Gold Mountain Mining Corp.

This short form prospectus has been filed under legislation in each of the provinces and territories of Canada, except the province of Québec, that permits certain information about these securities to be determined after this prospectus has become final and that permits the omission from this prospectus of that information. The legislation requires the delivery to purchasers of a prospectus supplement containing the omitted information within a specified period of time after agreeing to purchase any of these securities.

This short form prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. These securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”) or the securities laws of any state of the United States of America, its territories, possessions or the District of Columbia (the “ United States ”). Accordingly, the securities may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as such terms are defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. This short form prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby within the United States or to, or for the benefit of, U.S. persons. See “Plan of Distribution”. No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise.

Information has been incorporated by reference in this short form prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the General Counsel of Gold Mountain Mining Corp., at #1000 – 1285 West Pender Street, Vancouver, British Columbia, V6E 4B1, Telephone: (604) 685‐6269 and are also available electronically at www.sedar.com.

SHORT FORM BASE SHELF PROSPECTUS

New Issue December 8[th] , 2021

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#1000 – 1285 West Pender Street

Vancouver, British Columbia, V6E 4B1

CDN$50,000,000

COMMON SHARES

WARRANTS

SUBSCRIPTION RECEIPTS

UNITS

DEBT SECURITIES

Gold Mountain Mining Corp. (“ Gold Mountain ” or the “ Company ”) may offer and issue from time to time, the securities listed above or any combination thereof with the aggregate initial offering price not to exceed Cdn$50,000,000 during the 25‐month period that this short form base shelf prospectus (this “ Prospectus ”), including any amendments thereto, remains effective. The Company’s securities may be offered separately or together, in amounts, at prices and on terms to be determined based on market conditions at the time of sale and set forth in an accompanying shelf prospectus supplement (each, a “ Prospectus Supplement ”). This Prospectus may not be used to offer or sell securities without the Prospectus Supplement which includes a description of the method and terms of that offering.

The specific terms of the securities offered in a particular offering will be set out in the applicable Prospectus Supplement and may include, where applicable (i) in the case of Common Shares of the Company (“ Common Shares ”), the number of Common Shares offered, the offering price and any other specific terms; (ii) in the case of warrants, the designation, number and terms of the securities issuable upon exercise of the warrants, any procedures that will result in the adjustment of these numbers, the exercise price, dates and periods of exercise, the currency in which the warrants are issued and any other specific terms; (iii) in the case of subscription receipts, the designation, number and terms of the securities issuable

upon satisfaction of certain release conditions, any procedures that will result in the adjustment of these numbers, any additional payments to be made to holders of subscription receipts upon satisfaction of the release conditions, the terms of the release conditions, the terms governing the escrow of all or a portion of the gross proceeds from the sale of the subscription receipts, terms for the refund of all or a portion of the purchase price for the subscription receipts in the event that the release conditions are not met or any other specific terms; (iv) in the case of units, the designation, number and terms of the Common Shares, warrants or subscription receipts comprising the units; and (v) in the case of debt securities, the specific designation, aggregate principal amount, the currency or the currency unit for which the debt securities may be purchased, maturity, interest provisions, authorized denominations, offering price, covenants, events of default, any terms for redemption at the option of the Company or the holder, any exchange or conversion terms and any other specific terms. For greater certainty, this Prospectus may qualify for issuance debt securities, including debt securities convertible into other securities of the Company, in respect of which the payment of principal and/or interest may be determined, in whole or in part, by reference to published rates of a central banking authority or one or more financial institutions, such as a prime rate or bankers’ acceptance rate, or to recognized market benchmark interest rates such as LIBOR. A Prospectus Supplement may include specific variable terms pertaining to the above‐described securities that are not within the alternatives or parameters set forth in this Prospectus.

All shelf information permitted under applicable securities laws to be omitted from this Prospectus will be contained in one or more Prospectus Supplements that will be delivered to purchasers together with this Prospectus to the extent required by applicable securities laws. Each Prospectus Supplement will be incorporated by reference into this Prospectus for the purposes of securities legislation as of the date of the Prospectus Supplement and only for the purposes of the distribution of the securities to which the Prospectus Supplement pertains.

An investment in our securities involves a high degree of risk. Investors or prospective investors should carefully read the “Risk Factors” section detailed in this Prospectus. The risks outlined in this Prospectus and in the documents incorporated by reference herein, including the applicable Prospectus Supplement, should be carefully reviewed and considered by prospective investors in connection with any investment in securities. See “ Risk Factors ”.

This Prospectus constitutes a public offering of the securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. Gold Mountain may offer and sell securities to, or through, underwriters or dealers and also may offer and sell certain securities directly to other purchasers or through agents pursuant to exemptions from registration or qualification under applicable securities laws. The Prospectus Supplement relating to each issue of securities offered thereby will set forth the names of any underwriters, dealers, or agents involved in the offering and sale of such securities and will set forth the terms of the offering of such securities, the method of distribution of such securities, including, to the extent applicable, the proceeds to the Company and any fees, discounts or any other compensation payable to underwriters, dealers or agents, and any other material terms of the plan of distribution. No underwriter has been involved in the preparation of, or has performed a review of, the contents of this Prospectus. Securities may be sold from time to time in one or more transactions at a fixed price or prices or at non‐fixed prices. If offered on a non‐fixed price basis, securities may be offered at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at prices to be negotiated with purchasers at the time of sale, which prices may vary as between purchasers and during the period of distribution of the securities.

The securities may be offered and sold pursuant to this Prospectus through underwriters, dealers, directly or through agents designated from time to time at amounts and prices and other terms determined by the Company. This Prospectus may qualify an “at-the-market distribution” (as defined in National Instrument 44-102 – Shelf Distributions (“ NI 44-102 ”)). In connection with any underwritten offering of securities other than an “at-the-market distribution”, unless otherwise specified in the relevant Prospectus Supplement the underwriters may over-allot or effect transactions which stabilize or maintain the market price of the securities offered at levels other than those that might otherwise prevail on the open market. Such transactions may be commenced, interrupted or discontinued at any time. See “ Plan of Distribution ”. A Prospectus Supplement will set out the names of any underwriters, dealers or agents involved in the sale of the securities; the amounts, if any, to be purchased by underwriters; the plan of distribution for such securities, including the net proceeds the Company expects to receive from the sale of such securities, if any; the amounts and prices at which such securities are to be sold; the compensation of any underwriters, dealers or agents; and other material terms of the plan of distribution. No underwriter or dealer involved in an “at-the-market distribution” under this Prospectus, and no person or company acting jointly or in concert with an underwriter or dealer, may, in connection with the distribution, enter into any transaction that is intended to stabilize or maintain the market price of the securities or securities of the same class as the securities

distributed under this Prospectus, including selling an aggregate number or principal amount of securities that would result in the underwriter creating an over-allocation position in the securities.

The Company’s Common Shares are listed on the Toronto Stock Exchange (the “ TSX ”) TSX under the symbol “GMTN”, on the Börse Frankfurt under the symbol “5XFA”, and are posted for trading on the OTCQB market in the United States under the symbol “GMTNF”. On December 7[th] , 2021, the last trading before the date of this Prospectus, the closing price of the Common Shares was $1.46 per share on the TSX. Unless otherwise specified in the applicable Prospectus Supplement, securities other than Common Shares will not be listed on any securities exchange.

Mr. Blake Steele, a director of the Company, resides outside of Canada and has appointed the Company at Suite 1000, 1285 West Pender Street, Vancouver B.C., V6E 4B1 as agent for service of process. Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction, or resides outside of Canada, even if the party has appointed an agent for service of process.

Unless otherwise specified in a Prospectus Supplement, there is no market through which the Company’s warrants, subscription receipts, debt securities or any other securities convertible into Common Shares of the Company may be sold and holders may not be able to resell any of such securities, purchased under this Prospectus or any Prospectus Supplement. This may affect the pricing of such securities on the secondary market, the transparency and availability of trading prices, the liquidity of the securities, and the extent of issuer regulation. See “ Risk Factors ”.

No underwriter has been involved in the preparation of this Prospectus nor has any underwriter performed any review of the contents of this Prospectus.

CAUTIONARY NOTE REGARDING FORWARD‐LOOKING STATEMENTS .................................................................................. 5 CAUTIONARY NOTE TO U.S. INVESTORS CONCERNING RESOURCE ESTIMATES ......................................................... 8 SCIENTIFIC AND TECHNICAL INFORMATION ................................................................................................................................ 8 CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION....................................................................................... 9 DOCUMENTS INCORPORATED BY REFERENCE ............................................................................................................................. 9 SUMMARY DESCRIPTION OF BUSINESS ........................................................................................................................................ 10 Overview .............................................................................................................................................................................................. 11 Elk Gold Project ................................................................................................................................................................................... 11 Recent Developments .......................................................................................................................................................................... 11 USE OF PROCEEDS .............................................................................................................................................................................. 15 PLAN OF DISTRIBUTION .................................................................................................................................................................... 15 EARNINGS COVERAGE RATIOS ....................................................................................................................................................... 16 TAX CONSIDERATIONS ...................................................................................................................................................................... 16 DESCRIPTION OF SECURITIES OFFERED UNDER THIS PROSPECTUS ..................................................................................... 16 Description of Common Shares ........................................................................................................................................................... 17 Description of Warrants ....................................................................................................................................................................... 17 Description of Subscription Receipts ................................................................................................................................................... 18 Description of Units ............................................................................................................................................................................. 20 Description of Debt Securities ............................................................................................................................................................. 20 PRIOR SALES ........................................................................................................................................................................................ 21 TRADING PRICE AND VOLUME........................................................................................................................................................ 23 DIVIDEND POLICY............................................................................................................................................................................... 24 CONSOLIDATED CAPITALIZATION ................................................................................................................................................. 24 DESCRIPTION OF SHARE CAPITAL .................................................................................................................................................. 24 Authorized Capital ............................................................................................................................................................................... 24 Common Shares ................................................................................................................................................................................... 24 Stock Options ....................................................................................................................................................................................... 24 Warrants ............................................................................................................................................................................................... 25 Restricted Share Units .......................................................................................................................................................................... 25 Performance Share Units ..................................................................................................................................................................... 25 DENOMINATIONS, REGISTRATION AND TRANSFER .................................................................................................................. 25 CERTAIN INCOME TAX CONSIDERATIONS ................................................................................................................................... 26 AUDITORS, TRANSFER AGENT AND REGISTRAR ........................................................................................................................ 26 ENFORCEMENT OF JUDGMENTS AGAINST FOREIGN PERSONS OR COMPANIES ................................................................ 26 ADDITIONAL INFORMATION ............................................................................................................................................................ 26 At-the-Market Distributions ................................................................................................................................................................. 27 CERTIFICATE OF GOLD MOUNTAIN MINING CORP. ................................................................................................................... 29

ABOUT THIS PROSPECTUS

You should rely only on the information contained in or incorporated by reference into this Prospectus. Gold Mountain has not authorized anyone to provide you with different information. Gold Mountain is not making an offer of these securities in any jurisdiction where the offer is not permitted. You should bear in mind that although the information contained in this Prospectus and any Prospectus Supplement is accurate as of any date on the front of such documents, such information may also be amended, supplemented or updated by the subsequent filing of additional documents deemed by law to be or otherwise incorporated by reference into this Prospectus and by any subsequently filed prospectus amendments.

This Prospectus provides a general description of the securities that the Company may offer. Each time the Company sells securities under this Prospectus, it will provide purchasers of the securities with a Prospectus Supplement that will contain specific information about the terms of that offering in accordance with applicable securities laws. The Prospectus Supplement may also add, update or change information contained in this Prospectus or in the documents incorporated by reference herein.

In connection with any offering of the securities (unless otherwise specified in a Prospectus Supplement), the underwriters or agents may over-allot or effect transactions which stabilize or maintain the market price of the securities offered at a higher level than that which might exist in the open market. Such transactions, if commenced, may be interrupted or discontinued at any time. See “ Plan of Distribution ”.

Owning securities may subject investors to tax consequences both in Canada and the United States. This Prospectus or any applicable Prospectus Supplement may not describe these tax consequences fully. Investors should read the tax discussion in any Prospectus Supplement with respect to a particular offering and consult their own tax advisor with respect to their own particular circumstances. Before investing in any securities, you should read both this Prospectus and any applicable Prospectus Supplement together with additional information described below under “Documents Incorporated by Reference” and “Available Information”.

THIS PROSPECTUS MAY NOT BE USED TO OFFER OR SELL ANY SECURITIES UNLESS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.

Investors should rely only on the information contained in this Prospectus and the applicable Prospectus Supplement. The Company has not authorized anyone to provide investors with information different from that contained in this Prospectus. The distribution or possession of this Prospectus in or from certain jurisdictions may be restricted by law. This Prospectus is not an offer to sell these securities and is not soliciting an offer to buy securities in any jurisdiction where the offer or sale is not permitted or where the person making the offer or sale is not qualified to do so or to any person to whom it is not permitted to make such offer or sale. The information contained in this Prospectus is accurate only as of the date of this Prospectus, regardless of the time of delivery of this Prospectus or of any sale of the securities. The Company’s business, financial condition, results of operations and prospects may have changed since that date.

Market data and certain industry forecasts used in this Prospectus or the documents incorporated by reference herein were obtained from market research, publicly available information and industry publications. The Company believes that these sources are generally reliable, but the accuracy and completeness of this information is not guaranteed. The Company has not independently verified such information and makes no representation as to the accuracy of such information.

Unless stated otherwise or the context otherwise requires, all references to dollar amounts in this Prospectus and any Prospectus Supplement are references to Canadian dollars. References to “US$” are to U.S. dollars. The Company’s financial statements that are incorporated by reference into this Prospectus and any Prospectus Supplement are expressed in Canadian dollars and have been prepared in accordance with International Financial Reporting Standards (“ IFRS ”) or IAS 34 – Interim Financial Reporting, as applicable. Unless the context otherwise requires references in this Prospectus and any Prospectus Supplement to “Gold Mountain”, the “Company”, “we”, “us” or “our” includes Gold Mountain Mining Corp. and each of its material subsidiaries.

CAUTIONARY NOTE REGARDING FORWARD‐LOOKING STATEMENTS

This Prospectus and the documents incorporated by reference into this Prospectus contain “forward‐looking statements” within the meaning of applicable Canadian securities laws (“ forward‐looking statements ”) concerning the Company’s

plans for its properties, operations and other matters. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management.

Statements concerning estimates of mineral resources and mineral reserves may also be deemed to constitute forward‐ looking statements to the extent that they involve estimates of the mineralization that will be encountered if the property is developed, and in the case of mineral reserves, such statements reflect the conclusion based on certain assumptions that the mineral deposit can be economically and legally exploited. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance are not statements of historical fact and may be forward‐looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “estimates”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or states that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Gold Mountain to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

Examples of such statements include those pertaining to, without limitation, the future price of gold and silver, the anticipated timeline and targeted milestones for the development of the Elk Gold Project, the estimation of Mineral Resources, the realization of Mineral Resource estimates, expected capital expenditures, costs and timing of development of the Elk Gold Project, costs, location and timing of future exploration and drilling and estimated completion dates for certain milestones, success of exploration activities, governmental approvals, permits and third party consents (as may be required) timing and requirements, requirements for additional capital, government regulation of mining operations, environmental risks and hazards, title disputes or claims, contractual commitments, continuous availability of required expertise and manpower, continuous access to capital markets, limitations on insurance coverage, and other factors applicable generally to the industry in which the Company operates or those mentioned in the Company’s other public disclosure documents.

Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained or referenced herein. Such forward-looking statements is based on a number of assumptions that may prove to be incorrect, including, but not limited to:

the overall strength of the economy generally;
risks normally incidental to the nature of mineral exploration, development and mining;
general business, social, economic, political, regulatory and competitive uncertainties;
in respect of Gold Mountain and the Elk Gold Project: there being no significant disruptions affecting operations, whether due to contract disputes, labour disruptions, supply disruptions, damage to equipment or otherwise;
certain commodity price assumptions;
capital requirements, financing risks and debt and liquidity risks;
the prices for energy and other key supplies remaining consistent with current levels;
the accuracy of current Mineral Resource estimates of the Elk Gold Project and Mineral Resources not having demonstrated economic viability;
the speculative nature of mineral exploration and project development, including the risk of diminishing quantities or grades of mineralization and the inherent riskiness of inferred Mineral Resources;
geological, hydrological and climatic events that may adversely affect infrastructure, operations and development plans and the inability to effectively mitigate or predict with certainty the occurrence of such events;
risks associated with inaccurate capital and operational costs estimates;
risks related to accounting policies and internal controls;

risks related to the failure or breach of network systems or other digital technologies;
labour difficulties;
dependence on key personnel and risks associated with management being unable to successfully apply their skills and experience to attract and retain highly skilled personnel;
reliance on third parties and experts;
conflicts of interest;
risks related to future production estimates and guidance;
aboriginal claims and consultation issues;
maintenance or provision of infrastructure;
risks associated with the construction and start-up of new mines;
changes in mine or project parameters as plans continue to be refined;
personal safety and asset security risks in regions linked to criminal activity;
risks related to health epidemics and outbreak of communicable diseases, such as the current outbreak of the novel coronavirus, COVID-19;
failure of plant, equipment or processes to operate as anticipated;
insurance and uninsured risks;
environmental regulations and potential liabilities;
the Company’s activities being subject to extensive governmental regulation;
the Company’s failure to comply with laws and regulations or other regulatory requirements;
the Company’s failure to comply with or renew existing approvals, licences and permits or its inability to obtain, on a timely basis or at all, any new approvals, licences and permits that may be required to support development or construction plans;
competition from other mining businesses;
unexpected disruptions in services provided by smelters or refiners;
corruption risks and compliance with anti-corruption laws;
dilution and future sales of the Common Shares;
volatility of the trading price of Common Shares;
risks arising from community relations and public opposition to mining activities;
weather and climate change risks; and
litigation risks and reputational risks.

The factors identified above are not intended to represent a complete list of the factors that could affect Gold Mountain. Some of the important risks and uncertainties that could affect forward‐looking statements are described in this Prospectus under “Risk Factors”.

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results, performance or achievements may vary materially from those expressed or implied by the forward-looking statements contained or referenced herein. These factors should be carefully considered and readers are cautioned not to place undue reliance on forward-looking statements, which speaks only as of the date of this Prospectus. All subsequent forward-looking statements is expressly qualified in its entirety by the cautionary statements contained or referred to herein. Forward‐looking statements are made based on management’s beliefs, estimates and opinions on the date the statements are made, and Gold Mountain does not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances that occur after the date of this Prospectus or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws. Investors are cautioned against attributing undue certainty to forward‐looking statements.

CAUTIONARY NOTE TO U.S. INVESTORS CONCERNING RESOURCE ESTIMATES

As a British Columbia corporation and a “reporting issuer” under Canadian securities laws, we are required to provide disclosure regarding our mineral properties in accordance with National Instrument 43-101 (“ NI 43-101 ”). NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. In accordance with NI 43-101, we use the terms mineral reserves and resources as they are defined in accordance with the CIM Standards. In particular, the terms “mineral reserve”, “proven mineral reserve”, “probable mineral reserve”, “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” used in this prospectus and the documents incorporated by reference herein and therein, are Canadian mining terms defined in accordance with CIM Standards. These definitions differ from the definitions in the disclosure requirements promulgated by the U.S. Securities and Exchange Commission (“SEC”). Accordingly, information contained in this prospectus and the documents incorporated by reference herein may not be comparable to similar information made public by U.S. companies reporting pursuant to SEC disclosure requirements.

United States investors are also cautioned that while the SEC will now recognize “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources”, mineralization described using these terms has a greater amount of uncertainty as to their existence and feasibility than mineralization that has been characterized as reserves. Accordingly, investors are cautioned not to assume that any “measured mineral resources”, “indicated mineral resources”, or “inferred mineral resources” that we report are or will be economically or legally mineable. Further, “inferred resources” have a greater amount of uncertainty as to their existence and as to whether they can be mined legally or economically. In accordance with Canadian rules, estimates of “inferred mineral resources” cannot form the basis of feasibility or other economic studies, except in limited circumstances where permitted under NI 43-101.

SCIENTIFIC AND TECHNICAL INFORMATION

Except where otherwise stated, the scientific and technical information relating to the Elk Gold Project set forth in this Prospectus and in the documents incorporated by reference herein is based on the NI 43-101 technical report entitled “Updated Preliminary Economic Assessment on the Elk Gold Project, Merritt, British Columbia Canada” dated August 26, 2021 and effective May 14, 2021 prepared by Robert G. Wilson, P.Geo, Greg Mosher, P.Geo, Antonio Loschiavo, P.Eng., and Andre De Ruijter, P. Eng (the “ Elk Gold Technical Report ”). A copy of the Elk Gold Technical Report has been filed with Canadian securities regulatory authorities on SEDAR and is available under the Company’s profile at www.sedar.com.

Each of the authors of the Elk Gold Technical Report above is a “qualified person” for the purposes of NI 43-101. The information contained in this Prospectus and the documents incorporated by reference herein regarding the Elk Gold Project has been derived from the Elk Gold Technical Report, is subject to certain assumptions, qualifications and procedures described in the Elk Gold Technical Report and is qualified in its entirety by the full text of the Elk Gold Technical Report. Reference should be made to the full text of the Elk Gold Technical Report.

The Elk Gold Technical Report is preliminary in nature and includes inferred mineral resources that are too speculative geologically to have economic considerations applied to them that would enable them to be categorized as mineral reserves. There is no certainty that the Elk Gold Technical Report results will be realized.

Mineral resources are not mineral reserves and do not have demonstrated economic viability.

CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION

Unless otherwise indicated, all references to “$” or “dollars” in this Prospectus refer to Canadian dollars. References to “US$” in this Prospectus refer to United States dollars.

The table below sets forth the following: (a) the rate of exchange for the Canadian dollar, expressed in U.S. dollars, in effect at the end of the periods indicated; (b) the average exchange rates for the Canadian dollar, expressed in Canadian dollars, on the last day of each month on which exchange rates are published during such periods; and (c) the high and low exchange rates for the Canadian dollar, expressed in U.S. dollars, during such periods, each based on the rate of exchange as reported by the Bank of Canada for conversion of Canadian dollars into U.S. dollars.

Rate at end of period Average rate of period High for period Low for period	Year Ended January 31, 2021 2020 $1.2780 $1.3388 $1.4496 $1.2627 $1.3233 $1.3250 $1.3527 $1.2970	Quarter	Ended July 31,
	2021 $1.2780 $1.3388 $1.4496 $1.2627	2021 $1.2462 $1.2293 $1.2759 $1.2040	2020
			$1.3404 $1.3664 $1.4124 $1.3360

The daily exchange rate on November 2, 2021, as reported by the Bank of Canada for the conversion of U.S. dollars into Canadian dollars was US$1.00 equals $1.2404.

DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference in this Prospectus from documents filed with securities commissions or similar authorities in British Columbia, Alberta, Ontario, Saskatchewan, Manitoba, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, Northwest Territories, Yukon and Nunavut (the “ Commissions ”). Copies of the documents incorporated herein by reference may be obtained on request without charge from the General Counsel of Gold Mountain Mining Corp., at #1000 – 1285 West Pender Street, Vancouver, British Columbia, V6E 4B1, Canada, Telephone: (604) 685‐6269 and are also available electronically on SEDAR which can be accessed at www.sedar.com.

The following documents of the Company, which have been filed with the Commissions, are specifically incorporated by reference into, and form an integral part of, this Prospectus:

a. the annual information form of Gold Mountain (the “ Annual Information Form ”) dated October 29, 2021for the year ended January 31, 2021 and filed on SEDAR on November 4, 2021;
b. the business acquisition report of Gold Mountain dated March 5, 2021;
c. the audited consolidated financial statements of Gold Mountain for the year ended January 31, 2021 and 2020 (the “ Annual Financial Statements ”) together with the notes thereto and the auditors’ report thereon and related management’s discussion and analysis (the “ Annual MD&A ”), filed on SEDAR on May 26, 2021;
d. the unaudited condensed consolidated interim financial statements of Gold Mountain for the three and six month period ended July 31, 2021 and 2020 together with the notes thereto and the auditors’ report thereon (the “Interim Financial Statements”) and related management’s discussion and analysis (the “ Interim MD&A ”), filed on SEDAR on September 29, 2021;
e. the management information circular of Gold Mountain dated February 9, 2021 prepared in connection with Gold Mountain’s annual general and special meeting of shareholders held on March 23, 2021, filed on SEDAR on February 17, 2021;
f. the material change report filed on November 1, 2021 relating to the Company’s receipt of the amendment to mine permit M-199 which allows the Company to produce up to 70,000 tonnes per year from the Elk Gold Project;
g. the material change report filed on July 5, 2021 relating to the closing of a bought deal private placement which raised gross proceeds of $12,000,000;

h. the material change report filed on June 1, 2021 regarding the update to the companies Preliminary Economic Assessment at the Elk Gold Project;
i. the material change report filed February 25, 20201 regarding the closing of a private placement of units which raised gross proceeds of $10,000,700; and
j. the material change report filed February 3, 2021 relating to Gold Mountain entering into an Ore Purchase Agreement with New Gold Inc.

Any annual information form, material change reports (excluding confidential material change reports), any interim and annual consolidated financial statements and related management discussion and analysis, any information circulars (excluding those portions that, pursuant to National Instrument 44‐101 – Short Form Prospectus Distributions (“NI 44-101”), are not required to be incorporated by reference herein), any business acquisition reports, any news releases or public communications containing financial information about the Company for a financial period more recent than the periods for which financial statements are incorporated herein by reference, and any other disclosure documents required to be filed pursuant to an undertaking to a provincial or territorial securities regulatory authority that are filed by the Company with various securities commissions or similar authorities in Canada after the date of this Prospectus and prior to the termination of an offering under any Prospectus Supplement, shall be deemed to be incorporated by reference in this Prospectus.

Any template version of any “marketing materials” (as such term is defined in NI 44-101) filed by the Company after the date of a Prospectus Supplement and before the termination of the distribution of the securities offered pursuant to such Prospectus Supplement (together with this Prospectus) is deemed to be incorporated by reference in such Prospectus Supplement.

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

A Prospectus Supplement containing the specific terms of an offering of securities, updated disclosure of earnings coverage ratios, if applicable, and other information relating to the securities, will be delivered to purchasers of such securities together with this Prospectus and will be deemed to be incorporated into this Prospectus as of the date of such Prospectus Supplement only for the purpose of the offering of the securities covered by that Prospectus Supplement.

Upon a new annual information form and the related annual financial statements being filed by the Company with, and, where required, accepted by, the applicable securities commissions or similar regulatory authorities during the currency of this Prospectus, the previous annual information form, the previous annual financial statements and all quarterly financial statements, material change reports and information circulars filed prior to the commencement of the Company’s financial year in which the new annual information form is filed shall be deemed no longer to be incorporated into this Prospectus for purposes of further offers and sales of securities hereunder.

SUMMARY DESCRIPTION OF BUSINESS

The following description of the Company is, in some instances, derived from selected information about the Company contained in the documents incorporated by reference into this Prospectus. This description does not contain all of the information about the Company and its properties and business that you should consider before investing in any securities. You should carefully read the entire Prospectus and the applicable Prospectus Supplement, including the section entitled “Risk Factors”, as well as the documents incorporated by reference into this Prospectus and the applicable Prospectus Supplement, before making an investment decision.

Overview

The Company was incorporated as Freeform Capital Partners Inc. pursuant to the provisions of the Business Corporations Act (British Columbia) on November 5, 2018. On December 23, 2020 the Company changed its name to Gold Mountain Mining Corp. in connection with the closing of its reverse take-over qualifying transaction (as such term is defined in TSXV Policy 2.4 – Capital Pool Companies ) with Bayshore Minerals Inc. On March 23, 2021, the Company amended its articles to add advance notice requirements for the election of directors.

The head office of the Company is located at Suite 1000, 1285 West Pender Street, Vancouver, British Columbia, V6E 4B1 and the registered and records office is located at 19th Floor, 885 West Georgia Street, Vancouver, British Columbia, V6C 3H4.

The corporate structure of the Company, its material subsidiaries, the jurisdiction of incorporation of such corporations and the percentage of equity ownership are set out in the following chart:

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The Company is a mineral resource corporation engaged in the acquisition, exploration and development of mineral properties principally located in British with the objective of identifying deposits economically worthy of subsequent development and mining or sale. The Company has focused its efforts on the advancement of the Elk Gold Project in British Columbia since acquiring the project from Equinox Gold Corp. While the Company periodically evaluates potential new precious metal exploration opportunities predominantly in British Columbia, it has largely focused its efforts on advancing the Elk Gold Project into production.

Elk Gold Project

The Elk Gold Project is located in south central British Columbia, Canada, approximately 325km northeast of Vancouver and 55km west of Okanagan Lake, midway between the cities of Merritt and West Kelowna. The Company holds its interest in the Elk Gold Project through its wholly owned subsidiary, Elk Gold Mining. The entire Elk Gold Project consists of 27 contiguous mineral claims covering 16,716 hectares and one mining lease covering 150 hectares. The mineral lease expires on September 21, 2021 and all mineral claims were scheduled to expire on April 30, 2021 but due to COVID, expiry dates on claims were extended to December 31, 2021. The claims may be maintained beyond their current expiry date by continuing to conduct work on the property at the rate of $331,321 per year, or by cash payment in lieu at double that rate. The Mining Lease may be maintained by paying a yearly rental of $3,000 and providing an annual reclamation report that is acceptable to the Ministry of Energy, Mines and Petroleum Resources. Surface rights are currently held by the provincial

government of British Columbia. On October 29, 2021, the Company received the amendment to its mine permit M-199 which allows the Company to produce up to 70,000 tonnes per year from the Elk Gold Project.

The Elk Gold Technical Report contemplates an initial 19,000 ounce per year mine that ramps up to 65,000 ounces of annual production by Year 4. The pre- and post-tax NPV (5% discount) are $395M and $231M, respectively. The Elk Gold Technical Report contemplates that for the life of mine, the mineralized material from the Elk Gold Project will be mined by the Company’s contract mining partner, Nwhelmen-Lake LP and then delivered to New Gold Inc.’s New Afton Mine located approximately 130km from the Elk Gold Project.

The preliminary economic assessment contained in the Elk Gold Technical Report is preliminary in nature and includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves. There is no certainty that the preliminary economic assessment in the Elk Gold Technical Report will be realized. Mineral resources that are not mineral reserves do not have demonstrated economic viability.

Elk Gold Resource Update - Summary

On May 14, 2021 the Company announced the following updated resource estimate at the Elk Gold Project:


Classification	Tonnes	AuEq (g/t)	Au Capped g/t	Ag Capped g/t	AuEq (Oz)

Measured	196,000	9.9	9.8	9.9	63,000

Indicated	3,148,000	5.8	5.7	11.2	589,000

Measured + Indicated	3,344,000	6.1	5.9	11.1	651,000

Inferred	1,029,000	4.8	4.7	10.9	159,000

CIM definitions were followed for classification of Mineral Resources. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability. Results are presented in-situ and undiluted. Mineral resources are reported at a cut-off grade of 0.3 g/t Au for pit-constrained resources and 3.0 g/t for underground resources. The number of tonnes and metal ounces are rounded to the nearest thousand. The Resource Estimate includes both gold and silver assays. The formula used to combine the metals is: AuEq = ((Au_Cap55.810.96) + (Ag_Cap0.760.86))/(55.81*0.96) The Resource Estimate is effective as of May 1, 2021.

For more information on the data verification and key assumptions and parameters used to estimate the mineral resources ad the preliminary economic assessment, please see the Elk Gold Technical Report a copy of which is available at www.sedar.com.

Recent Developments

On November 23[rd] , 2021 the Company’s common shares began trading on the Toronto Stock Exchange (the “ TSX ”).

RISK FACTORS

An investment in the Company should be considered highly speculative and involves certain risks, including risks relating the Company’s history of net losses; the need for and availability of capital and associated financing risks; the speculative nature of mineral exploration and the risks inherent in the mining industry; title to the Company’s properties, including in relation to indigenous groups and other stakeholders; international market prices of metals; currency fluctuations; government regulation, authorities and approvals, including in relation to mining and environmental matters; changes to legislation; litigation and regulatory proceedings; competition; key personnel; COVID-19; global and local market

conditions; insurance; related party transactions; reliance on third party contractors; and any additional risks incorporated by reference or described in a particular Prospectus Supplement.

Prospective investors in a particular offering of the securities should carefully consider, in addition to information contained in the Prospectus Supplement relating to that offering and the information incorporated by reference herein for the purposes of that offering, the risk factor listed below and the risks described in the Company’s then-current Annual Information Form, as well as the Company’s then-current annual management’s discussion and analysis and interim management’s discussion and analysis, if applicable, to the extent incorporated by reference herein for the purposes of that particular offering of securities. See “ Documents Incorporated by Reference ”.

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

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

Future Dilution

In order to raise additional capital, the Company may in the future offer additional Common Shares or other securities convertible into or exchangeable for Common Shares at prices that may not be the same as the price per share paid by an investor in an offering in a subsequent Prospectus Supplement. The Company may sell Common Shares or other securities in any other offering at a price per share that is less than the price per share paid by any investor in an offering in a subsequent Prospectus Supplement, and investors purchasing other securities in the future could have rights superior to you. The price per share at which the Company sells additional Common Shares or securities convertible or exchangeable into Common Shares, in future transactions may be higher or lower than the price per share paid by any investor in an offering under a subsequent Prospectus Supplement.

Future Debt

If, in the future, the Company issues debt securities that rank senior to the Common Shares, it is likely that such securities will be governed by an indenture or other instrument containing covenants restricting the Company’s operating flexibility. Any convertible or exchangeable securities that the Company issues in the future may have rights, preferences and privileges more favorable than those of the Common Shares and may result in dilution to holders of Common Shares. The Company and, indirectly, its shareholders, will bear the cost of issuing and servicing such securities. Because the Company’s decision to issue debt securities or equity securities in any future offering will depend on market conditions and other factors beyond the Company’s control, the Company cannot predict or estimate the amount, timing or nature of future offerings. Thus, holders of Common Shares will bear the risk of future offerings reducing the market price of Common Shares and diluting the value of their stock holdings.

No Assurance of Active or Liquid Market

There is no public market for warrants, subscription receipts or debt securities of the Company and, unless otherwise specified in the applicable Prospectus Supplement, the Company does not intend to apply for listing of these securities on any securities exchange. If these securities are traded after their initial issue, they may trade at a discount from their initial offering prices depending on the market for similar securities, prevailing interest rates and other factors, including general economic conditions and the Company’s financial condition. There can be no assurance as to the liquidity of the trading market for any warrants, subscription receipts or debt securities of the Company or that a trading market for these securities will develop.

Market Price Volatility

The market price of the Common Shares may be adversely affected by a variety of factors relating to the Company’s business, including fluctuations in the Company’s operating and financial results, the results of any public announcements made by the Company and the failure to meet analysts’ expectations.

The market price of the Common Shares has experienced wide fluctuations which may not necessarily be related to the financial condition, operating performance, underlying asset values or prospects of the Company. Securities of micro-cap and small-cap companies 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 North America and globally and market perceptions of the attractiveness of particular industries.

The price of the Common Shares is also likely to be significantly affected by short-term changes in gold, silver and other metal prices. Other factors unrelated to the Company’s performance that may have an effect on the price of the Common Shares include (among others) the following: (i) the extent of analytical coverage available to investors concerning the Company’s business may be limited if investment banks with research capabilities do not follow the Common Shares; (ii) lessening in trading volume and general market interest in the Common Shares may affect an investor’s ability to trade significant numbers of Common Shares; (iii) the size of the Company’s public float may limit the ability of some institutions to invest in the Common Shares; and (iv) a substantial decline in the price of the Common Shares that persists for a significant period of time could cause the Common Shares to be delisted from the TSXV or from any other exchange upon which the Common Shares may trade from time to time, further reducing market liquidity.

As a result of any of these factors, the market price of the Common Shares at any given point in time may not accurately reflect the Company’s long-term value. Securities class action litigation often has been brought against companies following periods of volatility in the market price of their securities. The Company 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.

Broad Discretion over the Use of Proceeds

The Company’s management will have broad discretion with respect to the application of net proceeds received by the Company from the sale of securities under this Prospectus and may spend such proceeds in ways that do not improve the Company’s results of operations or enhance the value of the Common Shares or the Company’s other issued and outstanding securities from time to time. Any failure by management to apply these funds effectively could result in financial losses that could have a material adverse effect on the Company’s business or cause the price of the Company’s issued and outstanding securities to decline.

Negative Operating Cash Flow and Going Concern

The Company is an exploration stage company and has not yet commenced commercial production on any property and, accordingly, has not generated cash flow from operations. The Company is devoting significant resources to the exploration of its projects in British Columbia, however there can be no assurance that it will generate positive cash flow from operations in the future. The Company expects to continue to incur negative consolidated operating cash flow and losses until such time as it enters into commercial production and will not generate consolidated revenues sufficient to fund the continuing operation of the Company’s projects. The Company has had negative operating cash flows from operations to date and reported a comprehensive loss of $7,697,430 for the year ended January 31, 2021. See the Annual Financial Statements. To the extent that the Company has negative cash flow in future periods, the Company may need to deploy a portion of its cash reserves to fund such negative cash flow.

No Mineral Reserves

Currently, there are no mineral reserves (within the meaning of NI 43-101) on any of the properties in which the Company has an interest. Only those mineral deposits that the Company can economically and legally extract or produce, based on a comprehensive evaluation of cost, grade, recovery and other factors, are considered mineral reserves. The resource estimates contained in the Elk Gold Technical Report are too speculative geologically to have economic considerations applied to them that would enable them to be categorized as mineral reserves, and no assurance can be given that any particular level of recovery of gold, silver or other metals from mineralized material will in fact be realized or that an identified mineralized deposit will ever qualify as a commercially mineable mineral deposit. In particular, inferred mineral resources have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. Substantial additional work, including mine design and mining schedules, metallurgical flow sheets and process plant designs, would be required in order to determine if any economic deposits exist on the Company’s Elk Gold Project. Additional expenditures will be required to establish mineral reserves through drilling and metallurgical and other testing techniques. The costs, timing and complexities of upgrading the mineral resources to proven or probable reserves may be greater than the value of the Company’s reserves on a mineral property and may require the Company to write-off the costs capitalized for that property in its financial statements. The Company cannot provide any assurance that future feasibility studies will establish mineral reserves at its properties. The failure to establish mineral reserves could restrict the Company’s ability to successfully implement its strategies for long-term growth.

Mineral Resources are Inherently Imprecise

The mineral resource figures referred to in the Elk Gold Technical Report have been determined and valued based on assumed future prices, cut-off grades and operating costs. However, until mineral deposits are actually mined and processed, any mineral resources must be considered as estimates only. Any such estimates are expressions of judgment based on knowledge, mining experience, analysis of drilling results and industry practices. Estimates can be imprecise and depend upon geological interpretation and statistical inferences drawn from drilling and sampling analysis, which may prove to be unreliable. In addition, the grade and/or quantity of metals ultimately recovered may differ from that indicated by drilling results. There can be no assurance that metals recovered in small-scale tests will be duplicated in large-scale tests under onsite conditions or in production scale. The grade of the reported mineral resource estimates are uncertain in nature and it is

uncertain whether further technical studies will result in an upgrade to them. Further drilling on the mineralized zones is required to complement the current bulk sample and add confidence in the continuity of mineralized zones in comparison to the current block model. Any material change in the quantity of mineralization, grade or mineralization to waste ratio or extended declines in market prices for gold, silver and other metals may render portions of the Company’s mineralization uneconomic and result in reduced reported mineral resources. Any material reductions in estimates of mineralization, or of the Company’s ability to extract this mineralization, could have a material adverse effect on the Company’s results of operations or financial condition.

Operations Subject to Human Error

Despite efforts to attract and retain qualified personnel, as well as the retention of qualified consultants, to manage the Company’s interests, and even when those efforts are successful, people are fallible and human error could result in significant uninsured losses to the Company. These could include loss or forfeiture of mineral claims or other assets for non-payment of fees or taxes, significant tax liabilities in connection with any tax planning effort the Company might undertake and legal claims for errors or mistakes by the Company’s personnel.

USE OF PROCEEDS

Unless otherwise specified in a Prospectus Supplement, the net proceeds of any offering of securities under a Prospectus Supplement will be used for general corporate purposes, including funding potential future acquisitions and capital expenditures. More detailed information regarding the use of proceeds from the sale of securities will be described in the applicable Prospectus Supplement. The Company may, from time to time, issue Common Shares or other securities otherwise than through the offering of securities pursuant to this Prospectus.

All expenses relating to an offering of securities and any compensation paid to underwriters, dealers or agents, as the case may be, will be paid out of the Company’s general funds, unless otherwise stated in the applicable Prospectus Supplement.

The Company has incurred negative cash flow from operating activities for its financial year ended January 31, 2021. Accordingly, the majority or all of the net proceeds of any offering of securities under a Prospectus Supplement will be used to fund the proposed expenditures set out above or in the applicable Prospectus Supplement as well as other general working capital and administrative expenses which may cause the Company to continue to experience negative cash flow from its operating activities. See “ Risk Factors ”.

There may be circumstances where, on the basis of results obtained, the availability of corporate opportunities or for other business reasons, a reallocation or re-deployment of available funds may be necessary or prudent. Accordingly, management of the Company will have broad discretion in the application of the proceeds of an offering of securities. The actual amount that the Company spends in connection with each intended use of proceeds may vary significantly and will depend on a number of factors, including those referred to under “ Risk Factors ” and any other factors set forth in the applicable Prospectus Supplement.

PLAN OF DISTRIBUTION

Gold Mountain may sell the securities to or through underwriters or dealers, and also may sell securities to one or more other purchasers directly or through agents. Each Prospectus Supplement will set forth the terms of the offering, including the name or names of any underwriters or agents, the purchase price or prices of the securities and the proceeds to the Company from the sale of the securities. Only those underwriters, dealers or agents named in a Prospectus Supplement will be the underwriters, dealers or agents in connection with the securities offered thereby.

The securities may be sold, from time to time, in one or more transactions at a fixed price or prices which may be changed or at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices, including sales in transactions deemed to be “at-the-market distributions” as defined in NI 44-102, including sales made directly on the TSXV or other existing markets for the securities. Additionally, this Prospectus and any Prospectus Supplement may also cover the initial resale of the securities purchased pursuant thereto. The prices at which the securities may be offered may vary between purchasers and during the period of distribution. If, in connection with the offering of securities at a fixed price or prices, the underwriters have made a bona fide effort to sell all of the v at the initial offering price fixed in the applicable Prospectus Supplement, the public offering price may be decreased and thereafter further changed, from time to time, to an amount not greater than the initial public offering price fixed in such Prospectus Supplement, in which case the compensation realized by the underwriters will be decreased by the amount that the aggregate price paid by purchasers for the securities is less than the gross proceeds paid by the underwriters to the Company.

In connection with any offering of securities, other than an “at‐the‐market distribution”, the underwriters may over‐allot or effect transactions which stabilize or maintain the market price of the securities offered at a level above that which might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time. No underwriter or dealer involved in an “at-the-market distribution”, as defined in NI 44-102, no affiliate of such an underwriter or dealer

and no person or company acting jointly or in concert with such an underwriter or dealer may enter into any transaction that is intended to stabilize or maintain the market price of the securities or securities of the same class as the securities distributed under the applicable Prospectus Supplement, including selling an aggregate number or principal amount of securities that would result in the underwriter or dealer creating an over-allocation position in the securities.

Unless otherwise specified in a Prospectus Supplement, there is no market through which the Company’s warrants, subscription receipts or debt securities may be sold, and holders may not be able to resell any such securities purchased under this Prospectus or any Prospectus Supplement. Unless otherwise specified in the applicable Prospectus Supplement, the securities (excluding any Common Shares) will not be listed on any securities exchange. This may affect the pricing of such securities on the secondary market, the transparency and availability of trading prices, the liquidity of the securities, and the extent of issuer regulation. See “ Risk Factors ”.

In connection with the sale of securities, underwriters, dealers and agents may receive compensation from the Company or from purchasers of the securities from whom they may act as agents in the form of discounts, concessions or commissions. Any such commissions will be paid out of the Company’s general funds. Underwriters, dealers and agents that participate in the distribution of securities may be deemed to be underwriters and any discounts or commissions received by them from the Company and any profit on the resale of securities by them may be deemed to be underwriting discounts and commissions under applicable securities legislation.

Underwriters, dealers and agents who participate in the distribution of the securities may be entitled under agreements to be entered into with the Company to indemnification by the Company against certain liabilities, including liabilities under the Canadian securities legislation, or to contribution with respect to payments which such underwriters, dealers or agents may be required to make in respect thereof. Those underwriters, dealers and agents may be customers of, engage in transactions with, or perform services for, the Company in the ordinary course of business.

Unless otherwise specified in a Prospectus Supplement, the securities have not been, and will not be, registered under the U.S. Securities Act, or any securities or “blue sky” laws of any of the states of the United States. Accordingly, the securities may not be offered, sold or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons absent registration or pursuant to an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. In addition, until 40 days after closing of an offering of securities, an offer or sale of the securities within the United States by any dealer, whether or not participating in such offering, may violate the registration requirements of the U.S. Securities Act if such offer or sale is made otherwise than in accordance with an available exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws.

EARNINGS COVERAGE RATIOS

Earnings coverage ratios will be provided as required in the applicable Prospectus Supplement with respect to the issuance of debt securities of the Company pursuant to this Prospectus.

TAX CONSIDERATIONS

The applicable Prospectus Supplement may describe certain Canadian federal income tax and United States federal income tax consequences to an investor acquiring any securities offered thereunder. Prospective investors should consult their own tax advisors prior to deciding to purchase any of the securities.

DESCRIPTION OF SECURITIES OFFERED UNDER THIS PROSPECTUS

The Company may offer Common Shares, warrants, subscription receipts, units or debt securities with a total value of up to Cdn$50,000,000 million from time to time under this Prospectus, together with any applicable Prospectus Supplement, at prices and on terms to be determined by market conditions at the time of offering. This Prospectus provides a general description of the securities the Company may offer. Each time the Company offers securities, it will provide a Prospectus Supplement that will describe the specific amounts, prices and other important terms of the securities, including, to the extent applicable:

designation or classification;
aggregate offering price;
original issue discount, if any;
rates and times of payment of dividends or interest, if any;

rates and times of payment of interest, if any;
redemption, conversion or exchange terms, if any;
conversion or exchange prices, if any, and, if applicable, any provisions for changes to or adjustments in the conversion or exchange prices and in the securities or other property receivable upon conversion or exchange;
restrictive covenants, if any;
voting or other rights, if any; and
important Canadian federal income tax considerations.

A Prospectus Supplement may also add, update or change information contained in this Prospectus or in documents the Company has incorporated by reference. However, no Prospectus Supplement will offer a security that is not described in this Prospectus.

Description of Common Shares

The Company may offer Common Shares, which the Company may issue independently or together with warrants, subscription receipts or debt securities, and the Common Shares may be separate from or attached to such securities. All of the Company’s Common Shares have equal voting rights, and none of the Common Shares are subject to any further call or assessment. There are no special rights or restrictions of any nature attaching to any of the Common Shares and they all rank pari passu each with the other as to all benefits which might accrue to the holders of the Common Shares. The Common Shares are not convertible into shares of any other class and are not redeemable or retractable.

Description of Warrants

Warrants may be offered separately or together with other securities, as the case may be. Each series of warrants will be issued under a separate warrant indenture to be entered into between the Company and one or more banks or trust companies acting as warrant agent (a “ Warrant Indenture ”). The applicable Prospectus Supplement will include details of the terms and conditions of the warrants being offered. The warrant agent will act solely as the Company’s agent and will not assume a relationship of agency with any holders of warrant certificates or beneficial owners of warrants. The Company will file on SEDAR a copy of any Warrant Indenture after the Company has entered into it.

The following description sets forth certain general terms and provisions of warrants and is not intended to be complete. The statements made in this Prospectus relating to any Warrant Indenture and warrants to be issued thereunder are summaries of certain anticipated provisions thereof and are subject to, and are qualified in their entirety by reference to, all provisions of the applicable Warrant Indenture and the Prospectus Supplement describing such Warrant Indenture. The Company urges all investors to read the applicable Prospectus Supplement related to the particular warrants that the Company sells under this Prospectus, as well as the complete Warrant Indenture.

The particular terms of each issue of warrants will be described in the related Prospectus Supplement. This description will include, where applicable:

the designation and aggregate number of warrants;
the price at which the warrants will be offered;
the currency or currencies in which the warrants will be offered;
whether the warrants will be listed on any exchange;
the designation and terms of the Common Shares purchasable upon exercise of the warrants;
the date on which the right to exercise the warrants will commence and the date on which the right will expire;
the number of Common Shares that may be purchased upon exercise of each warrant and the price at which and currency or currencies in which the Common Shares may be purchased upon exercise of each warrant;

the designation and terms of any securities with which the warrants will be offered, if any, and the number of the warrants that will be offered with each security;
the date or dates, if any, on or after which the warrants and the related securities will be transferable separately;
whether the warrants will be subject to redemption or call and, if so, the terms of such redemption or call provisions;
material Canadian tax consequences of owning the warrants; and
any other material terms or conditions of the warrants.

Prior to the exercise of their warrants, holders of warrants will not have any of the rights of holders of Common Shares issuable upon exercise of the warrants.

The Company reserves the right to set forth in a Prospectus Supplement specific terms of the warrants that are not within the options and parameters set forth in this Prospectus. In addition, to the extent that any particular terms of the warrants described in a Prospectus Supplement differ from any of the terms described in this Prospectus, the description of such terms set forth in this Prospectus shall be deemed to have been superseded by the description of such differing terms set forth in such Prospectus Supplement with respect to such warrants.

Description of Subscription Receipts

The Company may issue subscription receipts, which will entitle holders to receive upon satisfaction of certain release conditions and for no additional consideration, Common Shares, warrants or a combination thereof. Subscription receipts will be issued pursuant to one or more subscription receipt agreements (each, a “ Subscription Receipt Agreement ”), each to be entered into between the Company and an escrow agent (the “ Escrow Agent ”), which will establish the terms and conditions of the subscription receipts. Each Escrow Agent will be a financial institution organized under the laws of Canada or a province thereof and authorized to carry on business as a trustee. The Company will file on SEDAR a copy of any Subscription Receipt Agreement after the Company has entered into it.

The following description sets forth certain general terms and provisions of subscription receipts and is not intended to be complete. The statements made in this Prospectus relating to any Subscription Receipt Agreement and subscription receipts to be issued thereunder are summaries of certain anticipated provisions thereof and are subject to, and are qualified in their entirety by reference to, all provisions of the applicable Subscription Receipt Agreement and the Prospectus Supplement describing such Subscription Receipt Agreement. The Company urges all investors to read the applicable Prospectus Supplement related to the particular subscription receipts that the Company sells under this Prospectus, as well as the complete Subscription Receipt Agreement.

The Prospectus Supplement and the Subscription Receipt Agreement for any subscription receipts the Company offers will describe the specific terms of the subscription receipts and may include, but are not limited to, any of the following:

the designation and aggregate number of subscription receipts offered;
the price at which the subscription receipts will be offered;
the currency or currencies in which the subscription receipts will be offered;
the designation, number and terms of the Common Shares, warrants or combination thereof to be received by holders of subscription receipts upon satisfaction of the release conditions, and the procedures that will result in the adjustment of those numbers;
the conditions (the “ Release Conditions ”) that must be met in order for holders of subscription receipts to receive for no additional consideration Common Shares, warrants or a combination thereof;
the procedures for the issuance and delivery of Common Shares, warrants or a combination thereof to holders of subscription receipts upon satisfaction of the Release Conditions;

whether any payments will be made to holders of subscription receipts upon delivery of the Common Shares, warrants or a combination thereof upon satisfaction of the Release Conditions (e.g., an amount equal to dividends declared on Common Shares by the Company to holders of record during the period from the date of issuance of the subscription receipts to the date of issuance of any Common Shares pursuant to the terms of the Subscription Receipt Agreement);

the terms and conditions under which the Escrow Agent will hold all or a portion of the gross proceeds from the sale of subscription receipts, together with interest and income earned thereon (collectively, the “ Escrowed Funds ”), pending satisfaction of the Release Conditions;

the terms and conditions pursuant to which the Escrow Agent will hold Common Shares, warrants or a combination thereof pending satisfaction of the Release Conditions;
the terms and conditions under which the Escrow Agent will release all or a portion of the Escrowed Funds to the Company upon satisfaction of the Release Conditions;
if the subscription receipts are sold to or through underwriters or agents, the terms and conditions under which the Escrow Agent will release a portion of the Escrowed Funds to such underwriters or agents in payment of all or a portion of their fees or commission in connection with the sale of the subscription receipts;
procedures for the refund by the Escrow Agent to holders of subscription receipts of all or a portion of the subscription price for their subscription receipts, plus any pro rata entitlement to interest earned or income generated on such amount, if the Release Conditions are not satisfied;
any contractual right of rescission to be granted to initial purchasers of subscription receipts in the event this Prospectus, the Prospectus Supplement under which subscription receipts are issued or any amendment hereto or thereto contains a misrepresentation;
any entitlement of the Company to purchase the subscription receipts in the open market by private agreement or otherwise;
whether the Company will issue the subscription receipts as global securities and, if so, the identity of the depositary for the global securities;
whether the Company will issue the subscription receipts as bearer securities, registered securities or both;
provisions as to modification, amendment or variation of the Subscription Receipt Agreement or any rights or terms attaching to the subscription receipts;
the identity of the Escrow Agent;
whether the subscription receipts will be listed on any exchange;
material Canadian federal tax consequences of owning the subscription receipts; and
any other terms of the subscription receipts.

The holders of subscription receipts will not be shareholders of the Company. Holders of subscription receipts are entitled only to receive Common Shares, warrants or a combination thereof on exchange of their subscription receipts, plus any cash payments provided for under the Subscription Receipt Agreement, if the Release Conditions are satisfied. If the Release Conditions are not satisfied, the holders of subscription receipts shall be entitled to a refund of all or a portion of the subscription price therefor and all or a portion of the pro rata share of interest earned or income generated thereon, as provided in the Subscription Receipt Agreement.

The Company reserves the right to set forth in a Prospectus Supplement specific terms of the subscription receipts that are not within the options and parameters set forth in this Prospectus. In addition, to the extent that any particular terms of the

subscription receipts described in a Prospectus Supplement differ from any of the terms described in this Prospectus, the description of such terms set forth in this Prospectus shall be deemed to have been superseded by the description of such differing terms set forth in such Prospectus Supplement with respect to such subscription receipts.

Description of Units

The Company may issue units comprised of one or more of the other securities described in this Prospectus in any combination. Each unit will be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each included security. The unit agreement, if any, under which a unit is issued may provide that the securities comprising the unit may not be held or transferred separately, at any time or at any time before a specified date.

The particular terms of each issue of units will be described in the related Prospectus Supplement. This description will include, where applicable:

the designation and aggregate number of units offered;
the price at which the units will be offered;
if other than Canadian dollars, the currency or currency unit in which the units are denominated;
the terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately;
the number of securities that may be purchased upon exercise of each unit and the price at which and currency or currency unit in which that amount of securities may be purchased upon exercise of each unit;
any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units; and
any other material terms, conditions and rights (or limitations on such rights) of the units.

The Company reserves the right to set forth in a Prospectus Supplement specific terms of the units that are not within the options and parameters set forth in this Prospectus. In addition, to the extent that any particular terms of the units described in a Prospectus Supplement differ from any of the terms described in this Prospectus, the description of such terms set forth in this Prospectus shall be deemed to have been superseded by the description of such differing terms set forth in such Prospectus Supplement with respect to such units.

Description of Debt Securities

The Company may issue debt securities that will be direct unsecured obligations of the Company. The debt securities will be senior or subordinated indebtedness of the Company as described in the relevant Prospectus Supplement. The senior debt securities will rank equal in right of payment to all other unsecured and unsubordinated indebtedness of the Company. The subordinated debt securities will be subordinated in right of payment to the prior payment in full of the senior debt securities and all other senior indebtedness of the Company.

The debt securities will be issued under one or more indentures between the Company and a financial institution to which the Trust and Loan Companies Act (Canada) applies or a financial institution organized under the laws of any province of Canada and authorized to carry on business as a trustee (each, a “ Trustee ”), as supplemented and amended from time to time (each a “ Trust Indenture ” and, collectively, the “ Trust Indentures ”). The statements made hereunder relating to any Trust Indenture and the debt securities to be issued thereunder are summaries of certain anticipated provisions thereof and do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all provisions of the applicable Trust Indenture.

Any Prospectus Supplement for debt securities will set forth the terms and other information with respect to the debt securities being offered thereby, which will include, where applicable:

the designation, aggregate principal amount and authorized denominations of such debt securities;

the currency for which the debt securities may be purchased and the currency in which the principal and any interest is payable;
the percentage of the principal amount at which such debt securities will be issued;
the date(s) on which such debt securities will mature;
the rate(s) per annum at which such debt securities will bear interest (if any), or the method of determination of such rate(s) (if any);
the dates on which such interest will be payable and the record dates for such payments;
the Trustee under the Trust Indenture pursuant to which the debt securities are to be issued;
any redemption term or terms under which such debt securities may be defeated;
whether such debt securities are to be issued in registered form, “book entry only” form, bearer form or in the form of temporary or permanent global securities and the basis of exchange, transfer and ownership thereof;
any exchange or conversion terms;
any sinking or purchase fund provisions; and
any other specific terms.

PRIOR SALES

The following table sets forth for the 12‐month period prior to the date of this Prospectus details of the price at which securities have been issued or are to be issued by the Company, the number of securities issued at that price and the date on which the securities were issued:

Date December 23, 2020 December 23, 2020 December 23, 2020 December 23, 2020 December 23, 2020 January 14, 2021 January 20, 2021 January 31, 2021 February 1, 2021 February 1, 2021 February 3, 2021 February 23, 2021 February 23, 2021 February 23, 2021 February 24, 2021 February 26, 2021 March 2, 2021 March 16, 2021 March 24, 2021 March 26, 2021 March 24, 2021 March 30, 2021 April 9, 2021 April 9, 2021 April 13, 2021 April 20,2021 April 20, 2021 April 21, 2021 April 23, 2021 April 27, 2021 April 27, 2021	Type of Security Common Shares(1) Common Shares(2) Warrants(2), (3) Warrants(4) Options(5) Options(6) Common Shares (Warrant exercise) Common Shares (RSU conversion) Common Shares (Option exercise) Common Shares (Warrant exercise) Common Shares (Warrant exercise) Common Shares Warrants(7) Warrants(8) Common Shares (Warrant exercise) Common Shares (Warrant exercise) Common Shares (Warrant exercise) Common Shares (Warrant exercise) Restricted Share Units(9) Performance Share Units(10) Bonus Shares Common Shares (Warrant exercise) Options(11) Performance Share Units(12) Common Shares (Warrant exercise) Common Shares (PSU conversion) Common Shares (Warrant exercise) Common Shares (Warrant exercise) Common Shares (Warrant exercise) Common Shares (Warrant exercise) Common Shares (Warrant exercise)	Number of Securities 33,087,545 5,185,433 2,592,716 296,624 3,098,853 972,500 70,624 38,750 100,000 8,925 55,500 10,310,000 5,155,000 270,626 5,000 14,000 5,637 36,347 170,000 405,000 230,000 1,125 310,000 1,300,000 7,325 140,000 215,888 175,250 120,890 7,500 36,082	Issue/Exercise Price
			$0.46 $0.90 $1.20(24) $0.90(24) $0.25(24) $0.90(24) $0.10 $0.90 $0.25 $0.10 $0.10 $0.97 $1.25(24) 0.97(24) $0.10 $1.20 $0.10 $0.10 N/A N/A $0.90 $0.10 $1.20(24) N/A $0.10 See note(14) $1.20 $1.20 $1.20 $1.20 $1.25

April 28, 2021	Common Shares (Warrant exercise)	1,500	$0.10
April 29, 2021	Common Shares (Warrant exercise)	33,000	$1.20
April 30, 2021	Common Shares (RSU conversion)	38,750	$2.63
April 30,2021	Common Shares (Warrant exercise)	20,000	$1.20
May 3, 3031	Common Shares (Option exercise)	56,818	$0.10
May 3, 2021	Common Shares (Warrant exercise)	16,555	$1.20
May 4, 2021	Common Shares (PSU conversion)	100,000	See note(15)
May 4, 2021	Common Shares (Warrant exercise)	23,500	$1.20
May 5, 2021	Common Shares (Warrant exercise)	14,000	$1.20
May 6, 2021	Common Shares (Warrant exercise)	83,333	$1.20
May 6, 2021	Common Shares (Warrant exercise)	15,000	$1.25
May 10, 2021	Common Shares (Warrant exercise)	63,972	$1.20
May 14, 2021	Common Shares (PSU conversion)	70,000	$2.03
May 17, 2021	Common Shares (Warrant exercise)	14,000	$1.20
May 18, 2021	Common Shares (Warrant exercise)	625	$0.10
May 25, 2021	Common Shares (Option exercise)	104,713	$0.25
May 27, 2021	Common Shares (PSU conversion)	320,500	$20.6
May 28, 2021	Common Shares (Warrant exercise)	11,111	$1.20
May 31, 2021	Restricted Share Units(13)	605,000	N/A
May 31, 2021	Options(16)	150,000	$2.21(24)
May 31, 2021	Common Shares (Warrant exercise)	4,400	$1.20
June 1, 2021	Common Shares (Warrant exercise)	44,750	$1.20
June 1, 2021	Common Shares (Warrant exercise)	51,546	$1.25
June 2, 2021	Common Shares (Warrant exercise)	92,211	$1.20
June 2, 2021	Common Shares (Option exercise)	25,000	$1.20
June 3, 2021	Common Shares (Warrant exercise)	8,300	$1.20
June 3, 3031	Common Shares (Warrant exercise)	5,155	$1.25
June 4, 2021	Common Shares (Option exercise)	100,000	$2.21
June 8, 2021	Common Shares (Warrant exercise)	8,300	$1.20
June 9, 2021	Common Shares (Warrant exercise)	25,000	$1.20
June 14, 2021	Common Shares (Warrant exercise)	25,773	$1.25
June 16, 2021	Common Shares (Warrant exercise)	212,500	$1.20
June 16, 2021	Common Shares (Warrant exercise)	51,500	$1.25
June 17, 2021	Common Shares (Warrant exercise)	10,400	$1.20
June 22, 2021	Common Shares (Warrant exercise)	52,778	$1.20
June 24, 2021	Common Shares (Flow Through)	1,326,450	$2.31
June 24, 2021	Common Shares (Non-Flow Through)	4,255,190	$2.10
June 24, 2021	Warrants(17)	2,790,820	$3.15(24)
June 24, 2021	Broker Warrants(18)	320,612	$2.10(24)
June 24, 2021	Common Shares (Warrant exercise)	36,000	$1.20
June 24, 2021	Common Shares (Warrant exercise)	50,000	$1.25
June 25, 2021	Restricted Share Units(19)	300,000	N/A
June 25, 2021	Common Shares (PSU conversion)	255,000	See note(20)
June 25, 2021	Common Shares (RSU conversion)	150,000	$2.17
June 25, 2021	Common Shares (Warrant exercise)	2,777	$1.20
June 28, 2021	Common Shares (Warrant exercise)	103,093	$1.25
July 2, 2021	Common Shares (Warrant exercise)	155,750	$1.25
July 7, 2021	Common Shares (Warrant exercise)	71,550	$1.25
July 8, 2021	Common Shares (Warrant exercise)	12,500	$1.25
July 9, 2021	Common Shares (Warrant exercise)	22,600	$1.20
July 16, 2021	Common Shares (Warrant exercise)	45,000	$1.25
July 16, 2021	Common Shares (Warrant exercise)	19,904	$0.10
July 27, 2021	Common Shares (Warrant exercise)	10,045	$1.25
July 31, 2021	Common Shares (RSU conversion)	340,000	$1.65
August 1, 2021	Options(21)	325,000	$2.00(24)
August 3, 2021	Common Shares (PSU conversion)	50,000	$1.65
August 9, 2021	Common Shares (Warrant exercise)	14,000	$1.20
August 31, 2021	Common Shares (Warrant exercise)	8,333	$1.20
September 14, 2021	Common Shares (Warrant exercise)	15,000	$1.20
September 15, 2021	Common Shares (Warrant exercise)	50,000	$1.25
September 16, 2021	Common Shares (Warrant Exercise)	103,818	$0.90
September 21, 2021	Common Shares (Warrant Exercise)	30,000	$1.25
October 1, 2021	Restricted Share Units(19)	150,000	N/A
October 1, 2021	Common Shares (RSU Conversion)	37,500	$1.81
October 5, 2021	Common Shares (Warrant Exercise)	10,309	$1.25
October 12, 2021	Common Shares (Warrant Exercise)	10,309	$1.25
October 15, 2021	Options(22)	200,000	$2.00(24)
October 21, 2021	Common Shares (Option Exercise)	22,727	$0.10
October 25, 2021	Options(23)	40,000	$1.96(24)

October 25, 2021	Performance Share Units(12)	40,000	N/A
October 31, 2021	Common Shares (RSU conversion)	227,500	$1.98
November 2, 2021	Common Shares (Warrant Exercise)	19,444	$1.20
November 3, 2021	Common Shares (Warrant Exercises)	150,000	$1.25
November 11, 2021	Common Shares (Warrant Exercises)	25,000	$0.10
November 30, 2021	Common Shares (PSU conversion)	110,000	See note 25
December 7, 2021	Common Shares (Warrant Exercises)	27,778	$1.20

Notes:

(1) Issued in connection with the Company’s reverse take-over (the “ RTO ”) by Bayshore Minerals Inc. (“ Bayshore ”) to former shareholders and special warrant holders of Bayshore

(2) Issued upon conversion of subscription receipts issued by Bayshore in connection with a concurrent financing in connection with the RTO

(3) Common Share purchase warrants each exercisable to acquire one Common Share until December 23, 2023

(4) Agent’s Common Share purchase warrants issued in connection with the RTO each exercisable to acquire one Common Share until December 23, 2022

(5) Options issued in connection with the RTO to holders of options to purchase common shares in Bayshore

(6) Options to purchase one Common Share until January 14, 2026

(7) Common Share purchase warrants each exercisable to acquire one Common Share until February 23, 2024.

(8) Agent’s Common Share purchase warrants issued as compensation each exercisable to acquire one Common Share until February 23, 2024

(9) Restricted Share Units convert into Common Shares 25% per quarter beginning January 31, 2021

(10) Performance Share Units are convertible into Common Shares upon the achievement of certain corporate milestones

(11) Options to purchase one Common Share until April 9, 2026

(12) Performance Share Units are convertible into Common Shares upon the achievement of certain corporate milestones

(13) Restricted Share Units convert into Common Shares 25% per quarter beginning July 31, 2021

(14) 15,000 vested on January 19 at a deemed conversion price of $0.87, 100,000 vested on February 23 at a deemed issue price of $1.16 and 25,000 vested on April 15, 2021.

(15) 50,000 vested on April 29, 2021 at a deemed conversion price of $2.23 and 50,000 vested on May 4[th] at a deemed issue price of $2.62.

(16) Options to purchase one Common Share until May 31, 2023

(17) Common Share purchase warrants each exercisable to acquire one Common Share until June 24, 2023

(18) Agent’s Common Share purchase warrants issued as compensation each exercisable to acquire one Common Share until June 24, 2023

(19) Restricted Share Units convert into Common Shares 50% on grant and 50% on July 31, 2021

(20) 50,000 vested on June 9, 2021 at a deemed price of $2.45, 105,000 vested on June 23,2021 at a deemed price of $2.03 and 100,000 vested on June 24, 2021 at a deemed price of $2.14.

(21) Options to purchase one common share until August 1, 2023. 100,000 vested 100% on grant, 75,000 vest on October 31, 2021, 75,000 vest on January 31, 2022 and 75,000 vest on April 30,2022.

(22) Options to purchase one common share until October 15, 2023. 50,000 vested on grant, 50,000 vest on October 31, 2021, 50,000 vest on January 31, 2022 and 50,000 vest on April 30,2022.

(23) Options to purchase one common share until October 25, 2026. 10,000 vested on grant, 10,000 vest on October 31, 2021, 10,000 vest on January 31, 2022 and 10,000 vest on April 30,2022.

(24) Exercise price

(25) 60,000 vested on November 22, 2021 at a deemed price of $1.83 and 50,000 vested on November 30, 2021 at a deemed price of $1.58

TRADING PRICE AND VOLUME

The Company’s Common Shares are listed on the TSX under the symbol “GMTN”, on the Börse Frankfurt under the symbol “5XFA”, and are posted for trading on the OTCQB market in the United States under the symbol “GMTNF”. The Company’s primary exchange is the TSX and the vast majority of its trading volume occurs on the TSX and OTCQB, with minimal trading volume occurring on the Börse Frankfurt. The Company trades in CDN$ on the TSX, in US$ on the OTCQB and in Euros on the Börse Frankfurt. The following table sets forth the price ranges and average daily trading volume of the Common Shares, on a monthly basis, on the TSX (the Company’s shares began trading on the TSX on November 23, 2021, prior to then its shares traded on the TSX Venture Exchange) for the 12‐month period prior to the date of this Prospectus:

this Prospectus:
	High	Low
Month	($)	($)	Volume
December 31, 2020(1)(2)	$0.98	$0.85	70,862
January 2021	$1.38	$0.76	5,162,559
February 2021	$1.63	$1.09	3,100,488
March 2021	$1.40	$1.14	2,201,286
April 2021	$2.64	$1.30	5,534,566
May 2021	$2.60	$2.01	4,076,023
June 2021	$3.12	$2.01	9,961,934
July, 2021	$2.17	$1.30	6,261,305

	High	Low
Month	($)	($)	Volume
August, 2021	$1.85	$1.38	3,461,125
September 2021	$2.00	$1.40	4,774,968
October 2021	$2.06	$1.69	4,902,789
November 2021(3)	$2.25	$1.67	7,112,463
December 1 – 7, 2021	$1.65	$1.37	1,250,982

Notes:

On August 5[th] , 2020 trading in the Common Shares were halted following the announcement of the RTO.
The Common Shares commenced trading on the TSXV on December 31, 2020 following closing of the RTO.
The Common Shares commenced trading on the TSX on November 23, 2021.

DIVIDEND POLICY

Gold Mountain has not declared or paid any dividends on its Common Shares since the date of incorporation. The Company’s current dividend or distribution policy is to retain any earnings and other cash resources for the operation and development of the Company’s business. Any decision to pay dividends on Common Shares in the future will be made by the board of directors of the Company on the basis of the earnings, financial requirements and other conditions existing at such time.

CONSOLIDATED CAPITALIZATION

The applicable Prospectus Supplement will describe any material change, and the effect of such material change, on the share and loan capitalization of the Company that will result from the issuance of securities pursuant to such Prospectus Supplement.

There has not been any material change in the share and loan capital of the Company, on a consolidated basis, since July 31, 2021, being the date of the Company’s financial statements most recently filed in accordance with National Instrument 51‐102 – Continuous Disclosure Obligations , except as described under “Prior Sales”.

DESCRIPTION OF SHARE CAPITAL

Authorized Capital

The Company’s authorized capital consists of an unlimited number of Common Shares and an unlimited number of preferred shares without par value.

Common Shares

All rights and restrictions in respect of the Common Shares of the Company are set out in the Company’s articles and the BCBCA and its regulations. The Common Shares have no pre-emptive, redemption, purchase or conversion rights. Neither the BCBCA nor the constating documents of the Company impose restrictions on the transfer of Common Shares on the register of the Company, provided that the Company receives the certificate representing the Common Shares to be transferred together with a duly endorsed instrument of transfer and payment of any fees and taxes which may be prescribed by the Board of Directors from time to time. There are no sinking fund provisions in relation to the Common Shares and they are not liable to further calls or assessment by the Company. The BCBCA and the Company’s articles provides that the rights and restrictions attached to any class of shares may not be modified, amended or varied unless consented to by special resolution passed by a majority of not less than two-thirds of the votes cast in person or by proxy by holders of shares of that class. The holders of Common Shares are entitled, subject to the rights, privileges, restrictions and conditions attached to any preferred share, to dividends if, as and when declared by the directors, to one vote per share at meetings of the holders of Common Shares and, subject to the rights, privileges, restrictions and conditions attached to any preferred share, upon liquidation, to receive such assets of Gold Mountain as are distributable to the holders of the Common Shares. As of the date of this prospectus there are 69,982,150 Common Shares outstanding.

Preferred Shares

The holders of the Company’s Preferred Shares are not entitled to receive notice of and not entitled to vote at all meetings of the shareholders of the Company. The Board of Directors have broad discretion to create a number of different series of Preferred Shares. They may attach special rights or restrictions to the Preferred Shares of any such series, including, the rate

or amount of dividends (whether cumulative, non-cumulative or partially cumulative), the dates and places of payment thereof, the consideration for, and the terms and conditions of, any purchase for cancellation or redemption thereof (including redemption after a fixed term or at premium), conversion or exchange rights, the terms and conditions of any share purchase plan or sinking fund, restrictions respecting payment of dividends on, or the repayment of capital in respect of, any other shares of the Company and voting rights and restrictions; or alter any such special rights or restrictions. The Board of Directors of the Company may at any time declare and authorize the payment of such dividends exclusively to the registered holders of the Preferred Shares without declaring any corresponding dividends to the holders of Common Shares. In the event of the liquidation, dissolution or winding up of the Company or other distribution of the assets of the Company among its members for the purpose of winding up the affairs of the Company, whether voluntary or involuntary, the registered holders of the Preferred Shares shall be entitled to receive the amount paid up with respect to each Preferred Share together with the fixed premium (if any) thereon, all accrued and unpaid cumulative dividends (if any and if preferential) thereon, which for such purpose shall be calculated as if such dividends were accruing on a day-to-day basis up to the date of such distribution, whether or not earned or declared, and all declared and unpaid non-cumulative dividends (if any and if preferential) thereon. After payment to the registered holders of the Preferred Shares of the amount payable to them as provided for above, they shall not, as such, be entitled to share in any further distribution of the property or assets of the Company. The Preferred Shares do not carry any pre-emptive, subscription, redemption or conversion rights, nor do they contain any sinking or purchase fund provisions or provisions permitting or restricting the issuance of additional securities. All Preferred Shares are issued as fully-paid and non-assessable. There are no Preferred Shares issued at this time.

Stock Options

As of the date of this Prospectus, there were options outstanding to purchase 4,937,095 Common Shares of the Company at exercise prices ranging from Cdn$0.10 to Cdn$2.21, with expiry dates ranging from May 31, 2023 to October 25[th] , 2026.

Warrants

As of the date of this Prospectus, there were warrants outstanding to purchase 9,056,123 Common Shares of the Company at exercise prices ranging from Cdn$0.90 to Cdn$3.15, with expiry dates ranging from December 23, 2022 to February 23, 2024.

Restricted Share Units

As of the date of this Prospectus, there were 392,500 restricted share units of the Company issued and outstanding.

Restricted Share Units convert a predetermined dates and entitle the holder thereof to receive one Common Share or the equivalent cash value as determined at the sole discretion of the Company’s Compensation Committee.

Performance Share Units

As of the date of this Prospectus, there were 770,000 performance share units of the Company issued and outstanding.

Each Performance Share Units convert to one Common Share upon the achievement of certain predetermined milestones.

DENOMINATIONS, REGISTRATION AND TRANSFER

The securities will be issued in fully registered form without coupons attached in either global or definitive form and in denominations and integral multiples as set out in the applicable Prospectus Supplement (unless otherwise provided with respect to a particular series of debt securities pursuant to the provisions of the applicable indenture). Other than in the case of book‐entry only securities, securities may be presented for registration of transfer (with the form of transfer endorsed thereon duly executed) in the city specified for such purpose at the office of the registrar or transfer agent designated by the Company for such purpose with respect to any issue of securities referred to in the Prospectus Supplement. No service charge will be made for any transfer, conversion or exchange of the securities, but we may require payment of a sum to cover any transfer tax or other governmental charge payable in connection therewith. Such transfer, conversion or exchange will be affected upon such registrar or transfer agent being satisfied with the documents of title and the identity of the person making the request. If a Prospectus Supplement refers to any registrar or transfer agent designated by the Company with respect to any issue of securities, we may at any time rescind the designation of any such registrar or transfer agent and appoint another in its place or approve any change in the location through which such registrar or transfer agent acts.

In the case of book‐entry only securities, a global certificate or certificates representing the securities will be held by a designated depository for its participants. The securities must be purchased or transferred through such participants, which includes securities brokers and dealers, banks and trust companies. The depository will establish and maintain book‐entry accounts for its participants acting on behalf of holders of the securities.

The interests of such holders of securities will be represented by entries in the records maintained by the participants. Holders of securities issued in book‐entry only form will not be entitled to receive a certificate or other instrument evidencing their ownership thereof, except in limited circumstances. Each holder will receive a customer confirmation of purchase from the participants from which the securities are purchased in accordance with the practices and procedures of that participant.

CERTAIN INCOME TAX CONSIDERATIONS

Owning or holding any of the Company’s securities may subject holders to tax consequences in Canada and elsewhere.

Although the applicable Prospectus Supplement may describe certain Canadian federal income tax consequences of the acquisition, ownership and disposition of any securities offered under this Prospectus by an initial investor, the Prospectus Supplement may not describe these tax consequences fully. Each investor should consult their own tax advisor with respect to such investor’s particular circumstances.

AUDITORS, TRANSFER AGENT AND REGISTRAR

The Company’s auditors are PricewaterhouseCoopers LLP, Chartered Professional Accountants (“ PwC ”), of Suite 1400, 250 Howe Street, Vancouver, British Columbia, V6C 3S7. PwC, as auditors of the Company, report that they are independent with respect to the Company within the meaning of the Chartered Professional Accountants of British Columbia Code of Professional Conduct.

The registrar and transfer agent for the Company’s Common Shares is Computershare Trust Company of Canada at its principal office in Vancouver, British Columbia.

ENFORCEMENT OF JUDGMENTS AGAINST FOREIGN PERSONS OR COMPANIES

ADDITIONAL INFORMATION

Any public document that the Company has filed with the Canadian securities regulatory authorities is available online at www.sedar.com.

INTERESTS OF EXPERTS

Information of a scientific or technical nature with respect to the Elk Gold Project contained in this short form base shelf prospectus (including the documents incorporated by reference) is based on the Elk Gold Technical Report was prepared on behalf of Gold Mountain by Robert G. Wilson, P.Geo, Greg Mosher, P.Geo, Antonio Loschiavo, P.Eng., and Andre De Ruijter, P. Eng, each an independent “Qualified Person”, as defined in NI 43-101 (collectively the “ Qualified Persons ”).

To the best of the Company’s knowledge, after reasonable inquiry, as of the date hereof, the Qualified Persons do not beneficially own, directly or indirectly, any Common Shares.

PwC, the Company’s independent auditors, audited the Company’s financial statements for the year ended January 31, 2021. PwC reports that they are independent with respect to the Company within the meaning of the Chartered Professional Accountants of British Columbia Code of Professional Conduct.

PURCHASERS’ STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

Securities legislation in certain of the provinces of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may only be exercised within two business days after receipt or deemed receipt of a Prospectus, the accompanying Prospectus Supplement relating to securities purchased by a purchaser and any amendment thereto. In several of the provinces, the securities legislation further provides a purchaser with remedies for rescission or damages if the Prospectus, the accompanying Prospectus Supplement relating to securities purchased by a purchaser and any amendment thereto contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province for the particulars of these rights or consult with a legal adviser.

Original purchasers of warrants (if offered separately), debt securities and subscription receipts, other than original purchasers who acquire warrants, subscription receipts or debt securities in the United States, will have a contractual right of rescission against the Company in respect of the conversion, exchange or exercise of such warrant, debt security and subscription receipt, as the case may be. The contractual right of rescission will entitle such original purchasers to receive, in addition to the amount paid on original purchase of the warrant, subscription receipt or debt security, as the case may be, the amount paid upon conversion, exchange or exercise upon surrender of the underlying securities gained thereby, in the event that this Prospectus (as supplemented or amended) contains a misrepresentation, provided that: (i) the conversion, exchange or exercise takes place within 180 days of the date of the purchase of the convertible, exchangeable or exercisable security under this Prospectus; and (ii) the right of rescission is exercised within 180 days of the date of purchase of the convertible, exchangeable or exercisable security under this Prospectus.

In an offering of convertible, exchangeable or exercisable securities, investors are cautioned that the statutory right of action for damages for a misrepresentation contained in the Prospectus is limited, in certain provincial and territorial securities legislation, to the price at which the convertible, exchangeable or exercisable security is offered to the public under the Prospectus offering. This means that, under the securities legislation of certain provinces and territories, if the purchaser pays additional amounts upon conversion, exchange or exercise of the security, those amounts may not be recoverable under the statutory right of action for damages that applies in those provinces and territories. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for the particulars of this right of action for damages or consult with a legal advisor.

At-the-Market Distributions

Securities legislation in some provinces of Canada provides purchasers of securities with the right to withdraw from an agreement to purchase securities and with remedies for rescission or, in some jurisdictions, revisions of the price, or damages if the prospectus, prospectus supplement, and any amendment relating to securities purchased by a purchaser are not sent or delivered to the purchaser. However, purchasers of securitiesdistributed under an “at-the-market distribution” under this Prospectus by the Company do not have the right to withdraw from an agreement to purchase the securitiesand do not have remedies of rescission or, in some jurisdictions, revisions of the price, or damages for non-delivery of this Prospectus, the applicable Prospectus Supplement, and any amendment relating to any securities purchased thereunder by such purchaser because this Prospectus, such Prospectus Supplement, and any amendment relating to the securities purchased thereunder by such purchaser will not be sent or delivered, as permitted under Part 9 of NI 44-102.

Securities legislation in some provinces and territories of Canada further provides purchasers with remedies for rescission or, in some jurisdictions, revisions of the price or damages if the prospectus, prospectus supplement, and any amendment relating to securities purchased by a purchaser contains a misrepresentation. Those remedies must be exercised by the purchaser within the time limit prescribed by securities legislation. Any remedies under securities legislation that a purchaser of securitiesdistributed under an “at-the-market distribution” under this Prospectus by the Company may have against the Company or its agents for rescission or, in some jurisdictions, revisions of the price, or damages if this Prospectus, the applicable Prospectus Supplement, and any amendment relating to securitiespurchased thereunder by a purchaser contain a misrepresentation will remain unaffected by the non-delivery of this Prospectus referred to above.

A purchaser should refer to applicable securities legislation for the particulars of these rights and should consult a legal adviser.

A purchaser’s rights and remedies under applicable securities legislation against the dealer underwriting or acting as an agent for the Company in an “at-the-market” distribution will not be affected by that dealer’s decision to affect the distribution directly or through a selling agent.

CERTIFICATE OF GOLD MOUNTAIN MINING CORP.

Dated: December 8[th] , 2021

This short form prospectus, together with the documents incorporated herein by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this prospectus as required by the securities legislation of each of the provinces of British Columbia, Alberta, Ontario, Saskatchewan, Manitoba, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, and the territories of Northwest Territories, Yukon and Nunavut.

(Signed) Kevin Smith Chief Executive Officer

(Signed) Braydon Hobbs Chief Financial Officer

ON BEHALF OF THE BOARD OF DIRECTORS

(Signed) Howard Jones (Signed) Blake Steele Director Director

CERTIFICATE OF PROMOTERS

Dated: December 8[th] , 2021

(Signed) Ronald Woo Promoter

(Signed) Grant Carlson Promoter

(Signed) Kevin Smith Promoter

AI assistant

Gold Mountain Mining Corp. — Capital/Financing Update 2021

47810_rns_2021-12-09_1d301657-05d7-487e-9867-9c2ca348c4ec.PDF

SHORT FORM BASE SHELF PROSPECTUS