Ibero Mining Corp. — Regulatory Filings 2021

Apr 16, 2021

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FORM 2B LISTING APPLICATION

GOLDPLAY MINING INC.

(“ Goldplay ”)

Application for Listing of the Common Shares of Goldplay on the TSX Venture Exchange

April 13 , 2021

No securities regulatory authority or the TSX Venture Exchange has expressed an opinion about the securities which are the subject of this application

Goldplay Mining Inc. Listing Application – April 13, 2021

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TABLE OF CONTENTS
Item 2: Glossary	3
Item 3: Summary	5
Item 4: Corporate Structure	7
Item 5: Description of the Business	7
Item 6: Financings, Available Funds and Principal Purposes	21
Item 7: Dividends and Other Distributions	24
Item 8: Management’s Discussion and Analysis	24
Item 9: Disclosure of Outstanding Security Data on Fully Diluted Basis	24
Item 10: Description of Securities to be Listed	25
Item 11: Consolidated Capitalization	25
Item 12: Stock Option Plan	26
Item 13: Prior Sales	28
Item 14: Escrowed Securities and Securities Subject to Restriction on Transfer	30
Item 15: Principal Securityholders	31
Item 16: Directors and Executive Officers	32
Item 17: Executive Compensation	37
Item 18: Indebtedness of Directors and Executive Officers	40
Item 19: Audit Committees and Corporate Governance	40
Item 20: Agent, Sponsor or Advisor	43
Item 21: Risk Factors	44
Item 22: Promoters	49
Item 23: Legal Proceedings and Regulatory Actions	49
Item 24: Interests of Management and Others in Material Transactions	50
Item 25: Investor Relations Arrangements	50
Item 26: Auditors, Transfer Agents and Registrars	50
Item 27: Material Contracts	50
Item 28: Experts	50
Item 29: Other Material Facts	50
Item 30: Additional Information – Mining or Oil and Gas Applicants	51
Item 31: Exemptions	51
Item 32: Financial Statement Disclosure for Issuers	51
Item 33: Significant Acquisitions	51
Item 34: Certificates	52
SCHEDULES:
Schedule “A” Audit Committee Charter	A-1
Schedule “B” Environmental Policy	B-1

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Item 2: Glossary

In this Listing Application, the following capitalized words and terms shall have the following meanings:

Audit Committee The audit committee of Goldplay. BCBCA The Business Corporations Act , S.B.C. 2002, c. 57, as amended. Board The duly appointed board of directors of Goldplay. CEO Chief Executive Officer CFO Chief Financial Officer Goldplay or the Company Goldplay Mining Inc., a company incorporated pursuant to the laws of British Columbia Goldplay Financing A private placement of units completed by Goldplay on March 23, 2021 raising aggregate gross proceeds of $885,602, in order to allow Goldplay to satisfy the initial listing requirements of the TSXV. Goldplay Options or Options The share purchase options issued pursuant to the Option Plan. Goldplay Shareholder A holder of Goldplay Shares. Goldplay Shares or Shares The common shares without par value which Goldplay is authorized to issue as the same are constituted on the date hereof. Goldplay Warrants or Warrants The common share purchase warrants issued by Goldplay. Listing Application This listing application. NI 43-101 National Instrument 43-101 – Standards of Disclosure for Mineral Projects . Option Plan The rolling 10% stock option plan adopted by the Board on December 5, 2019. Person or person Is and includes an individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, trustee, executor, administrator or other legal representative and the Crown or any agency or instrumentality thereof. Scottie West Property The mineral exploration property of located in the Skeena Mining Division, British Columbia known as the Scottie West Project. Securities Legislation The securities legislation of the provinces and territories of Canada, the U.S. Exchange Act and the U.S. Securities Act, each as now enacted or as amended, and the applicable rules, regulations, rulings, orders, instruments and forms made or promulgated under such statutes, as well as the rules, regulations, by-laws and policies of the TSXV. SEDAR System for Electronic Document Analysis and Retrieval at www.sedar.com. Subsidiary Is, with respect to a specified body corporate, any body corporate of which more than 50% of the outstanding shares ordinarily entitled to elect a majority of the board of directors thereof (whether or not shares of any other class or classes shall or might be entitled to vote upon the happening of any event or contingency) are at the time owned directly or indirectly by such specified body corporate and shall include any body corporate, partnership, joint venture or other entity over which such specified body corporate exercises direction or control or which is in a like relation to a subsidiary.

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Tax Act

The Income Tax Act (Canada) and the regulations made thereunder, as promulgated or amended from time to time.

Technical Report

TSXV

The NI 43-101 technical report dated January 18, 2021, prepared by Jean Pautler, P. Geo. Of JP Exploration Services Inc., titled “NI 43-101 Technical Report on the Scottie West Project, Stewart Area, British Columbia”.

TSX Venture Exchange Inc.

Documents Incorporated by Reference

The following documents filed under Goldplay’s profile on SEDAR, found at www.sedar.com, are incorporated by reference in and form an integral part of this Listing Application:

1. the annual audited financial statements of Goldplay for the financial years ended December 31, 2019 and 2020, together with the auditors reports and notes thereto (collectively, the “ Financial Statements ”);

2. the management discussion and analysis of Goldplay for the financial years ended December 31, 2019 and 2020 (collectively, the “ MD&As ”); and

3. the information circular for the annual and special general meeting of Goldplay Shareholders dated December 18, 2020 (the “ Goldplay Information Circular ”).

Special Note Regarding Forward-Looking Information

This Listing Application contains forward-looking statements. All statements other than statements of historical fact contained in this Listing Application are forward-looking statements, including but not limited to, statements regarding perceived merit of properties; budgets; work programs; use of available funds; operational information; future exploration and development plans and anticipated future production and resources. Forward looking statements in this Listing Application include, but are not limited to, those relating to the listing of the Goldplay Shares on the TSXV, the economics and feasibility of Goldplay’s projects, exploration and development plans, and the financial capacity and availability of capital and other statements that are not historical facts. These statements are based upon certain material factors, assumptions and analyses that were applied in drawing a conclusion or making a forecast or projection, including Goldplay’s management’s experience and perceptions of historical trends, current conditions and expected future developments, as well as other factors that are believed to be reasonable in the circumstances. Forward-looking statements are provided for the purpose of presenting information about management’s current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. These statements may include, without limitation, statements regarding the operations, business, financial condition, expected financial results, performance, prospects, opportunities, priorities, targets, goals, ongoing objectives, strategies and outlook. Forward-looking statements include statements that are predictive in nature, depend upon or refer to future events or conditions, or include words such as “expects”, “anticipates”, “plans”, “believes”, “estimates”, “intends”, “targets”, “projects”, “forecasts”, “seeks”, “likely” or negative versions thereof and other similar expressions, or future or conditional verbs such as “may”, “will”, “should”, “would” and “could”.

By its nature, this information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. A variety of material factors, many of which are beyond Goldplay’s control, could affect operations, business, financial condition, performance and results of Goldplay that may be expressed or implied by such forward-looking statements and could cause actual results to differ materially from current expectations of estimated or anticipated events or results. These factors include, but are not limited to the following: (i) general economic, industry and market segment conditions; (ii) changes in applicable environmental, taxation and other laws and regulations, as well as how such laws and regulations are interpreted and enforced; (iii) changes in operating risks, including fluctuations in commodity prices, and pricing environments; (iv) increased competition; (v) stock market volatility; (vi) ability to maintain current and obtain additional financing; (vii) industry consolidation; (viii) the execution of strategic growth plans; (ix) the outcome of legal proceedings; (x) the ability of Goldplay to continue to develop and grow; (xi) geopolitical risks; (xii) relationships with, and claims by, local communities and indigenous groups and (xiii) management’s success in anticipating and managing the foregoing factors, as well as the risks described under the heading “ Risk Factors ” in this Listing Application and in the documents incorporated by reference. In making these statements, Goldplay has made assumptions with respect to expected cash provided by continuing operations, future capital expenditures, including the amount and nature thereof, trends and developments in the mining industry,

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business strategy and outlook, expansion and growth of business and operations, accounting policies, credit risks, anticipated acquisitions, opportunities available to or pursued by Goldplay, and other matters.

The reader is cautioned that the foregoing list of factors is not exhaustive of the factors that may affect forward-looking statements. The reader is also cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking statements. Although the forward-looking statements contained in this Listing Application are based upon what management of Goldplay currently believes to be reasonable assumptions, actual results, performance or achievements could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits will be derived therefrom. These forward-looking statements are made as of the date of this Listing Application and, other than as specifically required by law, Goldplay does not assume any obligation to update or revise any forward-looking statement to reflect events or circumstances after the date on which such statement is made, or to reflect the occurrence of unanticipated events, whether as a result of new information, future events or results, or otherwise.

Item 3: Summary

The following is a summary of the listing of securities of Goldplay and should be read together with the more detailed information and financial data and statements contained elsewhere in this Listing Application. This Summary is qualified in its entirety by the more detailed information appearing or referred to elsewhere herein. Unless otherwise indicated, all currency amounts are stated in Canadian dollars. Capitalized terms used in this Summary are defined in the Glossary of Terms.

The Principal Business of Goldplay

Goldplay intends to operate as a gold, silver and copper-gold exploration and development company and will continue to advance the Scottie West Property and seek other mining assets. Goldplay signed a definitive option agreement dated November 20, 2020 (the “ Option Agreement ”) with Roughrider Exploration Limited, TSXV: REL (“ Roughrider ”) to acquire a 70% interest in the Scottie West Property located in Northwestern British Columbia. The Scottie West Property covers a total of 6,358.8 hectares and is located approximately 30 kilometers northwest of Stewart, B.C. and is immediately west of the Scottie Gold Mine Property. See “ Description of the Business – Mineral Property ” in this Listing Application for further details regarding the Scottie West Property.

Securities to be Listed

As of the date of this Listing Application, Goldplay has a total of 38,870,543 Goldplay Shares outstanding. See “ Description of Securities to be Listed ” below.

Funds Available and Use of Proceeds

As of the date of this Listing Application, Goldplay has funds available as working capital in the approximate amount of $2,350,000.

Goldplay intends to use the funds available for the following purposes:

	Amount
Offering and transaction expenses(1)	$120,000
Phase 1 exploration program(2)	$425,000
Estimated general and administrative costs for the 12- month period subsequent to the completion of the Goldplay Financing	$375,000
Unallocated working capital	$100,000
Total Capital Required	$1,020,000
Existing Working Capital	$523,606
Warrants Exercise(3)	$940,792

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	Amount
Goldplay Financing	$885,602
Total Capital Available:	$2,350,000
Total Surplus Unallocated Capital	$1,330,000

• (1) Offering and transaction expenses consist of finder’s fees, legal fees, TSXV listing fees, transfer agent fees and other miscellaneous costs. Includes a cash finder’s fee of $32,502 paid to qualified finders on a portion of the Goldplay Financing, equal to 6% of funds raised by the finders. See “ Financings, Available Funds and Principal Purposes - Financings ” for details of the Goldplay Financing .

• (2) See “ Description of the Business – Mineral Property – Exploration, Development and Production – Recommendations ” for further details.

• (3) Goldplay raised a total of $940,792 from the exercise of Goldplay Warrants on March 23 and March 24, 2021, which were issued pursuant to prior financings of Goldplay.

Risk Factors

There are risks associated with the businesses of Goldplay, including but not limited to: (i) the need for additional capital by Goldplay through financings and the risk that such funds may not be raised; (ii) the speculative nature of exploration and the stage of the property or assets of Goldplay; (iii) the effect of changes in commodity prices; (iv) regulatory risks that development will not be acceptable for social, environmental or other reasons; (v) reliance on management; (vi) the potential for conflicts of interest; and (vii) other risks associated with Goldplay as described in “ Risk Factors ” of this Listing Application.

Financial Information

Selected Goldplay Financial Information

The following sets out selected audited consolidated financial information in respect of Goldplay as of December 31, 2020 and should be read in conjunction with the more complete information provided in the Financial Statements filed on SEDAR under Goldplay’s profile and incorporated by reference herein:

	December 31, 2020 ($)
Current assets	759,908
Mineral property interests	50,000
Total Assets	809,908
Total liabilities	126,163
Goldplay Shareholders’ equity	683,745
Total Liabilities and Shareholder’s Equity	809,908

	Incorporation/Formation (June 16, 2017) to December 31, 2020 ($)
Net Loss	(572,099)
Comprehensive Loss	(572,099)
Loss per Share (basic and diluted)	(0.12)

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Item 4: Corporate Structure

Name, Address and Incorporation

On July 28, 2017, Anacott Resources Corp. (“ Anacott ”), Goldplay, Silverstone Resources Corp. (now FireFox Gold Corp.), Buckingham Copper Corp., Stowe One Investments Corp., 2583262 Ontario Inc., Chackmore Unit Trust and Akeley Unit Trust completed a plan of arrangement announced by Anacott in its July 27, 2017 news release (the “ Plan of Arrangement ”).

As a result of completing the Plan of Arrangement, Goldplay, Silverstone Resources Corp., Buckingham Copper Corp., Stowe One Investments Corp., 2583262 Ontario Inc., Chackmore Unit Trust and Akeley Unit Trust are now each separate reporting issuers. Anacott retained no interest in any of the aforementioned entities following the Plan of Arrangement, but has since acquired modest ownership positions in some of the entities.

Goldplay (incorporated as Lillingstone Metals Inc.) was incorporated under the BCBCA on June 16, 2017. Goldplay was initially a wholly owned subsidiary of Anacott until the Plan of Arrangement was completed on July 28, 2017 under which Goldplay Shares were distributed to the shareholders of Anacott on a pro-rata basis. Goldplay’s name change from Lillingstone Metals Inc. to Industria Metals Inc. was effective on July 6, 2018 and its further name change from Industria Metals Inc. to the current name, Goldplay Mining Inc., was effective on November 30, 2020.

Other than as set out herein, no other material amendments have been made to Goldplay’s articles or other constating documents since its incorporation.

Goldplay’s head and principal business address are all located at 650 - 1021 West Hastings Street, Vancouver, British Columbia, V6E 0C3, Canada. Goldplay’s registered office address is located at 650 - 1021 West Hastings Street, Vancouver, British Columbia, V6E 0C3, Canada.

As at the date of this Listing Application, Goldplay does not have any of its securities listed or quoted on any stock exchange. Prior to this Listing Application Goldplay has raised financing through a number of private placements outlined in the heading “ Financings, Available Funds and Principal Purposes - Financings ” below. Goldplay is currently a reporting issuer in Alberta and British Columbia.

Intercorporate Relationships

Goldplay currently has no subsidiaries.

Item 5: Description of the Business

Goldplay is a Canadian junior exploration company focused on exploring and acquiring mineral properties. Goldplay entered into the Option Agreement with Roughrider on November 20, 2020 to acquire a 70% interest in the Scottie West Property located in the “Golden Triangle” in Northwestern British Columbia. Goldplay will continue to advance the Scottie West property in order to earn its 70% interest in the property and will also seek other mining assets. See “ Description of the Business – Mineral Property ” below for further details regarding the Scottie West Property.

General Development of the Business

Two-Year History

Goldplay’s primary business activity since incorporation has been to acquire significant interests in mining assets such as the Scottie West Property in order to build shareholder value and with a view to obtaining a listing on the TSXV. Goldplay has undertaken the following steps since its incorporation to develop its business: (1) recruited directors and officers with the skills required to operate a junior public mineral exploration company; (2) identified and acquired an interest in a mineral property with sufficient merit to warrant exploration; and (3) raised sufficient financing to acquire the Scottie West Property and complete an initial exploration program and to make an application for listing on the TSXV.

Goldplay did not have any material developments from January 2019 until September 2020. During this time Goldplay was searching for the right assets.

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Scottie West Property Option Agreement

On November 20, 2020, Goldplay signed the Option Agreement with Roughrider to acquire a 70% interest in the Scottie West Property. This transaction constitutes an asset acquisition based on IFRS rules.

The mineral claims cover favorable geology, as mapped by the British Columbia Geological Survey (“ BCGS ”), including Jurassic Hazelton volcanic rocks, Jurassic Texas Creek Intrusions and Eocene aged intrusions that are also host to numerous mineral occurrences and past producing mines throughout the Stewart Camp, including Ascot Resources Premier Mine and Scottie Resources Scottie Gold Mine. Goldplay cautions readers that proximity to and similar geology to current and former mines are not necessarily indicative of mineral occurrences on the property, but were part of the criteria used to assess the property as a worthwhile acquisition. Additional exploration work is required to determine the mineral potential of the property. Goldplay commissioned the Technical Report on the Scottie West Property considering the Company’s planned listing application on the TSXV.

Pursuant to terms of the Option Agreement, Goldplay may earn a 70% interest in the property by completing the following:

Date	Cash	Goldplay Shares to be issued to Roughrider	Work commitment
Within five business days following execution of the Option Agreement	$25,000 (paid)	Equivalent of $25,000 (issued)	none
Year 1	$25,000	Equivalent of$50,000	$200,000
Year 2	$50,000	Equivalent of$75,000	$100,000
Year3	$150,000	Equivalent of$150,000	$300,000
Year 4	$250,000	Equivalent of$200,000	$400,000
Total	$500,000	Equivalent of $500,000	$1,000,000

The Goldplay Shares to be issued to Roughrider will be based on the volume-weighted average price of the Goldplay Shares on the TSXV for a total of 10 consecutive trading days prior to issuance.

Upon the exercise of the option, Goldplay will obtain a 70% interest in the Scottie West Property and Goldplay and Roughrider will form a joint venture to develop the Scottie West Property pursuant to the terms of a joint venture agreement to be negotiated between the parties. During the term of the Option Agreement and after the parties form a joint venture, Goldplay will be the sole operator of the project. Concurrently with the exercise of the option, Goldplay will grant Roughrider a 2% net smelter return royalty (the “ NSR ”) on the Scottie West Property. Goldplay can repurchase 1% of the NSR for $2,000,000 at any time after Goldplay and Roughrider decide to proceed with the development of a mine on the Scottie West Property.

Trends

There are significant uncertainties regarding the prices of copper, gold and other minerals and the availability of equity financing for the purposes of mineral exploration and development. For instance, the prices of precious metals have fluctuated widely in recent years and wide fluctuations may continue, particularly following the unprecedented events of the COVID-19 pandemic and the health and economic impacts thereof. Apart from the risk factors noted under the heading “ Risk Factors ”, management is not currently aware of any other trends, commitments, events or uncertainties that would have a material adverse effect on the Company’s business or financial condition.

Principal Products or Services

The Company is in the exploration stage and does not mine, produce or sell any mineral products at this time, nor do either of its current properties have any known or identified mineral resources or mineral reserves. As the Company

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is an exploration stage company with no producing properties, it has no current operating income, cash flow or revenues. The Company has not undertaken any current resource estimate on the Scottie West Property. There is no assurance that a commercially viable mineral deposit exists on the Scottie West Property. The Company does not expect to receive income from the Scottie West Property within the foreseeable future. The Company intends to continue to evaluate, explore and develop the Scottie West Property through additional equity or debt financing. The Company’s primary objectives are to complete exploration on the Scottie West Property with a view to development. Toward this end, the Company intends to undertake the exploration programs on the Scottie West Property recommended by the author in the Technical Report. If the results of such programs merit further exploration, the Company may commence further exploration programs.

Specialized Skills and Knowledge

Various aspects of the Company’s business require specialized skills and knowledge. Such skills and knowledge include the areas of exploration and development, geology, drilling, permitting, metallurgy, logistical planning, and accommodation and implementation of exploration programs, as well as legal compliance, finance and accounting. The Company expects to rely upon, consultants and others for exploration and development expertise. The Company does not anticipate any difficulties in locating competent employees and consultants in such fields.

Market and Marketing

The Company’s principal product under its exploration programs will be focused on gold, silver, copper and base metals, but the Company does not produce, develop or sell any products at this time, nor do either of its properties have any known or identified mineral reserves. As the Company will not be producing in the foreseeable future, it will not be conducting any marketing activities and does not require a marketing plan or strategy.

Competitive Conditions

The mineral exploration and mining industry is competitive in all phases of exploration, development and production. The Company competes with a number of other entities and individuals in the search for and the acquisition of attractive mineral properties. As a result of this competition, the majority of which is with companies with greater financial resources than the Company, the Company may not be able to acquire attractive properties in the future on terms it considers acceptable. Finally, the Company competes for investment capital with other resource companies, many of whom have greater financial resources and/or more advanced properties that are better able to attract equity investment and other capital. The abilities of the Company to acquire attractive mineral properties in the future depends not only on its success in exploring and developing its present properties, but also on its ability to select, acquire and bring to production suitable properties or prospects for exploration, mining and development. Factors beyond the control of the Company may affect the marketability of minerals mined or discovered by the Company. See “ Risk Factors ”.

Components

All the services the Company requires to carry on its business are available through normal supply or business contracting channels in British Columbia. The Company anticipates that it will be able to secure the personnel and service providers needed in order to conduct its currently contemplated programs. It is possible that delays or increased costs may be experienced in order to proceed with planned activities during the current period. Such delays could significantly affect the Company if, for example, commodity prices fall significantly, thereby reducing the opportunity the Company may have had to develop a particular project had such tests been completed in a timely manner before the fall of such prices. In addition, assay labs are often significantly backlogged, thus significantly increasing the time that the Company waits for assay results. Such delays can slow down work programs, thus increasing field expenses or other costs (such as property payments which may have to be made before all information to assess the desirability of making such payment is known, or causing the Company to not make such a payment and terminate its interest in a property rather than make a significant property payment before all information is available).

Cycles

The Company’s mineral exploration activities may be subject to seasonality due to adverse weather conditions including, without limitation, inclement weather, snow covering the ground, frozen ground and restricted access due to snow, ice or other weather-related factors. In addition, the mining business is subject to global economic cycles which affect the marketability of products derived from mining.

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Intangible Properties

The Company’s business will not be substantially dependent on the protection of any proprietary rights or technologies.

Economic Dependence

The Company’s business is not substantially dependent on a contract to sell the major part of its products or services or to purchase the major part of its requirements for goods, services or raw materials, or on any franchise or licence or other agreement to use a patent, formula, trade secret, process or trade name upon which its business depends. It is not expected that the Company’s business will be affected in the current financial year by the renegotiation or termination of contracts or sub-contracts.

Environmental Conditions

All aspects of the Company’s field operations will be subject to environmental regulations and generally will require approval by appropriate regulatory authorities prior to commencement. Any failure to comply could result in fines and penalties. With all projects at the exploration stage, the financial and operational impact of environmental protection requirements is minimal. Should any projects advance to the production stage, then more time and money would be involved in satisfying environmental protection requirements.

Employees

As of the date of this Listing Application, the Company had the following number of employees and contractors:

Location	Full Time Employees	Contractors
British Columbia	Nil	1) Catalin Kilofliski as full time CEO and 2) Lazuli CPA Inc (Mihai Draguleasa), as part-time CFO and Corporate Secretary as service provider

The Company utilizes consultants and contractors to carry on most of its activities and, in particular, to supervise certain work programs on its mineral properties. As the Company expands its activities, it is probable that it will hire additional employees. Due to a limited exploration season in its British Columbia operations, the Company anticipates its number of contractors will increase from May to October of each year. In addition, contractors and employees may move between locations from time to time as conditions and business opportunities warrant.

Lending

The Company does not currently hold any investments or owe any material long term liabilities. The Company has not adopted any specific policies or restrictions regarding investments or lending. The Company expects that in the immediate future in order to maintain and develop its mineral properties, it will need to raise additional capital which it expects will be completed via equity. If the Company is unable to raise the necessary capital to meet its obligations as they become due, the Company may have to curtail its operations, including obtaining financing at unfavourable terms.

Bankruptcy and Similar Procedures

There are no bankruptcies, receivership or similar proceedings against the Company, nor is the Company aware of any such pending or threatened proceedings. There has not been any voluntary bankruptcy, receivership or similar proceedings by the Company since its incorporation.

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Reorganization

The Company has not completed any reorganizations or restructuring transactions since its incorporation.

Social or Environmental Policies

The Company has adopted a specific social and environmental policy that is fundamental to its operations and relationship with the environment and the communities in the vicinity of its mineral exploration projects. The policy is attached as Schedule “B”. The Company’s management, with the assistance of its contractors and advisors, ensures its ongoing compliance with local environmental laws in the jurisdictions in which it does business.

Significant Acquisitions and Dispositions

The Company has not completed any significant acquisitions or dispositions since incorporation.

Mineral Property

The Company’s only material mineral property is the Scottie West Property, located in British Columbia.

The Technical Report, prepared in accordance with the form requirements of NI 43-101, on the Scottie West Property dated January 18, 2021 has been prepared for the Company by Jean Pautler, P. Geo (the “ Author ”). The Technical Report reviews the Scottie West Property’s geology and mineralization and recommends an initial exploration program. The Author is an independent Qualified Person as defined in NI 43-101. The following disclosure relating to the Scottie West Property has been summarized or extracted from the Technical Report. The Author consents to the inclusion in this Listing Application the summary of the Technical Report in the form and context in which it appears in this section and confirms that such information is based on and fairly represents the Technical Report. Portions of the following information are based on assumptions, qualifications and procedures that are not fully described herein and include references to other sources that are referred to in the Technical Report. Readers should consult the Technical Report to obtain further particulars regarding the Scottie West Property. A complete copy of the Technical Report is available for review, in colour, on SEDAR at www.sedar.com.

Property Description, Location and Access

The Scottie West Property is centred at an approximate latitude of 56°11’N and longitude of 130°14’W on NTS map sheet 104B/01, about 35 km north-northwest of the community of Stewart, northwestern British Columbia (Figure 1) . Stewart, located at the head of the Portland Canal, is about 65 km by paved highway (Highway 37A) southwest of Meziadin Junction, British Columbia, a prominent highway junction along the Stewart-Cassiar Highway (Highway 37) (Figure 1) .

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YUKON N
BRITISH COLUMBIA
37
DEASE LAKE
SCOTTIE WEST 37A
PROJECT
MEZIADIN JUNCTION
STEWART
37
S MIT HERS
PRINCE RUPERT
TERRACE PRINCE GEORGE
KITIMAT
97
WILLIAMS LAKE
LEGEND
routes
community 1
port VANCOUVER
VICTORIA
GOLDPLAY MINING INC.
FIGURE 1: LOCATION 0 400
NTS: 104B
JPEx November 7, 2020 km
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BEND
JK
Powerline
GRANDUC NORTH
"
SCOTTIE GOLD
DOMINO
" Granduc
GRANDUC road
SOUTH Glacier 1076132 Summit
Lake
SCOTTIE Mt. White-Fraser
To
STEWART
WEST HOLLYWOOD
outside property boundary
N
GOLDPLAY MINING INC.
BIG MISSOURI "
FIGURE 2: CLAIM MAP
SCOTTIE WEST PROJECT
MINFILE SHOWINGS
5 km "
from:http://apps.empr.gov.bc.ca/pub/mapplace/mp2 past producer prospect
developed prospect showing Haul
JPEx November 21, 2020 3 km to PREMIER road
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The Scottie West Property consists of four contiguous mineral tenures covering an area of approximately 6,359 hectares in the Skeena Mining Division (Figure 2 and Table 1) . The area is approximate since the claims have not been legally surveyed. All claims were acquired in accordance with Mineral Titles Online on NTS map sheet 104B/01, available for viewing at http://www.mtonline.gov.bc.ca. The tenures comprising the Scottie West Property are registered to Roughrider Exploration Limited of Vancouver, British Columbia (owner number 286868). A table summarizing pertinent claim data follows.

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TABLE 1: Claim data summary

Title No.	Claim Name	Issue Date	Good to date	Area (ha)
1076132	SCOTTIE WEST 1	2020/MAY/10	2021/MAY/10	1638.9889
1076133	SCOTTIE WEST 2	2020/MAY/10	2021/MAY/10	1801.1164
1076134	SCOTTIE WEST 3	2020/MAY/10	2021/MAY/10	1549.1343
1076135	SCOTTIE WEST 4	2020/MAY/10	2021/MAY/10	1369.579
TOTAL				6,358.8186

All claims are subject to the Option Agreement, as described above under the heading “ Description of the Business – Two-Year History – Scottie West Property Option Agreement ”.

The Scottie West Property is not located within the Traditional Territory of any First Nation as identified in the Statements of Intents of the First Nations. The land in which the mineral claims are situated is Crown Land. The mineral claims fall under the jurisdiction of the British Columbia Government. Under the provision of Section 14 of the Mineral Tenure Act, a claim grants the holder the right to use the surface for mining exploration purposes, but this is not a “surface right” such as on privately owned land. The claim holder has the right to enter onto the surface subject to the provisions in Section 11(2) of the Act which excludes this right under certain conditions, none of which encumber the Scottie West Property.

A mineral claim holder is required to perform assessment work and is required to document this work to maintain the title as outlined in the regulations of the British Columbia Ministry of Energy and Mines. The amount of work required is $5.00 per hectare for the first two years, $10.00 per hectare for the third and fourth years, $15.00 per hectare for the fifth and sixth, and $20.00 per hectare thereafter. Alternatively, the claim holder may pay twice the equivalent amount to the British Columbia Government as “Cash in Lieu” to maintain title to the claims.

Preliminary exploration activities do not require permitting, but significant drilling, trenching, blasting, cut lines, and excavating may require a permit, obtained by filing a Notice of Work and Reclamation with the British Columbia Ministry of Energy and Mines. A permit is not currently in place for the Scottie West Property, but will be applied for as required. A permit is not required for the recommended exploration program on the Scottie West Property.

To the Author’s knowledge, the Scottie West Property area is not subject to any environmental liability. The Author does not foresee any significant factors and risks that may affect access, title, or the right or ability to perform work on the property.

History

Very little historical work has been completed on the Scottie West Property primarily due to extensive glacier cover, which has been rapidly melting back since the late 1980’s, when the majority of the historical work was undertaken in the region. Historical work in the immediate vicinity focused principally on the past producing Scottie Gold goldsilver mine to the northeast and the Granduc base metal mine to the northwest of the Scottie West Property.

A summary of the historical work completed by various operators on the Scottie West Property (unless stated otherwise), as documented in British Columbia Minfile, reports on file with the government (e.g. Annual Reports of, and assessment reports filed with, the British Columbia Ministry of Energy and Mines and publications of the Geological Survey of Canada) and various private company data, is summarized below. The locations of known mineralized zones, anomalies and important natural features are shown in Figures 2 and 3 of the Technical Report in relation to the outside property boundaries, and in Figure 8 of the Technical Report.

A 332.5 line km helicopter-borne magnetic geophysical survey, of which approximately the western 15% of the survey is now located within the current Scottie West Property was completed by Eilat Resources at a 150m line spacing (Ramsey, 2013) . A smaller airborne magnetic and spectral survey was flown in 2016 on behalf of Eilat within the current Scottie West Property and integrated with the 2012 survey (Poon, 2016) . The 2016 survey was not undertaken on the current Scottie West Property area, but trends from this survey extend onto, and relate to, and the resultant compilation extends onto, the Scottie West Property. The survey highlighted several prominent north-northwesterly and southwesterly trending features which appear to have a spatial association with mineral occurrences (Figure 3 of the Technical Report) . Mineralized occurrences shown on the adjoining properties of Scottie Resources Corp. are not necessarily indicative of mineralization on the Scottie West Property, which is the subject of the Technical Report.

The Scottie West Property past producing mine is shown at the intersection of a northerly trending interpreted structure with a southwesterly trending interpreted structure (Figure 3 of the Technical Report) . The latter extends southwesterly

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onto the eastern Scottie West Property, where it may intersect a northerly trending structure, which has been interpreted further north. This area was found to be underlain by local gossans and veins during the site visit by the Author on October 4, 2020, which is discussed in more detail under section 9.0 “Exploration” of the Technical Report.

The Scottie West Property was staked by Cazador Resources Ltd. (“ Cazador ”) in May, 2020 to cover favourable geology, as mapped by the BCGS, including Jurassic Hazelton volcanic rocks and Jurassic Texas Creek and Eocene aged intrusions, which also host numerous mineral occurrences and past producing mines throughout the Golden Triangle. Included are Ascot Resources’ Premier mine, 22 km southeast of the Scottie West Property, and Scottie Resources Corp.’s Scottie Gold mine, within the Stewart mining camp.

The claims comprising the Scottie West Property were sold to Roughrider in June, 2020. Work by Roughrider has included a 474 line kilometre helicopter-borne magnetic and EM survey over the eastern two thirds of the Scottie West Property by Precision GeoSurveys Inc. (“ Precision ”) from September 14 to 16, 2020 and an aerial reconnaissance and limited geochemical sampling were conducted on October 4, 2020. The details and results of the programs are discussed under section 9.0, “Exploration” of the Technical Report for integration purposes.

Geological Setting, Mineralization and Deposit Types

Regional Geology

The Scottie West Property is located in the northwestern portion of Stikinia, a predominantly intra-oceanic island arc terrane accreted to ancestral North America in the Early Mesozoic. More specifically, the Scottie West Property lies within the Golden Triangle of northwest Stikinia, which hosts some of the world’s largest and richest mineral deposits. These include gold rich deposits such as Eskay Creek, Brucejack, Premier, Snip, and copper-gold rich deposits such as KSM, Galore Creek, Red Chris and Granduc. Deposits are typically Early Jurassic in age. Many of the gold rich deposits occur as veins, stockworks and lesser breccias associated with the Late Triassic and Early Jurassic intrusive suites. Mineralization on the above-mentioned occurrences is not necessarily indicative of the mineralization on the Scottie West Property, which is the subject of the Technical Report.

The following discussion of the regional geology is primarily based on Alldrick (1993), using the revised stratigraphy of Nelson et al. (2018). In the regional area, Stikinia comprises Mesozoic arc volcano-sedimentary successions and coeval plutonic complexes, and is intruded by the Coast Plutonic Complex to the west and overlain by marine to nonmarine clastic rocks of the Jurassic to Cretaceous Bowser Lake Group in the east.

Upper Triassic to Lower Jurassic rocks of the Hazelton Group, which formed in an island-arc setting, dominate Stikinia within the south to central regional area. They primarily consist of subaerial calc-alkaline basalts, andesites, and dacites with interbedded sedimentary rocks. The Hazelton Group has been divided into a lower and upper part as outlined in Table 3 of the Technical Report.

The Stuhini Group, a succession of Upper Triassic rocks comprising a mixed arc related volcano-sedimentary package becomes more dominant further to the north in the regional area, exposed to the west of the South Unuk fault and in the core of the McTagg anticlinorim (Figure 6 of the Technical Report) .

Within the Stewart-Iskut region Stikinia has been intruded by several major plutonic suites: the Early Jurassic calcalkaline Texas Creek suite associated with economically important precious metal vein deposits such as the Premier and Snip past producers, and the Brucejack mine, as well as the KSM (Kerr-Sulphurets-Mitchell) porphyry deposit; and the Paleogene Sloko-Hyder suite in the west.

Early Jurassic calc-alkaline hornblende granodiorite plutons of the Texas Creek plutonic suite are coeval with the Betty Creek Formation of the Lower Hazelton Group. Related late-stage, two-feldspar porphyritic dykes (locally called “ Premier Porphyries ”) cut up through the volcanic sequence to feed surface flows.

Calc-alkaline biotite granodiorite of the Coast Plutonic Complex intruded the deformed arc rocks during the Paleogene. The plutons, stocks, and differentiated dykes of the Hyder plutonic suite, which lie just east of the main Coast Plutonic Complex, were emplaced over a 30 million year period from Early Eocene to Late Oligocene. The dykes, which include granodiorite porphyry, aplite, microdiorite and lamprophyre compositions, form prominent, but randomly distributed, swarms of regional extent.

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Greenschist facies regional metamorphism, east-northeast compression, and deformation in the Mid Cretaceous produced upright north-northwest trending en echelon folds and later east verging, ductile reverse faults, and related foliation.

Five major fault types are described by Alldrick (1993) in the Stewart area: (1) regional scale north striking, subvertical, ductile to brittle faults; (2) northerly striking moderately west dipping normal and reverse faults; (3) southeast to northeast striking brittle, sub-vertical “cross” faults with strong but narrow foliation envelopes and up to a kilometre of lateral offset; (4) decollement surfaces or bedding plane slips near the base of the Iskut River Formation; and (5) mylonite bands at various orientations and up to a few metres wide at most.

Property Geology

Since property scale mapping has not been undertaken over the Scottie West Property the BCGS mapping is used as a base in Figure 7 of the Technical Report. Mapping on the Scottie West Property is hampered by extensive glacial ice, cliff faces, and talus cover.

The Scottie West Property is primarily underlain by the Hazelton Group, an arc related volcano-sedimentary package of latest Triassic to Middle Jurassic age. The Hazelton Group is intruded by two ages of granodiorite, part of the 5 by 25 km Eocene Boundary stock in the southwest property area, with a small related plug further to the east near the northern property boundary, and the western portion of a stock of the Texas Creek plutonic suite in the southeast property area.

The Hazelton Group on the Scottie West Property is thought to primarily consist of the Betty Creek Formation, with lesser possibe Jack Formation, both of the Lower Hazelton Group, and minor Iskut River Formation of the Upper Hazelton Group. The Jack Formation is a basal siliciclastic unit that unconformably overlies the Stuhini Group, and is exposed along the margins of the McTagg anticlinorium (Figure 6 of the Technical Report) . It includes a basal granitoid-clast conglomerate, quartz bearing arkose, siltstone and mudstone and would constitute the oldest rocks on the Scottie West Property (latest Triassic to Early Jurassic). Argillites were observed in the southeast property area near the projected anticlinal axis of the anticlinorium during the site visit by the Author and were recorded in the latest exploration by Roughrider (Figure 8 of the Technical Report) . It is possible that the argillites are part of the Iskut River Formation, but they were observed to the east of the BCGS regionally mapped location of the Eskay rift.

Intermediate volcanic rocks were also collected by Roughrider during the October 4, 2020 program and are shown on the BCGS maps to consist of the Unuk River andesite unit of the Betty Creek Formation. The youngest rocks on the Scottie West Property comprise basalt, pillow basalt, and mafic dykes of the Willow Ridge mafic unit of the Iskut River Formation of the Upper Hazelton Group. They occur within a fault bounded belt referred to as the Eskay rift (Figure 7 of the Technical Report) . Nelson et al. (2018) states that, “All Middle Jurassic rocks that fill the Eskay rift are included in the Iskut River Formation.”

The 5 by 25 km Eocene Boundary stock consists of medium grained biotite granodiorite with sphene, ±hornblende. It underlies the southwestern property area near its northwestern extent. A small related plug lies further to the east near the northern property boundary. The centre of a 5 km diameter stock of coarse grained hornblende granodiorite of the Texas Creek plutonic suite, which also continues further south, lies just east of the Scottie West Property with the western portion of the stock shown to underlie the southeast property area (Figure 7 of the Technical Report) . The western end of the southeastern exposure (“ Southeast Exposure ”) visited during the October 4, 2020 site visit by the Author is underlain by an intrusion of unknown affinity.

Light grey northeasterly trending dykes, which constitute a dyke swarm, were observed by the Author in the central part of the Southeast Exposure (Photo 1 of the Technical Report) . They may be related to the Eocene Boundary stock (“ EBO ”), which is exposed about 4 km to the south or, alternatively, to the Texas Creek plutonic suite (“ EJTCS” ) which underlies the southeast property area about 2 km to the east (Figure 8 of the Technical Report) .

The northerly striking regional fault, forming the eastern boundary of the Eskay rift, is shown in the BCGS regional map to extend through a prominent gully (Photo 2 of the Technical Report) . The presence of argillite to the east of this may suggest the fault is further east or the argillites may be part of the Jack Formation.

A northeast trending fault is suggested by the historical airborne magnetic geophysics to extend along near the top of the Southeast Exposure in the southeastern property area (Figure 3 of the Technical Report).

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Mineralization

There are no known showings or Minfile occurrences, as documented by the BCGS, on the Scottie West Property, probably due to the expanse of glacial ice, which has been rapidly melting back since the late 1980s, when the majority of the historical work was undertaken in the region. Furthermore, the historical work focused principally on the past producing Scottie Gold gold-silver mine to the northeast and the Granduc base metal mine to the northwest of the Scottie West Property.

The Scottie West Property was staked in May, 2020 to cover favourable geology, as mapped by the BCGS, including Jurassic Hazelton volcanic rocks and Jurassic Texas Creek and Eocene aged intrusions, which also host numerous mineral occurrences and past producing mines throughout the Stewart mining camp, including the past producing Premier (Ascot Resources Ltd.) and Scottie Gold mines (Scottie Resources Corp.) and other deposits within the Golden Triangle.

During the site visit by the Author on October 4, 2020, extensive veining and numerous gossans were observed in the Southeast Exposure in the southeastern property area (Figure 2 of the Technical Report) , the only location that was accessible this late in the season. Of particular note was an approximate at least 600m by 100m gossanous section with quartz veins within the Eskay rift (Photo 3 of the Technical Report) . The zone lies west of the dyke swarm shown in Photo 1 of the Technical Report, and was not accessible due to weather conditions. Photo locations are shown in Figure 8 of the Technical Report.

Many of the veins appear to be 30 cm thick, are locally folded (cover photo) with en echelon tension gashes evident (Photo 4 of the Technical Report). There appears to be top-to-the-east shear thrust sense (common in the Cordillera) along a sub-horizontal shear plane. The tension gashes probably document a period of thrust faulting and hydrothermal fluid activity.

Additional folded veins and tension gashes, as well as a dyke, are evident proximal to the BCGS mapped (or projected) eastern boundary of the Eskay rift, from along the east side of Photo 2 (Photo 5 of the Technical Report) .

Other gossans within the Southeast Exposure can be seen to be related to structures (Photo 6 of the Technical Report) . This gossan is exposed further east of the “gossanous vein zone” shown in Photo 3 of the Technical Report. The structures observed in the upper left of photo and inset are fairly flat as interpreted for the structure in Photo 4 of the Technical Report.

Additional veins and gossans are evident across the Southeast Exposure, some of which were sampled in 2020.

Deposit Types

The Scottie West Property is at an early exploration stage so that a definitive deposit type for mineralization has not as yet been ascertained. Furthermore there is uncertainty and some debate as to the genesis of many of the large and high grade precious metal deposits within northwest Stikinia ranging from orogenic to transitional and epithermal veins with some unique variations, and copper-gold porphyry associations with alkalic to calc-alkalic intrusions.

A potential model for mineralization on the Scottie West Property is the intrusion-related gold pyrrhotite vein type, based on proximity to the past producing Scottie Gold and Premier mines, presence of a stock of the Texas Creek plutonic suite within an area underlain by coeval volcanic and related sedimentary rocks of the Betty Creek Formation, presence of extensive gossanous and bull quartz veins including en echelon tension gashes, and evidence of significant structures.

Alldrick (1996) classified the past producing Scottie Gold (10 km northeast of the Scottie West Property), Snip and Johnny Mountain mines into an intrusion-related gold pyrrhotite vein model. The past producing Premier mine, 22 km southeast of the Scottie West Property, has been classified as being intermediate sulphidation epithermal type, but the intrusion-related gold pyrrhotite vein model has also been postulated. At Premier, mineralization occurs as veins, stockworks and breccias, locally with very high sulphide content, associated with the “Premier Porphyry” dykes of the Early Jurassic Texas Creek plutonic suite. The mineralization discussed above has not been verified by the Author and is not necessarily indicative of the mineralization on the Scottie West Property, which is the subject of the Technical Report. “Most of the deposits in the Iskut region are related to the Hazelton Group (latest Triassic-Middle Jurassic) and affiliated intrusions.” (Nelson et al., 2018). The Texas Creek plutonic suite is subvolcanic to the Betty Creek Formation of the Hazelton Group. All of the aforementioned past producers lie within the Golden Triangle and all known deposits of this type are Early Jurassic in age.

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Exploration

No exploration has been completed by Goldplay on the Scottie West Property. A total of more than $100,000 was spent on the Scottie West Property by Roughrider in 2020, which included an airborne magnetic and EM geophysical survey over the eastern two thirds of the Scottie West Property and a one day prospecting/geochemical/aerial reconnaissance program. A site visit was completed by the Author on the Scottie West Property on October 4, 2020 during the latest exploration program conducted by Roughrider, at which time an aerial overview of vein occurrences was conducted and accessible veins were examined in the southeastern Scottie West Property area, referred to as the “Southeast Exposure”.

The geochemistry is shown under “ Sampling, Analysis and Data Verification ”, below.

A 474 line kilometre helicopter-borne magnetic and EM survey was completed over the eastern two thirds of the Scottie West Property (commencing from the claim boundary with Scottie Resources Corp.) by Precision for Roughrider from September 14 to 16, 2020. The survey was completed at a 100m line spacing, using a Triumph AirTEM(tm) time-domain electromagnetic system and a high resolution caesium magnetometer to measure the Earth’s magnetic field intensity. Flight lines were oriented north-south with tie lines oriented east-west (shown in Figure 9 of the Technical Report).

The magnetic data appeared to closely follow topography, so more processing/interpretation is required. Otherwise the total Magnetic Intensity (“ TMI ”) map (Figure 9 of the Technical Report) identifies a small plug related to the EBO in the southwestern survey area as a magnetic high, which is also illustrated in the Calculated Vertical Gradient (“ CVG ”) map (Figure 10 of the Technical Report) . The magnetic high signature through the northwest property area may be suggestive that the stock of the Texas Creek plutonic suite, exposed in the southeast property area (Figure 6 of the Technical Report) , continues through here beneath the Hazelton Group rocks mapped in this area. Coffin (1988) identified pendants of Hazelton Group argillite within the stock, along trend just east of the Scottie West Property (Figure 9 of the Technical Report) .

The CVG is particularly useful in picking up structural features. Three faults are evident in the TMI map and are more apparent in the CVG map. One trends northeast across the northwestern property area and corresponds to a mapped fault by the BCGS (Figure 6 of the Technical Report) . An unmapped northwest trending fault is particularly evident in the CVG map (Figure 10 of the Technical Report) . It is interesting to note that this corresponds to an electromagnetic (“ EM ”) high in the EM map (Figure 11 of the Technical Report) . A north trending fault, interpreted from the historical geophysics (Figure 3 of the Technical Report) , may be offset by the northwest fault. A northeast trending fault, also identified in the historical geophysics can be interpreted from the CVG map (Figure 10 of the Technical Report) . An interesting 600m diameter magnetic low “donut”, typical within porphyry type deposits, is situated beneath glacier cover in the central survey area and may be related to magnetite destruction related to alteration within a porphyry intrusion (Figure 10 of the Technical Report) .

Drilling

No drilling has been completed on the Scottie West Property.

Sampling, Analysis and Data Verification

All samples collected from the Scottie West Property in 2020 were packed into a rice bag and secured with a cable tie in the presence of the Author. A total of 1 soil, 1 silt and 8 rock samples were collected by Cazador for Roughrider on October 4, 2020 from the Southeast Exposure (Figure 2 of the Technical Report) in the southeast area of the Scottie West Property. Samples were quickly grabbed due to poor weather conditions and are described with locations and select results in Table 4 below and plotted on Figure 8 of the Technical Report

All sample locations were recorded using hand-held GPS units. Sites were marked by flagging affixed to a rock on the ground and labelled with the sample number. The stream sediment sample consisted of coarse silt within a glacial meltwater channel, collected by hand and placed in a cloth bag (S842712) and the soil sample was collected from C horizon talus fines with a geotul and placed in an individual Kraft paper bag (S842711); both samples were collected by Cazador. Three rock samples were collected by Cazador (S842708-10) from the above area (accessed from a landing site at 425458mE, 6224690mN) and five samples were collected by the Author from the margins of a gossan with veins, further east (accessed from a landing site at 425853mE, 6225235mN). All rock samples were placed in plastic rock sample bags and secured with zip ties.

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Table 4: 2020 sample descriptions and select results

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Significant precious metal values were not obtained from the few quartz veins sampled, but pyritic, sericite altered argillite host rock with limonitic fracture fillings returned 1.01 g/t Au with 610 ppm As and 5.45 ppm Sb (Sample S842707). Three of the quartz vein samples yielded elevated arsenic values (Samples S842703, 05-06) and one ribboned quartz-carbonate vein returned elevated lead, suggestive of the presence of trace galena (Sample S842708). The soil and silt did not return significant precious or base metal results. They did contain elevated arsenic and antimony (trace indicator elements).

Due to the limited number of samples collected within one small section of the Scottie West Property, limited time spent in collection and the widespread gossans and veins observed, the results obtained are significant. Extensive sampling is recommended in the next phase of exploration.

No QAQC samples were submitted due to the preliminary nature of the geochemical survey and limited number of samples collected. Samples were transported by Cazador to MSALabs in Langley, British Columbia for preparation and analysis.

At the laboratory, rock sample preparation involved drying, fine crushing to better than 90% passing minus 2 mm, then pulverizing a 500g split to better that 85% passing 75 microns (revised PRP 915). Soil and stream sediment sample preparation involved drying and screening to minus 80 mesh (PRP-757). For the rocks and soil the fine fraction was analyzed for gold by fire assay on a 30g aliquot with an inductively coupled plasma (“ ICP ”) - atomic absorption spectroscopy (“ AAS ”) finish (FAS-111), and for 38 additional elements by aqua regia digestion and ICP- atomic emission spectroscopy/ mass spectrometry (“ AES/MS ”) ultra trace level analysis on a 0.5g aliquot (IMS-127). The fine fraction of the stream sediment was analyzed for 39 additional elements, including gold by aqua regia digestion and ICP - AES/MS ultra trace level analysis on a 20g aliquot (IMS-128).

Quality control procedures were implemented at the laboratory, involving the regular insertion of blanks and standards and check repeat analyses and resplits (re-analyses on the original sample prior to splitting). All standards and check analyses by the laboratory returned results within acceptable limits. There is no evidence of any tampering with or contamination of the samples during collection, shipping, analytical preparation or analysis. All sample preparation was conducted by the laboratory. The laboratory is entirely independent from Goldplay, Roughrider and Cazador. MSALabs carries ISO 9001 registration and is accredited to ISO 17025 Standards Council of Canada for the preparation and analysis procedures performed. In the Author’s opinion, the sample preparation, security, and analytical procedures were adequate.

A sampling protocol should be implemented by Goldplay involving the routine and regular insertion of blanks, standards and duplicates sent to the primary laboratory, and re-assaying of selected mineralized pulps at a second independent laboratory in future trenching and drill programs on the Scottie West Property.

The geochemical data was verified by sourcing analytical certificates and digital data. Analytical data quality assurance and quality control was indicated by the favourable reproducibility obtained in laboratory standards, blanks and duplicates (repeats). There does not appear to have been any tampering with or contamination of the samples during collection, shipping, analytical preparation or analysis. In the Author’s opinion, the data provided in the Technical Report is adequately reliable. A site visit was performed by the Author, as outlined in Section 2.1 of the Technical

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Report at which time numerous vein systems and gossans were observed and five rock samples were collected by the Author, including the wallrock sample which yielded 1.01 g/t Au with 610 ppm As and a few veins with elevated arsenic values.

Mineral Processing and Metallurgical Testing

The Scottie West Property is at an early exploration stage and no metallurgical testing has been carried out.

Mineral Resource and Mineral Reserve Estimates

There has not been sufficient work on the Scottie West Property to undertake a resource or reserve calculation.

Exploration, Development and Production

The Scottie West Property constitutes a property of merit based on: proximity to the past producing Scottie Gold and Premier mines; presence of favourable geology consisting of a stock of the Texas Creek plutonic suite within an area underlain by coeval volcanic and related sedimentary rocks of the Betty Creek Formation; presence of extensive gossanous and bull quartz veins including en echelon tension gashes; and evidence of significant structures and untested geophysical targets.

Very little historical work has been completed on the Scottie West Property area primarily due to extensive glacier cover. The glaciers have recently melted back, exposing extensive veining and numerous gossans, which were observed in the southeastern property area during the site visit by the Author on October 4, 2020. Of particular note was an approximate at least 600m by 100m gossanous zone with quartz veins within the Eskay rift. Many of the veins appear to be 30 cm thick, are locally folded with en echelon tension gashes evident which appear to document a period of thrust faulting and hydrothermal fluid activity. Tension gashes suggest top-to-the-east shear thrust sense (common in the Cordillera) along a sub-horizontal shear plane.

The Scottie West Property is at an early stage of exploration, and as such considered a high risk. The above interpretations and the following recommendations for work are based on the results of geophysical surveys and limited geochemistry, which are subject to a wide range of interpretation. There are no specific risks the Author foresees that would impact continued exploration and development of the Scottie West Property. Although the Author believes the surveys on the Scottie West Property are scientifically valid, evaluating the geological controls on mineralization is hampered by a lack of rock exposure and limited work.

Recommendations

A two phase exploration program is recommended on the Scottie West Property with the purpose of the initial Phase 1 program to: evaluate the extensive veining and numerous gossans observed in the southeastern property area during the 2020 field program; assess the additional unexplored areas exposed by retreating ice fields; and compile, integrate and interpret the combined historical and 2020 airborne geophysical surveys, and follow up the geophysical anomalies obtained.

Initially, the combined historical airborne geophysical data (2012 and 2016 surveys) (Poon, 2016) requires integration with the 2020 airborne geophysical data. The resultant anomalies need to be interpreted and correlated with the geology, and observed mineralization and faults from the 2020 field program. In addition updated satellite imagery should be acquired (to outline gossanous zones, veins, structures), and the 2020 data and up to date Scottie West Property information compiled and integrated into detailed base maps in order to effectively follow the prospective trends.

A high resolution drone survey is recommended to aid in geological, structural and surficial interpretations, mapping, survey planning, geomorphology and infrastructure analysis, and to provide a baseline for environmental impact assessment, up to date high resolution imagery and digital elevation models for control and obtain detailed magnetic data in this rugged terrain.

A robust program of rock chip sampling is recommended across the extensive veins and gossans observed in the Southeast Exposure. Detailed prospecting and sampling is required over the Southeast Exposure and to evaluate the additional rock exposures across the Scottie West Property. Property scale mapping is recommended over all bedrock exposures, with detailed mapping in areas of extensive veining, gossans and strike extensions of known mineralized

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zones on the adjoining properties of Scottie, such as the Domino zone. Mapping should include detailed structural mapping and analysis by a competent professional in this field.

Contour talus fine soil with select stream sediment geochemistry is recommended below rugged exposures to evaluate them and possibly outline additional specific anomalous areas for rock sampling.

IP has been successful on the adjoining properties of the Scottie West Property. Consequently, limited reconnaissance lines are recommended across favourable mineralized zones or structures on the Scottie West Property, possibly including the projected strike extension of the Scottie West Property’s Domino zone.

Consequently, a Phase 1 exploration program of compilation, integration and interpretation of the airborne geophysical surveys, satellite imagery acquisition, GIS compilation and integration of all data for base map preparation, drone imagery and magnetic surveying, geological mapping, structural mapping and analysis, prospecting and sampling, contour talus fine geochemical sampling, extensive rock chip sampling, and select reconnaissance IP lines with a budget of $425,000 is recommended. The Author expects the program to last one month with a project geologist, prospector, two geological assistants/samplers, with the additional services of a professional structural geologist for 10-15 days. The program would be based out of Stewart, flying out daily via helicopter.

A Phase 2 drill program, contingent on results from Phase 1, is recommended with 2,000m of diamond drilling in about 10 holes with a helicopter supported rig to test anomalies generated by Phase 1.

Budget

Based on the above recommendations, the following two phase exploration program with corresponding budget is proposed. Phase 2 is entirely contingent on results from Phase 1.

Phase 1 (mapping, geochemistry, geophysics)

•		compile, integrate, interpret airborne geophysics	$10,000
•		GIS compilation and base maps, including adjoining Scottie anomalies	10,000
•		mapping/prospecting and supervision wages	35,000
•		detailed structural mapping and analysis	15,000
•		rock chip sampling wages	13,000
•		talus fine sampling wages	10,000
•		talus fine sample assays (1,000 samples @ $30/each, plus shipping, QAQC)	32,000
•		rock assays (500 Au, ICP @ $50/each, plus shipping, QAQC)	27,000
•		detailed drone magnetics and imagery (10 days @ $5,000/ day)	50,000
•		select reconnaissance IP geophysics (3 km @ 10,000/line km)	30,000
•		helicopter (2hrs/day x $2,000/hour including fuel)	100,000
•		truck rental	3,000
•		accommodation, food ($150/man-day – shared hotel room, kitchenette)	15,000
•		communication, travel & expediting	7,000
•		field equipment and supplies	3,000
•		preparation, post season compilation, report and drafting	25,000
•		contingency	40,000
TOTAL:			$425,000
hase	2 (diamond drilling, contingent on results from Phase 1)
	•	diamond drilling (2000m in 10 holes, all in)	$500,000
	•	logging, sampling, supervision	53,000
	•	assays (500 Au, ICP @ $50/each+ shipping, QAQC)	27,000
	•	accommodation, food	50,000
	•	helicopter	150,000
	•	truck rental	10,000

Phase 2 (diamond drilling, contingent on results from Phase 1)

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•	preparation, compilation, report and drafting	35,000
•	communication, supplies, travel & expediting	25,000
•	contingency	100,000
TOTAL:		$950,000
TOTAL	of Phases 1 and 2:	$1,375,000

Non-Material Properties

European Electric Metals Inc. (“ EVX ”) is a British Columbia corporation that is party to a mineral property purchase and sale agreement with Prime Mining Corp. (“ Prime ”), pursuant to which Prime agreed to transfer to EVX all of Prime’s rights pursuant to an application for an exploration licence (the “ Borba 2 Exploration Licence ”) covering approximately 230 square kilometres in the Elvas, Estremoz, Borba, Vila Viçosa, Redondo and Alandroal areas of Portugal. Upon the grant of the Borba 2 Exploration Licence, the Borba 2 Exploration Licence will be transferred to EVX’s Portuguese subsidiary (“ EVX Portugal ”).

On February 22, 2021, Goldplay entered into an agreement with EVX and EVX Portugal, pursuant to which Goldplay will acquire a 70% interest in EVX Portugal by repaying approximatively $17,000 of expenses to EVX related to the incorporation of EVX Portugal. Subject to the grant of the Borba 2 Exploration Licence, Goldplay will pay US$20,000 to Prime pursuant to the terms of the agreement between Prime and EVX, and will pay to EVX $20,000 in cash and issue to EVX $20,000 in Goldplay Shares, based on a deemed value per Goldplay Share equal to the greater of the 10 day volume weighted price per Goldplay Share at the time of issuance and $0.15 per Goldplay Share. Following the acquisition of the 70% interest in EVX Portugal, Goldplay will be the operator of the Borba 2 Exploration Licence, and will, at its sole discretion, fund the first $600,000 of expenditures in connection therewith. After Goldplay has solely funded the initial $600,000 of expenditures on the Borba 2 Exploration Licence, GoldPlay and EVX will form a joint venture for the further exploration of the Borba 2 Exploration Licence, and will each fund operations on a pro rata basis based on their respective interests.

The Borba 2 Exploration Licence covers areas with the potential to host precious and base metals mineralization, often enhanced by the presence of gold and/or copper mineral occurrences in shear zones and in epithermal systems associated with intra-Ordovician volcanics. The Borba 2 Exploration Licence covers four separate known mineral prospects including three past producing mines.

The Borba 2 Exploration Licence remains at the application stage, and there is no guarantee that the Borba 2 Exploration Licence will be granted, or that Goldplay will acquire an interest in the Borba 2 Exploration Licence as contemplated. If the Borba 2 Exploration Licence is granted, Goldplay’s commitments to complete this transaction are not considered to be material to Goldplay, and the Borba 2 Exploration Licence will be a non-material property of Goldplay .

Item 6: Financings, Available Funds and Principal Purposes

Financings

November 2020 Financings

On November 8, 2020, Goldplay completed the first tranche of a non-brokered private placement consisting of the issuance of 13,281,340 units at a price of $0.05 per unit for aggregate gross proceeds of $664,067 (the “ November 6, 2020 Private Placement ”). Each unit was comprised of one Goldplay Share and one-half of one common share purchase warrant (“ November 2020 Warrant ”). Each whole November 2020 Warrant entitles the holder, on exercise, to acquire one Goldplay Share at a price of $0.10 per Goldplay Share until November 6, 2021, subject to acceleration of the expiry date on certain conditions. In the event that the Company receives conditional approval for a listing event on a public stock exchange (the “ Listing Event ”), the Company may elect to accelerate the November 2020 Warrant’s expiration date to the date 30 days subsequent to the news release announcing the Listing Event, provided that the news release announcing the Listing Event is published before the date that is 30 days prior to the November 2020 Warrant’s expiry date. In addition to the units issued to the private placement investors, 341,800 broker warrants, each exercisable for one Goldplay Share at an exercise price of $0.05 per Goldplay Share for a period of two years, and 184,400 Goldplay Shares were issued as compensation for the services provided by arm’s length finders, resulting in the total number of 13,465,740 Goldplay Shares issued as part of the November 6, 2020 Private Placement.

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On November 19, 2020, Goldplay completed the second tranche of the private placement consisting of the issuance of 4,100,000 units at a price of $0.05 per unit for aggregate gross proceeds of $205,000 (the “ November 19, 2020 Private Placement ”). The securities issued in the November 19, 2020 Private Placement contained substantially the same terms as the securities issued in the November 6, 2020 Private Placement. In consideration for the services performed by arm’s length finders in the November 19, 2020 Private Placement, Goldplay also issued 188,400 broker warrants, each exercisable for one Goldplay Share at an exercise price of $0.10 per Goldplay Share for a period of one year.

The details of the compensation paid in connection with the November 2020 capital raising are as follows:

Private placement	Golden Capital Management	Mezzo Consulting Services	Fieldhouse Capital Management	Raymond James Ltd.
November 6, 2020 Private Placement	184,400 Goldplay Shares	$7,683 in cash	$17,090 in cash and 341,800 broker warrants exercisable at $0.05 within 2 years	N/A
November 19, 2020 Private Placement	N/A	N/A	N/A	$9,420 in cash and 188,400 broker warrants

December 2020 and January 2021 Financings

On December 23, 2020, Goldplay completed the first tranche of a non-brokered private placement of 1,700,000 units at a price of $0.05 per unit for aggregate gross proceeds of $85,000 (the “ December 2020 Private Placement ”). Each unit was comprised of one Goldplay Share and one-half of one common share purchase warrant (“ December 2020 Warrant ”). Each whole December 2020 Warrant entitles the holder, on exercise, to acquire one Goldplay Share at a price of $0.10 until December 23, 2021, subject to acceleration of the expiry date on certain conditions. In the event that the Company receives conditional approval for a Listing Event, the Company may elect to accelerate the December 2020 Warrant’s expiration date to the date 30 days subsequent to the news release announcing the Listing Event, provided that the news release announcing the Listing Event is published before the date that is 30 days prior to the December 2020 Warrant’s expiry date. No finder fees were paid for this financing.

On January 12, 2021, Goldplay completed the second tranche of the private placement consisting of the issuance of 300,000 units at a price of $0.05 per unit for aggregate gross proceeds of $15,000 (the “ January 12, 2021 Private Placement ”). The securities issued in the January 12, 2021 Private Placement contained substantially the same terms as the securities issued in the December 2020 Private Placement. No finder fees were paid for this financing.

February 2021 Financing

On February 4, 2021, Goldplay completed a private placement consisting of the issuance of 1,800,000 units at a price of $0.05 per unit for aggregate gross proceeds of $90,000 (the “ February 4, 2021 Private Placement ”). The securities issued in the February 4, 2021 Private Placement contained substantially the same terms as the securities issued in the December 2020 Private Placement. No finder fees were paid for this financing.

Goldplay Financing

On March 23, 2021, Goldplay completed the Goldplay Financing for aggregate gross proceeds of $885,602 to satisfy the initial listing requirements of the TSXV. The Goldplay Financing consisted of the issuance of 2,611,512 flowthrough units (each, a “ FT Unit ”) priced at $0.17 per FT Unit for gross proceeds of $443,957.04 and 2,944,298 nonflow-through units (each, a “ Non-FT Unit ”) priced at $0.15 per Non-FT Unit for gross proceeds of $441,644.70. Each FT Unit was comprised of one Goldplay Share issued on a flow-through basis under the Income Tax Act (Canada) and one-half of one common share purchase warrant (each whole warrant, a “ 2021 Warrant ”). Each Non-FT Unit was comprised of one Goldplay Share issued on a non-flow-through basis and one-half of one 2021 Warrant. Each 2021 Warrant entitles the holder, on exercise, to acquire one Goldplay Share at a price of $0.20 per Goldplay Share until March 23, 2022.

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The pricing for the Goldplay Financing was determined in the context of the market, with the following factors being considered by the Company in determining such pricing:

• (a) The Scottie West Property is neighboring the property of TSXV listed Scottie Resources. The market cap of Scottie Resources is approximately $25,000,000. Their Flagship project is Scottie Gold Project totaling 681.5 hectares. In comparison, Goldplay’s Scottie West Property totals 6,350 hectares. While there is significant historical exploration work complete on Scottie West Property there is currently no resource estimate on their project.

• (b) Considering the exploration potential presented by Goldplay’s Scottie West Property while recognizing its early stage in comparison to Scottie Gold, Goldplay considers the financing pricing of $0.17 per FT Unit and of $0.15 per Non-FT Unit to represent a fair valuation of its assets.

Goldplay issued a total of 198,026 broker warrants and paid a total of $32,502 as cash finder’s fees to arm’s length finders pursuant to the Goldplay Financing. The broker warrants entitle the holder to acquire up to 198,026 Goldplay Shares at a price of $0.17 per Goldplay Share until March 23, 2023.

In connection with the acquisition of the Scottie West Property, Goldplay paid $25,000 to Roughrider, from the proceeds of the November 2020 Private Placement, and issued 500,000 Goldplay Shares to Roughrider in order to acquire the Scottie West Property. The proceeds from the above mentioned private placements are intended to be used for exploration and development of the Scottie West Property and for general working capital.

Available Funds

Goldplay has a total of approximately $2,350,000 funds available following the Goldplay Financing, calculated according to the following table.

	Amount Available
Existing Working Capital	$523,606
Warrants Exercise	$940,792
Goldplay Financing	$885,602
Total Capital Available:	$2,350,000

Goldplay’s current working capital together with the proceeds from the Goldplay Financing and from the exercise of Goldplay Warrants will constitute the total cash and cash equivalents on hand of Goldplay (collectively, the “ Available Funds ”).

Principal Purposes

The following table sets out the intended use of the Available Funds. However, there may be circumstances where, for sound business reasons, a reallocation of the Available Funds may be necessary at the discretion of the Board or management. The actual amount that Goldplay spends in connection with each of the intended uses of proceeds will depend on a number of factors, including those referred to under “ Risk Factors ” of this Listing Application.

Item	Amount Allocated
Recommended Phase 1 Scottie West Property’s Exploration Program	$425,000
Transactional Costs	$120,000
G&A	$375,000
Unallocated Working Capital	$100,000
Unallocated Surplus Working Capital	$1,330,000
Total	$2,350,000

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The recommended project exploration program does not require permitting. The program is weather depended and is expected to begin in June or July 2021. Management of Goldplay estimates the program duration to be approximately one to two months. Results are depended on lab results which usually take about 30 days to complete. Therefore, the Company expects to have results from the exploration program in November or December 2021.

Considering that Goldplay raised a total of $885,602 in the Goldplay Financing, Goldplay anticipates that its liquidity, operations, capital resources and solvency will be in a good position. The additional approximately $1,330,000 in unallocated working capital is expected to improve Goldplay’s liquidity and will allow a more aggressive growth plan and, results dependent, a larger exploration plan.

The Available Funds are principally intended to fund Goldplay’s work program aimed at exploring the Scottie West Property as well as other growth opportunities aimed at further creating shareholder value. Management expects that the Available Funds will fund the Phase 1 work program budgeted in the Technical Report, which management expects will be completed in the summer of 2021. The above-noted allocation represents Goldplay’s intention with respect to its use of proceeds based on current knowledge and planning by management of Goldplay (excluding potential contingencies and any deficiencies). Actual expenditures may differ from the estimates set forth above.

Item 7: Dividends and Other Distributions

Goldplay has not declared any cash dividends or distributions since Goldplay’s formation and currently intends to retain future earnings, if any, to finance further business development. The payment of any cash dividend or distributions to shareholder of Goldplay in the future will be at the discretion of the directors of Goldplay and will depend on, among other things, the financial condition, capital requirements and earnings of Goldplay and any other factors that the directors may consider relevant. The BCBCA provides that a corporation may not declare or pay a dividend if there are reasonable grounds for believing that the corporation is, or would be after the payment of the dividend, become insolvent and unable to pay its liabilities as they become due in the ordinary course of business.

Item 8: Management’s Discussion and Analysis

The MD&As, which are incorporated by reference into this Listing Application, may be obtained from SEDAR under Goldplay’s SEDAR profile at www.sedar.com.

Item 9: Disclosure of Outstanding Security Data on Fully Diluted Basis

Goldplay Shares

The following table and the notes thereto set forth the share capital of Goldplay as of the date of the Listing Application. The following table should be read in conjunction with, and is qualified by reference to, the Financial Statements incorporated by reference in this Listing Application.

Designation of Security	Amount Authorized	Amount Outstanding as of the date of the Listing Application
Common Shares	unlimited	38,870,543(1)

(1) Assumes that no Goldplay Options or Goldplay Warrants are exercised. See below for a description of the terms of the Goldplay Options and Goldplay Warrants outstanding.

Goldplay Options

As of the date of the Listing Application, a total of 2,390,000 Goldplay Options are outstanding, which are fully vested and exercisable for up to 2,390,000 Goldplay Shares, as detailed below.

Number	Exercise Price	Expiry Date
2,100,000	$0.05(1)	January 11, 2026
290,000	$0.15(2)	March 1, 2026
2,390,000

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(1) Exercise price calculated based on the December 2020 Private Placement.

(2) Exercise price calculated based on the anticipated market price of the Goldplay Shares upon listing on the TSXV.

Goldplay Warrants

As of the date of the Listing Application, a total of 3,317,734 Goldplay Warrants are outstanding, which are exercisable for up to 3,317,734 Goldplay Shares, as detailed below.

Number 341,800(1) 198,026(2) 2,777,908(3) 3,317,734	Exercise Price	Expiry Date
	$0.05	November 6, 2022
	$0.17	March 23, 2023
	$0.20	March 23, 2022

(1) Finders’ fee warrants issued in connection with the private placement which closed on November 6, 2020. See “ Financings, Available Funds and Principal Purposes – Financings ” for details of the private placement.

(2) Finders’ fee warrants issued in connection with the Goldplay Financing which closed on March 23, 2021. See “ Financings, Available Funds and Principal Purposes – Financings ” for details of the Goldplay Financing.

(3) Consists of Goldplay Warrants issued to subscribers of the Goldplay Financing.

Item 10: Description of Securities to be Listed

The authorized capital of Goldplay consists of an unlimited number Goldplay Shares without par value. Effective December 2, 2020, the Company completed a share consolidation on the basis of ten (10) pre-consolidation Goldplay Shares for one (1) post-consolidation Goldplay Share. Unless otherwise noted herein, all Goldplay Share amounts presented have been retrospectively adjusted to reflect this consolidation.

As of the date of the Listing Application, there are a total of 38,870,543 Goldplay Shares outstanding.

Holders of Goldplay Shares are entitled to one vote per share at all meetings of shareholders, to receive dividends as and when declared by the directors and to receive a pro rata share of the assets of Goldplay available for distribution to holders of Goldplay Shares in the event of liquidation, dissolution or winding-up of Goldplay. All shares rank equally, each with the other, as to all benefits which might accrue to the holders of Goldplay Shares. The Goldplay Shares have no restrictions on transfer, other than as disclosed under the heading “ Escrowed Securities and Securities Subject to Restriction on Transfer ”.

Goldplay does not have any restricted securities.

Item 11: Consolidated Capitalization

Other than as disclosed herein, there has not been any material changes in the share and loan structure of Goldplay on a consolidated basis since the date of Goldplay’s most recently filed financial statements. The following table sets forth the consolidated capitalization of Goldplay, effective December 31, 2020, both before and after giving effect to the Goldplay Financing. This table should be read in conjunction with the Financial Statements and the MD&As incorporated by reference in this Listing Application.

	Authorized	Outstanding as at December 31, 2020	Outstanding as at December 31, 2020 after giving effect to the Goldplay Financing
Goldplay Shares	unlimited	21,806,813	38,870,543(1)
Goldplay Options	10% of the total outstanding Goldplay Shares	nil	2,390,000(2)

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	Authorized	Outstanding as at December 31, 2020	Outstanding as at December 31, 2020 after giving effect to the Goldplay Financing
Goldplay Warrants	unlimited	10,070,870	3,317,734(3)
Total (fully diluted)		33,977,683	44,578,277(4)

• (1) Includes additional Goldplay Shares issued pursuant to the January 12, 2021 Private Placement, February 4, 2021 Private Placement, the Goldplay Financing and the exercise of Goldplay Warrants. See “ Prior Sales ” below.

• (2) Comprised of Goldplay Options granted on January 11, 2021 and March 1, 2021. See “ Prior Sales ” below.

• (3) An aggregate of 10,779,070 Goldplay Warrants expired and 9,407,920 Goldplay Warrants were exercised on March 23, 2021 and March 24, 2021. Includes 2,777,908 Goldplay Warrants issued to subscribers and 198,026 Goldplay Warrants issued to finders pursuant to the Goldplay Financing. See “ Prior Sales ” below.

• (4) Assuming all Goldplay Options are exercised, all Goldplay Warrants are exercised, and no other Goldplay Shares are issued.

Item 12: Stock Option Plan

The Company adopted the Option Plan on December 5, 2019. The Option Plan has been approved by the Board and by the shareholders of the Company and is also subject to the approval of the applicable securities regulatory authorities.

The Option Plan was established in accordance with the policies of the TSXV. The purpose of the Option Plan is to attract and motivate the directors, officers and employees of the Company and any subsidiaries, employees of any management corporation and consultants to the Company (collectively, “ Optionees ”) and thereby advance the Company’s interests by providing them an opportunity to acquire an equity interest in the Company through the exercise of Goldplay Options granted to them under the Option Plan.

Pursuant to the Option Plan, the Board may grant Goldplay Options to Optionees in consideration of them providing their services to the Company or a subsidiary. The number of Goldplay Shares subject to each Goldplay Option is determined by the Board or a committee comprised of members of the Board within the guidelines established by the Option Plan. The Goldplay Options enable such persons to purchase Goldplay Shares at a price fixed pursuant to such guidelines. The Goldplay Options are exercisable by the Optionee giving the Company notice and payment of the exercise price for the number of Goldplay Shares to be acquired. The Option Plan is summarized in the table below.

Key Terms	Summary
Administration	The Option Plan is administered by the Board or by a special committee of directors appointed from time to time by the Board.
Stock Exchange Rules	All Options granted pursuant to the Option Plan are subject to applicable rules and policies of any stock exchange or exchanges on which the Goldplay Shares are/will be listed and any other regulatory body having jurisdiction.
Common Shares Shares Subject to Plan	The aggregate number of Goldplay Shares issuable upon the exercise of all Options granted under the Option Plan is not to exceed 10% of the issued and outstanding Goldplay Shares from time to time. If any Option granted under the Option Plan expires for any reason without being exercised, the unpurchased Goldplay Shares are available for the purpose of the Option Plan.

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Key Terms	Summary
Eligibility	Directors, officers, consultants and employees of the Company or its subsidiaries, and employees of a person or company which provides management services to the Company or its subsidiaries are eligible to participate in the Option Plan. Subject to compliance with requirements of the applicable regulators, participants may elect to hold Options granted to them in an incorporated entity wholly owned by them and such entity is bound by the Option Plan in the same manner as if the Options were held by the participant.
Number of Optioned Shares	No single participant may be granted Options to purchase a number of Goldplay Shares equaling more than 5% of the issued Goldplay Shares in any 12-month period unless the Company has obtained disinterested Goldplay Shareholder approval in respect of such grant and meets applicable regulatory requirements. Options shall not be granted if the exercise thereof would result in the issuance of more than 2% of the issued Goldplay Shares in any 12-month period to a consultant of the Company (or any of its subsidiaries). Options shall not be granted if the exercise thereof would result in the issuance of more than 2% of the issued Goldplay Shares in any 12-month period to persons employed to provide investor relations activities. Options granted to consultants performing investor relations activities will contain vesting provisions such that vesting occurs over a minimum of 12 months with no more than 1/4 of the Options vesting in any three- month period.
Exercise Price	The exercise price of the Goldplay Shares subject to each Option shall be determined by the Board, subject to approval by the regulators (if applicable), at the time any Option is granted.
Vesting and Exercise Period	Each Option and all rights thereunder shall expire on the date set out in an Option agreement, provided that in no circumstances shall the duration of an Option exceed the maximum term permitted by the applicable regulators. If any Options expire during a period when trading of the Company’s securities by certain persons as designated by the Company is prohibited or within ten business days after the end of such a period, the term of those Options will be extended to ten business days after the end of the prohibited trading period, unless such extension is prohibited by any applicable law or the policies of the applicable regulators.
Cessation of Employment	If a participant ceases to be a director, officer, consultant or employee of the Company, or its subsidiaries, or ceases to be a management company employee, for any reason (other than death), such participant may exercise their Option to the extent that the participant was entitled to exercise it at the date of such cessation, provided that such exercise must occur within 90 days after the participant ceases to be a director, officer, consultant or employee, or a management company employee, unless such participant was engaged in investor relations activities, in which case such exercise must occur within 30 days after the cessation of the participant’s services to the Company.
Death of Participant	In the event of the death of a participant, the Option previously granted shall be exercisable only within 12 months after such death and only if and to the extent that such participant was entitled to exercise the Option at the date of death.
Effective Date of Option Plan	The Option Plan has been adopted by the Board subject to the approval of the applicableregulators and,ifso approved, subject tothe discretionof

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Key Terms	Summary
	the Board, the Option Plan will become effective upon approval at the next general meeting of the shareholders of the Company.

As it is a requirement of the TSXV that rolling stock option plans must receive shareholder approval yearly at a company’s annual shareholder meeting, shareholder approval to the Company’s Option Plan was obtained at the Company’s Annual and Special General Meeting held on January 28, 2021. The foregoing information is a brief description of the Option Plan and is qualified in its entirety by the full text of the Option Plan attached as Schedule “C” to the Goldplay Information Circular filed on SEDAR under Goldplay’s profile and incorporated by reference herein.

There are currently 2,390,000 Goldplay Options outstanding, which Goldplay Options are subject to the terms of the Option Plan and the rules and policies of the TSXV.

Particulars of Stock Options Granted to Executive Officers and Directors

Name	Number of Goldplay Shares underlying unexercised Goldplay Options	Goldplay Option Exercise Price	Goldplay Option Expiry Date
Catalin Kilofliski, CEO and Director	1,000,000	$0.05	January 11, 2026
Mihai Draguleasa, CFO	200,000	$0.05	January 11, 2026
Deepak Malhotra, Director	400,000	$0.05	January 11, 2026
John Paul (JP) Dau, Director	200,000	$0.05	January 11, 2026
Andrew Marshall, Director	300,000	$0.05	January 11, 2026
Lisa Stewart, Director	145,000	$0.15	March 1, 2026
TOTAL	2,245,000	-	-

An additional 145,000 Goldplay Options are held by a consultant of Goldplay, which are exercisable for up to 145,000 Goldplay Shares at an exercise price of $0.15 per Goldplay Share until March 1, 2026.

Item 13: Prior Sales

Prior Sales

The following table sets out the number of Goldplay Shares, Goldplay Warrants and Goldplay Options issued by Goldplay during the twelve-month period before this Listing Application:

Date of issuance or sale of common shares of the Company, or grant of warrants or stock options by the Company	Price per common share of the Company, exercise price or conversion price per warrant or stock option granted by the Company (as applicable) ($)	Number of common shares issued or sold	Number of warrants issued(1)	Number of stock options granted	Reasons for issuance, sale or grant of securities
Outstanding at January 1, 2020	Various	2,041,073	0	0	Events prior to January 1, 2020

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Date of issuance or sale of common shares of the Company, or grant of warrants or stock options by the Company	Price per common share of the Company, exercise price or conversion price per warrant or stock option granted by the Company (as applicable) ($)	Number of common shares issued or sold	Number of warrants issued(1)	Number of stock options granted	Reasons for issuance, sale or grant of securities
6-Nov-20	$0.05	13,281,340	0	0	November 6, 2020 Private Placement
6-Nov-20	$0.05	184,400	0	0	November 6, 2020 Private Placement – finder fees shares
6-Nov-20	$0.05	0	341,800	0	November 6, 2020 Private Placement – finder warrants
6-Nov-20	$0.10	0	6,640,670	0	November 6, 2020 Private Placement Warrants
19-Nov-20	$0.05	4,100,000	0	0	November 19, 2020 Private Placement
19-Nov-20	$0.10	0	2,050,000	0	November 19, 2020 Private Placement Warrants
19-Nov-20	$0.10	0	188,400	0	November 19, 2020 Private Placement – finder warrants
26-Nov-20	$0.05	500,000	0	0	Scottie West Property Option Payment (Shares)
22-Dec-20	$0.05	1,700,000	0	0	December 22, 2020 Private Placement
22-Dec-20	$0.10	0	850,000	0	December 22, 2020 Private Placement Warrants
11-Jan-21	$0.05	0	0	2,100,000	Goldplay Options granted to executive officers and directors of Goldplay(2)
12-Jan-21	$0.05	300,000	0	0	January 12 2021 Private Placement
12-Jan-21	$0.10	0	150,000	0	January 12, 2020 Private Placement Warrants
04-Feb-2021	$0.05	1,800,000	0	0	February 4, 2021 Private Placement
04-Feb-2021	$0.10	0	900,000	0	February 4, 2021 Private Placement
01-Mar-2021	$0.15	0	0	290,000	Goldplay Options granted to directors and consultants of Goldplay(3)
23/24-Mar-2021	$0.10	9,407,920	(10,779,070)	0	Goldplay Warrants exercised and expired
23-Mar-2021	$0.15	2,944,298	0	0	Goldplay Financing – non- flow-through Goldplay Shares

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Date of issuance or sale of common shares of the Company, or grant of warrants or stock options by the Company	Price per common share of the Company, exercise price or conversion price per warrant or stock option granted by the Company (as applicable) ($)	Number of common shares issued or sold	Number of warrants issued(1)	Number of stock options granted	Reasons for issuance, sale or grant of securities
23-Mar-2021	$0.17	2,611,512	0	0	Goldplay Financing – flow- through Goldplay Shares
23-Mar-2021	$0.20	0	2,777,908	0	Goldplay Financing – Goldplay Warrants
23-Mar-2021	$0.17	0	198,026	0	Goldplay Financing – broker warrants
Total		38,870,543	3,317,734	2,390,000

(1) See “ Financings, Available Funds and Principal Purposes - Financings ” for details of the terms of the Goldplay Warrants.

(2) Each Goldplay Option is exercisable to acquire one Goldplay Share at an exercise price of $0.05 per Goldplay Share until January 11, 2026. See “ Stock Option Plan – Particulars of Stock Options Granted to Executive Officers and Directors” .

(3) Each Goldplay Option is exercisable to acquire one Goldplay Share at an exercise price of $0.15 per Goldplay Share until March 1, 2026. See “ Stock Option Plan – Particulars of Stock Options Granted to Executive Officers and Directors” .

Trading Price and Volume

The Goldplay Shares are not currently traded or quoted on any public markets, including any Canadian marketplace. Goldplay is applying to list the Goldplay Shares on the TSXV under the symbol “AUC”. Such listing will be subject to Goldplay fulfilling all of the minimum listing requirements of the TSXV and obtaining approval of the TSXV. There can be no assurance that the Goldplay Shares will be listed on the TSXV.

Item 14: Escrowed Securities and Securities Subject to Restriction on Transfer

Escrowed Securities

Upon listing of the Goldplay Shares on the TSXV, an aggregate of 4,200,000 Goldplay Shares and 2,245,000 Goldplay Options held by Principals (as defined in the policies of the TSXV) of Goldplay will be subject to the escrow requirements of the TSXV as set out below:

Name	Designation of Class	Number of Shares to be held in escrow	Percentage of Class(1)
Catalin Kilofliski	Goldplay Shares	1,250,000	3.22%
Amalia Kilofliski	Goldplay Shares	600,000	1.54%
Mihai Draguleasa	Goldplay Shares	200,000	0.51%
Deepak Malhotra	Goldplay Shares	1,400,000	3.60%
Andrew Marshall	Goldplay Shares	480,000	1.23%
Lisa Stewart	Goldplay Shares	270,000	0.69%
TOTAL		4,200,000	10.79%

(1) Calculated on an undiluted basis based on 38,870,543 Goldplay Shares issued and outstanding.

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Name	Designation of Class	Number of Options to be held in escrow	Percentage of Class(1)
Catalin Kilofliski	Goldplay Options	1,000,000	41.84%
Mihai Draguleasa	Goldplay Options	200,000	8.37%
Deepak Malhotra	Goldplay Options	400,000	16.74%
Andrew Marshall	Goldplay Options	300,000	12.55%
John Paul Dau	Goldplay Options	200,000	8.37%
Lisa Stewart	Goldplay Options	145,000	6.07%
TOTAL		2,245,000	93.94%

(1) Calculated based on 2,390,000 Goldplay Options outstanding.

The aggregate 4,200,000 Goldplay Shares and 2,245,000 Goldplay Options set out in the tables above will be deposited in escrow with TSX Trust Company pursuant to a 36-month surplus security escrow agreement (the “ Surplus Escrow Agreement ”), and will be released as follows:

% of Securities Released from Escrow	Release Date
5%	At the time of Final Exchange Bulletin
5%	6 months from Final Exchange Bulletin
10%	12 months from Final Exchange Bulletin
10%	18 months from Final Exchange Bulletin
15%	24 months from Final Exchange Bulletin
15%	30 months from Final Exchange Bulletin
40%	36 months from Final Exchange Bulletin

Any Goldplay Shares acquired by the Principals of Goldplay upon exercise of Goldplay Options will be placed in escrow.

Seed Share Resale Restrictions

Pursuant to TSXV Policy 5.4 – Escrow, Vendor Consideration and Resale Restrictions , certain non-Principal shareholders of Goldplay will be subject to Seed Share Resale Restrictions (“ SSRRs ”), as defined in the TSXV polices. SSRRs are TSXV hold periods of various lengths which apply where seed shares are issued to non-principals prior to listing. The terms of the SSRRs are based on the length of time such Goldplay Shares have been held and the price at which such Goldplay Shares were originally issued.

There are 161 non-Principal holders of Goldplay Shares who hold an aggregate of 10,626,020 Goldplay Shares, representing 27.24% of the total Goldplay Shares, based on 38,870,543 Goldplay Shares outstanding following completion of the Goldplay Financing, which will be subject to SSRRs. A legend will be placed on these Goldplay Shares with the applicable hold period.

Other than as disclosed above, no other securities of Goldplay are held in escrow or are anticipated to be held in escrow.

Item 15: Principal Securityholders

To the knowledge of the directors and executive officers of Goldplay, and based on existing information as of the date hereof, no person or company, beneficially own, or control or direct, directly or indirectly, voting securities of Goldplay

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carrying 10% or more of the voting rights attached to any class of voting securities of Goldplay as of the date of the Listing Application.

Item 16: Directors and Executive Officers

The following table sets forth certain information with respect to each director and executive officer of Goldplay:

Name, Province/State and Country of Ordinary Residence and Position(1)(2)	Principal occupation, business or employment during the past five years(2)	Term of Service as a Director of Goldplay(1)	Number of Goldplay Shares Beneficially Owned, Controlled Or Directed, Directly or Indirectly(3)	Percentage of number of Goldplay Shares issued and outstanding as of the date of the Listing Application
Catalin Kilofliski (4) (6) British Columbia, Canada President , CEO and Director,	President & CEO of Goldplay Mining Inc. (formerly Industria Metals Inc.) from July 4, 2018 to present; Director Corp Dev for TSXV Listed Tudor Gold Corp from Apr 2019 until Oct 2020; CEO of TSXV Listed Canagold Corp., from January 10, 2014 – June 28, 2018; Director of Corp Dev with TSXV listed Aurcana Corporation from October 2012 – January 2014.	Since March 29, 2020	1,250,000	3.22%
Deepak Malhotra (5) (6) Colorado, United Sates Director, Chairman of the Board, Chairman of the Compensation Committee	World-renowned mineral processing expert with over 48 years of mining industry experience; from July 2018 to present, President of Prosolve Consulting, a mining focused advisory firm; From 1990 to 2018 President of Resource Development Inc. a mineral testing and advisory company.	Since November 30, 2020	1,400,000	3.60%
John Paul (JP) Dau (4) (5) (6) Alberta, Canada Director, Chairman of the Governance, Nominating, Environment and Health & Safety Committee	Director of TSXV listed TDG Gold from Aug 2018 to present; President and co-founder of TSXV listed Angkor Resources from 2012 to 2018	Since November 6, 2020	Nil	Nil
Andrew Marshall(4) (5) (6) British Columbia, Canada Director and Chairman of Audit Committee	CFO of TSX listed First Mining Gold Corp. from 2016 to present; Over 15 years of experience in public company corporate governance, capital markets and technical oversight.	Since December 10, 2020	580,000	1.49%

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Name, Province/State and Country of Ordinary Residence and Position(1)(2)	Principal occupation, business or employment during the past five years(2)	Term of Service as a Director of Goldplay(1)	Number of Goldplay Shares Beneficially Owned, Controlled Or Directed, Directly or Indirectly(3)	Percentage of number of Goldplay Shares issued and outstanding as of the date of the Listing Application
Lisa Stewart British Columbia, Canada Director	Partner at a national Canadian law firm, Bennett Jones LLP; over 15 years of experience advising public and private companies on a broad range of matters, including corporate finance, mergers and acquisitions, corporate governance, continuous disclosure matters and other regulatory requirements.	Since February 3, 2021	270,000	0.69%
Mihai Draguleasa British Columbia, Canada CFO and Corporate Secretary	Principal at Lazuli CPA Inc since January 2020; Chartered Professional Accountant with over 10 years of public accounting experience including working at multinational public accounting firms Deloitte and Ernst & Young.	N/A	230,000	0.59%

(1) Directors serve until the earlier of the next annual general meeting or their resignation.

(2) The information as to residence and principal occupation, not being within the knowledge of Goldplay, has been furnished by the respective directors and officers individually.

(3) The information as to securities beneficially owned or over which a director or officer exercises control or direction, not being within the knowledge of Goldplay, has been furnished by the respective directors and officers individually. (4) Member of Audit Committee.

(5) Member of Compensation Committee.

(6) Member of Governance, Nominating, Environment and Health & Safety Committee.

The directors and executive officers of Goldplay as a group, beneficially own, directly or indirectly, or exercise control or direction over an aggregate of 3,730,000 Goldplay Shares, representing 9.60% of the issued and outstanding Goldplay Shares as of the date of this Listing Application.

Management of Goldplay

The principal occupations of each of the directors and executive officers of Goldplay within the past five years are disclosed in the table above.

Catalin Kilofliski – President, Chief Executive Officer and Director

Mr. Kilofliski, age 46, has over 25 years of senior leadership and extensive expertise in mining, senior management, capital markets and corporate development within several publicly listed junior exploration companies. Most recently, he has served as the Director, Corporate Development for TSXV listed Tudor Gold Corp. and was instrumental in growing the company from $30 million to over $500 million in market capitalization. Prior to that, he was the CEO of TSX listed Canagold Resources Ltd. (formerly Canarc Resource Corp.) and served as Director, Corporate Development for TSX listed Aurcana Corporation and Selwyn Resources Ltd. In the last decade he has helped raise over $300M in equity, debt and joint-venture capital and was instrumental in creating significant shareholder value for various junior mining companies.

Based in Vancouver, BC, Canada, Mr. Kilofliski’s academic background includes earning a BA degree in Business Administration and Finance from the University of Economics, Bucharest, Romania.

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Mr. Kilofliski is not currently employed nor compensated by Goldplay for his roles as director and CEO. In the event that the Listing Application is successful, he is expected to commit 100% of his time to Goldplay’s business as CEO and Director. He has not executed a non-competition or non-disclosure agreement with Goldplay.

Deepak Malhotra – Director and Chairman of the Board

Mr. Malhotra, age 72, is a world-renowned mineral processing expert with over 40 years of mining industry experience. He holds a Ph.D, in Mineral Economics and a M.S. in Metallurgical Engineering. He has managed projects in research, process development for new projects, processing plant troubleshooting, plant audits, detailed engineering and overall business management. He has helped commercialize tens of mineral processing plants with capital ranging from $15 to $750M and has performed more than twenty-five audits of mining operations worldwide. He holds four patents and has published over 60 articles and edited several books.

Mr. Malhotra will not work full time for Goldplay but will devote such time as is required in connection with his duties. Management of Goldplay does not anticipate that Mr. Malhotra will enter into a non-competition or nondisclosure agreement with Goldplay.

John Paul (JP) Dau – Director

Mr. Dau, age 43, is an established professional with significant international operating experience in the mining industry. Mr. Dau’s accomplished role as an entrepreneurial executive in both the private and public sectors has garnered a niche for project generation. He has a unique ability to source and structure deals by leveraging strategic relationships, operational knowledge of foreign jurisdictions, understanding of M&A transactions and IPO transitions. Mr. Dau is a director of TDG Gold Corp. He was also President and co-founder of Angkor Gold, a junior explorer that acquired and developed numerous mining assets in Asia.

Mr. Dau will not work full time for Goldplay but will devote such time as is required in connection with his duties. Management of Goldplay does not anticipate that Mr. Dau will enter into a non-competition or non-disclosure agreement with Goldplay.

Andrew Marshall – Director and Chairman of the Audit Committee

Mr. Marshall, age 41, is a Chartered Accountant and Chartered Financial Analyst with over 15 years of experience in public company corporate governance, capital markets and technical oversight. He is currently the Chief Financial Officer of First Mining Gold where he assisted in building the company’s gold project portfolio during its initial period of growth in 2015 when it acquired eight companies in just over one year. Prior to this, Mr. Marshall held roles at two Vancouver based TSX/NYSE MKT-listed silver mining companies with operations in Mexico and Canada. He began his career in public company auditing and assurance with PricewaterhouseCoopers LLP, training in the London technology, entertainment and mining practice before moving to Vancouver and joining their mining practice in 2008. Mr. Marshall graduated from the University of Newcastle-Upon-Tyne in England with a BA (Hons).

Mr. Marshall will not work full time for Goldplay but will devote such time as is required in connection with his duties. Management of Goldplay does not anticipate that Mr. Marshall will enter into a non-competition or nondisclosure agreement with Goldplay.

Lisa Stewart – Director

Ms. Stewart, age 42, is a partner at a national Canadian law firm, Bennett Jones LLP, and has over 15 years of experience advising public and private companies on a broad range of matters, including corporate finance, mergers and acquisitions, corporate governance, continuous disclosure matters and other regulatory requirements. Ms. Stewart

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holds a Bachelor of Laws degree from the University of British Columbia and is a member of the Law Society of British Columbia.

Ms. Stewart will not work full time for Goldplay but will devote such time as is required in connection with her duties. Management of Goldplay does not anticipate that Ms. Stewart will enter into a non-competition or non-disclosure agreement with Goldplay.

Mihai Draguleasa – CFO and Corporate Secretary

Mr. Draguleasa, age 41, is a Chartered Professional Accountant (CPA) with over 10 years of accounting experience. He earned his CPA in Vancouver, British Columbia while working in the multinational public accounting firms Deloitte LLP and Ernst & Young LLP. His mining related financial work experience at Deloitte and Ernst & Young included due diligence reviews, audits, and tax recoveries projects for large and medium mining companies. He is the principal of Lazuli CPA Inc, a professional accounting corporation providing tax, financial statement compilation and other accounting related consulting services to small businesses based in British Columbia. He holds a bachelor’s degree in engineering from the University of Transylvania in Romania.

Mr. Draguleasa will not work full time for Goldplay but will devote such time as is required in connection with his duties as CFO and Corporate Secretary. He has not executed a non-competition or non-disclosure agreement with Goldplay.

Other Reporting Issuer Experience

The following table sets out information for the directors and officers of Goldplay that are, or have been within the five years prior to the date hereof, directors or officers of other reporting issuers:

	Name and Jurisdiction of	Name of
Name	Reporting Issuer	Trading Market	Position	From	To
Catalin Kilofliski	Tudor Gold Corp.	TSXV	Director,	April 2019	October
			Corporate		2020
			Development
	Canagold Resources Ltd.	TSX	CEO	January 2014	June
					2018
	Aurcana Corporation	TSXV	Director,	January 2011	January
			Corporate		2014
			Development
	Selwyn Resources Ltd.	TSX	Director,	March	January
			Corporate	2010	2011
			Development
	Anacott Resources Corp.	N/A	Director	December	current
				2016
Deepak Malhotra	Canagold Resources Ltd.	TSX	Director	May 2015	current
	Cardero Resource Corp.	TSXV	Director	June 2016	current
John Paul (JP) Dau	TDG Gold Corp.	TSXV	Director	April 2019	current
	AngkorResources Corp	TSXV	President and	March 2012	April
			co-founder		2019
Andrew Marshall	First Mining Gold Corp.	TSX	CFO	Sep 2016	current

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Cease Trade Orders, Bankruptcies, Penalties or Sanctions

To the knowledge of Goldplay, no director or executive officer is, as at the date of this Listing Application, or has been, within ten years before the date of this Listing Application, a director, chief executive officer or chief financial officer of any company (including Goldplay) that:

• (a) was the subject, while the director was acting in that capacity as a director, chief executive officer or chief financial officer of such company, of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days; or

• (b) was subject to a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued after the director ceased to be a director, chief executive officer or chief financial officer but which resulted from an event that occurred while the director was acting in the capacity as director, chief executive officer or chief financial officer of such company; or is, as at the date of this Listing Application,

To the knowledge of Goldplay, no or executive officer of Goldplay, or a shareholder holding a sufficient number of securities of Goldplay to affect materially the control of Goldplay:

• (a) is, as at the date of the Listing Application, or has been within 10 years before the date of this Listing Application, a director or executive officer of any company (including Goldplay) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or

• (b) has, within the 10 years before the date of this Listing Application, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director;

To the knowledge of Goldplay, none of the directors or executive officers (or any of their personal holding companies) or a shareholder holding a sufficient number of securities of Goldplay to affect materially the control of Goldplay have been subject to:

• (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or

• (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable security holder in deciding whether to make an investment decision in Goldplay.

Conflicts of Interest

There are potential conflicts of interest to which the directors and officers of Goldplay will be subject in connection with the operations of Goldplay. In particular, certain of the directors and officers of Goldplay are involved in managerial or director positions with other mining companies whose operations may, from time to time, be in direct competition with those of Goldplay or with entities which may, from time to time, provide financing to, or make equity investments in, competitors of Goldplay. Conflicts, if any, will be subject to the procedures and remedies available under the BCBCA. The BCBCA provides that, in the event that a director has an interest in a contract or proposed contract or agreement, the director shall disclose his interest in such contract or agreement and shall refrain from voting on any matter in respect of such contract or agreement unless otherwise provided by the BCBCA. As at the date of this Listing Application, Goldplay is not aware of any existing or potential material conflicts of interest between Goldplay and any director or officer of Goldplay.

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Item 17: Executive Compensation

Statement of Executive Compensation

Director and Named Executive Officer Compensation

For the purposes of this Listing Application, “Named Executive Officer” or “NEO” means each of the following individuals: (a) each individual who, in respect of the Company, during any part of the most recently completed financial year, served as chief executive officer, including an individual performing functions similar to a chief executive officer (“ CEO ”); (b) each individual who, in respect of the Company, during any part of the most recently completed financial year, served as chief financial officer, including an individual performing functions similar to a chief financial officer (“ CFO ”); (c) in respect of the Company and its subsidiaries, the three most highly compensated executive officers other than the individuals identified in paragraphs (a) and (b) at the end of the most recently completed financial year regardless of the amount of salary and/or bonus earned by the individuals, for that financial year; (d) each individual who would be a named executive officer under paragraph (c) but for the fact that the individual was not an executive officer of the Company, and was not acting in a similar capacity, at the end of that financial year.

During the Company’s financial year ended December 31, 2020, the following individuals were the Named Executive Officers of the Company:

• Catalin Kilofliski, President, CEO and a director

• Mihai Draguleasa, CFO and Corporate Secretary

• Deepak Malhotra, Chairman and a director

• Walter Coles, Jr., former CEO and former director

• Andrew MacRitchie, former CFO

The following disclosure sets out the compensation that the Company intended to pay, make payable, award, grant give or otherwise provide to each NEO and director for the financial years ended December 31, 2020 and 2019.

Director and Named Executive Officer Compensation, Excluding Compensation Securities

Table of Compensation Excluding Compensation Securities

For each NEO and director, the following table contains a summary of the compensation paid to him/her for each of the Company’s two most recently completed financial years:

For each NEO and director, the following table contains a summary of the compensation paid to him/her for each of the Company’s two most recently completed financial years:	For each NEO and director, the following table contains a summary of the compensation paid to him/her for each of the Company’s two most recently completed financial years:	For each NEO and director, the following table contains a summary of the compensation paid to him/her for each of the Company’s two most recently completed financial years:	For each NEO and director, the following table contains a summary of the compensation paid to him/her for each of the Company’s two most recently completed financial years:	For each NEO and director, the following table contains a summary of the compensation paid to him/her for each of the Company’s two most recently completed financial years:	For each NEO and director, the following table contains a summary of the compensation paid to him/her for each of the Company’s two most recently completed financial years:	For each NEO and director, the following table contains a summary of the compensation paid to him/her for each of the Company’s two most recently completed financial years:	For each NEO and director, the following table contains a summary of the compensation paid to him/her for each of the Company’s two most recently completed financial years:
		Table of compensation		excluding compensation securities
Name and position	Year(1)	Salary, consulting fee, retainer or commission ($)(2)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)(3)
Walter Coles, Jr.,(4)(13) Former Director and Former CEO	2019 2020	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Catalin Kilofliski(4)(5) President, CEO and Director	2019 2020	$10,429 Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	$10,429 $0

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Table of compensation excluding compensation securities

Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities
Name and position	Year(1)	Salary, consulting fee, retainer or commission ($)(2)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)(3)
Andrew MacRitchie(6) Former CFO	2019 2020	$ 22,800 $22,000	Nil Nil	Nil Nil	Nil Nil	Nil Nil	$ 22,800 $22,000
Mihai Draguleasa(7) CFO and Corporate Secretary	2019 2020	Nil $10,000	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Joseph E. Mullin(4)(8) Former Director	2019 2020	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Fletcher Morgan(4)(9) Former Director	2019 2020	1,200 3,600	Nil Nil	Nil Nil	Nil Nil	Nil Nil	1,200 3,600
John-Paul (JP) Dau(4)(10) Director	2019 2020	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Deepak Malhotra(4)(11) Director and Chairman	2019 2020	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Andrew Marshall(12) Director	2019 2020	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil

• (1) January 1 to December 31 of the year listed.

• (2) Includes the dollar value of cash and non-cash base salary earned during the financial year covered.

• (3) These amounts include the dollar value of total compensation for the covered year. This is the sum of all amounts reported in columns with footnote 2 above for each NEO and executive officer.

• (4) Except as set forth above, the directors of Goldplay do not receive any compensation as directors of Goldplay, however, they are reimbursed for all reasonable expenses incurred in order to attend meetings of the Board or any committee of the Board.

• (5) Amounts owed for the services of Catalin Kilofliski were invoiced by ACA Management Consulting Company.

• (6) Amounts owed for the services of Andrew MacRitchie were invoiced by Anacott Resources Corp. Additional amounts were also paid and payable to Anacott for services of other individuals who provided administrative assistance to the Company.

• (7) Mihai Draguleasa was appointed CFO of the Company on November 30, 2020. Amounts owed for services of Mihai Draguleasa were invoiced by Lazuli CPA Inc.

• (8) Joseph E. Mullin resigned as a director on November 30, 2020.

• (9) Fletcher Morgan resigned as a director on November 12, 2020. Amounts owed for the services of Fletcher Morgan were invoiced by Elemental Capital Partners LLP

• (10) JP Dau was appointed to the Board on November 6, 2020.

• (11) Deepak Malhotra was appointed to the Board on November 30, 2020.

• (12) Andrew Marshall was appointed to the Board on December 10, 2020.

• (13) Walter Coles, Jr. resigned as a director and Chairman on February 18, 2020.

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Stock Options and other Compensation Securities

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

Stock Option Plans and other Incentive Plans

Goldplay established the Option Plan for its directors, officers, employees and consultants during the financial year ended December 31, 2019, namely on December 5, 2019. Pursuant to the Option Plan, the Board may grant Options to optionees in consideration of them providing their services to the Company or a subsidiary. The number of Goldplay Shares subject to each Option is determined by the Board or a committee comprised of members of the Board within the guidelines established by the Option Plan. The Options enable such persons to purchase Goldplay Shares at a price fixed pursuant to such guidelines. The Options are exercisable by the Optionee giving the Company notice and payment of the exercise price for the number of Shares to be acquired. The Board’s approach to granting Options is consistent with prevailing practice in the mineral exploration industry. The granting of Options will depend on the length of service of the NEO and directors. There are no formulae followed or performance goals or significant conditions which must be met before Options will be granted.

In accordance with the policies of the TSXV, “rolling 10% stock option plans” must be approved annually at the annual meeting of a company’s shareholder meeting. Accordingly, Goldplay has received the approval of the Goldplay Shareholders to the ratification of the Option Plan at its Annual and Special General Meeting held on January 28, 2021. See “Stock Option Plan” for a summary description of the Option Plan.

Employment, Consulting and Management Agreements

There are no formal employment, consulting or management agreements in place as of December 30 2020 or arrangements under which compensation was provided during the financial year ended December 30, 2020.

Oversight and Description of Director and Named Executive Officer Compensation

The Board is responsible for establishing and monitoring Goldplay’s long-range plans and programs for attracting, retaining, developing and motivating employees. The Board reviews recommendations for the appointment of persons to senior executive positions, considers terms of employment including succession planning and matters of compensation.

For the period from the Company’s incorporation to the date of this Listing Application, only minimal compensation was paid to any of the officers or directors of the Company. Reference is made, however, to the related party note of the Financial Statements which are filed on SEDAR under the Company’s profile and incorporated by reference herein which outlines amounts owed (but unpaid) to officers of the Company. The executive officers and directors will be reimbursed for expenses incurred on the Company’s behalf. See “Executive Compensation – Director and Named Executive Officer Compensation” for further details.

The Compensation Committee shall assist the Board in: determining appropriate compensation levels for the Company’s executive officers; evaluating officer and director compensation plans, policies and programs; reviewing benefit plans for officers and employees.

The Compensation Committee of the Board will periodically review the adequacy and form of the compensation of the directors and executive officers and ensure that the compensation realistically reflects the responsibilities and risks involved in being an effective director and executive officer, and to report and make recommendations to the Board accordingly.

Pension Plan Benefits

The Company has no pension plans that provide for payments or benefits to any NEO or director at, following or in connection with retirement. The Company also does not have any deferred compensation plans relating to any NEO or director.

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Termination and Change of Control Benefits

The Company does not have any pension or retirement plan which is applicable to the NEOs. The Company has not provided compensation, monetary or otherwise, during the most recently completed financial year, to any person who now or previously has acted as a NEO of the Company, in connection with or related to the retirement, termination or resignation of such person, and the Company has provided no compensation to any such person as a result of a change of control of the Company. The Company is not party to any compensation plan or arrangement with an NEO resulting from the resignation, retirement or termination of employment of any such person.

Item 18: Indebtedness of Directors and Executive Officers

None of the directors, executive officers of the Company or any of its subsidiaries, or associates of such persons is or has been indebted to the Company (other than routine indebtedness) in excess of $50,000 at any time for any reason whatsoever, including the purchase of securities of the Company or any of its subsidiaries as of the date of the Listing Application.

Item 19: Audit Committees and Corporate Governance

Audit Committee

Under National Instrument 52-110 – Audit Committees (“ NI 52-110 ”) reporting issuers in those jurisdictions which have adopted NI 52-110 are required to provide disclosure with respect to its audit committee including the text of the audit committee’s charter, composition of the committee, and the fees paid to the external auditor.

Audit Committee Charter

Goldplay’s Audit Committee is governed by the Audit Committee Charter. A copy of the Audit Committee Charter is attached hereto as Schedule “A” and is also available on SEDAR under Goldplay’s profile at www.sedar.com.

Composition of the Audit Committee

Goldplay’s Audit Committee is currently comprised of three directors, Andrew Marshall (chair of the Audit Committee), Catalin Kilofliski and JP Dau. As defined in NI 52-110, two of the members of the Audit Committee are “independent”. Catalin Kilofliski is not considered independent as he is the CEO of Goldplay. Also as defined in NI 52-110, all of the Audit Committee members are “financially literate”.

Relevant Education and Experience

All Audit Committee members have the ability to read and understand financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by Goldplay’s financial statements and are therefore considered financially literate. See “ Directors and Executive Officers” for a description of the experience of the Audit Committee members.

Audit Committee Oversight

Since the commencement of Goldplay’s most recently completed financial year, the Board has not failed to adopt a recommendation of the Audit Committee to nominate or compensate an external auditor.

Subject to the requirements of NI 52-110, the engagement of non-audit services is considered by the Company’s Audit Committee and, where applicable, by the Board, on a case-by-case basis.

Reliance on Certain Exemptions

At no time since the commencement of Goldplay’s most recently completed financial year has Goldplay relied on the exemption in Section 2.4 of NI 52-110 ( De Minimis Non-audit Services ), the exemptions in Subsection 6.1.1(4) ( Circumstance Affecting the Business or Operations of the Venture Issuer) , Subsection 6.1.1(5) (Events Outside Control of Member) , Subsection 6.1.1(6) (Death, Incapacity or Resignation) or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110 ( Exemptions) .

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Pre-Approval Policies and Procedures

No specific policies or procedures have been adopted with respect to the provision of non-audit services by Goldplay’s external auditor although, under Goldplay’s Audit Committee Charter, such services are required to be approved by the Audit Committee.

External Auditor Service Fees

In the table below, “audit fees” are fees billed by Goldplay’s external auditor for services provided in auditing Goldplay’s annual financial statements for the subject year. “Audit-related fees” are fees not included in audit fees that are billed by the auditor for assurance and related services that are reasonably related to the performance of the audit or review of Goldplay’s financial statements. “Tax fees” are fees billed by the auditor for professional services rendered for tax compliance, tax advice and tax planning. “All other fees” are fees billed by the auditor for products and services not included in the foregoing categories.

The fees billed to Goldplay by its auditor for the last two fiscal years, by category, are as follows:

Financial Year End	Audit Fees(1)	Audit Related Fees(2)	Tax Fees(3)	All Other Fees(4)
December 31, 2019	$7,579.30	$6,500	$1,000	$79.30
December 31, 2020	$7,882.96	$6,800	$1,000	$82.96

(1) The aggregate fees billed by the Company’s external auditor

(2) The aggregate fees billed in each of the last two fiscal years for assurance and related services by the Company’s external auditor that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under “Audit Fees”.

(3) The aggregate fees billed in each of the last two fiscal years for professional services rendered by the Company’s external auditor for tax compliance, tax advice and tax planning.

(4) The aggregate fees billed in each of the last two fiscal years for products and services provided by the Company’s external auditor, other than the services reported under clauses 1, 2 and 3 above.

Exemption

Goldplay is relying on the exemption provided by section 6.1 of NI 52-110, which provides that Goldplay, as a venture issuer, is not required to comply with Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations) of NI 52-110.

Corporate Governance

The Company’s Board believes that good corporate governance improves corporate performance and benefits all shareholders. National Policy 58-201 – Corporate Governance Guidelines provides non-prescriptive guidelines on corporate governance practices for reporting issuers such as the Company. In addition, National Instrument 58-101 – Disclosure of Corporate Governance Practices (“ NI 58-101 ”) prescribes certain disclosure by the Company of its corporate governance practices. This disclosure is presented below.

The Board of Directors

The Board currently consists of five directors Catalin Kilofliski, John-Paul (JP) Dau, Deepak Malhotra, Lisa Stewart and Andrew Marshall, of which JP Dau, Lisa Stewart and Andrew Marshall are currently “independent” in the context of NI 52-110 as it relates to the Audit Committee. Director Catalin Kilofliski is not considered “independent” due to the fact that he is an executive officer of the Company and Deepak Malhotra is not considered “independent” due to the fact that he is the Chairman of the Board.

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Directorships

Certain of the directors are also directors of other reporting issuers as follows:

Director	Other Reporting Issuers
Catalin Kilofliski	Anacott Resources Corp.
John Paul (JP) Dau	TDG Gold Corp.
Deepak Malhotra	Canagold Resources Ltd.
	Cardero Resource Corp.
Andrew Marshall	First Mining Gold Corp.

The independent directors do not hold regularly scheduled meetings at which non-independent directors and members of management are not in attendance, however, during the course of a directors’ meeting, if a matter is more effectively dealt with without the presence of members of management, the independent directors ask members of management to leave the meeting, and the independent directors then meet in camera .

Board Mandate

The Board is responsible for supervising management in carrying on the business and affairs of the Company. Directors are required to act and exercise their powers with reasonable prudence in the best interests of the Company. The Board agrees with and confirms its responsibility for overseeing management’s performance in the following particular areas:

• the strategic planning process of the Company;

• identification and management of the principal risks associated with the business of the Company;

• planning for succession of management;

• the Company’s policies regarding communications with its shareholders and others; and

• • the integrity of the internal controls and management information systems of the Company.

In carrying out its mandate, the Board relies primarily on management to provide it with regular detailed reports on the operations of the Company and its financial position. The Board reviews and assesses these reports and other information provided to it at meetings of the full Board and of its committees. Other management personnel, including the CEO, attend Board meetings, if required, to provide direct access to information about operations and answer questions, as required. Directors also consult from time to time with management. The reports and information provided to the Board include details concerning the monitoring and management of the risks associated with the Company’s activities, such as compliance with safety standards and legal requirements, environmental issues and the financial position and liquidity of the Company. At least annually, the Board reviews management’s report on its business and strategic plan and any changes with respect to risk management and succession planning, if required.

Position Descriptions

The Board has not developed written position descriptions for the Chairman, the chairman of any Board committees, the CEO, or the CFO. The Board is of the view that given the size of the Company, the relatively frequent discussions between Board members, the President and CEO, and the CFO and the experience of the individual members of the Board, the responsibilities of such individuals are known and understood without position descriptions being in writing. The Board will evaluate this position from time to time, and if written position descriptions appear to be justified, they will be prepared.

Orientation and Continuing Education

The Board does not have a formal orientation and education program for new directors. Upon joining the Board, each director is briefed in respect of the nature of the Company’s business, its corporate strategy, and current issues within the Company. New directors are also required to meet with management of the Company to discuss and better understand the Company’s business and are given the opportunity to meet with counsel to the Company to discuss their legal obligations as directors of the Company. They are also provided with a copy of the Audit Committee Charter. The Board encourages directors to participate in continuing education opportunities in order to ensure that

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the directors may maintain or enhance their skills and abilities as directors, and maintain a current and thorough understanding of the Company’s business.

Ethical Business Conduct

Corporate governance is the structure and process used to direct and manage the business and affairs of a corporation with the objective of enhancing shareholder value. The Board believes that the Company has in place corporate governance practices that are both effective and appropriate to the Company’s size and business operations. The Board has found that the fiduciary duties placed on individual directors by the Company’s governing corporate legislation and the common law have been sufficient to ensure that it operates independently of management and in the best interests of the Company.

Nomination of Directors

Directors are responsible for identifying qualified individuals to become new members of the Board and recommending new director nominees for the next annual meeting of the Goldplay Shareholders. New nominees must have a track record in general business management, special expertise in an area of strategic interest to the Company, the ability to devote the time required, shown support for the Company’s mission and strategic objectives, and a willingness to serve.

Compensation

The Company established a Compensation Committee in December 2020. Decisions regarding compensation for the directors and the executive officers have been made by the independent Board members. The Board will conduct compensation reviews with regard to the compensation of directors and the CEO once a year. In making its compensation recommendations, the Board will take into account the types and amount of compensation paid to directors and CEO of comparable Canadian companies.

The Compensation Committee of the Board will review annually the adequacy and form of the compensation of the directors and executive officers and ensure that the compensation realistically reflects the responsibilities and risks involved in being an effective director and executive officer. The compensation will be compared with those of other companies in same peer group as Goldplay. The peer group will include companies with early stage large gold and copper exploration assets with properties located in North America.

Other Board Committees

The Company has a total of three Committees. The Audit Committee, the Compensation Committee and the Governance, Nominating, Environment and Health & Safety Committee.

The Governance, Nominating, Environment and Health & Safety Committee is in charge with matters related to the Company’s code of conduct and business ethics as well as the Company’s environmental and health and safety policies, which are all disclosed on the Company’s website and the code of conduct and business ethics is filed on SEDAR under the Company’s profile. The committee is also in charge with recruiting and making recommendations for new board members as required.

Assessments

The Board has not yet established a formal performance review process for assessing the effectiveness of the Board, the Audit Committee, the Compensation Committee and the Governance, Nominating, Environment and Health & Safety Committee or the individual directors. It is expected that the contributions of an individual director are informally monitored by the other Board members, having in mind the business strengths of the individual and the reasons for which the individual was nominated for appointment to the Board. The Company will continue to develop its approach to corporate governance in light of its own circumstances and what are recognized as best practices in this area.

Item 20: Agent, Sponsor or Advisor

No Agent, Sponsor or advisor has been retained by Goldplay in connection with this Listing Application.

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Item 21: Risk Factors

In addition to the other information contained in this Listing Application, the following factors should be considered carefully when considering risk related to Goldplay’s business:

Nature of the Securities and No Assurance of any Listing

Goldplay Shares are not currently listed on any stock exchange and there is no assurance that the shares will be listed. Even if a listing is obtained, the holding of Goldplay Shares will involve a high degree of risk and should be undertaken only by investors whose financial resources are sufficient to enable them to assume such risks and who have no need for immediate liquidity in their investment. Goldplay Shares should not be held by persons who cannot afford the possibility of the loss of their entire investment. Furthermore, an investment in securities of Goldplay should not constitute a major portion of an investor’s portfolio.

Limited Operating History

Goldplay was incorporated on June 16, 2017 and has a limited operating history and no operating revenues.

Dependence on Management

Goldplay will be very dependent upon the personal efforts and commitment of its directors and officers. If one or more of Goldplay’s executive officers become unavailable for any reason, a severe disruption to the business and operations of Goldplay could result, and Goldplay may not be able to replace them readily, if at all. As Goldplay’s business activity grows, Goldplay will require additional key financial, administrative and mining personnel as well as additional operations staff. There can be no assurance that Goldplay will be successful in attracting, training and retaining qualified personnel as competition for persons with these skill sets increase. If Goldplay is not successful in attracting, training and retaining qualified personnel, the efficiency of its operations could be impaired, which could have an adverse impact on Goldplay’s future cash flows, earnings, results of operations and financial condition.

Goldplay’s Operations are Subject to Human Error

Despite efforts to attract and retain qualified personnel, as well as the retention of qualified consultants, to manage Goldplay’s interests, and even when those efforts are successful, people are fallible and human error could result in significant uninsured losses to Goldplay. 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 Goldplay might undertake and legal claims for errors or mistakes by Goldplay personnel.

Financing Risks

Even if Goldplay completes the listing of the Goldplay Shares on the TSXV, additional funding will be required to conduct future exploration programs on the Scottie West Property and to conduct other exploration programs. If Goldplay’s proposed exploration programs are successful, additional funds will be required for the development of an economic mineral body and to place it in commercial production. The only sources of future funds presently available to Goldplay are the sale of equity capital, or the offering by Goldplay of an interest in its properties to be earned by another party or parties carrying out exploration or development thereof. There is no assurance that any such funds will be available for operations. Failure to obtain additional financing on a timely basis could cause Goldplay to reduce or terminate its proposed operations.

Conflicts of Interest

Certain directors and officers of Goldplay are, and may continue to be, involved in the mining and mineral exploration industry through their direct and indirect participation in corporations, partnerships or joint ventures which are potential competitors of Goldplay. Situations may arise in connection with potential acquisitions in investments where the other interests of these directors and officers may conflict with the interests of Goldplay. Directors and officers of Goldplay with conflicts of interest will be subject to the procedures set out in applicable corporate and securities legislation, regulation, rules and policies.

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No History of Earnings

Goldplay has no history of earnings or of a return on investment, and there is no assurance that the Scottie West Property or any other property or business that Goldplay may acquire or undertake will generate earnings, operate profitably or provide a return on investment in the future. Goldplay has no plans to pay dividends for some time in the future, if ever. The future dividend policy of Goldplay will be determined by the Board.

Exploration and Development

Resource exploration and development is a speculative business and involves a high degree of risk. There are no known mineral reserves on the Scottie West Property. There is no certainty that the expenditures to be made by Goldplay in the exploration of the Scottie West Property or otherwise will result in discoveries of commercial quantities of minerals. The marketability of natural resources which may be acquired or discovered by Goldplay will be affected by numerous factors beyond the control of Goldplay. These factors include market fluctuations, the proximity and capacity of natural resource markets and processing equipment, government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in Goldplay not receiving an adequate return on invested capital.

Environmental Risks and Other Regulatory Requirements

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

Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions. Parties engaged in mining operations may be required to compensate those suffering loss or damage by reason of such activities and may have civil or criminal fines or penalties imposed upon them for violation of applicable laws or regulations.

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

COVID-19

In December 2019, a novel strain of coronavirus was reported in Wuhan, China. On March 11, 2020, the World Health Organization declared the outbreak to constitute a pandemic. The spread of COVID-19 has severely impacted economies around the globe. In many countries, including Canada, businesses have been forced to cease or limit operations for long or indefinite periods of time. Measures taken to contain the spread of the virus, including travel bans, quarantines, social distancing, and closures of non-essential services have triggered significant disruptions to businesses worldwide, resulting in significant unemployment and an economic slowdown. Global stock markets have also experienced great volatility and a significant weakening of certain sectors. Governments and central banks have responded with monetary and fiscal interventions designed to stabilize economic conditions. To date, the Company’s operations have not been materially negatively affected by these events. The duration and impact of the COVID-19 pandemic, as well as the effectiveness of government and central bank responses, remains unclear at this time. It is not possible to reliably estimate the duration of the impact, the severity of the consequences, nor the impact, if any, on the financial position and results of the Company for future periods.

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Volatile Market Price for the Goldplay Shares

The market price for the Goldplay Shares may be volatile and subject to wide fluctuations in response to numerous factors, many of which will be beyond Goldplay’s control, including, but not limited to the following:

• changes in gold or other metals prices;

• actual or anticipated fluctuations in Goldplay’s quarterly results of operations;

• recommendations by securities research analysts;

• changes in the economic performance or market valuations of companies in the industry in which Goldplay will operate;

• addition or departure of Goldplay’s executive officers and other key personnel;

• release or expiration of transfer restrictions on outstanding Goldplay Shares;

• sales of additional Goldplay Shares;

• operating and financial performance that vary from the expectations of management, securities analysts and investors;

• regulatory changes affecting Goldplay’s industry generally and its business and operations;

• announcements of developments and other material events by Goldplay or its competitors;

• changes in global financial markets and global economies and general market conditions, such as interest rates;

• significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving Goldplay or its competitors;

• operating and share price performance of other companies that investors deem comparable to Goldplay or from a lack of market comparable companies; and

• news reports relating to trends, concerns, competitive developments, regulatory changes and other related issues in Goldplay’s industry or target markets.

Financial markets often experience significant price and volume fluctuations that have particularly affected the market prices of equity securities of companies and that are often unrelated to the operating performance, underlying asset values or prospects of such companies. Accordingly, the market price of the Goldplay Shares may decline even if Goldplay’s operating results, underlying asset values or prospects have not changed. Additionally, these factors, as well as other related factors, may cause decreases in asset values that are deemed to be other than temporary, which may result in impairment losses. There can be no assurance that continuing fluctuations in price and volume will not occur. If such increased levels of volatility and market turmoil continue, Goldplay’s operations could be adversely impacted, and the trading price of the Goldplay Shares may be materially adversely affected.

Dilution

Issuances of additional securities including, but not limited to, its common shares or some form of convertible debentures, will result in a substantial dilution of the equity interests of any persons who may become Goldplay Shareholders.

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Market for securities

There is currently no market through which the Goldplay Shares may be sold and Goldplay Shareholders may not be able to resell their Goldplay Shares. There can be no assurance that an active trading market will develop for the Goldplay Shares following the completion of the Listing Application, or if developed, that such a market will be sustained at the trading price of the Goldplay Shares on the TSXV. There can be no assurances that Goldplay will be able to obtain a listing on the TSXV or any stock exchange.

Nature of Mineral Exploration and Development

All of Goldplay’s operations are at the exploration stage and there is no guarantee that any such activity will result in commercial production of mineral deposits. The exploration for mineral deposits involves significant risks which even a combination of careful evaluation, experience and knowledge may not eliminate. While the discovery of a mineralization may result in substantial rewards, few properties which are explored are ultimately developed into producing mines. Major expenses may be required to locate and establish mineral reserves, to develop metallurgical processes and to construct mining and processing facilities at a particular site. It is impossible to ensure that the exploration programs planned by Goldplay or any future development programs will result in a profitable commercial mining operation. There is no assurance that the Goldplay’s mineral exploration activities will result in any discoveries of commercial mineralization. There is also no assurance that, even if commercial mineralization is discovered, a mineral property will be brought into commercial production. Whether a mineral deposit will be commercially viable depends on a number of factors, some of which are: the particular attributes of the deposit, such as size, grade and proximity to infrastructure, metal prices which are highly cyclical and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted. The long-term profitability of Goldplay will be in part directly related to the cost and success of its exploration programs and any subsequent development programs.

No Operating History

Exploration projects have no operating history upon which to base estimates of future cash flows. Substantial expenditures are required to develop mineral projects. It is possible that actual costs and future economic returns may differ materially from Goldplay’s estimates. There can be no assurance that the underlying assumed levels of expenses for any project will prove to be accurate. Further, it is not unusual in the mining industry for new mining operations to experience unexpected problems during start-up, resulting in delays and requiring more capital than anticipated. There can be no assurance that Goldplay’s projects will move beyond the exploration stage and be put into production, achieve commercial production or that Goldplay will produce revenue, operate profitably or provide a return on investment in the future. Mineral exploration involves considerable financial and technical risk. There can be no assurance that the funds required for exploration and future development can be obtained on a timely basis. There can be no assurance that Goldplay will not suffer significant losses in the near future or that Goldplay will ever be profitable.

Commodity Prices

The price of the Goldplay Shares and Goldplay’s financial results may be significantly adversely affected by a decline in the price of gold, silver, copper and other mineral commodities. Metal prices fluctuate widely and are affected by numerous factors beyond Goldplay’s control. The level of interest rates, the rate of inflation, world supply of mineral commodities, global and regional consumption patterns, speculative trading activities, the value of the United States dollar and stability of exchange rates can all cause significant fluctuations in prices. Such external economic factors are in turn influenced by changes in international investment patterns and monetary systems, political systems and political and economic developments. The price of mineral commodities has fluctuated widely in recent years and future serious price declines could cause potential commercial production to be uneconomic. A severe decline in the price of minerals would have a material adverse effect on Goldplay.

Dividend Policy

No dividends on Goldplay Shares have been paid by Goldplay to date. Goldplay anticipates that it will retain all earnings and other cash resources for the foreseeable future for the operation and development of its business. Goldplay does not intend to declare or pay any cash dividends in the foreseeable future. Payment of any future dividends will be at the discretion of the Board after taking into account many factors, including Goldplay’s operating results, financial condition and current and anticipated cash needs.

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Permitting

Goldplay’s mineral property interests are subject to receiving and maintaining permits from appropriate governmental authorities. There is no assurance that delays will not occur in connection with obtaining all necessary renewals of existing permits, additional permits for any possible future developments or changes to operations or additional permits associated with new legislation. Prior to any development of any of their properties, Goldplay must receive permits from appropriate governmental authorities. There can be no assurance that Goldplay will continue to hold all permits necessary to develop or continue its activities at any particular property. Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing activities to cease or be curtailed, and may include corrective measures requiring capital expenditures or remedial actions. Amendments to current laws, regulations and permitting requirements, or more stringent application of existing laws, may have a material adverse impact on Goldplay, resulting in increased capital expenditures and other costs or abandonment or delays in development of properties.

Land Title

The acquisition of title to resource properties is a very detailed and time-consuming process. No assurances can be given that there are no title defects affecting the properties in which Goldplay has an interest. The properties may be subject to prior unregistered liens, agreements, transfers or claims, including native land claims, and title may be affected by, among other things, undetected defects. Other parties may dispute the title to a property or the property may be subject to prior unregistered agreements and transfers or land claims by Indigenous people. The title may also be affected by undetected encumbrances or defects or governmental actions. Goldplay has not conducted surveys of properties in which it holds an interest and the precise area and location of claims or the properties may be challenged. Goldplay may not be able to register rights and interests it acquires against title to applicable mineral properties. An inability to register such rights and interests may limit or severely restrict Goldplay’s ability to enforce such acquired rights and interests against third parties or may render certain agreements entered into by Goldplay invalid, unenforceable, uneconomic, unsatisfied or ambiguous, the effect of which may cause financial results yielded to differ materially from those anticipated. Although Goldplay believes it has taken reasonable measures to ensure proper title to the properties in which it has an interest, there is no guarantee that such title will not be challenged or impaired.

Option and Joint Venture Agreements

Goldplay has and may continue to enter into option agreements and/or joint ventures as a means of gaining property interests and raising funds. Any failure of any partner to meet its obligations to Goldplay or other third parties, or any disputes with respect to third parties’ respective rights and obligations, could have a negative impact on Goldplay. Pursuant to the terms of certain of the Option Agreement, Goldplay is required to comply with exploration obligations, among others, any of which may adversely affect Goldplay’s business, financial results and condition.

Goldplay may be unable to exert direct influence over strategic decisions made in respect of properties that are subject to the terms of these agreements, and the result may be a materially adverse impact on the strategic value of the underlying properties.

Indigenous Peoples’ Title Claims and Rights to Consultation and Accommodations

Indigenous peoples’ title claims and rights to consultation and accommodation may affect the Goldplay’s existing operations as well as development projects and future acquisitions. Governments in many jurisdictions must consult Indigenous peoples with respect to grants of mineral rights and the issuance or amendment of exploration and project authorizations. Consultation and other rights of Indigenous peoples may require accommodations, including undertakings regarding financial compensation, employment and other matters in impact and benefit agreements. This may affect the Goldplay’s ability to acquire, explore or develop, within a reasonable time frame, mineral titles in these jurisdictions and may affect the timetable and costs of development of mineral properties in these jurisdictions. The risk of unforeseen aboriginal title claims also could affect existing operations as well as exploration and development projects and future acquisitions. These legal requirements may increase the Goldplay’s operating costs and affect its ability to expand its operations or to explore and develop new projects.

Influence of Third Party Stakeholders

The mineral properties in which Goldplay holds an interest, or the exploration equipment and road or other means of access which Goldplay intends to utilize in carrying out its work programs or general business mandates, may be subject to interests or claims by third party individuals, groups or companies. In the event that such third parties assert

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any claims, Goldplay’s work programs may be delayed even if such claims are not meritorious. Such claims may result in significant financial loss and loss of opportunity for Goldplay.

Insurance

Exploration, development and production operations on mineral properties involve numerous risks, including unexpected or unusual geological operating conditions, ground or slope failures, fires, environmental occurrences and natural phenomena such as prolonged periods of inclement weather conditions, floods and earthquakes. It is not always possible to obtain insurance against all such risks and Goldplay may decide not to insure against certain risks because of high premiums or other reasons. Such occurrences could result in damage to, or destruction of, mineral properties or production facilities, personal injury or death, environmental damage to Goldplay’s properties or the properties of others, delays in exploration, development or mining operations, monetary losses and possible legal liability. Goldplay expects to maintain insurance within ranges of coverage which it believes to be consistent with industry practice for companies of a similar stage of development. Goldplay expects to carry liability insurance with respect to its mineral exploration operations, but is not expected to cover any form of political risk insurance or certain forms of environmental liability insurance, since insurance against political risks and environmental risks (including liability for pollution) or other hazards resulting from exploration and development activities is prohibitively expensive. Should such liabilities arise, they could reduce or eliminate future profitability and result in increasing costs and a decline in the value of the securities of Goldplay. If Goldplay is unable to fully fund the cost of remedying an environmental problem, it might be required to suspend operations or enter into costly interim compliance measures pending completion of a permanent remedy. The lack of, or insufficiency of, insurance coverage could adversely affect Goldplay’s future cash flow and overall profitability.

Significant Competition for Attractive Mineral Properties

Significant and increasing competition exists for the limited number of mineral acquisition opportunities available. Goldplay expects to selectively seek strategic acquisitions in the future, however, there can be no assurance that suitable acquisition opportunities will be identified. As a result of this competition, some of which is with large established mining companies with substantial capabilities and greater financial and technical resources than Goldplay, Goldplay may be unable to acquire additional attractive mineral properties on terms it considers acceptable. In addition, Goldplay’s ability to consummate and to integrate effectively any future acquisitions on terms that are favourable to Goldplay may be limited by the number of attractive acquisition targets, internal demands on resources, competition from other mining companies and, to the extent necessary, Goldplay’s ability to obtain financing on satisfactory terms, if at all.

Item 22: Promoters

No person or company is, or has been within the two years immediately preceding the date of this Listing Application, a promoter of Goldplay.

Item 23: Legal Proceedings and Regulatory Actions

Legal proceedings

To the best of Goldplay’s knowledge, following due enquiry, there are no legal proceedings material to Goldplay to which Goldplay or its directors or officers are parties or to which any of Goldplay’s property interests are subject, and no such proceedings are known by Goldplay to be contemplated.

Regulatory Actions

There were no penalties or sanctions imposed against Goldplay by a court relating to securities legislation or by a securities regulatory authority within the three years immediately preceding the date of this Listing Application, penalties or sanctions imposed against Goldplay by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision or settlement agreements entered into by Goldplay with a court relating to securities legislation or with a securities regulatory authority within the three years immediately preceding the date of this Listing Application.

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Item 24: Interests of Management and Others in Material Transactions

Except as disclosed in this Listing Application, no director, executive officer or insider of Goldplay, or any associate or affiliate of any of them, has or has had any material interest, direct or indirect, in any transaction since the formation of Goldplay that has materially affected or is reasonably expected to materially affect Goldplay.

Item 25:

Investor Relations Arrangements

Goldplay has not entered into any written or oral agreement or understanding with any person to provide any promotional or investor relations services for Goldplay.

Item 26: Auditors, Transfer Agents and Registrars

The auditor of Goldplay is Smythe LLP, Chartered Professional Accountants, of Suite 1700 – 475 Howe Street, Vancouver, BC V6C 2B3.

TSX Trust Company has been appointed as Goldplay’s registrar and transfer agent. TSX Trust Company maintains the securities register and register of transfers of Goldplay at the following locations: 650 West Georgia Street, Suite 2700, Vancouver, BC V6B 4N9 and 100 Adelaide Street West, Suite 301, Toronto, Ontario, M5H 4H1.

Item 27: Material Contracts

The only material agreements or contracts which Goldplay has entered into since the beginning of its last completed financial year, or prior to that date if such material contract is still in effect, or will enter into as part of the Listing Application are as follows:

1. The Option Agreement, particulars of which are set out under the heading “ Description of the Business – Two-Year History – Scottie West Property Option Agreement ” of this Listing Application.

2. The Surplus Escrow Agreement dated April 13, 2021 among Goldplay, TSX Trust Company and the Principal shareholders of Goldplay, particulars of which are set out under the heading “ Escrowed Securities and Securities Subject to Restriction on Transfer ” of this Listing Application.

Item 28: Experts

Names of Experts

Smythe LLP, Chartered Professional Accountants, is the auditor of Goldplay and is independent of Goldplay within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of British Columbia.

Jean Pautler, P.Geo., prepared the Technical Report.

Interest of Experts

To the best of Goldplay’s knowledge, the aforementioned experts held either less than one percent or no securities of Goldplay or of any associate or affiliate of Goldplay when they prepared the aforementioned report, valuation, statement or opinion, and no securities were subsequently received or to be received by such experts.

None of the aforementioned experts, nor any directors, officers or employees of such experts are currently, or are expected to be elected, appointed or employed as, a director, officer or employee of Goldplay or of any associate or affiliate of Goldplay.

Item 29: Other Material Facts

To the best of Goldplay’s knowledge, there are no other material facts in respect of Goldplay which are not disclosed elsewhere in this Listing Application.

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Item 30: Additional Information – Mining or Oil and Gas Applicants

Not applicable.

Item 31: Exemptions

No exemption from a securities regulator or securities regulatory authority has been received by Goldplay within the 12-month period preceding the date of this Listing Application.

Item 32: Financial Statement Disclosure for Issuers

The Financial Statements, which are incorporated by reference into this Listing Application, may be obtained from SEDAR under Goldplay’s SEDAR profile at www.sedar.com.

Item 33: Significant Acquisitions

Goldplay has not completed any significant acquisitions.

[continued on following page]

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Item 34: Certificates

34.1 Certificate of Applicant

CERTIFICATE OF GOLDPLAY MINING INC.

Each of the undersigned hereby certifies that the foregoing constitutes full, true and plain disclosure of all information required to be disclosed under each item of this Listing Application and of any material fact not otherwise required to be disclosed under an item of this Listing Application.

Dated April 13, 2021

“Catalin Kilofliski” “Mihai Draguleasa” Catalin Kilofliski Mihai Draguleasa Chief Executive Officer Chief Financial Officer

ON BEHALF OF THE BOARD OF DIRECTORS OF GOLDPLAY MINING INC.

“Deepak Mahotra” “Andrew Marshall” Deepak Mahotra Andrew Marshall Chairman/Director Director

34.2 Certificate of Sponsor

Not applicable.

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34.3: Acknowledgement – Personal Information

“Personal Information” means any information about an identifiable individual.

The Applicant hereby represents and warrants that it has obtained all consents required under applicable law for the collection, use and disclosure by the Exchange of the Personal Information contained in or submitted pursuant to this Application for the purposes described in Appendix “A” to this Application.

Dated April 13, 2021

GOLDPLAY MINING INC.

“Catalin Kilofliski”

By: Catalin Kilofliski President, Chief Executive Officer and Director

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APPENDIX “A” FORM 2B PERSONAL INFORMATION COLLECTION POLICY

Collection, Use and Disclosure

TSX Venture Exchange Inc. and its affiliates, authorized agents, subsidiaries and divisions, including TSX Venture Exchange and Toronto Stock Exchange, (collectively referred to as the “Exchange”) collect the information contained in or submitted pursuant to Form 2B (which may include personal, confidential, nonpublic or other information) and use it for the following purposes:

• to conduct background checks,

• to verify the Personal Information that has been provided about each individual,

• to consider the suitability of the individual to act as an officer, director, insider, promoter, investor relations provider or, as applicable, an employee or consultant, of the Applicant,

• • to consider the eligibility of the Applicant to list on the Exchange,

• to provide disclosure to market participants as to the security holdings of directors, officers, other insiders and promoters of the Applicant, or its associates or affiliates, including information as to such individuals’ involvement with any other reporting issuers

• to detect and prevent fraud, and

• to perform other investigations as required by and to ensure compliance with all applicable rules, policies, rulings and regulations of the Exchange, securities legislation and other legal and regulatory requirements governing the conduct and protection of the capital markets in Canada.

Personal Information the Exchange collects may also be disclosed:

• (a) to securities regulators and regulatory authorities in Canada or elsewhere, investigative, law enforcement or self-regulatory organizations, and each of their subsidiaries, affiliates, regulators and authorized agents, for the purposes described above, and these agencies and organizations may use the information in their own investigations;

• (b) on the Exchange’s website or through printed materials published by or pursuant to the directions of the Exchange for the purposes described above; and

• (c) as otherwise permitted or required by law.

The Exchange may from time to time use third parties to process information or provide other administrative services. In this regard, the Exchange may share the information with such third party service providers for the purposes described above.

Questions

If you have any questions or enquiries regarding the policy outlined above or about our privacy practices, please send a written request to: Chief Privacy Officer, TMX Group, The Exchange Tower, 130 King Street West, Toronto, Ontario, M5X 1J2.

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SCHEDULE “A” AUDIT COMMITTEE CHARTER

1. ROLE AND OBJECTIVE

The Audit Committee (the “Committee”) is appointed by and reports to the Board of Directors (the “Board”) of Goldplay Mining Inc. (the “Corporation”). The Committee assists the Board in fulfilling its oversight responsibilities relating to financial accounting and reporting process and internal controls for the Corporation.

The Committee and its membership shall to the best of its ability, knowledge and acting reasonably, meet all applicable legal, regulatory and listing requirements, including, without limitation, those of any stock exchange on which the Corporation’s shares are listed, the Canada Business Corporations Act (the “Act”), and all applicable securities regulatory authorities.

2. COMPOSITION

1. The Committee shall be composed of three or more directors as shall be designated by the Board from time to time.

2. Majority of the Committee members shall be “independent” and all members should be financially literate (as such terms are defined under applicable securities laws and exchange requirements for audit committee purposes). Each member of the Committee shall be able to read and understand the Corporation’s financial statements, including the Corporation’s statement of financial position, income statement and cash flow statement and any other applicable statements or notes to the financial statements.

3. Members of the Committee shall be appointed at a meeting of the Board, typically held immediately after the annual shareholders’ meeting. Each member shall serve until his/her successor is appointed unless he/she shall resign or be removed by the Board or he/she shall otherwise cease to be a director of the Corporation. Any member may be removed or replaced at any time by the Board.

4. Where a vacancy occurs at any time in the membership of the Committee, it may be filled by a vote of a majority of the Board.

5. The Chair of the Committee may be designated by the Board or, if it does not do so, the members of the Committee may elect a chair by vote of a majority of the full Committee membership. The Chair of the Committee shall be an independent director (as described above).

6. If the Chair of the Committee is not present at any meeting of the Committee, one of the other members of the Committee present at the meeting shall be chosen by the Committee to preside.

7. The Chair of the Committee presiding at any meeting shall not have a casting vote.

8. The Committee shall appoint a secretary (the “Secretary”) who need not be a member of the Committee or a director of the Corporation. The Secretary shall keep minutes of the meetings of the Committee. This role is normally filled by the Secretary of the Corporation.

3. MEETINGS

1. The Committee shall meet at least quarterly, at the discretion of the Chair or a majority of its members, as circumstances dictate or as may be required by applicable legal or listing requirements, provided that meetings of the Committee shall be convened whenever requested by the auditor that is appointed by the shareholders (the “Independent Auditor”) or any member of the Committee in accordance with the Act.

2. The Chair of the Committee shall prepare and/or approve an agenda in advance of each meeting.

3. Notice of the time and place of every meeting may be given orally, in writing, by facsimile or by e-mail to each member of the Committee at least 48 hours prior to the time fixed for such meeting.

4. A member may in any manner waive notice of the meeting. Attendance of a member at the meeting shall constitute waiver of notice of the meeting, except where a member attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting was not lawfully called.

5. Any member of the Committee may participate in the meeting of the Committee by means of conference telephone or other communication equipment, and the member participating in a meeting pursuant to this paragraph shall be deemed, for purposes hereof, to be present in person at the meeting.

6. A majority of Committee members present in person, by videoconference, by telephone or by a combination thereof, shall constitute a quorum.

7. If within one hour of the time appointed for a meeting of the Committee, a quorum is not present, the meeting shall stand adjourned to the same hour on the second business day following the date of such meeting at the same place. If at the newly adjourned meeting a quorum as hereinbefore specified is not present, the quorum for the adjourned meeting shall consist of the members then present.

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1. If and whenever a vacancy shall exist, the remaining members of the Committee may exercise all its powers and responsibilities so long as a quorum remains in office.

2. At all meetings of the Committee, every question shall be decided by a majority of the votes cast. In case of an equality of votes, the matter will be referred to the Board for decision. Any decision or determination of the Committee reduced to writing and signed by all of the members of the Committee shall be fully effective as if it had been made at a meeting duly called and held.

3. The CEO and CFO are expected to be available to attend meetings, but a portion of every meeting will be reserved for in camera discussion without the CEO or CFO, or any other member of management, being present.

4. The Committee may by specific invitation have other resource persons in attendance such officers, directors and employees of the Corporation and its subsidiaries, and other persons, including the Independent Auditor, as it may see fit, from time to time, to attend at meetings of the Committee.

5. The Board may at any time amend or rescind any of the provisions hereof, or cancel them entirely, with or without substitution.

6. The Committee shall have the right to determine who shall and who shall not be present at any time during a meeting of the Committee.

7. Minutes of Committee meetings shall be sent to all Committee members.

8. The Chair of the Committee shall report periodically the Committee’s findings and recommendations to the Board.

4. RESOURCES AND AUTHORITY

1. The Committee shall have access to such officers and employees of the Corporation and its subsidiaries and to such information with respect to the Corporation and its subsidiaries as it considers being necessary or advisable in order to perform its duties and responsibilities.

2. The Committee shall have the authority to engage and obtain advice and assistance from internal or external legal, accounting or other advisors and resources, as it deems advisable, at the expense of the Corporation.

3. The Committee shall have the authority to communicate directly with the Independent Auditor.

5. RESPONSIBILITIES

A. Chair

To carry out its oversight responsibilities, the Chair of the Committee shall undertake the following:

1. provide leadership to the Committee with respect to its functions as described in this Charter and as otherwise may be appropriate, including overseeing the logistics of the operations of the Committee;

2. chair meetings of the Committee, unless not present (including in camera sessions), and reports to the Board following each meeting of the Committee on the findings, activities and any recommendations of the Committee;

3. ensures that the Committee meets on a regular basis and at least four times per year;

4. in consultation with the Committee members, establishes a calendar for holding meetings of the Committee;

5. establish the agenda for each meeting of the Committee, with input from other Committee members, and any other parties, as applicable;

6. ensures that Committee materials are available to any director on request;

7. acts as liaison and maintains communication with the Chair of the Board (or Lead Director if an individual other than the Chair) and the Board to optimize and coordinate input from Board members, and to optimize the effectiveness of the Committee. This includes reporting to the full Board on all proceedings and deliberations of the Committee at the first meeting of the Board after each Committee meeting and at such other times and in such manner as the Committee considers advisable;

8. report annually to the Board on the role of the Committee and the effectiveness of the Committee in contributing to the objectives and responsibilities of the Board as a whole;

9. ensure that the members of the Committee understand and discharge their duties and obligations;

10. foster ethical and responsible decision making by the Committee and its individual members;

11. encourage Committee members to ask questions and express viewpoints during meetings;

12. together with the Governance, Nominating, Environment and Health & Safety Committee, oversee the structure, composition, membership and activities delegated to the Committee from time to time;

13. ensure that resources and expertise are available to the Committee so that it may conduct its work effectively and efficiently and pre-approves work to be done for the Committee by consultants;

14. facilitate effective communication between members of the Committee and management;

15. encourage the Committee to meet in separate, regularly scheduled, non-management, closed sessions with the Independent Auditor;

16. attend each meeting of shareholders to respond to any questions from shareholders as may be put to the Chair; and

17. perform such other duties and responsibilities as may be delegated to the Chair by the Board from time to time.

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B. The Committee

The Committee has the authority to conduct any investigation appropriate to its responsibilities, and it may request the Independent Auditor as well as any officer of the Corporation, or outside counsel for the Corporation, to attend a meeting of the Committee or to meet with any members of, or advisors to, the Committee. The Committee shall have unrestricted access to the books and records of the Corporation and has the authority to retain, at the expense of the Corporation, special legal, accounting, or other consultants or experts to assist in the performance of the Committee’s duties.

The Committee is hereby delegated the duties and powers specified in Section 171 of the Act and, without limiting these duties and powers, the Committee will carry out the following responsibilities: Financial Accounting and Reporting Process and Internal Controls

1. review the annual audited financial statements to satisfy itself that they are presented in accordance with applicable Canadian accounting standards and report thereon to the Board and recommend to the Board whether or not same should be approved prior to their being filed with the appropriate regulatory authorities. The Committee shall also review and approve the interim financial statements prior to their being filed with the appropriate regulatory authorities. The Committee shall discuss significant issues regarding accounting principles, practices, and judgments of management with management and the Independent Auditor as and when the Committee deems it appropriate to do so. The Committee shall satisfy itself that the information contained in the annual audited financial statements is not significantly erroneous, misleading or incomplete and that the audit function has been effectively carried out.

2. review management’s internal control report and the evaluation of such report by the Independent Auditor, together with management’s response. The Committee shall assess the integrity of internal controls and financial reporting procedures and ensure implementation of such controls and procedures.

3. review the financial statements, management’s discussion and analysis relating to annual and interim financial statements and any other public disclosure documents that are required to be reviewed by the Committee under any applicable laws before the Corporation publicly discloses this information.

4. be satisfied that adequate procedures are in place for the review of the Corporation’s public disclosure of financial information extracted or derived from the Corporation’s financial statements, and periodically assess the adequacy of these procedures.

5. meet no less frequently than annually with the Independent Auditor and the Chief Financial Officer or, in the absence of a Chief Financial Officer, with the officer of the Corporation in charge of financial matters, to review accounting practices, internal controls and such other matters as the Committee deems appropriate.

6. inquire of management and the Independent Auditor about significant risks or exposures, both internal and external, to which the Corporation may be subject, and assess the steps management has taken to minimize such risks.

7. review the post-audit or management letter containing the recommendations of the Independent Auditor and management’s response and subsequent follow-up to any identified weaknesses.

8. oversee the Corporation’s plans to adopt changes to accounting standards and related disclosure obligations.

9. in consultation with the Governance, Nominating, Environment and Health & Safety Committee, ensure that there is an appropriate standard of corporate conduct including, if necessary, adopting and overseeing a corporate code of ethics for senior financial personnel.

10. establish procedures for:

11. the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters; and

12. the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters.

13. provide oversight to related party transactions entered into by the Corporation. Independent Auditor

14. recommend to the Board for approval by shareholders, the selection, appointment and compensation of the Independent Auditor;

15. be directly responsible for oversight of the Independent Auditor and the Independent Auditor shall report directly to the Committee.

16. ensure the lead audit partner and the other audit partners (if any) at the Independent Auditor is replaced in compliance with applicable laws.

17. be directly responsible for overseeing the work of the Independent Auditor, including the resolution of disagreements between management and the Independent Auditor regarding financial reporting.

18. with reference to the procedures outlined separately in “Procedures for Approval of Non-Audit Services” (attached hereto as Schedule ‘A’), pre-approve all audit and non-audit services not prohibited by law to be provided by the Independent Auditor.

19. monitor and assess the relationship between management and the Independent Auditor and monitor, confirm, support and assure the independence and objectivity of the Independent Auditor. The Committee

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shall establish procedures to receive and respond to complaints with respect to accounting, internal accounting controls and auditing matters.

1. review the Independent Auditor’s audit plan, including scope, procedures, timing and staffing of the audit.

2. review the results of the annual audit with the Independent Auditor, including matters related to the conduct of the audit, and receive and review the auditor’s interim review reports.

3. obtain timely reports from the Independent Auditor describing critical accounting policies and practices, alternative treatments of information within applicable Canadian accounting principles that were discussed with management, their ramifications, and the Independent Auditor’ preferred treatment and material written communications between the Corporation and the Independent Auditor.

4. review fees paid by the Corporation to the Independent Auditor and other professionals in respect of audit and non-audit services on an annual basis.

5. review and approve the Corporation’s hiring policies regarding partners, employees and former partners and employees of the present and former Auditor of the Corporation.

Other Responsibilities

1. perform any other activities consistent with this Charter and governing law, as the Committee or the Board deems necessary or appropriate;

2. institute and oversee special investigations, as needed; and

3. review and assess the adequacy of this Charter annually and submit any proposed revisions to the Board for approval.

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Schedule A Policy for Approval of Non-Audit Services

1. In the event that Goldplay Mining Inc. (the “Corporation”) or a subsidiary of the Corporation wishes to retain the services of the Corporation’s Independent Auditor for services other than the annual audit (e.g. tax compliance, tax advice or tax planning, to meet the requirements of a regulatory filing or due diligence, to receive advice on various matters, etc.), the Chief Financial Officer of the Corporation shall consult with the Audit Committee of the Board of Directors (the “Committee”), who shall have the authority to approve or disapprove such non-audit services. The Chair of the Committee has the authority to approve or disapprove such non-audit services on behalf of the Committee and shall advise Committee of such pre-approvals no later than the time of the next meeting of the Committee following such pre-approval having been given.

2. The Committee, or the Chair of the Committee, as appropriate, shall confer with the Independent Auditor regarding the nature of the services to be provided and shall not approve any services that would be considered to impair the independence of the Independent Auditor. For greater clarity, the following is a nonexhaustive list of the categories of non-audit services that would be considered to impair the independence of the Independent Auditor: (a) bookkeeping or other services related to or requiring management decisions in connection with the Corporation’s accounting records or financial statements; (b) financial information systems design and implementation; (c) appraisal or valuation services, fairness opinion or contributions-inkind reports; (d) actuarial services; (e) internal audit outsourcing services; (f) management functions; (g) human resources; (h) broker or dealer, investment adviser or investment banking services; (i) legal services; (j) expert services unrelated to the audit; and (k) any other service that the Canadian Public Accountability Board or any other applicable regulatory authority determines is impermissible.

3. The Chief Financial Officer of the Corporation shall maintain a record of non-audit services approved by the Chair of the Committee or the Committee for each fiscal year and provide a report to the Committee any services pre-approved since the last report, at each meeting and no less frequently than on a quarterly basis.

4. In accordance with the requirements set forth under the “Exemption for minimal non-audit services” provided by Section 2.3(4) of National Instrument 52-110 – Committees, whereby the Independent Auditor has commenced a service and: (a) the Corporation or the subsidiary entity of the Corporation, as the case may be, and the Independent Auditor did not recognize the services as non-audit services at the time of the engagement; (b) once recognized as non-audit services, the services are promptly brought to the attention of the Committee and approved by the Committee prior to the completion of the audit; and (c) the aggregate fees for the non-audit services not previously approved are immaterial in comparison to the aggregate fees paid by the Corporation to the Corporation’s Independent Auditor during the financial year in which the services are provided, such services shall be exempted from the requirements for pre-approval of non-audit services set out in this Policy.

5. In the event that Goldplay Mining Inc. (the “Corporation”) or a subsidiary of the Corporation wishes to retain the services of the Corporation’s Independent Auditor for services other than the annual audit (e.g. tax compliance, tax advice or tax planning, to meet the requirements of a regulatory filing or due diligence, to receive advice on various matters, etc.), the Chief Financial Officer of the Corporation shall consult with the Audit Committee of the Board of Directors (the “Committee”), who shall have the authority to approve or disapprove such non-audit services. The Chair of the Committee has the authority to approve or disapprove such non-audit services on behalf of the Committee and shall advise Committee of such pre-approvals no later than the time of the next meeting of the Committee following such pre-approval having been given.

6. The Committee, or the Chair of the Committee, as appropriate, shall confer with the Independent Auditor regarding the nature of the services to be provided and shall not approve any services that would be considered to impair the independence of the Independent Auditor. For greater clarity, the following is a nonexhaustive list of the categories of non-audit services that would be considered to impair the independence of the Independent Auditor: (a) bookkeeping or other services related to or requiring management decisions in connection with the Corporation’s accounting records or financial statements; (b) financial information systems design and implementation; (c) appraisal or valuation services, fairness opinion or contributions-inkind reports; (d) actuarial services; (e) internal audit outsourcing services; (f) management functions; (g) human resources; (h) broker or dealer, investment adviser or investment banking services; (i) legal services; (j) expert services unrelated to the audit; and (k) any other service that the Canadian Public Accountability Board or any other applicable regulatory authority determines is impermissible.

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1. The Chief Financial Officer of the Corporation shall maintain a record of non-audit services approved by the Chair of the Committee or the Committee for each fiscal year and provide a report to the Committee any services pre-approved since the last report, at each meeting and no less frequently than on a quarterly basis.

2. In accordance with the requirements set forth under the “Exemption for minimal non-audit services” provided by Section 2.3(4) of National Instrument 52-110 – Committees, whereby the Independent Auditor has commenced a service and: (a) the Corporation or the subsidiary entity of the Corporation, as the case may be, and the Independent Auditor did not recognize the services as non-audit services at the time of the engagement; (b) once recognized as non-audit services, the services are promptly brought to the attention of the Committee and approved by the Committee prior to the completion of the audit; and (c) the aggregate fees for the non-audit services not previously approved are immaterial in comparison to the aggregate fees paid by the Corporation to the Corporation’s Independent Auditor during the financial year in which the services are provided, such services shall be exempted from the requirements for preapproval of non-audit services set out in this Policy.

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SCHEDULE “B” ENVIRONMENTAL POLICY

– Goldplay Mining Inc. Environmental Policy

Goldplay Mining Inc. is committed to sustainable development and we recognize that the long-term sustainability of our business is dependent upon good stewardship in both the protection of the environment and the efficient management of the exploration and extraction of mineral resources.

We will ensure that directors, officers, employees and contractors are aware of this policy as well as the relevant responsibilities that it sets out.

• We will comply with all applicable environmental laws, regulations and requirements.

• We are committed to complying with relevant industry standards relating to the management of environmental risks.

• We are committed to establishing and maintaining management systems to identify, monitor

• • and control the environmental aspects of our activities.

• We will ensure that our employees and contractors carry out their responsibilities in accordance with this Policy, applicable law and the industry standards we are committed to meeting.

• We will work with local representatives in the communities in which we operate to educate the community on the environmental obligations associated with our activities.

• We are committed to transparent communication and consulting with interested and affected parties on environmental aspects of our activities.

• We respect the rights, interests and traditions of Indigenous peoples where we operate.

• We encourage local hire and procurement, and work with our stakeholders to advance socioeconomic development in the regions where we operate.

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