EV MINERALS CORPORATION

NOTICE OF MEETING

AND

MANAGEMENT INFORMATION CIRCULAR

RELATING TO THE

ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

OF EV MINERALS CORPORATION

TO BE HELD ON MONDAY, DECEMBER 30, 2025

DATED AS OF NOVEMBER 21, 2025

INTRODUCTION 4

Technical Information 4

Cautionary Notice Regarding Forward-Looking Statements and Information 4

SOLICITATION OF PROXIES 6

APPOINTMENT AND REVOCATION OF PROXIES 6

EXERCISE OF DISCRETION BY PROXIES 7

ADVICE TO NON-REGISTERED SHAREHOLDERS 7

Distribution of Meeting Materials to Non-Registered Holders 7

Voting by Non-Registered Holders 7

Voting by Non-Registered Holders at the Meeting 8

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES 8

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON 9

PARTICULARS OF MATTERS TO BE ACTED UPON 9

PRESENTATION OF FINANCIAL STATEMENTS 9
ELECTION OF DIRECTORS 9
APPOINTMENT OF AUDITOR 12
THE TRANSACTION 12

General 12

The Parties to the Transactions 13

The Company 13

Canada Co. 13

The Target 13

Details of the Transaction 14

Summary 14

The Amalgamation Agreement 14

Representations, Warranties and Covenants 15

Covenants 15

Conditions to the Amalgamation Becoming Effective 16

Termination 18

Waivers and Amendments 18

The Offering 18

Resulting Capitalization 19

ELECTION OF DIRECTORS CONDITIONAL UPON AND EFFECTIVE FOLLOWING THE COMPLETION OF THE TRANSACTION 23

Corporate Cease Trade Orders or Bankruptcies 24

Personal Bankruptcies 25

Penalties and Sanctions 25

AMENDMENT TO ARTICLES – NAME CHANGE 26
AMENDMENT TO ARTICLES – CONSOLIDATION 26

STATEMENT OF EXECUTIVE COMPENSATION 27

Summary Compensation Table 27

Event Provisions 29

Oversight and Description of Director and Named Executive Officer Compensation 31

Compensation of Directors 31

Compensation of Named Executive Officers 31

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS 33

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS 33

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS 33

AUDIT COMMITTEE INFORMATION REQUIRED IN THE INFORMATION CIRCULAR OF A VENTURE ISSUER 34

Audit Committee 34

Audit Committee Charter 34

Composition of the Audit Committee 34

Relevant Education and Experience 34

Audit Committee Oversight 35

Reliance on Exemptions in NI 52-110 35

Pre-Approval Policies and Procedures 36

Audit Fees ... 36
REPORT ON CORPORATE GOVERNANCE ... 36
Board of Directors ... 36
Directorships ... 37
Orientation and Continuing Education ... 37
Ethical Business Conduct ... 37
Nomination of Directors ... 37
Other Board Committees ... 37
Assessments ... 38
OTHER MATTERS ... 38
ADDITIONAL INFORMATION ... 38
APPROVAL OF THE BOARD OF DIRECTORS ... 38
APPENDIX A GLOSSARY OF TERMS ... A-1
APPENDIX B EV MINERALS CORPORATION CHARTER OF THE AUDIT COMMITTEE OF THE
BOARD OF DIRECTORS ... B-1
OVERALL ROLE AND RESPONSIBILITY ... B-1
1.1 Assist the Board of Directors in its oversight role with respect to: ... B-1
MEMBERSHIP AND MEETINGS ... B-1
STRUCTURE AND OPERATIONS ... B-1
SPECIFIC DUTIES ... B-1
Financial Reporting ... B-2
AUDIT COMMITTEE'S ROLE ... B-2
FUNDING FOR THE INDEPENDENT AUDITOR AND RETENTION OF OTHER
INDEPENDENT ADVISORS ... B-3
APPROVAL OF AUDIT AND REMITTED NON-AUDIT SERVICES PROVIDED BY
EXTERNAL AUDITORS ... B-3
APPENDIX C ADDITIONAL INFORMATION CONCERNING THE COMPANY ... C-1
Documents Incorporated by Reference ... C-1
General Description of the Business ... C-1
Poissons Blanc Property ... C-2
Sudbury Projects ... C-2
Santa Monica Copper Project ... C-2
Three-Year History ... C-3
Dividends ... C-5
Selected Consolidated Financial Information ... C-5
Management's Discussion and Analysis ... C-5
Description of Share Capital ... C-5
Consolidated Capitalization ... C-7
Escrowed Securities and Securities Subject to Contractual Restrictions on Transfer ... C-7
Price Range and Trading Volume ... C-7
Prior Sales ... C-7
Risk Factors ... C-7
Interests of Experts ... C-8
Legal Proceedings and Regulatory Actions ... C-8
Auditor, Transfer Agent and Registrar ... C-8
APPENDIX D INFORMATION CONCERNING THE RESULTING ISSUER ... D-1
Overview ... D-2
Organizational Chart ... D-2
Description of the Business of the Resulting Issuer ... D-2
Overview ... D-2
Acquisition of the Santa Monica Copper Project ... D-3
Specialized Skill and Knowledge ... D-6
Competitive Conditions ... D-6
Environmental Protection ... D-6
Employees ... D-6
Foreign Operations – Chile ... D-6
Emerging Market Issuer Disclosure ... D-14

Social and Environmental Policies...D-16
Material Property ...D-16
Santa Monica Copper Project...D-16
Property Location and Description ...D-16
Property Access and Operating Season...D-26
History ...D-28
Historical Mineral Resource Estimates ...D-35
Geological Setting and Mineralization...D-43
Deposit Types ...D-47
Exploration...D-47
Drilling ...D-47
Sample Preparation, Analysis and Security ...D-48
Data Verification...D-49
Business Objectives and Milestones ...D-50
Total Funds Available...D-50
Principal Purposes ...D-50
Description of Share Capital ...D-51
Dividends ...D-51
Pro-forma Consolidated Capitalization...D-51
Pro Forma Fully Diluted Share Capital ...D-52
Escrowed Securities ...D-52
Principal Holders of Resulting Issuer Shares ...D-53
Board of Directors and Executive Officers of the Resulting Issuer...D-53
Executive Compensation...D-53
Audit Committee ...D-53
Corporate Governance...D-54
Stock Exchange Listing...D-54
Risk Factors...D-54
Material Contracts...D-68
Auditors, Transfer Agent and Registrar of the Resulting Issuer...D-68
Unaudited Pro Forma Financial Information...D-68
The pro forma consolidated financial information also does not reflect the costs of any integration activities or cost savings or synergies that may be achieved as a result of the Amalgamation and, accordingly, do not attempt to predict or suggest future results...D-69
APPENDIX E TARGET FINANCIAL STATEMENTS ...E-1
APPENDIX F TARGET MD&A ...F-1
APPENDIX G RESULTING ISSUER UNAUDITED PRO FORMA FINANCIAL STATEMENTS ...G-1
APPENDIX H SANTA MONICA OPTION AGREEMENT ...H-1

EV MINERALS CORPORATION

100 King Street West, Suite 5600
Toronto, Ontario M5X 1C9

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual and special meeting (the "Meeting") of shareholders of EV Minerals Corporation (the "Company") will be held on Tuesday, December 30, 2025, at the hour of 12:00 p.m. (Eastern time), at the office of Irwin Lowy LLP at 217 Queen Street West, Suite 401, Toronto, Ontario M5V 0R2, for the following purposes:

to receive and consider the audited consolidated financial statements of the Company for the years ended December 31, 2023 and December 31, 2024, and the reports of the auditor thereon;
to elect the directors of the Company;
to appoint the auditors of the Company and to authorize the directors to fix their remuneration;
pursuant to the policies of the Canadian Securities Exchange, consider, and if deemed advisable, pass, with or without variation, an ordinary resolution approving the acquisition (the "Transaction") by the Company of all of the issued and outstanding common shares of 15007887 Canada Corp. (the "Target") pursuant to a three-cornered amalgamation to be completed pursuant to section 181 of the Canada Business Corporations Act in accordance with an amalgamation agreement dated August 25, 2025 (the "Amalgamation Agreement") among the Company, 17086326 Canada Inc., a wholly-owned subsidiary of the Company ("Canada Co"), and the Target, as more fully described in the accompanying management information circular;
to elect the directors of the Company, conditional upon and effective following the completion of the Transaction;
to consider and, if deemed advisable, to pass, with or without variation, a special resolution to amend the articles of continuance of the Company to change the name of the Company to "Three Points Copper Inc." or other such name as the directors of the Company, in their sole discretion, may determine and as may be acceptable to the Director appointed under the Business Corporations Act (Ontario), as more fully described in the accompanying management information circular;
to consider and, if deemed advisable, to pass, with or without variation, a special resolution to effect the consolidation of all of the issued and outstanding common shares of the Company ("Common Shares") on the basis of up to six (6) old common shares for one (1) new common share, as more fully described in the accompanying management information circular; and
to transact such other business as may properly come before the Meeting or any adjournments or postponements thereof.

The full text of the special resolutions referred to in items 6 and 7 above are attached to this notice as Exhibit A.

A shareholder wishing to be represented by proxy at the Meeting or any adjournment thereof must deposit his, her or its duly executed form of proxy with AGM Connect, at 372 Bay Street, Suite 1800, Toronto, Ontario M5H 2W9, at www.AGMCVote.com or by telephone at (416) 222-4202 not later than 12:00 p.m. (Eastern time) on Wednesday, December 24, 2025, or, if the Meeting is adjourned, not later than 48 hours, excluding Saturdays, Sundays and holidays, preceding the time of such adjourned meeting.

Shareholders who are unable to attend the Meeting in person, are requested to date, complete, sign and return the enclosed form of proxy so that as large a representation as possible may be had at the Meeting.

The board of directors of the Company has by resolution fixed the close of business on Friday, November 21, 2025, as the record date, being the date for the determination of the registered holders of Common Shares entitled to receive notice of, and to vote at, the Meeting and any adjournment thereof.

The accompanying management information circular provides additional detailed information relating to the matters to be dealt with at the Meeting and is supplemental to, and expressly made a part of, this notice of annual and special meeting. Additional information about the Company and its financial statements are also available on the Company's profile at www.sedarplus.ca.

DATED this 22nd day of November, 2025.

BY ORDER OF THE BOARD

"Nicholas Konkin" (signed)
President and Chief Executive Officer

EXHIBIT A

SPECIAL RESOLUTIONS OF THE SHAREHOLDERS

EV MINERALS CORPORATION (THE "CORPORATION")

AMENDMENT TO ARTICLES – NAME CHANGE

"BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

the articles of amendment of the Corporation be amended to change the name of the Corporation to "Three Points Copper Inc." or other such name as the directors of the Corporation, in their sole discretion, may determine and as may be acceptable to the Director appointed under the Business Corporations Act (Ontario) (the "Name Change");
notwithstanding that this resolution has been duly passed by the shareholders of the Corporation, the directors of the Corporation be, and they are hereby authorized and empowered to revoke this resolution at any time prior to the issue of a certificate of amendment giving effect to the Name Change and to determine not to proceed with the amendment of the articles of amendment of the Corporation without further approval of the shareholders of the Corporation; and
any director or officer of the Corporation be and he or she is hereby authorized and directed, for and on behalf of the Corporation, to execute and deliver all such documents and to do all such other acts or things as he or she may determine to be necessary or advisable to give effect to this resolution, including, without limitation, the execution and delivery of the articles of amendment in the prescribed form to the Director appointed under the Business Corporations Act (Ontario), the execution of any such document or the doing of any such other act or thing being conclusive evidence of such determination."

AMENDMENT TO ARTICLES - CONSOLIDATION

"BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

the articles of the Corporation be amended to consolidate each of the issued and outstanding common shares of the Corporation on the basis of up to six (6) pre-consolidation common shares of the Corporation into one (1) post-consolidation common share of the Corporation (the "Consolidation"), and further authorizing the directors in their sole discretion when and if to effect the Consolidation, in each case without requirement for further approval, ratification or confirmation by shareholders, as more particularly described in the management information circular dated November 22, 2025, of the Corporation, provided that in the event the Consolidation would result in a shareholder of the Corporation holding a fraction of a common share, a shareholder shall not receive a whole common share of the Corporation for each such fraction;
notwithstanding that this resolution has been duly passed by the shareholders of the Corporation, the directors of the Corporation be, and they are hereby authorized and directed to revoke this resolution at any time prior to the issue of a certificate of amendment giving effect to the Consolidation and to determine not to proceed with the amendment of the articles of amalgamation of the Corporation without further approval of the shareholders of the Corporation; and
any director or officer of the Corporation be and he or she is hereby authorized and directed, for and on behalf of the Corporation, to execute and deliver all such documents and to do all such other acts or things as he or she may determine to be necessary or advisable to give effect to this resolution, including, without limitation, the execution and delivery of the articles of amendment in the prescribed form to the Director appointed under the Business Corporations Act (Ontario), the execution of any such document or the doing of any such other act or thing being conclusive evidence of such determination."

EV MINERALS CORPORATION
100 King Street West, Suite 5600
Toronto, Ontario M5X 1C9

MANAGEMENT INFORMATION CIRCULAR
As November 22, 2025

INTRODUCTION

This Circular is furnished in connection with the solicitation of proxies by and on behalf of the management of the Company for use at the Meeting and any adjourned or postponed Meeting. No person has been authorized to give any information or make any representation in connection with this Circular and the Transaction other than those contained in this Circular and, if given or made, any such information or representation must not be relied upon as having been authorized by the Company.

The information concerning the Target contained in this Circular has been provided by the Target. Although the Company has no knowledge that would indicate that any of such information is untrue or incomplete, the Company does not assume any responsibility for the accuracy or completeness of such information or the failure by the Target to disclose events which may have occurred or may affect the completeness or accuracy of such information but which are unknown to the Company.

All summaries of, and references to, the Amalgamation Agreement in this Circular are qualified in their entirety by reference to the Amalgamation Agreement (a copy of which is available under the Company's profile on SEDAR+ at www.sedarplus.ca).

Capitalized terms used but not otherwise defined herein have the meanings ascribed thereto in the "Glossary of Terms" attached hereto as appendix A.

Information contained in this Circular is given as of November 22, 2025 unless otherwise specifically stated.

Technical Information

The scientific and technical information relating to the Santa Monica Copper Project contained in this Circular was approved by Dr. Scott Jobin-Bevans who is a Qualified Person under NI 43-101.

Cautionary Notice Regarding Forward-Looking Statements and Information

This Circular, including documents incorporated by reference herein, contains forward-looking statements and information. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends", "potential" and similar expressions are intended to identify forward-looking statements or information. More particularly and without limitation, this Circular contains forward-looking statements and information concerning: whether the Transaction will be consummated, including the timing for completing the Transaction, or whether conditions to the consummation of the Transaction will be satisfied; the principal steps of the Amalgamation; the expected potential benefits and synergies of the Transaction and the ability of the Resulting Issuer to realize the anticipated benefits from the Transaction; expectations regarding future exploration and development; the anticipated expenses of the Transaction; future project development; and other statements that are not historical facts.

Furthermore, pro forma information set forth in this Circular should not be interpreted as indicative of financial position or other results of operations had the Transaction been completed as at or for the periods presented, and such information does not purport to project the Resulting Issuer's results of operations for any future period. As such, undue reliance should not be placed on such pro forma information.

The forward-looking statements and information included in this Circular are based on certain key expectations and assumptions made by the Company, including expectations and assumptions concerning: commodity prices and interest and foreign exchange rates; planned synergies, capital efficiencies and cost-savings; prevailing regulatory, tax and environmental laws and regulations; growth projects and future production rates; the sufficiency of budgeted

capital expenditures in carrying out planned activities; the availability and cost of labour and services; and the receipt, in a timely manner, of regulatory and shareholders approvals and the satisfaction of other closing conditions in accordance with the Amalgamation Agreement; the Resulting Issuer's anticipated financial performance following the Transaction; the success of the Company's operations; future operating costs of the Company's assets; stock market volatility and market valuations; and that there will be no significant events occurring outside of the normal course of business of the Company. Although the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information because the Company can give no assurance that they will prove to be correct.

Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, the ability to consummate the Transaction; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other conditions to the consummation of the Transaction on the proposed terms and schedule; the potential impact of the announcement or consummation of the Transaction on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable Laws; compliance with extensive government regulation; changes in national and local government legislation, taxation, controls or regulations and/or change in the administration of Laws, policies and practices, expropriation or nationalization of property and political or economic developments in Canada, Chile and other jurisdictions in which the Company may carry on business in the future; and the diversion of management time on the Transaction. This forward-looking information may be affected by risks and uncertainties in the business of the Company and market conditions. This Circular also contains forward-looking statements and information concerning the anticipated timing for and completion of the Transaction. The Company has provided these anticipated times in reliance on certain assumptions that it believes are reasonable at this time, including assumptions as to the timing of receipt of the necessary regulatory and shareholder approvals and the time necessary to satisfy the conditions to the closing of the Transaction. These dates may change for a number of reasons, including the inability to secure necessary regulatory or shareholder approvals in the time assumed or the need for additional time to satisfy the conditions to the completion of the Transaction. None of the foregoing lists of important factors are exhaustive. As a result of the foregoing, readers should not place undue reliance on the forward-looking statements and information contained in this Circular.

The information contained in this Circular identifies additional factors that could affect the operating results and performance of the Company following the Transaction. Readers are urged to carefully consider those factors.

Readers are cautioned that the foregoing lists are not exhaustive. Readers should carefully review and consider the risk factors described under "Risk Factors" as well as other risks described elsewhere in this Circular. Additional information on these and other factors that could affect the operations or financial results of the Company following the Transaction are included in reports on file with applicable Canadian Securities Regulators and may be accessed under the Company's profile on the SEDAR+ website (www.sedarplus.ca).

The forward-looking statements and information contained in this Circular are made as of the date hereof and the Company does not undertake any obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, except as required by Applicable Securities Laws. The forward-looking information and statements contained herein are expressly qualified in their entirety by this cautionary statement.

SOLICITATION OF PROXIES

THIS MANAGEMENT INFORMATION CIRCULAR IS FURNISHED IN CONNECTION WITH THE SOLICITATION BY THE MANAGEMENT OF EV MINERALS CORPORATION (the "Company") of proxies to be used at the Meeting for the purposes set out in the Notice of Meeting. Although it is expected that the solicitation of proxies will be primarily by mail, proxies may also be solicited personally or by telephone, facsimile or other proxy solicitation services. In accordance with NI 54-101, arrangements have been made with brokerage houses and clearing agencies, custodians, nominees, fiduciaries or other intermediaries to send the Meeting Materials to the shareholders of the Company. The Company may reimburse such parties for reasonable fees and disbursements incurred by them in doing so. The costs of the solicitation of proxies will be borne by the Company. The Company may also retain, and pay a fee to, one or more professional proxy solicitation firms to solicit proxies from the shareholders of the Company in favour of the matters set forth in the Notice of Meeting.

APPOINTMENT AND REVOCATION OF PROXIES

A Registered Shareholder may vote in person at the Meeting or may appoint another person to represent such Registered Shareholder as proxy and to vote the Common Shares of such Registered Shareholder at the Meeting. In order to appoint another person as proxy, a Registered Shareholder must complete, execute and deliver the form of proxy accompanying this Management Information Circular, or another proper form of proxy, in the manner specified in the Notice of Meeting.

The purpose of a form of proxy is to designate persons who will vote on the shareholder's behalf in accordance with the instructions given by the shareholder in the form of proxy. The persons named in the enclosed form of proxy are officers or directors of the Company. A REGISTERED SHAREHOLDER DESIRING TO APPOINT SOME OTHER PERSON, WHO NEED NOT BE A SHAREHOLDER OF THE COMPANY, TO REPRESENT HIM OR HER AT THE MEETING MAY DO SO BY FILLING IN THE NAME OF SUCH PERSON IN THE BLANK SPACE PROVIDED IN THE FORM OF PROXY OR BY COMPLETING ANOTHER PROPER FORM OF PROXY. A Registered Shareholder wishing to be represented by proxy at the Meeting or any adjournment thereof must, in all cases, deposit the completed form of proxy with AGM Connect, not later than 12:00 p.m. (Eastern time) on Wednesday, December 24, 2025, or, if the Meeting is adjourned, not later than 48 hours, excluding Saturdays, Sundays and holidays, preceding the time of such adjourned Meeting at which the form of proxy is to be used. A form of proxy should be executed by the Registered Shareholder or his or her attorney duly authorized in writing or, if the Registered Shareholder is a corporation, by an officer or attorney thereof duly authorized.

Proxies may be deposited with AGM Connect using one of the following methods:

By Mail:	372 Bay Street, Suite 1800, Toronto, ON M5H 2W9
Internet:	Go to www.AGMCVote.com and enter your 12-Digit Control Number shown on your proxy card
By Email:	[email protected]

A Registered Shareholder attending the Meeting has the right to vote in person and, if he or she does so, his or her form of proxy is nullified with respect to the matters such person votes upon at the Meeting and any subsequent matters thereafter to be voted upon at the Meeting or any adjournment thereof.

A Registered Shareholder who has given a form of proxy may revoke the form of proxy at any time prior to using it: (a) by depositing an instrument in writing, including another completed form of proxy, executed by such Registered Shareholder or by his or her attorney authorized in writing or by electronic signature or, if the Registered Shareholder is a corporation, by an authorized officer or attorney thereof at, or by transmitting by telephone or electronic means, a revocation signed, subject to the Business Corporations Act (Ontario), by electronic signature, to (i) the registered office of the Company, located at 100 King Street West, Suite 5600, P.O. Box 270, Toronto, Ontario M5X 1C9, at any time prior to 5:00 p.m. (Eastern time) on the last business day preceding the day of the Meeting or any adjournment

thereof or (ii) with the Chairman of the Meeting on the day of the Meeting or any adjournment thereof; or (b) in any other manner permitted by law.

EXERCISE OF DISCRETION BY PROXIES

The Common Shares represented by proxies in favour of management nominees will be voted or withheld from voting in accordance with the instructions of the Registered Shareholder on any ballot that may be called for and, if a Registered Shareholder specifies a choice with respect to any matter to be acted upon at the meeting, the Common Shares represented by the proxy shall be voted accordingly. Where no choice is specified, the proxy will confer discretionary authority and will be voted for the election of directors, for the appointment of auditors and the authorization of the directors to fix their remuneration and for each item of special business, as stated elsewhere in this Circular.

The enclosed form of proxy also confers discretionary authority upon the persons named therein to vote with respect to any amendments or variations to the matters identified in the Notice of Meeting and with respect to other matters which may properly come before the Meeting in such manner as such nominee in his judgment may determine. At the time of printing this Circular, the management of the Company knows of no such amendments, variations or other matters to come before the Meeting.

ADVICE TO NON-REGISTERED SHAREHOLDERS

The information set forth in this section is of significant importance to many shareholders of the Company, as a substantial number of shareholders of the Company do not hold Common Shares in their own name. Only Registered Shareholders or the persons they appoint as their proxies are permitted to attend and vote at the Meeting and only forms of proxy deposited by Registered Shareholders will be recognized and acted upon at the Meeting. Common Shares beneficially owned by a Non-Registered Holder are registered either: (i) in the name of an intermediary (an "Intermediary") with whom the Non-Registered Holder deals in respect of the Common Shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans); or (ii) in the name of a clearing agency (such as CDS Clearing and Depository Services Inc.) (each a "Clearing Agency") of which the Intermediary is a participant. Accordingly, such Intermediaries and Clearing Agencies would be the Registered Shareholders and would appear as such on the list maintained by the Transfer Agent. Non-Registered Holders do not appear on the list of the Registered Shareholders maintained by the Transfer Agent.

Distribution of Meeting Materials to Non-Registered Holders

In accordance with the requirements of NI 54-101, the Company has distributed copies of the Meeting Materials to the Clearing Agencies and Intermediaries for onward distribution to Non-Registered Holders as well as directly to NOBOs (as defined below).

Non-Registered Holders fall into two categories – those who object to their identity being known to the issuers of securities which they own ("OBOs") and those who do not object to their identity being made known to the issuers of the securities which they own ("NOBOs"). Subject to the provisions of NI 54-101, issuers may request and obtain a list of their NOBOs from Intermediaries directly or via their transfer agent and may obtain and use the NOBO list for the distribution of proxy-related materials to such NOBOs. If you are a NOBO and the Company or its agent has sent the Meeting Materials directly to you, your name, address and information about your holdings of Common Shares have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding the Common Shares on your behalf.

The Company's OBOs can expect to be contacted by their Intermediary. The Company does not intend to pay for Intermediaries to deliver the Meeting Materials to OBOs and it is the responsibility of such Intermediaries to ensure delivery of the Meeting Materials to their OBOs.

Voting by Non-Registered Holders

The Common Shares held by Non-Registered Holders can only be voted or withheld from voting at the direction of the Non-Registered Holder. Without specific instructions, Intermediaries or Clearing Agencies are prohibited from

voting Common Shares on behalf of Non-Registered Holders. Therefore, each Non-Registered Holder should ensure that voting instructions are communicated to the appropriate person well in advance of the Meeting.

The various Intermediaries have their own mailing procedures and provide their own return instructions to Non-Registered Holders, which should be carefully followed by Non-Registered Holders in order to ensure that their Common Shares are voted at the Meeting.

Non-Registered Holders will receive either a voting instruction form or, less frequently, a form of proxy. The purpose of these forms is to permit Non-Registered Holders to direct the voting of the Common Shares they beneficially own. Non-Registered Holders should follow the procedures set out below, depending on which type of form they receive.

Voting Instruction Form. In most cases, a Non-Registered Holder will receive, as part of the Meeting Materials, a voting instruction form (a "VIF"). If the Non-Registered Holder does not wish to attend and vote at the Meeting in person (or have another person attend and vote on the Non-Registered Holder's behalf), the VIF must be completed, signed and returned in accordance with the directions on the form.

or,

Form of Proxy. Less frequently, a Non-Registered Holder will receive, as part of the Meeting Materials, a form of proxy that has already been signed by the Intermediary (typically by a facsimile, stamped signature) which is restricted as to the number of Common Shares beneficially owned by the Non-Registered Holder but which is otherwise not completed. If the Non-Registered Holder does not wish to attend and vote at the Meeting in person (or have another person attend and vote on the Non-Registered Holder's behalf), the Non-Registered Holder must complete and sign the form of proxy and in accordance with the directions on the form.

Voting by Non-Registered Holders at the Meeting

Although a Non-Registered Holder may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of an Intermediary or a Clearing Agency, a Non-Registered Holder may attend the Meeting as proxyholder for the Registered Shareholder who holds Common Shares beneficially owned by such Non-Registered Holder and vote such Common Shares as a proxyholder. A Non-Registered Holder who wishes to attend the Meeting and to vote their Common Shares as proxyholder for the Registered Shareholder who holds Common Shares beneficially owned by such Non-Registered Holder, should (a) if they received a VIF, follow the directions indicated on the VIF; or (b) if they received a form of proxy strike out the names of the persons named in the form of proxy and insert the Non-Registered Holder's or its nominees name in the blank space provided. Non-Registered Holders should carefully follow the instructions of their Intermediaries, including those instructions regarding when and where the VIF or the form of proxy is to be delivered.

All references to shareholders in the Meeting Materials are to Registered Shareholders, unless specifically stated otherwise.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The authorized share capital of the Company consists of an unlimited number of Common Shares without par value and an unlimited number of special shares, issuable in series. As of November 21, 2025 (the "Record Date"), there were 112,796,919 Common Shares issued and outstanding and no special shares issued and outstanding. Each Common Share issued and outstanding on the Record Date carries the right to one vote at the Meeting.

Only Registered Shareholders as of the Record Date are entitled to receive notice of, and to attend and vote at, the Meeting or any adjournment or postponement of the Meeting. On a show of hands, every Registered Shareholder and proxy holder will have one vote and, on a poll, every Registered Shareholder present in person or represented by proxy will have one vote for each Common Share held.

To the knowledge of the directors and senior officers of the Company, no person beneficially owns, directly or indirectly, or exercises control or direction over, directly or indirectly, voting securities carrying ten percent (10%) or more of the voting rights attached to any class of voting securities of the Company, other than as set forth below:

Name(1)	Number of Common Shares	Percentage of Issued and Outstanding Common Shares
S&Y Global	11,765,764	10.4%

Notes:
(1) The above information as to voting securities beneficially owned, controlled or directed, not being within the knowledge of the Company, has been obtained from publicly disclosed information and confirmed by S&Y Global.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Other than as disclosed in this Circular, no director or executive officer of the Company who was a director or executive officer at any time since the beginning of the Company's last financial year, or any associate or affiliates of any such directors or officers, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting.

PARTICULARS OF MATTERS TO BE ACTED UPON

To the knowledge of the Board, the matters to be brought before the Meeting are those matters set forth in the accompanying Notice.

1. PRESENTATION OF FINANCIAL STATEMENTS

The audited financial statements of the Company for the years ended December 31, 2023 and December 31, 2024, and the reports of the auditor will be placed before the shareholders at the Meeting. No vote will be taken on the financial statements. The financial statements and additional information concerning the Company are available under the Company's profile at www.sedarplus.ca.

2. ELECTION OF DIRECTORS

The Board currently consists of five (5) directors. At the Meeting, five (5) directors will be nominated by management for election as directors of the Company for the ensuing year. The following table states the names of the persons nominated by management for election as directors, any offices with the Company currently held by them, their principal occupations or employment, the period or periods of service as directors of the Company and the approximate number of voting securities of the Company beneficially owned, directly or indirectly, or over which control or direction is exercised by them as of the date hereof.

Name, province or state and country of residence and position, if any, held in the Company	Principal occupation	Served as Director of the Company since	Number of Common Shares beneficially owned, directly or indirectly, or controlled or directed at present(1)	Percentage of Common Shares owned or controlled
Chris Irwin(2)
Director
Ontario, Canada	Partner of Irwin Lowy LLP, a law firm	May 7, 2020	200,000	0.2%
Nicholas Konkin
President, Chief Executive Officer and Director
Ontario, Canada	Director, Capital Markets of Grove Corporate Services	September 26, 2022	2,000,000	1.8%
Dino Titaro(2)
Chairman and Director
Ontario, Canada	Corporate Director and Geologist	December 5, 2022	3,000,000	2.7%

Name, province or state and country of residence and position, if any, held in the Company	Principal occupation	Served as Director of the Company since	Number of Common Shares beneficially owned, directly or indirectly, or controlled or directed at present^{(1)}	Percentage of Common Shares owned or controlled
Guy Charette
Director
Quebec, Canada	Corporate Finance Advisory	July 12, 2023	Nil	Nil
Scott Jobin-Bevans^{(2)(3)}
Director
Santiago, Chile	Principal Geoscientist, Caracle Creek International Consulting Inc., Managing Director, Caracle Creek Chile, SpA	October 1, 2024	Nil	Nil

Notes:
(1) The information as to voting securities beneficially owned, controlled or directed, not being within the knowledge of the Company, has been furnished by the respective nominees individually.
(2) Member of the Audit Committee.
(3) The principal occupations of Dr. Jobin-Bevans, the director nominee who was not previously elected by the shareholders of the Company, during the past five years are as follows: Principal Geoscientist, Caracle Creek International Consulting Inc., a private company, since 2001, and Managing Director, Caracle Creek Chile SpA, a private company, since 2019.

The term of office of each director will be from the date of the annual meeting of the shareholders of the Company at which he or she is elected until the next annual meeting of the shareholders of the Company, or until his or her successor is elected or appointed.

PROXIES RECEIVED IN FAVOUR OF MANAGEMENT WILL BE VOTED FOR THE ELECTION OF THE ABOVE-NAMED NOMINEES, UNLESS THE SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT HIS, HER OR ITS SHARES ARE TO BE WITHHELD FROM VOTING IN RESPECT THEREOF. Management has no reason to believe that any of the nominees will be unable to serve as a director but, IF A NOMINEE IS FOR ANY REASON UNAVAILABLE TO SERVE AS A DIRECTOR, PROXIES IN FAVOUR OF MANAGEMENT WILL BE VOTED IN FAVOUR OF THE REMAINING NOMINEES AND MAY BE VOTED FOR A SUBSTITUTE NOMINEE UNLESS THE SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT HIS, HER OR ITS SHARES ARE TO BE WITHHELD FROM VOTING IN RESPECT OF THE ELECTION OF DIRECTORS.

In the event that the Resulting Issuer Director Nominees listed below under the section titled "Election Of Directors Conditional Upon and Effective Following the Completion of the Transaction" in this Circular are conditionally elected at the Meeting and the Transaction is successfully completed, the directors listed above would cease to be directors of the Company and the Resulting Issuer Director Nominees will serve as directors of the Resulting Issuer in their place.

Corporate Cease Trade Orders or Bankruptcies

Other than as set out below, no proposed director of the Company, within 10 years before the date of this Circular, has been a director, chief executive officer or chief financial officer of any company that:

(a) was subject to: (i) a cease trade order; (ii) an order similar to a cease trade order; or (iii) an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days (collectively an "Order") and that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or
(b) was subject to an Order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

Chris Irwin

management cease trade order resulting from a failure to file financial statements as issued on May 2, 2016, by the British Columbia Securities Commission and May 4, 2016 and May 16, 2016 by the Ontario Securities Commission. These cease trade orders were revoked on July 5, 2016, by the British Columbia Securities Commission and July 6, 2016, by the Ontario Securities Commission. Playground was subject to a management cease trade order resulting from a failure to file financial statements as issued on May 2, 2017, by the British Columbia Securities Commission and May 4, 2017, by the Ontario Securities Commission. These cease trade orders were revoked on July 5, 2017 by the British Columbia Securities Commission and July 6, 2017 by the Ontario Securities Commission.

Mr. Irwin was appointed as the President, Chief Executive Officer, Secretary and a director of Playground on September 28, 2018. Playground was subject to a management cease trade order resulting from a failure to file financial statements as issued on December 3, 2018, and amended on December 4, 2018, by the British Columbia Securities Commission and December 4, 2018, by the Ontario Securities Commission. These cease trade orders were revoked on February 6, 2019.

Mr. Irwin is President, Chief Executive Officer, Secretary and a Director of Playground, which was subject to a cease trade order issued by the Ontario Securities Commission on May 5, 2023, for failure to file its annual financial statements and accompanying management's discussion and analysis for the period ended December 31, 2022, within the prescribed time period under applicable securities laws. The cease trade order was revoked on August 4, 2023.

Mr. Irwin was a director and an officer of Intercontinental Gold and Metals Ltd. ("Intercontinental") which was subject to a management cease trade order resulting from a failure to file financial statements as issued by the British Columbia Securities Commission on July 30, 2015. The cease trade order was revoked on September 22, 2015.

Mr. Irwin was a director and an officer of Intercontinental which was subject to a management cease trade order resulting from a failure to file financial statements as issued on August 2, 2018, by the British Columbia Securities Commission. Intercontinental was subject to a cease trade order from a failure to file financial statements as issued on October 5, 2018, by the British Columbia Securities Commission. These cease trade orders were revoked on October 9, 2018.

Mr. Irwin was a director and an officer of Intercontinental which was subject to cease trade order resulting from a failure to file its annual financial statements and accompanying management's discussion and analysis for the period ended December 31, 2021, within the prescribed time period under applicable securities laws, issued on May 6, 2022 by the British Columbia Securities Commission. As of the date of this Circular, this cease trade order has not been revoked.

Mr. Irwin was a director of Wolf's Den Capital Corp., which was subject to a cease trade order issued by the British Columbia Securities Commission and Ontario Securities Commission on December 5, 2019, for failure to file its interim financial statements and accompanying management's discussion and analysis for the period ended September 30, 2019, within the prescribed time period under applicable securities laws. The cease trade orders were revoked on January 6, 2020.

Mr. Irwin was a director of American Aires Inc., which is subject to a cease trade order issued by the Ontario Securities Commission on May 6, 2022, for failure to file its annual financial statements and accompanying management's discussion and analysis for the period ended December 31, 2021, within the prescribed time period under applicable securities laws. The cease trade order was revoked on March 10, 2023.

Mr. Irwin was a director of Minnova Corp., which was subject to a cease trade order issued by the Ontario Securities Commission on August 2, 2024 for failure to file its annual financial statements and accompanying management's discussion and analysis for the period ended March 31, 2024, within the prescribed time period under applicable securities laws. The cease trade order was revoked on October 17, 2024.

Guy Charette

Mr. Charette was a director of Emergia Inc. ("Emergia") when, on May 10, 2021, Emergia applied for and was granted a management cease trade order (a "MCTO"), as provided for in National Policy 12-203, from the OSC. On June 1, 2021, Emergia announced its financial results, which resulted in the lifting of the MCTO.

Personal Bankruptcies

None of the proposed directors of the Company have, within the 10 years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of such person.

Penalties and Sanctions

None of the proposed directors of the Company have been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority or been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

3. APPOINTMENT OF AUDITOR

PROXIES RECEIVED IN FAVOUR OF MANAGEMENT WILL BE VOTED IN FAVOUR OF THE APPOINTMENT OF RSM CANADA LLP, CHARTERED PROFESSIONAL ACCOUNTANTS, AS AUDITORS OF THE COMPANY TO HOLD OFFICE UNTIL THE NEXT ANNUAL MEETING OF SHAREHOLDERS AND THE AUTHORIZATION OF THE DIRECTORS TO FIX THEIR REMUNERATION, UNLESS THE SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT HIS, HER OR ITS COMMON SHARES ARE TO BE WITHHELD FROM VOTING IN RESPECT THEREOF. RSM Canada LLP, Chartered Professional Accountants were first appointed as the auditors of the Company on August 12, 2010.

4. THE TRANSACTION

General

The Company's senior management regularly considers and investigates opportunities to enhance value for shareholders. Those opportunities have often included the possibility of strategic acquisitions and business combinations. The Amalgamation Agreement is a result of arm's length negotiations among representatives of the Company and the Target and their respective financial and legal advisors. During the course of its consideration of the Transaction and the Amalgamation Agreement, the Board conducted formal meetings and held informal discussions amongst the Company's directors, senior management team and their financial and legal advisors.

On October 16, 2024, the Company announced the entering into of a binding letter of intent dated October 1, 2024 (the "Santa Monica Letter of Intent") with the Target pursuant to which the Company will acquire all of the Target Shares.

On August 25, 2025, the Company, Canada Co. and the Target entered into the Amalgamation Agreement to complete the Transaction. Pursuant to the terms of the Amalgamation Agreement, the Company will acquire all of the issued and outstanding Target Shares through a three-cornered amalgamation to be completed in accordance with section 181 of the CBCA. The Amalgamation Agreement supersedes the previously announced Santa Monica Letter of Intent.

Upon completion of the Transaction, the securityholders of the Target will hold approximately 63% of the outstanding securities of the Resulting Issuer (assuming no shares are issued for the Offering or the Santa Monica Option), and the Resulting Issuer will carry on the combined business of the Company and of the Target, being the exploration and development of the high-grade Santa Monica Copper Project, including its three small-scale past-producing copper operations.

For further information concerning the Resulting Issuer, see appendix D, "Information Concerning the Resulting Issuer", and appendix G, "Resulting Issuer Unaudited pro Forma Financial Statements", to this Circular.

The Parties to the Transactions

The Company

The Company was incorporated under the Business Corporations Act (Alberta) on September 17, 2007. By articles of amendment dated January 14, 2008, the Company amended its articles of incorporation to delete the restrictions on share transfers. By articles of continuance dated August 10, 2010, the Company continued under the laws of the OBCA, the name of the Company was changed from "Amalfi Capital Corporation" to "Royal Coal Corp." and the issued and outstanding Common Shares were consolidated on the basis of one new consolidated Common Share for each two previously issued and outstanding Common Shares. By articles of amendment dated October 27, 2020, the issued and outstanding Common Shares were consolidated on the basis of one new consolidated Common Share for each 515.481342 previously issued and outstanding Common Share. By articles of amendment dated December 13, 2022, the name of the Company was changed from "Royal Coal Corp." to "EV Minerals Corporation". The Company's head and registered office is located at 100 King Street West, Unit 5600, Toronto, Ontario, M5X 1C9.

The Company is a reporting issuer in the Provinces of British Columbia, Alberta, Manitoba and Ontario.

The Common Shares are listed on the CSE under the symbol "EVM".

The Company has two wholly-owned subsidiaries, Canada Co, a company incorporated under the CBCA and 1001271218 Ontario Inc., a company incorporated under the OBCA.

The Company is a Canadian exploration company focused on the identification and evaluation of potential mineral exploration and development properties.

For additional information concerning the Company, see appendix C, "Additional Information Concerning the Company", to this Circular.

Canada Co

Canada Co was incorporated, as a wholly-owned subsidiary of the Company, pursuant to the provisions of the CBCA on June 17, 2025, with its head office and registered office located at 217 Queen Street West, Suite 401, Toronto, Ontario M5V 0R2. Canada Co has not carried on any business since incorporation and has no assets and no liabilities. Canada Co was incorporated solely for the purpose of completing the Amalgamation pursuant to the Amalgamation Agreement.

The Target

The Target is a private corporation incorporated pursuant to the provisions of the CBCA on May 9, 2023, under the name "15007887 Canada Corp." On July 29, 2025, the Target filed articles of amendment to create the Target Class A Shares and the Target Class B Shares. The Target's registered and head office is located at 372 Bay Street, Suite 1800, Toronto, Ontario, Canada, M5H 2W9.

The Target is not a reporting issuer in any province or territory of Canada.

On April 29, 2024, the Target and the Santa Monica Owners entered into the Santa Monica MOU which was superseded by the Santa Monica Option Agreement. Pursuant to the Santa Monica Option Agreement, the Target was granted the option (the "Santa Monica Option") to acquire a 100% of the outstanding shares in a Chilean company which owns the Santa Monica Copper Project, being the only asset of the Target.

For further information concerning the Target, the Santa Monica Option Agreement and the Santa Monica Copper Project, see appendix D, "Information Concerning the Resulting Issuer", attached to this Circular, the Target Financial Statements and the Target MD&A.

Details of the Transaction

Summary

The following is a summary of the steps of the Transaction:

(a) Target held a meeting of the Target Shareholders to approve the Amalgamation on September 30, 2025;

(b) Canada Co approved the Amalgamation on August 20, 2025;

(c) the shareholders of the Company will be asked to approve the Resulting Issuer Director Nominees, the Name Change, the Consolidation, the Transaction and the Offering at the Meeting;

(d) upon the approval of the Amalgamation by the Target Shareholders, in accordance with the requirements of the CBCA and the satisfaction of the conditions precedent contained in the Amalgamation Agreement, Canada Co and the Target will jointly complete and file articles of amalgamation with the Director appointed under the CBCA, giving effect to the Amalgamation;

(e) upon the issue of a certificate giving effect to the Amalgamation, Canada Co and the Target will be amalgamated and will continue as one corporation and each of Canada Co and the Target will cease to exist as entities separate from Amalco;

(f) the Company will complete the Consolidation;

(g) the Company will complete the Name Change;

(h) the Company will complete the Offering;

(i) at the effective time of the Amalgamation, holders of Target Shares will receive one Resulting Issuer Share for each Target Share held following which the Target Shares will be cancelled;

(j) at the effective time of the Amalgamation, each Target Option will be terminated;

(k) after the effective time of the Amalgamation, holders of Target Warrants will receive, upon the exercise of Target Warrants, Resulting Issuer Shares on the same terms and conditions;

(l) the Company will receive one fully paid and non-assessable Amalco Share for each one Canada Co Share held by the Company, following which all such Canada Co Shares will be cancelled;

(m) in consideration of the issuance of Resulting Issuer Shares to the former Target Shareholders, Amalco will issue to the Resulting Issuer one Amalco Share for each Resulting Issuer Share issued;

(n) all of the property and assets of each of the Target and Canada Co will be the property and assets of Amalco and Amalco will be liable for all of the liabilities and obligations of each of the Target and Canada Co;

(o) Amalco will become a wholly-owned subsidiary of the Resulting Issuer;

(p) the Resulting Issuer will begin carrying on the combined business of the Company and the Target, as described in this Circular; and

(q) if approved at the Meeting, the board of directors of the Resulting Issuer will be replaced with the Resulting Issuer Director Nominees.

The Amalgamation Agreement

The following summarizes the material provisions of the Amalgamation Agreement. This summary may not contain

all of the information about the Amalgamation Agreement that is important to the shareholders of the Company. The rights and obligations of the parties to the Amalgamation Agreement are governed by the express terms and conditions of the Amalgamation Agreement and not by this summary or any other information contained in this Circular. This summary is qualified in its entirety by reference to the Amalgamation Agreement, which is incorporated by reference herein and has been filed by the Company on its SEDAR+ profile at www.sedarplus.ca. Capitalized terms not expressly defined herein have the meanings ascribed thereto in the Amalgamation Agreement.

In reviewing the Amalgamation Agreement and this summary, please remember that this summary has been included to provide shareholders with information regarding the terms of the Amalgamation Agreement and is not intended to provide any other factual information about the Company, the Target or of their subsidiaries or affiliates. The Amalgamation Agreement contains representations and warranties and covenants by each of the parties to the Amalgamation Agreement, which are summarized below. These representations and warranties have been made solely for the benefit of the other parties to the Amalgamation Agreement and:

were not intended as statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;
have been qualified by certain confidential disclosures that were made to the other parties in connection with the negotiation of the Amalgamation Agreement, which disclosures are not reflected in the Amalgamation Agreement; and
may apply standards of materiality in a way that is different from what may be viewed as material by shareholders of the Company or other investors or are qualified by reference to a material adverse effect.

Moreover, information concerning the subject matter of the representations and warranties in the Amalgamation Agreement and described below may have changed since August 25, 2025, the date of the Amalgamation Agreement, and subsequent developments or new information may have been included in this Circular. Accordingly, the representations and warranties and other provisions of the Amalgamation Agreement should not be read alone, but instead should be read together with the information provided elsewhere in this Circular and in the documents incorporated by reference into this Circular.

Representations, Warranties and Covenants

The Amalgamation Agreement contains representations and warranties made by each party to the Amalgamation Agreement to the other parties thereto which relate to, among other things, organization and good standing; consents, authorizations and binding effect; litigation and compliance; financial statements; taxes; pension and other employee plans and agreements; labour relations; contracts; absence of certain changes; capitalization; environmental matters; indebtedness; undisclosed liabilities; due diligence investigations; U.S. matters; Competition Act (Canada); Investment Canada Act (Canada); and brokers.

In addition, the Amalgamation Agreement contains representations and warranties made by (a) the Target to the Company and Canada Co which relate to, interest in mineral rights; technical report; and no mineral resource or reserve; and (b) the Company and Canada Co to the Target which relate to insurance and public filings.

Covenants

Both the Company and the Target provide covenants in favour of each other in the Amalgamation Agreement which govern the conduct of the operations and affairs of each respective party prior to the Amalgamation.

Each of the Company and the Target has covenanted and agreed that, among other things:

(a) Amalgamation: On or before the effective date of the Amalgamation Agreement, the Company and the Target will take all necessary steps to amalgamate the Target with Canada Co.

(b) Consents and Notices: Promptly after the date of the Amalgamation Agreement and, if necessary, for a reasonable time after the effective date of the Amalgamation Agreement:

they will use all reasonable efforts, and will cooperate with each other to obtain, all consents, waivers, approvals, and authorizations, in addition to those set forth in clause 7.2(b) of the Amalgamation Agreement which may be necessary to effect the Amalgamation including, without limitation, obtaining those consents, waivers, approvals, and authorizations described in section 3.2 of the Amalgamation Agreement and section 4.2 of the Amalgamation Agreement and will provide copies of such documents to the other party;
each of the Target, the Company and Canada Co will promptly execute and file, or join in the execution and filing of, any application or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental entity which may be reasonably required, or which any other party may reasonably request in connection with the consummation of the transactions contemplated by the Amalgamation Agreement and will provide copies of such documents to the other party.

(c) Defense and Proceedings: The Company and Canada Co, on the one hand, and the Target, on the other hand, will vigorously defend, or will cause to be vigorously defended, any lawsuits or other legal proceedings brought against the Company, the Target, or their respective officers, directors or shareholders, challenging the Amalgamation Agreement or the completion of the Amalgamation, and the parties will cooperate with each other in all respects in such defense. Neither the Company, Canada Co, nor the Target will compromise or settle any claim brought in connection with the Amalgamation, without the prior written consent of the other parties.

(d) Non-Solicitation: None of the parties will solicit any offers to purchase its shares or assets and none of the Company, Canada Co or the target will initiate or encourage any discussions or negotiations with any third party with respect to such a transaction or amalgamation, merger, take-over, plan of arrangement or similar transaction during the period commencing on the date of the Amalgamation Agreement and ending on the earlier of, the effective date of the Amalgamation Agreement and the termination of the Amalgamation Agreement. The parties will immediately after the effective time of the Amalgamation Agreement cease and cause to be terminated any existing discussions or negotiations with any third party related to any of the foregoing. In the event any of the parties is approached in respect of any such transaction, it will immediately notify the other.

(e) Refrain from Certain Actions: No party will take any action, refrain from taking any action (subject to commercially reasonable efforts) or permit any action to be taken or not taken, inconsistent with the provisions of the Amalgamation Agreement or which would or could reasonably be expected to materially impede the completion of the transactions contemplated by the Amalgamation Agreement or which would or could reasonably be expected to have a material adverse effect on such party.

(f) Indemnity: Each party will indemnify and hold harmless the other parties to the Amalgamation Agreement (and such other parties' respective directors, officers and advisers) (collectively, the "Non-Offending Persons") from and against all claims, damages, liabilities, actions or demands to which the Non-Offending Persons may become subject insofar as such claims, damages, liabilities, actions or demands arise out of or are based upon the representations, warranties and covenants contained in the Amalgamation Agreement. Each party to the Amalgamation Agreement will obtain and hold the rights and benefits of this section in trust for and on behalf of such party's directors, officers and advisers.

(g) Exemptions from Registration Requirements of U.S. Securities Laws: The parties to the Amalgamation Agreement intend for the issuances and exchanges of shares contemplated by to the Amalgamation Agreement to be exempt from the registration requirements of any applicable United States federal and state securities laws and, accordingly, each agreed to take such further actions (including the execution and delivery of such further instruments and documents) as any other party may reasonably request with regards to maintaining such exemptions.

Conditions to the Amalgamation Becoming Effective

The Amalgamation Agreement contains certain conditions precedent to the obligations of the Company, Canada Co and the Target to complete the Amalgamation. The following is a summary of certain of the conditions contained in

the Amalgamation Agreement required to be satisfied in order to complete the Transaction:

(a) the representations and warranties of the Company, Canada Co and the Target set forth in the Amalgamation Agreement, qualified as to materiality, being true and correct, and the representations and warranties not so qualified bring true and correct in all material respects as of the date of the Amalgamation Agreement and on the date of the Amalgamation Agreement as if made on such date, except for such representations and warranties made expressly as of a specified date which shall be true and correct in all material respects as of such date;

(b) each of the Company, Canada Co and the Target having performed and complied in all material respects with all covenants and agreements required by the Amalgamation Agreement to be performed or complied with by it prior to or on the date of the Amalgamation;

(c) the offices and/or employees of each of the Company, Canada Co and the Target having waived the operation of any termination, severance or lump sum balloon clauses under any of their contracts, if applicable, triggered upon completion of the Amalgamation;

(d) there shall not have occurred any material adverse change to the Company or the Target since the date of the Amalgamation Agreement;

(e) the Company being satisfied at its sole and absolute discretion, acting reasonably, with respect to its due diligence investigation of the Target's business;

(f) the Target being satisfied that the exchange of Resulting Issuer Shares for Target Shares being qualified or exempt from registration or qualification under all applicable United States federal and state securities laws;

(g) the shareholders of the Target having approved the Amalgamation;

(h) the Target having terminated all of the Target Options;

(i) the listing of the Resulting Issuer Shares being conditionally approved by the CSE;

(j) the Company having completed the Offering, the Name Change and the Consolidation;

(k) the Company and Canada Co having received a title opinion relating to the Santa Monica Copper Project (the "Santa Monica Title Opinion");

(l) all consents, waivers, permits, exemptions, orders, consents and approvals required to permit the completion of the Amalgamation, the failure of which to obtain could reasonably be expected to have a material adverse effect on the Company and the Target or materially impede the completion of the Amalgamation, having been obtained;

(m) no temporary restraining order, preliminary injunction, permanent injunction or other order preventing the consummation of the Amalgamation being issued by any federal, state, or provincial court (whether domestic or foreign) having jurisdiction and remaining in effect;

(n) on the date of the Amalgamation Agreement, no cease trade order or similar restraining order of any other provincial securities administrator relating to the Common Shares, the Target Shares or Amalco Shares being in effect;

(o) there shall not be pending or threatened any suit, action or proceeding by any governmental entity, before any court or governmental authority, agency or tribunal, domestic or foreign, that has a significant likelihood of success, seeking to restrain or prohibit the consummation of the Amalgamation or any of the other transactions contemplated by the Amalgamation Agreement or seeking to obtain from the Company, Canada Co and the Target any damages that are material in relation to the Company, Canada Co and the Target and their subsidiaries taken as a whole; and

(p) the distribution of Resulting Issuer Shares to the former Target Shareholders being exempt from the prospectus requirements of applicable Canadian securities laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under applicable Canadian securities laws and not being subject to resale restrictions under applicable Canadian securities laws other than as applicable to control persons or pursuant to Section 2.6 of National Instrument 45-102 – Resale of Securities of the Canadian Securities Administrators.

Termination

The Amalgamation Agreement may be terminated at any time prior to the effective time, of the Amalgamation Agreement, whether before or after approval of the Amalgamation or any other matters presented in connection with the Amalgamation:

(a) By mutual written consent of the Company, Canada Co and the Target.

(b) By a party if a condition in its favour or a mutual condition is not satisfied by the Termination Date (or any earlier date by which such condition is required to be satisfied) except where such failure is the result of a breach of the Amalgamation Agreement by such party.

(c) By the Company or the Target if there has been a breach of any of the representations, warranties, covenants and agreements on the part of the other party (the "Breaching Party") set forth in the Amalgamation Agreement, which breach has or is likely to result in the failure of the conditions set forth in Section 8.1, 9.1 or 10.1, as the case may, of the Amalgamation Agreement be to be satisfied and in each case has not been cured within ten Business Days following receipt by the Breaching Party of notice of such breach from the non-breaching party.

(d) By any party if any permanent order, decree, ruling or other action of a court or other competent authority restraining, enjoining or otherwise preventing the consummation of the Amalgamation becomes final and non-appealable.

(e) By the Company if:

the Target or the Target Board, or any committee thereof, withdraws or modifies in a manner adverse to the Company, its approval of the Amalgamation Agreement or its recommendation to the Target Shareholders to vote in favour of the Amalgamation; or
the Target Shareholders do not approve the Amalgamation.

(f) By the Company or the Target if the Amalgamation is not completed by the Termination Date provided that the party then seeking to terminate the Amalgamation Agreement is not then in default of any of its obligations thereunder.

(g) By the Company or the Target if the other party has breached the provisions of section 7.6 [Non-Solicitation] of the Amalgamation Agreement in any material manner.

Waivers and Amendments

Any waiver of any term or condition of the Amalgamation Agreement, or any amendment or supplementation of the Amalgamation Agreement, will be effective only if in writing. A waiver of any breach or failure to enforce any of the terms or conditions of the Amalgamation Agreement will not in any way affect, limit, or waive a party's rights thereunder at any time to enforce strict compliance thereafter with every term or condition of the Amalgamation Agreement.

The Offering

In connection with the Transaction, the Company intends to complete the Offering through the issue of up to

30,000,000 Subscription Receipts at a price of $0.20 per Subscription Receipt for gross proceeds of up to $6,000,000. Each Subscription Receipt entitles the holder thereof to receive, without payment of additional consideration, one Unit upon satisfaction of the following conditions:

(a) written confirmation from each of the Target and the Company that all conditions to the completion of the Transaction have been satisfied or waived, other than the release of the Subscription Receipts Escrowed Funds and the closing of the Transaction, each of which will be completed forthwith upon release of the Subscription Receipts Escrowed Funds;

(b) the receipt of all shareholder and regulatory approvals required for the Transaction; and

(c) the Resulting Issuer Shares being conditionally approved for listing on the CSE and the completion, satisfaction or waiver of all conditions precedent to such listing, other than the release of the Subscription Receipts Escrowed Funds.

(collectively the "Subscription Receipts Escrow Release Conditions")

Each Unit will be comprised of one Post-Consolidation Common Share and one-half of one whole Post-Consolidation Warrant, with each Post-Consolidation Warrant entitling the holder thereof to acquire one Post-Consolidation Common Share at a price of $0.35 per Post-Consolidation Common Share until the date that is two years after the date to which the Subscription Receipts are issued.

The gross proceeds of the Offering, being the Subscription Receipts Escrowed Funds, will be deposited into an interest-bearing escrow account with the Subscription Receipt Agent. The Subscription Receipts Escrowed Funds will be released from escrow to the Company upon satisfaction of the Subscription Receipts Escrow Release Conditions and receipt by the Subscription Receipt Agent of a release notice from the Company.

In the event that the Subscription Receipts Escrow Release Date does not occur prior to the Subscription Receipts Escrow Deadline, the Company will refund the Subscription Receipts Escrowed Funds without penalty or deduction to the subscribers to the Offering provided, however, that the Company will have the right to extend the Subscription Receipts Escrow Deadline by up to 60 days upon receipt of written consent of holders of not less than 50% of the then outstanding Subscription Receipts. Furthermore, in the event that the Subscription Receipts Escrow Release Date does not occur prior to the Subscription Receipts Escrow Deadline and the Company elects either not to extend the Subscription Receipts Escrow Deadline by seeking the necessary approval of holders of Subscription Receipts as referred to above, or is unsuccessful in obtaining the necessary approval of holders of Subscription Receipts to extend the Subscription Receipts Escrow Deadline, it would be the Company's responsibility to contribute such amounts to return in full the aggregate issue price paid for the then issued and outstanding Subscription Receipts.

Resulting Capitalization

After completion of the Transaction, and assuming no further Common Shares are issued, an aggregate of 50,733,607 Resulting Issuer Shares will be issued and outstanding, with former securityholders of the Target holding 31,934,121 Resulting Issuer Shares, representing approximately 63% of the total outstanding Resulting Issuer Shares and the original shareholders of the Company holding approximately 18,799,486 Resulting Issuer Shares, representing approximately 37% of the outstanding Resulting Issuer Shares, on a partially diluted basis and not including any Resulting Issuer Shares issuable to the holders of the Subscription Receipts pursuant to the Offering.

Risk Factors Relating to the Transaction

The completion of the Transaction involves risks. In addition to the risk factors described in appendix F "Target MD&A" and the risk factors described in appendix D "Information Concerning the Resulting Issuer", which are appended to this Circular, the following are additional and supplemental risk factors which Shareholders should carefully consider before making a decision regarding approving the Transaction Resolution. Readers are cautioned that such risk factors are not exhaustive and additional risks and uncertainties, including those currently unknown or considered immaterial to the Company, may also adversely affect the Company, prior to completion of the Transaction, or the Resulting Issuer.

The Transaction is subject to satisfaction or waiver of various conditions

Completion of the Transaction is subject to, among other things, the approval of the Shareholder and the Target Shareholders all of which may be outside the control of both the Company and the Target. There can be no assurance that these conditions will be satisfied or that the Transaction will be completed as currently contemplated or at all. If, for any reason, the Transaction is not completed or its completion is substantially delayed, the market price of the Common Shares may be materially adversely effected. In such events, the Company's business, financial condition or results of operations could also be subject to material adverse consequences.

It is also a condition of closing the Transaction that the CSE shall have conditionally approved the listing of the Common Shares issuable in connection with the Transaction and the Offering, subject to the satisfaction of customary conditions of the CSE. The Company has applied to the CSE to list the Common Shares issuable in connection with the Transaction. However, conditional approval has not been granted yet, and there is no guarantee such conditional approval will be granted.

The Amalgamation Agreement may be terminated in certain circumstances

Each of the Company and the Target has the right to terminate the Amalgamation Agreement in certain circumstances. Accordingly, there is no certainty, nor can the Company provide any assurance, that the Transaction will not be terminated by either the Company or the Target before the completion of the Transaction. Failure to complete the Transaction could negatively impact the trading price of the Common Shares or otherwise adversely affect the business of the Company.

While the Transaction is pending, the Company is restricted from pursuing alternatives to the Transaction and taking other certain actions

Under the Amalgamation Agreement, the Company is restricted from soliciting any offers to purchase Common Shares or assets and it cannot initiate or encourage any discussions or negotiations with any third party with respect to such a transaction or amalgamation, merger, take-over, plan of arrangement or similar transaction during the period commencing on the date of the Amalgamation Agreement and ending on the earlier of the date of completion of the Transaction and the date of termination of the Amalgamation Agreement. In addition, the Amalgamation Agreement restricts the Company from taking specified actions until the Transaction is completed without the consent of the Target which may adversely affect the ability of the Company to execute certain business strategies, including, but not limited to, the ability in certain cases to enter into or amend contracts, acquire or dispose of assets, incur indebtedness or incur capital expenditures. These restrictions may prevent the Company from pursuing attractive business opportunities that may arise prior to the completion of the Transaction. If the Transaction is not completed for any reason, the announcement of the Transaction, the dedication of the Company's resources to the completion thereof and the restrictions that were imposed on the Company under the Amalgamation Agreement may have an adverse effect on the current future operations, financial condition and prospects of the Company as a standalone entity.

The Company will incur costs even if the Transaction is not completed and the Company may have to pay various expenses incurred in connection with the Transaction

Certain costs related to the Transaction, such as legal, accounting and certain financial advisor fees, must be paid by the Company even if the Transaction is not completed. The Company is liable for its own costs incurred in connection with the Transaction.

The Company has also incurred and expects to incur additional material non-recurring expenses in connection with the Transaction and completion of the transactions contemplated by the Amalgamation Agreement, including costs related to obtaining required shareholder approvals. Additional unanticipated costs or expenses may be incurred by the Company in the course of coordinating the businesses of the Resulting Issuer.

If the Transaction is not consummated by December 31, 2025, either the Company or the Target may elect not to proceed with the Transaction

Either the Company or the Target may terminate the Amalgamation Agreement if the Transaction has not been completed by December 31, 2025 and the parties do not mutually agree to extend such date, pursuant to the

Amalgamation Agreement.

The pending Transaction may divert the attention of the Company's management

The pendency of the Transaction could cause the attention of the Company's management to be diverted from the day-to-day operations and suppliers may seek to modify or terminate their business relationships with the Company. These disruptions could be exacerbated by a delay in the completion of the Transaction and could have an adverse effect on the business, operating results or prospects of the Company regardless of whether the Transaction is ultimately completed.

The issuance of a significant number of Common Shares and a resulting "market overhang" could adversely affect the market price of the Common Shares after completion of the Transaction

On completion of the Transaction, a significant number of additional Common Shares will be issued and available for trading in the public market. The increase in the number of Common Shares may lead to sales of such Common Shares or the perception that such sales may occur (commonly referred to as "market overhang"), either of which may adversely affect the market for, and the market price of, the Common Shares.

The Company has not verified the reliability of the information regarding the Target included in, or which may have been omitted from this Circular

Unless otherwise indicated, all historical information regarding the Target contained in this Circular, including all the Target financial information and all pro forma financial information reflecting the pro forma effects of the Transaction, has been provided by the Target. Although the Company has no reason to doubt the accuracy or completeness of such information, any inaccuracy or material omission in the Company's publicly disclosed information, including the information about or relating to the Target contained in this Circular, could result in unanticipated liabilities or expenses, increase the cost of integrating the companies or adversely affect the Company's operational and development plans and its results of operations and financial condition.

The unaudited pro forma condensed combined financial information of the Resulting Issuer is presented for illustrative purposes only and may not be an indication of the Resulting Issuer's financial condition or results of operations following the Transaction

The unaudited pro forma condensed combined financial information contained in this Circular is presented for illustrative purposes only as of its respective dates and may not be an indication of the financial condition or results of operations of the Resulting Issuer for several reasons. The unaudited pro forma condensed combined financial information has been derived from the respective historical financial statements of the Target and the Company, and certain adjustments and assumptions made as of the dates indicated therein have been made to give effect to the Transaction. The information upon which these adjustments and assumptions have been made is preliminary and these kinds of adjustments and assumptions are difficult to make with complete accuracy. See "Cautionary Notice Regarding Forward-Looking Statements and Information" in this Circular. Moreover, the unaudited pro forma condensed combined financial information does not include, among other things, estimated cost or synergies, adjustments related to restructuring or integration activities, future acquisitions or disposals not yet known or probable, or impacts of Transaction-related change of control provisions that are currently not factually supportable and/or probable of occurring. Therefore, the unaudited pro forma condensed combined financial information is presented for informational purposes only and is not necessarily indicative of what the Resulting Issuer's actual financial condition or results of operations would have been had the Transaction been completed on the date indicated. Accordingly, the combined business, assets, results of operations and financial condition may differ significantly from those indicated in the unaudited pro forma financial information attached as appendix G to this Circular.

Following completion of the Transaction, the Resulting Issuer may issue additional equity securities

Following completion of the Transaction, the Resulting Issuer may issue equity securities to finance its activities, including in order to finance acquisitions. If the Resulting Issuer were to issue equity securities, a holder of Resulting Issuer Shares may experience dilution in their shareholding in the Resulting Issuer. Moreover, as the Resulting Issuer's intention to issue additional equity securities becomes publicly known, the price of the Resulting Issuer Shares may be materially adversely affected.

Shareholder Approval for the Transaction and the Offering

The Common Shares are listed and posted for trading on the CSE and the Company is required to comply with the policies of the CSE.

Section 8.6 of CSE Policy 8 requires a CSE listed issuer to seek and receive shareholder approval for a Fundamental Change that is a Major Acquisition. The Transaction will result in, for the next 12-month period, at least 50% of the Company's assets being the Target assets and the expenditures and management time and effort being devoted to the Target assets, properties businesses or other interests. Accordingly, the Transaction is determined to be a Fundamental Change that is a Major Acquisition and requires shareholder approval for the purposes of the CSE policies.

Section 4.6(2)(a)(i)(2) of CSE Policy 4 requires a CSE listed issuer to seek and receive shareholder approval for a proposed securities offering if for a CSE listed issuer that is not an NV Issuer, the number of securities issuable in such securities offering is 100% of the total number of securities or votes outstanding. If the Consolidation is completed in connection with the Transaction, there will be an aggregate of 18,799,486 Common Shares outstanding. Accordingly, the issue of up to 30,000,000 Post-Consolidation Common Shares and 15,000,000 Post-Consolidation Warrants to holders of the Subscription Receipts, upon the exchange of the Subscription Receipts, will represent more than 100% of the issued and outstanding Common Shares. In addition, the Company is not an NV Issuer for the purposes of the CSE policies. Accordingly, the Offering requires shareholder approval for the purposes of the CSE policies.

At the Meeting, the approval of shareholders, other than any related parties of the Company, is required for the completion of the Transaction and the Offering. Therefore, at the Meeting the shareholders will be asked to consider and, if thought appropriate, pass a resolution (the "Transaction Resolution") in the form set out below:

"BE IT RESOLVED THAT:

pursuant to the policies of the Canadian Securities Exchange (the "CSE"), the acquisition (the "Transaction") by the Company of all of the issued and outstanding common shares of 15007887 Canada Corp. (the "Target") pursuant to a three-cornered amalgamation to be completed pursuant to section 181 of the Canada Business Corporations Act in accordance with an amalgamation agreement dated August 25, 2025 among the Company, 17086326 Canada Inc., a wholly-owned subsidiary of the Company, and the Target, as more fully described in the Company's management information circular dated November 22, 2025, be and hereby is approved;
in accordance with the policies of the CSE, the Company be and hereby is approved to issue up to 30,000,000 Common Shares to holders of the subscription receipts (the "Subscription Receipts") upon the exchange of the Subscription Receipts, on and subject to the terms of a subscription receipt agreement between the Company and its subscription receipt agent to be entered into in connection with the non-brokered private placement of Subscription Receipts, all as more particularly described in the Company's management information circular dated November 22, 2025; and
any officer or director of the Corporation be and is hereby authorized and directed, on behalf of the Corporation, to execute and deliver any document or instrument, to do all such acts and to take any measure, in the opinion of such officer or director, that may prove necessary or desirable to give full effect to this resolution."

The Board recommends that shareholders vote in favour of the Transaction Resolution to approve the Transaction and the Offering as set out above.

PROXIES RECEIVED IN FAVOUR OF MANAGEMENT WILL BE VOTED FOR THE APPROVAL OF THE PROPOSED ISSUANCE OF COMMON SHARES RESOLUTION, UNLESS THE SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT HIS, HER OR ITS COMMON SHARES ARE TO BE VOTED AGAINST THE PROPOSED ISSUANCE OF COMMON SHARES RESOLUTION.

5. ELECTION OF DIRECTORS CONDITIONAL UPON AND EFFECTIVE FOLLOWING THE COMPLETION OF THE TRANSACTION

The Board determined that, conditional upon and effective following completion of the Transaction, five (5) directors will be nominated at the Meeting. The persons proposed to be nominated for election as a director conditional upon and effective following the completion of the Transaction (the "Resulting Issuer Director Nominees") will be presented for election at the Meeting as management's nominees. Each Resulting Issuer Director Nominees elected at the Meeting will hold office, conditional upon and effective following completion of the Transaction, until the next annual meeting of the shareholders of the Company or until his or her successor is elected or appointed, unless his or her office is earlier vacated in accordance with the articles or by-laws of the Company or the provisions of the OBCA.

The following table states the names of the five (5) Resulting Issuer Director Nominees, any offices with the Company to be held by them, their principal occupations or employment, the period or periods of service as directors of the Company and the approximate number of voting securities of the Company beneficially owned, directly or indirectly, or over which control or direction is exercised as of the Record Date.

Name, province or state and country of residence and position, if any, held in the Company	Principal Occupation, Business or Employment for the Five Preceding Years(1)	Served as Director of the Company since	Number of Common Shares beneficially owned, directly or indirectly, or controlled or directed at present(1)	Percentage of Voting Shares Owned or Controlled
Chris Irwin(2)
Director
Ontario, Canada	Partner of Irwin Lowy LLP, a law firm	May 7, 2020	200,000	0.2%
Nicholas Konkin(2)
President, Chief Executive Officer and Director
Ontario, Canada	Director, Capital Markets of Grove Corporate Services	September 26, 2022	2,000,000	1.8%
Dino Titaro(2)
Chairman and Director
Ontario, Canada	Corporate Director and Geologist	December 5, 2022	3,000,000	2.7%
Scott Jobin-Bevans(2)
Director
Santiago, Chile	Creek International Consulting Inc., Managing Director, Caracle Creek Chile, SpA	October 1, 2024	Nil	Nil
Matthew Rees
Proposed Director
Ontario, Canada	Chief Geologist, IAMGOLD	Nominee	Nil	Nil

Notes:
(1) The information as to principal occupation, business or employment and voting securities beneficially owned, controlled or directed, not being within the knowledge of the Company, has been furnished by the Resulting Issuer Director Nominees.
(2) Proposed member of the Audit Committee.
(3) Mr. Konkin is a mining-focused capital markets executive with 15 years of experience across exploration and development-stage resource issuers. His background spans business development, corporate strategy, and investor relations, with a track record of supporting public companies through growth, restructuring, and market repositioning initiatives. Mr. Konkin holds a Bachelor of Commerce in Financial Planning and has worked extensively with both private and publicly listed mining companies throughout his career. Mr. Konkin is currently the Chief Executive Officer of the Company and a Director of Graycliff Exploration Ltd., where he leads corporate strategy, capital markets engagement, and value-driven development within the metals and mining sector.
(4) The principal occupations of Mr. Rees, the Resulting Issuer Director Nominee who was not previously elected by the shareholders of the Company, during the past five years are as follows:

Mr. Rees is currently working as a consulting exploration geologist for several junior clients but was recently (2022-2024) on the board and directed exploration for Copper Road Resources, a mineral resource company, until transacting the flagship Batchawana Cu-Mo property to Sterling Metals in early 2024. Concurrently and previously, he was the Chief Geologist of IAMGOLD Corporation, a mining company, and over a 11-year span at IAMGOLD Corporation helped lead the exploration team that discovered or acquired 29.1M ounces of Au over the last decade from 2012 to 2023.

In a career spanning over 40 years so far, Mr. Rees has also been the Chief Geologist and later Vice President of Exploration for Stockport Exploration (formerly Linear Metals, 6 years), an independent consulting geologist, a Project and Senior Geologist with Noranda-Falconbridge (18 years), as well as various positions with other major mining and junior exploration companies. During this career he has worked in numerous countries around the globe, from Mexico to Mongolia, and across Canada from coast to coast.

During his career Mr. Rees has led the teams that delineated and drilled off the KM61 Mo-Cu-Ag porphyry deposit in Ontario, discovered quartz pebble lag Au deposits in Kenya, enlarged the Seymour Lake Li-Ta pegmatite field in Ontario, discovered several Cu-Ag and Pb-Zn deposits in the Arctic, several Cu-Au porphyries in Turkey, and was part of the team that discovered the Rod Zone which eventually became part of the Jolu Au mine in Saskatchewan, among other accomplishments.

Mr. Rees holds a M.Sc. in Geology from the University of Saskatchewan, specializing in geochemistry and ore deposit fluid systems, is a Professional Geologist registered in Ontario, and is a member of PDAC, AME and SEG. In 2023 he also assumed the Chair of the Industry Advisory Board to the Mineral Exploration Research Centre (MERC) under the Metal Earth (ME) project, part of the Harquail School of Earth Sciences at Laurentian University.

PROXIES RECEIVED IN FAVOUR OF MANAGEMENT WILL BE VOTED FOR THE ELECTION OF THE ABOVE-NAMED NOMINEES, UNLESS THE SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT HIS, HER OR ITS COMMON SHARES ARE TO BE WITHHELD FROM VOTING IN RESPECT THEREOF. Management has no reason to believe that any of the nominees will be unable to serve as a director but, IF A NOMINEE IS FOR ANY REASON UNAVAILABLE TO SERVE AS A DIRECTOR, PROXIES IN FAVOUR OF MANAGEMENT WILL BE VOTED IN FAVOUR OF THE REMAINING NOMINEES AND MAY BE VOTED FOR A SUBSTITUTE NOMINEE UNLESS THE SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT HIS, HER OR ITS COMMON SHARES ARE TO BE WITHHELD FROM VOTING IN RESPECT OF THE ELECTION OF DIRECTORS CONDITIONAL UPON AND EFFECTIVE FOLLOWING THE COMPLETION OF THE TRANSACTION.

Corporate Cease Trade Orders or Bankruptcies

Other than as set forth below, no proposed Resulting Issuer Director Nominee, within 10 years before the date of this Circular, has been a director, chief executive officer or chief financial officer of any corporation that:

(a) was subject to: (i) a cease trade order; (ii) an order similar to a cease trade order; or (iii) an order that denied the relevant corporation access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days (collectively, an "Order") and that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or
(b) was subject to an Order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

Chris Irwin

Mr. Irwin was a director from June 2015 to December 2017 and an officer from September 2015 to April 2016 of Playground Ventures Inc. (formerly Blocplay Entertainment Inc.) ("Playground"), which was subject to a management cease trade order resulting from a failure to file financial statements as issued on May 2, 2016, by the British Columbia Securities Commission and May 4, 2016 and May 16, 2016 by the Ontario Securities Commission. These cease trade orders were revoked on July 5, 2016, by the British Columbia Securities Commission and July 6, 2016, by the Ontario Securities Commission. Playground was subject to a management cease trade order resulting from a failure to file financial statements as issued on May 2, 2017, by the British Columbia Securities Commission and May 4, 2017, by the Ontario Securities Commission. These cease trade orders were revoked on July 5, 2017 by the British Columbia Securities Commission and July 6, 2017 by the Ontario Securities Commission.

No proposed Resulting Issuer Director Nominee, within 10 years before the date of this Circular, has been a director or executive officer of any corporation that, while the proposed director was acting in that capacity, or within a year of the proposed Resulting Issuer Director Nominee ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

Personal Bankruptcies

None of the proposed Resulting Issuer Director Nominees have, within the 10 years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of such person.

Penalties and Sanctions

None of the proposed Resulting Issuer Director Nominees have been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority or been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

The Resulting Issuer Director Nominees resolution will only be effective in the event that the Transaction is successfully completed.

AMENDMENT TO ARTICLES – NAME CHANGE

At the Meeting, shareholders will be asked to consider and, if deemed advisable, to pass, with or without variation, a special resolution, the text of which is attached as Exhibit "A" to the Notice of Meeting (the "Name Change Resolution"), which would authorize the Company to amend the articles of continuance to change its name to "Three Points Copper Inc." or other such name as the Board, in its sole discretion, may determine and as may be acceptable to the Director appointed under the Business Corporation Act (Ontario) (the "Name Change").

The Company believes that the Name Change is in the best interests of the Company in order to reflect contemplated changes in the business activities of the Company. The Name Change is a condition of the Proposed Transaction

THE NAME CHANGE RESOLUTION WILL ONLY BE IMPLEMENTED IN THE EVENT THAT ALL CONDITIONS TO THE TRANSACTION ARE SATISFIED OR WAIVED (OTHER THAN CONDITIONS THAT MAY BE OR ARE INTENDED TO BE SATISFIED ONLY AFTER THE NAME CHANGE IS COMPLETED).

The Board may determine not to implement the Name Change after the Meeting and after receipt of necessary shareholder and regulatory approvals, but prior to the issue of a certificate of amendment under the OBCA, without further action on the part of the shareholders.

In order to pass the Name Change Resolution, at least two thirds of the votes cast by the shareholders present at the Meeting in person or by proxy must be voted in favour of the Name Change Resolution. If the Name Change Resolution does not receive the requisite shareholder approval, the Company will continue under its present name.

The Board recommends that shareholders vote in favour of the Name Change Resolution to approve the Name Change as set out above.

PROXIES RECEIVED IN FAVOUR OF MANAGEMENT WILL BE VOTED FOR THE APPROVAL OF THE NAME CHANGE RESOLUTION, UNLESS THE SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT HIS, HER OR ITS COMMON SHARES ARE TO BE VOTED AGAINST SUCH RESOLUTION.

AMENDMENT TO ARTICLES – CONSOLIDATION

At the Meeting, shareholders are being asked to consider and, if deemed advisable, to pass, with or without variation, a special resolution, the text of which is attached as Exhibit "A" to the Notice (the "Consolidation Resolution"), which would authorize the Company to effect a consolidation of all of the issued and outstanding Common Shares on the basis of up to six (6) pre-consolidation Common Shares, or such lesser number of pre-consolidation Common Shares as the directors of the Company in their discretion may determine, for one (1) post-consolidation Common Share (the "Consolidation"). Any factional Common Shares arising from the Consolidation will be rounded down to the nearest whole Common Share. In all other respects, the post-consolidated Common Shares will have the same attributes as the existing Common Shares.

The Company believes that the Consolidation will both enhance the marketability of the Company as an investment and better position the Company to raise the funds necessary for the continued development of its business and the growth of the Company. The Consolidation is a condition of the Transaction.

THE CONSOLIDATION RESOLUTION WILL ONLY BE IMPLEMENTED IN THE EVENT THAT ALL CONDITIONS TO THE TRANSACTION ARE SATISFIED OR WAIVED (OTHER THAN CONDITIONS THAT MAY BE OR ARE INTENDED TO BE SATISFIED ONLY AFTER THE CONSOLIDATION IS COMPLETED).

The Board may determine not to implement the Consolidation after the Meeting and after receipt of necessary shareholder and regulatory approvals, but prior to the issue of a certificate of amendment under OBCA, without further action on the part of the shareholders.

In order to pass, the Consolidation Resolution must be approved by at least two thirds of the votes cast by the shareholders, present at the Meeting in person or represented by proxy. If the Consolidation Resolution does not

receive the requisite shareholder approval, the Company will continue with its present share capital.

The Board recommends that shareholders vote in favour of the Consolidation Resolution to approve the Consolidation as set out above.

PROXIES RECEIVED IN FAVOUR OF MANAGEMENT WILL BE VOTED FOR THE APPROVAL OF THE CONSOLIDATION RESOLUTION, UNLESS THE SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT HIS, HER OR ITS COMMON SHARES ARE TO BE VOTED AGAINST THE CONSOLIDATION RESOLUTION.

STATEMENT OF EXECUTIVE COMPENSATION

Under applicable securities legislation, the Company is required to disclose certain financial and other information relating to the compensation of (a) the Chief Executive Officer, (b) the Chief Financial Officer, (c) the most highly compensated executive officer of the Company at the end of the most recently completed financial year of the Company whose total compensation was more than $150,000, and (d) each individual who would be a fit the description under paragraph (c) above but for the fact that the individual was neither an executive officer of the Company and was not acting in a similar capacity, at the end of that financial year (collectively the "Named Executive Officers") and for the directors of the Company.

Summary Compensation Table

The following table provides a summary of compensation paid, directly or indirectly, for each of the two most recently completed financial years to the Named Executive Officers and the directors of the Company.

TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES^{(1)}
Name and position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
Nicholas Konkin^{(2)}	2024	53,208	Nil	Nil	Nil	Nil	53,208
President, Chief Executive Officer and Director	2023	50,000	Nil	Nil	Nil	Nil	50,000
Chris Irwin^{(2)}	2024	Nil	Nil	Nil	Nil	Nil	Nil
Director	2023	Nil	Nil	Nil	Nil	Nil	Nil
Dino Titaro	2024	Nil	Nil	Nil	Nil	Nil	Nil
Chairman and Director	2023	Nil	Nil	Nil	Nil	Nil	Nil
Guy Charette^{(4)}	2024	Nil	Nil	Nil	Nil	Nil	Nil
Director	2023	Nil	Nil	Nil	Nil	Nil	Nil
Scott Jobin-Bevans^{(5)}	2024	Nil	Nil	Nil	Nil	Nil	Nil
Director	2023	n/a	n/a	n/a	n/a	n/a	n/a
Rebecca Hudson^{(6)(3)}	2024	53,208	Nil	Nil	Nil	Nil	53,208
Former Chief Financial Officer	2023	50,000	Nil	Nil	Nil	Nil	50,000
Rob Montemarano^{(7)}	2024	Nil	Nil	Nil	Nil	Nil	Nil
Former Director	2023	Nil	Nil	Nil	Nil	Nil	Nil

Notes:
(1) This table does not include any amount paid as reimbursement for expenses.
(2) During the financial year ended December 31, 2023, Irwin Lowy LLP, a limited liability partnership of which Mr. Irwin is a partner, accrued fees of $83,232.60 for legal services. During the financial year ended December 31, 2024, Irwin Lowy LLP, a limited liability partnership of which Mr. Irwin is a partner, accrued fees of $45,924.74 for legal services

(3) For the year ended December 31, 2024, the Company expensed $159,625 to Grove Corporate Services Ltd. ("Grove") for management, corporate administrative, book keeping and communications support to the Company. For the year ended December 31, 2024, the Company expensed $2,615 to Grove for listing, filing and transfer agency services. For the year ended December 31, 2023, the Company expensed $179,204 to Grove) for management, corporate administrative, book keeping and communications support to the Company. For the year ended December 31, 2023, the Company expensed $5,565 to Grove for listing, filing and transfer agency services.

(4) Mr. Charette was appointed a director of the Company on July 12, 2023.

(5) Dr. Jobin-Bevans was appointed a director of the Company on October 1, 2024.

(6) Ms. Rebecca Hudson resigned as the Chief Financial Officer of the Company on February 28, 2025. Mr. Alex Pekurar was appointed the Chief Financial Officer of the Company in her stead.

(7) Mr. Montemarano resigned as a director of the Company on September 17, 2024.

(8) As at December 31, 2024, the officers and directors of the Company who had such positions with the Company as at such date held options as follows:

Mr. Konkin held 1,500,000 stock options exercisable to purchase 1,500,000 Common Shares.
Mr. Irwin held 500,000 stock options exercisable to purchase 500,000 Common Shares.
Mr. Titaro held 500,000 stock options exercisable to purchase 500,000 Common Shares.
Mr. Charette held 500,000 stock options exercisable to purchase 500,000 Common Shares.
Dr. Jobin-Bevans and Ms. Hudson did not hold any stock options.
Mr. Montemarano held 500,000 stock options exercisable to purchase 500,000 Common Shares.

Stock Options and Other Compensation Securities

During the Company's most recently completed financial year, the Company did not grant or issue any compensation securities to any Named Executive Officer or director of the Company for services provided or to be provided, directly or indirectly, to the Company or any of its subsidiaries.

None of the Named Executive Officers or directors of the Company exercised any compensation securities during the most recently completed financial year of the Company.

Stock Option Plan and other Incentive Plans

The Company adopted an Omnibus Long Term Incentive Plan (the "LTIP") on December 5, 2022.

The LTIP is a "rolling" plan which sets the number of Awards (as defined herein) available for grant by the Company at an amount equal to up to a maximum of 10% of the Company's issued and outstanding Common Shares from time to time. The LTIP allows for a variety of equity-based awards that provide different types of incentives to be granted to certain of the Company's executive officers, employees and consultants, including Options, performance share units ("PSUs") and restricted share units ("RSUs" and together with Options and PSUs, "Awards"). Each Award will represent the right to receive Common Shares, or in the case of PSUs and RSUs, Common Shares or cash, in accordance with the terms of the LTIP. The following summary of the material terms of the LTIP is qualified in its entirety by the full text of the LTIP.

Under the terms of the LTIP, the Board may grant Awards to eligible participants. Participation in the LTIP is voluntary and, if an eligible participant agrees to participate, the grant of Awards will be evidenced by a grant agreement with each such participant. The interest of any participant in any Award is not assignable or transferable, whether voluntary, involuntary, by operation of law or otherwise, other than by will or the laws of descent and distribution.

The LTIP provides that appropriate adjustments, if any, will be made by the Board in connection with a reclassification, reorganization or other change of the Common Shares, share split or consolidation, distribution, merger or amalgamation, in the Common Shares issuable or amounts payable to preclude a dilution or enlargement of the benefits under the LTIP.

The maximum number of Common Shares reserved for issuance under the LTIP will be 10% of the aggregate number of Common Shares issued and outstanding from time to time. As of the Record Date, a total of 6,250,000 Options are issued and outstanding under the LTIP. For the purposes of calculating the maximum number of Common Shares reserved for issuance under the LTIP, any issuance from treasury by the Company that is issued in reliance upon an exemption under applicable stock exchange rules applicable to equity-based compensation arrangements used as an inducement to person(s) or company(ies) not previously employed by and not previously an insider of the Company shall not be included. All of the Common Shares covered by the exercised, cancelled or terminated Awards will

automatically become available Common Shares for the purposes of Awards that may be subsequently granted under the LTIP. As a result, the LTIP is considered an "evergreen" plan.

The maximum number of Common Shares that may be: (i) issued to insiders of the Company within any one-year period; or (ii) issuable to insiders of the Company at any time under the LTIP or any other proposed or established security-based compensation arrangements cannot exceed 10% of the aggregate number of Common Shares issued and outstanding from time to time determined on a non-diluted basis.

An Option will be exercisable during a period established by the Board which will commence on the date of the grant and terminate no later than ten years after the date of the granting of the Option or such shorter period as the Board may determine. As long as the Common Shares are traded on a stock exchange, the exercise price of an Option may not be less than the greater of the closing price of the Common Shares on:

(i) the last trading day before the date such Option is granted; and
(ii) the date such Option is granted. The LTIP provides that the exercise period of an Option will automatically be extended if the date on which it is scheduled to terminate falls during a black-out period. In such cases, the extended exercise period will terminate 10 business days after the last day of the black-out period. In order to facilitate the payment of the exercise price of the Options, the LTIP has a cashless exercise feature pursuant to which a participant may elect to undertake either a broker assisted "cashless exercise" or a "net exercise" subject to the procedures set out in the LTIP, including the consent of the Board, where required.

The following table describes the impact of certain events upon the rights of holders of Options under the LTIP, including termination for cause, resignation, retirement, termination other than for cause, and death or long-term disability, subject to the terms of a participant's employment agreement, grant agreement and the change of control provisions described below:

Event	Provisions
Termination for cause	Immediate forfeiture of all vested and unvested Options.
Resignation	The earlier of the original expiry date and 90 days after resignation to exercise vested Options or such longer period as the Board may determine in its sole discretion.
Retirement	All unvested Options will vest in accordance with their vesting schedules, and all vested Options held may be exercised until the earlier of the expiry date of such Options or one year following the termination date.
Termination or cessation	All unvested Options may vest subject to pro ration over the applicable vesting or performance period and shall expire on the earliest of 90 days after the effective date of the termination date, or the expiry date of such Option.
Death	If a participant dies while in his or her capacity as an eligible participant, all unvested Options will immediately vest and expire 180 days after the death of such participant.
Change of Control	If a participant is terminated without "cause" or resigns for good reason during the 12 month period following a Change of Control, or after

the Company has signed a written agreement to effect a change of control but before the change of control is completed, then any unvested Options will immediately vest and may be exercised prior to the earlier of 30 days of such date or the expiry date of such Options.

The terms and conditions of grants of RSUs and PSUs, including the quantity, type of award, grant date, vesting conditions, vesting periods, settlement date and other terms and conditions with respect to these Awards, will be set out in the participant's grant agreement. Impact of certain events upon the rights of holders of these types of Awards, including termination for cause, resignation, retirement, termination other than for cause and death or long-term disability, will be set out in the participant's grant agreement.

In connection with a change of control of the Company, the Board will take such steps as are reasonably necessary or desirable to cause the conversion or exchange or replacement of outstanding Awards into, or for, rights or other securities of substantially equivalent (or greater) value in the continuing entity, as applicable. If the surviving successor or acquiring entity does not assume the outstanding Awards, or if the Board otherwise determines in its discretion, the Company will give written notice to all participants advising that the LTIP will be terminated effective immediately prior to the change of control and all Awards, as applicable, will be deemed to be vested and, unless otherwise exercised, settle, forfeited or cancelled prior to the termination of the LTIP, will expire or, with respect to the RSUs and PSUs be settled, immediately prior to the termination of the LTIP. In the event of a change of control, the Board has the power to:

(i) make such other changes to the terms of the Awards as it considers fair and appropriate in the circumstances, provided such changes are not adverse to the participants;

(ii) otherwise modify the terms of the Awards to assist the participants to tender into a takeover bid or other arrangement leading to a change of control, and thereafter; and

(iii) terminate, conditionally or otherwise, the Awards not exercised or settled, as applicable, following successful completion of such change of control. If the change of control is not completed within the time specified therein (as the same may be extended), the Awards which vest will be returned by the Company to the participant and, if exercised or settled, as applicable, the Common Shares issued on such exercise or settlement will be reinstated as authorized but unissued Common Shares and the original terms applicable to such Awards will be reinstated.

The Board may, in its sole discretion, suspend or terminate the LTIP at any time, or from time to time, amend, revise or discontinue the terms and conditions of the LTIP or of any securities granted under the LTIP and any grant agreement relating thereto, subject to any required regulatory approvals, provided that such suspension, termination, amendment, or revision will not adversely alter or impair any Award previously granted except as permitted by the terms of the LTIP or as required by applicable laws.

The Board may amend the LTIP or any securities granted under the LTIP at any time without the consent of a participant provided that such amendment: (i) does not adversely alter or impair any Award previously granted except as permitted by the terms of the LTIP; (ii) is in compliance with applicable law and subject to any regulatory approvals; and (iii) is subject to Shareholder approval, where required by law, the requirements of the LTIP, provided however that Shareholder approval will not be required for the following amendments and the Board may make any changes which may include but are not limited to:

amendments of a general "housekeeping" or clerical nature that, among others, clarify, correct or rectify any ambiguity, defective provision, error or omission in the LTIP;
changes that alter, extend or accelerate the terms of vesting or settlement applicable to any Award;
any amendment regarding the effect of termination of a participant's employment or engagement;
any amendment to add or amend provisions relating to the granting of cash-settled awards, provision of financial assistance or clawbacks and any amendment to a cash-settled award, financial assistance

or clawbacks provisions which are adopted;

any amendment regarding the administration of the LTIP; and
any other amendment that does not require shareholder approval under the LTIP;

provided that the alteration, amendment or variance does not:

increase the maximum number of Common Shares issuable under the LTIP, other than an adjustment pursuant to a change in capitalization;
reduce the exercise price of Awards;
permit the introduction or re-introduction of non-employee directors as eligible participants on a discretionary basis or any amendment that increases the limits previously imposed on non-employee director participation;
remove or exceed the insider participation limits; or
amend the amendment provisions of the LTIP.

The Company does not have any other incentive plan, other than the LTIP.

Employment, Consulting and Management Agreements

Other than as disclosed below, the Company does not, and did not during the most recently completed financial year, have in place any employment agreements between the Company or any subsidiary or affiliate thereof and any of its Named Executive Officers or directors.

Mr. Nicholas Konkin, the Company's President and Chief Executive Officer and Mr. Alex Pekurar, the Company's Chief Financial Officer, provide their services to the Company in accordance with the terms of a business services agreement (the "Grove Agreement"), between the Company and Grove Corporate Services Ltd. ("Grove"), an external management company. All compensation paid by the Company in respect of Messrs. Konkin and Pekurar services to the Company as disclosed herein was or is expected to be paid to Grove and not directly to Messrs. Konkin and Pekurar, except for any stock options that may be granted to each of Messrs. Konkin and Pekurar. In accordance with the terms of the Grove Agreement, the Company pays a monthly fee of $12,500 to Grove for management, corporate administrative and communications support.

Oversight and Description of Director and Named Executive Officer Compensation

Compensation of Directors

The Board believes that directors should be provided with incentives to focus on long-term shareholder value. The Board believes that including equity options as part of director compensation helps align the interests of directors with those of the Company's shareholders. The Company seeks to attract exceptional talent to its Board. Therefore, the Company's policy is to compensate directors competitively relative to comparable companies. The Company's management will, from time to time, present a report to the Board comparing the Company's director compensation with that of comparable companies. The Board believes that it is appropriate for the Chairman of the Board and the chairmen of the committees, if not members of management, to receive additional compensation for their additional duties in these positions. Directors who are also management of the Company may receive additional compensation for Board or committee service if they are not already compensated at full industry rates in their capacities as employees.

Compensation of Named Executive Officers

Principles of Executive Compensation

When determining the compensation of the Named Executive Officers, the Board considers the limited resources of the Company and the objectives of: (i) recruiting and retaining the executives critical to the success of the Company and the enhancement of shareholder value; (ii) providing fair and competitive compensation in consideration of an individual's expertise and experience; (iii) balancing the interests of management and shareholders of the Company;

and (iv) rewarding performance, both on an individual basis and with respect to the business in general. The Board believes that each executive's compensation must be reviewed and tailored to each executive based on their role within the organization as well as their own personal circumstances. In order to achieve these objectives, the compensation paid to the Named Executive Officers consists of the following three components:

(a) base fee;
(b) bonuses and other incentives; and
(c) long-term incentives in the form of stock options.

The Board is responsible for the Company's compensation policies and practices. The Board has the responsibility to review and make recommendations concerning the compensation of the directors of the Company and the Named Executive Officers within the constraints of the agreements described above in the section titled "Statement of Executive Compensation – Employment, Consulting and Management Agreements". The Board also has the responsibility to make recommendations concerning bonuses and other incentives and grants to eligible persons under the LTIP. The Board and the Nominating Committee review and approve the hiring of executive officers.

Base Salary

The Board approves the salary ranges for the Named Executive Officers. The base salary review for each Named Executive Officer is based on assessment of factors such as current competitive market conditions, compensation levels within the peer group and particular skills, such as leadership ability and management effectiveness, experience, responsibility and proven or expected performance of the particular individual. No specific weightings are assigned to each factor, but rather, a subjective determination is made based on a general assessment of the performance of the individual relative to such factors. Comparative data for the Company's peer group is also accumulated from a number of external sources including independent consultants. The Company's policy for determining salary for executive officers of the Company is consistent with the administration of salaries for all other employees.

Annual Incentives

The Named Executive Officers have an opportunity to earn annual incentive compensation payable as a cash bonus, however the Company is not currently awarding any such annual incentives. The annual incentive compensation is intended to link pay to annual performance that will drive shareholder value so the Company may, in its discretion, award such incentives in the future in order to motivate executives to achieve short-term corporate goals.

The success of the Named Executive Officers in achieving their individual objectives and their contribution to the Company in reaching its overall goals are factors in the determination of their annual bonus. The Board assesses each Named Executive Officers' performance on the basis of his or her respective position and contribution to the achievement of the predetermined corporate objectives, as well as to needs of the Company that arise on a day-to-day basis. Annual incentive compensation is tied to corporate and individual performance. This assessment is used by the Board in developing its recommendations with respect to the determination of annual bonuses for the Named Executive Officers.

Compensation and Measurements of Performance

It is the intention of the Board to approve targeted amounts of annual incentives for each Named Executive Officer at the beginning of each financial year. The targeted amounts will be determined by the Board based on a number of factors, including comparable compensation of similar companies.

Achieving predetermined individual and/or corporate targets and objectives, as well as general performance in day-to-day corporate activities, will trigger the award of a bonus payment to the Named Executive Officers. The Named Executive Officers will receive a partial or full incentive payment depending on the number of the predetermined targets met and the Board's assessment of overall performance. The determination as to whether a target has been met is ultimately made by the Board and the Board reserves the right to make positive or negative adjustments to any bonus payment if they consider them to be appropriate.

Long Term Compensation

The Company currently has no long-term incentive plans, other than Awards granted from time to time by the Board under the provisions of the LTIP.

Pension Disclosure

There are no pension plan benefits in place for the Named Executive Officers or the directors of the Company.

Termination and Change of Control Benefits

The Company has not provided compensation, monetary or otherwise, during the two preceding fiscal years, to any person who now acts or has previously acted as a Named Executive Officer or director of the Company in connection with or related to the retirement, termination or resignation of such person. The Company has not provided any compensation to such persons as a result of a change of control of the Company, its subsidiaries or affiliates. Except as set forth under the heading "Employment, Consulting and Management Agreements, the Company is not party to any compensation plan or arrangement with Named Executive Officers or directors of the Company resulting from the resignation, retirement or the termination of employment of such person.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets forth information with respect to all compensation plans of the Company under which equity securities are authorized for issue as of December 31, 2024:

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (#)	Weighted-average exercise price of outstanding options, warrants and rights ($)	Number of securities remaining available for future issue under equity compensation plans (#)
Equity compensation plans approved by securityholders	6,750,000	0.15	4,529,692
Equity compensation plans not approved by securityholders	Nil	Nil	Nil
Total	6,750,000	0.15	4,529,692

Notes:
(1) The LTIP is a "rolling" plan whereby the maximum number of Common Shares that may be reserved for issue pursuant to the LTIP will not exceed 10% of the number of outstanding Common Shares at the time of the stock option grant. As at the date of this Circular, 4,529,692 stock options are reserved for issue and remain available for future issue under the Stock Option Plan.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as otherwise disclosed in this Circular, no informed person or proposed director of the Company, or associate or affiliate of any of the foregoing, has had any material interest, direct or indirect, in any transaction since the commencement of the most recently completed financial year of the Company or in any proposed transaction which has materially affected or would materially affect the Company.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No director or officer of the Company or person who acted in such capacity in the last financial year of the Company, or any other individual who at any time during the most recently completed financial year of the Company was a director of the Company or any associate of the Company, is indebted to the Company, nor is any indebtedness of any such person to another entity the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company.

AUDIT COMMITTEE INFORMATION REQUIRED IN THE INFORMATION CIRCULAR OF A VENTURE ISSUER

NI 52-110 requires that certain information regarding the Audit Committee of a "venture issuer" (as that term is defined in NI 52-110) be included in the management information circular sent to shareholders in connection with the issuer's annual meeting. The Company is a "venture issuer" for the purposes of NI 52-110.

Audit Committee

The Audit Committee is responsible for the Company's financial reporting process and the quality of its financial reporting. The Audit Committee is charged with the mandate of providing independent review and oversight of the Company's financial reporting process, the system of internal control and management of financial risks, and the audit process, including the selection, oversight and compensation of the Company's external auditors. The Audit Committee also assists the Board in fulfilling its responsibilities in reviewing the Company's process for monitoring compliance with laws and regulations and its own code of business conduct. In performing its duties, the Audit Committee maintains effective working relationships with the Board, management, and the external auditors and monitors the independence of those auditors. The Audit committee is also responsible for reviewing the Company's financial strategies, its financing plans and its use of the equity and debt markets.

Audit Committee Charter

The full text of the charter of the Company's Audit Committee is attached hereto as appendix B (the "Audit Committee Charter").

Composition of the Audit Committee

The Audit Committee members are Dino Titaro (Chair), Scott Jobin-Bevans and Chris Irwin, each of whom is a director and financially literate and are independent in accordance with NI 52-110.

Relevant Education and Experience

The following is a description of the education and experience of each member of the Audit Committee, that is relevant to the performance of his responsibilities as an Audit Committee member and, in particular, any education or experience that would provide the member with:

an understanding of the accounting principles used by the Company to prepare its financial statements;
the ability to assess the general application of such accounting principles in connection with the accounting for estimates, accruals and reserves;
experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company's financial statements, or experience actively supervising one or more persons engaged in such activities; and
an understanding of internal controls and procedures for financial reporting.

Chris Irwin, Director: Mr. Irwin is a partner in the Toronto law firm of Irwin Lowy LLP focused on securities and corporate/commercial law. He advises a number of public companies on a variety of matters including continuous disclosure and regulatory matters, reverse takeover transactions, initial public offerings and takeover bids. Mr. Irwin is also a director and officer of several public companies. Mr. Irwin serves or has served on the audit committee of several public companies. He has been responsible for overseeing the preparation and review of financial statements and management's discussion and analysis and has attended audit committee meetings as management and meetings with auditors.

Dino Titaro, Chairman and Director: Mr. Titaro is a geologist who has over 35 years of international experience in the mining and exploration mineral resource industry. He currently serves as an independent director on the board of directors of Allied Gold Corporation, Avidian Gold Corp., and Golconda Gold Ltd. Mr. Titaro is a geologist with an MSc degree in economic geology and is a qualified person as defined by National Instrument 43-101 and is registered as a P.Geo in Ontario. Mr. Titaro serves or has served on the audit committee of several public companies. He has been responsible for overseeing the preparation and review of financial statements and management’s discussion and analysis and has attended audit committee meetings as management and meetings with auditors.

Scott Jobin-Bevans, Director: Dr. Jobin-Bevans has over 30 years' experience in the geosciences, including mineral exploration, management and administration, lecturing, research, administrative reporting, technical report writing (proposals, research articles), presentations (wide range of audiences), project finance, and more recently mineral processing. With more than 25 years of direct experience with public and private companies as an officer, director and technical advisor, he has been involved with taking numerous private companies public. Dr. Jobin-Bevans has a Ph.D. (Geology) from the University of Western Ontario and is a registered geoscientist with the Professional Geoscientists of Ontario (PGO) and with the Association of Professional Engineers and Geoscientists of Saskatchewan (APEGS), an External Adjunct Professor in the Department of Geology (Lakehead University, Ontario, Canada), and a certified Project Management Professional (PMP). Dr. Jobin-Bevans is a past president (2010-2012) and a past director of the Prospectors and Developers Association of Canada (PDAC). Dr. Jobin-Bevans serves or has served on the audit committee of several public companies. He has been responsible for overseeing the preparation and review of financial statements and management’s discussion and analysis and has attended audit committee meetings as management and meetings with auditors.

Audit Committee Oversight

Since the commencement of the Company's most recently completed financial year, there has not been a recommendation of the Audit Committee to nominate or compensate an external auditor which was not adopted by the Board.

Reliance on Exemptions in NI 52-110

Since the commencement of the Company's most recently completed financial year, the Company has not relied on:

the exemption in section 2.4 (De Minimis Non-audit Services) of NI 52-110 (which exempts all non-audit services provided by the Company's auditor from the requirement to be pre-approved by the Audit Committee if such services are less than 5% of the auditor's annual fees charged to the Company, are not recognized as non-audit services at the time of the engagement of the auditor to perform them and are subsequently approved by the Audit Committee prior to the completion of that year's audit);
the exemption in subsection 6.1.1(4) (Circumstance Affecting the Business or Operations of the Venture Issuer) of NI 52-110 (an exemption from the requirement that a majority of the members of the Audit Committee must not be executive officers, employees or control persons of the Company or of an affiliate of the Company if a circumstance arises that affects the business or operations of the Company and a reasonable person would conclude that the circumstance can be best addressed by a member of the Audit Committee becoming an executive officer or employee of the Company);
the exemption in subsection 6.1.1(5) (Events Outside Control of Member) (an exemption from the requirement that a majority of the members of the Audit Committee must not be executive officers, employees or control persons of the Company or of an affiliate of the Company if an Audit Committee member becomes a control person of the Company or of an affiliate of the Company for reasons outside the member's reasonable control);
the exemption in subsection 6.1.1(6) (Death, Incapacity or Resignation) (an exemption from the requirement that a majority of the members of the Audit Committee must not be executive officers, employees or control persons of the Company or of an affiliate of the Company if a vacancy on the Audit Committee arises as a result of the death, incapacity or resignation of an Audit Committee member and the Board was required to fill the vacancy); or

an exemption from the requirements of NI 52-110, in whole or in part, granted by a securities regulator under Part 8 (Exemptions) of NI 52-110.

The Company is a "venture issuer" for the purposes of NI 52-110. Accordingly, the Company is relying upon the exemption in section 6.1 of NI 52-110 providing that the Company is exempt from the application of Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations) of NI 52-110.

Pre-Approval Policies and Procedures

In the event that the Company wishes to retain the services of the Company's external auditors for any non-audit services, prior approval of the Audit Committee must be obtained.

Audit Fees

The following table provides details in respect of audit, audit related, tax and other fees billed by the external auditor of the Company for professional services rendered to the Company during the fiscal years ended December 31, 2024 and December 31, 2023:

	Audit Fees ($)(1)	Audit-Related Fees ($)	Tax Fees ($)	All Other Fees ($)
Year ended December 31, 2024	35,000	Nil	Nil	Nil
Year ended December 31, 2023	35,000	Nil	Nil	Nil

Audit Fees – aggregate fees billed for professional services rendered by the auditor for the audit of the Company's annual financial statements as well as services provided in connection with statutory and regulatory filings.

Audit-Related Fees – aggregate fees billed for professional services rendered by the auditor and were comprised primarily of audit procedures performed related to the review of quarterly financial statements and related documents.

Tax Fees – aggregate fees billed for tax compliance, tax advice and tax planning professional services. These services included reviewing tax returns and assisting in responses to government tax authorities.

All Other Fees – aggregate fees billed for professional services which included accounting advice.

REPORT ON CORPORATE GOVERNANCE

The Company believes that adopting and maintaining appropriate governance practices is fundamental to a well-run company, to the execution of its chosen strategies and to its successful business and financial performance. National Instrument 58-101 – Disclosure of Corporate Governance Practices and National Policy 58-201 – Corporate Governance Guidelines (collectively the "Governance Guidelines") of the Canadian Securities Administrators set out a list of non-binding corporate governance guidelines that issuers are encouraged to follow in developing their own corporate governance guidelines. In certain cases, the Company's practices comply with the guidelines, however, the Board considers that some of the guidelines are not suitable for the Company at its current stage of development and therefore these guidelines have not been adopted. The Company will continue to review and implement corporate governance guidelines as the business of the Company progresses and becomes more active in operations.

The following disclosure is required by the Governance Guidelines and describes the Company's approach to governance and outlines the various procedures, policies and practices that the Company and the Board have implemented.

Board of Directors

The Board is currently composed of five directors. At the Meeting, whether the Transaction is completed or not, the number of directors to be elected at the Meeting shall be five. Form 58-101F2 – Corporate Governance Disclosure

(Venture Issuers) ("Form 58-101F2") requires disclosure regarding how the Board facilitates its exercise of independent supervision over management of the Company by providing the identity of directors who are independent and the identity of directors who are not independent and the basis for that determination. NI 52-110 provides that a director is independent if he or she has no direct or indirect "material relationship" with the company. "Material relationship" is defined as a relationship which could, in the view of the Board, be reasonably expected to interfere with the exercise of a director's independent judgment. In addition, under NI 52-110, an individual who is, or has been within the last three years, an employee or executive officer of an issuer, is deemed to have a "material relationship" with the issuer. Accordingly, of the proposed nominees, whether the Transaction is completed or not, Mr. Konkin, the President and Chief Executive Officer of the Company, is considered not to be "independent". The remaining four proposed directors are considered by the Board to be "independent" within the meaning of NI 52-110. In assessing Form 58-101F2 and making the foregoing determinations, the Board has examined the circumstances of each director in relation to a number of factors.

Directorships

The following table sets forth the directors of the Company who currently hold directorships with other reporting issuers:

Name of Director	Reporting Issuer
Chris Irwin	Minnova Corp., Playground Ventures Inc., SBD Capital Corp., Sixty-Six Capital Inc., Greencastle Resources Ltd. and Haviland Enviro Corp.
Nicholas Konkin	Graycliff Exploration Ltd.
Dino Titaro	Avidian Gold Ltd.; Golconda Gold Ltd., Allied Gold Corporation.
Scott Jobin-Bevans	Stroud Resources Ltd., Northern Shield Resources Inc., International Prospect Ventures Ltd., Vision Lithium Inc., Sienna Resources Inc., Makenita Resources Inc.

Orientation and Continuing Education

The Board does not have a formal orientation or education program for its members. The Board's continuing education is typically derived from correspondence with the Company's legal counsel to remain up to date with developments in relevant corporate and securities law matters. Additionally, historically board members have been nominated who are familiar with the Company and the nature of its business.

Ethical Business Conduct

The Board has not adopted guidelines or attempted to quantify or stipulate steps to encourage and promote a culture of ethical business conduct, but does promote ethical business conduct through the nomination of Board members it considers ethical, through avoiding or minimizing conflicts of interest, and by having at least two of its Board members independent of corporate matters.

Nomination of Directors

The recruitment of new directors has generally resulted from recommendations made by Board members and shareholders. The assessment of the contributions of individual directors has principally been the responsibility of the Board. Prior to standing for election, new nominees to the Board of directors are reviewed by such committee and the entire Board.

Other Board Committees

The Board has established an Audit Committee.

Audit Committee

The operation of the Audit Committee is described in the section titled "Audit Committee Information Required in The Information Circular of a Venture Issuer" in this Circular.

Assessments

Currently the Board has not implemented a formal process for assessing directors.

OTHER MATTERS

The management of the Company knows of no other matters to come before the Meeting other than as set forth in the Notice. However, if other matters which are not known to management should properly come before the Meeting, the accompanying instrument of proxy will be voted on such matters in accordance with the best judgment of the person or persons voting the proxy.

ADDITIONAL INFORMATION

Additional information relating to the Company is available on SEDAR+ at www.sedarplus.ca. Shareholders may contact the Company at its office by mail at 100 King Street West, Suite 5600, P.O. Box 270, Toronto, Ontario M5X 1C9 to request copies of: (i) this Circular; and (ii) the Company's financial statements and the related management's discussion and analysis ("MD&A") which will be sent to the shareholder without charge upon request. Financial information is provided in the Company's financial statements and MD&A for its financial years ended December 31, 2024 and December 31, 2023.

APPROVAL OF THE BOARD OF DIRECTORS

The contents of this Circular have been approved, and the delivery of it to each shareholder entitled thereto and to the appropriate regulatory agencies has been authorized by the Board.

DATED at Toronto, Ontario this 22nd day of November, 2025.

BY ORDER OF THE BOARD

"Nicholas Konkin" (signed)
President, Chief Executive Officer and Director

APPENDIX A

GLOSSARY OF TERMS

"Additional Payments" has the meaning ascribed thereto in section titled "Description of the Business of the Resulting Issuer – Acquisition of the Santa Monica Copper Project – Additional Payment Obligations" of appendix D, "Information Concerning the Resulting Issuer", attached to this Circular.

"Amalgamation Agreement" means the amalgamation agreement dated August 25, 2025 among the Company, Canada Co and the Target, it may be amended or supplemented at any time and from time to time after the date thereof.

"Amalco" means the corporation resulting from the amalgamation of Canada Co and the target pursuant to the Amalgamation.

"Amalco Shares" means common shares of Amalco.

"Amalgamation" means an amalgamation under Section 181 of the CBCA, on the terms and subject to the conditions set out in the Amalgamation Agreement, subject to any amendments or variations thereto made in accordance with the provisions of the Amalgamation Agreement, and pursuant to which the Target Shareholders will receive Common Shares on the basis of one Common Share for each one Target Share held and the Company will become the parent company of Amalco.

"Applicable Securities Laws" means the Securities Act (Ontario), as amended (the "Ontario Act"), all published rules and regulations issued thereunder, as well as all applicable rules, policy statements, notices, instruments, blanket rulings and orders issued by the Ontario Securities Commission (the "OSC") and all published rules, policy statements, notices, instruments and blanket orders and rulings of the Canadian Securities Administrators applicable in the Province of Ontario.

"Audit Committee Charter" has the meaning ascribed thereto in the section titled "Audit Committee Information Required in the Information Circular of a Venture Issuer – Audit Committee Charter" in this Circular.

"Awards" has the meaning ascribed thereto in the section titled "Statement of Executive Compensation - Stock Option Plan and other Incentive Plans" in this Circular.

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

"Business Day" means any day other than a Saturday or Sunday or other day on which Canadian Chartered Banks located in the City of Toronto are required or permitted to close.

"Canada Co" means 17086326 Canada Inc., a wholly owned subsidiary of the Company, incorporated under the CBCA solely for the purpose of completing the Amalgamation.

"Canada Co Shares" means the common shares of Canada Co.

"CBCA" means the Canada Business Corporations Act.

"Certificate" shall mean the Certificate of Amalgamation issued by the Director pursuant to Section 185 of the CBCA.

"Chilean Mining Code" has the meaning ascribed thereto in section titled "Description of the Business of the Resulting Issuer – Acquisition of the Santa Monica Copper Project – Foreign Operations – Chile" of appendix D, "Information Concerning the Resulting Issuer", attached to this Circular.

"CIB" means the Chilean Iron Belt.

"Circular" means this management information circular dated November 22, 2025.

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"CLP" means Peso.

"Common Shares" means the Common Shares of the Company.

"Company" means EVM Minerals Corporation, a corporation incorporated under the OBCA.

"Company Annual Financial Statements" has the meaning ascribed thereto in section titled "Documents Incorporated by Reference" of appendix C, "Additional Information Concerning the Company", attached to this Circular.

"Company Annual MD&A" has the meaning ascribed thereto in section titled "Documents Incorporated by Reference" of appendix C, "Additional Information Concerning the Company", attached to this Circular.

"Company Interim Financial Statements" has the meaning ascribed thereto in section titled "Documents Incorporated by Reference" of appendix C, "Additional Information Concerning the Company", attached to this Circular.

"Company Interim MD&A" has the meaning ascribed thereto in section titled "Documents Incorporated by Reference" of appendix C, "Additional Information Concerning the Company", attached to this Circular.

"Consolidation" has the meaning ascribed thereto in the section titled "Particulars of Matters to be Acted Upon – Amendment to Articles – Consolidation" in this Circular.

"Consolidation Resolution" has the meaning ascribed thereto in the section titled "Particulars of Matters to be Acted Upon – Amendment to Articles – Consolidation" in this Circular.

"Copper Target" has the meaning ascribed thereto in section titled "Description of the Business of the Resulting Issuer – Acquisition of the Santa Monica Copper Project – Additional Payment Obligations" of appendix D, "Information Concerning the Resulting Issuer", attached to this Circular.

"CSE" means the Canadian Securities Exchange.

"CSE Policy 2" means the CSE Policy 4 – Qualifications for Listing.

"CSE Policy 4" means the CSE Policy 4 – Corporate Governance, Security Holder Approvals and Miscellaneous Provisions.

"CSE Policy 8" means the CSE Policy 8 – Fundamental Changes and Changes of Business.

"Delayed Financing Fee" has the meaning ascribed thereto in section titled "Description of the Business of the Resulting Issuer – Acquisition of the Santa Monica Copper Project – Financing Fee" of appendix D, "Information Concerning the Resulting Issuer", attached to this Circular.

"Delayed Option Expenditures" has the meaning ascribed thereto in section titled "Description of the Business of the Resulting Issuer – Acquisition of the Santa Monica Copper Project – Financing Fee" of appendix D, "Information Concerning the Resulting Issuer", attached to this Circular.

"Earned Date" has the meaning ascribed thereto in section titled "Description of the Business of the Resulting Issuer – Acquisition of the Santa Monica Copper Project – Additional Payment Obligations" of appendix D, "Information Concerning the Resulting Issuer", attached to this Circular.

"ENAMI" means Empresa Nacional de Minería.

"Escrowed Securities" means the 866,666 Resulting Issuer Shares and 416,666 Resulting Issuer Options held pursuant to the Security Escrow Agreement.

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"Escrow Agent" means Odyssey Trust Company.

"Escrowed Holders" means the holders of Escrowed Securities.

"Financing Fee" has the meaning ascribed thereto in section titled "Description of the Business of the Resulting Issuer – Acquisition of the Santa Monica Copper Project – Financing Fee" of appendix D, "Information Concerning the Resulting Issuer", attached to this Circular.

"First Option" has the meaning ascribed thereto in section titled "Description of the Business of the Resulting Issuer – Acquisition of the Santa Monica Copper Project – Exercise of the Santa Monica Option – First Option" of appendix D, "Information Concerning the Resulting Issuer", attached to this Circular.

"First Option Cash Payment" has the meaning ascribed thereto in section titled "Description of the Business of the Resulting Issuer – Acquisition of the Santa Monica Copper Project – Exercise of the Santa Monica Option – First Option" of appendix D, "Information Concerning the Resulting Issuer", attached to this Circular.

"First Option Expenditures" has the meaning ascribed thereto in section titled "Description of the Business of the Resulting Issuer – Acquisition of the Santa Monica Copper Project – Exercise of the Santa Monica Option – First Option" of appendix D, "Information Concerning the Resulting Issuer", attached to this Circular.

"First Share Issuance" has the meaning ascribed thereto in section titled "Description of the Business of the Resulting Issuer – Acquisition of the Santa Monica Copper Project – Exercise of the Santa Monica Option – First Option" of appendix D, "Information Concerning the Resulting Issuer", attached to this Circular.

"Form 58-101F2" has the meaning ascribed thereto in the section titled "Report on Corporate Governance – Board of Directors" in this Circular.

"Fourth Option" has the meaning ascribed thereto in section titled "Description of the Business of the Resulting Issuer – Acquisition of the Santa Monica Copper Project – Exercise of the Santa Monica Option – Fourth Option" of appendix D, "Information Concerning the Resulting Issuer", attached to this Circular.

"Fourth Option Cash Payment" has the meaning ascribed thereto in section titled "Description of the Business of the Resulting Issuer – Acquisition of the Santa Monica Copper Project – Exercise of the Santa Monica Option – Fourth Option" of appendix D, "Information Concerning the Resulting Issuer", attached to this Circular.

"Fundamental Change" means a Major Acquisition accompanied or preceded by a Change of Control, or a transaction or series of transactions determined to be such by the CSE.

"Future Technical Report" has the meaning ascribed thereto in section titled "Description of the Business of the Resulting Issuer – Acquisition of the Santa Monica Copper Project – Additional Payment Obligations" of appendix D, "Information Concerning the Resulting Issuer", attached to this Circular.

"Government" means:

(a) the government of Canada, or any foreign country;

(b) the government of any Province, county, municipality, city, town, or district of Canada, or any foreign country; and

(c) any ministry, agency, department, authority, commission, administration, corporation, bank, court, magistrate, tribunal, arbitrator, instrumentality, or political subdivision of, or within the geographical jurisdiction of, any government described in the foregoing clauses (a) and (b).

"Governance Guidelines" has the meaning ascribed thereto in the section titled "Report on Corporate Governance" in this Circular.

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"Herrera" has the meaning ascribed thereto in section titled "Material Property – Santa Monica Copper Project – History – Historical Mineral Resource Estimate – Overview" of appendix D, "Information Concerning the Resulting Issuer", attached to this Circular.

"Inversiones" means INVERSIONES MATER SpA.

"IOGC" means Andean Iron Oxide Copper-Gold.

"Law" means any of the following of, or issued by, any Government, in effect on or prior to the date of the Amalgamation Agreement, including any amendment, modification or supplementation of any of the following from time to time subsequent to the original enactment, adoption, issuance, announcement, promulgation or granting thereof and prior to the date of the Amalgamation Agreement: any statute, law, act, ordinance, code, rule or regulation of any writ, injunction, award, decree, judgment or order.

"Listed Entity" has the meaning ascribed thereto in section titled "Description of the Business of the Resulting Issuer – Acquisition of the Santa Monica Copper Project – Exercise of the Santa Monica Option – First Option" of appendix D, "Information Concerning the Resulting Issuer", attached to this Circular, provided that, for the purposes of the Santa Monica Option Agreement, the Resulting Issuer will qualify as such Listed Entity upon completion of the Transaction.

"Listed Entity Common Shares" means the common shares of the Listed Entity, provided that, for the purposes of the Santa Monica Option Agreement, the Resulting Issuer Shares will qualify as Listed Entity Shares upon completion of the Transaction.

"Listed Entity Financing" has the meaning ascribed thereto in section titled "Description of the Business of the Resulting Issuer – Acquisition of the Santa Monica Copper Project" of appendix D, "Information Concerning the Resulting Issuer", attached to this Circular, provided that, for the purposes of the Santa Monica Option Agreement, the Offering qualifies as the Listed Entity Financing.

"Listed Entity Financing Amount" means up to $10,000,000.

"Listing Date" means the date on which the Resulting Issuer Shares start trading on the CSE.

"LTIP" has the meaning ascribed thereto in the section titled "Statement of Executive Compensation - Stock Option Plan and other Incentive Plans" in this Circular.

"Major Acquisition" means, with respect to CSE Policy 8, an asset purchase (whether for cash or securities), takeover (either a formal or exempt bid), amalgamation, arrangement or other form of merger, the result of which is that for the next 12-month period at least 50% of the listed issuer's (a) assets or resources are expected to be comprised of, (b) anticipated revenues are expected to be derived from, or (c) expenditures and management time and effort will be devoted to, the assets, properties businesses or other interests that are the subject of the Major Acquisition.

"Manto" means Manto-style replacement deposits.

"Material Adverse Change" or "Material Adverse Effect" means, with respect to a party to the Amalgamation Agreement any change, event, effect, occurrence or state of facts that has, or could reasonably be expected to constitute a material adverse change in respect of or to have a material adverse effect on, the business, properties, assets, liabilities (including contingent liabilities), prospects, results of operations or financial condition of the party. The foregoing shall not include any change or effects attributable to: (i) changes relating to general economic, political or financial conditions; (ii) relating to the state of securities or commodities markets in general; (iii) changes affecting the worldwide mining industry in general which does not have a materially disproportionate effect on the party; (iv) changes in the price of graphite; or (v) the announcement of the Transaction.

"Meeting" means the annual and special meeting of the shareholders of the Company to be held on Tuesday, December 30, 2025, to consider, among other things, the Transaction, the Name Change and the Consolidation, to be held at the

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office of Irwin Lowy LLP at 217 Queen Street West, Suite 401, Toronto, Ontario M5V 0R2 at 12:00 p.m. (Eastern time), and at any adjournment or postponement thereof.

"Meeting Materials" the Notice of Meeting, the Circular, and other meeting materials, if applicable, sent to the shareholders of the Company in connection with the Meeting.

"Name Change" has the meaning ascribed thereto in the section titled "Particulars of Matters to be Acted Upon – Amendment to Articles – Name Change" in this Circular.

"Name Change Resolution" has the meaning ascribed thereto in the section titled "Particulars of Matters to be Acted Upon – Amendment to Articles – Name Change" in this Circular.

"Named Executive Officers" has the meaning ascribed thereto in the section titled "Statement of Executive Compensation" in this Circular.

"NI 43-101" means National Instrument 43-101 — Standards of Disclosure for Mineral Projects.

"NI 52-109" means National Instrument 52-109 – Certification of Disclosure in Issuers' Annual and Interim Filings.

"NI 52-110" means National Instrument 52-110 – Audit Committees.

"NI 54-101" means National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer.

"NI 62-104" means National Instrument 62-104 – Take-Over Bids and Issuer Bids.

"Non-Registered Holder" means a beneficial holder of Common Shares who does not appear on the records maintained by the Transfer Agent as a registered holder of Common Shares.

"Notice of Meeting" means the notice dated November 22, 2025 of the Meeting.

"Nueva" means NUEVA INVERSIONES IKM Limitada.

"NV Issuer" means a Non-Venture Issuer as defined in the policies of the CSE.

"OBCA" means the Business Corporations Act (Ontario).

"Offering" means the non-brokered private placement of up to 30,000,000 Subscription Receipts at a price of $0.20 per Subscription Receipt for gross proceeds of up to $6,000,000.

"OSM" means Operadora Santa Mónica SpA, a wholly-owned subsidiary of SMG.

"Owners" means, collectively, Nueva and Inversiones, the sole shareholders of SMG.

"Person" means any corporation, partnership, limited liability company or partnership, joint venture, trust, unincorporated association or organization, business, enterprise or other entity; any individual; and any Government.

"Post-Consolidation Common Share" means the Common Shares after completion of the Consolidation.

"Post-Consolidation Warrant" means the common share purchase warrants comprising part of the Units, with each Post-Consolidation Warrant entitling the holder thereof to acquire one Post-Consolidation Common Share at a price of $0.35 per Post-Consolidation Common Share until the date that is two years after the date of the issue of the Subscription Receipts.

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"PSU's" has the meaning ascribed thereto in the section titled "Statement of Executive Compensation - Stock Option Plan and other Incentive Plans" in this Circular.

"Qualified Person" means a Qualified Person as defined under NI 43-101.

"Record Date" means November 21, 2025, the record date for the Meeting.

"Registered Shareholder" means a holder of Common Shares whose name appears on the records of holders of Common Shares maintained by the Transfer Agent.

"Resulting Issuer" means the Company upon completion of the Transaction.

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

"Resulting Issuer Director Nominees" has the meaning ascribed thereto in the section titled "Particulars of Matters to be Acted Upon – Election of Directors Conditional Upon and Effective Following the Completion of the Transaction" in this Circular.

"Resulting Issuer Options" means the Options following the completion of the Transaction.

"Resulting Issuer PSUs" means the PSU's following the completion of the Transaction.

"Resulting Issuer RSUs" means the RSU's following the completion of the Transaction.

"Resulting Issuer Shareholders" means the holders of Resulting Issuer Shares following completion of the Transaction.

"Resulting Issuer Shares" means the Common Shares following the completion of the Transaction.

"Resulting Issuer Warrants" means the Warrants following the completion of the Transaction.

"RSU's" has the meaning ascribed thereto in the section titled "Statement of Executive Compensation - Stock Option Plan and other Incentive Plans" in this Circular.

"Santa Monica Copper Project" means Santa Monica copper project located in Chile, as described in the Technical Report.

"Santa Monica Letter of Intent" has the meaning ascribed thereto in the section titled "Particulars of Matters to be Acted Upon – Approval of the Transaction – Background to the Transaction" in this Circular.

"Santa Monica MOU" means the memorandum of understanding dated April 29, 2024, as amended, between the Target and the Santa Monica Vendors regarding the interest of the Target in the Santa Monica Copper Project.

"Santa Monica Option" has the meaning ascribed thereto in the section titled "Particulars of Matters to be Acted Upon – Approval of the Transaction – The Parties to the Transaction – The Target" in this Circular.

"Santa Monica Option Agreement" means the option agreement dated July 31, 2025 between the Target and the Santa Monica Vendors pursuant to which the Target was granted by the Santa Monica Vendors the option to acquire a 100% interest in the Santa Monica Copper Project.

"Santa Monica Option Payments" has the meaning ascribed thereto in section titled "Description of the Business of the Resulting Issuer – Acquisition of the Santa Monica Copper Project – Exercise of the Santa Monica Option" of appendix D, "Information Concerning the Resulting Issuer", attached to this Circular.

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"Santa Monica Title Opinion" has the meaning ascribed thereto in the section titled "Particulars of Matters to be Acted Upon – Approval of the Transaction – The Amalgamation Agreement – Conditions to the Amalgamation Becoming Effective" in this Circular.

"Santa Monica Vendors" means SMG and the Owners collectively.

"Second Option" has the meaning ascribed thereto in section titled "Description of the Business of the Resulting Issuer – Acquisition of the Santa Monica Copper Project – Exercise of the Santa Monica Option – Second Option" of appendix D, "Information Concerning the Resulting Issuer", attached to this Circular.

"Second Option Cash Payment" has the meaning ascribed thereto in section titled "Description of the Business of the Resulting Issuer – Acquisition of the Santa Monica Copper Project – Exercise of the Santa Monica Option – Second Option" of appendix D, "Information Concerning the Resulting Issuer", attached to this Circular.

"Second Option Expenditures" has the meaning ascribed thereto in section titled "Description of the Business of the Resulting Issuer – Acquisition of the Santa Monica Copper Project – Exercise of the Santa Monica Option – Second Option" of appendix D, "Information Concerning the Resulting Issuer", attached to this Circular.

"Second Share Issuance" has the meaning ascribed thereto in section titled "Description of the Business of the Resulting Issuer – Acquisition of the Santa Monica Copper Project – Exercise of the Santa Monica Option – Second Option" of appendix D, "Information Concerning the Resulting Issuer", attached to this Circular.

"Security Escrow Agreement" means the security escrow agreement among the Escrow Agent, the Resulting Issuer, EVM and the Escrowed Shareholders.

"SEDAR+" means the System for Electronic Document Analysis and Retrieval+.

"SERNAGEOMIN" means the Chilean national mining claims register.

"Shareholders" means the holders of Common Shares prior to completion of the Transaction.

"SMG" means Inversiones SMG Chile SpA.

"Subscription Receipt" means the subscription receipts of the Company to be issued in connection with the Offering, with Subscription Receipt entitling the holder thereof to receive, without payment of additional consideration, one Unit, upon satisfaction of the Subscription Receipts Escrow Release Conditions.

"Subscription Receipt Agent" means a subscription receipt agent, being Odyssey Trust Company (or such other subscription receipt agent as may be determined by the Company, acting reasonably).

"Subscription Receipts Escrow Deadline" means the date which is 120 days following the date of closing the Offering.

"Subscription Receipts Escrow Release Conditions" has the meaning ascribed thereto in the section titled "Particulars of Matters to be Acted Upon – Approval of the Transaction – the Offering" in this Circular.

"Subscription Receipts Escrow Release Date" means date on which the Subscription Receipts Escrow Release Conditions are satisfied.

"Subscription Receipts Escrowed Funds" means the gross proceeds of the Offering deposited into an interest-bearing escrow account with the Subscription Receipt Agent.

"Sudbury Projects" has the meaning ascribed thereto in section titled "General Description of the Business – Sudbury Projects" of appendix C, "Additional Information Concerning the Company", attached to this Circular.

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"Target" means 15007887 Canada Corp.; a company incorporated under the CBCA.

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

"Target Financial Statements" means audited financial statements of the Target for the financial year ended December 31, 2024, the period ended December 31, 2023, and the interim financial statements of the Target for the interim period ended September 30, 2025.

"Target MD&A" means management discussion and analysis for the financial year ended December 31, 2024 and the interim period September 30, 2025.

"Target Options" means the issued and outstanding options exercisable into Target Shares.

"Target Santa Monica Option" means the Target's option to acquire a 100% interest in the Santa Monica Coper Project granted to target pursuant to the Santa Monica MOU.

"Target Shares" means the common shares of the Target.

"Target Shareholders" means the shareholders of the Target.

"Target Warrants" means the issued and outstanding warrants exercisable into Target Shares.

"Technical Report" means the technical report dated September 18, 2025 and effective as of June 15, 2025 titled "National Instrument 43-101 Technical Report for the Santa Monica Copper Project, Tres Puntas Mining District, Tocopilla, Chile" prepared for the Target by the Technical Report Author.

"Technical Report Author" means Simon J.A. Mortimer of Atticus Geoscience Consulting S.A.C.

"Termination Date" means December 31, 2025.

"Third Option" has the meaning ascribed thereto in section titled "Description of the Business of the Resulting Issuer – Acquisition of the Santa Monica Copper Project – Exercise of the Santa Monica Option – Third Option" of appendix D, "Information Concerning the Resulting Issuer", attached to this Circular.

"Third Option Cash Payment" has the meaning ascribed thereto in section titled "Description of the Business of the Resulting Issuer – Acquisition of the Santa Monica Copper Project – Exercise of the Santa Monica Option – Third Option" of appendix D, "Information Concerning the Resulting Issuer", attached to this Circular.

"Third Option Expenditures" has the meaning ascribed thereto in section titled "Description of the Business of the Resulting Issuer – Acquisition of the Santa Monica Copper Project – Exercise of the Santa Monica Option – Third Option" of appendix D, "Information Concerning the Resulting Issuer", attached to this Circular.

"Third Share Issuance" has the meaning ascribed thereto in section titled "Description of the Business of the Resulting Issuer – Acquisition of the Santa Monica Copper Project – Exercise of the Santa Monica Option – Third Option" of appendix D, "Information Concerning the Resulting Issuer", attached to this Circular.

"TPCP" means the Tres Puntas copper concentration plant located on the Santa Monica Copper Project.

"Transaction" means the acquisition by the Company of all of the issued and outstanding common shares of the Target pursuant to a three-cornered amalgamation to be completed pursuant to section 181 of the Canada Business Corporations Act in accordance with the Amalgamation Agreement among the Company, Canada Co and the Target.

"Transaction Resolution" has the meaning ascribed thereto in the section titled "Particulars of Matters to be Acted Upon – Approval of the Transaction – Shareholder Approval for the Transaction and the Offering" in this Circular.

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"Transfer Agent" means Odyssey Trust Company, the registrar and transfer agent for the Common Shares.

"TSF" means the Tailings Storage Facility located on the Santa Monica Copper Project.

"Unit" means the units of the Company to be issued upon exchange of the Subscription Receipts with each Unit being comprised of one Post-Consolidation Common Share and one-half of one Post-Consolidation Warrant.

"Warrants" means the common share purchase warrants comprising part of the Unit. Each Warrant shall entitle the holder thereof to acquire one additional Resulting Issuer Share at a price of $0.35 per Resulting Issuer Share until the date that is two (2) years from the date of the issuance of the Subscription Receipts.

The following table is a list of units of measure, abbreviations, initialisms and technical terms used herein and in the Technical Report:

Units of Measure/Abbreviations		Initialisms/Abbreviations
above sea level	ASL	Atomic Absorption	AA
annum (year)	a	Certified Reference Material	CRM
billion tonnes	Bt	Copper Insoluble	CuIns
billion years ago	Ga	Copper Soluble	CuSol
centimetre	cm	Copper Total	CuT
degree	°	Diamond Drill Hole	DDH
degrees Celsius	°C	Electromagnetic	EM
dollar (Canadian)	C$	End of Hole	EOH
foot	ft	European Petroleum Survey Group	EPSG
gram	g	Fire Assay	FA
grams per tonne	g/t	Inductively Coupled Plasma	ICP
greater than	>	Interval	Int.
hectares	ha	Latitude	Lat.
hour	hr	Longitude	Long.
inch	in	Lower Detection Limit	LDL
kilo (thousand)	K	Lower Limit of Detection	LLD
kilogram	kg	Magnetic Survey or Magnetometer	MAG
kilometre	km	Monthly Tax Unit	MTU
less tan	<	National Instrument 43-101	NI 43-101
litre	L	Net Smelter Return Royalty	NSR
megawatt	Mw	Professional Geoscientist or Professional Geologist	P.Geo.
metre	m	Professional Geoscientists of Ontario	PGO
Millimetre	mm	Quality Assurance / Quality Control	QA/QC
million	M	Qualified Person	QP
million tonnes	Mt	Reverse Circulation	RC
million years ago	Ma	Scanning Electron Microscope	SEM
nanotesla	nT	Specific Gravity	SG
not analyzed	na	International System of Units	SI
ounce	oz	Universal Transverse Mercator	UTM
parts per million	ppm
parts per billion	ppb
percent	%
pound(s)	lb.

Units of Measure/Abbreviations		Initialisms/Abbreviations
short ton (2,000 lb)	st
specific gravity	SG
square kilometre	km2
square metre	m2
thousand tonnes	kt
three-dimensional	3D
two-dimensional	2D
tonne (1,000 kg) (metric tonne)	t
weight %	wt%

The following table is a list of abbreviations for elements and minerals used herein and in the Technical Report:

Elements		Minerals
calcium	Ca	Act	actinolite
cobalt	Co	Atac	atacamite
copper	Cu	Azu	azurite
chromium	Cr	Bn	bornite
gold	Au	Bro	brochantite
iron	Fe	Cc/Cs	chalcocite
nickel	Ni	Ccp/Cpy	chalcopyrite
palladium	Pd	Chl	chlorite
platinum	Pt	Ccl	chrysocolla
platinum group elements	PGE	Cv	covellite
potassium	K	Cpr/Cup	cuprite
silver	Ag	Dg	digenite
sodium	Na	Lim	limonite
sulphur	S	Mag	magnetite
Other		Mlc	malachite
Copper Soluble (Cu-oxide)	Cu(S)	Kfs	potassium feldspar
Copper Sulphide	Cu(Sul)	Py	pyrite
	Qz	quartz
		Tlc	talc

APPENDIX B
EV MINERALS CORPORATION
CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

OVERALL ROLE AND RESPONSIBILITY

The Audit Committee shall:

1.1 Assist the Board of Directors in its oversight role with respect to:

(a) the quality and integrity of financial information;
(b) the independent auditor's performance, qualifications and independence;
(c) the performance of the Company's internal audit function, if applicable; and
(d) the Company's compliance with legal and regulatory requirements; and

1.2 Prepare such reports of the Audit Committee required to be included in the information/proxy circular of the Company in accordance with applicable laws or the rules of applicable securities regulatory authorities.

MEMBERSHIP AND MEETINGS

The Audit Committee shall consist of three (3) or more Directors appointed by the Board of Directors. Each of the members of the Audit Committee shall satisfy any applicable independence and experience requirements of the laws governing the Company, and applicable securities regulatory authorities.

The Board of Directors shall designate one (1) member of the Audit Committee as the Committee Chair. Each member of the Audit Committee shall be financially literate as such qualification is interpreted by the Board of Directors in its business judgment. The Board of Directors shall determine whether and how many members of the Audit Committee qualify as a financial expert as defined by applicable law.

STRUCTURE AND OPERATIONS

The affirmative vote of a majority of the members of the Audit Committee participating in any meeting of the Audit Committee is necessary for the adoption of any resolution.

The Audit Committee shall meet as often as it determines, but not less frequently than quarterly. The Committee shall report to the Board of Directors on its activities after each of its meetings at which time minutes of the prior Committee meeting shall be tabled for the Board.

The Audit Committee shall review and assess the adequacy of this Charter periodically and, where necessary, will recommend changes to the Board of Directors for its approval.

The Audit Committee is expected to establish and maintain free and open communication with management and the independent auditor and shall periodically meet separately with each of them.

SPECIFIC DUTIES

Oversight of the Independent Auditor

Make recommendations to the board for the appointment and replacement of the independent auditor.
Responsibility for the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial

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reporting) for the purpose of preparing or issuing an audit report or related work. The independent auditor shall report directly to the Audit Committee.

Authority to pre-approve all audit services and permitted non-audit services (including the fees, terms and conditions for the performance of such services) to be performed by the independent auditor.
Evaluate the qualifications, performance and independence of the independent auditor, including: (i) reviewing and evaluating the lead partner on the independent auditor's engagement with the Company, and (ii) considering whether the auditor's quality controls are adequate and the provision of permitted non-audit services is compatible with maintaining the auditor's independence.
Obtain from the independent auditor and review the independent auditor's report regarding the management internal control report of the Company to be included in the Company's annual information/proxy circular, as required by applicable law.
Ensure the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law (currently at least every five years).

Financial Reporting

Review and discuss with management and the independent auditor:
prior to the annual audit the scope, planning and staffing of the annual audit,
the annual audited financial statements,
the Company's annual and quarterly disclosures made in management's discussion and analysis,
approve any reports for inclusion in the Company's Annual Report, if any, as required by applicable legislation,
the Company's quarterly financial statements, including the results of the independent auditor's review of the quarterly financial statements and any matters required to be communicated by the independent auditor under applicable review standards,
significant financial reporting issues and judgments made in connection with the preparation of the Company's financial statements,
any significant changes in the Company's selection or application of accounting principles,
any major issues as to the adequacy of the Company's internal controls and any special steps adopted in light of material control deficiencies, and
other material written communications between the independent auditor and management, such as any management letter or schedule of unadjusted differences.
Discuss with the independent auditor matters relating to the conduct of the audit, including any difficulties encountered in the course of the audit work, any restrictions on the scope of activities or access to requested information and any significant disagreements with management.

AUDIT COMMITTEE'S ROLE

The Audit Committee has the oversight role set out in this Charter. Management, the Board of Directors, the independent auditor and the internal auditor all play important roles in respect of compliance and the preparation

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and presentation of financial information. Management is responsible for compliance and the preparation of financial statements and periodic reports. Management is responsible for ensuring the Company's financial statements and disclosures are complete, accurate, in accordance with generally accepted accounting principles and applicable laws. The Board of Directors in its oversight role is responsible for ensuring that management fulfils its responsibilities. The independent auditor, following the completion of its annual audit, opines on the presentation, in all material respects, of the financial position and results of operations of the Company in accordance with Canadian generally accepted accounting principles.

FUNDING FOR THE INDEPENDENT AUDITOR AND RETENTION OF OTHER INDEPENDENT ADVISORS

The Company shall provide for appropriate funding, as determined by the Audit Committee, for payment of compensation to the independent auditor for the purpose of issuing an audit report and to any advisors retained by the Audit Committee. The Audit Committee shall also have the authority to retain such other independent advisors as it may from time to time deem necessary or advisable for its purposes and the payment of compensation therefor shall also be funded by the Company.

APPROVAL OF AUDIT AND REMITTED NON-AUDIT SERVICES PROVIDED BY EXTERNAL AUDITORS

Over the course of any year there will be two levels of approvals that will be provided. The first is the existing annual Audit Committee approval of the audit engagement and identifiable permitted non-audit services for the coming year. The second is in-year Audit Committee pre-approvals of proposed audit and permitted non-audit services as they arise.

Any proposed audit and permitted non-audit services to be provided by the External Auditor to the Company or its subsidiaries must receive prior approval from the Audit Committee, in accordance with this protocol. The CFO shall act as the primary contact to receive and assess any proposed engagements from the External Auditor.

Following receipt and initial review for eligibility by the primary contacts, a proposal would then be forwarded to the Audit Committee for review and confirmation that a proposed engagement is permitted.

In the majority of such instances, proposals may be received and considered by the Chair of the Audit Committee (or such other member of the Audit Committee who may be delegated authority to approve audit and permitted non-audit services), for approval of the proposal on behalf of the Audit Committee. The Audit Committee Chair will then inform the Audit Committee of any approvals granted at the next scheduled meeting.

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APPENDIX C
ADDITIONAL INFORMATION CONCERNING THE COMPANY

The following information about the Company should be read in conjunction with the documents incorporated by reference into this Appendix and the information concerning the Company appearing elsewhere in this Circular. Capitalized terms used but not otherwise defined in this appendix shall have the meaning ascribed to them in appendix A, "Glossary of Terms" to this Circular.

Documents Incorporated by Reference

Information has been incorporated by reference in this Circular from documents filed with the various securities commissions or similar regulatory authorities in British Columbia, Alberta, Manitoba and Ontario. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Company by telephone at 416-642-1807 Ext 305 or by email at [email protected] and are also available electronically under the Company's profile on SEDAR+ at www.sedarplus.ca. The Company's filings on SEDAR+ are not incorporated by reference in this Circular except as specifically set out herein. The following documents filed by the Company with the securities commissions or similar authorities in Canada are specifically incorporated by reference in, and form an integral part of, this Circular, provided that such documents are not incorporated by reference to the extent that their contents are modified or superseded by a statement contained in this Circular or in any other subsequently filed document that is also incorporated by reference in this Circular:

a) the audited annual financial statements of the Company for the years ended December 31, 2024 and 2023 (the "Company Annual Financial Statements"), filed on SEDAR+ on April 30, 2025;

b) the management discussion and analysis of the Company for the year ended December 31, 2024 (the "Company Annual MD&A"), filed on SEDAR+ on April 30, 2025, as amended and filed on SEDAR+ on May 28, 2025;

c) the unaudited condensed consolidated interim financial statements of the Company for the three and nine months ended September 30, 2025 (the "Company Interim Financial Statements"), filed on SEDAR+ on December 1, 2025; and

d) the management discussion and analysis of the Company for the three and nine months ended September 30, 2025 (the "Company Interim MD&A"), filed on SEDAR+ on December 1, 2025.

Any document of the type referred to in Section 11.1 of Form 44-101F1 of National Instrument 44-101 – Short Form Prospectus (excluding confidential material change reports), if filed by the Company with a securities commission or similar regulatory authority in Canada after the date of this Circular disclosing additional or updated information including the documents incorporated by reference herein, filed pursuant to the requirements of the applicable securities legislation in Canada, will be deemed to be incorporated by reference in this Circular.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Circular to the extent that a statement contained in this Circular 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 shall not constitute a part of this Circular, 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 document that it modifies or supersedes. Making such a modifying or superseding statement shall not be deemed to be an admission for any purpose that the modified or superseded statement, when made, constituted a misrepresentation, untrue statement of a material fact, nor an omission to state a material fact that is required to be stated or necessary to make a statement not misleading in light of the circumstances in which it is made.

General Description of the Business

The Company is a Canadian exploration company focused on the identification and evaluation of potential mineral exploration and development properties.

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Poissons Blanc Property

On September 26, 2022, the Company entered into an option agreement (the "Poissons Blanc Option Agreement") with QCCo and Griffis Capital (collectively the "Poissons Blanc Property Optionors"), whereby the Company was granted the option to acquire a 100% undivided interest in Poissons Blanc property, a nickel – copper – cobalt property located in the Saguenay Lac-Saint-Jean Region, Quebec (the "Poissons Blanc Property"). Under the terms of the Poissons Blanc Option Agreement, in order to complete the acquisition of the Poissons Blanc Property, the Company was required to make option payments, issue Common Shares and incur exploration expenditures, as follows:

Option Due Date	Cash Payments		Common Share Payments	Exploration Expenditures
	US$	$	Number
	US$	$		US$
July 29, 2022 (paid and issued)	12,600	58,000	1,250,000	nil
April 15, 2023 (paid and issued)	25,000	50,000	1,250,000	400,000
April 15, 2024 (issued)	25,000	50,000	1,250,000	400,000
April 15, 2025	500,000	500,000	1,250,000	400,000
	562,600	658,000	5,000,000	1,200,000

In April 2025 the Company decided to terminate the Poissons Blanc Option Agreement and return the Poissons Blanc Property to the Poissons Blanc Property Optionors. No additional option payments were made for the April 15, 2024 and April 15, 2025 option payments.

Sudbury Projects

On February 6, 2025, the Company entered into a letter of intent (the "Sudbury Letter of Intent") to acquire from Graycliff Exploration Limited (the "Sudbury Projects Vendor") the Baldwin and Lunge projects located in Sudbury, Ontario (the "Sudbury Projects"). On February 23, 2024, the Company entered into a definitive agreement with the Sudbury Projects Vendor to acquire the Sudbury Projects. As partial consideration for the Sudbury Projects, the Company agreed to issue the Sudbury Projects Vendor 2,000,000 Common Shares and to make a cash payment in the amount of $25,000 to the Sudbury Projects Vendor. On March 1, 2024, the Company completed the acquisition and acquired the Sudbury Projects. The Sudbury Projects are not considered material to the Company.

Santa Monica Copper Project

Upon completion of the Transaction, the securityholders of the Target will hold approximately 63% of the outstanding securities of the Resulting Issuer, being the Company following the completion of the Transaction. The Resulting Issuer will carry on the combined business of the Company and of the Target, being the exploration and development of the high-grade Santa Monica Copper Project, including its three small-scale past-producing copper operations.

The Company considers that, following completion of the Transaction, the Santa Monica Copper Project will be the Company's material property.

For information concerning the Santa Monica Coper Project, see appendix D, "Information Concerning the Resulting Issuer", to this Circular.

Three-Year History

Year Ended December 31, 2022

On September 15, 2022, the Company completed a non-brokered private placement of Common Shares (the "September 2022 Private Placement") for gross proceeds of $495,000, through the issuance of 9,900,000 Common Shares at a price of $0.05 Common Share.

On September 26, 2022, the Company entered into a settlement agreement (the "Settlement Agreement") with Sandstorm Metals & Energy Ltd. and Sandstorm Metals & Energy (US) Inc. (collectively "Sandstorm") to settle a $39,235,451 default judgement owed by the Company to Sandstorm (the "Sandstorm Default Judgement"). In 2011 and 2012, the Company entered into a coal purchase agreement, a royalty agreement and loan agreements (collectively, the "Sandstorm Agreements") with Sandstorm. By early 2012, the Company's operations could not produce positive cash flow to meet its ongoing operational requirements and debt service and repayment obligations under the Sandstorm Agreements. In March of 2012, Sandstorm served the Company with a statement of claim demanding repayment of its advances and the Company ceased operations leading to a cease trade order being issued on May 3, 2012. Sandstorm sued and received a judgement against the Company. In exchange for release of the Sandstorm Default Judgement (the "Release"), the Company agreed to issue to Sandstorm 7,004,485 Common Shares, with 5,900,000 Common Shares with a fair value of $295,000, based on the issue price of the Common Shares under the September 2022 Private Placement of $0.10, issued on execution of the Settlement Agreement and 1,104,485 Common Shares to be issued at a later date (the "Sandstorm Final Payment").

On September 26, 2022, the Company entered into the Poissons Blanc Option Agreement.

On October 6, 2022, the Company issued an aggregate of 1,250,000 Common Shares to the Poissons Blanc Property Optionors in connection with the first Common Share payment required under the Poissons Blanc Option Agreement.

On December 13, 2022, the Company filed articles of amendment to change its name from "Royal Coal Corp." to "EV Minerals Corporation".

Year Ended December 31, 2023

On March 14, 2023, the Company announced a non-brokered private placement of Common Shares (the "March 2023 Private Placement") and completed the first tranche of the March 2023 Private Placement for gross proceeds of $540,000, through the issue of 5,400,000 Common Shares at a price of $0.10 per Common Share. In connection with the first tranche of the March 2023 Private Placement, the Company paid certain eligible finders a cash commission in the amount of $20,800 and issued 208,000 non-transferable broker warrants (the "March 2023 Broker Warrants"). Each March 2023 Broker Warrant entitled the holder thereof to purchase one Common Share at a price of $0.10 per Common Share until March 14, 2025.

On March 14, 2023, the Company made the Sandstorm Final Payment by issuing 1,104,485 Common Shares with a fair value of $110,449 based on the issue price of the Common Shares under the March 2023 Private Placement of $0.10.

On April 20, 2023, the Company issued an aggregate of 1,250,000 Common Shares to the Poissons Blanc Property Optionors in connection with the second Common Share payment required under the Poissons Blanc Option Agreement.

On May 1, 2023, Sandstorm provided the executed Release to the Company, releasing the Company from the Sandstorm Default Judgement.

On May 29, 2023, the Company completed the second tranche of the March 2023 Private Placement through the issue of 1,950,000 Common Shares at a price of $0.10 per Common Share for gross proceeds of $195,000.

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On May 29, 2023, the Company settled an aggregate of $93,340 of indebtedness owed to arm's length and non-arm's length creditors through the issue of an aggregate of 933,400 Common Shares at a deemed price of $0.10 per Common Share.

On June 19, 2023, the Common Shares began trading on the CSE under the ticker symbol "EVM".

On July 12, 2023, Mr. Miles Nagamatsu resigned as the Chief Financial Officer of the Company. Ms. Rebecca Hudson was appointed as the Chief Financial Officer of the Company in his stead. In addition, Mr. Guy Charette was appointed as a director of the Company.

On July 21, 2023, the Company announced a non-brokered private placement (the "July 2023 Private Placement") and completed the first tranche of the July 2023 Private Placement through the issue of 1,470,600 flow-through units (each, a "July 2023 FT Unit") at a price of $0.17 per July 2023 FT Unit for gross proceeds of $250,000. Each July 2023 FT Unit was comprised of one Common Share, issued on a "flow-through" basis, and one-half of one Common Share purchase warrant (the "July 2023 Warrants"). Each whole July 2023 Warrant entitled the holder thereof to acquire one Common Share at a price of $0.25 per Common Share until the date that was two years after the date of issue. In addition, in connection with the July 2023 Private Placement, the Company issued an aggregate of 102,942 broker warrants (the "July 2023 Broker Warrants"), entitling the holder to acquire one Common Share per July 2023 Broker Warrant, at an exercise price of $0.17 per Common Share until the date that was two years after the date of issue.

On August 17, 2023, the Company completed the second tranche of the July 2023 Private Placement through the issue of 270,000 July 2023 FT Units for gross proceeds of $45,900.

On October 25, 2023, the Company completed a non-brokered private placement (the "October 2023 Private Placement") through the issue of 4,192,727 flow-through units (each, an "October 2023 FT Unit") at a price of $0.11 per October 2023 FT Unit for gross proceeds of $461,199.97. Each October 2023 FT Unit was comprised of one Common Share, issued on a "flow-through" basis, and one Common Share purchase warrant (the "October 2023 Warrants"). Each October 2023 Warrant entitled the holder thereof to acquire one Common Share at a price of $0.15 per Common Share until the date that was two years after the date of issue. In addition, in connection with the October 2023 Private Placement, the Company issued an aggregate of 286,491 broker warrants (the "October 2023 Broker Warrants"), entitling the holder to acquire one Common Share per October 2023 Broker Warrant, at an exercise price of $0.11 per Common Share until the date that was two years after the date of issue.

On December 20, 2023, the Company announced a non-brokered private placement (the "December 2023 Private Placement") and completed the first tranche of the December 2023 Private Placement through the issue of 3,190,000 units (each, a "December 2023 Unit") at a price of $0.10 per December 2023 Unit for gross proceeds of $319,000. Each December 2023 Unit was comprised of one Common Share and one Common Share purchase warrant (the "December 2023 Warrants"). Each December 2023 Warrant entitled the holder thereof to acquire one Common Share at a price of $0.12 per Common Share until the date that was 12 months after the date of issue. In addition, in connection with the December 2023 Private Placement, the Company issued an aggregate of 15,000 broker warrants (the "December 2023 Broker Warrants"), entitling the holder to acquire one Common Share per December 2023 Broker Warrant, at an exercise price of $0.12 per Common Share until the date that was 12 months after the date of issue.

Year Ended December 31, 2024

On January 22, 2024, the Company completed the second tranche of the December 2023 Private Placement through the issue of 1,082,433 December 2023 Units for gross proceeds of $108,243.

On April 30, 2024, the Company announced initial assay results from the Poissons Blanc Property.

On September 3, 2024, the Company completed a non-brokered private placement through the issue of 20,465,775 Common Shares at a price of $0.017 per Common Share for gross proceeds of $347,918.

On September 17, 2024, Mr. Rob Montemarano resigned as a director of the Company.

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On October 1, 2024, Mr. Scott Jobin-Bevans was appointed as a director of the Company.

On October 1, 2024, the Company and the Target entered into the Santa Monica Letter of Intent.

Period After December 31, 2024

On February 6, 2025, the Company entered into the Sudbury Letter of Intent.

On February 8, 2025, Rebecca Hudson resigned as the Chief Financial Officer of the Company and Mr. Alex Pekurar was appointed in her stead.

On August 25, 2025, the Company, the Target and Canada Co entered into the Amalgamation Agreement.

Dividends

The payment of dividends on the Common Shares is at the discretion of the Resulting Issuer Board. The Company has not declared any dividends on any of its securities during the current financial year, nor did it declare any dividends during the financial years ended December 31, 2024 and 2023 and it is not expected that the Company will declare dividends in the foreseeable future as it is anticipated that it will retain any future earnings for use in the development of the Company's business and for general corporate purposes.

Selected Consolidated Financial Information

The following table sets forth selected financial information for the Company for the financial years ended December 31, 2024 and December 31, 2023, and for the interim nine-month period ended September 30, 2025. Such information is derived from, and qualified in its entirety by, the Company Annual Financial Statements and the Company Interim Financial Statements and should be read in conjunction with such financial statements which are incorporated by reference in this Circular.

	Interim Period Ended September 30, 2025 (unaudited)	Year Ended December 31, 2024 (audited)	Year Ended December 31, 2023 (audited)
Operating Data
Total revenues	-	-	-
Total expenses	296,579	1,297,368	(37,120,033)
Net income (loss) for the period/year	(296,579)	(1,297,368)	37,120,033
Basic and diluted income (loss) per share	0.00	(0.01)	0.49
Balance Sheet Data
Total assets	31,247	324,986	908,443
Total liabilities	838,755	835,915	733,772

Management's Discussion and Analysis

The Company Annual MD&A and the Company Interim MD&A are incorporated by reference in this Circular.

Description of Share Capital

The authorized share capital of the Company consists of an unlimited number of Common Shares and an unlimited number of special shares ("Special Shares"), of which 112,796,919 Common Shares and no Special Shares are issued and outstanding as of the date thereof.

Common Shares

Voting Rights

The holders of Common Shares are entitled to receive notice of and to attend all annual and special meetings of the Shareholders. The holders of Common Shares are entitled to vote in person or by proxy at all meetings of the Shareholders and at all such meetings each such holder has one vote for each Common Share held.

Dividend Rights

The holders of Common Shares are entitled to receive dividends if, as and when declared by the Board out of the assets of the Company properly applicable to the payment of dividends in such amount and payable at such time as and at such place in Canada as the Board may from time to time determine.

No Liability for Further Calls or Assessments

Except as provided for by the OBCA, no Common Share may be issued until it is fully paid.

Rights upon Liquidation

In the event of liquidation, dissolution or winding up of the Company, whether voluntary or involuntary or other distribution of assets or property of the Company amongst Shareholders for the purpose of winding up its affairs, the Shareholders will be entitled to receive all property and assets of the Company properly distributable to the Shareholders.

No Pre-emptive Rights

Holders of Common Shares have no pre-emptive or preferential right to purchase any securities of the Company.

Redemption, Retraction and Conversion

Common Shares are not convertible into shares of any other class or series or be subject to redemption or retraction by the Company or Shareholders.

Repurchases of Outstanding Common Shares

Under the Company's articles of incorporation, but subject to the provisions of the OBCA, the Company may, if authorized by the Board, purchase any issued Common Shares in circumstances at a price and on terms determined by the Board. However, the Company may not purchase Common Shares at any time when, immediately following such purchase, it would be unable to pay its debts as they fall due in the ordinary course of business or making the payment or providing the consideration would render the Company insolvent. Subject to the OBCA and applicable securities laws, including issuer bid rules under NI 62-104, the Company may, from time to time, with the agreement of a holder of Common Shares, purchase all or part of the holder's Common Shares whether or not the Company has made a similar offer to all or any other of the holders of Common Shares.

Other

There are no sinking or purchase fund provisions, no provisions permitting or restricting the issuance of additional securities or any other material restrictions, and there are no provisions which are capable of requiring a security holder to contribute additional capital.

Special Shares

The Special Shares may from time to time be issued in one or more series and subject to the following provisions, and subject to the sending of articles of amendment in prescribed form, and the endorsement thereon of a certificate of amendment in respect thereof, the directors may fix from time to time before such issue the number of Special Shares that it to comprise each series and the designation, rights, privileges, restrictions and conditions attaching to each series of Special Shares including, without limited the generality of the forgoing, the rate or amount of dividends or the method of calculating dividends, the dates of payment thereof, the redemption, purchase and/or conversion prices and terms and conditions of redemption, purchase and/or conversion, and any sinking fund or other provisions.

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The Special Shares of each series shall, with respect to the payment of dividends and the distribution of assets or return of capital in the event of liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or any other return of capital or distribution of the assets of the Company among its Shareholders for the purpose of winding up its affairs, rank on a parity with the Special Shares of every other series and be entitled to preference over the Common Shares and over any other shares of the Company ranking junior to the Special Shares. The Special Shares of any series may also be given such other preferences, not inconsistent with the articles of the Company, over the Special Shares and any other shares of the Company ranking junior to the Special Shares as may be fixed as provided within the articles of the Company.

If any cumulative dividends or amounts payable on the return of capital in respect of a series of Special Shares are not paid in full, all series of Special Shares shall participate rateably in respect of such dividends and return of capital.

The Special Shares of any series may be made convertible into Special Shares of any other series or Common Shares at such rate and upon such basis as the directors in their discretion may determine.

The holders of shares of a class or series of the Company are not entitled to vote separately as a class or series, as the case may be, upon, and shall not be entitled to dissent in respect of, any proposal to amend the articles to:

(a) increase or decrease any maximum number of authorized shares of such class or series, or increase any maximum number of authorized shares of a class or series having rights or privileges equal or superior to the shares of such class or series;

(b) effect an exchange, reclassification or cancellation of the shares of such class or series; or

Consolidated Capitalization

There have been no material changes in the Company's share and debt capital, on a consolidated basis, since September 30, 2025, the date of the Company Interim Financial Statements. See the Company Interim Financial Statements and the Company Interim MD&A, which are incorporated by reference in this Circular, for additional information with respect to the Company's consolidated capitalization.

Escrowed Securities and Securities Subject to Contractual Restrictions on Transfer

The Company currently does not have any escrowed securities or securities subject to contractual restrictions on transfer.

Price Range and Trading Volume

The Common Shares are listed on the CSE under the symbol "EMV". The Common Shares have been halted for trading, in connection with the Transaction, since October 1, 2024.

Prior Sales

The Company did not issuance any Common Shares or securities that are convertible or exchangeable into Common Shares within the 12 months prior to the date of this Circular.

Risk Factors

Whether or not the Amalgamation is completed, the Company will continue to face many risk factors that it currently faces with respect to its business and affairs. An investment in Common Shares or other securities of the Company is subject to certain risks, which may differ or be in addition to the risks applicable to an investment in the Company. Investors should carefully consider the risk factors discussed throughout the Company Interim MD&A and the Company Annual MD&A, which are incorporated by reference in this Circular and filed with the Canadian Securities

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Regulators and available under the Company's profile on SEDAR+ at www.sedarplus.ca, as well as the risk factors set forth elsewhere in this Circular.

Interests of Experts

The following persons or companies are named as having prepared or certified a report, valuation, statement or opinion described or included in a filing, or referred to in a filing, made under National Instrument 51-102 – Continuous Disclosure Obligations by the Company during, or relating to, the Company's most recently completed financial year, and whose profession or business gives authority to the report, valuation, statement or opinion made by the person or company.

Name of Expert	Nature of Relationship
RSM Canada LLP, Chartered Professional Accountants	Independent Auditor; Audit Report dated April 29, 2025 with respect to the financial statements of the Company for the year ended December 31, 2024.

To the knowledge of the Company, each of the aforementioned persons or companies did not hold any of the outstanding securities of the Company when they prepared the reports referred to above or following the preparation of such reports. None of the aforementioned persons or companies received any direct or indirect interest in any securities of the Company in connection with the preparation of such reports.

RSM Canada LLP, Chartered Professional Accountants, auditor of the Company has confirmed that it is independent with respect to the Company within the meaning of the Chartered Professional Accountants of Ontario Code of Professional Conduct.

Legal Proceedings and Regulatory Actions

From time to time, the Company may become involved in legal or administrative proceedings and regulatory actions in the normal conduct of its business. The Company's assessment of the likely outcome of these matters is based on its judgment of a number of factors, including experience with similar matters, past history, precedents, relevant financial, scientific and other evidence, and facts specific to the matter. The Company does not believe that these matters in aggregate will have a material effect on its consolidated financial position or results of operations.

Auditor, Transfer Agent and Registrar

RSM Canada LLP, Chartered Professional Accountants located at 11 King St W, Suite 700, Toronto, ON M5H 4C7, is the auditor of the Company.

The transfer agent and registrar of the Company is Odyssey Trust Company located at 409 Granville St, Vancouver, BC V6C 1T2.

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APPENDIX D
INFORMATION CONCERNING THE RESULTING ISSUER

The following information is presented on a post-Transaction basis and reflects the business, financial and share capital position of the Company upon successful completion of the Transaction. See "Cautionary Notice Regarding Forward-Looking Statements and Information" in this Circular in respect of forward-looking statements that are included in this appendix D and in the documents incorporated by reference herein.

All capitalized terms used in this appendix D and not defined herein have the meaning ascribed to such terms in the "Glossary of Terms" or elsewhere in this Circular. Unless otherwise stated herein, the information contained in this appendix G is given as of November 22, 2025, the date of this Circular.

The Target

The following is the history of the Target from the date of incorporation to the date of this Circular.

The Target was incorporated under the CBCA on May 9, 2023.

On April 29, 2024, the Target entered into the Santa Monica MOU.

On September 15, 2024, the Target settled an aggregate of $273,358.88 of indebtedness to a creditor of the Target through the issuance of 13,667,944 Target Shares at a deemed price of $0.02 per Target Share.

On October 1, 2024, the Target entered into the Santa Monica Letter of Intent with the Company.

On October 15, 2024, the Target settled an aggregate of $125,000.01 of indebtedness to certain creditors of the Target through the issuance of 2,450,000 Target Shares at a deemed price of $0.05 per Target Share.

On November 30, 2024, the Target completed a non-brokered private placement of 250,000 Target Shares at a price of $0.102 per Target Share for gross proceeds of $25,500.

On June 30, 2025, the Target settled an aggregate of $12,500,000 of indebtedness to a creditor of the Target through the issuance of 125,000 Target Shares at a deemed price of $0.10 per Target Share.

On July 29, 2025, the Target closed a non-brokered private placement of a convertible debenture with a face value of $350,000 and 10 Target Class A Shares at a price of $100 per Target Class A Shares for aggregate gross proceeds of $351,000. The debenture does not have a coupon rate and converts into common shares of the Company subject to the Transaction at a fair market price for common shares to be determined in a concurrent offering. The Target Class A Shares have an estimated redemption amount of $350,000 and the holder of the preferred shares has the right, at their sole discretion, to receive the redemption amount as a combination of cash, common shares and rights to certain royalty payments.

On July 30, 2025, the Target closed a non-brokered private placement of a convertible debenture with a face value of US$150,000 and six Target Class B Shares at a price of US$10 per Target Class B Shares for aggregate gross proceeds of $206,631 (US$150,060). The debenture does not have a coupon rate and converts into common shares of the Company subject to the Transaction at a fair market price for common shares to be determined in a concurrent offering. The Target Class B Shares have an estimated redemption amount of US$150,000 and the holder of the preferred shares has the right, at their sole discretion, to receive the redemption amount as a combination of cash and common shares.

On July 31, 2025, the Target and the Santa Monica Vendors entered into the Santa Monica Option Agreement, pursuant to which the Target was granted by the Santa Monica Vendors the option to acquire a 100% interest in the Santa Monica Copper Project.

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and outstanding Target Shares through a three-cornered amalgamation to be completed in accordance with section 181 of the CBCA. The Amalgamation Agreement supersedes the previously announced Santa Monica Letter of Intent.

Overview

Following completion of the Transaction, the Company will continue to be a company governed by the OBCA as the Resulting Issuer. The Target and Canada Co. will amalgamate to form Amalco and Amalco will be a wholly-owned subsidiary of the Resulting Issuer. The existing Target Shareholders are expected to own approximately 31,934,121 Resulting Issuer Shares, representing 63% of the outstanding Resulting Issuer Shares and the existing shareholders of the Company are expected to own approximately 18,799,486 Resulting Issuer Shares, representing 37% of the outstanding Resulting Issuer Shares, based on the number of securities of the Target and the Company issued and outstanding on the Record Date.

The constating documents of the Resulting Issuer will be the same as the constating documents of the Company and the business and operations of the Target will be consolidated into the Company's business and operations and the Resulting Issuer will carry on such consolidated business and operations. The Resulting Issuer Shares, being the Common Shares following completion of the Transaction, will continue to trade on the CSE under the symbol "EVM". The Resulting Issuer's financial year will be the Target's current financial year, December 31.

The principal head office and registered office of the Resulting Issuer following completion of the Transaction will be located at the Company's current head office, being 100 King Street West, Suite 5600, P.O. Box 270, Toronto, Ontario M5X 1C9.

Organizational Chart

The organizational chart that follows sets forth the Resulting Issuer's subsidiaries, together with the governing jurisdiction of each company and the percentage of voting securities beneficially owned, controlled or directed, directly or indirectly, by the Resulting Issuer following completion of the Transaction.

Description of the Business of the Resulting Issuer

Overview

Except as otherwise described in this appendix D, the Resulting Issuer, as the parent company following completion of the Transaction, will operate both of the existing businesses of the Target and the Company, being primarily the continued exploration and development of the Santa Monica Copper Project. Following completion of the Transaction, the Resulting Issuer will hold an interest in the Company's Sudbury Projects, located in Ontario, Canada, which are not considered material to the Resulting Issuer, and the Target's interest in the Santa Monica Copper Project, located in Chile, which is considered to be material to the Resulting Issuer.

For further information regarding the Sudbury Projects, see appendix C "Additional Information Concerning the Company" attached to this Circular.

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Acquisition of the Santa Monica Copper Project

On April 29, 2024, the Target and the Santa Monica Vendors entered into the Santa Monica MOU which was superseded by the Santa Monica Option Agreement entered into on July 31, 2025. Pursuant to the Santa Monica Option Agreement, the Target was granted the Santa Monica Option, being the only asset of the Target.

The Target was at the time of entering into of the Santa Monica Option Agreement, and it will be until the Transaction is completed, a private company. Certain of the terms of the Santa Monica Option Agreement are conditional upon the Target becoming a Listed Entity and raising up to an amount of $6,000,000 (the "Listed Entity Financing Amount") in connection with becoming a Listed Entity (the "Listed Entity Financing").

The following summarizes the material provisions of the Santa Monica Option Agreement. This summary is qualified in its entirety by reference to the Santa Monica Option Agreement is attached hereto as Appendix H.

Exercise of the Santa Monica Option

In order to exercise the Santa Monica Option and acquire a 100% interest in the Santa Monica Copper Project by acquiring all of the shares of SMG, the Target is required to make the payments and share issuances (collectively the "Santa Monica Option Payments") described below.

First Option

The Target may acquire 51% of the Santa Monica Copper Project (the "First Option") as follows:

Make a payment of US$750,000 in cash (the "First Option Cash Payment") to SMG, of which the Target made an advance payment of US$265,000.
Upon the Target becoming listed on a stock exchange or being acquired by a company listed on a stock exchange (a "Listed Entity"), issue to SMG that number of Listed Entity Shares having a value of US$840,000 (the "First Share Issuance").
With respect to the First Share Issuance, the Target is required to provide the Owners with 30 days notice of the expected date on which the First Share Issuance will occur. The Owners may elect that within 30 days of receipt of such notice to receive a promissory note in lieu of the First Share Issuance in the amount of US$840,000, which note is required to be repaid on the earlier of: (A) the exercise of the Second Option; or (B) the date on which the Target advises it does not intend to exercise the Second Option.
Contribute exploration and development work on the Santa Monica Copper Project of US$3,000,000 (the "First Option Expenditures").

Second Option

The Target may acquire a further 19% of the Santa Monica Copper Project, for an aggregate of 70% interest in the Santa Monica Copper Project (the "Second Option") as follows:

Make a payment of US$650,000 in cash (the "Second Option Cash Payment") to SMG.
Issue to SMG that number of Listed Entity Shares having a value of US$620,000 (the "Second Share Issuance").
With respect to the Second Share Issuance, the Target is required to provide the Owners with 30 days notice of the expected date on which the Second Share Issuance will occur. The Owners may elect that within 30 days of receipt of such notice to receive a promissory note in lieu of the Second Share Issuance in the amount of US$620,000, which note is required to be repaid on the earlier of: (A) the exercise of the Third Option; or (B) the date on which the Target advises it does not intend to exercise the Third Option.

Contribute exploration and development work on the Santa Monica Copper Project of US$1,250,000 (the "Second Option Expenditures").

Third Option

The Target may acquire a further 10% of the Santa Monica Copper Project, for an aggregate of 80% interest in the Santa Monica Copper Project (the "Third Option") as follows:

Make a payment of US$1,100,000 in cash (the "Third Option Cash Payment") to SMG.
Issue to SMG that number of Listed Entity Shares having a value of US$700,000 (the "Third Share Issuance").
With respect to the Second Share Issuance, the Target is required to provide the Owners with 30 days notice of the expected date on which the Third Share Issuance will occur. The Owners may elect that within 30 days of receipt of such notice to receive a promissory note in lieu of the Third Share Issuance in the amount of US$700,000, which note is required to be repaid on the earlier of: (A) the exercise of the Fourth Option; or (B) the date on which the Target advises it does not intend to exercise the Fourth Option.

Fourth Option

The Target may acquire the remaining 20% of the Santa Monica Copper Project, for an aggregate of 100% interest in the Santa Monica Copper Project (the "Fourth Option") as follows:

Make a payment of US$5,500,000 in cash (the "Fourth Option Cash Payment") to SMG.
Grant the Owners a 2% net smelter returns royalty on the Santa Monica Copper Project.

Additional Payment Obligations

Under the terms of the Santa Monica Option Agreement, the Owners are entitled to receive additional payments (the "Additional Payments") based on the total of ore containing copper in compliance categories and contained in a technical report (the "Future Technical Report") completed by the Target in compliance with NI 43-101 (the "Copper Target"). The Copper Target is the total number of pounds of copper included in the sum of the reserve categories of Proven and Probable and/or resource categories of Measured, Indicated, and Inferred, as defined by CIM Definition Standards on Mineral Resources and Reserves. The Additional Payments will be based on the date of publication of the Future Technical Report, disclosing the reserves and/or resources (the "Earned Date"). The Additional Payments are required to be paid to the Owners in cash and Listed Shares payable as follows:

US$500,000 on the Earned Date on which the Copper Target of five million tonnes at an average grade of 4.0% Cu (adjusted based on average grade if above 1%) is achieved payable as follows: 30% in cash, 70% in Listed Shares issued at a price of the greater of (i) 85% of the volume weighted average price of the Listed Shares for the 45 day's trading between the announcement of the Future Technical Report and the publication of the Future Technical Report on SEDAR+; and (ii) the minimum price permitted under application stock exchange rules;
US$250,000 in Listed Shares, if the Future Technical Report also contains a mineable resource greater than two million tonnes of the Copper Target and grade adjusted as above;
US$1,000,000 on the Earned Date on which two times the Copper Target is achieved payable as follows: 30% in cash, 70% in Listed Shares issued at a price of the greater of (i) 85% of the volume weighted average price of Listed Shares for the 45 day's trading between the announcement of the Future Technical Report and the publication of the technical report on SEDAR+; and (ii) the minimum price permitted under application stock exchange rules; and

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US$1,250,000 on the Earned Date on which three times the Copper Target is achieved payable as follows: 30% in cash, 70% in Listed Shares issued at a price of the greater of (i) 85% of the volume weighted average price of Listed Shares for the 45 day's trading between the announcement of the Future Technical Report and the publication of the technical report on SEDAR+; and (ii) the minimum price permitted under application stock exchange rules.

In addition, the Target agrees to pay the optionor's Canadian legal costs, with fees refunded against the option payments.

Financing Fee

It is acknowledged under the Santa Monica Option Agreement that the Target will only be able to fulfill its obligations under the Santa Monica Option Agreement upon becoming a Listed Entity and completing the Listed Entity Financing. Accordingly, in order to compensate the Santa Monica Vendors for the variable waiting period prior to the Target becoming a Listed Entity, the Target is required to make a one-time payment of up to US$600,000 (the "Financing Fee") to be payable as set out below with the timing of payment conditional upon the amount of the Listed Entity Financing. The Offering qualifies as the Listed Entity Financing for the purposes of the Santa Monica Option Agreement. If the Offering is completed in full, being $6,000,000, it represents 60% of the Listed Entity Financing Amount. Accordingly, the Target will be required to make the following payments to the Santa Monica Vendors:

If an amount equal to or greater than 50% but less than 60% of the Listed Entity Financing Amount is raised, the Financing Fee will be US$0, the Target is required to deliver the balance of the First Cash Payment of US$485,000 and is required to make a US$1,500,000 of the First Option Expenditures on completion of the Transaction. A further delayed payment and accrued interest of one percent (1%) per month will be due within 16 months after completion of the Transaction (the "Delayed Financing Fee") and will be equal to US$600,000. The balance of the First Option Expenditures will be made within 16 months after completion of the Transaction (the "Delayed Option Expenditures") and will be equal to US$1,500,000.
If an amount equal to or greater than 40% but less than 50% of the Listed Entity Financing Amount is raised, the Financing Fee will be US$0, the Target is required to deliver the balance of the First Cash Payment of US$485,000 and is required to make a US$850,000 of the First Option Expenditures on completion of the Transaction. The Delayed Financing Fee will be equal to US$600,000 and the Delayed Option Expenditures will be equal to US$2,150,000.
If an amount equal to or greater than 30% but less than 40% of the Listed Entity Financing Amount is raised, the Financing Fee will be US$0, the Target is required to deliver the balance of the First Cash Payment of US$485,000 and is required to make a US$750,000 of the First Option Expenditures on completion of the Transaction. The Delayed Financing Fee will be equal to US$600,000 and the Delayed Option Expenditures will be equal to US$2,250,000.

Unanimous Shareholder Agreement

Upon the Target making the First Option Payment, being US$750,000, it will acquire an initial 8.33% interest in SMG and therefor it will be a shareholder of SMG. Under the terms of the Santa Monica Option Agreement, upon the Target becoming a shareholder of SMG, the Target and the Santa Monica Vendors will enter into a unanimous shareholder agreement.

Termination

The Santa Monica Option Agreement may be terminated as follows:

upon the Santa Monica Option being exercised by the Target in full;
upon the Target giving notice of termination to the Santa Monica Vendors; or

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upon the expiration of 30 days after service of written notice to the Target by SMG of a breach by the Target of any condition or covenant of the Santa Monica Option Agreement, if such breach has not theretofore been rectified by the Target.

Specialized Skill and Knowledge

Various aspects of the Resulting Issuer's business will require specialized skills and knowledge. Such skills and knowledge include areas of exploration and development, geology, drilling, permitting, metallurgy, logistical planning, accommodation and implementation of exploration programs, as well as legal compliance, finance and accounting. It is expected that the Resulting Issuer will rely upon consultants, contractors and others with specialized knowledge of exploration and development in Chile and local community relations. While competitive conditions exist in the industry, the Target has been, and it is expected that the Resulting Issuer will be, able to locate and retain consultants with such skills and it is not anticipated that the Resulting Issuer will have any difficulties in locating competent employees and consultants in such fields in the future. See "Risk Factors – Dependence on Key Management" and "Risk Factors – Dependence on Outside Contractors".

Competitive Conditions

The mineral exploration and mining industry is competitive in all phases of exploration, development and production. The Resulting Issuer will compete with a number of other entities and individuals in the search for and the acquisition of attractive mineral properties as well as for the recruitment and retention of qualified employees. As a result of this competition, the majority of which is with companies with greater financial resources and technical facilities than the Resulting Issuer, the Resulting Issuer may not be able to acquire attractive properties in the future on terms it considers acceptable. Finally, the Resulting Issuer will compete for investment capital with other resource companies, many of whom have greater financial resources and/or more advanced properties that are better able to attract equity investment and other capital. The ability of the Resulting Issuer to acquire attractive mineral properties in the future depends not only on its success in exploring and developing the Santa Monica Copper Project, but also on its ability to select, acquire and bring to production suitable properties or prospects for exploration, mining and development. Factors beyond the control of the Resulting Issuer may affect the marketability of minerals mined or discovered by the Resulting Issuer. See "Risk Factors – Competition".

Environmental Protection

All aspects of the Resulting Issuer's field operations will be subject to environmental regulations and generally will require approval by appropriate regulatory authorities prior to commencement. The Resulting Issuer's policy will be to conduct its business in a way that safeguards public health and the environment. Environmental requirements will be adhered to and monitored on an ongoing basis. The Company believes that its operations are, and the operations of the Resulting Issuer will be, conducted in material compliance with applicable environmental laws and regulations. Since its incorporation, neither the Company nor the Target had any material environmental incidents or noncompliance with any applicable environmental laws or regulations. It is not expected that the financial and operational effects of environmental protection requirements will have a significant impact on capital expenditures, profit or loss or the competitive position of the Resulting Issuer in the near future. Should the Santa Monica Copper Project advance to the production stage, then more time and money would be involved in satisfying environmental protection requirements. See "Risk Factors – Environmental Risks".

Employees

As of the date of this Circular, the Company does not have any employees; however, Alex Pekurar and Nicholas Konkin, are both independent contractors of the Company and will be independent contractors of the Resulting Issuer. The Resulting Issuer will also rely on and engages consultants on a contract basis to assist the Resulting Issuer in carrying on its administrative and exploration activities.

Foreign Operations – Chile

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Mineral exploration and mining activities in Chile may be affected in varying degrees by political instability and government regulations relating to the mining industry. Any changes in regulations or shifts in political conditions may adversely affect the Resulting Issuer's business. Operations may be affected in varying degrees by government regulations with respect to restrictions on production, price controls, export controls, foreign exchange controls, income taxes, expropriation of property, environmental legislation, royalty charges, additional provincial contributions and mine safety.

The following is a general overview of the legal framework that regulates mining activities in Chile.

The Chilean mining regime is based on a civil legal system and is regulated in three fundamental statutes: (a) the Political Constitution of the Republic of Chile (Constitución Política de la República de Chile), which establishes the overall legislation for the mining activity and states that the Chilean State is the absolute, exclusive and permanent owner of all mines, (b) the Constitutional Organic Law on Mining Concessions (Ley Organica Constitucional sobre Concesiones Mineras), which describes the characteristics and features of mining concessions granted by the Chilean State to whomever complies with the requirements connected to their acquirement, along with all rights and obligations attached to those concessions, including their duration and expiration, and the rights and obligations of titleholders, and (c) the Chilean Mining Code (Código de Minería or the "Chilean Mining Code"), which addresses topics covered in the Organic Constitutional Law on Mining Concessions, setting out the procedure for obtaining exploration and exploitation concessions, the granting procedure of mining concessions, the rights and obligations attached to mining concessionaires, the protection of such concessions; and contracts and agreements related to mining operations, the mining concession protection regime and the standard agreements associated with them.

In addition to the above, there are legislation that complement and regulate the mining activity, comprised by the Mining Code Regulation (Reglamento del Código de Minería) complements the Chilean Mining Code and explain the different requirements needed to exercise the rights and comply with the duties states in the Chilean Mining Code and detail each procedure's phases. The Mining Safety Regulations (Reglamento de Seguridad Minera), whose objective is to protect the life and physical integrity of those who work in and are related to the mining industry and protect facilities and infrastructure that allow mining operations and their continuance; and the General Environmental Law (Ley de Bases Generales del Medio Ambiente), The Regulation on the System of Environmental Impact Assessment (Reglamento del Sistema de Evaluación Ambiental) and some provisions of the Water Code (Código de Aguas), Health Code (Código Sanitario) and Labour Code (Código del Trabajo) are also applicable to mining operations.

Nature of Mineral Rights

Mining concessions are real property rights, different from, and independent of, the title to surface property. Therefore, there is an absolute distinction between ownership over surface land and ownership over the mining concession, even though the right is exercised over the same area of land. The Chilean Constitution states that surface property is subject to the obligations and limitations established by law to facilitate mining exploration and exploitation, in addition to mineral processing, but that the surface rights owners must be indemnified beforehand.

Concessions can be mortgaged or transferred, and the holder has the exclusive powers to explore the concessional mineral substances that exist within its limits, if it is of exploration (pedimentos), and those to explore and exploit such substances and become owner of those that it extracts, if it is of exploitation (mensuras). In addition, the concession holder has the right to defend ownership of the concession against state and third parties. A concession is obtained by a claims filing (a non contentious judicial procedure) and includes all the concessionable minerals that may exist within its area.

Granting of Mineral Rights

The mining concessions are always granted by a judicial resolution issued by the judge of the area in which the concession is or will be located. The procedure of granting must be duly complied with, otherwise the rights arising from these concessions may be subject to cancellation. The judicial resolution declaring the granting of a concession must be registered in the corresponding Mining Registry. Once such registration is completed, any transfer or granting of any in rem right over the concession must be executed by means of a public deed.

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Preemptive rights

For a concession holder to enjoy preemptive rights over a given area or portion of the Chilean national territory, the holder of the concession must be recognized as a "discoverer". Such quality is granted under the Chilean mining law to the petitioner who first starts the procedure to incorporate a mining concession in a specific vacated area and who is granted the claimed mining concession rights. Accordingly, starting the procedure in an area which is free of mining concessions is critical in order to be awarded such preemptive rights so as to exercise the powers granted under the concession type.

The Chilean mining regulations allow the initiation of such concession claim procedures even if there are preemptive rights in the requested area. An exploration concession may be obtained over the area where there is an existent exploration and/or exploitation concession belonging to a third party. In this case, the new and overlapped concession holder does not have preemptive rights and the existing holder of the concession, which has preemptive rights, may request the termination of the overlapping concessions. However, Chilean mining law establishes particular cases in which the holder with a pre-emptive right over a mining exploitation concession must object during a new exploitation concession claim procedure that covers part of its concession in order to maintain its preferential right. In these cases, if the holder with a pre-emptive right does not oppose in due time within the procedure, he loses his exploitation concession, with no possibility to demand the termination of the overlapping concession afterwards.

Obligations of the mining concessionaire

Regarding the obligation to protect of the mining concessionaire, as provided by Article 142 of the Chilean Mining Code in force, it consists of the payment of an annual patent, the amount of which will be equivalent to one tenth of a Unidad Tributaria Mensual (Monthly Tax Unit "MTU"), the tax unit used in Chile which is adjusted in a monthly basis according to inflation, per each hectare, for exploitation concessions and to a fiftieth of a MTU per each hectare, for exploration concessions. In addition, Article 143 of the Chilean Mining Code indicates that the annual patent payment will be advanced and will be made in March of each year, in any bank or institution authorized to collect taxes.

After January 2024, pursuant to the amended Chilean Mining Code, the payment of the annual patent for exploration concessions will be equivalent to 3/50 of MTU per each hectare and, if the concession is for exploitation, proving the start and maintenance of specified mining works, the annual patent payment will be 1/10 MTU. In the event that it does not comply with such requirement (maintenance of specified mining works), a progressive value will be applied to the annual patent payment as follows: (a) 4/10 MTU for the first 5 years of validity, (b) 8/10 MTU from year 6 to year 10, (c) 9/10 MTU from year 11 to year 15, (d) 1,2 MTU from year 16 to year 20, (e) 3 MTU from year 21 to year 25, (f) 6 MTU from year 26 to year 30, and (g) 12 MTU after year 31.

If the mining concessionaire does not make the annual patent payment within the term established by the Chilean Mining Code, a judicial procedure will be initiated to include the concession in a public auction. The highest bidder may acquire the mining concession by paying the value of the unpaid patent payment. The owner of the concession will not be allowed to bid for it but may remove it from the auction until the time of the bidding, by paying double the value owed. If there are no bidders in the auction for that concession, the judge must declare the area on which the concession is located as "free land".

Surface Rights

In accordance with the provisions of the Chilean Mining Code, the mining concession is a right, distinct and independent from the ownership of the surface property, even if it has the same owner. Therefore, a mining concessionaire must have a property, contractual or legal right to carry out mining activities over surface land, each as further detailed below.

(a) Property rights: where the mining concessionaire owns the superficial property, it can carry out mining activities without the need to obtain authorization from third-party owners.

(b) Contractual rights: the following contracts, among others, are noteworthy:

(i) Lease: agreement with the owner of the surface property, which allows the mining concessionaire to carry out mining activities and to appropriate what is extracted.

(ii) Land use authorization: agreement with the owner of the surface property, which allows the mining concessionaire to access the property and proceed with prospection and exploration activities.

(c) Legal rights, easements: in accordance with the provisions set forth in the Chilean Mining Code, a titleholder of a mining concession, whether for exploration or exploitation, has the right to constitute easements over the surface land to enable the exploration or exploitation of its concessions. The mining easements can be of traffic, of electric services and of occupation in the terms and scopes of article 120 of the Chilean Mining Code, easements that cannot be imposed in land where permanent constructions exist, or which are covered by plantations of forests, vineyards and fruits. These easements may be:

(i) Voluntary: the owner of the surface land agrees to the easement and enters into an easement agreement with the mining concessionaire, regulating, among other things, the location, purpose, and duration of the easement, together with the compensation the mining concessionaire shall pay the surface landowner for the use of his land.

(ii) Judicial: if the owner of the surface land does not agree to the easement, the mining concessionaire may file a claim to the civil courts. If the mining concessionaire fulfills certain requirements (effective potential for exploration and/or exploitation of mineral substances), the civil courts will grant the easement, indicating the easement's location, purpose, duration, and corresponding compensation.

Environmental Regime

The main agencies overseeing environmental issues are the Chilean Ministry of Environment ("Ministerio del Medio Ambiente" or "MMA"), the Environmental Assessment Service ("Servicio de Evaluación Ambiental" or "SEA"), the Environmental Superintendence ("Superintendencia del Medio Ambiente" or "SMA") and the Environmental Courts ("Tribunales Ambientales" or "TA").

The main environmental regulation applicable to the development of environmental projects or activities in Chile are Law No. 19.300 of General Basis of the Environment ("LBGMA") and Supreme Decree No. 40/2012 issued by the Ministry of the Environment of Chile ("RSEIA"), pursuant to which certain mining projects must be submitted to the Environmental Impact Assessment System ("Sistema de Evaluación de Impacto Ambiental" or "SEIA") for an environmental impact evaluation prior to their execution.

As mentioned, according to Chilean environmental regulation, certain projects or activities must be assessed by the SEA. Thus, projects or activities can be environmentally assessed through two types of instruments, depending on the extent or scale of the project's environmental impact:

(a) an Environmental Impact Statement ("Declaración de Impacto Ambiental" or "DIA"), for such projects which are expected to cause minor impairment; or

(b) an Environmental Impact Study ("Estudio de Impacto Ambiental" or "EIA"), for activities that entail considerable environmental effects.

The EIA or DIA, as applicable, must be submitted to the Environmental Assessment Commission ("CEA") in the case of regional projects, or to the Executive Director of the SEA, if the project is transregional. Through whichever of such documents the project initiates its environmental assessment, it must prove the compliance with environmental regulation.

The environmental assessment process ends with the granting of an environmental authorization, known as Environmental Qualification Resolution ("Resolución de Calificación Ambiental" or "RCA"). The RCA certifies that the project complies with all the environmental applicable regulations and, in the case of an EIA, can adequately

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mitigate, restore, or compensate its environmental impacts. By means of the RCA, the CEA or the Executive Direction of the SEA authorizes the execution of the assessed project, and establishes the conditions, requirements or measures that must be complied for its implementation and execution.

The SEIA is an administrative procedure that contains several regulated stages, set out below:

Admission to the SEIA

The general rule is to submit a project to the SEIA through a DIA. However, if a project generates or has the potential to produce a "significant environmental impact" it will be necessary to submit an EIA. A "significant environmental impact" is defined by the LBGMA as any of the following effects, characteristics, or circumstances:

(a) Hazard for human health, due to the amount and quality of the effluents, emissions or residues generated or produced.

(b) Major adverse effects on the quantity and quality of renewable natural resources, including land, water and air.

(d) Proximity to protected populations, resources and areas, priority conservation sites, protected wetlands and glaciers likely to be affected, as well as the environmental value of the territory in which they are intended to be undertaken.

(e) Major alteration, in terms of extension and duration, of the scenic or tourist value of the area.

(f) Alteration of monuments, sites with an anthropological, archeological or historical value and, in general, belonging to the cultural heritage.

As mentioned, the main difference between DIAs and EIAs is that the latter proceeds in the case of a project or activity that triggers significant adverse impact in the environment and for this reason, EIAs are reserved for objectively more complex projects or activities: thus, their processing is more extensive. In addition, a citizen participation phase ("PAC") is mandatory in the case of an EIA whereas in the DIAs it only proceeds if certain requirements are met.

Finally, as an EIA generates significant environmental impacts, the titleholder of the project must propose the corresponding mitigation, compensation, and remediation measures. The DIA does not include environmental measures and the lack of significant environmental impacts must be certified during the assessment process.

SEIA Process

The steps of the SEIA process are as follows:

(a) EIA/DIA submission:

The SEIA process begins with the EIA/DIA submission to SEA. After submitting the respective EIA or DIA, the authority, within five business days after the submission, will conduct an admissibility control. The information that must be included in the EIA/DIA is established by the Environmental Regulation.

The EIA or DIA, as applicable, must be submitted to the Environmental Assessment Commission in the case of regional projects, or to the Executive Director of the SEA, if the project is transregional.

(b) Opinion of public agencies:

The environmental assessment procedure is characterized by the participation of different State Administration Agencies with Environmental Jurisdiction ("OAECA"). If the EIA or DIA is admissible, the SEA will request

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opinions from the OAECAS, which will have to issue a report with their founded opinion within the scope of their authority, as to whether or not the project complies with the Environmental Regulations, including the sectoral environmental permits, and will request, if necessary, any clarifications, amendments or additions that are deemed relevant to the assessment.

The SEA could end the process early if it considers that the project lacks relevant or essential information, whether from the reports submitted by the sectoral agencies or due to their own review.

If the DIA or EIA does not have sufficient information to carry out a proper environmental assessment, an early termination resolution, called "IRE", will be issued. SEA can only end a process due to the lack of relevant or essential information during the first 40 days after submission in the case of an EIA and during the first 30 days after submission in the case of a DIA.

(d) ICSARA

Each OAECA will make comments and observations within the scope of its competence and the SEA will consolidate all the consultations, clarifications or rectifications requested by the competent services to the proponent, through a document called Consolidated Report of Clarifications, Rectifications or Expansions ("ICSARA").

(e) Addendum

In response to the ICSARA, the applicant must submit to the SEA, in a document titled "Adenda" ("Addendum"), the clarifications, corrections or additions to the EIA or DIA, including the answers to the various comments or observations made by the community during the PAC, if applicable. The applicant may request twice an extension for the submission of the Addendum to SEA and all the sectoral public entities involved in the assessment.

The issue of the Addendum can have two outcomes: (i) the document is entirely satisfactory, in which case an Assessment Consolidated Report ("ICE") will be issued; or (ii) if the answers contained in the Addendum are insufficient, the applicant should consider a new round of questions, following the same procedure described herein.

(f) 2nd ICSARA and 2nd Addendum

The OAECAS participating in the assessment process will have to issue a report on the Addendum. If the sectoral public entities require additional clarification, corrections, or additions to make an approval or rejection recommendation on the project under assessment, an additional or complementary ICSARA will be prepared following the same procedure explained above. The applicant must submit to the SEA, in a complementary Addendum, its response to the clarifications, corrections or additions requested. After that, the administrative agencies involved in the assessment process will have to issue a report on the complementary Addendum.

This report may refer only to the information provided in the complementary Addendum. In the DIAs there are only up to two ICASARAS and Addendum. In EIAs, on the other hand, there can be up to three ICSARAS and three Addendum. This last Addendum is sent to the OAECA, but they can no longer make further comments, only express their agreement, agreement with conditions or disagreement.

Once all the OAECA have participated and the proponent has submitted all the respective Addendum, the evaluation stage is concluded.

(g) ICE

The environmental assessment procedure concludes with the issue of a Consolidated Evaluation Report ("Informe Consolidado de Evaluación" or "ICE"). The ICE compiles the general background of the project or activity, the chronological synthesis of the evaluation stages and reference to the OAECA reports. In the case of the EIA's, it also provides a summary of the relevant environmental impacts and mitigation, remediation and compensation measures.

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By means of the ICE, the environmental authority will then recommend the approval or rejection of the project, following which the project will be assessed by the Environmental Assessment Commission.

(h) RCA

The Environmental Assessment Commission based on the ICE's recommendation will assess the project and decide if it will be authorized, considering all the information that was presented during the process and that has been included in the environmental assessment file. The decision of the Environmental Assessment Commission is explicitly contained in the Environmental Approval Resolution ("Resolución de Calificación Ambiental" or "RCA").

The RCA is an administrative act that pronounces on the environmental viability of the project, determining if its environmental impacts comply with current environmental regulations. By means of the RCA, the execution of the assessed project is authorized, and the conditions, requirements or measures that must be complied for its implementation and execution are established. The RCA must also consider the arrangements and discussions concluded in the PAC.

Additionally, each RCA provides the environmental approval for the applicable sectorial environmental permits that have an environmental protection purpose ("Permisos Ambientales Sectoriales" or "PAS"). There are two types of sectoral environmental permits: (i) sectorial environmental permits with environmental content only and (ii) mixed sectoral environmental permits.

In the case of sectorial environmental permits with only environmental content, it will be sufficient for the project holder to exhibit the RCA before the competent agency to grant the permit without further processing. If the RCA is unfavorable, such bodies will be obliged to deny such permits.

In the case of mixed sectorial environmental permits, the favorable RCA will certify that the environmental requirements of such permits are complied with. In such case, the competent agency competence may not deny the corresponding permits due to the referred requirements, nor impose new conditions or requirements of an environmental nature other than those established in the RCA.

The environmental authorization of a project or activity expires if more than five years have elapsed without the project being started its implementation. The SMA shall verify the aforesaid and require the SEA to declare such forfeiture.

Citizen Participation and Indigenous Consultation

(a) Citizen Participation

The SEA process affords the community the right to present their observations to a project assessed under SEIA by means of a citizen participation phase ("PAC"). As mentioned, in the EIAs, the PAC is a mandatory proceeding, whereas in the DIAs it only proceeds if certain requirements are met. The importance of the PAC is to make observations of the project from the environmental, normative, and technical perspective. The PAC observers whose observations are declared admissible will have legal standing to, later, present a formal claim against the RCA, if they are not satisfied with its contents. The observations must be incorporated in the ICSARAs and must be responded by the proponent through the Addendum.

(b) Indigenous Consultation

Chile ratified the Indigenous and Tribal Peoples Convention of 1989 (the "ILO Convention 169") concerning Indigenous and Tribal People in 2008. In 2014, Decree No 66 was enacted by the Ministry of Social Development for the implementation of the ILO Convention 169. The decree regulates the procedure for consultations regarding legislative and administrative decisions that might affect indigenous people.

Regarding environmental matters, if the project or activity is located on indigenous lands, indigenous development areas or in the vicinity of human groups belonging to indigenous peoples ("GHPPI"), the SEA must develop a

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consultation process known as Indigenous Consultation Process ("PCPI") that contemplates appropriate mechanisms according to the sociocultural characteristics of each people and through their representative institutions.

The SEA shall design and develop a good faith consultation process that includes appropriate mechanisms according to the sociocultural characteristics of each community and through their representative institutions, so that they can participate in an informed manner and have the possibility of influencing the environmental assessment process. The idea is to obtain the consent of the human groups belonging to the affected indigenous community on project impacts and measures.

The PCPI is a parallel and independent procedure from the PAC. In the PAC, any natural or legal person may participate. In the PCPI, on the other hand, only human groups that meet certain characteristics may participate through their representative institutions. In the case of the PCPI, the main objective is to "reach an agreement or obtain the consent" of the communities, and the participation of the different communities does not entitle them to present subsequent claims, unlike the observers.

The objective of the PCPI is to try to reach an agreement with the indigenous people regarding environmental measures. The consultation process ends with a resolution of SEA which includes the efforts made to achieve an agreement with the indigenous people, and the agreements reached, if any. Such agreements will be included in the RCA.

Environmental sectoral permits

Although the RCA authorizes to immediately start the project's construction and operation stages, as long as the environmental obligations established in the environmental authorization have been complied, there are further environmental sectoral permits and other non-environmental sectoral permits known as PAS that must be obtained after the RCA in order to develop a mining project.

Regarding the PAS, the Environmental Regulations establishes the environmental-related requirements that must be presented in the DIA/EIA in order to obtain an authorization during the SEIA process. In this context, only the environmental aspects of the permit are going to be assessed.

If the RCA authorizes the project, it will state that the environmental requirements of the PAS are fulfilled. The project holder must then request the granting of the PAS before the corresponding sectoral authorities.

Remedies

Within 30 working days of the issuance of the RCA, the owner of a project is entitled to file an administrative action ("recurso de reclamación"), in the case of an unfavorable RCA or an RCA that imposes conditions or requirements that they deem illegal or arbitrary. Also, individuals and legal entities that had made observations in the PAC have the right to file an action against the RCA in case they believe that their observations were not adequately considered.

The action will be decided by a Committee of Ministers ("Comité de Ministros") in case of the EIAs or the National Director of SEA in case of the DIAs.

A judicial action against the decision of the Committee of Ministers or the National Director of SEA can be filed before the corresponding Environmental Court. The ruling of the Environmental Court may be challenged in front of the Chilean Supreme Court.

Other Operating Permits

In addition to the RCA and the PAS, other sectoral permits of a non-environmental nature are required for a project's construction and operation stages. These permits may be requested directly to the corresponding authorities such as the Municipalities, Health Authority, Servicio Nacional de Geología y Minería ("SERNAGEOMIN"), General Waters Bureau, among others.

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Although the sectoral permits that a mining project requires depend on its characteristics and location, mining projects usually require obtaining an authorization of the exploitation method by SERNAGEOMIN. SERNAGEOMIN is the main authority entitled to issue several permits like the commencement authorization or the approval of the mine closure procedures. In this sense, according to applicable mining safety regulations, prior to starting its operations, the mining company must submit to the SERNAGEOMIN for its approval of the exploitation method (or any major modification to a previously accepted method) for the exploitation of the mine and the treatment of the minerals.

See sections titled "Risk Factors – Surface Rights" and "Risk Factors – Foreign Operations Risks".

Emerging Market Issuer Disclosure

The Resulting Issuer will implement a system of corporate governance, internal controls over financial reporting, and disclosure controls and procedures that apply at all levels of the Resulting Issuer and its subsidiaries. It is expected that these systems will be overseen by the Board and implemented by the Resulting Issuer's senior management. These systems of corporate governance, internal control over financial reporting and disclosure controls and procedures are designed to ensure that, among other things, the Resulting Issuer will have access to all material information about its subsidiaries. It is expected that the relevant features of these systems will include:

The Resulting Issuer's Control Over the Foreign Subsidiaries

The Resulting Issuer's corporate structure will be designed to ensure that the Resulting Issuer will control or will have a measure of direct oversight over the operations of its foreign subsidiaries. The Resulting Issuer's foreign subsidiaries will be owned 100% and 99% and, accordingly, controlled by the Resulting Issuer. As a result, the Resulting Issuer will have the power to appoint and dismiss any and all of the directors of its foreign subsidiaries. In turn, the directors of each foreign subsidiary (appointed by the Resulting Issuer) will have the power to appoint and dismiss any and all the officers of such foreign subsidiaries at any time, to instruct such officers to pursue business activities, and to require such officers to comply with their fiduciary obligations. As the controlling shareholder of its foreign subsidiaries, the Resulting Issuer's approval will be required for any fundamental changes requiring shareholder approval. The Resulting Issuer, as shareholder, can also enforce its rights by way of various shareholder remedies available to it under local laws. As a result, through these relationships, the Resulting Issuer will be able to effectively ensure that the business objectives of the foreign subsidiaries are aligned with its own. As well, budgets, capital investments and exploration programs in respect of the Resulting Issuer's mineral properties will be established by the Resulting Issuer.

In addition, the signing officer for each foreign subsidiary's bank accounts will be specifically designated by the Resulting Issuer. In accordance with the Resulting Issuer's internal policies, all foreign subsidiaries will be required to notify the Resulting Issuer and its officers of any changes in their local bank accounts including requests for changes to authority over the foreign subsidiaries' foreign bank accounts. Monetary limits will be established internally by the Resulting Issuer as well as with the respective banking institution and it is anticipated that money will be transferred by the Resulting Issuer into the foreign subsidiaries' foreign bank accounts upon request from the applicable foreign subsidiary as approved by senior management of the Resulting Issuer. Funds will be transferred by the Resulting Issuer to its foreign subsidiaries by way of wire transfer. Annually, authorizations over bank accounts will be reviewed and revised as necessary. Changes will be communicated to the banking institution by the Resulting Issuer and the foreign subsidiaries to ensure appropriate individuals are identified as having authority over the bank accounts.

Strategic Direction

The Board is, and it is expected that the Resulting Issuer Board will be, responsible for the overall stewardship of the Resulting Issuer and, accordingly, supervises, and will supervise, the management of the business and affairs of the Company and the Resulting Issuer, respectively. More specifically, the Board is, and it is expected that the Resulting Issuer Board will be, responsible for reviewing the strategic business plans and corporate objectives, and approving acquisitions, dispositions, investments and other transactions and matters that are material to the Company and the Resulting Issuer, respectively, including those of the subsidiaries.

Internal Control Over Financial Reporting

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The Company prepares, and it is expected that the Resulting Issuer will continue to prepare, its consolidated financial statements and MD&A on a quarterly and annual basis, using IFRS, which require financial information and disclosures from its subsidiaries. The Company implements, and it is expected that the Resulting Issuer will continue to implement, internal controls over financial reporting as defined under NI 52-109 in order to provide reasonable assurance that its financial reporting is reliable and that the quarterly and annual financial statements and MD&A are being prepared in accordance with IFRS and relevant securities laws. These internal controls include the following:

(a) The Company receives, and it is expected that the Resulting Issuer will continue to receive, trial balances, balance sheets, income statements and general ledger details relating to its subsidiaries in order to complete the consolidated financial statements and MD&A. Management of the Company has, and it is expected that the Resulting Issuer will continue to have, direct access to relevant financial management of its subsidiaries in order to verify and clarify all information required.

(b) All public documents and statements relating to the Company, and following the completion of the Transaction, the Resulting Issuer, and its subsidiaries containing material information (including financial information) is and will be reviewed by senior management, including the President, the CEO, the CFO, and legal counsel before such material information is and will be disclosed, to make sure that all material information has been considered by management and properly disclosed.

(c) The Audit Committee obtains and will obtain confirmation from the CEO and the CFO as to the matters addressed in the quarterly and annual certifications required under NI 52-109.

(d) The Audit Committee reviews and will review and approve the quarterly and annual financial statements and MD&A and recommends to the Board, and will recommend to the Resulting Issuer Board, for its approval of the quarterly and annual financial statements and MD&A, and any other financial information requiring board approval, prior to their publication or release.

(e) The Audit Committee assess and evaluates, and will continue after completion of the Transaction to assess and evaluate, the adequacy of the procedures in place for the review of the Company's, and following completion of the Transaction, the Resulting Issuer's, public disclosure of financial information extracted or derived from the financial statements by way of reports from management and its internal and external auditor.

Disclosure Controls and Procedures

The responsibilities of the Audit Committee include, and will include following completion of the Transaction, oversight of the Company's internal control systems including those systems to identify, monitor and mitigate business risks as well as compliance with legal, ethical and regulatory requirements.

CEO and CFO Certifications

In order for the Company's CEO and CFO to be in a position to attest to the matters addressed in the quarterly and annual certifications required by NI 52-109, the Company has developed internal procedures and responsibilities throughout the organization for its regular periodic and special situation reporting based on the principals set out in the Internal Control – Integrated Framework published by the Committee of Sponsoring Organizations of the Treadway Commission, which procedures and responsibilities will continue following the completion of the Transaction. This is done in order to provide assurances that information that may constitute material information will reach the appropriate individuals who review public documents and statements relating to the Company or the Resulting Issuer, as applicable, and its subsidiaries containing material information, is prepared with input from the responsible officers and employees, and is available for review by the CEO and the CFO in a timely manner.

Records Management of the Subsidiaries

The original minute books, corporate seal and corporate records of the Company's subsidiaries are kept at the applicable subsidiary's registered office. There are no restrictions for officers, directors or shareholders of the

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Company, and following the completion of the Transaction, of the Resulting Issuer, to access the books and/or records of the Company's or the Resulting Issuer's, as applicable, subsidiaries, including, in the case of the Resulting Issuer any subsidiaries it may have in order to carry on business in Chile.

Social and Environmental Policies

It is expected that the Resulting Issuer Board will adopt a written code of business ethics and conduct which will provide a framework of guidelines and principles to govern ethical and professional behaviour in conducting the business of the Resulting Issuer and will apply to all of the directors, officers and employees of the Resulting Issuer. The objective of the code of business ethics and conduct will be to provide guidelines for maintaining the Resulting Issuer's, including its subsidiaries', integrity, reputation, honesty, objectivity and impartiality.

Material Property

Santa Monica Copper Project

The Santa Monica Copper Project is the only material property of the Target and will represent the material property of the Resulting Issuer after completion of the Transaction. The Santa Monica Copper Project is located in Chile's prolific Tres Puntas Mining District, about 170 km north of the City of Antofagasta and as close as 2 km from the port City of Tocopilla.

The scientific and technical information in this Circular with respect to the Santa Monica Copper Project is derived, and in some instances is an extract, from the Technical Report. Portions of the following information are based on assumptions, qualifications and procedures which are not fully described herein. Reference should be made to the full text of the Technical Report which is posted under EVM's profile on SEDAR+ at www.sedarplus.ca.

The Technical Report has been prepared in accordance with the requirements of NI 43-101 by the Technical Report Author for the Target. Scientific and technical information in this Circular has been prepared under the supervision of the Technical Report Author. The Technical Report Author has reviewed and approved the description of the Santa Monica Copper Project in this Circular. The Technical Report Author is an independent "Qualified Person" as defined in NI 43-101. The Technical Report Author conducted a site visit at the Santa Monica Copper Project on February 23, 2024 to observe general access and property conditions, to observe copper mineralization, historical workings, and to verify the exploration and mining potential of the Santa Monica Copper Project.

Property Location and Description

Property Location

The Santa Monica Copper Project, located in the Tres Puntas Mining District, about 170 km north (direct) of the City of Antofagasta, Chile, is as close as 2 km northeast and 3 km southeast (direct) from the port City of Tocopilla, Tres Puntas Mining District, Antofagasta Region II, Tocopilla Province, Tocopilla Comuna, northern Chile, as illustrated in the figure below:

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The centre of the Santa Monica Copper Project area (Condor 1/4 concession) is at about $379434\mathrm{mE}$ , $7550535\mathrm{mN}$ (WGS84 Zone 19S), longitude $70^{\circ}10'11''$ W and latitude $22^{\circ}8'46''$ S.

All known copper mineralization that is the focus of the Technical Report is located within the boundary of the mining lands that comprise the Santa Monica Copper Project and the five properties that comprise the Santa Monica Copper Project: Milagros Group; Delfina Group; Tamaya Group (Katherine Mine); Condor or Condor Mine; and Monica or Santa Monica Mine.

The figure below illustrates the location of the five properties that comprise the Santa Monica Copper Project:

Property Description and Ownership

The 25 concessions (the "Concessions") that comprise the Santa Monica Copper Project cover about 3,464 ha, with preferential rights over all 25 Concessions. The 25 Concessions are listed in the SERNAGEOMIN, and are located in Antofagasta Region II, Tocopilla Province, Tocopilla Comuna, northern Chile. All 25 Concessions are registered 100% to SMG.

On August 25, 2025, EVM announced that, along with Canada Co, and Target, they had entered into the Amalgamation Agreement to complete the Transaction. Under the Transaction, EVM will acquire all of the issued and outstanding common shares and preferred shares of the Target.

Upon completion of the Transaction, the securityholders of the Target will hold approximately 63% of the Resulting Issuer Shares and the Resulting Issuer will carry on the business of the Target, being the exploration and development of the Santa Monica Copper Project, including its three small-scale past-producing copper operations.

A summary of the 25 Concessions that comprise the Santa Monica Copper Project is set out in the table below:

No.	Rol Nacional	Group/ Concession	Concession	Area (ha)	Payment (2024-2025)	Payment (2025-2026)	Type	Status	Expiry
1	021011984-1	MILAGROS	Milagros I	100	$388,800	$412,710	Exploration	en tramite	26-12-27
2	021011985-k		Milagros II	200	$777,600	$825,420	Exploration	en tramite	26-12-27
3	021011986-8		Milagros III	200	$777,600	$825,420	Exploration	en tramite	26-12-27
4	021011987-6		Milagros IV	200	$777,600	$825,420	Exploration	en tramite	26-12-27
5	021011988-4		Milagros V	200	$777,600	$825,420	Exploration	en tramite	26-12-27
6	021011989-2		Milagros VI	200	$777,600	$825,420	Exploration	en tramite	26-12-27
7	021012435-7	DELFINA	Delfina 1/53	53	$343,403	$1,458,242	Exploitation	en tramite	indefinite
8	021012428-4		Delfina VII 1/106	106	$686,806	$2,916,484	Exploitation	Constituida	indefinite
9	021011978-7		Delfina I	300	$1,166,400	$1,238,130	Exploration	en tramite	27-11-27
10	021011979-5		Delfina II	200	$777,600	$825,420	Exploration	en tramite	26-12-27
11	021011980-9		Delfina III	200	$777,600	$825,420	Exploration	en tramite	22-12-27
12	021011981-7		Delfina IV	200	$777,600	$825,420	Exploration	en tramite	26-12-27
13	021011982-5		Delfina V	100	$388,800	$412,710	Exploration	en tramite	26-12-27
14	021011983-3		Delfina VI	300	$1,166,400	$1,238,130	Exploration	en tramite	26-12-27
15	021012418-7	TAMAYA	MARYELL 1/50	100	$647,930	$2,751,400	Exploitation	Constituida	indefinite
16	021012421-7		ISABEL 1/50	100	$647,930	$2,751,400	Exploitation	Constituida	indefinite
17	021012420-9		MARGARITA 1/50	100	$647,930	$2,751,400	Exploitation	Constituida	indefinite
18	021012417-9		KATHERINE 1/54	54	$349,883	$1,485,756	Exploitation	Constituida	indefinite
19	021012415-2		ANILA 1/50	100	$647,930	$2,751,400	Exploitation	Constituida	indefinite
20	021012416-0		ANITA 1/50	100	$647,930	$2,751,400	Exploitation	Constituida	indefinite
21	021012422-5		INES 1/50	100	$647,930	$2,751,400	Exploitation	Constituida	indefinite
22	021012419-5		DELIA 1/50	100	$647,930	$2,751,400	Exploitation	Constituida	indefinite
23	021012049-1		KATHERINE 1/28	56	$362,841	$1,540,784	Exploitation	Constituida	indefinite
24	021011119-0	CONDOR	Condor 1/4	20	$129,586	$550,280	Exploitation	Constituida	indefinite
25	021011140-9	MONICA	Santa Monica 1/8	75	$485,948	$2,063,550	Exploitation	Constituida	indefinite
			Total (CLP):	3,464	$16,225,177	$39,179,936

Of the 25 Concessions, 12 are "Exploración" (Exploration) and 13 are "Explotación" (Exploitation). The 12 Exploration concessions and one Exploitation concession are "en tramite" (in process). The other 12 Exploitation concessions are "Constituida" (constituted).

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Mineral Tenure in Chile

The Political Constitution of the Republic of Chile (Constitución Política de la República) provides that the Chilean State has absolute, exclusive, inalienable and imprescriptible property over all mines and mineral substances located within the national territory, with the exception of surface clays, notwithstanding the ownership of natural or legal persons over the superficial land in the interior of which they are located.

Private individuals may develop mining exploration and exploitation works on the basis of mining concessions granted by judicial resolution. In accordance with Chilean mining legislation, there are two types of mining concessions in Chile, exploration (Exploración) and exploitation (Explotación).

Chile's current mining and land tenure policies were first incorporated into laws in 1982 and amended in 1983. The laws were established to secure the property rights of both domestic and foreign investors to stimulate mining development in Chile.

Since February 2023, the Chilean Government has made or has been proposing several amendments to the Chilean Mining Code ("Chilean Mining Code"). The most recent changes to the Mining Code took place on January 1, 2024 and August 2, 2024.

In addition to changes to the annual fee structures and obligation to report on exploration work completed, the distinction between metallic and non-metallic mining concessions has been eliminated; all concessions are subject to the same fee structure.

Annual payments for mining concessions in Chile are calculated on the basis of the Monthly Tax Unit or "MTU". The MTU (Unidad Tributaria Mensual or Monthly Tax Unit) is similar to the Chilean UF (Unidad de Fomento) but is used for administration purposes and is the official indicator managed by the tax authority (Servicio de Impuestos Internos "SII"). Like UF, the MTU is updated and posted online on a monthly basis (CLP$69.542 for November 2025).

Exploration (Exploración) Concession

Exploration concessions are meant to provide the holder access to the specified lands to carry out baseline mineral exploration activities such as rock or soil sampling, geophysics, mechanical trenching, and drilling. An exploration concession is obtained by the filing of a claim which includes all minerals that are being explored for within its area.

Exploration concessions are granted for a period of four years but could be extended for an additional four years through application to SERNAGEOMIN within the first six months of the last year of the concession, a report with the geological information obtained from mineral exploration on the property. Alternatively, the mining concessionaire may submit proof that an Environmental Qualification Resolution ("RCA") was granted to the property, or that the property has been admitted and there is an ongoing process in the Environmental Impact Assessment System (the "SEIA").

From the filing of the application for an exploration concession until a term of one year from its expiration, its holder may not acquire, directly or through an intermediary (e.g., a relative or a related company), a new exploration concession that includes, wholly or in part, the area covered by the original exploration concession.

For each exploration concession, the titleholder must pay an annual fee of 3/50 MTU per hectare or approximately US$4.31 per hectare (as of August 2024) to the Chilean Treasury. At the end of this four year period, the exploration concession may be: (a) renewed as an exploration concession, for a new term of up to four further years and in which case the titleholder must waive at least 50% of the surface area of the existing exploration concession; or (b) be converted, totally or partially, into exploitation concessions by exercising the pre-emptive right.

In order to convert an exploration concession to an exploitation concession, the holder must file a survey ("solicitud de mensura"), which includes delineation of the exploitation concession by Universal Transverse Mercator (UTM) coordinate system. The process to grant an exploitation concession is between 91 to 120 days, inclusive from the filing date of the mining concession.

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Exploration concessions can overlap or be granted over the same area of land with pre-existing concessions (preferential right); however, the rights granted by an exploration concession can only be exercised by the titleholder with the earliest dated exploration concession over a particular area.

In addition, a titleholder with the earliest dated exploration concession has a preferential right to an exploitation concession in the area covered by the exploration concession. This preference pre-empts the rights of third parties with a later dated exploration concession for the same area, or of third parties without an exploration concession at all and must be enforced in exploitation mining granting proceedings. Similarly, a pre-existing exploration concession with an earlier dated claim for a mining exploration concession ("pedimento") can void subsequent overlapping mining exploration concessions.

Nonetheless, for an exploration concession's pre-emptive rights to remain valid, the titleholder of an exploration concession must oppose any exploitation concession applications from third parties within the same area. This opposition must be filed within 30 days from the date upon which the survey request for any overlapping exploitation concession in process of being granted is published in the Mining Gazette. The opposition will suspend the exploitation mining concession granting process until the decision is made with respect to the opposition of either rejecting the opposition or determining where the survey cannot take place given the exploration concession's existence and preferential rights.

If the opposition is not filed in a timely manner, then: (a) the exploration mining concession will lose its rights to the overlapped area where the subsequent exploitation mining concession is granted; or (b) the subsequent exploitation concession cannot be voided on the basis of the overlap.

Exploitation (Explotación) Concession

The titleholder of an exploitation concession is granted the right to explore and exploit the minerals, located within the area of the concession and to take ownership of the minerals that are extracted. Exploitation concessions cannot overlap or be granted over the same area of land.

Where a titleholder of an exploration concession has applied to convert the exploration concession into an exploitation concession, the application for the exploitation concession and the exploitation concession itself take the date of the exploration concession.

Exploitation concessions are of indefinite duration as long as the annual fees are paid. Subject to certain exceptions which are outlined further below, the mining fees per hectare for exploitation concessions increase progressively:

4/10 MTU for the first five years;
8/10 MTU for years six to 10;
9/10 MTU for years 11 to 15;
1.2 MTU for years 16-20;
3.0 MTU for years 21 to 25;
6.0 MTU for years 26 to 30; and
12.0 MTU for years 31 onwards.

There are however, four scenarios allowing for a reduced mining fee of 1/10 MTU per hectare annually:

Exploitation concessions demonstrating mining operations. It will be considered that a concession has begun mining when activities are undertaken that permanently allow the development of mining operations (as defined in the Chilean Mining Closure Law). This includes advanced geological exploration such as

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delineation of a defined mineral resource (subject to the SEIA), prospecting, construction, exploitation, or the processing of minerals from a mineral resource and activities related to fulfilling a closure plan.

Exploitation concessions that have not shown mining operations but that are under environmental assessment at the SEIA or have an RCA.
The property has advanced into small-scale mining, which includes exploitation concessions not required to enter the SEIA but are requesting specific permits under Title XV of the Chilean Mining Safety Regulation (e.g., a permit to start the exploitation of a mine with an extraction of less than 5,000 tonnes per month). The benefit of reduced mining fees in this scenario can only be granted once.
For certain concessionaires who own less than 500 ha of exploitation concessions, including those held by relatives or related companies. This scenario applies when works are performed under any of the first three scenarios. Once the requirements are met, it is presumed that this scenario is maintained for a term of five years. However, for a one-time period of five years, concessionaires in this category will be presumed to meet the criteria without needing to provide proof.

A titleholder to an exploitation concession must apply to annul or cancel any subsequent exploitation concessions which overlap the area covered by its exploitation concession within the four-year term from the date upon which the judicial awarding of such exploitation concession is published in the Mining Gazette. If the holder of the earliest exploitation concession fails to annul the later exploitation concession, then the judicial decision that declares the statute of limitations to have elapsed will also extinguish the earliest mining concession in the overlapped surface.

The preferential right over the areas covered by mining concessions is determined by the chronological order of the mining concessions judicial request. Therefore, the first mining concessionaire to request a mining concession over a certain area shall have the preferential right to explore or exploit such area once its mining concession is duly constituted. If that mining concessionaire fails to duly constitute its mining concession (due to not meeting deadlines or fulfilling requirements), then the preferential right shall pass to the mining concessionaire that has presented its judicial request right after the one who failed to constitute.

Rights over exploration and exploitation mining concessions in process of being granted may be transferred and disposed of once the judicial request has been duly registered in the corresponding Mining Registrar.

Obligation to Report

New to the Chilean Mining Code is the obligation for the holder of a mining concession to report on the exploration work and geological information collected on the property. This regulation replaces the existing procedure for the submission of basic geological exploration work.

The holder of an exploration concession must submit all the geological information obtained from its exploration work to SERNAGEOMIN within 30 days after the concession has expired or the granting period has elapsed. Additionally, to request an extension of the term of the concession, a report with all the geological information obtained through exploration must be submitted within the first six months of the last year of the concession's validity.

The holder of an exploitation concession must submit to SERNAGEOMIN, every two years, all the geological information obtained from exploration work carried out during that period. If the exploration or exploitation concessionaire has carried out advanced exploration (e.g., mineral resource delineation), the information submitted will be deemed confidential by SERNAGEOMIN for a period of four years from its submission.

Geological information obtained from exploration work executed on their mining concessions to SERNAGEOMIN, through a form on the SERNAGEOMIN website, which must have the following information (if it exists):

Presentation of the project: explored area and exploration activities, among others.
Regional and district geological maps of the project.

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Geophysical surveys.
Geochemical surveys and surface samples.
Drilling information.

Holding Costs

The annual amount paid by Target for the 25 Concessions, paid in 2025 (for 2025-2026), was CLP$39.179.936 (approximately US$36,045). The payment is due annually, prior to March 31. Payments for 2025-2026 were paid late (June 30, 2025) and as such there was a penalty imposed for late payment. For reference, the payment made for the 2024-2025 year was CLP$16.225.177 (approximately US$15,900).

In addition to the annual concession costs, the Santa Monica Copper Project requires an annual payment of approximately CLP$17.000.000 (432.6 UF) for a mining easement associated with the TPCP, the TSF, and the Katherine Mine, which is constituted for a minimum of 20 years.

Annual Technical Reporting

As per the provisions of Article 21 of the Mining Code, and as amended by Law N° 21,420 and Law N° 21,649, mining concessionaires have the obligation to submit to SERNAGEOMIN a report with the geological information obtained from the exploration works executed in their mining concessions. Consequently, this regulation of the Ministry of Mining establishes the form, terms, and conditions that such report requires, in order to comply with this obligation by the "Reporting Entity", defined as (Article 1):

Reporting Entity: The holder of a mining concession (exploration or exploitation), is obliged to submit a report with the geological information obtained from exploration works executed in the concessions.
Exploration: Set of works and actions leading to the discovery, characterization, delimitation and estimation of the potential of a concentration of mineral substances.
Basic Geological Exploration: First stage of the exploration process, consisting of the selection of geographical areas with geological structures that are favorable to contain mineral deposits, and the identification therein, through the application of one or more geological reconnaissance techniques of specific sectors or targets in which the presence of such deposits can be eventually verified.
Advanced Geological Exploration: Exploration activity based on information obtained from basic geological exploration, in order to characterize the mineral deposits with greater precision and define the resource in economic value. The results of this stage are used for the development of pre-feasibility studies and the conversion of mining resources to reserves.
Geological information: Set of data and background information obtained from exploration works, such as sampling databases, analytical certificates, maps, geological, geophysical, topographic surveys, drilling databases, and any other type of study.

Title II, Chapters I and II of the regulation refers to the report and submitting of the geological information by the Reporting Entity. The mining concessionaire must provide a report with the geological information obtained from the exploration works executed in their mining concessions to SERNAGEOMIN, through a form on the SERNAGEOMIN website, which must have the following information (if it exists):

Presentation of the project: explored area and exploration activities, among others.
Regional and district geological maps of the project.
Geophysical surveys.

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Geochemical surveys and surface samples.
Drilling information.

The annual technical report is submitted together with an affidavit stating that such information is complete, consistent and truthful. After SERNAGEOMIN receives the report from the reporting entity, it shall conduct a formal examination, with the possibility of granting a term to correct errors and/or omissions, and then a thorough examination with respect to technical aspects, content and format of the report. In this respect, SERNAGEOMIN can request from the reporting entity, clarifications, amendments or supplements. Finally, SERNAGEOMIN shall issue a resolution that will consider the obligation to submit the information as having been fulfilled, or else will initiate a sanctioning process.

The information is and will continue to be property of the reporting entity (claim holder) but will be available for public consultation in accordance with the provisions of the Chilean Access to Public Information law (Law No. 20,285). The reporting entity may indicate, and provide evidence, that the information comes from advanced geological exploration work, in which case it will be considered confidential for four years as of its submission to SERNAGEOMIN.

Failure to comply with this technical reporting obligation will result in a fine of up to 100 Unidad Tributaria Annual (Annual Tax Unit - ATU) on the concessionaire which as of the year 2024 had a value of $CLP807,528.

To determine the fine to apply, SERNAGEOMIN will take into consideration the following factors:

Previous conduct of the offender.
Economic capacity of the offender.
Seriousness of the infraction.
Negligence or malicious acts in not complying with the submitting of the information.

Notwithstanding the fine, SERNAGEOMIN is authorized to require such information anyway, and if the mining concessionaire does not comply, the fine can be doubled and, additionally, the benefit of a reduced mining fee, if requested, will be denied.

Tres Puntas Concentration Plant and Tailings Storage Facility

The TPCP and associated TSF are planned to be located within Concessions Anita 1/50, Katherine 1/28, Katherine 1/54, and Margarita 1/50. The TPCP was approved on August 31, 2022, for a three-year period at 4,800 tonnes per month production, generating 380 ton/month copper concentrate at a planned grade of 2.7% Cu (copper sulphide). TPCP was originally approved in August 2022 for a three-year period (declared construction period) to allow for construction and commissioning of the plant. As the TPCP was not constructed, SMG is currently updating the plant permits (renewal). According to the Santa Monica Copper Project, the TSF was approved more recently.

The mining easement (Role E-101-2023), dated January 6, 2023 (final judgement October 2, 2023), applies to the surface area (49.849 ha) within concessions Katherine 1/28, Katherine 1/54 and Margarita 1/50. The mining easement, in the name of SMG, is in place for a minimum period of 20 years and allows for the use of the surface lands as required for the installation of the TPCP, the TSF, related mine buildings and infrastructure, and for carrying out mining activities.

The mining easement remains active subject to an annual payment of 432.6 UF or about CLP$17.000.000 (US$17,800).

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Surface Rights and Legal Access

In Chile, the State owns all unextracted minerals notwithstanding the property rights of surface landowners. The surface rights associated with the five properties that comprise the Santa Monica Copper Project are State owned and at this stage of the Santa Monica Copper Project access to complete mineral exploration activities is not inhibited.

Article 14 of the Chilean Mining Code states that any person is entitled to dig test holes and to take samples in search for mineral substances, regardless of ownership or property rights over surface lands, except in lands included within the limits of a mining concession granted to a third party, as long as the damage is compensated to the person that holds the rights on those surface lands. Moreover, article 15 of the Chilean Mining Code sets forth that test holes may be freely dug in and samples taken from open and uncultivated land, regardless of the current holder or owner of the surface land.

Community Consultation

There is no need for any community consultation within the Santa Monica Copper Project area.

Environmental Studies and Liabilities

For all exploration work in Chile, any disturbance done to the land must be remediated. Environmental permits on the Santa Monica Copper Project as a Declaración de Impacto Ambiental ("DIA") is only necessary if there are more than 40 drilling platforms required or if the project is located in parks, protected land, or sensitive areas, none of which currently applies to the Project.

The Technical Report Author is not aware of any environmental liabilities associated with the Santa Monica Copper Project. The Technical Report Author is unable to comment on any remediation which may have been undertaken by previous companies and is not aware of any environmental liabilities associated with the Santa Monica Copper Project.

Current Permits and Work Status

Exploration

Permits for basic exploration are not required in Chile and at this stage of exploration on the Santa Monica Copper Project there is no requirement to hold an exploration permit or obtain permissions.

When conducting a drilling program or other surface disturbance, the concession holder is required to submit to SERNAGEOMIN a "Formulario de Inicio de Actividades de Exploración", which informs SERNAGEOMIN that the holder is undertaking exploration work in the area. This notification is the only requirement for drilling if there are less than 40 drill platforms.

The Santa Monica Copper Project is not currently an active project and no work is being conducted on the Santa Monica Copper Project.

Production Permits and Permissions

SMG has mined copper from the Santa Monica Mine between 2020 and February 2023 under what is informally referred to as a "Small Miners Permit", a right automatically granted to the holder of an exploitation concession. This permission gives the holder the right to mine up to 5,000 tonnes per month, subject to the tonnage amount being approved by SERNAGEOMIN. Mining at the Santa Monica Mine was suspended in February 2023.

Royalties, Agreements and Encumbrances

Globex Mining Enterprises Inc. ("Globex"), owns 10 Class "A" Shares of the Target. Globex may elect to redeem the Class A Shares, in its sole discretion, to receive the Class A Redemption Amount (as defined in the articles of the Target) as follows: (i) post-transaction public shares of the company; or (ii) 40% cash and 60% post-transaction shares;

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or (iii) credit towards the purchase of a royalty (the "Royalty").

The Royalty is a one percent (1.0%) net smelter return royalty (the "NSR") on the Santa Monica Copper Project properties which shall have a purchase price equal to the Class A Redemption Amount plus $100,000 delivered to the original Santa Monica Copper Project owners. The Royalty shall have standard terms and conditions for an NSR.

The final terms of the Royalty shall provide that once the holder of the Royalty has received total proceeds of $2,000,000, the Royalty shall be reduced to a half-percent (0.5%) NSR. The holder of the Royalty shall also have the right of first refusal to purchase any royalties sold by the Corporation, the Target, SMG and their associates and affiliates on the Santa Monica Copper Project or any other property owned by the Corporation, the Target, SMG or their associates and affiliates within 5 km of the Santa Monica Copper Project.

Other than fees, taxes or royalties payable to the Chilean Government, the Technical Report Author is not aware of any other royalties, agreements or encumbrances associated with the concessions that comprise the Santa Monica Copper Project.

Other Significant Factors and Risks

As of the effective date of the Technical Report, the Technical Report Author was not aware of any significant factors that may affect access, title, or the right or ability to perform the proposed work program on the concessions that comprise the Santa Monica Copper Project.

Property Access and Operating Season

For light-duty vehicles, the Santa Monica Copper Project area can be accessed from the port City of Tocopilla by driving on paved Route B-160 (limited access highway) in a southeast direction for about 38 kilometres. For heavy-duty vehicles and ore transportation, the Santa Monica Copper Project area can be accessed from Tocopilla by driving on paved Route B-24 (major highway) in an east-southeast direction for about 34 kilometres.

The relatively low elevation, 700 to 1200 m ASL in the south area of the Santa Monica Copper Project and about 400 to 1500 m ASL in the Delfina Group area, and favourable climate allows for exploration work (e.g., geological mapping, surface sampling, drilling and geophysical surveys) and mining activities to be conducted year-round.

Local Resources and Infrastructure

The largest population center closest to the Santa Monica Copper Project is the port City of Tocopilla (pop: 28,354 in 2023), about 12 km to the west of the Santa Monica Copper Project area. Tocopilla is an industrial center and can supply ample labor, equipment and support for mining and exploration activities.

There is no infrastructure located on the Santa Monica Copper Project and cellular telephone service is only sometimes available at the highest points of elevation. SMG has a field office and storage buildings, including a core storage area, at the Santa Monica Mine site.

The figure below illustrates the access and infrastructure at the Santa Monica Copper Project:

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Water Availability

Water is not available throughout the Santa Monica Copper Project area but low volumes of water can be sourced in the lower elevation valleys, including arranging water leases from private land owners who own the water rights. To date, SMG has relied on water tank trucks to bring water to the requisite site (mainly at the Santa Monica Mine) and store it in large temporary rubber bladders or in large plastic water tanks.

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History

There is very little recorded historical exploration work in the region of the Santa Monica Copper Project, however, there is plenty of evidence for numerous sites of artisanal mining on vein systems and mainly extracting high-grade copper oxide material. The only historical work known to the Technical Report Author is the work completed by SMG between 2019 and 2022.

Prior Ownerships and Ownership Changes

Of the five properties that comprise the Santa Monica Copper Project, the history of the Santa Monica 1/8 concession which holds the Santa Monica Mine, is most important and is reviewed in detail below.

Santa Monica Mine

The following summary relates to the history of the Santa Monica 1/8 Concession, originally referred to as the Santa Monica 1/10:

June 13, 1990: "Santa Monica 1 al 10" mining concession (manifestación), covering 100 hectares (10 areas), was submitted to SERNAGEOMIN for registration by Margarita Inés Casanova.
February 12, 1991: SERNAGEOMIN approved the application for survey (mensura) of the Santa Monica Concession but with a reduction to 75 ha (8 areas). The reduction was due to the overlap with Lorena and Suerte 8B mining licenses which were previously granted.
July 25, 1992: granting of the "Santa Monica 1 al 8" mining concession.
July 25, 2018: SERNAGEOMIN approves the Santa Monica 1 al 8 Exploitation Method by miner Downing & Downing Servicios Mineros Limitada.
July 23, 2018: SERNAGEOMIN approves the Santa Monica 1 al 8 Closure Plan.
October 9, 2018: SERNAGEOMIN approves the transfer of ownership of the Exploitation Method and Closure Plan of the Santa Monica 1 al 8 mining project, in favour of Minería y Servicios Francisco Muñoz Downing EIRL.
November 29, 2018: SERNAGEOMIN approves the transfer of ownership of the Exploitation Method and the Closure Plan for the Santa Monica 1 al 8-mining project, in favour of M&D Inversiones SpA.
May 2, 2019: creation of the partnership "Operadora Santa Mónica SpA", a wholly-owned subsidiary of SMG.
June 3, 2019: record of the mining legal partnership "Mónica Primera de Tocopilla".
June 20, 2019: leasing agreement on the Santa Monica 1 al 8 mining areas, with "Mónica Primera de Tocopilla" as leasor and Operadora Santa Mónica SpA as lessee.
July 9, 2019: SERNAGEOMIN approves the transfer of ownership of the Exploitation Method and the Closure Plan for the Santa Monica 1 al 8-mine project, in favour of Operadora Santa Mónica SpA.
August 7, 2019: Operadora Santa Mónica SpA starts the exploration and exploitation operations in the Santa Mónica Mine.
On May 23, 2019, Margarita Ines Casanova Campaña sold 67% of the Santa Monica 1/10 concession to SMG for CLP$830.000.000. An amendment made on April 13, 2020, allowed for SMG to acquire the remaining 33% of Santa Monica 1/10 (Santa Monica 1/8) for CLP$115.000.000.

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May 22, 2020, Maryell Anila Downing Casanova sold 100% of the Katherine 1/28 concession to SMG for CLP$80.000.000.

The Santa Monica 1/8 Concession is now held 100% by SMG and is not subject to any royalty, underlying agreement or encumbrances.

Tamaya Group

The nine exploitation Concessions (810 ha) that comprise the Tamaya Group were purchased by SMG. Other than the Katherine 1/28 Concession (as described below), no other details of this purchase are known to the Technical Report Author. The Concessions comprising the Tamaya Group are held 100% by SMG and are not subject to any royalty, underlying agreement or encumbrances.

On May 22, 2020, Maryell Anila Downing Casanova sold 100% of the Katherine 1/28 Concession (56 ha), being the Katherine Mine, to SMG for CLP$80.000.000, subject to several staged payments which were made by SMG. The Katherine Mine is located within this Concession. This Concession is held 100% by SMG and is not subject to any royalty, underlying agreement or encumbrances.

Condor 1/4

The Condor 1/4 Concession (20 ha) was purchased by SMG. No details of this purchase are known to the Technical Report Author. This Concession is held 100% by SMG and is not subject to any royalty, underlying agreement or encumbrances.

Milagros Group

The six exploration Concessions (1,100 ha) that comprise the Milagros Group were staked by SMG. These Concessions are held 100% by SMG and are not subject to any royalty, underlying agreement or encumbrances.

Delfina Group

Of the eight Concessions (1,459 ha) that comprise the Delfina Group, five were staked by SMG, while two of these Concessions were purchased by SMG. No details of this purchase are known to the Technical Report Author. These eight Concessions are held 100% by SMG and are not subject to any royalty, underlying agreement or encumbrances.

Exploration History

Known historical exploration within the Santa Monica Copper Project is limited to the work completed by SMG. Initial work by SMG began in August 2019 with the examination of surface historical workings on the Santa Monica Copper Project (e.g., the Katherine Mine and the Condor Mine) and underground exploration at the developed Santa Monica Mine.

From 2019 to 2021, SMG completed underground exploration drives at the Santa Monica Mine which included mapping and sampling of this underground development. In 2021, SMG completed underground rock sampling and rock chip channel sampling in the Santa Monica Mine and two diamond drilling campaigns (surface and underground) within the Santa Monica 1/8 Concession.

Exploration Drives – Santa Monica Mine (2019-2020)

The first underground exploration drives included the exploration of the already accessible drives into the much older "Mina Vieja" sector (currently closed) for the tentative mapping and sampling of the mostly copper oxide mineralization located in the "up-dip" portion of the Manto Monica Vein. The Mina Vieja sector extends eastward into the neighbouring historical Santa Corina Mine.

SMG drove advanced exploration and exploitation drives south of the Mina Vieja sector, following the Manto Monica

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Vein projection in this direction towards the zone named Mina Nueva. These drives allowed for the delineation of a significant mineralized lens at the Ratones-Oriana Zone. The figure below illustrates an isometric (3D) view (looking northeast) showing the Santa Monica Mine infrastructure and mineralized structures. Estructura Mohamed Vein (green) consists of Ramp Mohamed 1 (Level 1035) to Ramp Mohamed 4 (Level 1000). The Manto Monica Vein (grey and blue) extends downward toward the northwest:

With respect to the figure above, the main access and High Ramp are in dark grey (older ramp system) and Ramp 5000 is in yellow (new ramp); drives of the Ratones-Oriana Zone are shown in light grey and drives of the Mohamed 1, 2, and 3 are in red; auxiliary drives such as raises and draw points are shown in light-blue.

By the end of 2019 and into 2020, the exploration drives continued mainly south of the Ratones-Oriana Zone. The Oriana Ramp and the Mohamed Ramp drives were developed. These drives led to the discovery of another vein, mainly mineralized with copper sulphides and named the Estructura Mohamed Vein.

Exploration Drives - Santa Monica Mine (2020-2021)

Initiated by SMG in December 2020, this ENAMI-sponsored phase of underground exploration aimed to explore the western zone of the Mina Nueva sector (Advanced Exploration Zone) through draw points, ramps, and raises exploration that included the planned development of 724 metres of mining drives. In the first part of 2021, SMG

completed the development of $460\mathrm{m}$ of underground drives before suspending the program.

The figure below illustrates the areas of mineral exploration and mining development within the Santa Monica 1/8 Concession with the location of the mine's camp and access portal in the northeast corner of Area Mina Nueva:

The figure below illustrates the Santa Monica 1/8 Concession (red boundary) and the surface and underground infrastructure at the Santa Monica Mine. The Access Ramp and Ramp 5000 are in blue and the Mina Nueva, Los Ratones-Oriana and Mohamed zone developments are in green:

From the start in 2019 of the underground exploration drive activities, the advanced drives as well as the accessible drives of the old mine (Mina Vieja) were mapped and surveyed. The mapping was aimed at recording the mineral distribution in the mineralized Manto Monica Vein and the Estructura Mohamed Vein, the traces of the faults and the associated fracturing, as well as the lithology of the country rock and its alteration

Mapping grids were customized to the size of the drive to be mapped and to the level of detail to be recorded. Therefore, the mapping scale varied, although 1:100, 1:250 or 1:500 scale was the most used. The geological mapping

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was digitalized to represent geological properties in specific reports and to create a 3D model (Vulcan software) of the mine infrastructure and deposit.

Underground Rock Sampling (2021)

In 2021, SMG collected 19 rock and rock material samples from various locations in the Santa Monica Mine to be used for various reasons. Rock grab samples (chip samples) are selective by nature and reported values may not represent the true grade or style of mineralization being sampled. Total copper (% CuT) ranges from $0.22\%$ to $19.0\%$ CuT and averages $6.42\%$ CuT.

The following table provides a summary of rock chip and rock material samples from various underground locations at the Santa Monica Mine:

Sample	Copper Type	Sample Type	Minerals	Working/Level	% CuT	% CuIns	% CuSol	Description
LM-3009	Oxide	fine material (llampo)	Bro-Atac-Cs	Johana Advance				Stockpile accumulated for ENAMI
RM-2909	Oxide	coarse material >2" (colpa)	Bro-Cs-Cup?	Johana Advance				Red coarse material with veinlets, clusters, and disseminated Bro
CZ-2909	Oxide	coarse material >2" (colpa)	Cs	Johana Advance				Veinlets and disseminated, yellow ore
SG-0310	Sulphide	coarse material >2" (colpa)	Cs-Bo?	Johana Advance	19.00	15.08	3.92	Fine and disseminated sulphide veinlets, "marbling"
OE-0410	Oxide	stockpile (acopio)	Ox >Sulph	Johana Advance	7.90	3.98	3.92	Stockpile sent to ENAMI
SA-0410	Sulphide	stockpile (acopio)	Cs > Bo Cpy > Cv	Johana Advance	9.00	7.05	1.95	Stockpile at face
OE-1110	Oxide	stockpile (acopio)	Bro-Cs-Cup?	Johana Advance	4.50	1.28	3.22	Stockpile sent to ENAMI
LL-043	Oxide	fine material (llampo)	Bro-Cs-Cup?	Ratones	1.94	0.24	1.70	Stockpile accumulated for ENAMI
MCS-1	Sulphide	coarse material >2" (colpa)	Cs > Bo-Cpy > Cv	Ratones				Coarse material with veinlets, clusters, and disseminated Bro
MLLS-2	Sulphide	fine material (llampo)	Cs > Bo-Cpy > Cv	Ratones				Fine material to test for grade
SP-1	Sulphide	chip	Py-Cs	Oriana	0.24	0.17	0.07	Pyritic ore from Oriana
SP-2	Sulphide	chip	Cs>Cpy>Cv	Oriana	5.40	5.13	0.27	Primary sulphides from Oriana
SP-3	Sulphide	chip	Py-Cs	Oriana	0.22	0.19	0.03	Low-grade sulphide ore from Oriana
SD-2	Sulphide	chip	Cv-Cpy-Cs	Mohamed	2.73	2.20	0.53	Sulphide ore from Mohamed
VS-3	Sulphide	chip	Cv-Cpy-Cs	Mohamed	3.38	3.07	0.31	Sulphide ore from Mohamed
OR-3	Sulphide	chip	Cv-Cpy-Cs	Oriana	18.50	18.18	0.32	Selected from Oriana Front
LM-1	Sulphide	chip	Cv-Cpy-Cs	Mohamed	8.20	7.99	0.21	SE Front of Mohamed
Cancha 1	Sulphide	chip	Cv-Cpy-Cs	Mohamed	6.48	6.24	0.24	Mohamed ore without field sorting

Sample	Copper Type	Sample Type	Minerals	Working/Level	% CuT	% CuIns	% CuSol	Description
Cancha 2	Sulphide	chip	Cv-Cpy-Cs	Mohamed	2.44	1.96	0.48	Sulphide screening from Mohamed
				Average:	6.42	5.20	1.23

Underground Rock Chip Channel Sampling (2021)

In 2021, SMG completed underground rock chip channel sampling, collecting 56 continuous channel samples from various locations in the Santa Monica Mine. Total copper (\% CuT) ranges from $0.22\%$ to $19.0\%$ CuT and averages $4.32\%$ CuT.

The following table provides a summary of underground rock chip channel samples at the Santa Monica Mine:

Sample	Type	Length (cm)	Weight (kg)	*UTMX (mE)	*UTMY (mN)	Working /Level	% CuT	% CuIns	% CuSol	Description
MC-001	Oxide	180	15	MINA VIEJA	-	ORIANA	2.90	0.24	2.66	Manto Monica al Sur (Bro-cris)
MC-002	Oxide	152	12	MINA VIEJA	-	BY PASS	8.94	0.41	8.53	M. Mónica en bajada de Ratones
MC-003	Oxide	150	15	MINA VIEJA	-	RATONES	3.95	0.73	3.22	M. Mónica Frente Norte Oxido
MC-004	Sulph	100	12	MINA VIEJA	-	RATONES	6.28	5.26	1.02	Núcleo de Cs-Cv(?) en Manto Mónica
MC-005	Oxide	70	10	MINA VIEJA	-	RATONES	1.12	0.19	0.93	SN Ratones Inferior Oxido
MC-006	Oxide	60	8	MINA VIEJA	-	BY PASS	5.56	0.40	5.16	Av. Norte Oxido Ratones (Bro-cris)
M-04	Sulph	80	4	380085	7546220	ORIANA	16.02	14.25	1.77	Bro-cs-(bor-alm)
M-05	Sulph	250	5	380087	7546184	MOHAMED 1040	8.44	8.34	0.10	Cpy-Cv-Cs-(bor-alm)
M-06	Sulph	230	6	380089	7546186	MOHAMED 1040	6.44	6.28	0.16	Mohamed
M-07	Sulph	180	4	380079	7546193	MOHAMED 1040	9.96	9.90	0.06	Mohamed
M-08	Sulph	160	5	380066	7546209	MOHAMED 1040	4.40	4.17	0.23	Mohamed
M-09	Sulph	60	4	380062	7546212	MOHAMED 1040	1.32	1.19	0.13	Mohamed
M-10	Sulph	240	6	380063	7546215	MOHAMED 1040	2.92	2.84	0.08	Mohamed
M-11	Sulph	260	8	380056	7546216	MOHAMED 1040	3.74	3.67	0.07	Mohamed
M-61	Sulph	200	6	380084	7546188	MOHAMED 1040	8.60	8.40	0.20	Mohamed
M-71	Sulph	180	4	380073	7546205	MOHAMED 1040	8.80	8.64	0.16	Mohamed
MRR-01	Sulph	180	5	380058	7546189	MOHAMED 1	2.57	1.93	0.64	Mohamed
MRR-02	Sulph	210	6	380073	7546182	MOHAMED 1	7.04	6.88	0.16	Mohamed
MRR-03	Sulph	110	4	380086	7546164	MOHAMED 1	2.87	2.46	0.41	Mohamed
MRR-04	Sulph	160	5	380077	7546155	MOHAMED 2	1.74	1.61	0.13	Mohamed
MRR-05	Sulph	110	5	380076	7546164	MOHAMED 2	2.67	1.80	0.87	Mohamed
MRR-06	Sulph	220	7	380066	7546183	MOHAMED 2	11.23	11.08	0.15	Mohamed
MRR-07	Sulph	130	6	380054	7546184	MOHAMED 2	3.11	3.03	0.08	Mohamed
MRR-08	Sulph	80	4	380036	7546194	MOHAMED 2	0.39	0.25	0.14	Ramal de techo

Sample	Type	Length (cm)	Weight (kg)	*UTMX (mE)	*UTMY (mN)	Working /Level	% CuT	% CuIn s	% CuSol	Description
MRR-09	Sulph	110	5	380025	7546204	MOHAMED 2	0.12	0.07	0.05	Ramal de techo
RM34-01	Oxide	210	7	380063	7546139	MOHAMED 3	0.35	0.04	0.31	Frente rampa trazas óxido (N/A)
RM34-02	Sulph	50	6	380069	7546138	MOHAMED 3	8.76	8.53	0.23	Aplítico
RM34-03	Sulph	80	4	380072	7546137	MOHAMED 3	3.60	3.51	0.09	Aplítico
RM34-04	Sulph	100	5	380072	7546137	MOHAMED 3	0.93	0.67	0.26	Aplítico
RM34-05	Sulph	210	7	380068	7546143	MOHAMED 3	2.03	1.96	0.07	Aplítico
RM34-06	Sulph	205	6	380071	7546147	MOHAMED 3	1.59	1.51	0.08	Mohamed
RM34-07	Sulph	220	6	380066	7546151	MOHAMED 3	1.02	0.96	0.06	Mohamed
RM34-08	Oxide	180	7	380074	7546144	MOHAMED 3	0.49	0.11	0.38	Aplítico
RM34-09	Sulph	210	6	380071	7546152	MOHAMED 3	5.56	5.01	0.55	Aplítico
RM34-10	Oxide	220	6	380069	7546160	MOHAMED 3	0.70	0.02	0.68	Aplítico
M3-11	Sulph	150	5	380060	7546165	MOHAMED 3	5.52	5.35	0.17	Mohamed
M3-12	Sulph	160	6	380058	7546167	MOHAMED 3	3.89	3.73	0.16	Mohamed
M3-13	Sulph	180	8	380052	7546168	MOHAMED 3	8.32	8.07	0.25	Mohamed
M3-14	Sulph	140	6	380043	7546170	MOHAMED 3	3.38	3.15	0.23	Mohamed
M3-15	Sulph	40	5	380043	7546170	MOHAMED 3	4.40	4.33	0.07	Mohamed
M3-16	Sulph	150	7	380035	7546171	MOHAMED 3	3.67	3.49	0.18	Mohamed
M3-17	Sulph	160	6	380029	7546177	MOHAMED 3	4.47	4.16	0.31	Mohamed
M4-01	Sulph	200	7	-	-	-	1.09	1.00	0.09	Aplítico
M4-02	Sulph	420	10	-	-	-	6.03	5.84	0.19	Veta RON-Mohamed
M4-03	Sulph	170	8	-	-	-	3.32	3.12	0.20	Aplítico
M4-04 (3B)	Sulph	220	10	-	-	-	1.96	1.90	0.06	Gringa
M4-05	Sulph	160	8	-	-	-	3.43	3.24	0.19	Mohamed
M4-06	Sulph	300	10	-	-	-	6.37	6.13	0.24	Gringa
M4-07	Sulph	160	6	-	-	-	1.20	1.13	0.07	Yacente
M4-08	Sulph	150	10	-	-	-	6.15	5.96	0.19	Mohamed
M4-09	Sulph	135	7	-	-	-	4.21	4.13	0.08	Yacente
M4-10	Sulph	140	7	-	-	-	0.97	0.50	0.47	Mohamed-Aplítico
M4-11	Sulph	600	10	-	-	-	3.96	3.75	0.21	Gringa
M4-12	Sulph	200	6	-	-	-	2.84	2.66	0.18	Gringa
M4-13	Sulph	600	10	-	-	-	4.82	4.52	0.30	Gringa
M4-14	Sulph	200	8	-	-	-	6.05	5.81	0.24	Gringa

Historical Mineral Resource Estimates

Overview

The historical mineral resource estimates presented in this section were calculated by SMG's technical and mining team and as such are not considered independent. Specifically, the historical mineral resource estimates were prepared by Hector Herrera C., Project Geologist with OSM and Geology Manager with SMG (more than 33 years experience) ("Herrera") and are presented in a report titled, "Informe 2021, Geología Proyecto Santa Mónica, Clúster Tres

Puntas, Actualización Geológica Anual 2021", dated March 1, 2021 which was reviewed by the Technical Report Author.

The Technical Report Author and the Target consider these historical mineral resources as relevant because they serve as a basis for future exploration programs, offering a framework developed by technical persons familiar with the Santa Monica Copper Project and provide the Technical Report Author and the Target with a better understanding of the Santa Monica Copper Project's potential despite not meeting current NI 43-101 requirements. Moreover these historical estimates will help guide the Target in the development of new drilling programs and assist in the overall targeting and advancement of the Santa Monica Copper Project.

To the extent known, the key assumptions, parameters, and methods used to prepare the historical estimate are provided below. The resource estimate used categories other than those set out by Canadian Institute of Mining, Metallurgy and Petroleum, as the CIM Definition Standards on Mineral Resources and Mineral Reserves adopted by CIM Council (CIM, 2014). The approach used by Herrera (2021) is described below.

The historical mineral resources prepared by Herrera (2021) did not follow CIM Definition Standards for Mineral Resources & Mineral Reserves (CIM, 2014) or CIM Estimation of Mineral Resources & Mineral Reserves best Practice Guidelines (CIM, 2019). Herrera followed those of Popoff (1966), "Computing Reserves of Mineral Deposit: Principals and Conventional Methods", which follows a geometric approach to the calculation of resources and reserves and provides guidance for categorization of resources.

The estimation of the resources follows classic volumetric methods, with allocations of categories and grades, according to geological confidence and grade inference principles. These principles are used to subdivide the known and projected mineralized veins into blocks or zones which are first individually assessed and then jointly assessed to arrive at total resources for the deposit.

There are no more recent estimates or data available to the Target. Drilling and sampling and underground sampling will need to be completed in order to verify the historical mineral resource estimate as current.

These resource estimates are historical in nature and a Qualified Person has not done sufficient work to classify the historical mineral resource estimates as current mineral resources and the Technical Report Author and the Target are not treating the historical resource estimates as current mineral resources. They are presented for informational purposes only and as such they should not be relied upon.

Resource Estimation Area

According to the mining exploration and development plan of SMG, the Santa Monica 1/8 Concession has been divided into two zones: (1) the Advanced Exploration Zone, including the Mina Nueva area and the Santa Monica Mine, and (2) the Basic Exploration Zone, which includes the Llano Norte and Llano Sur areas.

Based on the observations made at the Santa Monica Mine and the immediately surrounding mines, as well as the results of the 2019-2020 exploration drill holes, Herrera estimated the continuity of the Manto Monica Vein, the Estructura Mohamed Vein, and the Tres Puntas Vein in these two zones.

The resource estimation of Herrera applies to copper mineralization within the Mina Nueva Area and specifically within the region immediate to the Santa Monica Mine.

The following figure illustrates the geological and mining development areas within the Santa Monica 1/8 Concession:

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Geological Model

The figure below illustrates an isometric view of the infrastructure at the Santa Monica Mine and the distribution of the veins identified for the resources estimation within the northeastern area of the Mina Nueva area. Shown are the Manto Monica Vein, within mine (blue) and its modelled extension (grey) and the Estructura Mohamed Vein and its modelled extension (green and fuchsia):

Vein Geometry and Mineralization – Manto Monica Vein

The low-angle Manto Monica Vein has a general north-south direction and features a $30^{\circ} - 35^{\circ}$ dip to the west. It has a tabular shape and variable widths that average about 1.25 metres. It is dominated by copper oxide mineralization that includes brochantite, atacamite, chrysocolla, and cuprite, with lesser copper sulphide mineralization of chalcocite, bornite, and chalcopyrite. Underground exploration shows that the Manto Monica Vein extends $150\mathrm{m}$ north-south and $100\mathrm{m}$ east-west with lateral continuity toward the north and the Lorena Mine (about $100\mathrm{m}$) and lateral continuity toward the east and the Santa Corina Mine (at least $200\mathrm{m}$).

Based on past production and underground sampling, the copper grade of the Manto Monica Vein was estimated to average $5.12\%$ CuT or $4.12\%$ CuSol (weighted by thickness of vein in the sampled section) but grades overall range from $2.0\%$ to $8.0\%$ CuSol.

In terms of geological continuity, the Manto Monica Vein was explored outside of the Santa Monica 1/8 Concession over a length of at least $750\mathrm{m}$ along its extension and $500\mathrm{m}$ across its dip, from the El Membrillo Mine in the east, passing westward through the Santa Corina Mine (immediately east of the Santa Monica Mine) and in the Lorena Mine (immediately north of the Santa Monica Mine). The Manto Monica Vein/structure has been exploited for decades for its high-grade copper oxide mineralization.

In addition, drill hole SDSM-01 from the 2019-2020 SMG drilling intersected $0.75\mathrm{m}$ grading $4.20\%$ CuT or $0.86\%$ CuIns, interpreted to be the down-dip extension of the Manto Monica Vein. Taking this demonstrated continuity into consideration, it can be confidently inferred that the Manto Monica Vein within the Santa Monica 1/8 Concession should extend to the southwest, west and northwest, beyond the current Santa Monica Mine area.

Vein Geometry and Mineralization – Estructura Mohamed Vein

The general direction of this high-angle vein is northwest and features a $40^{\circ} - 50^{\circ}$ dip to the southwest. It has a tabular shape and variable widths that average about $1.5\mathrm{m}$. It is dominated by copper sulphide mineralization that includes chalcopyrite, covellite, chalcocite, and bornite, with lesser copper oxide mineralization that includes brochantite, chrysocolla, and atacamite. Grades average between $2.5\%$ and $18\%$ CuT. Underground exploration shows that the Estructura Mohamed Vein' has lateral continuity from $70\mathrm{m}$ to 90 metres.

For the purposes of the resource estimation, the Estructura Mohamed Vein' was described as being about $320\mathrm{m}$ across the vein's direction and $225\mathrm{m}$ along the vein's dip with an average thickness of $2.0\mathrm{m}$ and average density of 3.0 $\mathrm{g/cm^3}$. Based on past production and underground sampling, the copper grade of the Estructura Mohamed Vein was estimated to average $6.21\%$ CuT or $5.98\%$ CuIns (weighted by thickness of vein in the sampled section).

Estimation Methodology

The following principles were applied in the resource estimation process (Popoff, 1966):

Principle of gradual changes (linear function) between two sample points: assumes that the values of a variable (thickness, grade, etc.) gradually and continually vary along the straight line that connects two adjacent sample points.
Principle of closer adjacent veins or influencing zones: assumes that the value of the variable of interest at a spot that has not been sampled is equal to the variable at the closest spot.
Principle of generalization (analogy) or geological inference: allows for the extrapolation of the explored values at the sample spots to remote spots or zones based on geological exploration or by analogy with similar

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deposits.

Resource Categorization and Grade Allocation

The historical mineral resources prepared by Herrera did not follow CIM Definition Standards for Mineral Resources & Mineral Reserves (CIM, 2014) or CIM Estimation of Mineral Resources & Mineral Reserves best Practice Guidelines (CIM, 2019). Herrera followed those of Popoff (1966), "Computing Reserves of Mineral Deposit: Principals and Conventional Methods", which follows a geometric approach to the calculation of resources and reserves and provides guidance for categorization of resources.

Estructura Mohamed Vein

The following table outlines the resource classification and grade allocation criteria used for copper sulphides in the Herrera historical resource estimation for the Estructura Mohamed Vein:

Category	Code	Description	Cu Grade
Measured	RM-01	line of sight mineralized material; measured within 80 m along strike and 50 m along dip	sample assay grades
Indicated	RIND-01	mineralized material 35 m vertically beyond the measured category and 160 m along strike	85% of that for the Measured resources
Inferred	RINF-01	mineralization beyond Indicated resources of 65 m down dip and 320 m along strike	85% of that for the Measured resources

The following figure illustrates the distribution of the resource categorized blocks used for the Estructura Mohamed Vein according to the lengths and direction and dip of the mineralized vein:

The following table outlines the historical mineral resource statement for copper sulphides in the Estructura Mohamed Vein:

Resource Category	Block	Tonnes	% CuT	%CuIns
Measured	RM-01	12,931	6.21	5.98
Indicated	RIND-01	31,830	5.28	5.08
Inferred	RINF-01	111,432	5.28	5.08

Manto Monica Vein

The following table outlines the resource classification and grade allocation criteria used for copper oxide in the Herrera historical resource estimation for the Manto Monica Vein:

Category	Code	Description	Cu Grade
Measured	RM-01	not considered	-
Indicated	RIND-01	mineralized material in line of site from the Oriana-Ratones mining front extending a distance of 50 m toward the west or as far as the oxide converts to sulphide, and a distance of 160 m along strike (NNW)	average of channel samples from Oriana and Ratones drives

Category	Code	Description	Cu Grade
Inferred	RINF-01	the projection of mineralization beyond the indicated material towards the south a distance of 120 m down dip and 320 m along strike. Also considering a rectangular zone of 200 m x 200 m centered on the intercept of drill hole SDSM-02	85% of that for the Indicated resources

The following table outlines the resource classification and grade allocation criteria used for copper sulphide in the Herrera historical resource estimation for the Manto Monica Vein:

Category	Code	Description	Cu Grade
Measured	RM-01	not considered	-
Indicated	RIND-01	mineralized sulphide material around the intercept of the drill hole SDSM-01 up to a radius of the 25 m, and extending towards the east up to the limit of the indicated oxide resource or up extending	4.20% CuT as intercepted in drill hole SDSM-01
Inferred	RINF-01	Mineralization that extends beyond the indicated sulphide resource, around the intercept of drill hole RIND-01 up to the limit of the oxide resource	4.20% CuT - same grade as the Indicated
	RINF-02	the extension of mineralization to the south of RINF-01 up to a distance of 320 m along strike and towards the east up to the limit of the oxide inferred resource

The following figure illustrates the distribution of the resource categorized blocks used for the Manto Monica Vein according to the lengths and direction and dip of the mineralized vein:

The following table outlines the historical mineral resource statement for copper oxides in the Manto Monica Vein:

Resource Category	Block	Tonnes	% CuT	%CuSol
Measured	not considered
Indicated	RIND-01	34,567	5.12	4.12
Inferred	RINF-01	124,284	4.35	3.50
Inferred	RINF-02	135,000	4.35	3.50

The following table outlines the historical mineral resource statement for copper sulphides in the Manto Monica Vein:

Resource Category	Block	Tonnes	% CuT	%CuIns
Measured	not considered
Indicated	RIND-01	12,573	4.20	3.34
Inferred	RINF-01	45,021	4.20	3.34
Inferred	RINF-02	145,023	4.20	3.34

Historical Mineral Resources Summary

The table below provides a summary of the historical mineral resources for the Estructura Mohamed Vein and the Manto Monica Vein at the Santa Monica Mine:

Resource Category	Copper Oxide			Copper Sulphide
	Tonnes	% CuT	% CuSol	Tonnes	% CuT	% CuIns
Measured (MEA)	0	0.00	0.00	12,931	6.21	5.98
Indicated (IND)	34,567	5.12	4.12	44,403	4.97	4.59
Inferred (INF)	259,284	4.35	3.50	301,476	4.60	3.98
MEA + IND	34,567	5.12	4.12	57,334	5.25	4.90
INF	259,284	4.35	3.50	301,476	4.60	3.98

Historical Exploration Targets

In addition to calculating historical mineral resources, Herrera also presented several hypothetical exploration targets within the Santa Monica 1/8 Concession.

The historical exploration targets presented in this section were calculated by SMG's technical and mining team and as such are not considered independent. These exploration targets are not in a format that is in accordance with NI 43-101, however, it is the professional opinion of the Technical Report Author that the exploration targets reflect reasonable expectations given the appropriate level of future exploration work, including drilling, required to test the exploration targets.

The historical exploration targets were prepared by Herrera and are presented in a report titled, "Informe 2021, Geología Proyecto Santa Mónica, Clúster Tres Puntas, Actualización Geológica Anual 2021", dated March 1, 2021 which was reviewed by the Technical Report Author.

The historical SMG exploration targets and a summary of total oxide and sulphide exploration targets within the three veins in the Llano Norte and Llano Sur areas are presents in the table below:

Structure/ Vein	Oxides			Sulphides
	Tonnes	% CuT	% CuIns	Tonnes	% CuT	% CuIns
Manto Monica	1,749,938	4.35	3.50
Estructura Mohamed II				607,500	5.28	5.08
Estructura Tres Puntas	394,875	2.18	1.75	438,750	2.64	2.54
Total:	2,144,813	3.95	3.18	1,046,250	4.17	4.01

The exploration targets occur within the areas (or blocks) of Llano Norte and Llano Sur, where the continuity of the mineralized veins within the Advanced Exploration Zone (Mina Nueva Area), the Lorena mine, the Central Mine, and the Descubridora de Tres Puntas Mine were estimated by SMG. Experience by the SMG team and past exploration drilling suggests that the Manto Monica Vein and the Estructura Mohamed Vein, as well as the Tres Puntas Vein, continue into the Basic Exploration Zone.

Historical Production

SMG provided the Technical Report Author production numbers from the Santa Monica Mine dating from December 2016 to November 2021 for copper oxide, sold to the ENAMI Barriles Oxide Plant, about 12 km east of the Santa Monica Mine, and from May 2020 to October 2021 for copper sulphide, sold to the ENAMI Jose Antonio Moreno Sulphide Plant in Taltal, about 420 km south of Tocopilla.

A total 10,346 tonnes of copper oxide ore was shipped to ENAMI Barriles Oxide Plant at a weighted average grade of 3.67% CuT and a total of 11,085.58 tonnes of copper sulphide ore was shipped to ENAMI Jose Antonio Moreno Sulphide Plant in Taltal at a weighted average grade of 3.24% CuT.

Geological Setting and Mineralization

The Santa Monica Copper Project is located within the Early Cretaceous to Late Jurassic rocks of the CIB, between ~21° and 30° Latitude South, in the Coastal Cordillera. The CIB, also referred to as the Chilean IOCG Belt, extends as a north-south geologic/metallogenic belt along the western part of the Chilean regions of Coquimbo and Atacama, following much of the Atacama Fault System or fault zone, is about 600 km long, and averages 25 km in width.

The CIB forms part of a volcano-plutonic arc of Late Jurassic through Early Cretaceous age that is closely associated with Mesozoic batholiths and major arc-parallel fault systems. Oyarzun et al. (2012), proposed that a large Mid-Cretaceous meteorite impact in the mid-Pacific Ocean triggered a cascade of tectonic (plate reorganization, increased plate stress, fault zone formation) and magmatic events (mantle plume emplacement, massive volcanism) resulting in the emplacement of the CIB and its associated IOCG-, Manto-, and IOA-type copper mineralization.

Regional Geology

In the Tres Puntas Mining District, Jurassic age volcanic rocks (La Negra Formation) are intruded by granitoids of intermediate composition from the period between the Early Cretaceous and the Late Cretaceous. Plutonic activity intruded intrusive bodies, from gabbro to granodiorite, as well as batholiths and stocks, with higher development and externalization by the end of the Jurassic period and the beginning of the Cretaceous period (160-120 Ma). Within the Santa Monica Copper Project area the intrusive rocks are mainly diorite, quartz diorite, monzodiorite and granodiorite.

Early Jurassic volcanic activity, recognized as a magmatic arc, generated an extensive volcanic pile of andesitic and basaltic lavas and andesitic and dacitic tuffs, with a total estimated thickness of seven to 10 kilometres, referred to as the La Negra Formation. In detail, the La Negra Formation comprises mainly thin flows of calc-alkaline basalts, basaltic andesites and high-potassium basaltic andesites, as well as some volcaniclastic intercalations.

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Important copper deposits occur throughout the CIB, with many hosted by the La Negra Formation magmatic arc, and the most significant deposits hosted by calc-alkaline and high-potassium basalts, basaltic andesites and andesites. The copper grade, typically 1.5% Cu to 3.0% Cu, makes these deposits desirable economic targets; subordinate silver grades, in the range of 10 g/t Ag to 20 g/t Ag, are also common.

Property Geology

The geological units that underly the Santa Monica Copper Project are summarized in the table below:

Property	*Lithology
Delfina Group	PIHa, PIHc, Mmta, Jpa, Jsb, Jsbv
Milagros Group	PIHa, Mmta, Jsb, Jsbv
Tamaya Group	PIHa, Jsb, Jsbv, Jln
Condor Mine	Jln
Santa Monica Mine	MPa, Jln, Jstp, Jsb

The lithostratigraphy for the Santa Monica Copper Project area is presented in the table below:

Lithostratigraphy
Surficial	Extrusive	Intrusive	Description	Period	Epoch
PIHc			colluvial sediments of the coastal cliff	Quaternary	Pleistocene-Holocene
PIHa			alluvial sediments	Quaternary	Pleistocene-Holocene
MPa			alluvial sediments (gravels, sands)	Neogene	Pliocene-Miocene
Mmta			Quebrada Tres Amigos (polymictic gravels)	Neogene	Miocene
		Jsbv	Buena Vista Monzodiorite	Jurassic	Upper
		Jstp	Tres Puntas Quartz Diorite	Jurassic	Upper
Jln	Jln		La Negra Formation	Jurassic	Middle
		Jsb	Barriles Diorite-Monzodiorite	Jurassic	Middle
		Jpa	Punta Ana Granodiorite	Jurassic	Middle

There are three main groups of structures within the Santa Monica Copper Project which may or may not be mineralized but which all play a role in the regional copper mineralization:

NE-ENE System: main group of veins, apparently the one with the higher development. It is characterized by flat to slightly curved faults with 40°-55° direction and dips higher than 65°, preferable to the southeast. These faults comprise an area of more than 5 km. The faults are 1.0 m to 5.0 m thick and consist of gouge of tectonic breccia with angular fragments. The proximal country rocks contain clay margins. The related fracturing zones may comprise tens of metres. Dextral displacements are shown in a localized way, which control the intrusion of copper veins (Tres Puntas, Katherine, and Malacoff veins).
NW-WNW System: group of faults with significant development showing 40°-70° direction to the west and dips from 65° to vertical position, preferably to the south. The areas of these veins comprise more than ten km, with metric thickness consisting of intense fracturing zones, reddish to gray clay margins, and partially fault breccia within the vein and/or their country rocks. This kind of faults cut and move NE and NS faults with dextral displacements, and they control the intrusion of veins such as at the Cóndor Mine (Chipriota vein).
NS-NNE System: consists of faults with moderate development of their areas, 350°-30° direction, and with subvertical dips to the west or to the east. The areas have less than five km and metric thickness with related

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fracturing zones, fault breccia segments and red clay margins or selvedges.

These structures/veins are the prevailing geological element in the dissemination and control of the mineralization, since the explored mineralization shows genetic elements related to moving fluids and intrusions in prevailing fault systems, causing veinlets, veins, breccia and disseminated bodies with copper mineralization.

Mineralization

The bulk of recognized mineralization on the Santa Monica Copper Project is currently found within the Santa Monica Mine (Monica Concession), Condor Mine (Condor Concession), and Katherine Mine (Tamaya Group) with numerous other copper oxide occurrences and historical mines in the area.

The figure below represents a Google Earth imagery showing the main structural trends and veins (green lines) in the Santa Monica Copper Project area as interpreted from satellite imagery, ground topographic features, current and historical mines and copper occurrences:

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Santa Monica Mine Mineralization

There are two main mineralized veins (structures) being explored and exploited in the Santa Monica Mine – the Manto Monica Vein and the Estructura Mohamed Vein. Both the Manto Monica Vein and the Estructura Mohamed Vein are in contact with country rock that is predominantly dioritic intrusive, with some dikes and interfingering with aplite and monzodiorite intrusives.

Manto Monica Vein

The Manto Monica Vein is interpreted as a low-angle, vein-filled fault with a general north-south orientation and a variable $25 - 35^{\circ}$ dip to the west. The Manto Monica Vein features a tabular geometry and variable thickness from several centimeters to mainly between 0.5 and 4.0 metres. The shallow angle of the vein results in mineralization extending laterally for 10s of metres (50 to $100\mathrm{m}$ in some cases) where it is seen replacing country rock.

The Manto Monica Vein contains mainly copper oxide mineralization, such as brochantite, atacamite, chrysocolla, and cuprite, with lower proportions of copper sulphides that include chalcocite, bornite, and chalcopyrite. Mineralization occurs as semi-massive to locally massive accumulations, disseminations, veinlets, and breccias, the latter, a testament to the dynamic system.

Estructura Mohamed Vein

The Estructura Mohamed Vein is interpreted as a vein-filled-fault with a general northwest orientation and a $40^{\circ} - 50^{\circ}$ dip to the southwest. The Estructura Mohamed Vein features a tabular geometry and variable thickness from several centimeters to mainly between 1.5 and 4.0 metres.

The Estructura Mohamed Vein contains mainly copper sulphide mineralization - chalcopyrite, covellite, chalcocite, and bornite - with subordinate quantities of copper oxides that include brochantite, chrysocolla, and atacamite. Sulphide copper contents range from $2.0\%$ to $20\%$ total sulphide and occur a disseminations and blebs with occasional semi-massive veins and veinlets.

Condor Mine Mineralization

The Condor Vein, located within the Condor 1/4 Concession, is a structure with a general orientation of about $140^{\circ}$ with a variability between $60^{\circ}$ and $70^{\circ}$ to the south, a strike of about $500\mathrm{m}$, an estimated depth of $300\mathrm{m}$, and an average width of $2.0\mathrm{m}$. This tabular vein contains non-continuous mineralization, mainly as lenses, with copper oxides of atacamite, chrysocolla, almagrado (sulphide oxidation rich in Cu-Fe), black oxides (i.e., tenorite), cuprite and traces of chalcocite. Estimated visible copper grades are in the range of $1.5\%$ to $2.5\%$ CuT.

Katherine Mine Mineralization

The Katherine Vein, located within the Katherin 1/28 Concession, is a structure with a general orientation of about $50^{\circ}$ east, a vertical to $85^{\circ}$ northwest dip, and a strike length of about $800\mathrm{m}$ (within the limits of the concessions), estimated depth of $300\mathrm{m}$, and an average width of $2.0\mathrm{m}$. This tabular vein is dominated by copper oxide mineralization that includes atacamite, chrysocolla, almagrado (sulphide oxidation rich in Cu-Fe), black oxides (i.e., tenorite), and cuprite with lower contents of sulphides such as bornite, chalcopyrite and chalcocite. A visual average grade of around $2.5\%$ to $3.5\%$ CuT is estimated. Mineralization mainly forms lenses and pockets in brecciated areas, with variable widths from $0.5\mathrm{m}$ to $2.0$ or $3.0\mathrm{m}$, with runs of up to $20.0\mathrm{m}$ and heights between $10\mathrm{m}$ and $15\mathrm{m}$.

Delfina Group Mineralization

Within the most southern Concession (Delfina 1/126) of the Delfina Group, Medina et al. (2012) records a copper occurrence referred to as the Andrea Doria (378596 mE, 7560446 mN - PSAD56 Z19S). This occurrence is described as vein-hosted copper with an orientation of $\mathrm{N}70^{\circ}\mathrm{E}$/vertical, occurring within the Barriles Diorite-Monzodiorite (unit JsB).

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Deposit Types

There are four deposit types being explored for within the Santa Monica Copper Project: (1) Mesothermal (Epigenetic) Copper Veins ("MCV"); (2) Andean Iron Oxide Copper-Gold ("IOCG") vein systems; (3) Manto-style replacement deposits ("Manto"); and (4) Porphyry Copper Deposits ("PCD").

To date, there is evidence from historical exploration work and mining that in addition to mesothermal copper (+/- gold-silver) veins, the Santa Monica Copper Project hosts Manto-style copper mineralization and is likely host to "classic" IOCG-style copper mineralization, as evidenced from changes in mineralogy, chemistry (i.e., Fe-content) and alteration styles with depth and with differing host rock. IOCG-like veins hosted by intrusive rocks such as those at Santa Monica Mine are sometimes referred to as Pluton-hosted IOCG veins.

Mining at the Santa Monica Mine has targeted the mesothermal vein systems of the Manto Monica Vein (so named because of its low-angle and extensive lateral distribution) and the Estructura Mohamed Vein, the former being largely copper oxide while the latter mainly copper sulphide.

The other two past-producing mines, the Condor Mine and the Katherine Mine, comprise higher-grade copper oxide mineralization within significant regional structures, occupied by the mineralized veins. Lateral mineralization (replacement Manto-style) is evident in both mines, extending outward from the veins into the host rock.

Exploration

The Target has not conducted any exploration on the Santa Monica Copper Project. Exploration conducted by previous operators within the Santa Monica Copper Project is described in section titled "History - Exploration History" above.

Drilling

The Target has not conducted any drilling campaigns on the Santa Monica Copper Project.

The only drilling known to have been completed on the Santa Monica Copper Project is by SMG on the Santa Monica 1/8 Concession.

Historical Surface Drilling (2019-2020)

A surface diamond drilling program was completed between November 2019 and April 2020, comprising six holes (1,695.55 m) drilled with NQ (46.7 mm diameter) and HQ (63.5 mm diameter) tooling.

The following table outlines a summary of the surface 2019-2020 diamond drilling program Santa Monica Mine:

Drill Hole	*UTMX (mE)	*UTMY (mN)	UTMZ (m)	Collar Az	Collar Dip	Length (m)
SDSM-01	379981.317	7546367.699	1182.372	233	65	315.95
SDSM-02	379475.633	7546084.011	1166.320	90	60	420.80
SDSM-03	379353.637	7546251.901	1129.160	70	60	460.00
SDSM-04	379355.308	7546252.794	1127.574	80	70	30.00
SDSM-05	379981.057	7546367.588	1182.394	155	45	208.30
SDSM-06	379973.644	7546368.914	1182.733	162	45	260.50
					Total:	1,695.55

Drill holes SDSM-01, SDSM-02, SDSM-05 cut copper mineralization which was estimated to geometrically correlate to the Manto Monica Vein. Significant results from the drilling included:

SDSM-01: 0.65 m (268.25-290.0 m) of 4.2% TCu (3.34% Cu sulphide).

SDSM-02: $0.10\mathrm{m}$ (341.4-341.5 m) of $6.36\%$ TCu (5.54% Cu oxide) and $1.0\mathrm{m}$ (377.0-378.0 m) of $0.68\%$ TCu (0.65% Cu oxide).

Historical Underground Drilling (2022)

ENAMI supported work program involved the development of $460\mathrm{m}$ of underground drives at the Santa Monica Mine during the first part of 2021, followed by underground exploration drilling in 2022. OSM executed the 2022 diamond drilling program (10 holes in $740.15\mathrm{m}$ ), co-financed by ENAMI, from August 29, 2022 to November 7, 2022, with the objective of expanding resources at the Santa Monica Mine.

A summary of the drill holes is provided in the table below:

Drill Hole	UG Station	Start (dd-mm-yyyy)	End (dd-mm-yyyy)	*UTMX (mE)	*UTMY (mN)	*UTMZ (m)	Collar Az	Collar Dip	Length (m)
SIM-01	5	29-08-2022	06-09-2022	379981.784	7546132.881	984	145	-20	108.20
SIM-07	5	07-09-2022	14-09-2022	379981.423	7546132.756	984	150	5	100.50
SIM-02	5	15-09-2022	19-09-2022	379980.523	7546132.519	984	175	-20	91.80
SIM-05	5	23-09-2022	30-09-2022	379976.297	7546136.057	984	260	-40	84.50
SIM-04	5	04-10-2022	06-10-2022	379976.315	7546136.098	984	320	-25	58.45
SIM-03	5	08-10-2022	09-10-2022	379981.263	7546132.879	984	20	-30	33.95
SIM-08	5	11-10-2022	14-10-2022	379980.162	7546132.450	984	200	-50	83.00
SIM-09	5	14-10-2022	18-10-2022	379976.711	7546133.037	984	230	-45	83.00
SIM-10	5	19-10-2022	21-10-2022	379978.421	7546132.619	984	230	50	30.40
SIM-11	4	04-11-2022	07-11-2022	380075.129	7546125.097	1008	240	-5	66.35
								Total:	740.15

Although the drill core was logged in detail, no samples were collected with estimated assays made visually by a geologist experienced in this type of copper mineralization. All of the drill core from the 2022 program is stored at the Santa Monica Mine site and the Target is planning on sampling and assaying the core as part of its initial work on the Santa Monica Copper Project.

Sample Preparation, Analysis and Security

In 2021, 19 rock samples were submitted to SERQUIM Laboratory in Antofagasta for analysis. The sample preparation and analysis at the SERQUIM lab was performed according to a standard process set forth by ENAMI. Very limited information is known about this sampling program.

In 2021, 56 rock samples were submitted to SERQUIM Laboratory in Antofagasta for analysis. The sample preparation and analysis at the SERQUIM lab was performed according to a standard process set forth by ENAMI. Very little information is known about this sampling program.

For the 2019-2020, six-hole diamond drilling program, a total of 37 core samples were sent to ALS Patagonia laboratory in Antofagasta. The half of the remaining core not sent for assay remained on the Santa Monica Mine site, safeguarded in the original core boxes. The ALS Patagonia laboratory preparation rejects corresponding to the pulverizing of the samples were safeguarded in the administrative office in Tocopilla. The core samples were prepared following the ALS Patagonia laboratory's PRE-31 protocol, and pulverized to $85\%$ passing 75 microns. The AAS analytical technique was used to analyze the samples. To determine the amount of soluble Cu (Cu-AA05 protocol), sulphuric acid leaching was used, and to determine the total Cu (Cu-AA62 protocol) citric acid leaching was used. Finally, the samples were subjected to a multi-element analysis (ME-MS41) using an ICP finish. OSM relied on the internal QA/QC checks from the ALS Patagonia laboratory. ALS Patagonia laboratory reports duplicates for $10\%$ of the Cu samples, runs about 2 duplicates per each element of the ICP, and at least two standards per analyzed element. Due to the limited number of core samples submitted and to the few significant results, it was not possible for OSM to statistically analyze the results. However, OSM indicated that the difference between the measures of the duplicates for the total Cu and soluble Cu was less than $1\%$ .

For the 2022 10-hole underground diamond drilling program conducted by ENAMI, no core samples were collected and as such no samples were submitted for analyses. No other information is known about the 2022 ENAMI diamond drilling program.

Each of the Target, the Technical Report Author, SMG and OSM is independent of the laboratories used by SMG, including SERQUIM Laboratory (Antofagasta).

It is the professional opinion of the Technical Report Author that historical sample preparation, security and analytical procedures used by SMG are adequate for the purposes of the Technical Report. Furthermore, there are no factors that materially impact the reliability or accuracy of the dataset and information generated by SMG and provided to the Technical Report Author.

Data Verification

The Technical Report Author has reviewed historical and current data and information regarding past and current exploration work on the Santa Monica Copper Project, as provided by the Target and as available in the public domain.

It is the professional opinion of the Technical Report Author that, to the extent to which they are known, the procedures, policies and protocols for historical drilling, drill core sampling and assaying, underground sampling, and underground mining are sufficient and appropriate and that the assay procedures and assay results from the exploration and development work are consistent with good exploration and operational practices, such that the data and information is reliable for the purposes of the Technical Report.

The Technical Report Author conducted a site visit at the Santa Monica Copper Project on February 23, 2024 to observe general access and property conditions, to observe copper mineralization, historical workings, and to verify the exploration and mining potential of the Santa Monica Copper Project. During the site visit, rock hand specimens were collected by the Technical Report Author to validate the quantity and style of mineralization, however as no mineral resource estimate is required to be verified, only the existence and style of mineralization, none of the samples were sent for geochemical analysis. The Technical Report Author confirmed the presence of extensive surface copper oxide and copper sulphide mineralization at the exploration and historical mining sites visited. No work has been completed on the Santa Monica Copper Project since February 2024 and no work is currently being conducted on the Santa Monica Copper Project.

Recommendations

It is the professional opinion of the Technical Report Author that the geological setting and character of the copper mineralization delineated to date within the Santa Monica Copper Project is of sufficient merit to justify additional exploration and development expenditures.

A property-wide exploration work program, arising through the preparation of the Technical Report and in consultation with the Target and its representatives, is recommended with the exploration program consisting of surface geological mapping and sampling and geophysical surveys over the Santa Monica Copper Project. It is expected that this work program can be accomplished within approximately six months and considers a single stage aimed at delineating surface/subsurface targets for follow up exploration including drilling.

The total estimated cost of the recommended exploration work program is approximately C$305,000 (US$221,000) and a breakdown, excluding corporate costs, local taxes or required licences and fees, is provided in the table below:

Item	Description	Amount ($)
Data Review; Compilation; Targeting	Property-wide review of all data (public and private domains)	$10,000
Geological Mapping and Sampling	property-scale mapping (structural/alteration) and sampling	$60,000
Geophysical Survey (surface)	Induced Polarization/Resistivity	$75,000
3D Modelling and GIS Work	Leapfrog; GIS	$15,000

Item	Description	Amount ($)
Reporting	ongoing reporting; final reporting; interpretation	$10,000
G&A (approx. 20%)	for 12 months	$34,000
Contingency (approx. 10%)		$17,000
	Total (US$):	$221,000
	Total (C$):	$304,980

Details for the geophysical survey will be informed by the field program (mapping and sampling) and by the data and information compilation.

Business Objectives and Milestones

Upon completion of the Transaction, the Resulting Issuer will be a growth-oriented junior resource company, focused on the exploration for and development of copper in Chile.

With the funds available to it, in the forthcoming 12-month period following completion of the Transaction, it is expected that the Resulting Issuer will:

conduct exploration and development on the Santa Monica Copper Project as recommended in the Technical Report;
Re-commence production on the Santa Monica Copper Project utilizing the current small miner's permit; and
Execute exploration programs at the Condor Mine and the Katherine Mine within the property package.

Total Funds Available

Upon completion of the Transaction and Offering with the minimum financing, the Resulting Issuer will have $3,000,000 available (maximum financing - $6,000,000 available).

Principal Purposes

It is expected that the Resulting Issuer will use the available funds as described below. However, there may be circumstances where a reallocation of funds may be necessary. The actual amount that the Resulting Issuer spends in connection with each of the intended uses of available funds will depend on a number of factors, including those referred to under "Risk Factors" in this Circular. The following table sets out the intended use of available funds over the next 12-month period:

Item	Minimum Allocated	Maximum Allocated
Exploration and development activities at the Santa Monica Copper Project (including first option payments)	3,545,410	5,007,115
Professional fees (legal, accounting, tax)	113,140	113,140
General & administrative expenses(1)	279,848	279,848
Cash remaining (needed) for future property payments and other liabilities	(928,298)	599,897
Total	$3,000,000	$6,000,000

Notes:
(1) Includes management fees of approximately $160,000, and other general and administrative costs of $240,000.

The Resulting Issuer intends to close an Offering for a minimum amount of $3,000,000 and a maximum amount of $6,000,000. The Resulting Issuer will need to raise additional funds in future offerings in order to complete its

acquisition of the Santa Monica properties and discharge its liabilities. The above-noted principal purposes and allocation of funds represents the Resulting Issuer's intention with respect to the use of available funds based on current knowledge, planning and assumptions by management of the Company (excluding potential contingencies and any deficiencies). Notwithstanding the foregoing, there may be circumstances where a reallocation of funds may be necessary for the Resulting Issuer to achieve its objectives. The Resulting Issuer may also require additional funds in order to fulfill its expenditure requirements to meet existing and any new business objectives and expects to either issue additional securities or incur debt to do so. There can be no assurance that additional funding required by the Resulting Issuer will be available. It is anticipated that the available funds will be sufficient to satisfy the Resulting Issuer's objectives for the forthcoming 12-month period. See "Risk Factors".

Description of Share Capital

The authorized share capital of the Resulting Issuer following completion of the Transaction will continue to be the Company's authorized share capital as described in appendix C "Additional Information Concerning the Company" attached to this Circular.

The share capital of the Resulting Issuer will remain unchanged as a result of the completion of the Transaction, other than for the issue of the Common Shares contemplated by the Transaction and the Offering.

Dividends

The payment of dividends on the Resulting Issuer Shares following completion of the Transaction will be at the discretion of the Resulting Issuer Board. The Company has not declared any dividends on any of its securities during the current financial year, nor did it declare any dividends during the financial years ended December 31, 2024 and 2023 and it is not expected that the Resulting Issuer Board will declare dividends in the foreseeable future after the completion of the Transaction, as it is anticipated that it will retain any future earnings for use in the development of the Resulting Issuer's business and for general corporate purposes.

Pro-forma Consolidated Capitalization

The existing Target Shareholders and shareholders of the Company are expected to own approximately 31,934,121 Resulting Issuer Shares representing 63% of the outstanding Resulting Issuer Shares and 18,799,486 Resulting Issuer Shares representing 37% of the outstanding Resulting Issuer Shares, respectively. The number of Common Shares to be issued to Target Shareholders is based upon the number of Target Shares issued and outstanding as of the Record Date and may continue to change prior to completion of the Transaction and the percentage of the outstanding number of Resulting Issuer Shares to be held by Target Shareholders and Shareholders may change upon completion of the Transaction.

The following table sets forth the pro forma consolidated capitalization of the Resulting Issuer as at December 31, 2024, September 30, 2025, and the Resulting Issuer's consolidated capitalization as at September 30, 2025 (after giving effect to the Transaction with the maximum financing only). The table should be read in conjunction with the financial statements of the Target and the Company, including the notes thereto, included elsewhere, or incorporated by reference, in this Circular.

Description	Company December 31, 2024 ($)	Company September 30, 2025 ($)	Resulting Issuer (September 30, 2025 after giving effect to the Transaction) ($)
Share Capital	57,698,596	57,698,596	9,793,745
Warrant Reserves	363,255	231,119	1,392,000
Option Reserves	747,691	690,646	-
Accumulated Deficit	(63,360,083)	(63,656,662)	(11,419,581)
Accumulated Other Comprehensive Loss	-	-	-

Pro Forma Fully Diluted Share Capital

Description	Number of Resulting Issuer Shares	Percentage of Total Post-Transaction Resulting Issuer Shares (fully diluted)^{(1)}
Pre-Amalgamation Common Shares	18,799,486^{(1)}	18%^{(1)}
Pre-Amalgamation Options	1,041,664^{(1)}	1%^{(1)}
Resulting Issuer Shares issued to Target Shareholders pursuant to the Transaction	31,934,121	30%
Resulting Issuer Shares issuable upon the exchange of the Subscription Receipts (maximum financing)	30,000,000	29%
Resulting Issuer Shares reserved for issuance upon exercise of Post-Consolidation Warrants issuable upon the exchange of the Subscription Receipts (maximum financing)	15,000,000	14%
Resulting Issuer Shares reserved for issuance upon exercise of Resulting Issuer Options	-	-%
Resulting Issuer Shares reserved for issuance upon exercise of Resulting Issuer Warrants	-	-%
Resulting Issuer Shares reserved for issuance upon exercise of Broker Warrants (maximum financing)	2,400,000	2%
Resulting Issuer Shares issuable for Santa Monica First Share Issuance	5,846,820	6%

Notes:
(1) It reflects the issued and outstanding Common Shares and Options as of the date of this Circular, assuming completion of the Consolidation.

Escrowed Securities

Pursuant to section 2A.5 of CSE Policy 2, upon listing of the Resulting Issuer Shares, all securities of the Resulting Issuer that are held by "principals" of the Resulting Issuer must be placed into escrow. Upon completion of the Transaction, assuming the Consolidation is completed, it is expected that there will be an aggregate of 7,766,177 Resulting Issuer Shares and 416,666 Resulting Issuer Options held pursuant to the Security Escrow Agreement (collectively the "Escrowed Securities") entered into among the Escrow Agent, the Resulting Issuer and the Escrowed Holders.

The Escrowed Securities will be released as follows:

On the Listing Date	10% of Escrowed Securities
6 months after the Listing Date	15% of Escrowed Securities
12 months after the Listing Date	15% of Escrowed Securities
18 months after the Listing Date	15% of Escrowed Securities
24 months after the Listing Date	15% of Escrowed Securities
30 months after the Listing Date	15% of Escrowed Securities
36 months after the Listing Date	Remaining Escrow Securities

The following table lists the Escrowed Holders who hold Escrowed Securities. The following list does not include any securities which may have to be held in escrow under the terms of the Security Escrow Agreement upon

completion of the Offering.

Name and Municipality of Residence of Securityholder	Designation of Class of Escrowed Security	After Giving Effect to the Transaction
		No. of Escrowed Securities	Percentage of Class
Chris Irwin	Resulting Issuer Shares	33,333	0%
Toronto, Ontario	Resulting Issuer Options	83,333(2)	8%
Nicholas Konkin	Resulting Issuer Shares	3,333,334	7%
Toronto, Ontario	Resulting Issuer Options	250,000(2)	24%
Scott Jobin Bevans	Resulting Issuer Shares	3,774,510	7%
Santiago, Chile	Resulting Issuer Options	0	0%
Dino Titaro	Resulting Issuer Shares	625,000	1%
Toronto, Ontario	Resulting Issuer Options	83,333(2)	8%

Notes:
(1) Assuming none of the principals participate in the Offering.
(2) Each Resulting Issuer Option entitles the holder thereof to acquire one Resulting Issuer Share at a price of $0.90 per Resulting Issuer Share until June 30, 2026.

Principal Holders of Resulting Issuer Shares

Upon completion of the Transaction, to the knowledge of the Company and the Target, no persons or companies will beneficially own, directly or indirectly, or exercise control or direction over Resulting Issuer Shares carrying 10% or more of the voting rights attached to all outstanding Resulting Issuer Shares which have the right to vote in all circumstances.

Board of Directors and Executive Officers of the Resulting Issuer

Following completion of the Transaction, the executive officers of the Resulting Issuer will be the executive officers of the Company and the board of directors of the Resulting Issuer will be comprised of the Resulting Issuer Director Nominees. For certain information regarding the individuals who will serve as directors and executive officers of the Resulting Issuer, including their place of residence, board committee memberships, the period of time for which each director has served as a director of the Company, each director's principal occupation, business or employment for the past five years, and the number of securities of the Company beneficially owned by each director and executive officer, directly or indirectly, or over which each director and executive officer exercises control or direction as of the date of this Circular see "Particulars to be Acted Upon – Election of Directors Conditional upon and Effective Following the Completion of the Transaction" in the Circular.

The directors of the Resulting Issuer will hold office until the next annual meeting of shareholders of the Resulting Issuer or until their respective successors have been duly elected or appointed.

After giving effect to the Transaction, it is expected that the number of Resulting Issuer Shares beneficially owned, directly or indirectly, or over which control or direction will be exercised, by the directors and executive officers of the Resulting Issuer and their associates and affiliates, will be an aggregate of approximately 7,766,177 Resulting Issuer Shares representing approximately 15% of the estimated outstanding Resulting Issuer Shares following completion of the Transaction and assuming the completion of the Consolidation and prior to the Offering and Santa Monica Option. In addition, the directors and executive officers of the Resulting Issuer will also hold an aggregate of 416,666 Resulting Issuer Options, nil Resulting Issuer Warrants and nil Resulting Issuer RSU's or Resulting Issuer PSU's.

Executive Compensation

Following the completion of the Transaction, the Resulting Issuer will maintain the policies of the Company with respect to executive and director compensation. See section titled "Statement of Executive Compensation" in the Circular.

Audit Committee

Following the completion of the Transaction, the audit committee of the Resulting Issuer will be the audit committee

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of the Company and will maintain the Audit Committee Charter. See section titled "Audit Committee Information Required in the Information Circular of a Venture Issuer" in the Circular and appendix B, "EV Minerals Corporation – Charter of the Audit Committee of the Board of Directors", attached to the Circular.

Corporate Governance

Following the completion of the Transaction, the Resulting Issuer will maintain the corporate governance policies of the Company. See section titled "Report on Corporate Governance" in the Circular.

Stock Exchange Listing

The Resulting Issuer Shares will continue to be listed on the CSE under the symbol "EVM". The Common Shares have been halted for trading, in connection with the Transaction, since October 1, 2024 when the Company announced the entering into of the Santa Monica Letter of Intent.

Risk Factors

The risk factors of the Resulting Issuer are not expected to differ significantly from the risk factors applicable to the individual businesses of the Company and the Target as described below.

The operations of the Resulting Issuer are speculative due to the high-risk nature of its business which is the exploration and development of mineral properties. The following risk factors could materially affect the Resulting Issuer's financial condition and/or future operating results and could cause actual events to differ materially from those described in forward-looking information relating to the Resulting Issuer. The risks and uncertainties described below are not the only risks and uncertainties that the Resulting Issuer faces. Additional risks and uncertainties, including those that the Company or the Target do not know about now or that each of them currently deems immaterial, may also adversely affect the Resulting Issuer's business. If any such risks actually occur, Resulting Issuer Shareholders could lose all or part of their investment and the business, financial condition, liquidity, results of operations and prospects of the Resulting Issuer could be materially adversely affected and the ability of the Resulting Issuer to implement its growth plans could be adversely affected.

The acquisition of any of the securities of the Resulting Issuer is speculative, involving a high degree of risk and should be undertaken only by persons 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 securities of the Resulting Issuer should not constitute a major portion of an individual's investment portfolio and should only be made by persons who can afford a total loss of their investment. The Resulting Issuer Shareholders should evaluate carefully the following risk factors associated with the Resulting Issuer securities, along with the risk factors described elsewhere in this Circular.

No History of Mineral Production

The mineral project that the Resulting Issuer owns is not a producing property. There is no assurance that commercial quantities of copper will be discovered at any of the Resulting Issuer's properties nor is there any assurance that the Resulting Issuer's exploration programs will yield positive results. Even if commercial quantities of copper are discovered, there can be no assurance that any property of the Resulting Issuer will ever be brought to a stage where resources can be profitably produced. Factors which may limit the ability of the Resulting Issuer to produce copper resources from its properties include, but are not limited to, the market price of copper, availability of additional capital and financing and the nature of any mineral deposits.

Negative Operating Cash Flow and Dependence on Third-Party Financing

The Neither the Company nor the Target has no history of earnings or of a return on investment, and there is no assurance that any properties or any business that the Resulting Issuer may acquire or undertake will generate earnings, operate profitably or provide a return on investment in the future. As a result, the Resulting Issuer will be dependent on third-party financing to conduct exploration activities on the Santa Monica Copper Project. Accordingly, the

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amount and timing of capital expenditures and the Resulting Issuer's ability to conduct further exploration activities at its property will depend on the Resulting Issuer's cash reserves and access to third-party financing. Failure to obtain such additional financing could result in delay or indefinite postponement of further exploration and development of the Santa Monica Copper Project, or require the Resulting Issuer to sell its property.

Furthermore, additional financing may not be available when needed or if available, the terms of might not be favourable to the Resulting Issuer and might involve substantial dilution to Resulting Issuer Shareholders. The Resulting Issuer's access to third-party financing will depend on a number of factors including the price of copper, the results of exploration and development, any economic or other analysis performed with respect the Resulting Issuer's property, a significant event disrupting the Resulting Issuer's business, or other factors may make it difficult or impossible to obtain financing through debt, equity, or other means on favourable terms, or at all. Failure to raise capital when needed would have a material adverse effect on the Resulting Issuer's business, financial condition, prospects and outlook.

Mineral Tenure

The acquisition and maintenance of title to mineral properties is a very detailed and time-consuming process. While the Company has reviewed and is satisfied with the title to the Santa Monica Copper Project, and, to the best of its knowledge, such title is in good standing, there is no guarantee that title to the Santa Monica Copper Project, and any other project that the Resulting Issuer may acquire, will not be challenged or impugned. Title insurance is generally not available for mineral properties and the Resulting Issuer's ability to ensure that it has obtained secure mine tenure may be severely constrained. Third parties may have valid claims underlying portions of the Resulting Issuer's interests, including prior unregistered liens, agreements, royalty transfers or claims or other encumbrances and title may be affected by, among other things, undetected defects. Other parties may dispute the title to a property or the property may be subject to prior unregistered agreements and transfers or land claims by Indigenous people. The title may also be affected by undetected encumbrances or defects or governmental actions.

The Resulting Issuer may not be able to register rights and interests it acquires against title to applicable mineral properties. An inability to register such rights and interests may limit or severely restrict the Resulting Issuer's ability to enforce such acquired rights and interests against third parties or may render certain agreements entered into by the Resulting Issuer invalid, unenforceable, uneconomic, unsatisfied or ambiguous, the effect of which may cause financial results yielded to differ materially from those anticipated. Although the Company believes that the Santa Monica Optionors and the Target have taken reasonable measures to ensure proper title to the Santa Monica Copper Project, there is no guarantee that such title will not be challenged or impaired.

Estimates of Mineral Deposits

There can be no assurance that any estimates of mineral resources or mineral reserves will materialize or that any identified mineralization will be developed into a coherent mineral deposit, or that such deposit will even qualify as a commercially viable mineral reserve that can be legally and economically exploited. Until reserves or resources are actually mined and processed, the quantity of reserves or resources and grades must be considered as estimates only. In addition, the quantity of reserves or resources may vary depending on metal prices. Any material change in the quantity of reserves, resource grade or stripping ratio may affect the economic viability of the Resulting Issuer's properties. In addition, there can be no assurance that mineral recoveries in small scale laboratory tests will be duplicated in large tests under on-site conditions or during production.

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

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Dependence on the Success of the Santa Monica Copper Project

As at the date of this Circular, the Resulting Issuer's only material mineral property interest after completion of the Transaction will be in the Santa Monica Copper Project, and its business activities will be focused on the exploration and development of the Santa Monica Copper Project, which has no current mineral resource or mineral reserve estimate. The exploration and development of the Santa Monica Copper Project will require the commitment of substantial financial resources for capital expenditures and operating expenses, which may increase in subsequent years as needed, and for consultants, personnel and equipment associated with additional exploration and development of such a property. As a result, the Resulting Issuer's success will be dependent to a significant degree on the successful exploration and development of the Santa Monica Copper Project and any adverse changes, results or developments in respect of the Santa Monica Copper Project could have a material adverse effect on the Resulting Issuer's business, financial condition and prospects as a whole.

Substantial Capital Expenditures Required

The Resulting Issuer will have limited financial resources and the exploration, development and mining of natural resources is capital intensive. Substantial expenditures are required to establish mineral resources and mineral reserves through drilling, to develop metallurgical processes to extract metal from the ore and to develop the mining and processing facilities and infrastructure at any site chosen for mining. If the Resulting Issuer's exploration programs are successful and favourable exploration results are obtained, the Santa Monica Copper Project may be developed into commercial production. The Resulting Issuer will require additional funds to continue exploration and development activities and ultimately to place the Santa Monica Copper Project into production. Actual capital costs may differ significantly from those that the Resulting Issuer has anticipated and there are no assurances that any future development activities will result in profitable mining operations. The capital costs required to take the Santa Monica Copper Project into future commercial production may be significantly higher than anticipated. Decisions about the development of the Santa Monica Copper Project will ultimately be based upon feasibility studies. Capital costs and other estimates contained in studies or estimates prepared by or for the Resulting Issuer may differ significantly from those anticipated by the Target's and the Company's current studies and estimates, and there can be no assurance that the Resulting Issuer's actual capital costs will not be higher than currently anticipated. As a result of higher capital costs, production and economic returns may differ significantly from those being anticipated.

Although substantial benefits may be derived from the discovery of a major mineral deposit, no assurance can be given that minerals will be discovered in sufficient quantities to justify commercial operations or that the funds required for development can be obtained on a timely basis, or at all. The discovery of a mineral deposit is dependent upon a number of factors. The commercial viability of a mineral deposit, if and when discovered, is also dependent upon a number of factors, some of which relate to particular attributes of the deposit, such as size, grade and proximity to infrastructure, and some of which are more general factors such as metal prices and government regulations, including environmental protection. Most of these factors are beyond the Resulting Issuer's control. In addition, because of these risks, there is no certainty that the expenditures to be made by the Resulting Issuer on the exploration of the Santa Monica Copper Project as described herein will result in the discovery of a commercially viable mineral reserve.

Dependence on Key Management

The Resulting Issuer will be dependent on the efforts and abilities of a relatively small number of key personnel, the loss of whom could have an adverse effect on the Resulting Issuer. Certain of the Resulting Issuer's anticipated officers and directors have experience in the exploration of mineral producing properties, and in particular, the mining industry in South America. While the Resulting Issuer does not foresee any reason why such officers and key employees will not remain with the Resulting Issuer, if for any reason they do not, the Resulting Issuer could be adversely affected. At this time, it is not anticipated that the Resulting Issuer does not maintain key-person insurance on the lives of any of its key personnel.

Dependence on Outside Contractors

It is common for certain aspects of mining operations, such as drilling, blasting and underground development, to be conducted by outside contractors. Accordingly, the Resulting Issuer will be highly dependent upon contractors and

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third parties in the performance of its exploration and development activities. There can be no assurances that such contractors and third parties will be available to carry out such activities on behalf of the Resulting Issuer on commercially acceptable terms or at all. In addition, the Resulting Issuer will be subject to a number of related risks, including: reduced control over the aspects of the tasks that are the responsibility of the contractors; failure of the contractors to perform under their agreements with the Resulting Issuer; inability to replace the contractors if their contracts are terminated; interruption of services in the event that the contractors cease operations due to insolvency or other unforeseen events; failure of the contractors to comply with applicable legal and regulatory requirements; and failure of the contractors to properly manage their workforce resulting in labour unrest or other employment issues.

Mining Risks and Hazards

Mineral exploration and development involve risks, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Operations in which the Resulting Issuer has a direct or indirect interest will be subject to hazards and risks normally incidental to exploration and development of minerals. Such risks include, but are not limited to: industrial accidents, unusual or unexpected rock formations, structural cave-ins or slides and pitfall, ground or slope failures and accidental release of water from surface storage facilities, fire, flooding and earthquakes, rock bursts, minerals losses, periodic interruptions due to inclement or hazardous weather conditions, environmental hazards, discharge of pollutants or hazardous materials, failure of processing and mechanical equipment and other performance problems, geotechnical risks, including the stability of the underground hanging walls and unusual and unexpected geological conditions, unanticipated variations in grade and other geological problems, water, surface or underground conditions, glaciers, labour disputes or slowdowns, work force health issues as a result of working conditions, and force majeure events, or other unfavorable operating conditions. These risks, conditions and events could result in damage to, or destruction of, the value of, the Resulting Issuer's projects or their facilities, personal injury or death, environmental damage to the Resulting Issuer's projects or the properties of others, delays or prohibitions on mining or the transportation of minerals, monetary losses, and potential legal liability. Any of the foregoing could have a material adverse effect on the Resulting Issuer's business, financial condition, and results of operation or prospects.

Fluctuating Commodity Prices

The mining business is subject to mineral price cycles. The marketability of minerals and mineral concentrates is also affected by worldwide economic cycles. Metal prices fluctuate widely and are affected by a numerous factors such as global supply, demand, inflation, exchange rates, interest rates, forward selling by producers, production, global or regional political, economic or financial situations and other factors beyond the control of the Resulting Issuer. There can be no assurance that, even if commercial quantities of mineral resources are discovered, a profitable market will exist for their sale or that commodity prices will be such that the Santa Monica Copper Project can be mined at a profit if a mineral resource is defined. The value and price of the Resulting Issuer Shares and the Resulting Issuer's financial results may be significantly adversely affected by declines in the prices of commodities such as copper and gold.

The Resulting Issuer's revenues, if any, are expected to be in large part derived from the extraction and sale of precious and base minerals and metals. Changes in the market prices of copper, gold and other commodities, which in the past have fluctuated widely, will affect the Resulting Issuer's operations. The prices of copper, gold and other commodities are affected by numerous factors beyond the Resulting Issuer's control, including: the strength of and confidence in the Canadian and United States economies and the economies of other industrialized and developing nations; global or regional political or economic conditions or events; the relative strength of and attractiveness the Canadian and United States dollars and other currencies; expectations with respect to the rate of inflation; current and expected interest rates and exchange rates; expectations of the future rate of inflation; actual and anticipated purchases and sales of copper and gold by central banks, financial institutions and other large holders, including speculators; industrial demand and demand for products containing copper and gold; investment activity, including speculation, in copper and gold as commodities or as a hedge against currency devaluation; and supply and demand dynamics, including the cost of substitutes, inventory levels and carrying charges.

The Resulting Issuer cannot predict the effect of these factors on commodity prices. A decrease in the market price of gold, copper and other commodities could affect the Resulting Issuer's ability to finance the exploration and development of the Santa Monica Copper Project. The market price of gold, copper and other commodities may not remain at current levels. In particular, an increase in worldwide supply, and consequent downward pressure on prices,

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may result over the longer term from increased gold and copper production from mines developed or expanded as a result of current metal price levels.

Title to Properties

The Resulting Issuer's interest in the Santa Monica Copper Project will be way of the Santa Monica MOU only and the Target does not currently, and the Resulting Issuer will not, own any interest in the Santa Monica Copper Project. Rather, the Resulting Issuer will have the right to acquire an interest in the Santa Monica Copper Project by incurring the Santa Monica Expenditures and by making the Santa Monica Option Payments in accordance with the Santa Monica MOU. Upon the Resulting Issuer exercising the Santa Monica Option, the Resulting Issuer will earn an 100% interest to the Santa Monica Copper Project. Should the Resulting Issuer not comply with its obligations under the Santa Monica MOU, the Resulting Issuer's interest in the Santa Monica Copper Project may be lost. There is no guarantee the Resulting Issuer will be able to raise sufficient funding in the future to incur the Santa Monica Expenditures and to make the Santa Monica Option Payments by the deadlines set out in the Santa Monica MOU.

Acquisition of title to mineral properties is a very detailed and time-consuming process. Title to, and the area of, mineral properties may be disputed. Although the Company has investigated title to the Santa Monica Copper Project, it has received the Santa Monica Title Opinion from the Target and the Company is satisfied with its review of the tile to the Santa Monica Copper Project, the Company cannot give an assurance that title to the Santa Monica Copper Project will not be challenged or impugned. The results of the Company's investigations should not be construed as a guarantee of title. Other parties may dispute the title to a property, or the property may be subject to prior unregistered agreements or liens and transfers or land claims by aboriginal, native, or indigenous peoples. The title may be affected by undetected encumbrances or defects or governmental actions. The precise area and location of claims or the properties may also be challenged, and no assurances can be given that there are no title defects affecting such properties. The rules governing mining concessions in Chile are complex and any failure by the Resulting Issuer to meet requirements could have a material and adverse effect on the Resulting Issuer.

As title insurance is generally not available for mineral properties, it is not expected that the Resulting Issuer will carry title insurance on the Santa Monica Copper Project once it has exercised the Santa Monica Option. Accordingly, a successful claim that the Resulting Issuer does not have title to the Santa Monica Copper Project after it has exercised the Santa Monica Option could cause the Resulting Issuer to lose its rights to the Santa Monica Copper Project, perhaps without compensation for its prior expenditures relating to the Santa Monica Copper Project.

Surface Rights

In accordance with the provisions outlined in the Chilean Mining Code, the mining concession is a right, distinct and independent from the ownership of the surface property, even if it has the same owner. Therefore, a mining concessionaire (such as the Resulting Issuer) must have a property right to own the surface rights or a contractual or legal right through entering into agreements with the holders of surface rights to carry out mining activities over surface land. There can be no assurance that agreements will be available, or that agreements will be able to be entered into in a timely manner, in order to carry on operations at the Santa Monica Copper Project. Any failure to obtain the necessary renewals may have a material adverse effect on the Resulting Issuer. In the future, the Resulting Issuer will require surface rights, which will require negotiations with the owners of the surface property or an easement civil trial. The Company has no information of surface owners and has not negotiated any agreements related to the use of the land. Although the Resulting Issuer will be able to obtain an easement (judicial or voluntary) it is not possible to know the amount it could be granted as compensation.

Third Party Stakeholders

The lands in which the Resulting Issuer will hold an interest, or the exploration equipment and roads or other means of access which the Resulting Issuer will utilize in carrying out its work programs or general business mandates, may be subject to interests or claims by third party individuals, groups or companies. In the event that such third parties assert any claims, the Resulting Issuer's work programs may be delayed even if such claims are not meritorious. Such delays may result in significant financial loss and loss of opportunity for the Resulting Issuer.

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Requirement for Permits and Licences

The Resulting Issuer's development and exploration activities will be subject to permitting requirements in Chile. The Resulting Issuer will be applying for all necessary licences and permits under applicable laws and regulations to carry on the exploration activities which are currently being planned in respect of the Santa Monica Copper Project and the Resulting Issuer intends to comply in all material respects with the terms of such licences and permits. The duration and success of the Resulting Issuer's efforts to obtain and renew licences or permits are contingent upon many variables not within the Resulting Issuer's control, including the interpretation of applicable requirements implemented by the licensing authority. Any unexpected delays or costs associated with the licensing or permitting process could delay the development or impede the operation of a mine, which could adversely impact the Resulting Issuer's operations and profitability. There can be no guarantee that the Resulting Issuer will be able to obtain all required licences and permits. To the extent such licences and permits are required and not obtained, the Resulting Issuer may be restricted or prohibited from proceeding with planned exploration or development activities. In addition, such licences and permits are subject to changes in regulations and in various operational circumstances. Failure to obtain and/or comply with required licences and permits could have serious consequences, including: damage to the Resulting Issuer's reputation, stopping the Resulting Issuer from proceeding with the exploration and development of a project, negatively impacting further development of a mine, and increasing the costs of development and litigation or regulatory action against the Resulting Issuer, and may materially adversely affect the Resulting Issuer's business, results of operations or financial condition.

Governmental Regulations

The Resulting Issuer's future exploration and development activities are subject to extensive federal, state, provincial, municipal, territorial and local laws and regulations governing various matters, including but not limited to: environmental protection; the management and use of toxic substances and explosives; the management of natural resources; the exploration of mineral properties; exports; insurance restrictions; import restrictions; exchange controls; capital controls; price controls; taxation and mining royalties; labour standards and occupational health and safety, including mine safety; anti-corruption and anti-bribery statutes; and historic and cultural preservation.

Failure to comply with applicable laws and regulations may result in civil or criminal fines or penalties or enforcement actions, including orders issued by regulatory or judicial authorities enjoining or curtailing operations or requiring corrective measures, installation of additional equipment or remedial actions, or the imposition of additional local or foreign parties as joint venture partners, any of which could result in significant expenditures. The Resulting Issuer may also be required to compensate private parties suffering loss or damage by reason of a breach of such laws, regulations or permitting requirements. Future laws and regulations, or more stringent enforcement of current laws and regulations by governmental authorities, cannot be accurately predicted and it is possible that these could cause the Resulting Issuer to incur additional expense, divert management time and attention from revenue generating activities or restrict or delay the exploration and development of its properties.

Foreign Operations Risk

The Resulting Issuer will conduct exploration activities in Chile. Chile exposes the Resulting Issuer to risks that may not otherwise be experienced if all operations were located in Canada. The risks can include, but are not limited to, civil unrest or war, terrorism, changing political conditions, fluctuations in currency exchange rates, expropriation or nationalization without adequate compensation, changes to royalty and tax regimes, high rates of inflation, labour unrest, foreign exchange controls, and difficulty in understanding and complying with the regulatory and legal framework respecting ownership and maintenance of mineral properties, as well as the revocation or suspension of previously issued mining permits. Changes in mining or investment policies or shifts in political attitudes may also adversely affect the Resulting Issuer's existing assets and operations. Real and perceived political risk may also affect the Resulting Issuer's ability to finance exploration programs and attract joint venture or option partners, and future mine development opportunities. Chile is typically viewed as a favourable mining jurisdiction; however, certain Canadian issuers have recently experienced regulatory action with regards to Chilean operations, specifically with respect to increased permitting timelines.

Numerous countries, including Chile, have introduced changes to mining regimes that reflect increased government control or participation in the mining sector, including, but not limited to, changes of law affecting foreign ownership,

mandatory government participation, taxation and royalties, exploration licensing, export duties, and repatriation of income or return of capital. There can be no assurance that industries, which are deemed of national or strategic importance in countries in which the Resulting Issuer has assets, including mineral exploration, will not be nationalized. There is a risk that further government limitations, restrictions or requirements, not presently foreseen, will be implemented. Changes in policy that alter laws regulating the mining industry could have a material adverse effect on the Resulting Issuer. There can be no assurance that the Resulting Issuer's assets in these countries will not be subject to nationalization, requisition or confiscation, whether legitimate or not, by an authority or body.

It is expected that the Resulting Issuer will conduct operations in Chile through foreign subsidiaries. Accordingly, any limitations placed by Chilean or other laws on the transfer of cash or other assets between the Resulting Issuer and such entities could restrict the Resulting Issuer's ability to fund its operations efficiently. Any such limitations, or the perception that such limitations may exist now or in the future, could have an adverse impact on the Resulting Issuer's evaluation and stock price.

In addition, in the event of a dispute arising from foreign operations, the Resulting Issuer may be subject to the exclusive jurisdiction of foreign courts or may not be successful in subjecting foreign persons to the jurisdiction of courts in Canada. The Resulting Issuer also may be hindered or prevented from enforcing its rights with respect to a governmental instrumentality because of the doctrine of sovereign immunity. It is not possible for the Resulting Issuer to accurately predict such developments or changes in laws or policy or to what extent any such developments or changes may have a material adverse effect on the Resulting Issuer.

Non-compliance with applicable laws, regulations and permitting requirements (including allegations of such) may result in enforcement actions, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed or causing the withdrawal of permits or mining licences, and the imposition of corrective measures requiring material capital expenditure or remedial action resulting in materially increased cost of compliance, reputational damage and potentially impaired ability to secure future approvals and permits. The Resulting Issuer may be required to compensate third parties for loss or damage and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations.

Environmental Risks

The operations of the Resulting Issuer, including the exploration activities, will require permits from various governmental authorities, and such operations are and will be governed by laws and regulations governing exploration, taxes, labour standards, occupational health, waste disposal, toxic substances, land use, environmental protection, site safety and other matters. There can be no assurance that all permits which the Resulting Issuer may require for its facilities and conduct of exploration and development operations will be obtainable on reasonable terms or that such laws and regulations would not have a material adverse effect on any exploration and development project which the Resulting Issuer might undertake.

Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed and may include fines and penalties or corrective measures requiring capital expenditures, installation of additional equipment or remedial actions. Parties engaged in exploration and development operations may be required to compensate those suffering loss or damage by reason of the exploration and development activities and may have civil or criminal fines or penalties imposed upon them for violation of applicable laws or regulations. Furthermore, environmental hazards may exist on the properties on which the Resulting Issuer holds interests which are unknown to the Resulting Issuer at present and which have been caused by previous or existing owners or operators of the properties.

Environmental legislation is evolving and the general trend has been towards stricter standards and enforcement, increased fines and penalties for noncompliance, more stringent environmental assessments of proposed projects and increasing responsibility for companies and their officers, directors and employees. Amendments to current laws, regulations and permits governing the operations and activities of mineral companies, or more stringent enforcement thereof, could have a material adverse impact on the Resulting Issuer and cause increases in capital expenditure or exploration and development costs or reduction in levels of production at producing properties or require abandonment or delays in development of new properties. In addition, programs may also be delayed or prohibited in some areas due to technical factors, new legislative constraints, including recent legislation prohibiting development on and

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around glaciers, social opposition or local government capacity or willingness to issue permits to explore in a timely manner. Accordingly, there may be a certain degree of anti-mining sentiment that could potentially affect the risk of successfully exploring and developing the Resulting Issuer's assets in those provinces.

Supply Delays Risks

The raw materials the Resulting Issuer will require to carry on its business are available through normal supply or business contracting channels in Chile. The Resulting Issuer has secured personnel to conduct its currently contemplated programs. It is possible that delays or increased costs may be experienced in order to proceed with drilling activities due to adverse weather conditions, labour disputes, pandemic restrictions, accidents or changes in the regulatory environment. Such delays could significantly affect the Resulting Issuer if, for example, commodity prices fall significantly during such delay, thereby reducing the opportunity the Resulting Issuer may have had to develop a particular project had such work been completed in a timely manner before the fall of such prices. In addition, assay labs are often significantly backlogged, thus significantly increasing the time that the Resulting Issuer waits for assay results. Such delays can slow down work programs, thus increasing field expenses or other costs (such as property payments which may have to be made before all information to assess the desirability of making such payment is known, or causing the Resulting Issuer to not make such a payment and terminate its interest in a property rather than make a significant property payment before all information is available).

Anti-Corruption Laws

The Resulting Issuer is subject to anti-corruption laws under the Extractive Sector Transparency Measures Act (Canada), the Corruption of Foreign Public Officials Act (Canada) and the U.S. Foreign Corrupt Practices Act, which generally prohibit companies from engaging in bribery or other prohibited payments to foreign officials for the purpose of obtaining or retaining business. Likewise, the Resulting Issuer's foreign subsidiaries are subject to local anti-corruption laws regarding their operations in Chile. The anti-corruption laws also require public companies to make and keep books and records that accurately and fairly reflect their transactions and to devise and maintain an adequate system of internal accounting controls. The Resulting Issuer's business activities create the risk of unauthorized payments or offers of payments by its employees, consultants, service providers or agents, even though they may not always be subject to its control. The Resulting Issuer will prohibit these practices by its employees, consultants, service providers and agents and it is expected that, upon the Transaction being completed, the Resulting Issuer will adopt a code of business ethics and conduct as well as internal controls and procedures intended to address compliance and business integrity issues. However, the Resulting Issuer's planned safeguards and any future improvements may prove to be less than effective, and its employees, consultants, service providers and agents may engage in conduct for which the Resulting Issuer may be held responsible. In particular, the Resulting Issuer, in spite of its best efforts, may not always be able to prevent or detect corrupt or unethical practices by employees or third parties, such as subcontractors or joint venture partners, which may result in reputational damage, civil and/or criminal liability (under the Extractive Sector Transparency Measures Act (Canada), the Corruption of Foreign Public Officials Act (Canada), the U.S. Foreign Corrupt Practices Act or any other relevant compliance, anti-bribery, anti-corruption and anti-money laundering) being imposed on the Resulting Issuer. If the Resulting Issuer's employees or other agents are found to have engaged in such practices, the Resulting Issuer could suffer severe penalties and other consequences that may have a material adverse effect on its business, financial condition and results of operations.

Enforcement of Legal Rights

It is expected that certain of the Resulting Issuer's directors, management and personnel will be located in foreign jurisdictions. Given that it is expected that the majority of the Resulting Issuer's material assets and certain of its directors, management and personnel will be located outside of Canada, investors may have difficulty in effecting service of process within Canada and collecting from or enforcing against the Resulting Issuer, or its directors and officers, any judgments issued by the Canadian courts or Canadian securities regulatory authorities and predicated on the civil liability provisions of Canadian securities legislation or other laws of Canada.

Community Groups

In recent years, certain communities of both indigenous peoples and others, as well as non-governmental organizations, have been vocal and negative with respect to mining activities. The Resulting Issuer's relationship with

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the communities in which it will operate will be critical to ensure the future success of its exploration activities and the future construction and development of its projects. Community groups or non-governmental organizations may create or inflame public unrest and anti-mining sentiment among the inhabitants in areas of mineral development. These communities and organizations have taken such actions as protests, road closures, work stoppages and initiating lawsuits for damages. Such organizations can be involved, with financial assistance from various groups, in mobilizing sufficient local antimining sentiment to prevent the issuance of required permits for the development of mineral projects of other companies. While the Resulting Issuer is committed to operating in a socially responsible manner, there is no guarantee that the Resulting Issuer's efforts in this respect will mitigate this potential risk. Any actions by communities and nongovernmental organizations may have a material adverse effect on the Resulting Issuer's activities, financial position, cash flow and results of operations.

Indigenous Peoples

Various international and national laws, codes, resolutions, conventions, guidelines, and other material relate to the rights of Indigenous Peoples. Many of these materials impose obligations on government to respect the rights of Indigenous People. Some mandate that government consult with Indigenous People regarding government actions, which may affect Indigenous People, including actions to approve or grant mining rights or permits. ILO Convention 169, which has been ratified by Chile, is an example of such an international convention. The obligations of government and private parties under the various international and national materials pertaining to Indigenous People continue to evolve and be defined. Examples of recent developments in this area include the United Nations Declaration of the Rights of Indigenous People and the International Finance Corporation's revised Performance Standard 7, which requires governments to obtain the free, prior, and informed consent of Indigenous Peoples who may be affected by government action, such as the granting of mining concessions or approval of mine permits. The Resulting Issuer's current and future activities are subject to a risk that one or more groups of Indigenous People may oppose exploration, development, or new development of the Resulting Issuer's projects or operations. Such opposition may be directed through legal or administrative proceedings or expressed in manifestations such as protests, roadblocks or other forms of public expression against the Resulting Issuer's activities. Opposition by Indigenous People to the Resulting Issuer's operations may require modification of, or preclude operation or development of, the Resulting Issuer's projects or may require the Resulting Issuer to enter into agreements with Indigenous People with respect to the Resulting Issuer's projects.

Uninsurable Risks

Mineral exploration and development involve risks, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. The Resulting Issuer's business will be subject to a number of risks and hazards generally, including adverse environmental conditions, industrial accidents, labour disputes, unusual or unexpected geological conditions, ground or slope failures, cave-ins, mechanical failures, changes in the regulatory environment and natural phenomena such as inclement weather conditions, fires, floods, hurricanes and earthquakes. Such occurrences could result in damage to mineral properties or production facilities, personal injury or death, environmental damage to the Resulting Issuer's properties or the properties of others, delays in mining, monetary losses and possible legal liability.

Although it is expected that the Resulting Issuer will maintain insurance to protect against certain risks in such amounts as it considers reasonable, the Resulting Issuer's insurance may not cover all of the potential risks associated with the Resulting Issuer's operations. The Resulting Issuer may also be unable to maintain insurance to cover these risks at economically feasible premiums. Insurance coverage may not continue to be available or may not be adequate to cover any resulting liability. Moreover, insurance against risks such as loss of title to mineral property, environmental pollution, or other hazards as a result of exploration and production is not generally available to the Resulting Issuer or to other companies in the mining industry on acceptable terms. The Resulting Issuer might also become subject to liability for pollution or other hazards which may not be insured against or which it may elect not to insure against because of premium costs or other reasons. Losses from these events may cause the Resulting Issuer to incur significant costs that could have a material adverse effect upon its financial performance and results of operations.

Global Economic Conditions

Economic uncertainty in many parts of the world has adversely affected businesses and industries in almost every sector in more significant and unpredictable ways than in more stable economic times. Significant political, market,

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economic, natural or manmade events may have wide-reaching effects and, to the extent they are not accurately anticipated or priced into markets, may result in sudden periods of market volatility and correction. Prolonged depressed economic conditions and volatility in the worldwide economy may continue to adversely affect individuals and institutions investing in junior mineral exploration and development companies, which could negatively affect the Resulting Issuer's business and prospects.

The economic viability of the Resulting Issuer's business plan is impacted by the Resulting Issuer's ability to obtain financing. The economic conditions and outlook of the jurisdictions in which the Resulting Issuer operates, and more generally global economic conditions, may impact the general availability of financing through public and private debt and equity markets, as well as through other avenues. Periods of market volatility and correction may have an adverse impact on economic growth and outlook, as well as lending and capital markets activity, all of which may impact the Resulting Issuer's ability to secure adequate financing on favourable terms, or at all.

Furthermore, general market, political and economic conditions, including, for example, inflation, interest and currency exchange rates, structural changes in the global mining industry, global supply and demand for commodities, political developments, legislative or regulatory changes, social or labour unrest and stock market trends will affect the Resulting Issuer's operating environment and its operating costs, profit margins and share price. Uncertainty or adverse changes relating to government regulation, economic and foreign policy matters, and other world events have the potential to adversely affect the performance of and outlook for the Canadian and global economies, which in turn may affect the ability of the Resulting Issuer to access financing on favourable terms or at all. The occurrence of negative sentiment or events in the Canadian and broader global economy could have a material adverse effect on the Resulting Issuer's business, financial condition, results of operations, cash flows or prospects.

Pandemic Risks, the Russian War in Ukraine, Inflation and Other Events

The COVID-19 pandemic, the Russian war in Ukraine, inflation and other factors continue to impact global markets and cause general economic uncertainty, the impact of which may have a significant adverse effect on the Resulting Issuer's operations, business and financial condition.

The Resulting Issuer faces risks related to pandemics and epidemics which could significantly disrupt the Resulting Issuer's operations and may materially and adversely affect its business, operations, and financial condition. The full extent to which any pandemics may impact the Resulting Issuer's business, including its operations and the market for its securities, will depend on numerous highly uncertain factors that the Resulting Issuer may not be able to accurately predict or assess, including, but not limited to, the duration and severity of any pandemics, the availability of approved vaccines and remedial medications, the timing for completion of related distribution programs around the globe, and the governmental, business and individual actions taken in response to any pandemics.

Global financial markets experienced a period of correction and increased volatility during the COVID-19 pandemic and the conflict between the Russian Federation and Ukraine which began in February 2022 and is ongoing as of the date of this Listing Statement. As these global events evolve, there is no guarantee that credit market conditions will not worsen. A general risk-adverse approach to investing, decreases in consumer spending and increases in the unemployment rate and consumer debt levels, which may become more predominant as a result of market turmoil, may limit the Resulting Issuer's ability to obtain future equity financing. Inability to obtain financing at all, or on acceptable terms, may have a material adverse effect on the Resulting Issuer's business, financial condition, results of operations, cash flows or prospects.

Other events may also result in volatility and disruption to global supply chains, operations, mobility of people, patterns of consumption and service, and financial markets, and therefore potentially have a negative impact on the Resulting Issuer's ability to secure financing on favourable terms, or at all, its access to the Santa Monica Copper Project, or its ability to execute its business initiatives, including its field programs. Such events may include catastrophic events, either on a global scale or in the specific jurisdictions where the Resulting Issuer has its projects, and include, but are not limited to, financial crises, such as that which occurred globally in 2008, earthquakes, tsunamis, floods, typhoons, fires, power disruptions, other natural or manmade disasters, terrorist attacks, wars, riots, civil unrest or other conflicts, outbreaks of a public health crises, including epidemics, pandemics or outbreaks of new infectious diseases or viruses, as well as related and attendant events.

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Concerns over global economic conditions may also have the effect of heightening many of the other risks described herein, including, but not limited to, risks relating to: fluctuations in the market price of commodities, the terms and availability of financing, supply chain constraints and cost overruns, geopolitical concerns, and changes in law, policies or regulatory requirements.

Climate Change

Due to changes in local and global climatic conditions, many analysts and scientists predict an increase in the frequency of extreme weather events such as floods, droughts, forest and brush fires and extreme storms. Such events could materially disrupt the Resulting Issuer's operations, particularly if they affect the Resulting Issuer's sites, impact local infrastructure or threaten the health and safety of the Resulting Issuer's employees and contractors. Any such event could result in material economic harm to the Resulting Issuer. The Resulting Issuer is focused on operating in a manner designed to minimize the environmental impacts of its activities; however, there can be no assurance that efforts to mitigate the risks of climate change will be effective and that the physical risks of climate change will not have an adverse effect on the Resulting Issuer's business, financial condition, results of operations, cash flows or prospects.

Climate change is a top priority for many countries and jurisdictions around the world and governments and regulators continue to implement and develop new rules and regulations to control carbon gas or "green-house" gas emissions attributable to climate change. As part of their efforts to shift to lower-carbon economies, governments have implemented a number of mechanisms including the implementation of taxes on carbon emissions and fuel sales, emissions trading schemes, and fossil fuel extraction fees, all of which are expected to play an ongoing role in global efforts to address climate change. Increased environmental regulation and/or the use of fiscal policy by regulators in response to concerns over climate change and other environmental impacts could have a material adverse effect on the Resulting Issuer's financial condition or results of operations. The cost of compliance with various climate change regulations will ultimately be determined by the regulations themselves and by the markets that evolve for carbon credits and offsets and, as a result, the financial impact, if any, on the Resulting Issuer's operations cannot yet be fully understood.

Future Acquisitions and Joint Ventures

As part of the Resulting Issuer's business strategy, from time to time the Resulting Issuer may evaluate opportunities to acquire companies and/or assets or establish joint ventures that the Resulting Issuer believes will complement the Resulting Issuer's current or future business. These acquisitions and joint ventures may be significant in size, may change the scale of the Resulting Issuer's business and may expose it to new geographic, political, operating, financial and geological risks. The Resulting Issuer's success in its acquisition and joint venture activities will depend on its ability to identify suitable acquisition and joint venture candidates and partners, to acquire or joint venture them on acceptable terms and to integrate their operations successfully with those of the Resulting Issuer. Any acquisitions or joint ventures would be accompanied by risks, such as the difficulty of assimilating the operations and personnel of any acquired companies; the potential disruption of the Resulting Issuer's ongoing business; the inability of management to maximize the financial and strategic position of the Resulting Issuer through the successful incorporation of acquired assets and businesses or joint ventures; additional expenses associated with amortization of acquired intangible assets; the maintenance of uniform standards, controls, procedures and policies; the impairment of relationships with employees, customers and contractors as a result of any integration of new management personnel; dilution of the Resulting Issuer's shareholders or of its interests in its subsidiaries or assets as a result of the issue of Resulting Issuer Shares to pay for acquisitions or the decision to grant earning or other interests to a joint venture partner; and the potential unknown liabilities associated with acquired assets and businesses. There can be no assurance that the Resulting Issuer will be successful in overcoming these risks or any other problems encountered in connection with such acquisitions or joint ventures. There may be no right for shareholders to evaluate the merits or risks of any future acquisition or joint venture undertaken except as required by applicable laws and regulations.

Infrastructure

Exploration, development and processing activities depend, to one degree or another, on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important elements of infrastructure, which affect access, capital and operating costs. The lack of availability on acceptable terms or the delay in the availability of any one or

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more of these items could prevent or delay exploration or development of the Santa Monica Copper Project. If adequate infrastructure is not available in a timely manner, there can be no assurance that the exploration or development of the Santa Monica Copper Project will be commenced or completed on a timely basis, if at all, or that the resulting operations will achieve the anticipated production volume, or that the construction costs and operating costs associated with the exploration and/or development of the Santa Monica Copper Project will not be higher than anticipated. Furthermore, unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of necessary infrastructure could adversely affect the Resulting Issuer's operations.

Information Systems Security Threats

Information systems and other technologies, including those related to the Resulting Issuer's financial and operational management, and its technical and environmental data, are an integral part of the Resulting Issuer's business activities. The Company has, and it is expected that the Resulting Issuer will continue to have, agreements with third parties for hardware, software, telecommunications and other information technology ("IT") services in connection with its operations. These IT systems could be subject to network disruptions caused by a variety of sources, including computer viruses, security breaches and cyberattacks, as well as disruptions resulting from incidents such as cable cuts, damage to physical plants, natural disasters, terrorism, fire, power loss, vandalism and theft. The Resulting Issuer's operations will depend, in part, on how well it and its suppliers protect networks, equipment, IT systems and software against damage from a number of threats, including, but not limited to, cable cuts, damage to physical plants, natural disasters, terrorism, fire, power loss, hacking, computer viruses, vandalism and theft. The Resulting Issuer's operations will also depend on the timely maintenance, upgrade and replacement of networks, equipment, IT systems and software, as well as pre-emptive expenses to mitigate the risks of failures. Any of these and other events could result in information system failures, delays and/or increase in capital expenses. The failure of information systems or a component of information systems could, depending on the nature of any such failure, adversely impact the Resulting Issuer's reputation and results of operations.

Although to date neither the Company nor the Target have experienced any material losses relating to cyber-attacks or other information security breaches, there can be no assurance that the Resulting Issuer will not incur such losses in the future. The Resulting Issuer's risk and exposure to these matters cannot be fully mitigated because of, among other things, the evolving nature of these threats. As cyber threats continue to evolve, the Resulting Issuer may be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities.

Conflicts of Interest

Certain of the directors and officers of the Resulting Issuer may be directors and officers of other companies, some of which may be in the mineral exploration industry. Some of the Resulting Issuer's directors and officers may pursue the acquisition, exploration and, if warranted, the development of mineral resource properties on their own behalf and on behalf of other companies, and situations may arise where the other interests of these directors and officers may conflict with the Resulting Issuer's interests. Such conflicting legal obligations may expose the Resulting Issuer to liability to others and impair its ability to achieve its business objectives. Directors and officers of the Resulting Issuer with conflicts of interest will be subject to and will be required to follow the procedures set out in applicable corporate and securities legislation, regulations, rules and policies. Notwithstanding this, there may be corporate opportunities which the Resulting Issuer is not able to procure due to a conflict of interest of one or more of the Resulting Issuer's directors or officers.

Litigation

In the ordinary course of its business, the Resulting Issuer and/or its directors may be subject to a variety of regulatory investigations, claims, arbitration and other legal proceedings, with or without merit. Such regulatory investigations, claims, arbitration and other legal proceedings can be lengthy and involve the incurrence of substantial costs and resources by the Resulting Issuer and the outcome, and the Resulting Issuer's ability to enforce any ruling(s) obtained pursuant to such proceedings, are subject to inherent risk and uncertainty. The Company does not know of any such pending or actual material legal proceedings as of the date of this Circular. The Resulting Issuer may carry liability insurance coverage and mitigate risks that can be reasonably estimated; however, there is a risk that insurance may not be adequate to cover all possible risks arising from the Resulting Issuer's operations. The initiation, pursuit and/or

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outcome of any particular claim, investigation, arbitration or legal proceeding could materially adversely impact the Resulting Issuer's financial position, cash flow, results of operations and reputation.

Competition

The mining industry is intensely and increasingly competitive, and the Resulting Issuer will compete for exploration and exploitation properties, personnel with the necessary technical expertise to find, develop, and operate such properties and labour to operate the properties. The Resulting Issuer may have to compete for these resources with large established mineral exploration companies with substantial capabilities and greater financial and technical resources than the Resulting Issuer. Accordingly, such competition could adversely affect the Resulting Issuer's ability to acquire suitable mineral properties in the future on terms it considers acceptable or at all.

Fluctuations in Currency Exchange Rates

The price of most mineral commodities is denominated in US dollars. As the Company raises, and it is expected that the Resulting Issuer will raise, its capital in Canadian dollars and will use Canadian dollars in its financial statements, currency fluctuations can have a material effect on operations. It is expected that the Resulting Issuer will also transact business in a number of currencies including but not limited to the US dollar and the Chilean peso. Future changes in exchange rates could materially affect the Resulting Issuer's results in either a positive or a negative direction. The Company does not currently, and it is not expected that the Resulting Issuer will in the future, engage in foreign currency hedging activities.

Increased Expenses as a Result of Being a Public Resulting Issuer

As a public company, the Resulting Issuer will be subject to reporting, corporate governance and other requirements under applicable securities laws and stock exchange rules and policies. Compliance with these requirements will increase legal and financial compliance costs, make some activities more difficult, time consuming or costly, and increase demand on existing systems and resources. Among other things, the Resulting Issuer will be required to file annual, quarterly and current reports with respect to its business and results of operations and maintain effective disclosure controls and procedures and internal controls over financial reporting. In order to maintain and, if required, improve disclosure controls and procedures and internal controls over financial reporting to meet this standard, significant resources and management oversight may be required. As a result, management's attention may be diverted from other business concerns, which could harm the Resulting Issuer's business and results of operations. The Resulting Issuer may need to hire additional employees to comply with these requirements in the future, which would increase its costs and expenses. Management of the Resulting Issuer expects that being a reporting issuer will make it more expensive to maintain director and officer liability insurance. Accordingly, it may be more difficult for the Resulting Issuer to attract and retain qualified directors and executive officers.

Internal Controls

Internal controls over financial reporting are procedures designed to provide reasonable assurance that transactions are properly authorized, assets are safeguarded against unauthorized or improper use, and transactions are properly recorded and reported. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance with respect to the reliability of financial reporting and financial statement preparation.

Risks Related to the Resulting Issuer Shares

Price Volatility of Publicly Traded Securities

The future trading price of the Resulting Issuer Shares may be volatile and subject to wide price fluctuations in response to various factors, many of which are beyond the Resulting Issuer's control, including, but not limited to: actual or anticipated fluctuations in the Resulting Issuer's financial and operating results; developments or disputes concerning the Resulting Issuer's mining rights; investors' general perception of the Resulting Issuer and the public's reaction to the Resulting Issuer's press releases, other public announcements and the Resulting Issuer's filings with the various securities regulatory authorities; changes in recommendations by research analysts who track the Resulting

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Issuer Shares or the shares of other companies in the resource sector; sales or perceived sales of additional Resulting Issuer Shares or debt securities; the expiration of lock-up or other transfer restrictions on outstanding Resulting Issuer Shares; significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving the Resulting Issuer or its competitors; additions or departures of key management and other personnel; general political, economic, industry and market conditions, including fluctuations in commodity prices; and trends, concerns, technological or competitive developments, regulatory changes and other related issues in the renewable power generation industry or the Resulting Issuer's target markets.

Financial markets have experienced significant price and volume fluctuations in recent years that have particularly affected the market prices of equity securities of companies and that have, in many cases, been unrelated to the operating performance, underlying asset values or prospects of such companies. Accordingly, the market price of the Resulting Issuer Shares may decline even if the Resulting Issuer's underlying asset values or prospects have not changed. Additionally, these factors, as well as other related factors, may cause decreases in asset values which may result in impairment losses. Certain institutional investors may base their investment decisions on consideration of the Resulting Issuer's environmental, governance and social practices and performance against such institutions' respective investment guidelines and criteria, and failure to meet such criteria may result in a limited or no investment in the Resulting Issuer Shares by those institutions, which could adversely affect the trading price of the Resulting Issuer Shares.

As a result of any of these factors, the market price of the Resulting Issuer Shares at any given point in time may not accurately reflect the long-term value of the Resulting Issuer. Securities class-action litigation often has been brought against companies following periods of volatility in the market price of their securities. The Resulting Issuer may in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management's attention and resources.

Use of Available Funds

The Resulting Issuer currently intends to allocate its available funds as described under the heading titled "Use of Proceeds and Available Funds" in this Circular. However, these intended uses are estimates only and subject to change. While management does not contemplate any material variation, the Resulting Issuer will have broad discretion in the actual application of the available funds and may elect to allocate proceeds differently from that described herein if it believes it would be in its best interests to do so as circumstances change. Investors may not agree with how the Resulting Issuer allocates or spends its available funds. The failure by the Resulting Issuer to apply these funds effectively could have a material adverse effect on the Resulting Issuer's business, financial condition and results of operations and the Resulting Issuer's ability to achieve its stated business objectives.

Equity Dilution

The Resulting Issuer Board may issue an unlimited number of Resulting Issuer Shares without any vote or action by the Resulting Issuer Shareholders, subject to the rules of any stock exchange on which the Resulting Issuer's securities may be listed from time to time. The Resulting Issuer may make future acquisitions or enter into financings or other transactions involving the issuance of securities. If the Resulting Issuer issues any additional equity, the percentage ownership of existing Resulting Issuer Shareholders will be reduced and diluted and the price of the Resulting Issuer Shares could decline.

In addition, the possible sale of Resulting Issuer Shares released from escrow pursuant to the terms of the Security Escrow Agreement on each release date could negatively affect the market price of the Resulting Issuer Shares and also result in an excess of sellers of Resulting Issuer Shares to buyers of Resulting Issuer Shares and seriously affect the liquidity of the Resulting Issuer Shares.

Unfavourable, Inaccurate or Lack of Research by Securities or Industry Analysts

The trading market for the Resulting Issuer Shares will depend in part on the research and reports that securities or industry analysts publish about the business. Securities and industry analysts may never publish research on the Resulting Issuer. If no securities or industry analysts commence covering the Resulting Issuer, the trading price for

D-67

Resulting Issuer Shares may be negatively impacted. In the event securities or industry analysts initiate coverage, if one or more of the analysts who cover the Resulting Issuer downgrade the Resulting Issuer Shares or publish inaccurate or unfavorable research about the Resulting Issuer's business, the price of the Resulting Issuer Shares may decline. In addition, if the Resulting Issuer's operating results fail to meet the forecast of analysts the price of its Resulting Issuer Shares may decline. If one or more of these analysts cease coverage or fail to publish reports on the Resulting Issuer generally, demand for the Resulting Issuer Shares could decrease, which could cause the trading price and volume to decline.

Future Dividend Payments are not Guaranteed

The Company has not declared or paid any dividends or other distributions on the Common Shares since the date of its incorporation and does not have a policy regarding dividends or distributions. It is expected that the Resulting Issuer will retain all future earnings for use in the development and operation of the Resulting Issuer's business and it is not anticipated that it will be paying cash dividends in the foreseeable future. The declaration and payment of any dividends in the future will be determined by the Resulting Issuer Board, in its discretion, and will depend on a number of factors, including the Resulting Issuer's earnings and overall financial condition. The Company does not, and it is expected that the Resulting Issuer will not, face any restrictions which would prevent it from paying dividends.

Material Contracts

Following completion of the Transaction, the only following agreements will constitute material contracts to the Resulting Issuer:

the Securities Escrow Agreement; and
the Santa Monica Option Agreement.

Auditors, Transfer Agent and Registrar of the Resulting Issuer

RSM Canada LLP, Chartered Professional Accountants located at 11 King St W, Suite 700, Toronto, ON M5H 4C7, the current auditor of the Company, will continue to be the auditor of the Resulting Issuer.

The transfer agent and registrar for the Resulting Issuer following completion of the Transaction will continue to be Odyssey Trust Company located at 409 Granville St, Vancouver, BC V6C 1T2.

Unaudited Pro Forma Financial Information

Attached as appendix "G" are unaudited pro forma consolidated financial information respecting the Resulting Issuer. These unaudited pro forma consolidated financial statements have been prepared in connection with the completion of the Transaction substantially as set forth in the Amalgamation Agreement. Pursuant to the Amalgamation Agreement, the Company will acquire all of the issued and outstanding Target Shares. The Transaction is expected to close in January 2026.

These unaudited pro forma condensed combined financial statements have been prepared from information derived from, and should be read in conjunction with:

the accompanying notes to the unaudited pro forma financial information;
Target Financial Statements attached as appendix E to this Circular; and
the Company Interim Financial Statements and the continuous disclosures filed by the Company updating the Company's financial information subsequent to September 30, 2025, all as filed under the Company's issuer profile on SEDAR+ at www.sedarplus.ca.

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The pro forma consolidated financial information respecting the Resulting Issuer is presented for informational purposes only. The information is not necessarily indicative of the financial position and results of operations that actually would have been achieved had the Amalgamation occurred as of the dates indicated in the accompanying notes to the unaudited pro forma financial information, nor do they purport to project the future financial position and operating results of the Resulting Issuer.

The pro forma consolidated financial information also does not reflect the costs of any integration activities or cost savings or synergies that may be achieved as a result of the Amalgamation and, accordingly, do not attempt to predict or suggest future results.

D-69

E-1

APPENDIX E

TARGET FINANCIAL STATEMENTS

See attached.

15007887 CANADA CORP.

Financial Statements

Year Ended December 31, 2024 and Period Ended December 31, 2023
(expressed in Canadian dollars)

RSM

INDEPENDENT AUDITOR'S REPORT

To the Shareholders of 15007887 Canada Corp.

Opinion

We have audited the financial statements of 15007887 Canada Corp. (the "Company"), which comprise the statement of financial position as at December 31, 2024 and 2023, and the statements of loss and comprehensive loss, changes in shareholder's deficit and cash flows for the year ended December 31, 2024 and the period from May 9, 2023 to December 31, 2023, and notes to the financial statements, including material accounting policy information.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2024 and 2023, and its financial performance and its cash flows for the year ended December 31, 2024 and the period from May 9, 2023 to December 31, 2023 in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB).

Basis for Opinion

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

Material Uncertainty Related to Going Concern

We draw attention to Note 1(b) in the financial statements, which indicates that the Company incurred a net loss of $652,525 during the year ended December 31, 2024 and, as of that date, the Company's current liabilities exceeded its total assets by $355,946. As stated in Note 1(b), these events or conditions, along with other matters as set forth in Note 1(b), indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

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

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

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

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

THE POWER OF BEING UNDERSTOOD

ASSURANCE | TAX | CONSULTING

RSM Canada LLP is a limited liability partnership that provides public accounting services and is the Canadian member firm of RSM International, a global network of independent assurance, tax and consulting firms. Visit rsmanada.com/aboutus for more information regarding RSM Canada LLP and RSM International.

Auditor's Responsibilities for the Audit of the Financial Statements

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

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

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

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

RSM Canada LLP

Chartered Professional Accountants
Licensed Public Accountants
December 5, 2025
Toronto, Ontario

15007887 CANADA CORP.
Statements of Financial Position
(expressed in Canadian dollars)

As at December 31,	Notes	2024	2023
		$	$
Assets
Current
Cash		18,320	-
Total assets		18,320	-
Liabilities
Current
Accounts payable and accrued liabilities		153,412	86,590
Loans payable	5,9	47,521	40,690
Due to EV Minerals Corporation	6,9	173,333	-
Total liabilities		374,266	127,280
Shareholders' deficit
Share capital	7	423,984	125
Accumulated deficit		(779,930)	(127,405)
Total shareholders' deficit		(355,946)	(127,280)
Total liabilities and shareholders' deficit		18,320	-
Going concern	1
Subsequent events	12

Approved on behalf of the Board:

"Nicholas Konkin"
Director

"Stephen Coates"
Director

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

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15007887 CANADA CORP.

Statements of Loss and Comprehensive Loss
(expressed in Canadian dollars)

Year ended December 31,	Notes	2024	2023*
		$	$
Expenses
Capital market advisory	7,9	398,359	125
Project expenditures	8	164,257	105,553
Professional fees	9	89,734	21,727
General and administrative		175	-
		652,525	127,405
Net loss and comprehensive loss		(652,525)	(127,405)
Loss per common share-basic		(0.04)	(0.01)
Loss per common share-diluted		(0.04)	(0.01)
Weighted average number of common shares-basic		17,032,433	12,500,001
Weighted average number of common shares-diluted		17,032,433	12,500,001

period from incorporation on May 9, 2023 to December 31, 2023

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

15007887 CANADA CORP.

Statements of Changes in Shareholder's Deficit
(expressed in Canadian dollars)

| | Notes | Share capital
Common shares | | Accumulated
deficit | Total |
| --- | --- | --- | --- | --- | --- |
| | | Number | $ | $ | $ |
| Balance, December 31, 2023 | | 12,500,001 | 125 | (127,405) | (127,280) |
| Shares issued to capital market advisors | 7 | 16,117,944 | 398,359 | - | 398,359 |
| Shares issued in private placement | 7 | 250,000 | 25,500 | - | 25,500 |
| Net loss for the year | | - | - | (652,525) | (652,525) |
| Balance, December 31, 2024 | | 28,867,945 | 423,984 | (779,930) | (355,946) |
| | Share capital
Common shares | | Accumulated
deficit | Total |
| --- | --- | --- | --- | --- |
| | Number | $ | $ | $ |
| Balance, May 9, 2023* | 1 | - | - | - |
| Shares issued to founders | 7 | 12,500,000 | 125 | - |
| Net loss for the period | - | - | (127,405) | (127,405) |
| Balance, December 31, 2023 | 12,500,001 | 125 | (127,405) | (127,280) |

date of incorporation

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

15007887 CANADA CORP.

Statements of Cash Flows

(expressed in Canadian dollars)

Year ended December 31,	Notes	2024	2023*
		$	$
Cash (used in) provided by:
Operating activities
Loss for the period		(652,525)	(127,405)
Item not affecting cash
Shares issued to capital market advisors	7	398,359	125
Changes in non-cash operating working capital
Due to EV Minerals Corporation		173,333	-
Accounts payable and accrued liabilities		66,822	86,590
		(14,011)	(40,690)
Financing activities
Proceeds from private placement	7	25,500	-
Proceeds from loans		6,831	40,690
		32,331	40,690
Net change in year		18,320	-
Cash, beginning of year		-	-
Cash, end of year		18,320	-

period from incorporation on May 9, 2023 to December 31, 2023

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

5 | Page

15007887 CANADA CORP.
Notes to the Financial Statements
Year Ended December 31, 2024 and Period Ended December 31, 2023
(expressed in Canadian dollars)

Nature of Operations and Going Concern

(a) Nature of operations

15007887 Canada Corp. (the "Company" or "Chrysalis") was incorporated on May 9, 2023 under the Canada Business Corporations Act with its head office located at 372 Bay Street, Suite 1800, Toronto, Ontario, Canada, M5H 2W9.

Chrysalis is a private company engaged in the exploration and development of copper mineral properties. Chrysalis' sole asset is an option agreement to acquire the Santa Monica Copper Project, located within the Iron-oxide Copper Gold Belt and Atacama Fault System of northern Chile's Antofagasta Region, in an area of several large and long-lived open pit and underground copper operations, in the Tres Puntas Mining District near Tocopilla, Chile.

(b) Going concern

Chrysalis does not yet generate revenue. At December 31, 2024, the Company had a working capital deficit of $355,946 (2023 – $127,280) and for the year ended December 31, 2024, the Company incurred a net loss of $652,525 (period ended December 31, 2023 – $127,405). The working capital deficit limits the Company's ability to fund its operations and the acquisition, exploration and development of its mineral properties.

The continued operation of the Company is dependent upon Chrysalis' ability to secure financing to fund its operations and the acquisition, exploration and development of mineral properties. The Company is actively seeking to raise the necessary financing, however, there can be no assurance that financing will be available. These uncertainties cast significant doubt upon the Company's ability to continue as a going concern.

These financial statements have been prepared on a going concern basis, which assumes that Chrysalis will be able to continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. These financial statements do not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and statement of financial position classifications that would be necessary if the going concern assumption was deemed inappropriate. Such adjustments could be material.

Basis of Presentation

(a) Statement of compliance

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

6 | Page

15007887 CANADA CORP.
Notes to the Financial Statements
Year Ended December 31, 2024 and Period Ended December 31, 2023
(expressed in Canadian dollars)

These financial statements were approved and authorized for issue by the Board of Directors on November 28, 2025.

(b) Basis of measurement

These financial statements have been prepared on a historical cost basis except for financial instruments classified as Fair Value Through Profit or Loss, which are stated at their fair value. In addition, these financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

These financial statements are presented in Canadian dollars, which is the Company's functional and presentation currency.

Material Accounting Policies

The accounting policies set out below have been applied consistently to all periods presented in these financial statements.

(a) Foreign currency translation

The functional and presentation currency of the Company is the Canadian dollar. The functional currency is the currency of the primary economic environment in which the Company operates. Primary and secondary indicators are used to determine the functional currency (primary indicators have priority over secondary indicators).

Transactions in foreign currencies are initially recorded in the functional currency at the exchange rate in effect at the transaction date. Foreign currency transactions are translated into the functional currency, using the exchange rates prevailing at the dates of the transactions (spot exchange rate). Foreign exchange gains and losses resulting from the settlement of such transactions and from the remeasurement of monetary items at year-end exchange rates are recognized as a foreign exchange gain (loss) in the statement of net loss and comprehensive loss. Non-monetary items, which are measured using historical cost in a foreign currency, are translated using the exchange rate at the date of the transaction.

(b) Financial instruments

Financial assets are required to be initially measured at fair value and subsequently classified at amortized cost or fair value on the basis of the Company's business model for managing the financial assets and the contractual cash flow characteristics of the financial assets. The Company's financial assets include cash which is classified at amortized cost.

Financial liabilities including accounts payable and accrued liabilities, loans payable and amounts due to EV Minerals Corporation are initially measured at fair value and subsequently classified as amortized cost.

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15007887 CANADA CORP.
Notes to the Financial Statements
Year Ended December 31, 2024 and Period Ended December 31, 2023
(expressed in Canadian dollars)

A number of the Company's accounting policies and disclosures require the determination of fair value, for both financial and non-financial assets and liabilities. Fair values have been determined for measurement and/or disclosure purposes based on the following methods. When applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.

Classification of fair value of financial instruments

The Company classified the fair value of its financial instruments measured at fair value according to the following hierarchy based on the number of observable inputs used to value the instrument:

Level 1: quoted prices in active markets for identical assets and liabilities;
Level 2: inputs, other than the quoted prices included in Level 1, that are observable for the asset or liability, either directly or indirectly;
Level 3: inputs for the asset or liability that are not based on observable market data.

On initial recognition, the Company determines the classification of financial instruments based on the following categories:

Measured at amortized cost
Measured at fair value through profit or loss (FVTPL)
Measured at fair value through other comprehensive income (FVTOCI)

The classification is based on the business model under which a financial asset is managed and on its contractual cash flow characteristics. Assets held for the collection of contractual cash flows and for which those cash flows correspond solely to principal repayments and interest payments are measured at amortized cost. Contracts with embedded derivatives where the host is a financial instrument in the scope of the standard will be assessed as a whole for classification.

A financial asset is measured at amortized cost if both of the following criteria are met:

Held within a business model whose objective is to hold assets to collect contractual cash flows; and
Contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Financial liabilities are measured at amortized cost unless they must be measured at FVTPL (such as derivatives), or if the Company has chosen to evaluate them at FVTPL.

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15007887 CANADA CORP.
Notes to the Financial Statements
Year Ended December 31, 2024 and Period Ended December 31, 2023
(expressed in Canadian dollars)

The Company has assessed the classification and measurement of its financial instruments as follows:

Financial Instrument	Classification
Cash	Amortized cost
Account payable	Amortized cost
Loans payable	Amortized cost
Due to EV Minerals Corporation	Amortized cost

(d) Exploration and evaluation

Recognition and measurement

The Company expenses exploration and evaluation expenditures as incurred. Expenses charged to exploration properties include acquisition costs of mineral property rights, property option payments and certain exploration and evaluation activities.

Once a project has been established as commercially viable, technically feasible, and the decision to proceed with development has been approved by the Board of Directors, related development expenditures are capitalized. This includes costs incurred in preparing the site for mining operations. Capitalization ceases when the mine is capable of commercial production.

Decommissioning liabilities

The Company's activities may give rise to dismantling, decommissioning and site disturbance remediation activities. A provision is made for the estimated cost of site restoration where necessary. Decommissioning obligations are measured at the present value of management's best estimate of expenditures required to settle the present obligation at the date of the statement of financial position. At December 31, 2024 and 2023, the Company had no decommissioning liabilities.

(e) Share capital

Share capital is classified as equity. Incremental costs directly attributable to the issue of common shares are recognized as a deduction from equity, net of any tax effects.

(f) Income tax

Income tax expense comprises current and deferred taxes. Current tax and deferred tax is recognized in profit or loss except to the extent that it relates to a business combination, or items recognized directly in equity or in other comprehensive income.

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years. Current tax payable also includes any tax liability arising from the declaration of dividends.

Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets

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15007887 CANADA CORP.
Notes to the Financial Statements
Year Ended December 31, 2024 and Period Ended December 31, 2023
(expressed in Canadian dollars)

and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for:

temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss;
temporary differences related to investments in subsidiaries and jointly controlled entities to the extent that it is probable that they will not reverse in the foreseeable future; and
taxable temporary differences arising on the initial recognition of goodwill.

Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date.

A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

(g) Loss per share

The Company presents basic and diluted loss per share data for its common shares. Basic loss per share is calculated by dividing the loss attributable to ordinary shareholders of the Company by the weighted average number of common shares outstanding during the period, adjusted for own shares held. Diluted loss per share is determined by adjusting the loss attributable to common shareholders and the weighted average number of common shares outstanding, adjusted for own shares held, for the effects of all dilutive potential ordinary shares.

(h) Future accounting standard changes

IFRS 18, Presentation and Disclosure in the Financial Statements

On April 9, 2024, the IASB issued IFRS 18 Presentation and Disclosure in the Financial Statements ("IFRS 18") to replace IAS 1. IFRS 18 introduces categories and defined subtotals in the statement of profit or loss, disclosures on management-defined performance measures, and requirements to improve the aggregation and disaggregation of information in the financial statements. As a result of IFRS 18, amendments to IAS 7 Statement of Cash Flows were also issued to require that entities use the operating profit subtotal as the starting point for the indirect method of reporting cash flows from operating activities and to remove presentation alternatives for interest and dividends paid and received. Similarly, amendments to IAS 33 Earnings Per Share were issued to permit disclosures of additional earnings per share figures using any other component of the statement of profit or loss, provided the numerator is a total or subtotal defined under IFRS 18.

IFRS 18 is effective for annual periods beginning on or after January 1, 2027, and is to be applied retrospectively, with early adoption permitted. The Company is currently evaluating the impact of the standard on its financial statements and will apply it from the effective date.

10 | Page

15007887 CANADA CORP.
Notes to the Financial Statements
Year Ended December 31, 2024 and Period Ended December 31, 2023
(expressed in Canadian dollars)

Amendments to IFRS 9, Financial Instruments and IFRS 7, Financial Instruments: Disclosures

On May 30, 2024, the IASB issued narrow scope amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures. The amendments include the clarification of the date of initial recognition or derecognition of financial liabilities, including financial liabilities that are settled in cash using an electronic payment system. The amendments also introduce additional disclosure requirements to enhance transparency regarding investments in equity instruments designed at FVOCI and financial instruments with contingent features.

The amendments are effective for annual periods beginning on or after January 1, 2026, with early adoption permitted. The Company is currently evaluating the impact of the amendments on its financial statements and will apply the amendments from the effective date.

Significant Accounting Judgments and Estimates

The preparation of these financial statements requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. These financial statements include estimates that, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the financial statements and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and future periods if the revision affects both current and future periods. These estimates are based on historical experience, current and future economic conditions and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Significant assumptions about the future that management has made that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:

(a) Title to mineral properties

Although the Company has taken steps to verify title to mineral properties in which it has an interest, these procedures do not guarantee the Company's title. Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects. If the Company does not have title to its mineral properties, there will be adverse consequences to the Company and its business prospects.

(b) Restoration, rehabilitation and environmental obligations

Management determined there are no material restoration, rehabilitation and environmental obligations, based on the facts and circumstances that existed in the current period that would trigger recognition of the provision in accordance with IAS 37, "Provisions, contingent liabilities and contingent assets".

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15007887 CANADA CORP.
Notes to the Financial Statements
Year Ended December 31, 2024 and Period Ended December 31, 2023
(expressed in Canadian dollars)

(c) Going concern
The Company applied judgment in assessing its ability to continue as a going concern for at least 12 months.

(d) Deferred income taxes
Deferred income tax assets and liabilities are measured using enacted or substantively enacted tax rates at the reporting date in effect for the period in which the temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized as part of the provision for income taxes in the period that includes the enactment date. The recognition of deferred income tax assets is based on the assumption that it is probable that taxable profit will be available against which the deductible temporary differences can be utilized.

(e) Share-based payments
The fair value of common shares granted under equity-settled share-based payment arrangements is measured in accordance with IFRS 2 Share-based Payment. When the company acquires goods or services in exchange for common shares, the Company estimates the fair value of the common shares based on the value of the goods or services acquired.

Loans Payable
Loans payable are unsecured, non-interest bearing and have no fixed repayment terms.
Due to EV Minerals Corporation
On October 1, 2024, Chrysalis entered into a binding letter of intent with EV Minerals Corporation ("EVM"), a mineral exploration company trading on the Canadian Securities Exchange under the symbol "EVM", under which EVM will acquire all of the issued and outstanding shares of Chrysalis in a reverse takeover. Subsequent to year end, on August 25, 2025, Chrysalis and EVM signed the final amalgamation agreement, see Note 12. EVM is a related party as it shares a director and officer with the Company.

In connection with the proposed transaction, EVM incurred costs and made payments on behalf of Chrysalis for vendor and option expenses. At December 31, 2024, the total amount payable to EVM is $173,333 (2023 – $nil). The amount is non-interest bearing and will be settled on closing of the proposed transaction.

Share Capital

Authorized
An unlimited number of common shares.

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15007887 CANADA CORP.

Notes to the Financial Statements

Year Ended December 31, 2024 and Period Ended December 31, 2023

(expressed in Canadian dollars)

Private placements of common shares

On May 9, 2023, the Company issued 12,500,001 founder shares to two investors for a total non-cash value of $125 related to market advisory services. The two investors are related parties as they are controlled by a director and officer, see Note 9.

On September 15, 2024, the Company issued 13,667,944 common shares to one investor for non-cash value of $273,359 related to market advisory services. The investor is a related party as it is controlled by a director and officer, see Note 9.

On October 15, 2024, the Company issued 2,450,000 common shares to five investors for non-cash value of $125,000 related to market advisory services. One investor that received $50,000 is a related party as it is controlled by a director and officer, see Note 9.

On November 30, 2024, the Company issued 250,000 common shares to one investor for proceeds of $25,500 in cash.

8. Project Expenditures

Year/period ended	December 31, 2024	December 31, 2023
Cumulative expenditures, beginning of the year/period	105,553	-
Linderos Project
Acquisition costs	-	67,756
Exploration expenditures	3,143	37,538
Santa Monica Copper Project
Acquisition costs	156,587	-
Exploration expenditures	4,527	259
Total expenditures during the year/period	164,257	105,553
Cumulative expenditures, ending of the year/period	269,810	105,553

Santa Monica Copper Project

On April 29, 2024, the Company signed a binding memorandum of understanding to acquire 100% of the outstanding shares in a Chilean company which owns the Santa Monica Copper Project ("Santa Monica"), consisting of claims to a number of properties located within the Iron-oxide Copper Gold Belt and Atacama Fault System of northern Chile's Antofagasta Region, in an area of several large and long lived open pit and underground copper operations, in the Tres Puntas mining district near Tocopilla, Chile.

In order to complete the acquisition of Santa Monica, the Company must make option payments, issue common shares, and incur exploration expenditures as follows, subject to conditions including a

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15007887 CANADA CORP.
Notes to the Financial Statements
Year Ended December 31, 2024 and Period Ended December 31, 2023
(expressed in Canadian dollars)

successful financing and public listing:

(a) First Option. The Company may acquire 51% of Santa Monica by:

Making a payment of US$750,000 in cash, plus a financing fee of US$600,000,
Issuing common shares with a value of US$840,000 (the optionor may elect to receive a promissory note in lieu of common shares, due on settlement of the Second Option), and
Contributing exploration and development work on the property totaling US$3,000,000 over a period of 16 months (Chrysalis may extend the term by 6 months for a US$200,000 fee that is refundable on payment of the Second Option).

(b) Second Option. If the First Option is exercised, the Company will have 30 days to notify the optionor of their intention to acquire a further 19% of Santa Monica by:

Making a payment of US$650,000 in cash,
Issuing common shares with a value of US$620,000 (the optionor may elect to receive a promissory note in lieu of common shares, due on settlement of the Third Option), and
Contributing exploration and development work on the property totaling US$1,250,000 over a period of 12 months (Chrysalis may extend the term by 6 months for a US$200,000 fee that is refundable on payment of the Third Option).

(c) Third Option. If the Second Option is exercised, the Company will have 30 days to notify the optionor of their intention to acquire a further 10% of Santa Monica by:

Making a payment of US$1,100,000 in cash,
Issuing common shares with a value of US$700,000 (the optionor may elect to receive a promissory note in lieu of common shares, due on settlement of the Fourth Option), and
Chrysalis will have 12 months to make the Third Option payments (and may extend the term by 6 months for a US$200,000 fee that is refundable on payment of the Fourth Option).

(d) Fourth Option. If the Third Option is exercised, the Company will have 30 days to notify the optionor of their intention to acquire the remaining 20% of Santa Monica by:

Making a payment of US$5,500,000 in cash,
Granting the optionors a 2% net smelter return royalty ("NSR") on the properties,
Chrysalis will have 12 months to make the Fourth Option payments (and may extend the term by 6 months for a US$200,000 non-refundable fee), and
If the Fourth Option is exercised, Chrysalis will have the right to purchase back 1% NSR for $1,000,000 and the entire 2% NSR for $2,500,000.

Chrysalis agrees to pay the optionor's Canadian legal costs, with fees refunded against the option payments.

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15007887 CANADA CORP.
Notes to the Financial Statements
Year Ended December 31, 2024 and Period Ended December 31, 2023
(expressed in Canadian dollars)

During 2024, the Company paid $155,841 (US$115,000) towards the first option payment.

Subsequent to year end, on July 31, 2025, the Company and the optionor signed the final option agreement, see Note 12. Additional terms include a bonus of up to US$3,000,000 for exceeding mineral resource targets.

Linderos Project

On June 7, 2024, the Company signed a binding memorandum of understanding to acquire a 100% interest in Linderos, a copper property in Chile.

In order to complete the acquisition of Linderos, the Company was required to make option and financing payments and issue common shares as follows, subject to conditions including a successful financing and public listing:

A first cash payment of US$125,000 within 20 days of signing, subject to extension as agreed upon by the parties,
A primary cash payment of US$4,795,000, less the first cash payment above, plus a financing payment of US$1,000,000, and
An equity payment of US$750,000.

During 2023, the Company paid $67,756 (US$50,000) towards the first cash payment. On August 30, 2024, the Company elected to terminate the agreement and no further option payments are planned.

Related Party Transactions

At December 31, 2024, loans payable included $33,897 (2023 – $27,066) owing to Grove Corporate Services, an entity controlled by a director and officer, for vendor and option payments made on the Company's behalf.

At December 31, 2024, Due to EV Minerals Corporation consisted of $173,333 (2023 – $nil) owing to EVM, a company controlled by a director and officer, for vendor payments made on the Company's behalf.

For the year ended December 31, 2024, the Company incurred professional fees totaling $48,630 (2023 – $2,248) on behalf of 13554601 Canada Inc., a company controlled by a director and officer, for legal fees related to the Linderos Project.

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15007887 CANADA CORP.
Notes to the Financial Statements
Year Ended December 31, 2024 and Period Ended December 31, 2023
(expressed in Canadian dollars)

There were no payments made to directors and key management personnel of the Company in either 2023 or 2024.

Financial Risk Management

The Company's activities expose it to a variety of financial risks that arise as a result of its operations and financing activities, including credit risk, liquidity risk and foreign exchange risk.

This note presents information about the Company's exposure to each of the above risks, the Company's objectives, policies and processes for measuring and managing risk, and the Company's management of capital. Further quantitative disclosures are included throughout these financial statements.

The Board of Directors oversees management's establishment and execution of the Company's risk management framework. Management has implemented and monitors compliance with risk management policies. The Company's risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to market conditions and the Company's activities.

(a) Credit risk

Credit risk is the risk of financial loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligations. Credit risk arises from the Company's cash. The Company limits its exposure to credit risk on its cash by holding its cash in deposits with a major Canadian chartered bank.

(b) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting its financial liabilities that are settled in cash or other financial assets. The Company's approach to managing liquidity risk is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities as they come due, other than amounts owing to related parties. The continued operation of the Company is dependent upon the Company's ability to settle its outstanding liabilities and secure equity to identify, evaluate and acquire assets, properties or businesses, meet its existing obligations and fund its operations. At December 31, 2024, the Company had cash of $18,320 (2023 – $nil) to settle current liabilities of $374,266 (2023 – $127,280). The Company's financial liabilities generally have contractual maturities of less than 30 days.

Foreign exchange risk is the risk of financial loss to the Company due to a change in foreign exchange rates. Such exposure arises primarily from exploration expenditures and property option payments that are denominated in US dollars. The Company's liabilities include US dollar amounts consisting of $47,521 (US$35,000) in loan payable and $50,554 (US$37,510) in accounts payable and accrued liabilities. The Company does not use derivative instruments to hedge exposure to foreign exchange rate risk.

(d) Capital management

The capital of the Company consists of share capital. The Company's objective when managing capital is

15007887 CANADA CORP.
Notes to the Financial Statements
Year Ended December 31, 2024 and Period Ended December 31, 2023
(expressed in Canadian dollars)

to safeguard the Company's ability to continue as a going concern so that it can acquire mineral properties for the benefit of its shareholders. The Company manages its capital structure and makes adjustments based on the funds available to the Company in light of changes in economic conditions. The Board of Directors has not established quantitative return on capital criteria for management, but rather relies on the expertise of the Company's management to sustain the future development of the Company. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.

As the Company has no revenue, its principal source of capital is from the issuance of common shares. In order to achieve its objectives, the Company intends to raise additional funds as required.

The Company is not subject to externally imposed capital requirements and there were no changes to the Company's approach to capital management during the year.

11. Income Taxes

(a) Provision for income taxes

The Company's effective income tax rate differs from the amount that would be computed by applying the combined federal and provincial statutory rate of 26.5% (2023 – 26.5%) to the net loss for the year. The reasons for the difference are as follows:

Year/period ended	2024	2023
Loss before income taxes	(652,525)	(127,405)
Expected income tax recovery based on statutory rate	(173,000)	(34,000)
Exploration and evaluation	44,000	28,000
Change in deferred income tax assets not recognized	129,000	6,000
Deferred income taxes	-	-

(b) Deferred income tax balances

The Company's deferred income tax assets are as follows:

As at	December 31, 2024	December 31, 2023
Non-capital loss carry forwards	135,000	6,000
Exploration and evaluation	71,000	28,000
Valuation allowance	(206,000)	(34,000)
	-	-

Due to losses incurred in previous years and expected future operating results, management determined that it is unlikely that the deferred income tax assets will be realized. Accordingly, the deferred income

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15007887 CANADA CORP.
Notes to the Financial Statements
Year Ended December 31, 2024 and Period Ended December 31, 2023
(expressed in Canadian dollars)

tax assets have not been recorded.

The Company’s non-capital loss carryforward totals and expiry dates are as follows:

Year	Amount
2043	22,000
2044	488,000
Total	510,000

Subsequent Events

On June 30, 2025, the Company issued 125,000 common shares to one investor for non-cash value of $12,500 related to market advisory services.

On July 29, 2025, the Company closed a non-brokered private placement of convertible debenture units for aggregate gross proceeds of $351,000. The convertible debenture units are comprised of (i) $350,000 principal amount of secured convertible debentures and (ii) 10 Class A preferred shares at a price of $100 per share. The convertible debentures have no coupon rate and entitle the holder to receive common shares at face value or a cash payment of the principal amount of $350,000, at the holder’s option, on the closing of the Proposed Transaction and equity financing (at a fair market price for common shares to be determined in a concurrent financing (the “Liquidity Event Price”)), see below. If the Proposed Transaction does not close, the convertible debenture is repayable 6 months after issuance. The Class A Shares have a redemption amount equal to (i) if the Proposed Transaction occurs within 12 months of issuance, the amount per share calculated as ((Liquidity Event Price / $0.10) − 1) × $35,000, to a maximum of $52,500; and (ii) after 12 months from the date of issuance, $10 per Class A Share. The holder of the Class A Shares has the right, at their sole discretion, to receive the redemption amount as a combination of cash, common shares and rights to certain royalty payments. The Company has recorded the Class A Shares as a liability classified at fair value and determined the fair value of the liability is $350,000.

On July 30, 2025, the Company closed a non-brokered private placement of convertible debenture units for aggregate gross proceeds of US$150,060. The convertible debenture units are comprised of (i) US$150,000 principal amount of secured convertible debentures and (ii) 6 Class B preferred shares at a price of US$10 per share. The convertible debentures have no coupon rate and entitle the holder to receive common shares at face value converted to Canadian dollars or a cash payment of the principal amount of US$150,000, at the holder’s option, on the closing of the Proposed Transaction and equity financing, see below. If the Proposed Transaction does not close, the convertible debenture is repayable 6 months after issuance. The Class B preferred shares have a redemption amount equal to (i) if the Proposed Transaction occurs within 12 months of issuance, the amount per share calculated as ((Liquidity Event Price / $0.10) − 1) × US$25,000, to a maximum of US$37,500; and (ii) after 12 months from the date of issuance, US$10 per Class B Share. The holder of the Class B Shares has the right, at their sole discretion, to receive the redemption amount as a combination of cash and common shares. The Company has

18 | Page

15007887 CANADA CORP.
Notes to the Financial Statements
Year Ended December 31, 2024 and Period Ended December 31, 2023
(expressed in Canadian dollars)

recorded the Class B shares as a liability classified at fair value and determined the fair value of the liability is $206,548.

On July 31, 2025, the Company and optionors for the Santa Monica Copper Project agreed to terms on the final option agreement. Additional terms include a bonus of up to US$3,000,000 for exceeding mineral resource targets.

On August 25, 2025, Chrysalis entered into an amalgamation agreement (the “Proposed Transaction”) with EVM, under which EVM will acquire all of the issued and outstanding shares of Chrysalis in a reverse takeover. Upon completion of the Proposed Transaction, the securityholders of Chrysalis will hold approximately 63% of the outstanding securities of EVM, prior to a concurrent equity financing. Additional information including a copy of the amalgamation agreement is available on EVM’s SEDAR+ profile at www.sedarplus.ca. One director of EVM is also a director of Chrysalis.

On September 1, 2025, the Company issued 2,941,176 common shares to one investor for non-cash value of $300,000 related to market advisory services.

15007887 CANADA CORP.
Unaudited Condensed Interim Financial Statements
Three and nine months ended September 30, 2025 and 2024
(expressed in Canadian dollars)

Management's Responsibility for Financial Reporting

The accompanying unaudited condensed interim financial statements of 15007887 Canada Corp. (the "Company") are the responsibility of the management and the Board of Directors of the Company.

The unaudited condensed interim financial statements have been prepared by management, on behalf of the Board of Directors, in accordance with the accounting policies disclosed in the notes to the unaudited condensed interim financial statements. Where necessary, management has made informed judgments and estimates in accounting for transactions which were not complete at the statement of financial position date. In the opinion of management, the unaudited condensed interim financial statements have been prepared within acceptable limits of materiality and are in accordance with International Accounting Standard 34 Interim Financial Reporting of International Financial Reporting Standards using accounting policies consistent with International Financial Reporting Standards appropriate in the circumstances.

Management has established systems of internal control over the financial reporting process, which are designed to provide reasonable assurance that relevant and reliable financial information is produced.

The Board of Directors is responsible for reviewing and approving the unaudited condensed interim financial statements together with other financial information of the Company and for ensuring that management fulfills its financial reporting responsibilities. An Audit Committee assists the Board of Directors in fulfilling this responsibility. The Audit Committee meets with management to review the financial reporting process and the financial statements together with other financial information of the Company. The Audit Committee reports its findings to the Board of Directors for its consideration in approving the financial statements together with other financial information of the Company for issuance to the shareholders.

Management recognizes its responsibility for conducting the Company's affairs in compliance with established financial standards, and applicable laws and regulations, and for maintaining proper standards of conduct for its activities.

"Nicholas Konkin" (signed)
Chief Executive Officer

"Alex Pekurar" (signed)
Chief Financial Officer

1 | Page

15007887 CANADA CORP.
Condensed Interim Statements of Financial Position
(expressed in Canadian dollars)

	Notes	September 30, 2025	December 31, 2024
		$	$
Assets
Current
Cash		102,256	18,320
Prepaid expenses		1,695	-
Due from EV Minerals Corporation	6,11	25,847	-
Total assets		129,798	18,320
Liabilities
Current
Accounts payable and accrued liabilities		216,162	153,412
Loans payable	5,11	47,521	47,521
Due to EV Minerals Corporation	6,11	-	173,333
Convertible debentures	7	536,765	-
Preferred shares	8	556,549	-
Total liabilities		1,356,997	374,266
Shareholders' deficit
Share capital	9	736,484	423,984
Accumulated deficit		(1,963,683)	(779,930)
Total shareholders' deficit		(1,227,199)	(355,946)
Total liabilities and shareholders' deficit		129,798	18,320
Going concern	1

Approved on behalf of the Board:

"Nicholas Konkin"
Director

"Stephen Coates"
Director

The accompanying notes form an integral part of these condensed interim financial statements.

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15007887 CANADA CORP.

Condensed Interim Statements of Loss and Comprehensive Loss
(expressed in Canadian dollars)

		Three months		Nine months
Period ended September 30,	Notes	2025	2024	2025	2024
		$	$	$	$
Expenses
Capital market advisory	9	300,000	273,359	312,500	273,359
Project expenditures	10	222,174	159,212	227,988	164,257
Professional fees		17,232	10,356	42,078	62,093
Consulting fees	11	52,708	-	62,878	-
General and administrative		2,306	-	2,307	129
Convertible debentures accretion	7	14,916	-	14,916	-
Fair value adjustment for preferred shares	8	520,766	-	520,766	-
Foreign exchange loss		320	-	320	-
		1,130,422	442,927	1,183,753	499,838
Net loss and comprehensive loss		(1,130,422)	(442,927)	(1,183,753)	(499,838)
Loss per common share-basic		(0.04)	(0.03)	(0.04)	(0.04)
Loss per common share-diluted		(0.04)	(0.03)	(0.04)	(0.04)
Weighted average number of common shares-basic		29,920,055	14,728,470	29,222,502	13,248,246
Weighted average number of common shares-diluted		29,920,055	14,728,470	29,222,502	13,248,246

The accompanying notes form an integral part of these condensed interim financial statements.

15007887 CANADA CORP.
Condensed Interim Statements of Changes in Shareholder's Deficit (expressed in Canadian dollars)

| | Notes | Share capital
Common shares | | Accumulated
deficit | Total |
| --- | --- | --- | --- | --- | --- |
| | | Number | $ | $ | $ |
| Balance, December 31, 2024 | | 28,867,945 | 423,984 | (779,930) | (355,946) |
| Shares issued to capital market advisors | 9 | 3,066,176 | 312,500 | - | 312,500 |
| Net loss for the period | | - | - | (1,183,753) | (1,183,753) |
| Balance, September 30, 2025 | | 31,934,121 | 736,484 | (1,963,683) | (1,227,199) |
| | Share capital
Common shares | | Accumulated
deficit | Total |
| --- | --- | --- | --- | --- |
| | Number | $ | $ | $ |
| Balance, December 31, 2023 | 12,500,001 | 125 | (107,926) | (107,801) |
| Shares issued to capital market advisors | 13,667,944 | 273,359 | - | 273,359 |
| Net income for the period | - | - | (499,838) | (499,838) |
| Balance, September 30, 2024 | 26,167,945 | 273,484 | (607,764) | (334,280) |

The accompanying notes form an integral part of these condensed interim financial statements.

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15007887 CANADA CORP.

Condensed Interim Statements of Cash Flows
(expressed in Canadian dollars)

Period ended September 30,	Notes	2025	2024
		$	$
Cash (used in) provided by:
Operating activities
Loss for the period		(1,183,753)	(499,838)
Item not affecting cash
Shares issued to capital market advisors	9	312,500	273,359
Convertible debentures accretion	7	14,916	-
Fair value adjustment for preferred shares	8	520,766	-
Changes in non-cash operating working capital
Prepaid expenses		(1,695)	-
Due to/from EV Minerals Corporation		(199,180)	173,333
Accounts payable and accrued liabilities		62,750	46,315
		(473,696)	(6,831)
Financing activities
Proceeds from convertible debentures	7	556,549	-
Proceeds from preferred share private placement	8	1,083	-
Net loan proceeds		-	6,831
		557,632	6,831
Net change in period		83,936	-
Cash, beginning of period		18,320	-
Cash, end of period		102,256	-

The accompanying notes form an integral part of these condensed interim financial statements.

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15007887 CANADA CORP.
Notes to the Condensed Interim Financial Statements
Periods Ended September 30, 2025 and 2024 (expressed in Canadian dollars)

Nature of Operations and Going Concern

(a) Nature of operations

15007887 Canada Corp. (the "Company" or "Chrysalis") was incorporated on May 9, 2023, under the Canada Business Corporations Act with its head office located at 372 Bay Street, Suite 1800, Toronto, Ontario, Canada, M5H 2W9.

Chrysalis is a private company engaged in the exploration and development of copper mineral properties near Tocopilla, Chile.

On August 25, 2025, Chrysalis entered into an amalgamation agreement (the "Proposed Transaction") with EV Minerals Corporation ("EVM"), a public mineral exploration company trading on the Canadian Securities Exchange under the symbol "EVM", to acquire all of the issued and outstanding shares of the Company. Upon completion of the Proposed Transaction, the securityholders of Chrysalis will hold approximately 63% of the outstanding securities of EVM. Additional information including a copy of the amalgamation agreement is available on EVM's SEDAR+ profile at www.sedarplus.ca. One director of EVM is also a director of Chrysalis. There can be no assurance that this transaction will close as described or at all.

(b) Going concern

Chrysalis is a mineral exploration company which does not yet generate revenue. At September 30, 2025, the Company had a working capital deficit of $1,227,199 (December 31, 2024 – $355,946) and for the three and nine months ended September 30, 2025, the Company incurred a net loss of $1,130,422 and $1,183,753 (2024 – $442,927 and $499,838). The working capital deficit limits the Company's ability to fund its operations and the acquisition, exploration and development of its mineral properties.

These interim financial statements have been prepared on a going concern basis, which assumes that Chrysalis will be able to continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. These interim financial statements do not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and statement of financial position classifications that would be necessary if the going concern assumption was deemed inappropriate. Such adjustments could be material.

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15007887 CANADA CORP.
Notes to the Condensed Interim Financial Statements
Periods Ended September 30, 2025 and 2024 (expressed in Canadian dollars)

Basis of Presentation

(a) Statement of compliance

These unaudited condensed interim financial statements ("interim financial statements") have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting, using accounting policies consistent with International Financial Reporting Standards ("IFRS") and its interpretations adopted by the International Accounting Standards Board.

The notes presented in these interim financial statements include only material transactions and changes occurring for the nine months since the December 31, 2024 year end, do not include all disclosures normally included in annual financial statements prepared in accordance with IFRS and should be read in conjunction with the Company's annual financial statements for the year ended December 31, 2024.

These interim financial statements were approved and authorized for issue by the Board of Directors on November 27, 2025.

(b) Basis of measurement

These interim financial statements have been prepared on the historical cost basis except for financial instruments classified as Fair Value Through Profit or Loss, which are stated at their fair value. In addition, these interim financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

These interim financial statements are presented in Canadian dollars, which is the Company's functional and presentation currency.

Material Accounting Policies

The accounting policies used in these interim financial statements are consistent with those disclosed in the Company's financial statements for the year ended December 31, 2024. The Company has reviewed the accounting standards or amendments to existing accounting standards that have been issued but have future effective dates and determined that these are either not applicable or are not expected to have a material impact on the Company's financial statements.

Significant Accounting Judgments and Estimates

The estimates, judgments and assumptions used in these interim financial statements are consistent with those disclosed in the Company's financial statements for the year ended December 31, 2024, with the following addition:

Convertible debentures and preferred shares

Convertible debentures and preferred shares that may be settled in the entity's own equity instruments are accounted for in accordance with their substance and are presented in their component parts of debt

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15007887 CANADA CORP.
Notes to the Condensed Interim Financial Statements
Periods Ended September 30, 2025 and 2024 (expressed in Canadian dollars)

and equity. The Company estimates the fair value of each component. Similar instruments may have certain features that, while similar, may differ, such as the term, amount, security, and credit risk, and therefore the Company is required to make significant estimates in determining an appropriate discount rate and fair value.

Loans Payable

Loans payable are unsecured, non-interest bearing and have no fixed repayment terms.

Due to/from EV Minerals Corporation

On August 25, 2025, Chrysalis entered into an amalgamation agreement with EV Minerals Corporation ("EVM"), a mineral exploration company trading on the Canadian Securities Exchange under the symbol "EVM", under which EVM will acquire all of the issued and outstanding shares of Chrysalis in a reverse takeover.

In connection with the proposed transaction, Chrysalis and EVM incurred costs and made payments on each other's behalf for vendor and option expenses. At September 30, 2025, the total amount payable to Chrysalis is $25,847 (December 31, 2024 – $173,333 payable to EVM). The amount is non-interest bearing and will be settled on closing of the proposed transaction. One director of EVM is also a director of Chrysalis.

Convertible Debentures

On July 29, 2025, Chrysalis closed a non-brokered private placement of a convertible debenture with a face value of $350,000 and 10 Class A preferred shares at a price of $100 per share for aggregate gross proceeds of $351,000. The debenture does not have a coupon rate and converts into common shares of EVM subject to the Proposed Transaction in Note 1 above at a fair market price for common shares to be determined in a concurrent financing (the "Liquidity Event Price"). If the Proposed Transaction does not close, the convertible debenture is repayable 6 months after issuance. Since the conversion terms would not result in issuance of a fixed number of shares, the conversion feature is a derivative liability with no equity portion. However, as the conversion price is set at the conversion date market share price, this derivative liability has no value.

The Company determined the fair value of this convertible debenture was $328,168 using a discounted cash flow model. The difference between the fair value and the face value will be recognized as accretion expense over the life of the debenture. The company recorded an accretion expense of $9,164 for the period ended September 30, 2025 (2024 – $nil).

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15007887 CANADA CORP.
Notes to the Condensed Interim Financial Statements
Periods Ended September 30, 2025 and 2024 (expressed in Canadian dollars)

If the Proposed Transaction does not close, the convertible debenture is repayable 6 months after issuance. Since the conversion terms would not result in issuance of a fixed number of shares, the conversion feature is a derivative liability with no equity portion. However, as the conversion price is set at the conversion date market share price, this derivative liability has no value.

The Company determined the fair value of this convertible debenture was $193,681 using a discounted cash flow model. The difference between the fair value and the face value will be recognized as accretion expense over the life of the debenture. The company recorded an accretion expense of $5,752 for the period ended September 30, 2025 (2024 – $nil).

Preferred Shares

Authorized
10 Class A preferred shares and 6 Class B preferred shares.

Private placements of preferred shares
On July 29, 2025, the Company issued 10 Class A preferred shares (“Class A Shares”) at a price of $100 per share. The Class A Shares have a redemption amount equal to (i) if the Proposed Transaction occurs within 12 months of issuance, the amount per share calculated as ((Liquidity Event Price / $0.10) – 1) x $35,000, to a maximum of $52,500; and (ii) after 12 months from the date of issuance, $10 per Class A Share. The holder of the Class A Shares has the right, at their sole discretion, to receive the redemption amount as a combination of cash, common shares and rights to certain royalty payments.

The Company has recorded the Class A Shares as a liability classified at fair value and determined the fair value of the liability is $350,000. The Company recorded a fair value adjustment of $349,000 on recognition.

On July 30, 2025, the Company issued 6 Class B preferred shares (“Class B Shares”) at a price of US$10 per share. The Class B Shares have a redemption amount equal to (i) if the Proposed Transaction occurs within 12 months of issuance, the amount per share calculated as ((Liquidity Event Price / $0.10) – 1) x US$25,000, to a maximum of US$37,500; and (ii) after 12 months from the date of issuance, US$10 per Class B Share. The holder of the Class B Shares has the right, at their sole discretion, to receive the redemption amount as a combination of cash and common shares.

The Company has recorded the Class B shares as a liability classified at fair value and determined the fair value of the liability is $206,548. The company recorded a fair value adjustment of $206,466 on recognition.

Share Capital

Authorized
An unlimited number of common shares.

10 | Page

15007887 CANADA CORP.

Notes to the Condensed Interim Financial Statements

Periods Ended September 30, 2025 and 2024 (expressed in Canadian dollars)

Private placements of common shares

On June 30, 2025, the Company issued 125,000 common shares to one investor for non-cash value of $12,500 related to market advisory services.

On September 1, 2025, the Company issued 2,941,176 common shares to one investor for non-cash value of $300,000 related to market advisory services. The investor is a related party as it is controlled by a director, see Note 11.

10. Project Expenditures

As at	September 30, 2025
Cumulative expenditures, beginning of the period	$ 269,064
Santa Monica Project
Acquisition costs	206,631
Exploration expenditures	17,985
Linderos Project
Acquisition costs	-
Exploration expenditures	3,372
Total expenditures during the period	227,988
Cumulative expenditures, ending of the period	$ 497,052

Santa Monica Copper Project

In order to complete the acquisition of Santa Monica, the Company must make option payments, issue common shares, and incur exploration expenditures as follows, subject to conditions including a successful financing and public listing:

(a) First Option. The Company may acquire 51% of Santa Monica by:

Making a payment of US$750,000 in cash, plus a financing fee of US$600,000,
Issuing common shares with a value of US$840,000 (the optionor may elect to receive a promissory note in lieu of common shares, due on settlement of the Second Option), and
Contributing exploration and development work on the property totaling US$3,000,000 over a period of 16 months (Chrysalis may extend the term by 6 months for a US$200,000 fee that is

11 | Page

15007887 CANADA CORP.
Notes to the Condensed Interim Financial Statements
Periods Ended September 30, 2025 and 2024 (expressed in Canadian dollars)

refundable on payment of the Second Option).

(b) Second Option. If the First Option is exercised, the Company will have 30 days to notify the optionor of their intention to acquire a further 19% of Santa Monica by:

Making a payment of US$650,000 in cash,
Issuing common shares with a value of US$620,000 (the optionor may elect to receive a promissory note in lieu of common shares, due on settlement of the Third Option), and
Contributing exploration and development work on the property totaling US$1,250,000 over a period of 12 months (Chrysalis may extend the term by 6 months for a US$200,000 fee that is refundable on payment of the Third Option).

(c) Third Option. If the Second Option is exercised, the Company will have 30 days to notify the optionor of their intention to acquire a further 10% of Santa Monica by:

Making a payment of US$1,100,000 in cash,
Issuing common shares with a value of US$700,000 (the optionor may elect to receive a promissory note in lieu of common shares, due on settlement of the Fourth Option), and
Chrysalis will have 12 months to make the Third Option payments (and may extend the term by 6 months for a US$200,000 fee that is refundable on payment of the Fourth Option).

(d) Fourth Option. If the Third Option is exercised, the Company will have 30 days to notify the optionor of their intention to acquire the remaining 20% of Santa Monica by:

Making a payment of US$5,500,000 in cash,
Granting the optionors a 2% net smelter return royalty ("NSR") on the properties,
Chrysalis will have 12 months to make the Fourth Option payments (and may extend the term by 6 months for a US$200,000 non-refundable fee), and
If the Fourth Option is exercised, Chrysalis will have the right to purchase back 1% NSR for $1,000,000 and the entire 2% NSR for $2,500,000.

Chrysalis agrees to pay the optionor's Canadian legal costs, with fees refunded against the option payments.

On July 31, 2025, the Company and optionors agreed to terms on the final option agreement. Additional terms include a bonus of up to US$3,000,000 for exceeding mineral resource targets.

As of September 30, 2025, the Company has paid $363,218 (US$265,000) towards the first option payment and a total of $39,318 to contractors to evaluate the property claims.

Related Party Transactions

Related parties include members of the Board of Directors, key management personnel, and any

12 | Page

15007887 CANADA CORP.
Notes to the Condensed Interim Financial Statements
Periods Ended September 30, 2025 and 2024 (expressed in Canadian dollars)

companies controlled by these individuals. Key management personnel comprise of the Chief Executive Officer and the Chief Financial Officer.

The transactions noted below are in the normal course of business and are approved by the Board of Directors in adherence to conflict-of-interest laws and regulations.

Consulting fees include amounts paid to Grove Corporate Services Ltd ("Grove"), a private company that provides bookkeeping and office administration services. One director and one officer of the Company also control Grove.

During the nine months ended September 30, 2025, the Company incurred $10,170 (2024 – $nil) in Grove fees, which are included in consulting fees and in accounts payable. At September 30, 2025, loans payable included $33,897 (December 31, 2024 – $33,897) owing to Grove.

Consulting fees also include amounts paid in the nine months ended September 30, 2025 to an officer and director totaling $25,000 (2024 – $nil).

At September 30, 2025, amounts due from EVM, a company controlled by a director and officer, totaled $25,847 (December 31, 2024 – $173,333 payable to EVM), for vendor payments made on the Company's behalf.

Capital market advisory fees include $300,000 (2024 – $nil) in common shares issued to Toro Dorado Minerals Inc., an entity controlled by a director, for advisory fees related to the Company's projects.

F-1
APPENDIX F
TARGET MD&A

15007887 CANADA CORP. Management's Discussion and Analysis

Introduction

This Management's Discussion and Analysis ("MD&A") provides discussion and analysis of the financial condition and results of operations of 15007887 Canada Corp. (the "Company" or "Chrysalis") for the three and twelve months ended December 31, 2024 and 2023, including other pertinent events up to and including December 5, 2025. The following information should be read in conjunction with the audited financial statements and the accompanying notes for the years ended December 31, 2024 and 2023. Amounts are reported in Canadian dollars unless otherwise noted.

Forward-Looking Statements

This MD&A may contain, without limitation, statements concerning possible or assumed future operations, performance or results preceded by, followed by or that include words such as "believes", "expects", "potential", "anticipates", "estimates", "intends", "plans" and words of similar connotation, which would constitute forward-looking statements. Forward-looking statements are not guarantees. The reader should not place undue reliance on forward-looking statements and information because they involve risks and uncertainties that may cause actual operations, performance or results to be materially different from those indicated in these forward-looking statements. The Company is under no obligation to update any forward-looking statements contained herein should material facts change due to new information, future events or other factors. These cautionary statements expressly qualify all forward-looking statements in this MD&A.

1.0 DESCRIPTION OF THE BUSINESS AND ACTIVITY

15007887 Canada Corp. is a private company engaged in the exploration and development of copper mineral properties. Chrysalis' sole asset is an option agreement to acquire the Santa Monica Copper Project, located within the Iron-oxide Copper Gold Belt and Atacama Fault System of northern Chile's Antofagasta Region, in an area of several large and long-lived open pit and underground copper operations, in the Tres Puntas Mining District near Tocopilla, Chile.

Chrysalis was incorporated on May 9, 2023 under the Canada Business Corporations Act with its head office located at 372 Bay Street, Suite 1800, Toronto, Ontario, M5H 2W9.

Chrysalis does not yet generate revenue. At December 31, 2024, the Company had a working capital deficit of $355,946 (2023 - $127,280) and for the year ended December 31, 2024, the Company incurred a net loss of $652,525 (period ended December 31, 2023 - $127,405). The working capital deficit limits the Company's ability to fund its operations and the acquisition, exploration and development of its mineral properties.

Directors and officers of the Company are as follows: Nicholas Konkin, Chief Executive Officer and Director; Stephen Coates, Director; Alex Pekurar, Chief Financial Officer; and Catherine Beckett, Corporate Secretary.

15007887 Canada Corp. MD&A – For the three and twelve months ended December 31, 2024 and 2023

2.0 HIGHLIGHTS

Technical Highlights

On April 29, 2024, the Company signed a binding memorandum of understanding to acquire 100% of the outstanding shares in a Chilean company which owns a 100% interest in certain mining claims located in the Tres Puntas Mining District near Tocopilla, Chile (the “Santa Monica Copper Project”).
On July 31, 2025, the Company and optionors agreed to terms on the final option agreement. Additional terms include a bonus of up to US$3,000,000 for exceeding mineral resource targets.
On September 18, 2025, the Company issued a 43-101 Technical Report for the Santa Monica Copper Project. The report concludes that, based on the project’s favourable location within the prolific Chilean Coastal Belt, the lack of historical mineral exploration in the region and on the Property, and the grade and quantity of copper mineralization discovered to date, the Santa Monica Copper Project presents and excellent exploration, development and small-scale mining opportunity in northern Chile. The characteristics of copper mineralization (oxide and sulphide) discovered to date are of sufficient merit to justify advancing the project.

Corporate Highlights

On October 1, 2024, the Company entered into a binding letter of intent with EV Minerals Corporation (“EVM”), a mineral exploration company trading on the Canadian Securities Exchange (“CSE”), under which EVM will acquire all of the issued and outstanding shares of Chrysalis in a reverse takeover (the "Proposed Transaction"). One director of EVM is also a director of Chrysalis.
On November 30, 2024, the Company closed a non-brokered private placement through the issuance of 250,000 common shares to one investor for proceeds of $25,500.
On July 29, 2025, the Company closed a non-brokered private placement of a convertible debenture with a face value of $350,000 and 10 Class A preferred shares at a price of $100 per share for aggregate gross proceeds of $351,000.
On July 30, 2025, the Company closed a non-brokered private placement of a convertible debenture with a face value of US$150,000 and six Class B preferred shares at a price of US$10 per share for aggregate gross proceeds of $206,631 (US$150,060).
On August 25, 2025, the Company entered into an amalgamation agreement for the Proposed Transaction. Upon completion of the Proposed Transaction, the securityholders of Chrysalis will hold approximately 63% of the outstanding securities of EVM. Additional information including a copy of the amalgamation agreement is available on EVM’s SEDAR+ profile at www.sedarplus.ca.

15007887 Canada Corp. MD&A – For the three and twelve months ended December 31, 2024 and 2023

3.0 OVERALL PERFORMANCE

Exploration and Evaluation

Year/period ended	December 31, 2024	December 31, 2023
Cumulative expenditures, beginning of the year/period	105,553	-
Linderos Project
Acquisition costs	-	67,756
Exploration expenditures	3,143	37,538
Santa Monica Copper Project
Acquisition costs	156,587	-
Exploration expenditures	4,527	259
Total expenditures during the year/period	164,257	105,553
Cumulative expenditures, ending of the year/period	269,810	105,553

Linderos Option Agreement

On June 7, 2024, the Company signed a binding memorandum of understanding to acquire a 100% interest in Linderos, a copper property in Chile.

A first cash payment of US$125,000 within 20 days of signing, subject to extension as agreed upon by the parties,
A primary cash payment of US$4,795,000, less the first cash payment above, plus a financing payment of US$1,000,000, and
An equity payment of US$750,000.

During 2023, the Company paid $67,756 (US$50,000) towards the first cash payment and incurred fees to evaluate the mineral claims. Chrysalis was unsuccessful in obtaining financing for the project and on August 30, 2024 the Company elected not to terminate the agreement and no further option payments are planned.

Santa Monica Option Agreement

(a) First Option. The Company may acquire 51% of Santa Monica by:

Making a payment of US$750,000 in cash, plus a financing fee of US$600,000,
Issuing common shares with a value of US$840,000 (the optionor may elect to receive a promissory note in lieu of common shares, due on settlement of the Second Option), and
Contributing exploration and development work on the property totaling US$3,000,000 over a period of 16 months (Chrysalis may extend the term by 6 months for a US$200,000 fee that is refundable on payment of the Second Option).

(b) Second Option. If the First Option is exercised, the Company will have 30 days to notify the optionor of their intention to acquire a further 19% of Santa Monica by:

Making a payment of US$650,000 in cash,
Issuing common shares with a value of US$620,000 (the optionor may elect to receive a promissory note in lieu of common shares, due on settlement of the Third Option), and
Contributing exploration and development work on the property totaling US$1,250,000 over a period of 12 months (Chrysalis may extend the term by 6 months for a US$200,000 fee that is refundable on payment of the Third Option).

(c) Third Option. If the Second Option is exercised, the Company will have 30 days to notify the optionor of their intention to acquire a further 10% of Santa Monica by:

Making a payment of US$1,100,000 in cash,
Issuing common shares with a value of US$700,000 (the optionor may elect to receive a promissory note in lieu of common shares, due on settlement of the Fourth Option), and
Chrysalis will have 12 months to make the Third Option payments (and may extend the term by 6 months for a US$200,000 fee that is refundable on payment of the Fourth Option).

(d) Fourth Option. If the Third Option is exercised, the Company will have 30 days to notify the optionor of their intention to acquire the remaining 20% of Santa Monica by:

Making a payment of US$5,500,000 in cash,
Granting the optionors a 2% net smelter return royalty ("NSR") on the properties,
Chrysalis will have 12 months to make the Fourth Option payments (and may extend the term by 6 months for a US$200,000 non-refundable fee), and
If the Fourth Option is exercised, Chrysalis will have the right to purchase back 1% NSR for $1,000,000 and the entire 2% NSR for $2,500,000.

Chrysalis agrees to pay the optionor's Canadian legal costs, with fees refunded against the option payments.

On July 31, 2025, the Company and optionors agreed to terms on the final option agreement. Additional terms include a bonus of up to US$3,000,000 for exceeding mineral resource targets.

During 2024, the Company paid $155,841 (US$115,000) towards the first option payment of US$750,000 and in July 2025 the company paid an additional $206,631 (US$150,000). The remaining US$485,000 for the first option payment is expected to be paid on closing of the Proposed Transaction.

15007887 Canada Corp. MD&A – For the three and twelve months ended December 31, 2024 and 2023

Santa Monica Copper Project

The Santa Monica Copper Project (the "Project") is located within the Iron-oxide Copper Gold Belt and Atacama Fault System of northern Chile's Antofagasta Region and in an area of several large and long-lived open pit and underground copper operations, near Tocopilla, Chile.

The Project is about 3,500 hectares and includes three small-scale, past-producing copper oxide and copper sulphide mines, with historical resources and exploration targets totalling approximately 4.7 million tonnes grading 4.05% Cu (oxide and sulphide copper) at the Santa Monica Mine. The estimates for historical resources and exploration targets were completed by the Project vendors as internal resources for use in mine development, mining and exploration and do not comply with the requirements of NI 43-101. A Qualified Person (as defined in NI 43-101) has not completed sufficient work to classify these historical mineral resources as current mineral resources and the Company is not treating the historical resources as current.

The Santa Monica Mine has operated as a fully permitted mine for copper production under Chile's "small-miner" legislation, as recently as 2023, and with simple steps can be re-started for copper production. The Project was recently approved for a 5,000 tonne per month sulphide flotation plant with approval of a tailings storage facility to follow soon. This positions the Project as an advanced exploration and near-term development asset with potential copper oxide and copper sulphide tonnage upside across the Project package.

The land package being acquired covers a sizable portion of the Tocopilla Mining Camp, which was one of the largest copper producing areas in Chile in the early 20th Century. Recently, small-scale mining on the Project and in the area have exploited the readily accessible copper oxide deposits, but underlying copper sulphide mineralization, near surface and at depth beneath the copper oxide deposits, exists throughout the camp, remaining largely untouched and undeveloped. This copper sulphide availability creates an immense opportunity for resource upside through development work, and a further opportunity for discovery of deposits suitable for large-scale open pit and efficient underground mining.

Project Highlights:

Location - 40 km east of the port City of Tocopilla in a historical mining region.
Low elevation – in the Coastal Range, with easy access to site and close to infrastructure.
3,490 hectares Project, including 3 recently past-producing mines:
Santa Monica (permits in hand)
Condor
Katherine
Permitted for sulphide flotation plant (5,000 tonnes per month) and soon for Tailings Storage Facility.
Excellent historical resources with immense Cu-Oxide and Cu-sulphide exploration potential.
Located about 10 km west of the ENAMI (Chilean Government) heap leach processing plant which is mandated to accept copper oxide ore.
IOCG-Manto Belt and Historical Mining District – super-pit territory in region including the Michilla (50 km south) and Antucoya (60 km south) mines, among others.

15007887 Canada Corp. MD&A – For the three and twelve months ended December 31, 2024 and 2023

On September 18, 2025 the Company issued a 43-101 Technical Report for the Project to support the Proposed Transaction. The report includes historical mineral resource estimates prepared by the vendor, however, while promising, the estimates should not be relied upon as the Company has not done sufficient work to classify the current mineral resources. The report concludes that, based on the Project's favourable location within the prolific Chilean Coastal Belt, the lack of historical mineral exploration in the region and on the Project, and the grade and quantity of copper mineralization discovered to date, the Santa Monica Copper Project presents and excellent exploration, development and small-scale mining opportunity in northern Chile. The characteristics of copper mineralization (oxide and sulphide) discovered to date are of sufficient merit to justify advancing the Project, beginning with a recommended work program.

4.0 RESULTS OF OPERATIONS

Summary of Annual Results

The following are selected financial results for the two most recent annual periods (note that the Company was incorporated on May 9, 2023 and therefore the 2023 totals are for a partial period):

As at	December 31,	December 31,
	2024	2023
	$	$
Total current assets	18,320	-
Total liabilities	374,266	127,280
Share capital	423,984	125
Accumulated deficit	(779,930)	(127,405)

Summary of Quarterly Results

The following are selected financial results for the eight most recent quarterly periods:

For the periods ended:	December 31, September 30,		June 30,	March 31,
	2024	2024
Net loss for the period	(152,687)	(442,927)	(13,457)	(43,454)
Net loss per common share, basic	(0.01)	(0.03)	(0.00)	(0.00)
Net loss per common share, diluted	(0.01)	(0.03)	(0.00)	(0.00)
For the periods ended:	December 31, September 30,		June 30,	March 31,
---	---	---	---	---
	2023	2023
Net loss for the period	(21,727)	(40,690)	(64,988)	N/A
Net loss per common share, basic	(0.00)	(0.00)	(0.01)	N/A
Net loss per common share, diluted	(0.00)	(0.00)	(0.01)	N/A

15007887 Canada Corp. MD&A – For the three and twelve months ended December 31, 2024 and 2023

Three Months Ended December 31, 2024 vs 2023

	2024	2023
	$	$
Expenses
Capital market advisory	125,000	-
Project expenditures	-	-
Professional fees	27,641	21,727
General and administrative	46	-
	152,687	21,727

The net loss for the three months ended December 31, 2024 and 2023 consisted mainly of legal fees and consulting fees related to capital market advisory services for financing the mineral exploration projects. The change over the prior year comparative period reflects the following:

a) Increase in capital market advisory expenses for common shares issued to five consultants to assist with financing the Santa Monica Copper Project. While there are no agreements for ongoing fees or future commitments related to advisory services, the Company expects to incur additional capital market advisory costs in the future to finance its projects.

Twelve Months Ended December 31, 2024 vs Period from May 9, 2023 to December 31, 2023

	2024	2023*
	$	$
Expenses
Capital market advisory	398,359	125
Project expenditures	164,257	105,553
Professional fees	89,734	21,727
General and administrative	175	-
	652,525	127,405

The change over the prior comparative period reflects the following:

a) Increase in capital market advisory expenses for common shares issued to capital market advisors to assist with financing the Santa Monica Copper Project. While there are no agreements for ongoing fees or future commitments related to advisory services, the Company expects to incur additional capital market advisory costs in the future to finance its projects.
b) The 2024 project expenditures include option payments of US$115,000 on the Santa Monica Copper Project, see Exploration and Evaluation above. The Company expects project expenditures to increase significantly on closing of the Proposed Transaction with EVM in accordance with the Santa Monica

15007887 Canada Corp. MD&A – For the three and twelve months ended December 31, 2024 and 2023

Option Agreement. The 2023 project expenditures consisted mainly of a US$50,000 option payment made for the Linderos Project.

c) In 2023 professional fees consisted of legal expenses related to the Company's projects. In 2024 professional fees include additional legal and audit expenses related to the Proposed Transaction. The Company expects professional fees to increase on closing of the Proposed Transaction.

5.0 LIQUIDITY AND CAPITAL RESOURCES

Private Placements of Common Shares

On November 30, 2024, the Company issued 250,000 common shares to one investor for proceeds of $25,500 in cash.

On June 30, 2025, the Company issued 125,000 common shares to one investor for non-cash value of $12,500 related to market advisory services.

Private Placements of Preferred Shares

15007887 Canada Corp. MD&A – For the three and twelve months ended December 31, 2024 and 2023

holder of the Class A Shares has the right, at their sole discretion, to receive the redemption amount as a combination of cash, common shares and rights to certain royalty payments.

Private Placements of Convertible Debentures

On July 29, 2025, Chrysalis closed a non-brokered private placement of a convertible debenture with a face value of $350,000 and 10 Class A preferred shares at a price of $100 per share for aggregate gross proceeds of $351,000. The debenture does not have a coupon rate and converts into common shares of EVM subject to the Proposed Transaction in Note 1 above at a fair market price for common shares to be determined in a concurrent financing (the “Liquidity Event Price”). If the Proposed Transaction does not close, the convertible debenture is repayable 6 months after issuance. Since the conversion terms would not result in issuance of a fixed number of shares, the conversion feature is a derivative liability with no equity portion. However, as the conversion price is set at the conversion date market share price, this derivative liability has no value.

On July 30, 2025, Chrysalis closed a non-brokered private placement of a convertible debenture with a face value of US$150,000 and six Class B preferred shares at a price of US$10 per share for aggregate gross proceeds of $206,631 (US$150,060). The debenture does not have a coupon rate and converts into common shares of EVM subject to the Proposed Transaction in Note 1 above at the Liquidity Event Price. If the Proposed Transaction does not close, the convertible debenture is repayable 6 months after issuance. Since the conversion terms would not result in issuance of a fixed number of shares, the conversion feature is a derivative liability with no equity portion. However, as the conversion price is set at the conversion date market share price, this derivative liability has no value.

15007887 Canada Corp. MD&A – For the three and twelve months ended December 31, 2024 and 2023

Amounts due to EV Minerals Corporation

In connection with the Proposed Transaction, EVM incurred costs and made payments on behalf of Chrysalis for vendor and option expenses. At December 31, 2024, the total amount payable to EVM is $173,333 (2023 – nil). The amount is non-interest bearing and will be settled on closing of the Proposed Transaction.

Related Party Balances and Transactions

For the year ended December 31, 2024, capital market advisory fees included $323,359 (2023 – $125) in common shares issued to Grove Issuer Services Inc. and Grove Capital Group, entities controlled by a director and officer, for advisory fees related to the Company's projects. On September 1, 2025, the Company issued $300,000 in common shares to Toro Dorado Minerals Inc., an entity controlled by a director, for advisory fees related to the Company's projects.

There were no payments made to directors and key management personnel of the Company in either 2023 or 2024.

6.0 FINANCIAL RISK AND CAPITAL MANAGEMENT

Financial Instruments and Other Instruments

Accounts payable and accrued liabilities, loans payable and amounts due to EVM

The fair value of accounts payable and accrued liabilities, loans payable and amounts due to EVM approximate their carrying values due to their short term to maturity.

Classification of fair value of financial instruments

The Company classified the fair value of its financial instruments measured at fair value according to the following hierarchy based on the amount of observable inputs used to value the instrument:

Level 1: quoted prices in active markets for identical assets and liabilities;
Level 2: inputs, other than the quoted prices included in Level 1, that are observable for the asset or liability, either directly or indirectly;
Level 3: inputs for the asset or liability that are not based on observable market data.

On initial recognition, the Company determines the classification of financial instruments based on the following categories:

Measured at amortized cost
Measured at fair value through profit or loss (FVTPL)
Measured at fair value through other comprehensive income (FVTOCI)

A financial asset is measured at amortized cost if both of the following criteria are met:

Held within a business model whose objective is to hold assets to collect contractual cash flows; and
Contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Financial liabilities are measured at amortized cost unless they must be measured at FVTPL (such as derivatives), or if the Company has chosen to evaluate them at FVTPL.

The Company has assessed the classification and measurement of its financial instruments as follows:

Financial Instrument	Classification
Cash	Amortized cost
Account payable	Amortized cost
Loans payable	Amortized cost
Due to EV Minerals Corporation	Amortized cost

Financial Risk Management

The Company's activities expose it to a variety of financial risks that arise as a result of its operations and financing activities, including credit risk, liquidity risk and market risk.

Credit Risk

Credit risk is the risk of financial loss to the Company if a counterparty to a financial instrument fails to

15007887 Canada Corp. MD&A – For the three and twelve months ended December 31, 2024 and 2023

meet its contractual obligations. Credit risk arises from the Company's cash. The Company's limits its exposure to credit risk on its cash by holding its cash in deposits with a Canadian chartered bank.

Liquidity Risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting its financial liabilities that are settled in cash or other financial assets. The Company's approach to managing liquidity risk is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities as they come due, other than amounts owing to related parties. The continued operation of the Company is dependent upon the Company's ability to settle its outstanding liabilities including the default judgment payable and secure equity to identify, evaluate and acquire assets, properties or businesses, meet its existing obligations and fund its operations. At December 31, 2024, the Company had cash of $18,320 (2023 - nil) to settle current liabilities of $312,937 (2023 - $107,801). The Company's financial liabilities generally have contractual maturities of less than 30 days.

Market Risk

Market risk is the risk that changes in market prices, such as equity prices, foreign exchange rates, and interest rates will affect the Company's income or the value of its financial instruments.

Foreign Exchange Risk

Foreign exchange risk is the risk of financial loss to the Company due to a change in foreign exchange rates. Such exposure arises primarily from exploration option payments that are denominated in US dollars. The Company's liabilities include US dollar amounts consisting of $47,521 (US$35,000) in loan payable and $50,554 (US$37,510) in accounts payable and accrued liabilities. The Company does not use derivative instruments to hedge exposure to foreign exchange rate risk.

Capital Management

Capital of the Company consists of share capital, contributed surplus and deficit. The Company's objective when managing capital is to safeguard the Company's ability to continue as a going concern so that it can acquire mineral properties for the benefit of its shareholders. The Company manages its capital structure and makes adjustments based on the funds available to the Company in light of changes in economic conditions. The Board of Directors has not established quantitative return on capital criteria for management, but rather relies on the expertise of the Company's management to sustain the future development of the Company. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.

As the Company has no revenues, its principal source of capital is from the issuance of common shares. In order to achieve its objectives, the Company intends to raise additional funds as required.

The Company is not subject to externally imposed capital requirements and there were no changes to the Company's approach to capital management during the year.

Environmental Contingencies

The Company's exploration activities are subject to various laws and regulations governing the protection of the environment. These laws and regulations are continually changing and generally becoming more restrictive. The Company believes its operations are materially in compliance with all applicable laws and regulations.

15007887 Canada Corp. MD&A – For the three and twelve months ended December 31, 2024 and 2023

7.0 OUTSTANDING SHARES

	November 21, 2025	December 31, 2024	December 31, 2023
Common Shares	31,934,121	28,867,945	12,500,001
Warrants	-	-	-
Options	-	-	-
Total Outstanding	31,934,121	28,867,945	12,500,001

8.0 OFF-BALANCE SHEET ARRANGEMENTS

The Company has not entered into any off-balance sheet arrangements.

9.0 PROPOSED TRANSACTION

On August 25, 2025, the Company entered into an amalgamation agreement with EV Minerals Corporation (the "Proposed Transaction").

Under the terms of the acquisition, EVM agrees to acquire all the issued and outstanding shares of Chrysalis in a reverse takeover. Upon completion of the Proposed Transaction, the securityholders of Chrysalis will hold approximately 63% of the outstanding securities of EVM, prior to a private placement financing. As a condition of closing, EVM shall complete a private placement for gross proceeds of up to $6,000,000, among other stipulations. Additional information including a copy of the amalgamation agreement is available on EVM's SEDAR+ profile at www.sedarplus.ca. One director of EVM is also a director of Chrysalis.

10.0 ACCOUNTING STANDARDS, AMENDMENTS AND INTERPRETATIONS NOT YET EFFECTIVE

For details of the accounting policies applied in preparation of the financial statements including accounting standards not yet adopted, new accounting standards adopted, and future accounting standard changes, please refer to Note 3 of the Company's Annual Financial Statements for the year ended December 31, 2024.

11.0 SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS

For details of the significant accounting estimates and judgements applied in preparation of the financial statements please refer to Note 4 of the Company's Annual Financial Statements for the year ended December 31, 2024.

12.0 RISKS AND UNCERTAINTIES

Going-concern

Exploration and Evaluation

The Company is exposed to the inherent risks associated with mineral exploration and development, including the uncertainty of mineral resources and their development into mineable reserves; the uncertainty as to potential project delays from circumstances beyond the Company's control; and the timing of production; as well as title risks, risks associated with joint venture agreements and the possible failure to obtain licences and permits.

No History of Profitability

The Company is an exploration stage company with no history of profitability. There can be no assurance that the operations of the Company will be profitable in the future. The Company has limited financial resources and will require additional financing to further explore, develop, acquire, retain and engage in commercial production on its property interests and, if financing is unavailable for any reason, the Company may become unable to acquire and retain its mineral concessions and carry out its business plan.

Government Regulations

The Company's exploration operations are subject to government legislation, policies and controls relating to prospecting, development, production, environmental protection, mining taxes and labor standards. In order for the Company to carry out its mining activities, its exploitation must be kept current. There is no guarantee that the Company's exploitation will be extended or that new exploitation will be granted. In addition, such exploitation could be changed and there can be no assurances that any application to renew any existing will be approved. The Company may be required to contribute to the cost of providing the required infrastructure to facilitate the development of its properties. The Company will also have to obtain and comply with permits and that may contain specific conditions concerning operating procedures, water use, waste disposal, spills, environmental studies, abandonment and restoration plans and financial assurances. There can be no assurance that the Company will be able to comply with any such conditions.

Market Fluctuation and Commercial Quantities

The market for minerals is influenced by many factors beyond the control of the Company such as changing production costs, the supply and demand for minerals, the rate of inflation, the inventory of mineral producing companies, the international economic and political environment, changes in international investment patterns, global or regional consumption patterns, costs of substitutes, currency availability and exchange rates, interest rates, speculative activities in connection with minerals, and increased production due to improved mining and production methods. The metals industry in general is intensely competitive and there is no assurance that, even if commercial quantities and qualities of metals are discovered, a market will exist for the profitable sale of such metals. Commercial viability of precious and base metals and other mineral deposits may be affected by other factors that are beyond the Company's control including particular attributes of the deposit such as its size, quantity and quality, the cost of mining and processing, proximity to infrastructure and the availability of transportation and sources of energy, financing, government legislation and regulations including those relating to prices,

15007887 Canada Corp. MD&A – For the three and twelve months ended December 31, 2024 and 2023
14 | Page

taxes, royalties, land tenure, land use, import and export restrictions, exchange controls, restrictions on production, as well as environmental protection. It is impossible to assess with certainty the impact of various factors that may affect commercial viability so that any adverse combination of such factors may result in the Company not receiving an adequate return on invested capital.

Mining Risks and Insurance

The Company is subject to risks normally encountered in the mining industry, such as unusual or unexpected geological formations, cave-ins or flooding. The Company may become subject to liability for pollution, damage to life or property and other hazards of mineral exploration against which it or the operator if its exploration programs cannot insure or against which it or such operator may elect not to insure because of high premium costs or other reasons. Payment of such liabilities would reduce funds available for acquisition of mineral prospects or exploration and development and would have a material adverse effect on the financial position of the Company.

Environmental Protection

The mining and mineral processing industries are subject to extensive governmental regulations for the protection of the environment, including regulations relating to air and water quality, mine reclamation, solid and hazardous waste handling and disposal and the promotion of occupational health and safety, which may adversely affect the Company or require it to expend significant funds.

Capital Investment

The ability of the Company to continue exploration and development of its property interests will be dependent upon its ability to raise significant additional financing. There is no assurance that adequate financing will be available to the Company or that the terms of such financing will be. Should the Company not be able to obtain such financing, its properties may be lost entirely.

Conflicts of Interest

Certain of the directors and officers of the Company may also serve as directors and officers of other companies involved in base and precious metal exploration and development and consequently, the possibility of conflict exists. Any decisions made by such directors involving the Company will be made in accordance with the duties and obligations of directors to deal fairly and in good faith with the Company and such other companies. In addition, such directors will declare, and refrain from voting on, any matters in which they may have a conflict of interest.

Current Global Financial Conditions

Current global financial conditions have been characterized by increased volatility, declining liquidity and the exit of a number of traditional investors from public markets. Access to public financing has been made more challenging by a global contraction of commercial and consumer credit markets. The ensuing decline in consumption has led to a marked erosion of investor confidence and risk tolerance. A major consequence/contributor to these factors may be seen in the unparalleled number of established financial institutions facing involuntary corporate reorganization, insolvency, bankruptcy and/or governmental intervention. While the most sensational of the corporate casualties have occurred in the United States, the global nature of today's economic reality has left no interrelated public market unscathed. These factors may affect the ability of the Company to obtain equity or debt financing in the future on terms favourable to the Company or at all. Any or all of these economic factors, as well as other factors not specifically identified herein, may cause a decline in asset values that could be deemed to be other than temporary, resulting in impairment losses. If such conditions continue, the Company's operations could be negatively impacted, and the trading price of its common shares may be adversely

15007887 Canada Corp. MD&A – For the three and twelve months ended December 31, 2024 and 2023

affected.

Securities of mining and mineral exploration companies, including the common shares of the Company, have experienced substantial volatility in the past, often based on factors unrelated to the financial performance or prospects of the companies involved. These factors include macroeconomic developments in Canada and globally, and market perceptions of the attractiveness of particular industries. The price of the securities of the Company is also significantly affected by short-term changes in commodity prices, base and precious metal prices or other mineral prices, currency exchange fluctuation and the political environment in the countries in which the Company does business.

13.0 QUALIFIED PERSON

The Company’s disclosure of a technical or scientific nature in this Report with respect to the Santa Monica Copper Project has been reviewed and approved by Simon Mortimer, an Independent Qualified Person (“QP”) as defined in National Instrument 43-101, Standards of Disclosure for Mineral Projects.

14.0 APPROVAL

The Board of Directors of the Company has approved the Annual Financial Statements and disclosures referenced in this MD&A.

15.0 FURTHER INFORMATION

Additional information relating to the Company can be found on SEDAR+ at www.sedarplus.ca under the profile for EV Minerals Corporation.

15007887 Canada Corp. MD&A – For the three and twelve months ended December 31, 2024 and 2023

15007887 CANADA CORP.

Management’s Discussion and Analysis

Introduction

This Management’s Discussion and Analysis (“MD&A”) provides discussion and analysis of the financial condition and results of operations of 15007887 Canada Corp. (the “Company” or “Chrysalis”) for the three and nine months ended September 30, 2025 and 2024, including other pertinent events up to and including December 5, 2025. The following information should be read in conjunction with the interim financial statements and the accompanying notes for the quarters ended September 30, 2025 and 2024. Amounts are reported in Canadian dollars unless otherwise noted.

Forward-Looking Statements

This MD&A may contain, without limitation, statements concerning possible or assumed future operations, performance or results preceded by, followed by or that include words such as “believes”, “expects”, “potential”, “anticipates”, “estimates”, “intends”, “plans” and words of similar connotation, which would constitute forward-looking statements. Forward-looking statements are not guarantees. The reader should not place undue reliance on forward-looking statements and information because they involve risks and uncertainties that may cause actual operations, performance or results to be materially different from those indicated in these forward-looking statements. The Company is under no obligation to update any forward-looking statements contained herein should material facts change due to new information, future events or other factors. These cautionary statements expressly qualify all forward-looking statements in this MD&A.

1.0 DESCRIPTION OF THE BUSINESS AND ACTIVITY

15007887 Canada Corp. is a private company engaged in the exploration and development of copper mineral properties. Chrysalis’ sole asset is an option agreement to acquire the Santa Monica Copper Project, located within the Iron-oxide Copper Gold Belt and Atacama Fault System of northern Chile’s Antofagasta Region, in an area of several large and long-lived open pit and underground copper operations, in the Tres Puntas Mining District near Tocopilla, Chile.

Chrysalis was incorporated on May 9, 2023 under the Canada Business Corporations Act with its head office located at 372 Bay Street, Suite 1800, Toronto, Ontario, M5H 2W9.

Chrysalis does not yet generate revenue. At September 30, 2025, the Company had a working capital deficit of $1,227,199 (December 31, 2024 – $355,946) and for the three and nine months ended September 30, 2025, the Company incurred a net loss of $1,130,422 and $1,183,753 (2024 – $442,927 and $499,838). The working capital deficit limits the Company’s ability to fund its operations and the acquisition, exploration and development of its mineral properties.

15007887 Canada Corp. MD&A – For the three and nine months ended September 30, 2025 and 2024

2.0 HIGHLIGHTS

Technical Highlights

On April 29, 2024, the Company signed a binding memorandum of understanding to acquire 100% of the outstanding shares in a Chilean company which owns a 100% interest in certain mining claims located in the Tres Puntas Mining District near Tocopilla, Chile (the “Santa Monica Copper Project”).
On July 31, 2025, the Company and optionors agreed to terms on the final option agreement. Additional terms include a bonus of up to US$3,000,000 for exceeding mineral resource targets.
On September 18, 2025, the Company issued a 43-101 Technical Report for the Santa Monica Copper Project. The report concludes that, based on the project’s favourable location within the prolific Chilean Coastal Belt, the lack of historical mineral exploration in the region and on the property, and the grade and quantity of copper mineralization discovered to date, the Santa Monica Copper Project presents and excellent exploration, development and small-scale mining opportunity in northern Chile. The characteristics of copper mineralization (oxide and sulphide) discovered to date are of sufficient merit to justify advancing the project.

Corporate Highlights

On October 1, 2024, the Company entered into a binding letter of intent with EV Minerals Corporation (“EVM”), a mineral exploration company trading on the Canadian Securities Exchange (“CSE”), under which EVM will acquire all of the issued and outstanding shares of Chrysalis in a reverse takeover (the "Proposed Transaction"). One director of EVM is also a director of Chrysalis.
On November 30, 2024, the Company closed a non-brokered private placement through the issuance of 250,000 common shares to one investor for proceeds of $25,500.
On July 29, 2025, the Company closed a non-brokered private placement of a convertible debenture with a face value of $350,000 and 10 Class A preferred shares at a price of $100 per share for aggregate gross proceeds of $351,000.
On July 30, 2025, the Company closed a non-brokered private placement of a convertible debenture with a face value of US$150,000 and six Class B preferred shares at a price of US$10 per share for aggregate gross proceeds of $206,631 (US$150,060).
On August 25, 2025, the Company entered into an amalgamation agreement for the Proposed Transaction. Upon completion of the Proposed Transaction, the securityholders of Chrysalis will hold approximately 63% of the outstanding securities of EVM. Additional information including a copy of the amalgamation agreement is available on EVM’s SEDAR+ profile at www.sedarplus.ca.

15007887 Canada Corp. MD&A – For the three and nine months ended September 30, 2025 and 2024

3.0 OVERALL PERFORMANCE

Exploration and Evaluation

As at	September 30, 2025
Cumulative expenditures, beginning of the period	$ 269,064
Santa Monica Project
Acquisition costs	206,631
Exploration expenditures	17,985
Linderos Project
Acquisition costs	-
Exploration expenditures	3,372
Total expenditures during the period	227,988
Cumulative expenditures, ending of the period	$ 497,052

Santa Monica Option Agreement

(a) First Option. The Company may acquire 51% of Santa Monica by:

Making a payment of US$750,000 in cash, plus a financing fee of US$600,000,
Issuing common shares with a value of US$840,000 (the optionor may elect to receive a promissory note in lieu of common shares, due on settlement of the Second Option), and
Contributing exploration and development work on the property totaling US$3,000,000 over a period of 16 months (Chrysalis may extend the term by 6 months for a US$200,000 fee that is refundable on payment of the Second Option).

(b) Second Option. If the First Option is exercised, the Company will have 30 days to notify the optionor of their intention to acquire a further 19% of Santa Monica by:

Making a payment of US$650,000 in cash,
Issuing common shares with a value of US$620,000 (the optionor may elect to receive a promissory note in lieu of common shares, due on settlement of the Third Option), and
Contributing exploration and development work on the property totaling US$1,250,000 over a period of 12 months (Chrysalis may extend the term by 6 months for a US$200,000 fee that is refundable on payment of the Third Option).

3 | Page

(c) Third Option. If the Second Option is exercised, the Company will have 30 days to notify the optionor of their intention to acquire a further 10% of Santa Monica by:

Making a payment of US$1,100,000 in cash,
Issuing common shares with a value of US$700,000 (the optionor may elect to receive a promissory note in lieu of common shares, due on settlement of the Fourth Option), and
Chrysalis will have 12 months to make the Third Option payments (and may extend the term by 6 months for a US$200,000 fee that is refundable on payment of the Fourth Option).

(d) Fourth Option. If the Third Option is exercised, the Company will have 30 days to notify the optionor of their intention to acquire the remaining 20% of Santa Monica by:

Making a payment of US$5,500,000 in cash,
Granting the optionors a 2% net smelter return royalty ("NSR") on the properties,
Chrysalis will have 12 months to make the Fourth Option payments (and may extend the term by 6 months for a US$200,000 non-refundable fee), and
If the Fourth Option is exercised, Chrysalis will have the right to purchase back 1% NSR for $1,000,000 and the entire 2% NSR for $2,500,000.

Chrysalis agrees to pay the optionor's Canadian legal costs, with fees refunded against the option payments.

On July 31, 2025, the Company and optionors agreed to terms on the final option agreement. Additional terms include a bonus of up to US$3,000,000 for exceeding mineral resource targets.

Santa Monica Copper Project

15007887 Canada Corp. MD&A – For the three and nine months ended September 30, 2025 and 2024

term development asset with potential copper oxide and copper sulphide tonnage upside across the Project package.

Project Highlights:

Location - 40 km east of the port City of Tocopilla in a historical mining region.
Low elevation – in the Coastal Range, with easy access to site and close to infrastructure.
3,490 hectares Project, including 3 recently past-producing mines:
Santa Monica (permits in hand)
Condor
Katherine
Permitted for sulphide flotation plant (5,000 tonnes per month) and soon for Tailings Storage Facility.
Excellent historical resources with immense Cu-Oxide and Cu-sulphide exploration potential.
Located about 10 km west of the ENAMI (Chilean Government) heap leach processing plant which is mandated to accept copper oxide ore.
IOCG-Manto Belt and Historical Mining District – super-pit territory in region including the Michilla (50 km south) and Antucoya (60 km south) mines, among others.

15007887 Canada Corp. MD&A – For the three and nine months ended September 30, 2025 and 2024

4.0 RESULTS OF OPERATIONS

Summary of Quarterly Results

The following are selected financial results for the eight most recent quarterly periods:

For the periods ended:	September 30, 2025	June 30, 2025	March 31, 2025	December 31, 2024
Net loss for the period	(1,130,422)	(39,879)	(13,452)	(152,687)
Net loss per common share, basic	(0.04)	(0.00)	(0.00)	(0.01)
Net loss per common share, diluted	(0.04)	(0.00)	(0.00)	(0.01)
For the periods ended:	September 30, 2024	June 30, 2024	March 31, 2024	December 31, 2023
---	---	---	---	---
Net loss for the period	(442,927)	(13,457)	(43,454)	(21,727)
Net loss per common share, basic	(0.03)	(0.00)	(0.00)	(0.00)
Net loss per common share, diluted	(0.03)	(0.00)	(0.00)	(0.00)

Three Months Ended September 30, 2025 vs 2024

	Three months
	2025	2024
	$	$
Expenses
Capital market advisory	300,000	273,359
Project expenditures	222,174	159,212
Professional fees	17,232	10,356
Consulting fees	52,708	-
General and administrative	2,306	-
Convertible debentures accretion	14,916	-
Fair value adjustment for preferred shares	520,766	-
Foreign exchange loss	320	-
	1,130,422	442,927

15007887 Canada Corp. MD&A – For the three and nine months ended September 30, 2025 and 2024

Nine Months Ended September 30, 2025 vs 2024

	Nine months
	2025	2024
	$	$
Expenses
Capital market advisory	312,500	273,359
Project expenditures	227,988	164,257
Professional fees	42,078	62,093
Consulting fees	62,878	-
General and administrative	2,307	129
Convertible debentures accretion	14,916	-
Fair value adjustment for preferred shares	520,766	-
Foreign exchange loss	320	-
	1,183,753	499,838

The change over the prior comparative periods for the three and nine months ended September 30, 2025 reflects the following:

a) Capital market advisory expenses are for common shares issued to consultants to assist with marketing and financing the Santa Monica Copper Project. While there are no agreements for ongoing fees or future commitments related to advisory services, the Company expects to incur additional capital market advisory costs in the future to finance its projects.

b) Project expenditures consisted mainly of option payments made on the Santa Monica Copper Project. Chrysalis paid US$150,000 in July 2025 and US$115,000 in August and September 2024. The Company expects project expenditures to increase significantly on closing of the Proposed Transaction with EVM in accordance with the Santa Monica Option Agreement.

c) Consulting fees include payments made for the CEO and CFO as well as for business development consultants. The increase is consistent with increased business activity ahead of the Company's planned Proposed Transaction with EVM. The Company expects consulting fees to increase significantly on closing of the Proposed Transaction.

d) Convertible debentures accretion expense relates to outstanding convertible debentures with face value of $350,000 and US$150,000. The debentures were recorded at their estimated fair values on the issue date and will be accreted to face value over their term.

e) The fair value adjustment for preferred shares relates to Class A and Class B preferred shares that were issued to investors at a nominal price in conjunction with a convertible debt financing in July 2025. The financing was needed to fund the Company through the Proposed Transaction and the Company expects to redeem the Class A preferred shares for $350,000 and the Class B preferred shares for US$150,000 on closing of the Proposed Transaction. The fair value of the preferred shares was adjusted to their estimated redemption amounts.

15007887 Canada Corp. MD&A – For the three and nine months ended September 30, 2025 and 2024

5.0 LIQUIDITY AND CAPITAL RESOURCES

Chrysalis does not yet generate revenue. At September 30, 2025, the Company had a working capital deficit of $1,227,199 (December 31, 2024 – $355,946) and for the three and nine months ended September 30, 2025, the Company incurred a net loss of $1,130,422 and $1,183,753 (2024 – $442,927 and $499,838). The working capital deficit limits the Company's ability to fund its operations and the acquisition, exploration and development of its mineral properties.

Private Placements of Common Shares

On June 30, 2025, the Company issued 250,000 common shares to one investor for non-cash value of $12,500 related to market advisory services.

Private Placements of Preferred Shares

On July 29, 2025, the Company issued 10 Class A preferred shares ("Class A Shares") at a price of $100 per share. The Class A Shares have a redemption amount equal to (i) if the Proposed Transaction occurs within 12 months of issuance, the amount per share calculated as ((Liquidity Event Price / $0.10) – 1) x $35,000, to a maximum of $52,500; and (ii) after 12 months from the date of issuance, $10 per Class A Share. The holder of the Class A Shares has the right, at their sole discretion, to receive the redemption amount as a combination of cash, common shares and rights to certain royalty payments.

On July 30, 2025, the Company issued 6 Class B preferred shares ("Class B Shares") at a price of US$10 per share. The Class B Shares have a redemption amount equal to (i) if the Proposed Transaction occurs within 12 months of issuance, the amount per share calculated as ((Liquidity Event Price / $0.10) – 1) x US$25,000, to a maximum of US$37,500; and (ii) after 12 months from the date of issuance, US$10 per Class B Share. The holder of the Class B Shares has the right, at their sole discretion, to receive the redemption amount as a combination of cash and common shares.

Private Placements of Convertible Debentures

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proceeds of $351,000. The debenture does not have a coupon rate and converts into common shares of EVM subject to the Proposed Transaction in Note 1 above at a fair market price for common shares to be determined in a concurrent financing (the "Liquidity Event Price"). If the Proposed Transaction does not close, the convertible debenture is repayable 6 months after issuance. Since the conversion terms would not result in issuance of a fixed number of shares, the conversion feature is a derivative liability with no equity portion. However, as the conversion price is set at the conversion date market share price, this derivative liability has no value.

Amounts due to/from EV Minerals Corporation

Related Party Balances and Transactions

Related parties include members of the Board of Directors, key management personnel, and any companies controlled by these individuals. Key management personnel comprise of the Chief Executive Officer and the Chief Financial Officer.

The transactions noted below are in the normal course of business and are approved by the Board of Directors in adherence to conflict-of-interest laws and regulations.

15007887 Canada Corp. MD&A – For the three and nine months ended September 30, 2025 and 2024

included $33,897 (December 31, 2024 – $33,897) owing to Grove.

Consulting fees also include amounts paid to an officer and director totaling $25,000 in the nine months ended September 30, 2025 (2024 – $nil).

6.0 FINANCIAL RISK AND CAPITAL MANAGEMENT

Financial Instruments and Other Instruments

Accounts payable and accrued liabilities, loans payable, amounts due to EVM and convertible debentures The fair value of accounts payable and accrued liabilities, loans payable, amounts due to EVM and convertible debentures approximate their carrying values due to their short term to maturity.

Classification of fair value of financial instruments

The Company classified the fair value of its financial instruments measured at fair value according to the following hierarchy based on the amount of observable inputs used to value the instrument:

Level 1: quoted prices in active markets for identical assets and liabilities;
Level 2: inputs, other than the quoted prices included in Level 1, that are observable for the asset or liability, either directly or indirectly;
Level 3: inputs for the asset or liability that are not based on observable market data.

On initial recognition, the Company determines the classification of financial instruments based on the following categories:

Measured at amortized cost
Measured at fair value through profit or loss (FVTPL)
Measured at fair value through other comprehensive income (FVTOCI)

15007887 Canada Corp. MD&A – For the three and nine months ended September 30, 2025 and 2024

A financial asset is measured at amortized cost if both of the following criteria are met:

Held within a business model whose objective is to hold assets to collect contractual cash flows; and
Contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Financial liabilities are measured at amortized cost unless they must be measured at FVTPL (such as derivatives), or if the Company has chosen to evaluate them at FVTPL.

The Company has assessed the classification and measurement of its financial instruments as follows:

Financial Instrument	Classification
Cash	Amortized cost
Account payable and accrued liabilities	Amortized cost
Loans payable	Amortized cost
Due to EVM	Amortized cost
Convertible debentures	Amortized cost
Preferred shares	FVTPL

Financial Risk Management

The Company's activities expose it to a variety of financial risks that arise as a result of its operations and financing activities, including credit risk, liquidity risk and market risk.

Credit Risk

Credit risk is the risk of financial loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligations. Credit risk arises from the Company's cash. The Company's limits its exposure to credit risk on its cash by holding its cash in deposits with a Canadian chartered bank.

Liquidity Risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting its financial liabilities that are settled in cash or other financial assets. The Company's approach to managing liquidity risk is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities as they come due, other than amounts owing to related parties. The continued operation of the Company is dependent upon the Company's ability to settle its outstanding liabilities including the default judgment payable and secure equity to identify, evaluate and acquire assets, properties or businesses, meet its existing obligations and fund its operations. At September 30, 2025, the Company had cash of $102,256 (December 31, 2024 - $18,320) to settle current liabilities of $1,376,781 (December 31, 2024 - $374,266). The Company's

15007887 Canada Corp. MD&A – For the three and nine months ended September 30, 2025 and 2024

financial liabilities generally have contractual maturities of less than 30 days.

Market Risk

Market risk is the risk that changes in market prices, such as equity prices, foreign exchange rates, and interest rates will affect the Company's income or the value of its financial instruments.

Foreign Exchange Risk

Capital Management

Capital of the Company consists of share capital, contributed surplus and deficit. The Company's objective when managing capital is to safeguard the Company's ability to continue as a going concern. The Company manages its capital structure and makes adjustments based on the funds available to the Company in light of changes in economic conditions. The Board of Directors has not established quantitative return on capital criteria for management, but rather relies on the expertise of the Company's management to sustain the future development of the Company. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.

As the Company has no revenues, its principal source of capital is from the issuance of common shares. In order to achieve its objectives, the Company intends to raise additional funds as required.

The Company is not subject to externally imposed capital requirements and there were no changes to the Company's approach to capital management during the year.

Environmental Contingencies

7.0 OUTSTANDING SHARES

	November 21, 2025	September 30, 2025	December 31, 2024
Common Shares	32,059,121	32,059,121	28,867,945
Warrants	-	-	-
Options	-	-	-
Total Outstanding	32,059,121	32,059,121	28,867,945

8.0 OFF-BALANCE SHEET ARRANGEMENTS

The Company has not entered into any off-balance sheet arrangements.

15007887 Canada Corp. MD&A – For the three and nine months ended September 30, 2025 and 2024

9.0 PROPOSED TRANSACTION

On August 25, 2025, the Company entered into an amalgamation agreement with EV Minerals Corporation (the "Proposed Transaction").

Under the terms of the acquisition, EVM agrees to acquire all the issued and outstanding shares of Chrysalis in a reverse takeover. Upon completion of the Proposed Transaction, the securityholders of Chrysalis will hold approximately 63% of the outstanding securities of EVM, prior to a private placement financing. As a condition of closing, EVM shall complete a private placement for gross proceeds of up to $10,000,000, among other stipulations. Additional information including a copy of the amalgamation agreement is available on EVM's SEDAR+ profile at www.sedarplus.ca. One director of EVM is also a director of Chrysalis.

10.0 ACCOUNTING STANDARDS, AMENDMENTS AND INTERPRETATIONS NOT YET EFFECTIVE

For details of the accounting policies applied in preparation of the financial statements including accounting standards not yet adopted, new accounting standards adopted, and future accounting standard changes, please refer to Note 3 of the Company's annual financial statements for the year ended December 31, 2024.

11.0 SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS

For details of the significant accounting estimates and judgements applied in preparation of the financial statements please refer to Note 4 of the Company's annual financial statements for the year ended December 31, 2024.

12.0 RISKS AND UNCERTAINTIES

Going-concern

Chrysalis does not yet generate revenue. At September 30, 2025, the Company had a working capital deficit of $1,227,199 (December 31, 2024 – $355,946) and for the three and nine months ended September 30, 2025, the Company incurred a net loss of $1,130,422 and $1,183,753 (2024 – $442,927 and $499,838). The working capital deficit limits the Company's ability to fund its operations and the acquisition, exploration and development of its mineral properties.

Exploration and Evaluation

15007887 Canada Corp. MD&A – For the three and nine months ended September 30, 2025 and 2024

No History of Profitability

Government Regulations

Market Fluctuation and Commercial Quantities

Mining Risks and Insurance

15007887 Canada Corp. MD&A – For the three and nine months ended September 30, 2025 and 2024

Environmental Protection

Capital Investment

Conflicts of Interest

Current Global Financial Conditions

13.0 QUALIFIED PERSON

The Company's disclosure of a technical or scientific nature in this Report with respect to the Santa Monica Copper Project has been reviewed and approved by Simon Mortimer, an Independent Qualified Person

("QP") as defined in National Instrument 43-101, Standards of Disclosure for Mineral Projects.

14.0 APPROVAL

The Board of Directors of the Company has approved the Annual Financial Statements and disclosures referenced in this MD&A.

15.0 FURTHER INFORMATION

Additional information relating to the Company can be found on SEDAR+ at www.sedarplus.ca under the profile for EV Minerals Corporation.

15007887 Canada Corp. MD&A – For the three and nine months ended September 30, 2025 and 2024
16 | Page

G-1

APPENDIX G

RESULTING ISSUER UNAUDITED PRO FORMA FINANCIAL STATEMENTS

See attached.

evminerals

corporation

Unaudited Pro Forma Consolidated Financial Statements

As at September 30, 2025
And for the year ended December 31, 2024
And for the nine months ended September 30, 2025

evminerals

Pro Forma Consolidated Statements of Financial Position

As at September 30, 2025

(Unaudited, expressed in Canadian dollars)

	EV Minerals Corporation	15007887 Canada Corp	Notes	Pro Forma Adjustments (Minimum Financing)	Pro Forma Adjustments (Maximum Financing)	Resulting Issuer (Minimum Financing)	Resulting Issuer (Maximum Financing)
Assets	$	$		$	$	$	$
Current
Cash	1,379	102,256	2(b)	3,000,000	6,000,000
			2(d)	(240,000)	(480,000)
			2(e)	(557,315)	(557,315)
			2(f)(i)	(675,169)	(675,169)
			2(f)(iv)	(626,445)	(2,088,150)
			2(g)	(100,000)	(100,000)	904,706	2,203,001
Prepaid expenses	473	1,695		-	-	2,168	2,168
Receivables	29,395	-		-	-	29,395	29,395
Due to EV Minerals Corporation	-	25,847	2(a)	(25,847)	(25,847)	-	-
Total assets	31,247	129,798		775,224	2,073,519	936,269	2,234,564

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

evminerals

Pro Forma Consolidated Statements of Financial Position (continued)

As at September 30, 2025

(Unaudited, expressed in Canadian dollars)

	EV Minerals Corporation	15007887 Canada Corp	Notes	Pro Forma Adjustments (Minimum Financing)	Pro Forma Adjustments (Maximum Financing)	Resulting Issuer (Minimum Financing)	Resulting Issuer (Maximum Financing)
Liabilities
Current
Accounts payable	535,768	216,162		-	-	751,930	751,930
Due to related parties	277,140	-		-	-	277,140	277,140
Due to Santa Monica	-	-	2(f)(iii)	835,260	835,260	835,260	835,260
Loans payable	-	47,521		-	-	47,521	47,521
Due from Chrysalis	25,847	-	2(a)	(25,847)	(25,847)	-	-
Convertible debentures	-	536,765	2(e)	(536,765)	(536,765)	-	-
Preferred shares	-	556,549		-	-	556,549	556,549
Total liabilities	838,755	1,356,997		272,648	272,648	2,468,400	2,468,400
Shareholders' deficit
Share capital	57,698,596	736,484	2(a)	(57,698,596)	(57,698,596)
			2(a)	3,759,897	3,759,897
			2(b)	3,000,000	6,000,000
			2(c)	(600,000)	(1,200,000)
			2(d)	(240,000)	(480,000)
			2(d)	(96,000)	(192,000)
			2(f)(ii)	1,169,364	1,169,364	7,729,745	9,793,745
Warrants	231,119	-	2(a)	(231,119)	(231,119)
			2(c)	600,000	1,200,000
			2(d)	96,000	192,000	696,000	1,392,000
Contributed surplus	4,919,439	-	2(a)	(4,919,439)	(4,919,439)	-	-
Accumulated deficit	(63,656,662)	(1,963,683)	2(a)	63,656,662	63,656,662
			2(a)	(4,567,405)	(4,567,405)
			2(e)	(20,550)	(20,550)
			2(f)(i)	(675,169)	(675,169)
			2(f)(ii)	(1,169,364)	(1,169,364)
			2(f)(iii)	(835,260)	(835,260)
			2(f)(iv)	(626,445)	(2,088,150)
			2(g)	(100,000)	(100,000)	(9,957,876)	(11,419,581)
Total shareholders' deficit	(807,508)	(1,227,199)		502,576	1,800,871	(1,532,131)	(233,836)
Total liabilities and shareholders' deficit	31,247	129,798		775,224	2,073,519	936,269	2,234,564

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

evminerals

Pro Forma Consolidated Statements of Loss and Comprehensive Loss

For the Year Ended December 31, 2024

(Unaudited, expressed in Canadian dollars)

	EV Minerals Corporation	15007887 Canada Corp	Pro Forma Adjustments (Minimum Financing)	Pro Forma Adjustments (Maximum Financing)	Resulting Issuer (Minimum Financing)	Resulting Issuer (Maximum Financing)
Expenses
Exploration expenditures	473,389	164,257	-	-	637,646	637,646
Capital market advisory	-	398,359	-	-	398,359	398,359
Professional fees	67,098	89,734	-	-	156,832	156,832
Consulting fees	317,125	-	-	-	317,125	317,125
Public company costs	33,223	-	-	-	33,223	33,223
Investor relations	443,862	-	-	-	443,862	443,862
General and administration	2,196	175	-	-	2,371	2,371
Travel	3,950	-	-	-	3,950	3,950
Foreign exchange loss	144	-	-	-	144	144
Premium on flow-through shares	(43,619)	-	-	-	(43,619)	(43,619)
	1,297,368	652,525	-	-	1,949,893	1,949,893
Net loss and comprehensive loss	(1,297,368)	(652,525)	-	-	(1,949,893)	(1,949,893)

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

evminerals

Pro Forma Consolidated Statements of Loss and Comprehensive Loss

For the Nine Months Ended September 30, 2025

(Unaudited, expressed in Canadian dollars)

	EV Minerals Corporation	15007887 Canada Corp	Notes	Pro Forma Adjustments (Minimum Financing)	Pro Forma Adjustments (Maximum Financing)	Resulting Issuer (Minimum Financing)	Resulting Issuer (Maximum Financing)
Expenses
Project expenditures	11,184	227,988	2(f)(i)	675,169	675,169
			2(f)(ii)	1,169,364	1,169,364
			2(f)(iii)	835,260	835,260
			2(f)(iv)	626,445	2,088,150	3,545,410	5,007,115
Capital market advisory	-	312,500		-	-	312,500	312,500
Professional fees	71,062	42,078		-	-	113,140	113,140
Consulting fees	130,375	62,878		-	-	193,253	193,253
Public company costs	31,398	-		-	-	31,398	31,398
Investor relations	39,877	-		-	-	39,877	39,877
General and administration	9,036	2,307		-	-	11,343	11,343
Travel	3,647	-		-	-	3,647	3,647
Foreign exchange loss	-	320		-	-	320	320
Convertible debentures accretion	-	14,916	2(e)	20,550	20,550	35,466	35,466
Fair value adjustment for preferred shares	-	520,766		-	-	520,766	520,766
Listing and transaction fees	-	-	2(a)	4,567,405	4,567,405
			2(g)	100,000	100,000	4,667,405	4,667,405
	296,579	1,183,753		7,994,193	9,455,898	9,474,525	10,936,230
Net loss and comprehensive loss	(296,579)	(1,183,753)		(7,994,193)	(9,455,898)	(9,474,525)	(10,936,230)

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

evminerals

Notes to the Pro Forma Consolidated Financial Statements

(Unaudited, expressed in Canadian dollars)

1. Basis of presentation

The accompanying unaudited pro-forma consolidated financial statements ("pro forma financial statements") have been prepared by management for inclusion in an Information Circular dated December 1, 2025 being filed by EV Minerals Corporation ("EVM") with the Canadian Securities Exchange in connection with the amalgamation transaction between EVM and 15007887 Canada Corp. ("Chrysalis"), as described in note 2(a) (the "Amalgamation").

These pro forma financial statements have been compiled from the information derived from and should be read in conjunction with:

EVM’s audited financial statements for the year ended December 31, 2024;
EVM’s unaudited condensed consolidated interim financial statements for the nine months ended September 30, 2025;
Chrysalis’s audited financial statements for the year ended December 31, 2024; and
Chrysalis’s unaudited condensed interim financial statements for the nine months ended September 30, 2025.

These pro forma financial statements give effect to the Amalgamation had it occurred on September 30, 2025. A condition of closing the Amalgamation is a concurrent financing, see note 2(b). These pro-forma financial statements present two options for the concurrent financing, a minimum amount of $3,000,000 and a maximum amount of $6,000,000. They have been compiled using the accounting policies as set out in the financial statements of EVM which have been prepared in accordance with International Financial Reporting Standards ("IFRS").

These pro forma financial statements include all adjustments necessary for fair presentation. No adjustments have been made to reflect additional costs or cost savings that could result from the combination of the operations of EVM and Chrysalis as management does not anticipate any material costs or cost savings as a result of the Amalgamation.

These pro forma financial statements are not necessarily indicative of the financial position or results of operations that would have been achieved had the proposed transactions described in Note 2 and other pro forma adjustments occurred as assumed. Further, they are not necessarily indicative of the consolidated financial position or results of operations that may be attained in the future.

2. Pro forma adjustments

These pro forma financial statements reflect the following assumptions and adjustments (the exchange rate on September 30, 2025 was $1.3921 CAD per $1 USD):

a) Amalgamation of Chrysalis (the "Amalgamation")

These pro forma financial statements give effect to the three cornered amalgamation among EVM, EVM’s wholly owned subsidiary and Chrysalis as if it had occurred on September 30, 2025. After the amalgamation, the former shareholders of Chrysalis will own in excess of 50% of the outstanding shares of the amalgamated entity. These pro forma financial statements assume that the Amalgamation does not constitute a business combination as EVM does not meet the definition of a business under IFRS. In accordance with IFRS 3, Business Combinations, the substance of the transaction is a reverse acquisition of a non-operating company. As a result, the transaction will be accounted for as a capital transaction with Chrysalis being identified as the acquirer.

evminerals

Notes to the Pro Forma Consolidated Financial Statements

(Unaudited, expressed in Canadian dollars)

The resulting statement of financial position is presented as a continuance of Chrysalis. All amounts related to EVM's equity and all inter entity balances have been eliminated. In accordance with IFRS 2, Share-Based Payments, any excess of the fair value of the consideration paid by Chrysalis over the value of the net monetary assets of EVM is recognized in the statement of loss and comprehensive loss as a listing expense.

Prior to the completion of the Amalgamation, EVM will consolidate its 112,796,919 common shares and its 6,250,000 common share purchase options issued and outstanding on a 6-to-1 basis, resulting in 18,799,486 resulting issuer shares and 1,041,664 resulting issuer options. The fair value of the resulting issuer shares was determined to be $0.20 per common share based on a concurrent financing (see part (b) below). The resulting issuer options have an exercise price of $0.90 and expire on June 30, 2026. Their fair value was determined to be $nil due mainly to their short term.

The allocation of the purchase price is as follows:

Total purchase consideration

Fair value of 18,799,486 EVM shares
3,759,897

Fair value of 1,041,664 EVM options

3,759,897

Allocation of purchase consideration

Cash
1,379

Prepaid expenses
473

Receivables
29,395

Accounts payable and other liabilities
(838,755)

Listing expense
4,567,405

b) Concurrent financing – gross proceeds

As a condition of closing the Amalgamation, EVM will complete a concurrent financing at a price of $0.20 per unit to raise aggregate gross proceeds of a minimum of $3,000,000 to a maximum of $6,000,000 through the issuance of a minimum of 15,000,000 units to a maximum of 30,000,000 units. These pro forma financial statements present two options for the minimum and maximum amount of financing.

c) Concurrent financing – warrants

Each unit of the concurrent financing will be comprised of one common share and one-half common share purchase warrant of the resulting issuer, with each whole warrant entitling the holder to acquire a common share at an exercise price of $0.35 for a period of 2 years from the date of issuance. The fair value of 7,500,000 warrants (maximum 15,000,000 warrants) are valued at $0.08 per warrant using the Black-Scholes option pricing model with the following assumptions: share price - $0.16; risk free rate – 2.4%; expected volatility – 131%; expected life – 2 years.

d) Concurrent financing – brokers’ commissions

In connection with the concurrent financing, EVM will pay up to 8% cash commission totaling $240,000 (maximum $480,000) along with 8% broker warrants totaling 1,200,000 warrants (maximum 2,400,000 warrants) valued at $0.08 per warrant as detailed in part (c) above.

evminerals

Notes to the Pro Forma Consolidated Financial Statements

(Unaudited, expressed in Canadian dollars)

e) Repayment of convertible debentures

The outstanding convertible debentures with principal of $300,000 and $208,815 (US$150,000) shall be repaid in cash. The carrying value of the debentures will be accreted to face value, resulting in accretion expense of $20,550.

f) Santa Monica Acquisition – first option payment

On July 31, 2025 Chrysalis entered into an agreement to acquire a 100% interest in the Santa Monica Copper Project ("Santa Monica"), for properties located within the Iron-oxide Copper Gold Belt and Atacama Fault System of northern Chile's Antofagasta Region, in the Tres Puntas mining district near Tocopilla, Chile.

In order to complete the acquisition of Santa Monica, Chrysalis must make certain option payments, issue common shares, and incur exploration expenditures. In return for the payments, Chrysalis will receive shares in a Chilean company that has 100% ownership of the properties. These pro forma financial statements assume that the acquisition does not constitute a business combination as the Chilean company does not meet the definition of a business under IFRS. The substance of the transaction is the acquisition of a mineral property.

To acquire 51% of Santa Monica Chrysalis must:

i) Pay cash of $675,169 (US$485,000);
ii) Issue common shares with a value of $1,169,364 (US$840,000) (the optionor may elect to receive a promissory note in lieu of common shares, due within 16 months from the issue date);
iii) Issue a note with a face value of $835,260 (US$600,000) accruing interest at 1% per month due on maturity 16 months from the issue date; and
iv) Contribute exploration expenses of US$3,000,000. The timing of the exploration expenses will depend on the amount raised in the concurrent financing. In the event that the minimum amount of $3,000,000 is raised, a cash contribution of $626,445 (US$450,000) is required with the remaining US$2,550,000 due within 16 months. In the event the maximum amount of $6,000,000 is raised, a cash contribution of $2,088,150 (US$1,500,000) is required with the remaining US$1,500,000 due within 16 months. These pro forma financial statements reflect the initial cash payment, which the Company intends to make on closing of the Amalgamation. The Company intends to make the remaining exploration expenses and future option payments from cash and from funds raised in future financings. These remaining exploration expenses and future option payments are not an obligation or commitment for the Company and are not reflected in these financial statements.

g) Estimated transaction costs

Transaction costs associated with the Acquisition are estimated to be $100,000 which comprises accounting, legal and regulatory fees.

evminerals

Notes to the Pro Forma Consolidated Financial Statements

(Unaudited, expressed in Canadian dollars)

3. Pro forma shareholders' deficit continuity

The continuity of pro forma consolidated share capital is as follows:

	Notes	# of Shares (Minimum Financing)	# of Shares (Maximum Financing)	Amount ($) (Minimum Financing)	Amount ($) (Maximum Financing)
Common shares of Chrysalis outstanding at September 30, 2025		31,934,121	31,934,121	736,484	736,484
Issuance of common shares to EVM shareholders	2(a)	18,799,486	18,799,486	3,759,897	3,759,897
Concurrent financing - gross proceeds	2(b)	15,000,000	30,000,000	3,000,000	6,000,000
Concurrent financing - warrants	2(c)	-	-	(600,000)	(1,200,000)
Concurrent financing - brokers' commission	2(d)	-	-	(240,000)	(480,000)
Concurrent financing - brokers' warrants	2(d)	-	-	(96,000)	(192,000)
Issuance of common shares for Santa Monica	2(f)(ii)	5,846,820	5,846,820	1,169,364	1,169,364
		71,580,427	86,580,427	7,729,745	9,793,745

4. Income taxes

The pro forma effective tax rate applicable to the consolidated operations will be 27%. Given uncertainty on how and when these taxes can be utilized, no adjustment has been made to these unaudited pro forma financial statements.

H-1

APPENDIX H

SANTA MONICA OPTION AGREEMENT

See attached.

OPTION AGREEMENT

THIS AGREEMENT dated the 31st day of July, 2025.

BETWEEN:

OF THE FIRST PART

AND:

OF THE SECOND PART

AND:

OF THE THIRD PART

AND

OF THE FOURTH PART

WHEREAS:

A. The Optionor is the owner of the Tres Puntas Property as more particularly described in Schedule "A" hereto (the "Property");
B. The Optionor currently has 500.220.000 common shares (the "Shares") outstanding held by the Owners and registered as follows;

S:\121\121361\JV OPTION AGREEMENT AS JULY FINALGR.docx

i. Nueva Inversiones IKM Limitada holds 250.110.000 Shares; and
ii. Inversiones Mater SpA holds 250.110.000 Shares,

which Shares are to be re-dominated in accordance with Section 1.1

C. The Optionor has certain permits and other authorizations to conduct exploration activity and mining operations on the Property. Annex I describes all permits required to engage in small-scale mining on the Property (the “Permits”) and also describes: (i) which Permits are currently in place; (ii) which Permits have expired and the process to have these Permits reinstated; and (iii) which Permits are no longer required;

D. The Optionor, the Owners and the Optionee acknowledge that the Optionee intends to undertake a going public transaction or a third party transaction (the “GPT”) that, if successful, is intended to result in the shareholders of the Optionee holding shares in a company listed on a Canadian stock exchange. The Optionee will use reasonable commercial efforts to file an application for listing within 60 days of the date hereof. Concurrent with the GPT process, the Optionee will also use reasonable commercial efforts to raise up to C$10,000,000 in financing (the “GPT Financing Target”) with this financing effort being referred to as the “GPT Financing”,

E. The Optionor and the Owners have agreed to grant an option to acquire up to an undivided 100% interest in and to the Property through the acquisition of Issued Shares (as hereinafter defined) issued from treasury and the transfer of the Outstanding Shares (as hereinafter defined) from the Owners on the terms set out herein, to deliver in a timely fashion all existing data and documents in its possession regarding the Property and the Permits, including but not limited to geological, drill-hole, environmental, engineering and feasibility data (collectively, the “Data”) and to provide complete and full access to the Property for the purpose of performing mineral exploration only for the term of the Option (defined below) to the Optionee incumbent upon the following terms and conditions;

F. The Optionee has paid the Optionor US$265,000 as an advance payment toward the First Cash Payment as defined in Section 1.2(a) with a remaining balance of US$485,000 to follow.

G. The Optionee acknowledges that the amount of US$265,000, referenced above, has been utilized as working capital, and shall be reimbursed as prepayment of working capital.

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the representations, warranties, covenants and agreements herein contained, the Optionor and the Owners hereby give and grant to the Optionee the sole and exclusive option (“Option”) to acquire up to an undivided 100% interest, in and to the Property through ownership of up to 100% of the outstanding common shares of the Optionor, subject to the following terms and conditions:

1.1 Upon execution of this Agreement, the 500.220.000 Shares currently held by the Owners shall be re-dominated to a total of 2,000,000 two million Shares. Subsequently, an amendment to the bylaws shall be agreed upon, whereby the capital will be increased through the issuance of 8,000,000 additional common shares for a total of 10,000,000 common shares (the “Issued Shares”) of which 2,892,000 Issued Shares will be issued to IKM for the settlement of US$ [ ] of liabilities

owed to IKM by the Optionor, the amount of which will be determined upon the closing of the First Option and the balance of which will be issued to the Optionee in accordance with the Option all as more particularly described in the scheme attached as an annex and forming an integral part of this Agreement (the “Reorganization”). Following the Reorganization, IKM will hold 3,892,000 Issued Shares and Mater will hold 1,000,000 Issued Shares (collectively, the “Outstanding Shares”).

1.2 The Optionor and the Owners hereby grant to the Optionee an irrevocable option (the “First Option”) to acquire a 51% interest in the Optionor (the “First Interest”) after giving effect to the share issuance in Section 1.16(s) on the following terms and conditions:

(a) the payment of the sum of US$750,000 in cash as a capital contribution (the “First Cash Payment”) to the Optionor in consideration for the issuance of the number of Issued Shares necessary to result in the Optionee holding 8,33% of the outstanding shares of the Optionor after taking into account all Issued Shares to be issued in respect of the exercise the First Option and pursuant to Section 1.16(s). The Optionor acknowledges that is has received a total of US$265,000 from the Optionee as of the date hereof which amount is applied towards the First Cash Payment. ;

(b) the Optionee agrees to pay the Optionor’s Canadian legal costs incurred in respect of the transactions contemplated by this Agreement with such costs to be deducted from the First Cash Payment; and

(c) the issuance of common shares (the “GPT Shares”) of the Optionee or, if the GPT results in an entity other than Optionee being the publicly listed entity, the publicly listed entity (collectively referred to as the “GPT Entity”) having a value of US$840,000 as calculated using the price at which the GPT Shares of the GPT Entity are issued pursuant to the GPT (the “First Share Issuance”) in consideration for the transfer of a number of Outstanding Shares by Nueva Inversiones IKM Limitada equal to 9,33% of the outstanding shares of the Optionor (the “First Share Transfer Shares”) after taking into account all Issued Shares to be issued in respect of the exercise of the First Option and pursuant to Section 1.16(s);

(d) with respect to the First Share Issuance, the Optionee shall provide the Owners with 30 days notice of the expected date on which the First Share Issuance shall occur. The Owners may then elect as follows within 30 days of receipt of that notice: (i) to receive a promissory note (the “First Option Note”) in lieu of the First Share Issuance in the amount of US$840,000 which note is to be repaid on the earlier of: (A) the exercise of the Second Option; or (B) the date on which the Optionee advises it does not intend to exercise the Second Option; (ii) to receive the First Share Issuance and advise that the Owners wish the Optionor to use reasonable commercial efforts to find a buyer for the First Share Issuance within 90 days; or (iii) to receive the First Share Issuance to hold. If the Owners elect under (i) above, and the First Option Note is not repaid in the time required, the Owners can require the Optionee to settle the outstanding amount of the First Option Note by returning a pro rata portion of the Shares transferred pursuant to Section 1.2(c) to the Owners as directed by the Owners. The Optionee declares that the Owners by themselves can cancel the share titles regarding the shares to be returned pursuant to this provision. If the Owners elect under (ii) or (iii) above, the Owners agree that they shall have the risk and benefit of any change in the value of the First Share Issuance;

(e) If the First Option Note is issued, the First Share Transfer Shares shall be subject to a share pledge as security for the payment of the First Option Note;

(f) All Issued Shares issued to Optionor in connection with the First Option Expenditures and the Second Option Expenditures, which are not fully paid within the established deadline, shall be automatically cancelled, with ownership retained solely over the Issued Shares that have been duly paid.

1.3 In addition to the First Cash Payment being made as a capital contribution and the First Share Issuance, the Optionee shall provide funds as a second capital contribution in the Optionor for exploration and development work on the Property in order to exercise the First Option by providing up to US$3,000,000 (the “First Option Expenditures”) in consideration for the issuance of a number of Issued Shares equivalent to -33,33% of the outstanding Issued Shares of the Optionor taking into account all share issuances in respect of the exercise of the First Option and pursuant to Section 1.16(s) (the “First Work Shares”). The First Work Shares shall be issued and delivered to the Optionee upon deposit of the amount allocated to the First Option Expenditures required under the applicable provision of Section 1.24 to a dedicated Chilean bank account for expenditures on the Property only (the “Expenditure Account”) together with a promissory note for the amount of the Delayed First Work Expenditures (as such term is defined in Section 1.24) (the “DEWE Note”). The Optionee will have up to a maximum of 16 months from the date of this Agreement to repay the DEWE Note. If the Optionee fails to provide the total amount of the First Option Expenditures in the term of 16 months, the amount of the capital contribution will be increased by USD$200,000 (which amount is non-refundable), which will be credited to the cash payments required to exercise the next stage of the Option, and will give the Optionor an additional six extra months to fund the First Option Expenditures.

1.4 Upon the delivery of the First Cash Payment and the First Share Issuance, and the delivery of the amount towards the First Option Expenditure required by the applicable provision of Section 1.24 and the DEWE Note, the First Option shall be deemed to have been exercised, and the Optionee will hold 51% of the issued and outstanding common shares of the Optionor after giving effect to the share issuance in Section 1.16(s).

1.5 The parties agree that the ENAMI loan evidenced in Schedule “B” will be transferred to the Optionor and will be paid from ore produced on the Property.

1.6 If the First Option is exercised, the Optionor and the Owners hereby grant to the Optionee the irrevocable option (the “Second Option”) to acquire a further 19% interest in the Optionor after giving effect to the share issuance in Section 1.16(s). Within thirty (30) days of the exercise of the First Option, the Optionee shall notify the Optionor and the Owners in writing of its intention to exercise the Second Option. If the Optionee elects to exercise the Second Option, it shall be obligated to undertake the following:

(a) make a payment of the sum of US$650,000 in cash (the “Second Cash Payment”) to Nueva Inversiones IKM Limitada in consideration for the transfer of a number of shares equivalent to 4.90% of the outstanding capital after taking into account all shares issued in connection with the exercise of the First Option, all shares issued pursuant to Section 1.16(s) and all shares to be issued in respect of the exercise of the Second Option; and

(b) issue additional GPT Shares of the GPT Entity to the Owners having a value of US$620,000 as calculated at a price equal to the greater of: (i) the average price of the GPT Shares of the GPT Entity for the thirty (30) trading days prior to the date on which

the Optionee elects to exercise the Second Option; and (ii) the minimum price at which the exchange on which the GPT Entity is listed will permit (the “Second Share Issuance”) in exchange for the transfer of a further number of Shares equivalent to 4.67% of the outstanding capital of the Optionor (the “Second Share Transfer Shares”) after taking into account all shares issued in connection with the exercise of the First Option, all shares issued pursuant to Section 1.16(s) and all shares to be issued in respect of the exercise of the Second Option from the Owners to the Optionee pro rata.

(c) If a Note is issued in lieu of all or part of the Second Share Issuance, the Second Share Transfer Shares purchased in consideration for such Note shall be subject to a share pledge as security for the payment of such Note..

1.7 Upon the completion of expenditure of the First Option Expenditures, the Optionee shall incur additional exploration and development work on the Property in order to exercise the Second Option by providing a further US$1,250,000 as a capital contribution (the “Second Option Expenditures”) in consideration for the issuance of a number of Shares equivalent to the 9.42% of the shares outstanding after taking into account all shares issued in connection with the exercise of the First Option, all shares issued in accordance with Section 1.16(s) and all shares to be issued in respect of the exercise of the Second Option (the “Second Work Shares”). The Second Work Shares will be delivered to the Optionee on a pro rata basis as funds are spent on the Property or upon deposits by the Optionee to the Expenditure Account. The Optionee will have up to a maximum of 12 months from the exercise of the First Option, to fund the Second Options Expenditures, to the Optionor and to spend the Second Option Expenditures on the Property and complete the Second Option. If the Optionee fails to provide the total amount of the Second Option Expenditures during the required term of 12 months, the amount of the Third Cash Payment (as hereinafter defined) will be increased by USD$200,000 (non-refundable), which will be credited to the capital contribution for the third option, and will give the Optionor 6 extra months to fund the Second Option Expenditure.

1.8 At any time prior to the Optionee incurring the requisite Second Option Expenditures to exercise the Second Option, the Optionee can elect to deposit into the Expenditure Account an amount equal to the difference between US$1,250,000 and the amount expended to date that qualify as Second Option Expenditures for future costs and such amount shall thereupon be deemed to have been Second Option Expenditures duly and timely incurred or paid by the Optionee.

1.9 Upon the payment of the Second Cash Payment and the completion of the Second Share Issuance as well as incurring the Second Option Expenditures, the Second Option shall be deemed to have been exercised, the Optionee shall then own 70% of the outstanding common shares of the Optionor after giving effect to the share issuance in Section 1.16(s). At any time, the Optionee shall be entitled to advise the Optionor and the Owners that it does not intend to complete the exercise of the Second Option. Upon completion of the Second Option the Optionor and the Owners may elect to cancel the Fourth Option in this agreement below at their sole discretion by notifying the Optionee in writing within ten (10) business days of completion of the Second Option.

1.10 If the Second Option is exercised, the Optionor and the Owners hereby grant to the Optionee the irrevocable option (the “Third Option”) to acquire a further 10% of the outstanding common shares of the Optionee after giving effect to the share issuance in Section 1.16(s). Within thirty (30) days of the exercise of the Second Option, the Optionee shall notify the Optionor and the Owners

in writing of its intention to exercise the Third Option. If the Optionee elects to exercise the Third Option, it shall be obligated to undertake the following:

(a) make a payment of the sum of US$1,100,000 in cash to the Owners in consideration of the transfer of a further number of Share equivalent to 6.11% of the outstanding capital of the Option following the exercise of the Second Option and the share issuance in Section 1.16 (s) from the Owners to the Optionee based on the Owners pro rata holdings (the “Third Cash Payment”); and

(b) issue additional GPT Shares of the GPT Entity to the Owners having a value of US$700,000 as calculated at a price equal to the greater of: (i) the average price of the GPT Shares of the GPT Entity for the thirty (30) trading days prior to the date on which the Optionee elects to exercise the Second Option; and (ii) the minimum price at which the exchange on which the GPT Entity is listed will permit (the “Third Share Issuance”) in consideration for the transfer of a further number of Outstanding Shares equivalent to 3.89% of the outstanding shares of the Optionor (the “Third Share Transfer Shares”) following the exercise of the Second Option and the share issuance in Section 1.16(s) from the Owners to the Optionee based on the Owners pro rata holdings;

(c) If a Note is issued in lieu of all or a part of the Third Share Issuance, the Third Share Transfer Shares purchased in consideration for such Note shall be subject to a share pledge as security for the payment of Such Note.

1.11 Upon the payment of the Third Cash Payment and the completion of the Third Share Issuance, the Third Option shall be deemed to have been exercised, the Optionee shall own 80% of the outstanding Shares of the Optionor after giving effect to the share issuance in Section 1.16(s). At any time, the Optionee shall be entitled to advise the Optionor and the Owners that it does not intend to complete the exercise of the Third Option. The Optionee will have up to a maximum of 18 months from the exercise of the Second Option to work on the Property for assessment purposes and complete the Third Option. If the Optionee fails to pay the Third Cash Payment within 12 months of the exercise of the Second Option, the amount of the Third Cash Payment shall be increased by US$200,000 and the Optionee shall have a further six months to complete the Third Cash Payment.

1.12 Unless cancelled in accordance with Section 1.9, if the Third Option is exercised, the Optionor and the Owners hereby grant to the Optionee the irrevocable option (the “Fourth Option”) to acquire the remaining Outstanding Shares from the Owners after giving effect to the share issuance in Section 1.16(s). Within thirty (30) days of the exercise of the Third Option, the Optionee shall notify the Optionor and the Owners in writing of its intention to exercise the Fourth Option. If the Optionee elects to exercise the Fourth Option, it shall be obligated to undertake the following:

(a) make a payment of the sum of US$5,500,000 (the “Fourth Cash Payment”) to the Owners in consideration of the transfer of the remaining Shares held by the Owners to the Optionee; and

(b) If the Optionee fails to make the Fourth Cash Payment within 12 months of the exercise of the Third Option, the amount of the Fourth Cash Payment shall be increased by USD$200,000 (non-refundable), which will give the Optionor 6 extra months to pay the total amount of the Fourth Cash Payment.

1.13 Upon the payment of the Fourth Cash Payment the Fourth Option shall be deemed to have been exercised, the Optionee shall own 100% of the outstanding shares of the Optionor but shall grant to the Owners a 2% Net Smelter Returns Royalty on the terms set out in the USA (as hereinafter defined). In accordance with the USA, the Owners hereby grant to the Optionee the exclusive and irrevocable right and option, exercisable at the sole and exclusive discretion of on written notice to the Owners at any time, to purchase back a 1.0% NSR Royalty (the “Purchased NSR Royalty Interest”) (i.e. so that the Net Smelter Returns Royalty thereafter shall be one percent (1.0%) of net smelter returns as otherwise calculated and paid in accordance with the terms set out in Schedule “C” to the USA) for a purchase price of One Million dollars ($1,000,000) (the “NSR Royalty Consideration”). The Optionee shall also have the right to purchase the remaining NSR for the additional sum of One Million Five Hundred Thousand dollars ($1,500,000). Upon payment by the Optionee to the Owners of the NSR Royalty Consideration, the Purchased NSR Royalty Interest shall vest with the Optionee. The Optionee will have up to a maximum of 12 months from the exercise of the Third Option to work on the Property for assessment purposes and complete the Fourth Option.

1.14 Anti-Dilution Provisions: Upon the Optionee providing the full and entire amount of funding required and completion of all actions by all parties related to deemed exercise of:

(a) the First Option, the First Anti-Dilution Provision (as described below) will immediately come into effect for a period of eighteen (18) months from the date of deemed exercise of the First Option or until the deemed exercise of the Second Option, whichever comes first. The terms of the First Anti-Dilution Provision shall be that in the event the Optionee’s shareholding is less than fifty one percent (51%) of the total outstanding securities of the Optionor, the Optionor shall issue additional common shares of the Optionor at no cost such that the Optionee’s shareholding of the outstanding securities of the Optionor shall be at least fifty one percent (51%).

(b) the Second Option, the Second Anti-Dilution Provision (as described below) will immediately come into effect for a period of eighteen (18) months from the date of the deemed exercise of the Second Option or until the deemed exercise of the Third Option, whichever comes first. The terms of the Second Anti-Dilution Provision shall be that in the event the Optionee’s shareholding is less than seventy percent (70%) of the total outstanding securities of the Optionor, the Optionor shall issue additional common shares of the Optionor at no cost such that the Optionee’s shareholding of the outstanding securities of the Optionor shall be at least seventy percent (70%).

(c) the Third Option, the Third Anti-Dilution Provision (as described below) will immediately come into effect for a period of eighteen (18) months from the date of the deemed exercise of the Third Option or until the deemed exercise of the Fourth Option, whichever comes first. The terms of the Third Anti-Dilution Provision shall be that in the event the Optionee’s shareholding is less than eighty percent (80%) of the total outstanding securities of the Optionor, the Optioner shall issue additional common shares of the Optionor at no cost such that the Optionee’s shareholding of the outstanding securities of the Optionor shall be at least eighty percent (80%).

1.15 In addition to the provision in section 1.2(d) with respect to the First Option Shares, for the Second Option and the Third Option, within thirty days of the completion of the applicable prior Option the Owners may elect to have the cash value of the applicable share issuance provided for in sections 1.6(b) and 1.10(b) paid by the Optionee instead of payment in GPT Shares for each option (the “Replacement Payment”). The Optionee must make the Replacement Payment before the

next option is exercised. Each of the Owners may elect to receive their pro rata share of the First Share Issuance in accordance with Section 1.2(d). Each of the Owners may also elect to receive their pro rata share of the Second Share Issuance or the Third Share Issuance in cash. For any such election made, the GPT Entity shall issue a promissory note or notes for such amounts (the "Notes"). Any Note issued must be repaid before the Optionee is permitted to complete the exercise of the next Option to be exercised (For clarity, if a Note is issued in lieu of the Second Share Issuance, it must be repaid before the Optionee can exercise the Third Option). If the Optionee elects not to exercise the next option or it otherwise expires unexercised, the Owners can require the Optionee to settle the outstanding amount of the applicable Note by returning a pro rata portion of Outstanding Shares issued in exchange for the applicable Note. The Optionee declares that the Owners by themselves can cancel the share titles regarding the shares to be returned pursuant to this provision.

1.16 The Optionor and the Owners warrant and represent to the Optionee that as of the date of this Agreement:

(a) The Optionor is duly organized and validly existing company under the laws of Chile;

(b) The Optionor holds the sole legal and beneficial ownership in the Property free and clear of all liens, charges and royalties, notwithstanding the referred ENAMI loan guarantees as more particularly described in Annex II,

(i) In respect to the ENAMI loan, the Optionor commits to obtain all necessary authorizations and issue any instrument required to duly materialize the transfer of the loan to the Optionor in due time;

(d) the Owners are the only shareholders of the Optionor;

(e) following the Reorganization, the authorized capital of the Optionor will consist of an unlimited number of common shares of which 10,000,000 common shares will be outstanding and no person has the right to acquire any common shares of the Optionor or any other securities convertible into common shares of the Optionor other than in accordance with the Reorganization and this Agreement;

(f) each of the Owners and the Optionor has the right, power and authority to enter into this Agreement and to complete the transactions contemplated herein free of any consent rights, preferential purchase rights or other restrictions held by other parties, and each of the Owners and the Optionor has obtained all necessary internal corporate approvals, consents and authorizations to enter into this Agreement and complete the transactions contemplated in this Agreement;

(g) the Property is free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances or other claims whatsoever (other inchoate liens and liens contested in good faith by the Optionor) other than interests of the state of Chile that may arise under the mining law and the applicable small-scale mining regulations of Chile, except for the ENAMI loan guarantees;

(h) the Optionor has the exclusive right and necessary lawful authority to explore for minerals on the Property and conduct mining operations on the Property;

(i) the active Permits described in Annex I are in good standing and in full force and effect and fully assignable. The status of all other Permits described in Annex 1 is as described therein ;

(j) other than the Permits, additional governmental or community approvals are required to conduct exploration activities or small-scale mining operations on the Property, all of them are currently outdated.

(k) this Agreement has been duly executed and delivered by each of the Owners and the Optionor and is valid and binding upon it in accordance with its terms;

(l) the mineral concessions and other rights that comprise the Property are in good standing with respect to annual labour requirements, annual rental payments, production royalties and payment of taxes, other than described in Annex III;

(m) to its knowledge after due enquiry, there are no suits, actions, prosecutions, investigations or proceedings, actual, pending or threatened, that relate to or may have an adverse effect on the Property and rights to explore and develop the Property, other than described in Annex IV;

(n) to its knowledge after due enquiry, none of the Owners, the Optionor, nor any of their predecessors in interest or title have granted or created any mortgages, liens, charges, pledges, security interests or other financial encumbrances against the Property, and none of the Owners, the Optionor nor, to their knowledge, any of its predecessors in title, have granted any person the right to use the Property, or to any royalty or other interest whatsoever in production therefrom, other than ENAMI loan guarantees;

(o) to its knowledge after due enquiry, all operations conducted by the Optionor or its predecessors in interest or title on or with respect to the Property have been conducted in a manner consistent with good exploration, engineering and mining practices for small-scale mining and in material compliance with all applicable laws and regulations, The only exceptions to the above are described in Annex IV;

(p) no reclamation or remediation work is required with respect to the Property;

(q) The Optionor is not a party to any other agreements with respect to the Property including surface owner agreements, water use agreements or other rights or interests to the lands covered by the Property;

(r) The Optionor has delivered all Data in its possession to the Optionee; and

(s) The Optionor currently has loans (the "Current Loans") with the Owners as described in Schedule "G" attached. A portion of the Current Loans shall be repaid with the proceeds of the First Cash Payment. A further portion, the Total in Schedule "G" attached, of the Current Loans relating to expenditures on the Property shall be paid from the First Option Expenditure (with such amounts being credited against the Optionee's obligations with respect to the First Option Expenditure). A further portion of the Current Loans shall be converted into Outstanding Shares in accordance with the Reorganization. Following the above transactions, the Current Loans shall be paid in full and the Optionor shall have no other debt obligations to the Owners expect as expressly provided for in this Agreement or the USA.

1.17 The Optionee covenants and agrees with the Optionor and the Owners as follows:

(a) it is duly organized and validly existing under its jurisdiction of incorporation and is qualified to transact business in Canada; and

(b) it has the right, power and authority to enter into this Agreement, and it has obtained all necessary internal corporate approvals, consents and authorizations to enter into this Agreement and complete the transactions contemplated in this Agreement.

(c) that it will carry out operations on the Property in a careful and professional manner and in accordance with recognized industry practices and in full conformity with all applicable mining and environmental laws and regulations of Chile.

(d) that it will promptly pay all accounts of any nature and kind for wages, supplies, workers compensation assessments and all other accounts and indebtedness incurred by it on the Property so that no lien can arise thereon or upon the ore and minerals contained therein;

(e) that it will prepare and deliver to the Optionor and the Owners the following reports, disclosing all information and results gained:

(i) when work is advanced on the Property that it present a copy of the written monthly progress report of the work completed in the last calendar month, including any results obtained, the estimated expenditures incurred, and any plans for the present month;

(ii) after the conclusion of each exploration program, when prepared, and in any event not later than 60 days after conclusion of the exploration program, a copy of the summary of the work performed and the results obtained, including copies of any drill records, assays, maps, plans and all other relevant factual information and materials not previously delivered;

(iii) during periods of active field work, written summary reports and information on any material changes obtained as necessary to permit the Optionor to meet its obligations under applicable legislation; and

(iv) that if the Option is terminated, forfeited or abandoned, it will furnish to the Optionor copies of all maps, plans, reports, assays and other technical data whatsoever pertaining to the work carried on by it upon the Property as may then be in its possession or available to it;

(f) that it will promptly notify the Optionor and the Owners of any allegations actually received by the Optionee, written or oral, of a material violation of applicable law relating to the exploration programs on the Claim;

(g) that it shall cause its subcontractors to, provide, maintain and pay for the following, without cost to the Optionor or charge to expenditures:

(i) proof of comprehensive general liability insurance, having a limit of at least $5 million inclusive of any one claim, protecting the Optionor, the Optionee and their respective directors, officers, employees and agents, insuring against claims for personal injury (including death), and against claims for property damage any of

which may arise directly or indirectly from the performance of the services under this Agreement;

(ii) if helicopter or fixed wing aircraft are used in performance of the work contemplated by this Agreement, proof of aircraft liability insurance (having a limit of not less than $1 million per seat inclusive for any one accident or occurrence; and insuring against claims for personal injury including death) and hull coverage should be included;

(iii) proof of automobile liability insurance, having a limit consistent with local practices as agreeable between the parties, and insuring against claims for bodily injury, including death, and for property damage arising out of the use of owned, leased and non-owned vehicles for the performance of any activities under this Agreement;

(iv) proof of liability, accident, and unemployment insurance and worker's compensation coverage for itself and its employees, agents and subcontractors hired to perform the services hereunder;

(v) the policy of insurance under subparagraph 1.17(g)(i) shall include clauses that:

(A) define “additional insureds” as to include the Optionor and Optionee, their affiliates and their directors, officers, employees and agents with respect to the activities of the Optionee, their agents, subcontractors, licensees and invitees on or in respect of the Property;

(B) contain a waiver of subrogation in favour of the Optionor and Optionee and their affiliates and their directors, employees, agents, subcontractors, licensees and invitees; and

(C) confirmation in writing that the insurer shall provide the Optionee and Optionor with at least thirty (30) days’ Notice of variation, cancellation or termination of the coverage;

(vi) promptly furnish a copy of the Certificate of Insurance to the Optionor at the address set forth in the beginning of this Agreement, as proof of insurance in accordance with subparagraph 1.17(g)(i); and

(vii) any contract with a subcontractor will warrant that the subcontractor will pay the full deductible amounts if there is a claim against any policy of insurance to be provided by the Optionee under this subparagraph 1.17(g).

(h) that it require all subcontractors to follow industry standards and procedures as regulated by law regarding the environment, industrial security, social and cultural sensitivities, and emergency procedures,

1.18 Subject to Section 1.20, the Optionor and the Owners agree to indemnify, hold harmless and release Optionee and its officers, directors and employees for a period of 24 months from the date hereof, from and against any and all claims, causes of action, liabilities, obligations, losses, damages, penalties, fines, settlements, costs or expenses of any nature whatsoever, including without limitation reasonable attorneys’ fees and disbursements arising from:

(a) any of the Owners’ or the Optioner’s representations or warranties set forth in Section 1.16 of this Agreement being incorrect or untrue or any state of facts contrary to any such representation or warranty;

(b) any breach of Owners’ or the Optioners’ covenants, duties, obligations or agreements contained in this Agreement; and

(c) provided that the maximum amount recoverable by the Optionee shall be capped at 50% of the consideration actually received by the Owners as consideration for the transfer of outstanding shares of the Optionee.

1.19 Subject to Section 1.20, the Optionee agrees to:

(a) indemnify and hold harmless and release the Owners and the Optioner and its officers, directors and employees for a period of 24 months from the date hereof from and against any and all claims, causes of action, liabilities, obligations, losses, damages, penalties, fines, settlements, costs or expenses of any nature whatsoever, including without limitation reasonable attorneys’ fees and disbursements, arising from:

(i) any of the Optionee’s representations or warranties set forth in Section 1.17 of this Agreement being incorrect or untrue or any state of facts contrary to any such representation or warranty;

(ii) any breach of the Optionee’s covenants, duties, obligations or agreements contained in this Agreement; and

(iii) provided that the maximum amount recoverable by the Optionee shall be capped at 50% of the consideration actually received by the Owners as consideration for the transfer of outstanding shares of the Optionee.

1.20 No party hereto shall be liable to another party hereto in contract, tort or otherwise for special or consequential damages, including, without limiting the generality of the foregoing, loss of profits or revenues suffered by the indemnified party. The limits on liability set out in this section do not apply to claims made by a third party against the indemnified party, its directors, officers and employees for its special or consequential damages.

1.21 All expenditures incurred by the Operator in connection with the evaluation, exploration and development of the Property shall be approved in accordance with the USA and credited towards the required expenditures referred to in this Agreement including, without limitation, the following:

(a) Reasonable consulting fees and labour costs;

(b) costs of supplies and making equipment available, and the transportation thereof;

(d) title work and the cost of recording same; and

(e) assessment work and the cost of recording same.

1.22 The Owners shall be entitled to receive additional payments based on the total of ore containing copper in compliance categories and contained in a technical report (the “Technical Report”) completed by the Optionee in compliance with National Instrument 43-101 of the Canadian Securities Authorities or a combination thereof (the “Copper Target”). The bonus shall be calculated based on the date of publication of the Technical Report (the “Earned Date”). The bonus shall be paid to the Owners based on their pro rata initial holdings in the Optionor in cash and Shares of the GPT Entity in the proportions and payable as follows:

(a) US$500,000 on the Earned Date on which the Copper Target of 5 million tonnes at an average grade of 4.0% Cu (adjusted based on average grade if above 1%) is achieved payable as follows: 30% in cash, 70% in GPT shares issued at a price of the greater of 85% of the volume weighted average price of GPT shares for the 45 day’s trading between the announcement of the report and the publication of the technical report on SEDAR; and the minimum price permitted under application exchange rules (Subject to 12 month lock up; aligned with founders);

(b) A further US$250,000 in GPT shares issued as above, under condition the 43-101 described above also contains a mineable resource greater than 2 million tonnes of the Copper Target and grade adjusted as above;

(c) a further sum of US$1,000,000 on the Earned Date on which two (2) times the Copper Target is achieved payable as follows: 30% in cash, 70% in GPT shares issued at a price of the greater of 85% of the volume weighted average price of GPT shares for the 45 day’s trading between the announcement of the report and the publication of the technical report on SEDAR; and the minimum price permitted under application exchange rules (Subject to 12 month lock up; aligned with founders); and

(d) a further sum of US$1,250,000 on the Earned Date on which three (3) times the Copper Target is achieved and divided between cash and shares as above.

If the Optionee elects to settle the bonuses by issuing GPT Shares of the GPT Entity, the number of GPT Shares shall be calculated at a price equal to the greater of: (i) the average price of the GPT Shares of the GPT Entity for the thirty (30) trading days prior to the Earned Date; and (ii) the minimum price at which the exchange on which the GPT Entity is listed will permit or at the price shares are issued pursuant to the GPT if the Earned Date is prior to the date of the completion of the GPT.

1.23 In addition to any other provisions contained in this Agreement, If the Owners wish to sell any GPT Shares acquired pursuant to this Agreement prior to the first anniversary of the listing of such shares on a stock exchange, the Owners will notify the Optionee and the Optionee will use reasonable commercial efforts to find one or more purchasers for such Shares in compliance with applicable securities laws.

1.24 Funds will only be available to the Optionee to fulfill its obligations under this Agreement on the completion of the GPT. In order to compensate the Optionor for the variable waiting period to completion of the GPT, the Optionee will provide a one-time fee of up to US$600,000 (the “Financing Fee”) to be payable as set out below with the timing of payment conditional upon the amount of the GPT Financing Target raised concurrently with the completion of the GPT. The following calculations are expressed as a percentage of the GPT Financing Target, the Financing Fee and the amounts to be provided under the First Option which may be provided in tranches and according to the timing detailed as follows and described in Schedule “E” hereto:

(a) If an amount of ninety percent (90%) of the GPT Financing Target or greater is raised as a result of the GPT Financing, the Optionee will deliver to the Optionor the Financing Fee of US$600,000, the balance of the First Cash Payment, of US$485,000 and deposit the First Work Expenditures of US$3,000,000 to the Expenditure Account on completion of the GPT;

(b) If an amount equal to or greater than eighty percent (80%) but less than ninety percent (90%) of the GPT Financing Target is raised as a result of the GPT Financing, the Financing Fee shall be US$500,000, the Optionee shall deliver the balance of the First Cash Payment of US$485,000 and shall deposit into the Expenditure Account US$2,850,000 of the First Work Expenditure on completion of the GPT. A further delayed payment and accrued interest of one percent (1%) per month will be due within sixteen (16) months of completion of the GPT (the “Delayed Financing Fee”) and is will be equal to equal to US$100,000. The balance of the First Expenditure Amount will be deposited to the Expenditure Account within sixteen (16) months of completion of the GPT (the “Delayed First Work Expenditures”) and is will be equal to equal to US$150,000; and,

(c) If an amount equal to or greater than seventy percent (70%) but less than eighty percent (80%) of the GPT Financing Target is raised as a result of the GPT Financing, the Financing Fee shall be US$275,000, the Optionee shall deliver the balance of the First Cash Payment of US$485,000 and shall deposit into the Expenditure Account US$2,450,000 of the First Work Expenditures on completion of the GPT. The Delayed Financing Fee shall be US$325,000 and the Delayed First Work Expenditures shall be US$550,000 which shall be payable on the same timeline as Section 1.24(b); and,

(d) If an amount equal to or greater than sixty percent (60%) but less than seventy percent (70%) of the GPT Financing Target is raised as a result of the GPT Financing, the Financing Fee shall be US$0, the Optionee shall deliver the balance of the First Cash Payment of US$485,000 and shall deposit into the Expenditure Account US$2,000,000 of the First Work Expenditures on completion of the GPT. The Delayed Financing Fee shall be US$600,000 and the Delayed First Work Expenditures shall be US$1,000,000 which shall be payable on the same timeline as set out in Section 1.24(b). The Current Loans will not be paid until after such time as the Delayed First Work Expenditures are deposited; and,

(e) If an amount equal to or greater than fifty percent (50%) but less than sixty percent (60%) of the GPT Financing Target is raised as a result of the GPT Financing, the Financing Fee shall be US$0, the Optionee shall deliver the balance of the First Cash Payment of US$485,000 and shall deposit into the Expenditure Account US$1,500,000 of the First Work Expenditures on completion of the GPT. The Delayed Financing Fee shall be US$600,000 and the Delayed First Work Expenditures shall be US$1,500,000 which shall be payable on the same timeline as set out in Section 1.24(b). The Current Loans will not be paid until after such time as the Delayed First Work Expenditures are deposited; and,

(f) If an amount equal to or greater than forty percent (40%) but less than fifty percent (50%) of the GPT Financing Target is raised as a result of the GPT Financing, the Financing Fee shall be US$0, the Optionee shall deliver the balance of the First Cash Payment of US$485,000 and shall deposit into the Expenditure Account US$850,000 of the First Work Expenditures on completion of the GPT. The Delayed Financing Fee shall be US$600,000 and the Delayed First Work Expenditures shall be US$2,150,000 which shall be payable

on the same timeline as set out in Section 1.24(b). The Current Loans will not be paid until after such time as the Delayed First Work Expenditures are deposited; and,

(g) If an amount equal to or greater than thirty percent (30%) but less than forty percent (40%) of the GPT Financing Target is raised as a result of the GPT Financing, the Financing Fee shall be US$0, the Optionee shall deliver the balance of the First Cash Payment of US$485,000 and shall deposit into the Expenditure Account US$750,000 of the First Work Expenditures on completion of the GPT. The Delayed Financing Fee shall be US$600,000 and the Delayed First Work Expenditures shall be US$2,250,000 which shall be payable on the same timeline as set out in Section 1.24(b). The Current Loans will not be paid until after such time as the Delayed First Work Expenditures are deposited.; and

(h) If within sixteen (16) months, subject to the extension provided for in Section 1.3, of completion of the GPT the Delayed First Work Expenditures have not been deposited the Optionee shall surrender to the Optionor that number of First Work Shares equal to the amount of Delayed First Work Expenditures not paid divided by US$3,000,000 all multiplied by the total number of First Work Shares delivered.

2.1 Upon the Optionee first becoming a shareholder in the Optionor, the Owners, the Optionor and the Optionee shall enter into a unanimous shareholder agreement in the form attached hereto as Schedule “D” (the “USA”).

2.2 Until the first Option is exercised, the Optionee shall appoint an operator of the Property (the “Operator”). In addition to the responsibilities under section 1.17 of this Agreement the Operator shall have such other obligations as may be necessary for it to fulfill its duties as Operator.

(a) until the exercise of the First Option the Operator shall be entitled to an administrative fee of up to 5% during the exploration phase based upon its actual allocation of overhead costs. After the exercise of the First Option, such fees shall be determined in accordance with the USA.

(b) Funding of all expenditures on the Property not expressly provided for in this Agreement shall determined in accordance with the provisions of the USA;

3.1 During the term of this Option, the Optionee shall have the exclusive possession and control of the Property and full use of its surface rights for the purpose of performing mineral exploration only, and the right by its employees, agents, or contractors to explore, prospect, examine and develop the Property in such a manner as the Optionee, in its sole discretion, shall decide and based on professional geological recommendations.

4.1 The Option shall forthwith terminate:

(a) upon the all options being exercised or upon the Optionee notifying the Optionor and the Owners that it does not intend to exercise the next option;

(b) upon the Optionee giving notice of termination to the Optionor and the Owners; or

(c) upon the expiration of thirty (30) days after service of notice to the Optionee in writing by the Optionor of a breach by the Optionee of any condition or covenant herein contained to be observed or performed, if such breach has not theretofore been rectified.

4.2 Except as expressly provided for herein, upon termination of the Option all obligations or liabilities hereunder of whatever nature of the parties shall cease and determine, except for the obligation of the Optionee to leave the Property free and clear of any liens, charges or encumbrances arising from its work thereon, or for materials or supplies delivered thereto at its request. The Optionee shall have the right for ninety (90) days thereafter to remove any machinery, equipment or supplies brought on to the Claim by it. If at the time of termination, the USA has been executed, all further matters will be governed by the USA.

5.1 The rights of no party shall be prejudiced by events beyond a party’s reasonable control, including, without limiting, environmental restrictions or approvals, the exigencies of nature, government and acts of God particularly as they may affect exploration and development of the Property, but excluding the want of funds. All times herein provided for shall be extended by the period necessary to cure any such event and the party affected shall use all reasonable means to do so promptly. Each party agrees to cooperate with the other in applying for and obtaining all required federal, territorial, provincial and other governmental approvals.

6.1

(a) During the term of this Agreement, all information and data concerning this Agreement and the Property shall generally be kept confidential and, except to the extent required by law or in connection with the customary reporting requirements or investor relations activity of a party or its affiliates, shall not be disclosed to any person other than an affiliate without the prior consent of the other party, which consent shall not unreasonably be withheld, conditioned or delayed. Notwithstanding the foregoing, once any confidential information relating to exploration results, assays or other data has been released by a party as required pursuant to its continuous disclosure obligations under applicable securities and stock exchange rules (the “Disseminated Information”), and without breaching the terms of this confidentiality covenant, the Disseminated Information shall no longer be subject to the provisions of this paragraph 6.1.

(b) A party (or its affiliates) proposing a press release relating to this Agreement, the Property, or the terms of this Agreement, work thereon, or the activities of the parties or their affiliates with respect thereto, shall provide a copy to the other party for its information and comments using its best efforts to ensure it is provided at least three (3) Business Days (where used in this Agreement, the term “Business Day” means a day on which The Toronto-Dominion Bank, Main Branch, Toronto, Ontario, is open for business) prior to release. Any comments that the receiving party may make shall not be considered certification by the other party of the accuracy of the information in such press release, or a confirmation by it that the content of such press release complies with the rules, policies, by-laws and disclosure standards of the applicable regulatory authorities or stock exchanges. If the receiving party fails to provide comments within said time period the providing party may, subject to subparagraph 6.1(c) make the proposed press release.

(c) Each party shall obtain prior approval of the other parties before issuing any press release or public statement using the other party’s name or the name of any of its affiliates, or the

names of any of the officers, directors or employees of the other party or its affiliates. The foregoing prohibition shall not apply if disclosure of the other party's, or it's affiliate's, name is required, in the opinion of counsel to a party, by applicable public disclosure requirements however in such a case the party wishing to make the disclosure must provide a copy to the other party for its information and comments using its best efforts to ensure it is provided at least three Business Days prior to release. However, such approval shall not be considered certification by the other party of the accuracy of the information in such press release, or a confirmation by it that the content of such press release complies with the rules, policies, by-laws and disclosure standards of the applicable regulatory authorities or stock exchanges. For the purposes of clarification, any party obtaining such approval to such disclosure in a press release does not need to seek approval from the other party if the first party is repeating a public statement that is substantially similar to a public statement that has been previously approved by the other party in accordance with the provisions of this Agreement.

7.1 Nothing in this Agreement, subject to the USA, shall be deemed to constitute the Optionor or the Owners the partner of the Optionee. Each party agrees to indemnify and hold the other harmless from and against the breaches of its representations, warranties, or agreements hereunder, and from and against any negligent or intentional acts by it or any of its officers, agents or employees, subject to the cap and limitations indicated in this Agreement.

8.1 Time shall be of the essence of this Agreement and, should the parties fix new dates for the performance of any obligation, time shall thereafter again be of the essence of this Agreement.

9.1 The Optionor, the Owners and the Optionee acknowledge this Agreement and the issuance of any shares in the capital of the Optionee are subject to the approval of all necessary regulatory authorities, including the exchange on which the Shares of the GPT Entity trade as applicable, and agree to promptly comply with all conditions and requirements which may be required by such regulatory authorities.

10.

10.1 Tag-Along Rights.

(a) If a party to this Agreement (the "Tag-Along Offeror") receives a bona fide written offer from any Person that is not a party to this Agreement and that deals at arm's length with the Tag-Along Offeror and the other Shareholders (the "Third Party Tag-Along Offeror") to purchase all but not less than all of the Shares owned by the Tag-Along Offeror (the "Offered Tag-Along Shares") for a dollar amount payable in cash on the closing of the proposed purchase, which offer (i) is acceptable to the Tag-Along Offeror (a "Third Party Tag-Along Offer"); and (ii) has not been subject to the exercise of rights of the other parties under Section 4.2 of the USA, the Tag-Along Offeror shall, promptly following the expiration of any rights of a Shareholder under Section 4.2 of the USA, inform by written notice (the "Tag-Along Offeror Notice") each other part to this Agreement (each, a "Tag-Along Shareholder") of the proposed sale (the "Tag-Along Sale"). Each Tag-Along Shareholder shall have the right, exercisable by giving written notice (the "Tag-Along Notice") to the Tag-Along Offeror within 15 Business Days from the date of receipt of the Tag-Along Offeror Notice, to sell to the Third Party Tag-Along Offeror all but not less than all of such Shareholder's Shares (the "Tagged Shares") at the

same price per share of Shares and otherwise on the same terms and conditions as those set out in the Third Party Tag-Along Offer.

(b) If one or more Tag-Along Shareholders elects to participate in the Tag-Along Sale, the Tag-Along Offeror and such Tag-Along Shareholders shall sell, in aggregate, and the Third Party Tag-Along Offeror shall purchase the number of Shares equal to the sum of all of the Offered Tag-Along Shares plus all of the Tagged Shares.

(c) The Tag-Along Offeror shall not be responsible for any failure by the Third Party Tag-Along Offeror to complete the Tag-Along Sale but shall not sell any Common Shares to the Third Party Tag-Along Offeror unless all of the Common Shares to be sold by the participating Tag-Along Shareholders pursuant to this Section 10.1 are purchased by the Third Party Tag-Along Offeror at the same time and in accordance with the provisions of this Section 10.1.

(d) Any Third Party Tag-Along Offer shall satisfy the following conditions, failing which the Tag-Along Offeror shall be precluded from selling thereunder: (i) the liability of such parties to indemnify the purchaser under a Tag-Along Sale shall be several and shall not exceed the amount of the respective consideration paid to such parties under the Tag-Along Sale; provided, however, that the liability of such parties arising from a breach of a representation or warranty relating to their ownership of, and their ability to convey title to, their Shares, or for their fraud, gross negligence or wilful misconduct, shall not be limited; (ii) such parties shall not be obliged to provide any non-competition covenants (it being understood and agreed that parties may be obliged to provide customary confidentiality covenants in connection with information held by it with respect to clients and customers); (iii) the Tag-Along Sale does not contain any provision or term that could not reasonably be satisfied by the parties; and (iv) other than: (A) to the extent payable to all selling parties on a pro rata basis; or (B) as fair consideration for future services to be provided to the optionor or its Subsidiaries, the agreement of purchase and sale shall not provide for the payment of management, consulting or other fees, a payment for any non-competition covenant or the payment of salary to any selling party or to any other Person with whom any selling party does not deal at arm's length.

(e) After the execution of the USA and if there are any inconsistencies between this Section 10.1 and Section 5.1 of the USA, Section 5.1 of the USA shall govern.

10.2 Drag Along Rights

In the event that: (i) the Optionee has exercised the First Option, has complied with Section 1.4 and receives an offer in good faith from an arm's length third party for all of its interest in the Shares which the Optionee wishes to accept at a price per share that results in the Owners receiving total consideration hereunder and pursuant to the sale of at least US$13,000,000, and the sale or disposition is conditional upon the sale or disposition of all of the remaining interest in the Optionor held by the Owners to the third party, and provided that the Optionee first complies with Section 4.2 of the USA; or (ii) where the Optionee has elected not to execute either the Second Option or the Third Option, and the Owners receive an offer in good faith from an arm's length third party for all of their interest in the Shares that the Owners wish to accept at a price that represents proceeds for the Optionee of at least the total dollar value invested by the Optionee at the time of sale and the sale or disposition is conditional upon the sale or disposition of all of the remaining interest in the Optionor held by the optionee to the third party, and provided that the owners first comply with Section 4.2 of the USA, in either case the Party receiving the offer pursuant to this

Section 10.2 (the “Drag Offer”) shall have the right to require that the other parties sell all of their interest in the Shares to the third party. The procedure for, and the terms and conditions of, the exercise of this right are set out below:

(a) the party relying on the provisions of this Section 10.2 (the “Proposing Shareholder”) shall immediately advise the other parties (the “Receiving Shareholders”) in writing, specifying the details of the offer and requiring the Receiving Shareholders, on ten (10) days’ notice in writing (a “Compulsory Sale Notice”), to sell all of its interest in the Shares to the purchaser pursuant to the terms of the offer;

(b) if the Proposing Shareholder gives a Compulsory Sale Notice, then the Receiving Shareholders shall sell all of their interest in the Shares held by them, upon the terms specified in the offer; and

(c) the Receiving Shareholders acknowledge that if they receive a Compulsory Sale Notice and they fail to execute or cause to be executed all such agreements and documents as may be necessary under this Agreement, applicable law or otherwise to enable to the Shares held by them to be sold pursuant to this provision as provided in the Compulsory Sale Notice, they each hereby irrevocably constitutes and appoints any director designate of the Proposing Shareholder from time to time, as the true and lawful attorney for such shareholder with full power of substitution in the name of and on behalf of such shareholder in accordance with applicable law, with no restriction or limitation in that regard, to execute and deliver all such agreements and documents as may be necessary to permit the sale of the Shares in accordance with this provision and the Compulsory Sale Notice. This power of attorney is coupled with an interest and may not be revoked or terminated by any act or by any subsequent incapacity on the part of the donor unless this Agreement.

10.3 Permitted Transfers:

(a) a transfer by a Party of all or any part of its interest in this Agreement is permitted to an affiliated company or related company if

(i) the transferee remains an Affiliate (as such term is defined in the USA) indefinitely thereafter;

(ii) the Affiliate agrees in writing to be bound by the provisions hereof; and

(iii) a transfer to an Affiliate shall not relieve the Party of any of its liabilities and obligations arising under this Agreement; or

(b) (a Party shall be entitled to undertake a corporate merger, consolidation, amalgamation, or reorganization by which the surviving entity shall be subject to all of the liabilities and obligations of the Party hereunder, including an amalgamation or reorganization involving the other Party; and

11. Arbitration

Any dispute, whether based on contract, tort, statute, or otherwise in law or equity arising out of or relating to this Agreement or the relationship which results from this Agreement, the interpretation, breach, termination or validity of this Agreement, the events leading up to the formation of this Agreement, and any issue relating to the creation of this Agreement or its scope, shall be resolved as follows:

(a) the parties shall endeavour for a period of thirty (30) days to resolve any dispute by negotiation. The parties may refer the dispute to mediation in accordance with the Commercial Mediation Act, 2010;

(b) if the matter cannot be resolved by negotiation or mediation, then a dispute shall be submitted to binding arbitration in accordance with the Arbitration Act, 1991 (Ontario) as amended and as modified and supplemented by the provisions of this section 13.

11.2 Arbitration Procedure

It shall be a condition precedent to the right of either the Optionor and the Owners acting as one party or the Optionee or their respective successors in interest to submitting any matter to arbitration pursuant to the provisions thereof, that such party shall have given not less than ten (10) days prior written notice of its intention to do so to the other party. On the expiration of such ten (10) days the party who gave such notice (the "Referring Party") may proceed to refer the dispute to arbitration as herein provided:

(a) the Referring Party shall proceed to refer the dispute to arbitration by appointing one arbitrator (the "Referring Party's Arbitrator"), and shall notify the other party (the "Responding Party"), of such appointment, and the Responding Party, within fifteen (15) days after receiving notice of the appointment of the Referring Party's Arbitrator, shall appoint one arbitrator (the "Responding Party's Arbitrator"), and the arbitrators so named, before proceeding to act and within thirty (30) days of their appointment, shall agree unanimously on the appointment of a third arbitrator to act with them and be chairman (the "Chairman") of the arbitration and proceed to determine the matter as herein provided;

(b) if the Referring Party's Arbitrator and the Responding Party's Arbitrator shall be unable to agree on the appointment of the Chairman, a judge of a court of competent jurisdiction in the Province of Ontario shall appoint a Chairman, on the application of either party;

(c) if the Responding Party shall fail to appoint an arbitrator within fifteen (15) days after receiving notice of the appointment of the Referring Party's Arbitrator, then the Referring Party's Arbitrator shall act to appoint a second arbitrator who shall be Chairman of the arbitration and the Referring Party's Arbitrator and the Chairman so appointed shall proceed to determine the matter as provided herein;

(d) the Chairman shall fix a time and place in Toronto, Ontario for the purpose of hearing the evidence and representations of the parties, and he shall preside over the arbitration and determine all questions of procedure not herein provided for. After hearing any evidence and representations that each party may submit, the arbitrators shall make an award and reduce the same to writing and deliver one copy thereof to each party. Each party agrees that the award of a majority of the arbitrators shall be final and binding upon each of them and there shall be no appeal therefrom. The cost of the arbitration shall be paid as specified in the award. A judgment may be entered upon the award made pursuant to such arbitration in a court of competent jurisdiction; and

(e) the Optionee and their successors in interest shall collectively be entitled to appoint one arbitrator, and the Optionor and its successors in interest shall collectively be entitled to appoint one arbitrator.

12.

12.1 Any notice given pursuant hereto shall be in writing and shall be delivered or mailed by pre-paid registered post to the other party at its address set forth in the beginning of this Agreement and if so delivered shall be deemed to be effective immediately and if so mailed shall be deemed to have been given on the fifth postal delivery day following the date of mailing. A copy of such notice shall also be sent by e-mail.

13.

13.1 This Agreement and the USA represents the complete understanding of the parties and shall not be deviated from except by a further written agreement. Each party agrees to execute further documents necessary to give effect to this Agreement.

14.

14.1 This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators and assigns.

15.

15.1 The Optionee may assign its rights and obligations under this Agreement to a third party with the consent of the Optionor and the Owners which consent may not be unreasonably withheld.

16.

16.1 This Agreement may be signed by the parties in as many counterparts as may be necessary, each of which when executed and delivered, either by facsimile, electronic transmission or the original, shall be deemed to be an original, and such counterparts together shall constitute one and the same instrument and, notwithstanding the date of execution, shall be deemed to bear the effective date set forth above.

IN WITNESS WHEREOF the parties hereto have caused these presents to be executed as and from the day, month and year first written above.

SIGNED, SEALED AND DELIVERED )

in the presence of

) NUEVA INVERSIONES SMG CHILE SPA

) I have authority to bind the corporation.

)

) NUEVA INVERSIONES IKM LIMITADA

) I have authority to bind the corporation.

) INVERSIONES MATER SPA

)

) I have authority to bind the corporation.

)

) 15007887 CANADA INC.

)

) I have authority to bind the corporation.

SCHEDULE "A"

Mineral Claims Comprising the Property

GRUPO DELFINAS

PEDIMENTO	Hás	V1		V2		V3		V4
		NORTE	ESTE	NORTE	ESTE	NORTE	ESTE	NORTE	ESTE
DELFINA 1 al 53	53	7565047	378100	7565047	379000	7564547	379000	7564547	378398
		V5		V6		V7		V8
		NORTE	ESTE	NORTE	ESTE	NORTE	ESTE	NORTE	ESTE
		7564147	378398	7564147	378198	7564547	378198	7564547	378100

PEDIMENTO	Hás	V1		V2		V3		V4
		NORTE	ESTE	NORTE	ESTE	NORTE	ESTE	NORTE	ESTE
DELFINA I	300	7565000	379000	7565000	380000	7562000	380000	7562000	379000
DELFINA II	200	7565000	380000	7565000	382000	7564000	382000	7564000	380000
DELFINA III	200	7564000	380000	7564000	382000	7563000	382000	7563000	380000
DELFINA IV	200	7564000	382000	7564000	384000	7563000	384000	7563000	382000
DELFINA V	100	7563000	380000	7563000	381000	7562000	381000	7562000	380000
DELFINA VI	300	7562000	377900	7562000	380900	7561000	380900	7561000	377900
DELFINA VII 1/106	106	7561000	378400	7561000	379400	7561038	379400	7561038	380200

MANIFESTACION	Hás	V1		V2		V3		V4
		NORTE	ESTE	NORTE	ESTE	NORTE	ESTE	NORTE	ESTE
DELFINA VII 1/106	106	7565047	378100	7565047	379000	7564547	379000	7564547	378398
		V5		V6		V7		V8
		NORTE	ESTE	NORTE	ESTE	NORTE	ESTE	NORTE	ESTE
		7560338	380200	7560338	379400	7560500	379400	7560500	378400

GRUPO MILAGROS

PEDIMENTO	Hás	V1		V2		V3		V4
		NORTE	ESTE	NORTE	ESTE	NORTE	ESTE	NORTE	ESTE
MILAGROS I	100	7557000	380000	7557000	381000	7556000	381000	7556000	380000
MILAGROS II	200	7556000	379000	7556000	381000	7555000	381000	7555000	379000
MILAGROS III	200	7555500	378500	7555500	379500	7553500	379500	7553500	378500
MILAGROS IV	200	7555000	379500	7555000	380500	7553000	380500	7553000	379500
MILAGROS V	200	7555000	380500	7555000	381500	7553000	381500	7553000	380500
MILAGROS VI	200	7555000	381500	7555000	382500	7553000	382500	7553000	381500

GRUPO TAMAYA

MANIFESTACIÓN	Hés	V1		V2		V3		V4
ANILA 1-50	100	NORTE	ESTE	NORTE	ESTE	NORTE	ESTE	NORTE	ESTE
		7555000	386000	7.555.000,00	387.000,00	7.554.000,00	387.000,00	7.554.000,00	386.000,00

ANITA 1-50	100	V1		V2		V3		V4
		NORTE	ESTE	NORTE	ESTE	NORTE	ESTE	NORTE	ESTE
		7.555.000,00	385.000,00	7.555.000,00	386.000,00	7.554.000,00	386.000,00	7.554.000,00	385.000,00

DELIA 1-50	100	V1		V2		V3		V4
		NORTE	ESTE	NORTE	ESTE	NORTE	ESTE	NORTE	ESTE
		7.556.000,00	384.000,00	7.556.000,00	385.000,00	7.555.000,00	385.000,00	7.555.000,00	384.000,00

INES 1-50	100	V1		V2		V3		V4
		NORTE	ESTE	NORTE	ESTE	NORTE	ESTE	NORTE	ESTE
		7.554.000,00	384.000,00	7.554.000,00	385.000,00	7.553.000,00	385.000,00	7.553.000,00	384.000,00

ISABEL 1-50	100	V1		V2		V3		V4
		NORTE	ESTE	NORTE	ESTE	NORTE	ESTE	NORTE	ESTE
		7.555.000,00	384.000,00	7.555.000,00	385.000,00	7.554.000,00	385.000,00	7.554.000,00	384.000,00
KATHERINE 1-54	54	V1		V2		V3		V4
---	---	---	---	---	---	---	---	---	---
		NORTE	ESTE	NORTE	ESTE	NORTE	ESTE	NORTE	ESTE
		7.553.990,00	386.950,00	7.553.990,00	388.050,00	7.554.000,00	388.050,00	7.554.000,00	388.150,00
		V6		V7		V8		V9
		NORTE	ESTE	NORTE	ESTE	NORTE	ESTE	NORTE	ESTE
		7.553.000,00	388.100,00	7.552.900,00	388.100,00	7.552.900,00	387.200,00	7.553.000,00	387.200,00
		V11		V12		V13		V14
		NORTE	ESTE	NORTE	ESTE	NORTE	ESTE	NORTE	ESTE
		7.553.800,00	387.000,00	7.553.800,00	387.200,00	7.553.000,00	387.950,00	7.553.800,00	387.950,00
		V16		V17
		NORTE	ESTE	NORTE	ESTE
		7.553.890,00	388.050,00	7.553.890,00	386.950,00

MARYELL 1-50	100	V1		V2		V3		V4
		NORTE	ESTE	NORTE	ESTE	NORTE	ESTE	NORTE	ESTE
		7.554.000,00	385.000,00	7.554.000,00	386.000,00	7.553.000,00	386.000,00	7.553.000,00	385.000,00

MARGARITA 1-50	100	V1		V2		V3		V4
		NORTE	ESTE	NORTE	ESTE	NORTE	ESTE	NORTE	ESTE
		7.554.000,00	386.000,00	7.554.000,00	387.000,00	7.553.000,00	387.000,00	7.553.000,00	386.000,00

KATHERINE 1-28	56	V1		V2		V3		V4
		NORTE	ESTE	NORTE	ESTE	NORTE	ESTE	NORTE	ESTE
		7.547.007,06	382.442,13	7.547.007,06	383.142,13	7.546.207,06	383.142,13	7.546.207,06	382.442,13

SANTA MONICA

MANIFESTACIÓN	Hés	V1		V2		V3		V4		V5		V6
MONICA 1-8	75	NORTE	ESTE	NORTE	ESTE	NORTE	ESTE	NORTE	ESTE	NORTE	ESTE	NORTE	ESTE
		7.546.900	379.100	7.546.900	379.600	7.546.400	379.600	7.546.400	380.100	7.545.900	380.100	7.545.900	379.100

CONDOR

MANIFESTACIÓN	Hés	V1		V2		V3		V4
CONDOR 1/4	20	NORTE	ESTE	NORTE	ESTE	NORTE	ESTE	NORTE	ESTE
		7.551.100,00	379.400,00	7.551.100,00	379.900,00	7.550.700	379.900	7.550.700	379.400

SCHEDULE “B”

Loans from Empresa Nacional de Minería, Chile (“ENAMI”)

Pag: 1/28

CARLOS FELIPE URBINA RESZCZYNSKI

Digitally signed by CARLOS FELIPE URBINA RESZCZYNSKI
Date: 2022.07.22 10:51:12 -04:00
Reason: Camila Jorquiera Monardez
Location: Antofagasta - Chile

Pag: 1/1

RU
NOTARIA
URBINA
SEIS MIL OCHOCIENTOS SESENTA 6.850

CONVENIO DE RECONOCIMIENTO DE RECURSOS

Y/O RESERVAS Y PLANIFICACION MINERA

EMPRESA NACIONAL DE MINERÍA

Y

OPERADORA SANTA MÓNICA SPA

Repertorio N°2.112.- En Antofagasta, República de Chile a trece de julio del año dos mil veintidós, ante mí, CARLOS FELIPE URBINA RESZCZYNSKI, Abogado y Notario Público Titular de la Quinta Notaría de Antofagasta, con oficio en Calle Almirante Juan José Latorre número dos mil trescientos noventa y ocho, Comparecen: don PATRICIO ALVAREZ ARCE, chileno, casado, Ingeniero Civil en Minas, cédula nacional de identidad y Rol Único Tributario número siete millones quinientos ochenta y un mil doscientos cuarenta guión K, en su calidad de Subgerente de Fomento Zona Norte y en representación, según se acreditará de la EMPRESA NACIONAL DE MINERÍA, Empresa del Estado de Chile, del giro de su denominación, rol único tributario número sesenta y un millones setecientos tres mil guión cuatro, ambos con domicilio en Copiapó, calle Colipi número doscientos sesenta, y de paso por ésta ciudad, en adelante indistintamente, también “la Empresa” o “ENAMI”, por una parte; por la otra, la sociedad OPERADORA SANTA MÓNICA SPA, Rol Único Tributario número setenta y siete millones nueve mil cuatrocientos cuarenta y tres guión siete, de giro minero, representada por don ROBERT IGNACIO OEHNINGER NARANJO, chileno, soltero, ingeniero comercial, cédula nacional de identidad y Rol Único Tributario número dieciséis millones noventa y cinco mil doscientos ochenta y seis guión cinco, ambos domiciliados en Homs número seis mil novecientos cuarenta y cinco, Las Condes,

Pág: 2/25
1
Latorre 2398 - Fonos: 55-2266927 - 2266919
JOCELYN-202230367

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Región Metropolitana, y de paso por ésta ciudad, en adelante indistintamente "el Productor" e INVERSIONES SMG CHILE SPA, Rol Único Tributario número setenta y siete millones cinco mil novecientos veinticinco guión nueve, domiciliada en Avenida Guzmán número cero ciento setenta, Tocopilla, representada por don ROBERT IGNACIO OEHNINGER NARANJO, ya individualizado, ambos con domicilio en la ciudad de Santiago, La Dehesa número ciento ochenta y uno oficina ochocientos ocho comuna Lo Barnechea, y de paso por ésta, en adelante indistintamente "el garante hipotecario"; todos mayores de edad, quienes me acreditaron su identidad con las cédulas anteriormente referidas, y exponen: PRIMERO: De la Propiedad Minera y Autorización de Información.- La sociedad OPERADORA SANTA MÓNICA SPA, es arrendataria de la pertenencia minera denominada "SANTA MÓNICA UNO AL DIEZ", ubicada en la Sierra Tres Puntas, Comuna y Provincia de Tocopilla, Segunda Región de Antofagasta. El Acta de Mensura y sentencia constitutiva, se encuentran inscritas a Fojas doscientos treinta y uno, Número cuarenta y dos, correspondiente al año mil novecientos noventa y dos, ambas del Registro de Propiedad del Conservador de Minas de Tocopilla, a nombre de INVERSIONES SMG CHILE SPA. Las indicadas pertenencias mineras figuran en el Rol Nacional del Servicio Nacional de Geología y Minería con el número cero dos uno cero uno uno cuatro cero nueve, y se encuentran amparadas con el pago de la patente anual correspondiente al período dos mil veintidós guión dos mil veintitrés. El arrendatario está facultado por el Propietario, quien es su arrendador, para la exploración y explotación de estas pertenencias mediante contrato de arrendamiento de fecha veinticinco de agosto de dos mil veintiuno y con vencimiento el día veinticinco agosto dos mil veintiséis, con renovaciones automáticas por cinco años. El arrendatario, OPERADORA SANTA MÓNICA SPA, rol único tributario número setenta y siete millones nueve mil cuatrocientos cuarenta y tres guión siete, representada por Don ROBERT IGNACIO OEHNINGER NARANJO, cédula nacional de identidad y Rol Único Tributario número dieciséis millones noventa y cinco mil doscientos ochenta

COMPTES
Verificas vatican
http://www.thom.ec

HOTARÍA URBINA

SEIS MIL OCHOCIENTOS SESENTA Y UNO 6.861

y seis guión cinco, ambos ya individualizados, declara, autoriza y acepta en forma expresa, el compartir la información geológica - minera resultante del proyecto del que da cuenta el presente instrumento, el que será de conocimiento público a través de ENAMI. El Propietario, INVERSIONES SMG CHILE SPA, ha autorizado y aceptado en forma expresa, el compartir la información geológica - minera resultante del proyecto del que da cuenta el presente instrumento, el que será de conocimiento público a través de ENAMI. SEGUNDO: Del Acuerdo del Comité y Documentos Integrantes.- Por el presente instrumento, y en cumplimiento del acuerdo del Comité de Minería y Crédito Zona Norte número quince del día treinta de Junio de dos mil veintidós, OPERADORA SANTA MÓNICA SPA, Rol Único Tributario número setenta y siete millones nueve mil cuatrocientos cuarenta y tres guión siete, y ENAMI, representadas en la forma indicada en la comparecencia, acuerdan realizar un Programa de Reconocimiento de Recursos y/o Reservas y Planificación Minera en las pertenencias singularizadas en la cláusula primero del presente instrumento, el que será financiado por ENAMI y el Productor, con personal dependiente de éste, o bien con contratistas, consultores u otros prestadores de servicios, según lo detallado en el documento titulado “ANEXO número uno – PRESUPUESTO Y ESPECIFICACIONES TÉCNICAS”, que se agrega al final como parte integrante del presente convenio. Asimismo, forma parte integrante del presente convenio las Bases de Licitación del Concurso del Programa Técnico de Reconocimiento de Recursos y/o Reservas y Planificación Minera del presente año y el Reglamento de Programas Técnicos de Fomento Minero, documentos, ambos, que el Productor declara conocer y aceptar. TERCERO: Del Financiamiento. - El financiamiento de ENAMI para ejecutar el Programa de Reconocimiento de Recursos y/o Reservas y Planificación Minera asciende a la suma de ciento ochenta y nueve mil seiscientos diecisiete dólares, moneda de los Estados Unidos de América (US$189.617.-) en adelante “dólares”. Los recursos serán desembolsados por parcialidades, contra avances de obras debidamente acreditados a satisfacción de ENAMI. Sin perjuicio de lo anterior, el Subgerente Fomento y Minería Zonal podrá

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Comitêndo
COOPERAÇÃO
QUALIDADE FUTURO
INSTITUTO NACIONAL DE
EDUCAÇÃO SOCIAL

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JOCELYN-202230367

autorizar por escrito el otorgamiento de anticipos por un monto máximo de cinco mil dólares. Tratándose el monto antes indicado de un valor estimado, previo a la ejecución de los trabajos; finalizados éstos, ENAMI los valorizará sobre la base de los trabajos de reconocimiento efectivamente ejecutados, considerando las cantidades invertidas y, en lo posible, los valores unitarios del presupuesto contenidos en el ANEXO número uno – PRESUPUESTO Y ESPECIFICACIONES TÉCNICAS, mencionado en la cláusula precedente. Para este efecto, Enami completará con los datos ya señalados, el documento denominado “Anexo número tres Inversiones Reales y Trabajos Ejecutados” y que también forma parte de este convenio. CUARTO: Del Informe de Resultados. - Concluida la etapa de reconocimiento de recursos y/o reservas, ENAMI emitirá un informe de resultados sobre la base de los recursos y/o reservas efectivamente demostradas, según el caso, y los parámetros establecidos en el ANEXO número cuatro - EVALUACIÓN POSTERIOR AL RECONOCIMIENTO. Las partes están de acuerdo en considerar, como ejemplo de evaluación, para fines referenciales y de toma de decisiones, el documento titulado “ANEXO número dos – EVALUACIÓN ESTIMADA PREVIA AL RECONOCIMIENTO”, que servirá como pauta para completar el documento titulado “ANEXO número cuatro - EVALUACIÓN POSTERIOR AL RECONOCIMIENTO”, contemplándose, inclusive, el reembolso de los gastos preinversionales realizados por ENAMI. Las partes están de acuerdo en aprobar la metodología de dicha evaluación, en que se incluye la inversión que se obliga a efectuar al Productor. El “ANEXO número cuatro - EVALUACIÓN POSTERIOR AL RECONOCIMIENTO”, se considerará como Informe Final de Resultados, del cual se sacará un extracto que se remitirá al productor por carta certificada, despachada a su domicilio indicado en la comparecencia. En el evento que el resultado fuere exitoso, desde la fecha de esta comunicación, el reembolso de los gastos preinversionales comenzará a devengar los intereses estipulados y será exigible el pago de lo invertido y de los intereses correspondientes. QUINTO: Del Reembolso y Mandato. - Los fondos que ENAMI destinará al desarrollo del Programa de Reconocimiento de Recursos y/o

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RU
NOTARIA
URBINA
SEIS MIL OCHOCIENTOS SESENTA Y DOS 6.662

Reservas y Planificación Minera forman parte de su política de fomento. En consecuencia, el productor deberá pagar la totalidad de los gastos efectuados, exceptuando una cualquiera de las siguientes situaciones: a) Que el Comité de Minería y Créditos Zonal, a la luz de los resultados negativos en el reconocimiento de recursos y/o reservas, decida que se pague una fracción de dicha inversión o decida liquidarla liberando al Productor de su obligación de reembolsar los gastos efectuados y disponiendo el alzamiento de las garantías y prohibiciones respectivas, en su caso; y b) Que, al final del plazo límite de liquidación de la deuda de diez años, a contar de la fecha de la sanción del informe final del proyecto por el respectivo Comité de Minería y Crédito Zonal, las retenciones normales no hayan sido suficientes para pagar el capital e intereses de lo invertido, razón por la cual el Comité de Minería y Créditos Zonal dispondrá el alzamiento de las garantías y prohibiciones constituidas. Efectuada la liquidación correspondiente, si hubiere sumas no recuperadas, estas constituirán gastos no retornables. A contar de la fecha de la sanción del informe final del proyecto, por el respectivo Comité de Minería y Crédito Zonal, comenzará a devengar los intereses estipulados el monto invertido y será exigible su pago y sus intereses. Al efecto, el Productor pagará, vía descuento, un porcentaje que variará entre un mínimo de tres por ciento y un máximo de veinte por ciento del precio observado o fijado, en su caso, de los minerales o productos mineros que venda en cualquier agencia de compra, hasta completar el capital invertido más los intereses, en las condiciones, forma y modalidades que se señalan a continuación: A. En cada liquidación de venta de minerales o productos se aplicará un porcentaje de retención en función del precio observado que aplique ENAMI en sus tarifas de compras de minerales, que esté vigente, o cualquier otro que reemplace este mecanismo. El porcentaje se determina utilizando el Anexo número cuatro, salvo acuerdo en contrario adoptado por el Comité de Minería y Créditos Zonal. B. A la inversión a reembolsar por el Productor se le aplicará el interés que fije el Directorio de ENAMI, vigente a la fecha de la sanción del informe final del proyecto por el respectivo Comité de Minería y Crédito Zonal. C. Para

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CARTELLE DE
CERTIFICADO
CERTIFICADO
CERTIFICADO
Certificado Verificado en
http://www.irqna.ur

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los efectos de la retención y reembolso, el Productor otorga mandato irrevocable a ENAMI para que ésta pueda retener, descontar, cobrar, percibir e imputar los porcentajes que resulten, de acuerdo con lo establecido en el punto A precedente. Estos porcentajes se aplicarán al valor de los minerales o productos mineros que la Productora entregue a título oneroso en cuales quiera agencia de compra o establecimiento de ENAMI, hasta completar el capital e intereses. D. En el caso que, el Productor efectúe entregas en otra casa compradora de productos mineros distinta a ENAMI, desde ya, se le otorga mandato irrevocable a ésta, para que requiera de quien perciba las entregas la misma retención, en el modo, plazo y condiciones como lo habría podido efectuar ENAMI en su propia agencia de compra, facultándola para firmar recibos y cancelaciones. Para dar cumplimiento al mandato conferido precedentemente, bastará la sola entrega de copia autorizada del presente instrumento, por parte de ENAMI, a la respectiva casa compradora, para que ésta efectúe la retención y la remisión de los fondos correspondientes. Sin perjuicio de lo anterior, en el evento en que el propietario de la mina acepte, en forma expresa, compartir la información geológica - minera resultante del proyecto, la que será de conocimiento público a través de ENAMI, el beneficiario recibirá un aporte financiero no retornable equivalente al cincuenta por ciento de lo efectivamente invertido, con un máximo de US$ 30.000.- (Treinta mil dólares de los Estados Unidos de América) anuales por proyecto, el que será destinado al pago o abono de dicho financiamiento. El saldo restante será pagado en la forma y condiciones antes mencionado. De igual modo, en caso de resultar negativo el programa, ENAMI podrá compartir la información geológica - minera resultante del proyecto, la que será de conocimiento público a través de ENAMI.

SEXTO: Del Mandato. - En el evento que ENAMI verifique atrasos en las retenciones producto del incumplimiento del programa de producción establecido en el Anexo número cuatro, la Productora otorga mandato irrevocable a ENAMI para que pueda retener, descontar, cobrar, percibir e imputar hasta un veinte por ciento de las ventas de cualquier otra mina que explote en abono de los gastos de inversión efectuados y sus

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RU
NOTARIA
URBINA
SEIS MIL OCHOCIENTOS SESENTA Y TRES 6.863

intereses. No obstante, si hay periodos de paralizaciones a causa de los precios de los metales, lo que se demuestra con la falta de excedentes en el Anexo número cuatro, no se exigirá retorno en dicho periodo. Si las ventas se efectuaren en una agencia que no fuere de ENAMI, se aplicará el mandato señalado en la letra D de la cláusula precedente. Igualmente, le confiere mandato irrevocable para que pueda retener, descontar, cobrar, percibir de créditos y liquidaciones por contratos o servicios que tenga para con ENAMI. SÉPTIMO: Del Tipo de Dólar.- Como la inversión y los intereses están expresados en la mencionada divisa extranjera, la imputación de las retenciones se efectuará convirtiéndolas a pesos moneda nacional, según el tipo de cambio que ENAMI haya fijado para el dólar de los Estados Unidos de América en sus tarifas de compra, vigentes a la fecha de cada pago; cualquier duda o discrepancia sobre la cotización, se resolverá aplicando el tipo de cambio bancario vendedor que, en conformidad a la Ley número dieciocho mil diez certifique un Banco de la plaza, para la fecha de la respectiva imputación. OCTAVO: De la Garantía.- Las partes dejan expresa constancia que se mantiene plenamente vigente la hipoteca y prohibición constituidas en favor de ENAMI, y que se hacen extensivas al presente contrato, las que fueron constituidas con cláusula de garantía general, en la escritura de “Convenio de Reconocimiento de Recursos y/o Reservas y Planificación Minera”, en su cláusula “OCTAVO” de fecha veintidós de diciembre de dos mil veinte, Repertorio seis mil trescientos sesenta y nueve, otorgada en la notaría de Antofagasta de doña Camila Jorquiera Monardez, consistente en: Hipoteca de primer grado con cláusula de garantía general sobre las pertenencias mineras denominadas “SANTA MÓNICA UNO AL DIEZ”, ubicada en la Sierra Tres Puntas, Comuna y Provincia de Tocopilla, Segunda Región de Antofagasta. El Acta de Mensura y sentencia constitutiva, se encuentran inscritas a Fojas doscientos treinta y uno, número cuarenta y dos, correspondiente al año mil novecientos noventa y dos, ambas del Registro de Propiedad del Conservador de Minas de Tocopilla. La Hipoteca rola a fojas uno, número uno del Registro de Hipotecas y Gravámenes y la Prohibición rola a fojas uno, número uno del Registro de

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2012/2013
Certificado
Complemento
Certificado
Verificación e Infección en
Aditivo General Aditivo en
Aditivo

Latorre 2398 - Fonos: 55-2266908 - 000000000000000000000000000000000000000000000

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Prohibiciones e Interdicciones, ambas del Conservador de Minas de Tocopilla, correspondiente al año dos mil veintiuno. Del mismo modo constituye prohibición de enajenar, gravar y celebrar actos y contratos sobre dichas pertenencias, así como respecto de los minerales, desmontes, ripios y relaves que en ellas existan. Los actos y contratos prohibidos podrán llevarse a cabo, previa autorización de ENAMI, otorgada por escritura pública. ENAMI, representada en la forma antedicha, declara que está conforme con lo estipulado en el presente contrato, y acepta en forma expresa la hipoteca y prohibición constituidas en su favor. El beneficiario y/o propietario se obliga a pagar las patentes correspondientes a las pertenencias dadas en garantía y, si no diere cumplimiento a su obligación, ENAMI podrá pagarlas por su cuenta, en cuyo caso, los valores pagados por este concepto pasarán a ser deuda del beneficiario y/o propietario. NOVENO: Del incumplimiento.- En el evento que transcurriera un plazo de noventa días y el Productor no pudiere explotar la pertenencia minera, por incapacidad económica u otra causa, tal como el término anticipado del contrato de arrendamiento, por cualquier motivo, en su caso; o tuviere cualquier inconveniente, que le impida dar cumplimiento a las obligaciones que le impone este convenio, salvo fuerza mayor o caso fortuito, ENAMI quedará facultada para exigir el cumplimiento forzado de la obligación y hacer efectivas las garantías constituidas en este convenio. DÉCIMO: Del Poder.- Por el presente instrumento OPERADORA SANTA MÓNICA SPA, viene en otorgar un poder especial a la Empresa Nacional de Minería a fin de que esta empresa, a través de uno cualquiera de sus apoderados o representantes, actuando en mi nombre y representación, acepte y / o gire letras de cambio, suscriba pagarés y reconozca deudas en beneficio de la Empresa Nacional de Minería por los montos de capital, intereses, costas, impuestos y demás gastos que se originen con motivo de obligaciones que mantenga pendiente con la empresa referida, con ocasión de este convenio. Expresamente queda liberada de la obligación de protesto y tendrá la facultad de poder otorgar la firma autorizada ante notario. La suscripción o aceptación y/o giro

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REPÚBLICA DE COLOMBIA
DE IMOVIMENTO
CONFEDERACIÓN
DE LA PEQUEÑA Y MEDIANA
DE LA PODER EJECUTIVA
DE LA PROVINCIA
DE MUNICIPIOS
DE LA REPÚBLICA
DEL PERÚ

NOTARIA URBINA

SEIS MIL OCHOCIENTOS SESENTA Y CUATRO 6.954

de los mencionados pagarés o letras de cambio, no constituirá novación de las obligaciones en ellos documentadas, pues sólo tienen por objeto documentar en título ejecutivo tales obligaciones y así facilitar un eventual cobro judicial. UNDÉCIMO: Del Término Anticipado. - Durante la etapa de reconocimiento de recursos y/o reservas, ENAMI podrá desistirse de continuar su ejecución, si a su juicio exclusivo estima que los resultados parciales obtenidos no justifican continuar con las inversiones, determinación que deberá comunicarse por escrito a la Productora mediante carta certificada al domicilio citado en la comparecencia. Por otra parte, si el Productor suspendiere o se negare a continuar con el programa de reconocimiento establecido en este convenio, éste deberá pagar a ENAMI la totalidad de lo invertido por ella hasta esa fecha y, en su caso, no procederá ni será aplicable el aporte financiero no retornable equivalente al cincuenta por ciento de lo efectivamente invertido. Igualmente, en el evento de que el beneficiario y/o Productor ejecute las obras con infracción de las normas de seguridad minera o se abstenga de ejecutar aquellas obras o trabajos que por razones de seguridad se le indiquen, ENAMI podrá poner término anticipado a la ejecución del presente convenio, y el beneficiario y/o Productor deberá pagar a ENAMI la totalidad de lo invertido por ella hasta esa fecha y, en su caso, no procederá ni será aplicable el aporte financiero no retornable equivalente al cincuenta por ciento de lo efectivamente invertido. Lo mismo sucederá en el evento que el productor, deje transcurrir tres meses sin avanzar en las obras por incapacidad y/o técnica suya, pudiendo a su vez ENAMI, cerrar el proyecto. DUODÉCIMO: Del Plazo. - La ejecución de las obras del programa de reconocimiento, con motivo del cumplimiento de este convenio, será a contar de la fecha del presente instrumento y hasta el día treinta y uno de diciembre de dos mil veintidós. No obstante, lo cual, a juicio exclusivo de ENAMI se podrá prorrogar el plazo, previa solicitud del Productor. Dicha prorroga será comunicada por escrito por el Subgerente de Operación Fomento Zonal. Asimismo, el Subgerente de Operación Fomento Zonal podrá autorizar por escrito modificaciones que no superen el veinte por ciento del proyecto original y cuyo monto máximo sea de

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cinco mil dólares. DÉCIMO TERCERO: Del Caso Fortuito o Fuerza Mayor. - Las partes quedarán liberadas de las obligaciones que les impone el presente Convenio, en caso de producirse imprevistos imposibles de resistir, tales como siniestros o causales que estén fuera del control de la parte afectada. Se agrega a estas causales, la imposibilidad de realizar los trabajos por derrumbes o exceso de agua. En estos dos últimos casos ENAMI pagará lo proporcional al valor correspondiente a las obras efectivamente ejecutadas. Si desaparece la causal, las partes continuarán con sus obligaciones recíprocas. Toda causa de fuerza mayor o caso fortuito deberá ser invocada a la otra parte tan pronto como ésta ocurra, por escrito y con un máximo de tres días hábiles. Transcurrido este plazo, la parte afectada no podrá alegar el hecho que lo motiva. DÉCIMO CUARTO: De la Responsabilidad en la Seguridad Social: En armonía con el Artículo veintidós letra e) de la ley diecisiete mil trescientos veintidós; y para el solo efecto de dar cumplimiento a dicha normativa, los productores que no pagaren las cotizaciones de seguridad social no podrán percibir recursos provenientes de ENAMI; sin acreditar previamente ante las instituciones que administren los instrumentos referidos, estar al día en el pago de dichas cotizaciones. Sin embargo, podrán solicitar su acceso a tales recursos, los que sólo se cursarán acreditado que sea el pago respectivo." DÉCIMO QUINTO: De la Autorización. - El Productor beneficiario del programa de reconocimiento desde luego autoriza y permite al personal de ENAMI el libre acceso a las pertenencias mineras objeto del presente convenio, con el fin que estos puedan cumplir cabalmente con su cometido. Igualmente otorga todas las facilidades necesarias y se obliga a no entorpecer de manera alguna la ejecución de las obras y los estudios necesarios. DÉCIMO SEXTO: De los Anexos. - Los documentos aludidos como ANEXOS números uno, dos, tres y cuatro en las cláusulas anteriores se protocolizan, a petición de las partes, al final del presente Registro, bajo el número dos mil ciento doce declarando ellas que estos anexos formarán parte del convenio para todos los efectos legales. DÉCIMO SÉPTIMO: De la Propiedad Intelectual. - Todos los estudios, informes, dibujos, planos, tablas y demás antecedentes obtenidos con motivo

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RU
NOTARIA
URBINA
SEIS MIL OCHOCIENTOS SESENTA Y CINCO 6.866

del programa de reconocimiento constituirán propiedad de ENAMI, sin perjuicio de ser suministrados al Productor. DÉCIMO OCTAVO: De la Aceptación.-ENAMI, representada en la forma ya indicada, por su parte acepta expresamente todos y cada uno de los mandatos conferidos, en los términos antedichos en las cláusulas precedentes, y el mandante la libera de la obligación de rendir cuenta. Estos mandatos persistirán, aunque sobrevenga la muerte o incapacidad de cualquiera de los contratantes o de todos ellos, los cuales, para todos los efectos legales, han sido conferidos en carácter de irrevocables en los términos de los artículos doscientos cuarenta y doscientos cuarenta uno del Código de Comercio. DÉCIMO NOVENO: Autorización Expresa.- De conformidad a lo establecido en la ley número diecinueve mil seiscientos veintiocho, y sus modificaciones, sobre Protección de Datos de Carácter Personal, por este acto, el Productor, y para todos los efectos legales, autoriza expresamente a la Empresa Nacional de Minería para que pueda entregar a los operadores de bancos de datos que determine, información suya, relativa a morosidad en operaciones de crédito o de dinero que se le otorguen. Asimismo, el Productor declara haber recibido la información detallada de las acciones que le afectarán en caso de atraso o mora en el pago de sus obligaciones.- VIGÉSIMO: De la Probidad.- Por este el productor declara que los dineros singularizados en este instrumento no serán destinados para la comisión de los delitos estipulados en la ley número veinte mil trescientos noventa y tres, sino que serán destinados para financiar exclusivamente actividades relacionadas con su negocio de minería.- A su vez consiente y acepta que ENAMI transcurrido cinco meses desde el cierre del proyecto no tendrá obligación de custodiar los testigos obtenidos en el desarrollo del convenio, autorizando desde ya a ENAMI a que disponga libremente de ellos. VIGÉSIMO PRIMERO: Prevención de delitos.- El productor deberá, en todo momento, ajustarse a la ley, particularmente en lo relativo a la normativa sobre prevención de delitos de lavado de activos, financiamiento del terrorismo, cohecho, receptación, negociación incompatible, corrupción entre particulares, apropiación indebida, administración desleal y

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contaminación de aguas, todos establecidos en la ley número veinte mil trescientos noventa y tres. Igualmente, el productor estará obligado a cumplir con las modificaciones que pueda experimentar la ley número veinte mil trescientos noventa y tres durante la vigencia del contrato. En este sentido, el productor reconoce, desde ya, que bajo ninguna circunstancia o evento ENAMI tendrá responsabilidad o incumbencia ante cualquier vulneración de la ley número veinte mil trescientos noventa y tres y sus modificaciones. El productor deberá evitar que los bienes que provengan directa o indirectamente de ENAMI, o a los que tuviere acceso con motivo del contrato o de la prestación de los servicios, cualquiera que sea su naturaleza, sean utilizados para fines ilegales y/o constitutivos de los delitos antes mencionados. Del mismo modo, el productor deberá evitar todo comportamiento o conducta indebida, tales como otorgamiento de sobornos o “coimas” y, en general, toda actuación o uso de bienes o dineros ante entidades o funcionarios públicos o privados que constituyan la realización de actos ilegítimos o improcedentes conforme a las políticas y principios de ENAMI, y a la normativa legal aplicable. ENAMI declara que, bajo ninguna circunstancia ni instrucción, el productor estará autorizado para incurrir en alguna de las conductas indebidas o delitos señalados anteriormente, o cualquier otro, ni siquiera bajo pretexto de estar cumpliendo instrucciones de ENAMI o que el resultado del delito, supuestamente, beneficiaría a ésta. Asimismo, el productor deberá poner en conocimiento inmediato de ENAMI cualquier situación de la cual tome conocimiento, y que podría resultar en una utilización ilegal de dinero o bienes de ENAMI, en los términos antes indicados. Al respecto, el productor deberá velar permanentemente que los trabajadores a su cargo, subcontratistas, prestadores de servicios y cualquier persona que tenga relación con él, se abstengan de ejecutar, en su relación o vinculación con ENAMI, todo acto ilícito, indebido o contrario a las conductas establecidas en la ley y en el Código de Ética de ENAMI y en caso que el proveedor o prestador de servicios llegue a conocer la existencia de algún acto de los señalados, deberá informarlo inmediatamente. Las obligaciones y deberes del productor

RU
NOTARIA
URBINA
SEIS MIL OCHOCIENTOS SESENTA Y SEIS 6.866

establecidos anteriormente son esenciales, por lo cual el incumplimiento respectivo será considerado un incumplimiento grave de las obligaciones que impone el presente Convenio, lo que podrá dar lugar al término anticipado del mismo, así como, por otro lado, quedará sujeto a los efectos civiles y/o penales que resulten procedentes. En este sentido, el productor adhiere completa y totalmente al Código de Ética de ENAMI y declara haber recibido copia íntegra de éste. Igualmente, declara que tiene conocimiento de la existencia del Manual de Prevención de Delitos de la ley veinte mil trescientos noventa y tres, aprobado por el Directorio de ENAMI en su sesión número mil doscientos uno de fecha veintidós de agosto del dos mil diecinueve. También declara que tiene conocimiento que ENAMI creo la Unidad de Prevención de Delitos y que se designó al Encargado de Cumplimiento. VIGÉSIMO SEGUNDO: De la Competencia.- Para todos los efectos derivados de los actos de que da cuenta este instrumento, las partes fijan su domicilio en la ciudad y comuna de Copiapó, prorrogando la competencia para ante sus Tribunales Ordinarios de Justicia, con asiento en dicha comuna. VIGÉSIMO TERCERO: De los Gastos. - Todos los gastos, derechos e impuestos que se originen en el otorgamiento de esta escritura, sus inscripciones, subinscripciones, anotaciones y publicaciones, en su caso, serán de cargo exclusivo del Productor. Sin perjuicio de ello, ENAMI podrá pagarlos con cargo al programa de reconocimiento. VIGÉSIMO CUARTO: De la Cesión. - Queda expresamente convenido que, sin la autorización previa y por escrito de ENAMI, el Productor no podrá ceder, transferir o traspasar en forma alguna, ni total ni parcialmente, el presente convenio, ni los derechos y obligaciones que de él emanan. Tampoco podrá constituir prenda y otros gravámenes que afecten al convenio ni afectar cualquier derecho derivado del mismo. El incumplimiento de una cualquiera de las prohibiciones precedentes, en cualquier forma o por cualquier razón, será causal suficiente para que ENAMI pueda poner término inmediato al Convenio sin que el Productor tenga derecho a indemnización de ninguna especie, circunstancia que éste declara conocer y aceptar por cuanto esta prohibición ha sido determinante para la

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CERTIFICADO
Verificación pública en
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LITERAL
JOCF: YN-202230357

celebración del presente convenio. VIGÉSIMO QUINTO: De la Autorización de Descuento Provisorio.- En el evento de alumbrarse minerales a consecuencia de los trabajos financiados por este convenio y antes de la sanción del informe final del proyecto, el productor desde luego autoriza a ENAMI para efectuar un descuento provisorio del tres por ciento al valor de los minerales o productos mineros que entregue a título oneroso en cualesquiera agencia de compra o establecimiento de ENAMI, que se imputará a los giros efectivamente efectuados, siendo liquidados al momento de la sanción del informe final del proyecto por el respectivo Comité de Minería y Crédito Zonal. VIGÉSIMO SEXTO: De las Personerías. - La personería de don PATRICIO ALVAREZ ARCE para representar a la EMPRESA NACIONAL DE MINERÍA consta de la escritura pública de Mandato Especial de fecha diecinueve de abril del año dos mil veintidós, repertorio número ochocientos cuarenta y nueve guión dos mil veintidós, extendida ante el Notario Público de Copiapó don Francisco Nehme Carpanetti. La personería invocada por don ROBERT IGNACIO OEHNINGER NARANJO, para representar INVERSIONES SMG CHILE SPA, consta de la escritura pública de Constitución de Sociedad de fecha quince de abril de dos mil diecinueve, repertorio número dos mil doscientos doce / dos mil diecinueve, otorgada en la Notaría de San Miguel, de don Jorge Reyes Bessone. La personería invocada por don ROBERT IGNACIO OEHNINGER NARANJO, para representar OPERADORA SANTA MONICA SPA, consta de la escritura pública de Constitución de Sociedad de fecha dos de mayo de dos mil diecinueve, repertorio número dos mil quinientos cuarenta y seis / dos mil diecinueve, otorgada en la Notaría de San Miguel, de don Jorge Reyes Bessone. Estas escrituras no se insertan a petición de las partes, por ser conocidas de ellas. VIGÉSIMO SÉPTIMO: Poder.- Las partes confieren mandato a ENAMI a fin de que ésta, a través de cualquiera de sus apoderados o representantes, pueda otorgar cuantos instrumentos sean necesarios, públicos o privados, que tengan por objeto rectificar, adicionar, modificar, alterar o aclarar el presente instrumento. Esta facultad persistirá, aunque sobrevenga la muerte o incapacidad de cualquiera de los contratantes o de todos ellos.

Pag: 1935

NOTARIA URBINA

SEIS MIL OCHOCIENTOS SESENTA Y SIETE 6.867

Minuta redactada por el abogado Sr. Mario Pedro Chassignolle Reyes. En comprobante y previa lectura, se ratifican y firman conjuntamente con el Ministro de Fe que autoriza.

Se da copia.

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NOTARIA
CAMILA JORQUIERA M.
ABOGADO - NOTARIO PUBLICO TITULAR
ANTOFAGASTA

VEINTIDOS MIL TRESCIENTOS OCHENTA Y CUATRO 22.384

CONVENIO DE RECONOCIMIENTO DE RECURSOS

Y/O RESERVAS Y PLANIFICACION MINERA

EMPRESA NACIONAL DE MINERÍA

Y

OPERADORA SANTA MÓNICA SPA

Lc***
Repertorio N° 6.369.- En Antofagasta, República de Chile, a veintidós de Diciembre del año dos mil veinte, ante mí, GUILLERMO ENRIQUE JIMÉNEZ GUTIÉRREZ, chileno, soltero, Abogado, de este domicilio calle Latorre número dos mil cuatrocientos diecisiete, Notario Público Suplente de la Quinta Notaría de Antofagasta, servida por doña CAMILA JORQUIERA MONARDEZ, según Resolución Simple número cero cuatrocientos treinta y nueve guión dos mil veinte de la Corte de Apelaciones de Antofagasta, de fecha veinticuatro de Noviembre del dos mil veinte, protocolizado al final del Registro de Instrumentos Públicos bajo el número cinco mil ochocientos noventa y dos, con fecha veinticinco de Noviembre del año dos mil veinte, Comparecen: don PATRICIO ALVAREZ ARCE, chileno, casado, Ingeniero Civil en Minas, cédula nacional de identidad y RUN número siete millones quinientos ochenta y un mil doscientos cuarenta guión K, en su calidad de Subgerente de Fomento Zona Norte y en representación, según se acreditará de la EMPRESA NACIONAL DE MINERÍA, Empresa del Estado de Chile, del giro de su denominación, Rut número sesenta y un millones setecientos tres mil guión cuatro, ambos con domicilio en Copiapó, calle Colipí número doscientos sesenta, en adelante indistintamente, también “la Empresa” o “ENAMI”, por una parte; por la otra, la sociedad OPERADORA SANTA MÓNICA SPA, Rut número setenta y siete millones

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nueve mil cuatrocientos cuarenta y tres guión siete, de giro minero, representada por don ROBERT IGNACIO OEHNINGER NARANJO, chileno, soltero, ingeniero comercial RUT número dieciséis millones noventa y cinco mil doscientos ochenta y seis guión cinco, ambos domiciliados en Homs número seis mil novecientos cuarenta y cinco, Las Condes, Región Metropolitana, en adelante indistintamente "el Productor" e INVERSIONES SMG CHILE SPA, Rut. número setenta y siete millones cinco mil novecientos veinticinco guión nueve, domiciliada en Avda. Guzmán número cero ciento setenta, Tocopilla, representada por don ROBERT IGNACIO OEHNINGER NARANJO, ya individualizado, ambos con domicilio en la ciudad de Santiago, La Dehesa ciento ochenta y uno of ochocientos ocho comuna Lo Barnechea, en adelante indistintamente "el garante hipotecario"; todos mayores de edad, quienes me acreditaron su identidad con las cédulas anteriormente referidas, y exponen:

PRIMERO: De la Propiedad Minera y Autorización de Información. - La sociedad OPERADORA SANTA MÓNICA SPA, es arrendataria de la pertenencia minera denominada “SANTA MÓNICA UNO AL DIEZ”, ubicada en la Sierra Tres Puntas, Comuna y Provincia de Tocopilla, Segunda Región de Antofagasta. El Acta de Mensura y sentencia constitutiva, se encuentran inscritas a Fojas doscientos treinta y uno, número cuarenta y dos, correspondiente al año mil novecientos noventa y dos, ambas del Registro de Propiedad del Conservador de Minas de Tocopilla. Las indicadas pertenencias mineras figuran en el Rol Nacional del Servicio Nacional de Geología y Minería con el número cero dos uno cero uno uno cuatro cero nueve, y se encuentran amparadas con el pago de la patente anual correspondiente al período dos mil veinte guión dos mil veintiún. El arrendatario está facultado por el Propietario, quien es su arrendador, para la exploración y explotación de estas pertenencias mediante contrato de arrendamiento de fecha

NOTARIA
CAMILA JORQUIERA M.
ABOCADO - NOTARIO PUBLICO TITULAR
ANTOFAGASTA

VEINTIDOS MIL TRESCIENTOS OCHENTA Y CINCO 22.385

veinte de Junio de dos mil diecinueve y con vencimiento el día veinte junio dos mil veinticuatro, con renovaciones automáticas por cinco año. El arrendatario, OPERADORA SANTA MÓNICA SPA, Rut número setenta y siete millones nueve mil cuatrocientos cuarenta y tres guión siete, representada por Don ROBERT IGNACIO OEHNINGER NARANJO, RUT número dieciséis millones noventa y cinco mil doscientos ochenta y seis guión cinco, ambos ya individualizados, declara, autoriza y acepta en forma expresa, el compartir la información geológica - minera resultante del proyecto del que da cuenta el presente instrumento, el que será de conocimiento público a través de ENAMI. El Propietario, INVERSIONES SMG CHILE SPA, ha autorizado y aceptado en forma expresa, el compartir la información geológica - minera resultante del proyecto del que da cuenta el presente instrumento, el que será de conocimiento público a través de ENAMI. SEGUNDO : Del Acuerdo del Comité y Documentos Integrantes.- Por el presente instrumento, y en cumplimiento del acuerdo del Comité de Minería y Crédito Zona Norte número treinta del día cero nueve de diciembre de dos mil veinte, OPERADORA SANTA MÓNICA SPA, Rut número setenta y siete millones nueve mil cuatrocientos cuarenta y tres guión siete, y ENAMI, representadas en la forma indicada en la comparecencia, acuerdan realizar un Programa de Reconocimiento de Recursos y/o Reservas y Planificación Minera en las pertenencias singularizadas en la cláusula primero del presente instrumento, el que será financiado por ENAMI y el Productor, con personal dependiente de éste, o bien con contratistas, consultores u otros prestadores de servicios, según lo detallado en el documento titulado “ANEXO número uno – PRESUPUESTO Y ESPECIFICACIONES TÉCNICAS”, que se agrega al final como parte integrante del presente convenio. Asimismo, forma parte integrante del presente convenio las Bases de Licitación del Concurso del Programa Técnico de Reconocimiento de Recursos y/o Reservas y Planificación

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Minera del presente año y el Reglamento de Programas Técnicos de Fomento Minero, documentos, ambos, que el Productor declara conocer y aceptar.

TERCERO: Del Financiamiento. - El financiamiento de ENAMI para ejecutar el Programa de Reconocimiento de Recursos y/o Reservas y Planificación Minera asciende a la suma de ciento cuarenta mil setecientos veintiséis dólares, moneda de los Estados Unidos de América (US$ 140.726.-) en adelante "dólares". Los recursos serán desembolsados por parcialidades, contra avances de obras debidamente acreditados a satisfacción de ENAMI. Sin perjuicio de lo anterior, el Subgerente Fomento y Minería Zonal podrá autorizar por escrito el otorgamiento de anticipos por un monto máximo de cinco mil dólares. Tratándose el monto antes indicado de un valor estimado, previo a la ejecución de los trabajos; finalizados éstos, ENAMI los valorizará sobre la base de los trabajos de reconocimiento efectivamente ejecutados, considerando las cantidades invertidas y, en lo posible, los valores unitarios del presupuesto contenidos en el ANEXO número uno – PRESUPUESTO Y ESPECIFICACIONES TÉCNICAS, mencionado en la cláusula precedente. Para este efecto, Enami completará con los datos ya señalados, el documento denominado "Anexo número tres Inversiones Reales y Trabajos Ejecutados" y que también forma parte de este convenio.

CUARTO: Del Informe de Resultados. - Concluida la etapa de reconocimiento de recursos y/o reservas, ENAMI emitirá un informe de resultados sobre la base de los recursos y/o reservas efectivamente demostradas, según el caso, y los parámetros establecidos en el ANEXO número cuatro - EVALUACIÓN POSTERIOR AL RECONOCIMIENTO. Las partes están de acuerdo en considerar, como ejemplo de evaluación, para fines referenciales y de toma de decisiones, el documento titulado "ANEXO número dos – EVALUACIÓN ESTIMADA PREVIA AL RECONOCIMIENTO", que servirá como pauta para completar el documento

NOTARIA
CAMILA JORQUIERA M.
ABOGADO - NOTARIO PUBLICO TITULAR
ANTOFADASTA

VEINTIDOS MIL TRESCIENTOS OCHENTA Y SEIS 22.386

titulado “ANEXO número cuatro - EVALUACIÓN POSTERIOR AL RECONOCIMIENTO”, contemplándose, inclusive, el reembolso de los gastos preinversionales realizados por ENAMI. Las partes están de acuerdo en aprobar la metodología de dicha evaluación, en que se incluye la inversión que se obliga a efectuar al Productor. El “ANEXO número cuatro - EVALUACIÓN POSTERIOR AL RECONOCIMIENTO”, se considerará como Informe Final de Resultados, del cual se sacará un extracto que se remitirá al productor por carta certificada, despachada a su domicilio indicado en la comparecencia. En el evento que el resultado fuere exitoso, desde la fecha de esta comunicación, el reembolso de los gastos preinversionales comenzará a devengar los intereses estipulados y será exigible el pago de lo invertido y de los intereses correspondientes. QUINTO: Del Reembolso y Mandato. - Los fondos que ENAMI destinará al desarrollo del Programa de Reconocimiento de Recursos y/o Reservas y Planificación Minera forman parte de su política de fomento. En consecuencia, el productor deberá pagar la totalidad de los gastos efectuados, exceptuando una cualquiera de las siguientes situaciones: Que el Comité de Minería y Créditos Zonal, a la luz de los resultados negativos en el reconocimiento de recursos y/o reservas, decida que se pague una fracción de dicha inversión o decida liquidarla liberando al Productor de su obligación de reembolsar los gastos efectuados y disponiendo el alzamiento de las garantías y prohibiciones respectivas, en su caso; y Que, al final del plazo límite de liquidación de la deuda de diez años, a contar de la fecha de la sanción del informe final del proyecto por el respectivo Comité de Minería y Crédito Zonal, las retenciones normales no hayan sido suficientes para pagar el capital e intereses de lo invertido, razón por la cual el Comité de Minería y Créditos Zonal dispondrá el alzamiento de las garantías y prohibiciones constituidas. Efectuada la liquidación correspondiente, si hubiere sumas no recuperadas, estas

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constituirán gastos no retornables. A contar de la fecha de la sanción del informe final del proyecto, por el respectivo Comité de Minería y Crédito Zonal, comenzará a devengar los intereses estipulados el monto invertido y será exigible su pago y sus intereses. Al efecto, el Productor pagará, vía descuento, un porcentaje que variará entre un mínimo de tres por ciento y un máximo de veinte por ciento del precio observado o fijado, en su caso, de los minerales o productos mineros que venda en cualquier agencia de compra, hasta completar el capital invertido más los intereses, en las condiciones, forma y modalidades que se señalan a continuación:

A.- En cada liquidación de venta de minerales o productos se aplicará un porcentaje de retención en función del precio observado que aplique ENAMI en sus tarifas de compras de minerales, que esté vigente, o cualquier otro que reemplace este mecanismo. El porcentaje se determina utilizando el Anexo número cuatro, salvo acuerdo en contrario adoptado por el Comité de Minería y Créditos Zonal.

B. La inversión a reembolsar por el Productor se le aplicará el interés que fije el Directorio de ENAMI, vigente a la fecha de la sanción del informe final del proyecto por el respectivo Comité de Minería y Crédito Zonal.

C. Para los efectos de la retención y reembolso, el Productor otorga mandato irrevocable a ENAMI para que ésta pueda retener, descontar, cobrar, percibir e imputar los porcentajes que resulten, de acuerdo con lo establecido en el punto A precedente. Estos porcentajes se aplicarán al valor de los minerales o productos mineros que la Productora entregue a título oneroso en cuales quiera agencia de compra o establecimiento de ENAMI, hasta completar el capital e intereses.

D. En el caso que, el Productor efectúe entregas en otra casa compradora de productos mineros distinta a ENAMI, desde ya, se le otorga mandato irrevocable a ésta, para que requiera de quien perciba las entregas la misma retención, en el modo, plazo y condiciones como lo habría podido efectuar ENAMI en su propia agencia

NOTARIA
CAMILA JORQUIERA M.
AROGADO - NOTARIO PUBLICO TITULAR
ANTOFADASTA

VEINTIDOS MIL TRESCIENTOS OCHENTA Y SIETE 22.387

de compra, facultándola para firmar recibos y cancelaciones. Para dar cumplimiento al mandato conferido precedentemente, bastará la sola entrega de copia autorizada del presente instrumento, por parte de ENAMI, a la respectiva casa compradora, para que ésta efectúe la retención y la remisión de los fondos correspondientes. Sin perjuicio de lo anterior, en el evento en que el propietario de la mina acepte, en forma expresa, compartir la información geológica - minera resultante del proyecto, la que será de conocimiento público a través de ENAMI, el beneficiario recibirá un aporte financiero no retornable equivalente al cincuenta por ciento de lo efectivamente invertido, con un máximo de treinta Treinta mil dólares de los Estados Unidos de América, anuales por proyecto, el que será destinado al pago o abono de dicho financiamiento. El saldo restante será pagado en la forma y condiciones antes mencionado. De igual modo, en caso de resultar negativo el programa, ENAMI podrá compartir la información geológica - minera resultante del proyecto, la que será de conocimiento público a través de ENAMI. SEXTO: Del Mandato. - En el evento que ENAMI verifique atrasos en las retenciones producto del incumplimiento del programa de producción establecido en el Anexo número cuatro, la Productora otorga mandato irrevocable a ENAMI para que pueda retener, descontar, cobrar, percibir e imputar hasta un veinte por ciento de las ventas de cualquier otra mina que explote en abono de los gastos de inversión efectuados y sus intereses. No obstante, si hay periodos de paralizaciones a causa de los precios de los metales, lo que se demuestra con la falta de excedentes en el Anexo número cuatro, no se exigirá retorno en dicho periodo. Si las ventas se efectuaren en una agencia que no fuere de ENAMI, se aplicará el mandato señalado en la letra D de la cláusula precedente. Igualmente, le confiere mandato irrevocable para que pueda retener, descontar, cobrar, percibir de créditos y liquidaciones por contratos o servicios que tenga para con ENAMI. SÉPTIMO: Del Tipo de

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Dólar.- Como la inversión y los intereses están expresados en la mencionada divisa extranjera, la imputación de las retenciones se efectuará convirtiéndolas a pesos moneda nacional, según el tipo de cambio que ENAMI haya fijado para el dólar de los Estados Unidos de América en sus tarifas de compra, vigentes a la fecha de cada pago; cualquier duda o discrepancia sobre la cotización, se resolverá aplicando el tipo de cambio bancario vendedor que, en conformidad a la Ley número dieciocho mil diez certifique un Banco de la plaza, para la fecha de la respectiva imputación. OCTAVO : De la Garantía.- Con el objeto de caucionar el cabal cumplimiento de todas y cada una de las obligaciones emanadas de este convenio, así como el cumplimiento cabal y oportuno de cualquier otra obligación que “El Productor” hubiere contraído o contrajere en el futuro, sea directa o indirecta, contractuales o extracontractuales, que el Productor tiene o pueda tener para con ENAMI provenientes de cualquiera obligación entre las cuales se entenderán, sin que la enumeración sea taxativa, las que provengan de mutuos, compraventa anticipada de productos mineros, pagarés, letras de cambio, sea como aceptante, fiador, endosante y/o avalista, para garantizar asimismo las renovaciones de letras de cambios, pagarés, prórrogas de mutuos, compraventa anticipada de productos mineros, y todos los demás valores que le adeude o adeudare en el futuro ya sea por cheques, libranzas, pagarés, letras de cambio, o por cualquier otra clase de documentos ya sea como principal deudora o como fiadora o codeudora solidaria o a cualquier otro título, así como de las comisiones e intereses que se devengaren por las obligaciones vigentes o las renovaciones de ellas que ENAMI le haya otorgado o le otorgare de esta fecha en adelante, el Garante Hipotecario, ya individualizado, constituye a favor de ENAMI, para quien acepta su representante antes individualizado: Primera hipoteca o hipoteca de primer grado con cláusula de garantía general, sobre las pertenencias individualizadas

NOTARIA
CAMILA JORQUIERA M.
ABOGADO - NOTARIO PUBLICO TITULAR
ANTOFADASTA

VEINTIDOS MIL TRESCIENTOS OCHENTA Y OCHO 22.388

en la cláusula primera. Del mismo modo constituye prohibición de enajenar, gravar y celebrar actos y contratos sobre dichas pertenencias, así como respecto de los minerales, desmontes, ripios y relaves que en ellas existan. Los actos y contratos prohibidos podrán llevarse a cabo, previa autorización de ENAMI, otorgada por escritura pública. ENAMI, representada en la forma antedicha, declara que está conforme con lo estipulado en el presente contrato, y acepta en forma expresa la hipoteca y prohibición constituidas en su favor. El beneficiario y/o propietario se obliga a pagar las patentes correspondientes a las pertenencias dadas en garantía y, si no diere cumplimiento a su obligación, ENAMI podrá pagarlas por su cuenta, en cuyo caso, los valores pagados por este concepto pasarán a ser deuda del beneficiario y/o propietario. NOVENO: Del incumplimiento.- En el evento que transcurriera un plazo de noventa días y el Productor no pudiere explotar la pertenencia minera, por incapacidad económica u otra causa, tal como el término anticipado del contrato de arrendamiento, por cualquier motivo, en su caso; o tuviere cualquier inconveniente, que le impida dar cumplimiento a las obligaciones que le impone este convenio, salvo fuerza mayor o caso fortuito, ENAMI quedará facultada para exigir el cumplimiento forzado de la obligación y hacer efectivas las garantías constituidas en este convenio. DÉCIMO: Del Poder.- Por el presente instrumento OPERADORA SANTA MÓNICA SPA, viene en otorgar un poder especial a la Empresa Nacional de Minería a fin de que esta empresa, a través de uno cualquiera de sus apoderados o representantes, actuando en mi nombre y representación, acepte y / o gire letras de cambio, suscriba pagarés y reconozca deudas en beneficio de la Empresa Nacional de Minería por los montos de capital, intereses, costas, impuestos y demás gastos que se originen con motivo de obligaciones que mantenga pendiente con la empresa referida, con ocasión de este convenio. Expresamente queda liberada de la obligación de

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protesto y tendrá la facultad de poder otorgar la firma autorizada ante notario. La suscripción o aceptación y/o giro de los mencionados pagarés o letras de cambio, no constituirá novación de las obligaciones en ellos documentadas, pues sólo tienen por objeto documentar en título ejecutivo tales obligaciones y así facilitar un eventual cobro judicial. UNDÉCIMO: Del Término Anticipado. - Durante la etapa de reconocimiento de recursos y/o reservas, ENAMI podrá desistirse de continuar su ejecución, si a su juicio exclusivo estima que los resultados parciales obtenidos no justifican continuar con las inversiones, determinación que deberá comunicarse por escrito a la Productora mediante carta certificada al domicilio citado en la comparecencia. Por otra parte, si el Productor suspendiere o se negare a continuar con el programa de reconocimiento establecido en este convenio, éste deberá pagar a ENAMI la totalidad de lo invertido por ella hasta esa fecha y, en su caso, no procederá ni será aplicable el aporte financiero no retornable equivalente al cincuenta por ciento de lo efectivamente invertido. Igualmente, en el evento de que el beneficiario y/o Productor ejecute las obras con infracción de las normas de seguridad minera o se abstenga de ejecutar aquellas obras o trabajos que por razones de seguridad se le indiquen, ENAMI podrá poner término anticipado a la ejecución del presente convenio, y el beneficiario y/o Productor deberá pagar a ENAMI la totalidad de lo invertido por ella hasta esa fecha y, en su caso, no procederá ni será aplicable el aporte financiero no retornable equivalente al cincuenta por ciento de lo efectivamente invertido. Lo mismo sucederá en el evento que el productor, deje transcurrir tres meses sin avanzar en las obras por incapacidad y/o técnica suya, pudiendo a su vez ENAMI, cerrar el proyecto. DUODÉCIMO: Del Plazo. - La ejecución de las obras del programa de reconocimiento, con motivo del cumplimiento de este convenio, será a contar de la fecha del presente instrumento y hasta el día treinta y uno de diciembre de

NOTARIA
CAMILA JORQUIERA M.
ABOGADO - NOTARIO PUBLICO TITULAR
ANTDFAGASTA

VEINTIDOS MIL TRESCIENTOS OCHENTA Y NUEVE 22.389

dos mil veintiuno. No obstante, lo cual, a juicio exclusivo de ENAMI se podrá prorrogar el plazo, previa solicitud del Productor. Dicha prorroga será comunicada por escrito por el Subgerente de Operación Fomento Zonal. Asimismo, el Subgerente de Operación Fomento Zonal podrá autorizar por escrito modificaciones que no superen el veinte por ciento del proyecto original y cuyo monto máximo sea de cinco mil dólares. DÉCIMO TERCERO: Del Caso Fortuito o Fuerza Mayor. - Las partes quedarán liberadas de las obligaciones que les impone el presente Convenio, en caso de producirse imprevistos imposibles de resistir, tales como siniestros o causales que estén fuera del control de la parte afectada. Se agrega a estas causales, la imposibilidad de realizar los trabajos por derrumbes o exceso de agua. En estos dos últimos casos ENAMI pagará lo proporcional al valor correspondiente a las obras efectivamente ejecutadas. Si desaparece la causal, las partes continuarán con sus obligaciones recíprocas. Toda causa de fuerza mayor o caso fortuito deberá ser invocada a la otra parte tan pronto como ésta ocurra, por escrito y con un máximo de tres días hábiles. Transcurrido este plazo, la parte afectada no podrá alegar el hecho que lo motiva. DÉCIMO CUARTO: De la Responsabilidad en la Seguridad Social: En armonía con el Artículo veintidós letra e) de la ley diecisiete mil trescientos veintidós; y para el solo efecto de dar cumplimiento a dicha normativa, los productores que no pagaren las cotizaciones de seguridad social no podrán percibir recursos provenientes de ENAMI; sin acreditar previamente ante las instituciones que administren los instrumentos referidos, estar al día en el pago de dichas cotizaciones. Sin embargo, podrán solicitar su acceso a tales recursos, los que sólo se cursarán acreditado que sea el pago respectivo." DÉCIMO QUINTO: De la Autorización. - El Productor beneficiario del programa de reconocimiento desde luego autoriza y permite al personal de ENAMI el libre acceso a las pertenencias mineras objeto del presente convenio,

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con el fin que estos puedan cumplir cabalmente con su cometido. Igualmente otorga todas las facilidades necesarias y se obliga a no entorpecer de manera alguna la ejecución de las obras y los estudios necesarios. DÉCIMO SEXTO: De los Anexos. - Los documentos aludidos como ANEXOS números uno, dos, tres y cuatro en las cláusulas anteriores se protocolizan, a petición de las partes, al final del presente Registro, bajo el número seis mil trescientos sesenta y nueve, declarando ellas que estos anexos formarán parte del convenio para todos los efectos legales. DÉCIMO SÉPTIMO: De la Propiedad Intelectual. - Todos los estudios, informes, dibujos, planos, tablas y demás antecedentes obtenidos con motivo del programa de reconocimiento constituirán propiedad de ENAMI, sin perjuicio de ser suministrados al Productor. DÉCIMO OCTAVO: De la Aceptación. -ENAMI, representada en la forma ya indicada, por su parte acepta expresamente todos y cada uno de los mandatos conferidos, en los términos antedichos en las cláusulas precedentes, y el mandante la libera de la obligación de rendir cuenta. Estos mandatos persistirán, aunque sobrevenga la muerte o incapacidad de cualquiera de los contratantes o de todos ellos, los cuales, para todos los efectos legales, han sido conferidos en carácter de irrevocables en los términos de los artículos doscientos cuarenta y doscientos cuarenta uno del Código de Comercio. DÉCIMO NOVENO: Autorización Expresa.- De conformidad a lo establecido en la ley número diecinueve mil seiscientos veintiocho, y sus modificaciones, sobre Protección de Datos de Carácter Personal, por este acto, el Productor, y para todos los efectos legales, autoriza expresamente a la Empresa Nacional de Minería para que pueda entregar a los operadores de bancos de datos que determine, información suya, relativa a morosidad en operaciones de crédito o de dinero que se le otorguen. Asimismo, el Productor declara haber recibido la información detallada de las acciones que le afectarán en caso de atraso o mora en el pago de sus obligaciones.-

NOTARIA
CAMILA JORQUIERA M.
ABOGADO - NOTARIO PUBLICO TITULAR
ANTIFADASTA

VEINTIDOS MIL TRESCIENTOS NOVENTA 22.390

VIGÉSIMO: De la Probidad.- Por este el productor declara que los dineros singularizados en este instrumento no serán destinados para la comisión de los delitos estipulados en la ley número veinte mil trescientos noventa y tres, sino que serán destinados para financiar exclusivamente actividades relacionadas con su negocio de minería.- A su vez consiente y acepta que ENAMI transcurrido cinco meses desde el cierre del proyecto no tendrá obligación de custodiar los testigos obtenidos en el desarrollo del convenio, autorizando desde ya a ENAMI a que disponga libremente de ellos. VIGÉSIMO PRIMERO: Prevención de delitos.- El proveedor, contratista o prestador de servicios deberá, en todo momento, ajustarse a la ley, particularmente en lo relativo a la normativa sobre prevención de delitos de lavado de activos, financiamiento del terrorismo, cohecho, receptación, negociación incompatible, corrupción entre particulares, apropiación indebida, administración desleal y contaminación de aguas, todos establecidos en la ley número veinte mil trescientos noventa y tres. Igualmente, el proveedor, contratista o prestador de servicios estará obligado a cumplir con las modificaciones que pueda experimentar la ley número veinte mil trescientos noventa y tres durante la vigencia del contrato. En este sentido, el proveedor, contratista o prestador de servicios reconoce, desde ya, que bajo ninguna circunstancia o evento ENAMI tendrá responsabilidad o incumbencia ante cualquier vulneración de la ley número veinte mil trescientos noventa y tres y sus modificaciones. El proveedor, contratista o prestador de servicios deberá evitar que los bienes que provengan directa o indirectamente de ENAMI, o a los que tuviere acceso con motivo del contrato o de la prestación de los servicios, cualquiera que sea su naturaleza, sean utilizados para fines ilegales y/o constitutivos de los delitos antes mencionados. Del mismo modo, el proveedor, contratista o prestador de servicios deberá evitar todo comportamiento o conducta indebida, tales como otorgamiento de sobornos o

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“coimas” y, en general, toda actuación o uso de bienes o dineros ante entidades o funcionarios públicos o privados que constituyan la realización de actos ilegítimos o improcedentes conforme a las políticas y principios de ENAMI, y a la normativa legal aplicable. ENAMI declara que, bajo ninguna circunstancia ni instrucción, el proveedor, contratista o prestador de servicios estará autorizado para incurrir en alguna de las conductas indebidas o delitos señalados anteriormente, o cualquier otro, ni siquiera bajo pretexto de estar cumpliendo instrucciones de ENAMI o que el resultado del delito, supuestamente, beneficiaría a ésta. Asimismo, el proveedor, contratista o prestador de servicios deberá poner en conocimiento inmediato de ENAMI cualquier situación de la cual tome conocimiento, y que podría resultar en una utilización ilegal de dinero o bienes de ENAMI, en los términos antes indicados. Al respecto, el proveedor, contratista o prestador de servicios deberá velar permanentemente que los trabajadores a su cargo, subcontratistas, prestadores de servicios y cualquier persona que tenga relación con él, se abstengan de ejecutar, en su relación o vinculación con ENAMI, todo acto ilícito, indebido o contrario a las conductas establecidas en la ley y en el Código de Ética de ENAMI y en caso que el proveedor o prestador de servicios llegue a conocer la existencia de algún acto de los señalados, deberá informarlo inmediatamente. Las obligaciones y deberes del proveedor, contratista o prestador de servicios establecidos anteriormente son esenciales, por lo cual el incumplimiento respectivo será considerado un incumplimiento grave de las obligaciones que imponen las Bases de Licitación, Términos de referencia o contrato, lo que podrá dar lugar al término anticipado del mismo, así como, por otro lado, quedará sujeto a los efectos civiles y/o penales que resulten procedentes. En este sentido, el proveedor, contratista o prestador de servicios adhiere completa y totalmente al Código de Ética de ENAMI y declara haber recibido copia íntegra de

NOTARIA CAMILA JORQUIERA M. ABOGADO - NOTARIO PUBLICO TITULAR ANTOFAGASTA

VEINTIDOS MIL TRESCIENTOS NOVENTA Y UNO 22.391

éste. Igualmente, declara que tiene conocimiento de la existencia del Manual de Prevención de Delitos de la ley veinte mil trescientos noventa y tres, aprobado por el Directorio de ENAMI en su sesión número mil doscientos uno de fecha veintidós de agosto del dos mil diecinueve. También declara que tiene conocimiento que ENAMI creo la Unidad de Prevención de Delitos y que se designó al Encargado de Cumplimiento." VIGÉSIMO SEGUNDO: De la Competencia. - Para todos los efectos derivados de los actos de que da cuenta este instrumento, las partes fijan su domicilio en la ciudad y comuna de Copiapó, prorrogando la competencia para ante sus Tribunales Ordinarios de Justicia, con asiento en dicha comuna. VIGÉSIMO TERCERO: De los Gastos. - Todos los gastos, derechos e impuestos que se originen en el otorgamiento de esta escritura, sus inscripciones, subinscripciones, anotaciones y publicaciones, en su caso, serán de cargo exclusivo del Productor. Sin perjuicio de ello, ENAMI podrá pagarlos con cargo al programa de reconocimiento. VIGÉSIMO CUARTO: De la Cesión. - Queda expresamente convenido que, sin la autorización previa y por escrito de ENAMI, el Productor no podrá ceder, transferir o traspasar en forma alguna, ni total ni parcialmente, el presente convenio, ni los derechos y obligaciones que de él emanan. Tampoco podrá constituir prenda y otros gravámenes que afecten al convenio ni afectar cualquier derecho derivado del mismo. El incumplimiento de una cualquiera de las prohibiciones precedentes, en cualquier forma o por cualquier razón, será causal suficiente para que ENAMI pueda poner término inmediato al Convenio sin que el Productor tenga derecho a indemnización de ninguna especie, circunstancia que éste declara conocer y aceptar por cuanto esta prohibición ha sido determinante para la celebración del presente convenio. VIGÉSIMO QUINTO: De la Autorización de Descuento Provisorio.- En el evento de alumbrarse minerales a consecuencia de los trabajos financiados por este convenio y antes de la sanción del informe final del

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proyecto, el productor desde luego autoriza a ENAMI para efectuar un descuento provisorio del tres (3) por ciento al valor de los minerales o productos mineros que entregue a título oneroso en cualesquiera agencia de compra o establecimiento de ENAMI, que se imputará a los giros efectivamente efectuados, siendo liquidados al momento de la sanción del informe final del proyecto por el respectivo Comité de Minería y Crédito Zonal. VIGÉSIMO SEXTO: De las Personerías. - La personería de don PATRICIO ALVAREZ ARCE para representar a la EMPRESA NACIONAL DE MINERÍA consta de la escritura pública de Mandato Especial de fecha veintiocho de mayo del año dos mil veinte, repertorio número mil cuatrocientos sesenta y cinco guión dos mil veinte, extendida ante el Notario Público de Copiapó don Francisco Nehme Carpanetti, documento que es conocido del Notario y de las partes y que no se inserta por expresa petición de éstas. La personería invocada por don ROBERT IGNACIO OEHNINGER NARANJO, para representar INVERSIONES SMG CHILE SPA, consta de la escritura pública de Constitución de Sociedad de fecha quince de abril de dos mil diecinueve, repertorio número dos mil doscientos doce/dos mil diecinueve, otorgada en la Notaría de San Miguel, de don Jorge Reyes Bessone. La personería invocada por don ROBERT IGNACIO OEHNINGER NARANJO, para representar OPERADORA SANTA MONICA SPA, consta de la escritura pública de Constitución de Sociedad de fecha dos de mayo de dos mil diecinueve, repertorio número dos mil quinientos cuarenta y seis/dos mil diecinueve, otorgada en la Notaría de San Miguel, de don Jorge Reyes Bessone. Esta escritura no se inserta a petición de las partes, por ser conocidas de ellas. VIGÉSIMO SÉPTIMO: Poder.- Las partes confieren mandato a ENAMI a fin de que ésta, a través de cualquiera de sus apoderados o representantes, pueda otorgar cuantos instrumentos sean necesarios, públicos o privados, que tengan por objeto rectificar, adicionar, modificar, alterar o aclarar

NOTARIA
CAMILA JORQUIERA M.
ABOGADO - NOTARIO PUBLICO TITULAR
ANTONAGASTA

VEINTIDOS MIL TRESCIENTOS NOVENTA Y DOS 22.392

el presente instrumento. Esta facultad persistirá, aunque sobrevenga la muerte o incapacidad de cualquiera de los contratantes o de todos ellos. Minuta redactada por el abogado señor Mario Pedro Chassignolle Reyes.- En comprobante y previa lectura, se ratifican y firman con el Ministro de Fe que autoriza.- Se da copia. Doy fe.-

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ANEXO 4 - EVALUACION RESULTADO POSTERIOR A LA EJECUCION DEL PROYECTO MIXERO

INMAN

Productor	OPERADORA SANTA MONICA SPA.
Recursos y Reservas	Tipo
---	---
Recursos	Mantelones
---	---
Recursos	Infectales (1)
Recursos	Infectales (2)
Minerios (2 + 3)	Tumbores
Loyos geológicos	Loy Calvo
	Loy Oro
	Loy Plata
Recuperación Minera
Cangulo en Cancha
Ulfuerías
Recursos Mineros	Probables - Probables
Producirios
Loyos de producción	Loy Calvo
	Loy Oro
	Loy Plata
Reducido de Recursos
Pantares de Fogo Aditivos
Mica	SANTA MONICA 1-10
---	---
Comprensiones de pago
---	---
Inversión en Capital de Rango	US$
Urbidas para el Desarrollo	US$
Pantares de Grado	N° meses
Negocios Mineros, Inmares, Impuesto, Otros
Indirects mensual	0,0150
Estato Total Mica (Indique foros)	US$/100
Provisión Mínima (10-100 ventas)
Vida de Inversión total	%
Estimadores / Tiro de Producto	Prueba de los Recesos
---	---
al plan digital/metal/al/metal/mercanciel/	Cu. 1x3 y US$/lb
Cu. 1x10 y US$/lb
Cu. 15%/ha
Plata US$/lb
	0,000000
0,000000
0,000000
Primero a castigo	Acido fiero kg/kg Cu Tiro
---	---
con consumo ácido	Consumo ácido kg/kg Cu Fino

Determinación del Porcentaje de Fogo en Función del Precio

PRECIO UNITED OPERATIONAL	0,00000	0,00000
PRECIO MINIMO RETOBNO DE LA IMPERADOR	0,00000	0,00000
Precio	Ingresos por Venta	Costo
---	---	---
(US$/100)	US$/100	US$/100
	(1)	(2)
0,00000	0,00000	0,00000
0,00000	0,00000	0,00000
0,00000	0,00000	0,00000
0,00000	0,00000	0,00000
0,00000	0,00000	0,00000

ANEXO 2 - EVALUACION ESTIMADA PREVIA AL PROYECTO MINERO

Productos	OPERADORA SANTA MONICA SPA
Recursos	Tipo	Unidad	Cantidad
Recursos	Moviembre	Tún.
Recursos alineados	Inferiores (1)	Tún.	0
	Indicados (2)	Tún.	44.449
	anulidos (3)	Tún.	0
Loyos geológicos	Miexos (4-7)	Tún.	44.445
	Ley Cepo	g/ton	0.00
	Ley Plata	g/ton	0.00
Recuperación Minera Ecuagida en Caliche Dilación		%	60
		%	80
		%	0
Recursos Mineros Productos	Probados - Probados	Tún.	15.112
		Túll/mes	700
Loyos de producción	Ley Cepo	g/ton	0.00
	Ley Plata	g/ton	0.0

Huelcuros de Recursos		meses	60,2
Pantalla de Fago Minera		meses	60,2
Hasta en libre estable que contamos el proyecto minero (PP)			40
4000	SANTA MONICA 1-10
---	---
Comprensios de pago
---	---	---
Inversión en Recorretimiento de Recursos	0%	140.726
Créditos para el Desarrollo	0%	0
Período de Grado	M³ meses	0
Repaños internos, Recurrir, Impuesto, Otros		11,9%
Interés mensual	(4,71/12)	5,19%
Costo fiscal aéreo (incluso fote)	US$/TNS	81,01
Provisión Pública (0-1% ventas)		10%
Tasa de descuento anual	%	12%
Interesador Tipo de Producto	Precio de los avances
---	---
del envío bieneficioso	Co.Self. (US$/t)
	Co.Desk. (US$/t)
	Div.US$/t
	Div.US$/col.
	Fiscal US$/col.
Previa a cambio	Unión Beni Ag/ng La Riva	4,00
---	---	---
por consumo ácido	Consumo ácido Ag/ng La Riva	0,00
Determinación del Porcentaje de Fago en Función del Precio
---	---	---	---
Precio	Ingreso por venta	Coca	Utilidades
(US$/t)	(€)	(€)	(€)
15%	118,15	94,30	20,03
19%	134,99	76,10	28,27
21%	194,16	50,87	20,03
23%	174,56	101,16	73,40
28%	194,37	103,43	66,92
29%	214,17	105,73	108,44
31%	232,97	108,02	125,93
31%	283,77	110,30	143,47
35%	294,17	115,40	146,94

ENAMI

ANEXO 3.- INVERSIONES REALES Y TRABAJOS EJECUTADOS

Productor OPERADORA SANTA MONICA SPA.				Mina SANTA MONICA 1-10
Proyecto Minero				Inversiones US$
Actividades	Tipo o sección	Unidades	Cantidad o longitud	Plan de Fomento		Aporte beneficiario
				Cap. Riesgo	Cobátos Desarrollo
PROGRAMA RECONOCIMIENTO DE RODERVO
Servicios de Geología		hr
Servicios de Ingeniería		hr
Estudio geológico		c/u
Levantamiento Topográfico		c/u
Sondajes		m
Insumos de Sondajes		c/u
Geología de superficie		c/u
Pisos		m
Lombrapique		m
Chimeneas		m
Galerías		m
Rampas		m
Socaván		m
Otros Exc.(inclu)		m
Desatierra horizontal		m3
Desatierra vertical		m3
Habilitación mina		m
Análisis Químico		h"
Condonación plataformas		c/u
Otros: Gastos Motoriales y legales		US$
Programa de preparación y desarrollo de minas
Servicios de Geología		hr
Pisos		c/u
Lombrapique		metros
Chimeneas		metros
Galerías		metros
Rampas		metros
Socaván		metros
Otros Exc.(inclu)		metros
Desatierra horizontal		metros
Desatierra Vertical		metros
Habilitación mina		m
Análisis Químico		h"
Totales				0	0	0

ENAMI

ANEXO 1.- PRESUPUESTO Y ESPECIFICACIONES TÉCNICAS

Productor OPERADORA SANTA MONICA SPA.				Mina SANTA MONICA 1-10
Proyecto-Minero				Inversiones-USB
Actividades	Tipo o sección	Unidades	Cantidad o longitud	Plan de Rampolo		Aporte Semeñatorio
				Cap. Riesgo	Cobiltos Desarrollo
Programa reconocimiento de reservas
Servicios de Geología	1080	hr				42.200
Servicios de Ingeniería	1080	hr				43.200
Estudio geológico	1	k/u				16.000
Lavantamiento Topográfico	6	k/u				7.200
Sondajes		m
Insumos de Sondajes		k/u
Geología de superficie	1	k/u				10.080
Piques		m
Contenótopos		m
Galerías	2,5 x 2,5	m	140	40.680		27.300
Chimeneas	2,0 x 2,0	m	60	20.400		13.560
Estucadas	2,5 x 2,5	m	40	11.680		7.800
Rampas	2,5 x 2,5	m	220	64.240		42.900
Bocanón		m
Otros Exc.(trato)		m3
Desalterne horizontal		m3
Desalterne Vertical		m3
Caminos de acceso		m
Análisis Químico		k/t	70	2.100
Partidos Bocamina y Fortificación		k/u
Otros: Gastos Naturales y legales		USB		300
Impuesto Térmico y Encompilas				1.126
Programa de preparación y desarrollo de minas
Servicios de Geología		hr
Piques		k/u
Contenótopos		metros
Galerías		metros
Chimeneas		metros
Estucadas		metros
Rampas		metros
Otros Exc.(trato)		metros
Desalterne horizontal		metros
Desalterne Vertical		metros
Caminos de acceso		m
Análisis Químico		k/t
Totales				140.726	0	211.240

SCHEDULE "D"

Unanimous Shareholder Agreement

SCHEDULE "E"

Low Close Table

Percentage of Target Raised		90% to 100%	80% to 90%	70% to 80%	60% to 70%	50% to 60%	40% to 50%	30% to 40%
Funds Raised	Max	$ 10,000,000	$ 9,000,000	$ 8,000,000	$ 7,000,000	$ 6,000,000	$ 5,000,000	$ 4,000,000
$ Canadian	Min	$ 9,000,000	$ 8,000,000	$ 7,000,000	$ 6,000,000	$ 5,000,000	$ 4,000,000	$ 3,000,000

First Cash Payment ($US)		$ 750,000	$ 750,000	$ 750,000	$ 750,000	$ 750,000	$ 750,000	$ 750,000
First Option Expenditures ($US)		$ 3,000,000	$ 2,850,000	$ 2,450,000	$ 2,000,000	$ 1,500,000	$ 850,000	$ 450,000
Financing Fee ($US)		$ 600,000	$ 500,000	$ 275,000	$ -	$ -	$ -	$ -

Delayed First Option Expenditures ($US)		$ -	$ 150,000	$ 550,000	$ 1,000,000	$ 1,500,000	$ 2,150,000	$ 2,550,000
Delayed Financing Fee ($US)		$ -	$ 100,000	$ 325,000	$ 600,000	$ 600,000	$ 600,000	$ 600,000

SCHEDULE “G”

Prepaid Exploration Expenses

Prepaid amounts are due in CLP with estimated conversion to US$. The Optionor will provide receipts for all expenses below prior to provision of funds. The parties may mutually modify the format of billing if required for 43-101 report purposes.

Sum of Amount($)	Column labels
	OPERATING EXPENSES	202208	202209	202210	202211	202212	202301	Total CLP US$
I. DIRECT Operational Costs	85,078,821	61,549,384	65,585,074	49,967,342	41,596,807	66,323,048	370,100,476	468,482
Expenses to be rendered	900,000	600,000	1,350,000	500,000			3,350,000	4,241
I.1. Remunerations	40,675,370	26,058,856	34,971,555	27,757,117	21,945,079	21,082,825	172,490,802	218,343
I.2. Materials and Supplies	9,876,887	7,891,062	5,630,286	2,847,428	2,219,466	10,105,091	38,570,220	48,823
I.3. Equipment Rental	4,206,979	2,165,648	2,247,185	3,583,371	2,479,438	10,383,774	25,066,395	31,730
I.4. Fuels	4,304,345	6,343,159	5,033,027	3,279,371	4,043,513	3,633,925	26,637,340	33,718
I.5. Maintenance and Repairs	5,006,487	1,984,100	521,640	238,000	609,459	2,270,425	10,630,111	13,456
I.6. Food Services	3,192,525	3,321,979	3,831,664	3,931,973	1,649,852	4,651,316	20,579,309	26,050
I.7. Accommodation Services	2,256,711	1,099,560	928,200	1,736,210		3,060,085	9,080,766	11,495
I.8. Transportation	14,659,517	12,085,020	11,071,517	6,093,872	8,650,000	8,395,358	60,955,284	77,159
I.9. Other Operations (Stabilization Fund, Enami Debt, etc.)						1,141,312	1,141,312	1,445
(blank)						1,598,937	1,598,937	2,024
E1. G&A SMG Mining Operations	21,301,812	5,035,869	11,353,002	10,700,431	5,368,919	43,310,082	97,070,115	122,874
II.1. Office Rental	1,233,942	638,557	638,557		638,557	638,557	3,788,170	4,795
II.2. Passages		234,409					234,409	297
II.3. Fees and Service Payments	19,033,797	3,328,994	9,416,607	9,826,068	4,500,000	38,625,131	84,730,597	107,254
II.4. Others (Notary, presentations, projects)	1,034,073	833,909	1,297,838	874,363	230,362	4,046,394	8,316,939	10,528
III. Capital Expenditures	-	7,480,673	25,696,672	33,093,696	5,000,000	54,710,082	125,981,123	159,470
III.1. Purchase Equipment Payment in Installments			1,320,342			2,710,082	4,030,424	5,102
III.2. Exploration (Includes Gyroscope Rental)		7,480,673	24,376,330	33,093,696	5,000,000	52,000,000	121,950,699	154,368
TOTAL OPERATING EXPENSES AND GENERAL EXPENSES	106,380,633	74,065,926	102,634,748	93,761,469	51,965,726	164,343,212	593,151,714	750,825
						Utilities	131,462,096	166,408

						Total	724,613,810	917,233
						VAT	137676623.8	174274.207

						Invoiced	862,290,433	1,091,507

AI assistant

EV Minerals Corporation — Proxy Solicitation & Information Statement 2025

46246_rns_2025-12-09_2396fa09-297c-460d-b102-f918179bcdb4.pdf

SOLICITATION OF PROXIES

APPOINTMENT AND REVOCATION OF PROXIES

EXERCISE OF DISCRETION BY PROXIES

ADVICE TO NON-REGISTERED SHAREHOLDERS

Distribution of Meeting Materials to Non-Registered Holders

Voting by Non-Registered Holders

Voting by Non-Registered Holders at the Meeting

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

PARTICULARS OF MATTERS TO BE ACTED UPON

1. PRESENTATION OF FINANCIAL STATEMENTS

2. ELECTION OF DIRECTORS

Corporate Cease Trade Orders or Bankruptcies

Chris Irwin

Guy Charette

Personal Bankruptcies

Penalties and Sanctions

3. APPOINTMENT OF AUDITOR

4. THE TRANSACTION

General

The Company

Canada Co

The Target

Details of the Transaction

Summary

The Amalgamation Agreement

Representations, Warranties and Covenants

Covenants

Conditions to the Amalgamation Becoming Effective

Termination

Waivers and Amendments

The Offering

Resulting Capitalization

Risk Factors Relating to the Transaction

The Transaction is subject to satisfaction or waiver of various conditions

The Amalgamation Agreement may be terminated in certain circumstances

While the Transaction is pending, the Company is restricted from pursuing alternatives to the Transaction and taking other certain actions

The Company will incur costs even if the Transaction is not completed and the Company may have to pay various expenses incurred in connection with the Transaction

If the Transaction is not consummated by December 31, 2025, either the Company or the Target may elect not to proceed with the Transaction

The pending Transaction may divert the attention of the Company's management

The issuance of a significant number of Common Shares and a resulting "market overhang" could adversely affect the market price of the Common Shares after completion of the Transaction

The Company has not verified the reliability of the information regarding the Target included in, or which may have been omitted from this Circular

The unaudited pro forma condensed combined financial information of the Resulting Issuer is presented for illustrative purposes only and may not be an indication of the Resulting Issuer's financial condition or results of operations following the Transaction

Following completion of the Transaction, the Resulting Issuer may issue additional equity securities

Shareholder Approval for the Transaction and the Offering

"BE IT RESOLVED THAT:

5. ELECTION OF DIRECTORS CONDITIONAL UPON AND EFFECTIVE FOLLOWING THE COMPLETION OF THE TRANSACTION

Corporate Cease Trade Orders or Bankruptcies

Chris Irwin

Personal Bankruptcies

Penalties and Sanctions

Stock Options and Other Compensation Securities

Stock Option Plan and other Incentive Plans

Employment, Consulting and Management Agreements

Oversight and Description of Director and Named Executive Officer Compensation

Compensation of Directors

Compensation of Named Executive Officers

Principles of Executive Compensation

Base Salary

Annual Incentives

Compensation and Measurements of Performance

Pension Disclosure

Termination and Change of Control Benefits

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

AUDIT COMMITTEE INFORMATION REQUIRED IN THE INFORMATION CIRCULAR OF A VENTURE ISSUER

Audit Committee

Audit Committee Charter

Composition of the Audit Committee

Relevant Education and Experience

Audit Committee Oversight

Reliance on Exemptions in NI 52-110

Pre-Approval Policies and Procedures

Audit Fees

REPORT ON CORPORATE GOVERNANCE

Board of Directors

EV Minerals Corporation Proxy Solicitation & Information Statement 2025