Kobo Resources Inc.

FILING STATEMENT

– QUALIFYING TRANSACTION OF –

METEORITE CAPITAL INC.

– WITH –

All information contained in this Filing Statement with respect to Meteorite Capital Inc. (“Meteorite”) was supplied by Meteorite for inclusion herein.

All information contained in this Filing Statement with respect to Kobo Resources Inc. (“Kobo”) was supplied by Kobo for inclusion herein.

DATED AS OF MARCH 22, 2023

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

PAGE GLOSSARY OF TERMS...............................................................................................................................2 FORWARD-LOOKING STATEMENTS.......................................................................................................11 TECHNICAL INFORMATION......................................................................................................................13 MARKET AND INDUSTRY DATA ..............................................................................................................14 EXCHANGE RATE AND CURRENCY INFORMATION.............................................................................15 INFORMATION CONTAINED IN THIS FILING STATEMENT ...................................................................15 PART I – SUMMARY OF FILING STATEMENT.........................................................................................16 PART II – INFORMATION CONCERNING THE TRANSACTION .............................................................26 Background of the Transaction ......................................................................................................26 Reasons for the Transaction..........................................................................................................26 Summary of the Transaction and Related Transactions................................................................27 The Amalgamation Agreement and the Transaction .....................................................................28 The Subscription Receipt Financing ..............................................................................................33 Non-Brokered Private Placement ..................................................................................................35 Approvals Necessary for the Transaction......................................................................................35 PART III – INFORMATION CONCERNING METEORITE .........................................................................36 Corporate Structure........................................................................................................................36 General Development of the Business ..........................................................................................36 Financing........................................................................................................................................37 Selected Financial Information.......................................................................................................38 Management’s Discussion & Analysis ...........................................................................................38 Description of the Securities ..........................................................................................................38 Prior Sales......................................................................................................................................39 Trading Price and Volume .............................................................................................................39

Arm’s Length Transactions ............................................................................................................39 Legal Proceedings .........................................................................................................................40 Auditor, Transfer Agent and Registrar ...........................................................................................40 Material Contracts..........................................................................................................................40 PART IV – INFORMATION CONCERNING KOBO....................................................................................41 Corporate Structure........................................................................................................................41 General Development of the Business ..........................................................................................41 Principal Objectives........................................................................................................................87 Corporate Governance and Internal Controls................................................................................88 Selected Financial Information.......................................................................................................92 Management’s Discussion & Analysis ...........................................................................................94 Description of Securities ................................................................................................................94 Executive Compensation .............................................................................................................101 Director Compensation ................................................................................................................104 Indebtedness of directors and officers.........................................................................................105 Legal Proceedings .......................................................................................................................105 Material Contracts........................................................................................................................106 PART V - INFORMATION CONCERNING THE RESULTING ISSUER ..................................................107 Name and Incorporation...............................................................................................................107 Intercorporate Relationships ........................................................................................................107 Description of Resulting Issuer Securities ...................................................................................108 Resulting Issuer Available Funds and Principal Purposes ..........................................................109 Dividend Policy.............................................................................................................................110 Resulting Issuer Principal Securityholders...................................................................................110 Resulting Issuer Officers, Directors and Promoters.....................................................................111 Resulting Issuer Executive Compensation ..................................................................................119

Options to Purchase Securities....................................................................................................121 Escrowed Securities.....................................................................................................................124 PART VI – RISK FACTORS......................................................................................................................126 Risks Related to the Transaction .................................................................................................126 Risk Factors Relating to the Resulting Issuer Shares .................................................................127 Risks Related to Resulting Issuer’s Business..............................................................................128 Kobo is subject to risks associated with operating in Côte d’Ivoire. ............................................144 PART VII– GENERAL MATTERS.............................................................................................................147

iii

GLOSSARY OF TERMS

The following is a glossary of certain definitions used in this Filing Statement. Terms and abbreviations used in the appendices to this Filing Statement are defined separately and the terms and abbreviations defined below are not used therein, except where otherwise indicated.

“ Affiliate ” means a corporation that is affiliated with another corporation as follows:

(a) a corporation is an “Affiliate” of another corporation if:
(i) one of them is the subsidiary of the other; or
(ii) each of them is controlled by the same Person;
(b) a corporation is “controlled” by a Person if:
(i) voting securities of the corporation are held, other than by way of security only, by or for the benefit of that Person; and
(ii) the voting securities, if voted, entitle the Person to elect a majority of the directors of the corporation;
(c) a Person beneficially owns securities that are beneficially owned by:
(i) a corporation controlled by that Person; or
(ii) an Affiliate of that Person or an Affiliate of any corporation controlled by that Person;

“ Agency Agreement ” means the agency agreement dated February 24, 2023 by and among Kobo, Meteorite and the Agent in respect of the Brokered Financing;

“ Agent Unit Warrants ” means Kobo Agent Warrants and the Meteorite Agent Warrants;

“ Agent ” means Leede Jones Gable Inc., having a principal place of business at 110 Yonge Street, suite 1000, Toronto, ON, M5C 1T4;

“ Agent’s Commission ” means a cash commission of $151,028.00, equal to 6% of the gross proceeds raised under the Brokered Financing (other than proceeds originating from subscriptions from Kobo and Meteorite’s president’s list of subscribers (the “ President’s List” ), on which the Agent’s Commission is 2% of the gross proceeds from the President’s List), as well as Agent Unit Warrants equal to 6% of the number of Subscription Receipts pursuant to the Brokered Financing (excluding President’s List subscriptions);

“ Amalco ” means the corporation resulting from the Amalgamation, being BOKO Resources Inc.;

“ Amalco Common Shares ” means the common shares in the capital of Amalco;

“ Amalgamating Parties ” means, collectively, Meteorite Subco and Kobo;

“ Amalgamation ” means the amalgamation of Meteorite Subco and Kobo under Section 276 of the QBCA and in accordance with the terms and conditions of this Agreement;

“ Amalgamation Agreement ” means an amalgamation agreement dated February 10, 2023 among Kobo, Meteorite and Meteorite Subco, pursuant to which such parties have agreed to complete the Transaction on such terms and conditions set forth therein;

“ Arm’s Length Transaction ” means a transaction which is not a Related Party Transaction;

“ Associate(s) ”, when used to indicate a relationship with a person or company, means:

(a) an issuer of which the person or company beneficially owns or controls, directly or indirectly, voting securities entitling him to more than 10% of the voting rights attached to outstanding securities of the issuer,
(b) any partner of the person or company,
(c) any trust or estate in which the person or company has a substantial beneficial interest or in respect of which a person or company serves as trustee or in a similar capacity,
(d) in the case of a person, a relative of that person, including
(i) that person’s spouse or child, or
(ii) any relative of the person or of his spouse who has the same residence as that person,

but:

(e) where the Exchange determines that two persons shall, or shall not, be deemed to be associates with respect to a Member firm, Member corporation or holding company of a Member corporation, then such determination shall be determinative of their relationships in the application of Rule D with respect to that Member firm, Member corporation or holding company;

“ Audit Committee ” means the audit committee of the Resulting Issuer, as defined by NI 52-110;

“ Board Reconstitution ” means the increase in the size of the board of directors of the Resulting Issuer to six members and the appointment of Edouard Gosselin, Paul Sarjeant, Frank Ricciuti, Patrick Gagnon, Jeffrey Hussey and Charles Spector to the board of directors of the Resulting Issuer effective as of the Effective Time.

“ Brokered Financing ” means the brokered offering of Subscription Receipts, led by the Agent, for gross proceeds of $4,621,400;

“ Business Days ” means a day other than a Saturday, Sunday or day on which the chartered banks are closed in the City of Montreal;

“ Corporate Finance Compensation Options ” means 721,312 warrants issued to the Agent, equal to 2% of the number of Subscription Receipts sold pursuant to the Brokered Financing and having the same terms as the Agent Unit Warrants.

“ Cash Corporate Finance Fee ” means a cash corporate finance fee of $92,428.00 which is equal to 2% of the gross proceeds from the Brokered Financing, plus applicable taxes.

“ CEO ” means chief executive officer;

“ CFO ” means chief financial officer;

“ CIM Definition Standards ” means the Canadian Institute of Mining, Metallurgy and Petroleum Definition Standards for Mineral Resources and Mineral Reserves adopted by the CIM Council on May 10, 2014, which are incorporated by reference in NI 43-101;

“ Closing ” means the closing of the Amalgamation;

“ Closing Date ” means the closing date of the Amalgamation;

“ Closing Time ” means 5:00 p.m. (Montreal time) on the Closing Date or such other time as agreed to in writing by the parties;

“ Code ” means the code of business conduct to be adopted by the Resulting Issuer Board following the completion of the Transaction;

“ Concurrent Financing ” means the Brokered Financing and the Non-Brokered Financing;

“ Consolidation ” means a consolidation of the issued and outstanding Meteorite Shares on the basis of the Consolidation Ratio;

“ Consolidation Ratio ” means the Consolidation of the issued and outstanding Meteorite Shares on the basis of one (1) post-Consolidation Meteorite Share for every five (5) pre-Consolidation Meteorite Shares held;

“ COVID-19 ” means the coronavirus designated as a pandemic by the World Health Organization on March 11, 2020;

“ CRA ” means the Canada Revenue Agency;

“ Effective Date ” means the date shown on the certificate of amalgamation issued by the Director giving effect to the Amalgamation;

“ Effective Time ” means the time on the Effective Date that the Amalgamation became effective;

“ Escrow Release Conditions ” has the meaning ascribed thereto in the Kobo Subscription Receipt Agreement or Meteorite Subscription Receipt Agreement, as applicable;

“Escrow Release Date” has the meaning ascribed thereto in the Kobo Subscription Receipt Agreement or Meteorite Subscription Receipt Agreement, as applicable;

“ Escrowed Funds ” means the amount of $4,462,533.19 (plus interest thereon), representing the partial proceeds from the Concurrent Financing, currently held in escrow by TSX Trust Company pursuant to the Kobo Subscription Receipt Agreement and Meteorite Subscription Receipt Agreement;

“ Exchange ” or “ TSXV ” means the TSX Venture Exchange;

“ Exchange Policy 2.2 ” means Exchange Policy 2.2 – Sponsorship and Sponsorship Requirements of the TSXV;

“ Exchange Policy 2.4 ” means Exchange Policy 2.4 – Capital Pool Companies of the TSXV;

“ Exchange Policy 5.4 ” means Exchange Policy 5.4 – Escrow, Vendor Consideration and Resale Restrictions of the TSXV;

“ Filing Statement ” means this filing statement, completed pursuant to Exchange Form 3B2, together with all schedules hereto and including the summary hereof;

“ Final Exchange Bulletin ” means the Exchange Bulletin which is issued following the submission of all required documentation and that evidences the final Exchange acceptance of the Listing;

“ GCN Committee ” means the Governance, Compensation and Nominating Committee

“ Kobo ” means Kobo Resources Inc., a corporation existing under the QBCA;

“ Kobo Agent Warrants ” means 595,528 Agent’s warrants issuable pursuant to the Kobo Subscription Receipt Agreement, each exercisable to acquire one unit of the Resulting Issuer at a price of $0.25 per unit for a period of 24 months following the Escrow Release Date, each such unit being comprised of one Resulting Issuer Share and one half Resulting Issuer Warrant;

“ Kobo 2021 Warrants ” means the 4,250,034 common share purchase warrants of Kobo previously issued to certain Kobo securityholders, each such common share purchase warrant entitling the holder thereof to purchase one Kobo Share at a price of $0.30 per share at any time until August 31, 2023;

“ Kobo Board ” means the board of directors of Kobo as the same is constituted from time to time;

“ Kobo C.I. ” means Kobo Ressources Côte d’Ivoire SA., a wholly-owned subsidiary of Kobo;

“ Kobo Financial Statements ” means the audited financial statements of Kobo for the years ended December 31, 2021 and 2020, including the notes thereto and the report of the auditors thereon and the unaudited consolidated interim financial statements of Kobo for the three-month and nine-month periods ended September 30, 2022;

“ Kobo MD&A ” means the management discussions and analysis in respect of the Kobo Financial Statements;

“ Kobo Optionees ” means the directors, officers and employees of Kobo and its Affiliates and to consultants and management company employees to whom Kobo Options may be granted under the Kobo Option Plan.

“ Kobo Option Plan ” means the stock option plan of Kobo dated February 9, 2016;

“ Kobo Options ” means incentive stock options to purchase Kobo Shares;

“ Kobo Shareholders ” means the holders Kobo Shares;

“ Kobo Shares ” means the common shares in the capital of Kobo as presently constituted;

“ Kobo Subscription Receipt Agreement ” means the subscription receipt agreement dated February 24, 2023 by and among Kobo, Meteorite, the Agent and TSX Trust Company as subscription receipt agent and escrow agent;

“ Kobo Subscription Receipts ” means the 13,736,400 subscription receipts issued by Kobo pursuant to the Concurrent Financing, with each such subscription receipt convertible, for no additional consideration, into one Kobo Share and one half Kobo Warrant upon the satisfaction of the Escrow Release Conditions on the Effective Date;

“ Kobo Warrants ” means the 6,868,200 common share purchase warrants of Kobo issuable upon conversion of the Kobo Subscription Receipts, each such full common share purchase warrant entitling the holder thereof to purchase one Resulting Issuer Share at a price of $0.40 per share at any time until 24 months after the Escrow Release Date;

“ Kossou Permit ” means the research permit awarded to KRCI on November 6, 2019, and located in the administrative departments of Bouafle and Yamoussoukro, approximately 22 km northwest of the capital city of Yamoussoukro covering 147.365 km[2] ;

“ Kossou Property ” means the property located in the Yamoussoukro and Bouaflé regions of central Côte d’Ivoire which is approximately 22 km to the northwest from the capital, Yamoussoukro and 250 km from the financial capital of Abidjan and, as at the date hereof, is Kobo’s sole material property which is solely owned by Kobo C.I. and covers 147.365 km[2] ;

“ IFRS ” means International Financial Reporting Standards;

“ Income Tax Act ” means Income Tax Act (R.S.C., 1985, c. 1 (5th Supp.));

“ Insider ”, if used in relation to an issuer, means:

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

“ Law ” or “ Laws ” means all laws (including common law), by-laws, statutes, rules, regulations, principles of law and equity, orders, rulings, ordinances, judgements, injunctions, determinations, awards, decrees or other requirements, whether domestic or foreign, and the terms and conditions of any grant of approval, permission, authority or license of any governmental entity or self-regulatory authority (including the Exchange);

“ Letter of Intent ” means the letter of intent between Meteorite and Kobo dated November 1, 2022, pursuant to which the parties agreed to complete the Transaction;

“ Listing ” means the listing on the Exchange of the Resulting Issuer Shares;

“ Member ” means a Person who has executed the Members’ Agreement, as amended from time to time, and is accepted as and becomes a member of the Exchange under the Exchange Requirements;

“ Members’ Agreement ” means the members’ agreement among the Exchange and each Person who, from time to time, is accepted as and becomes a member of the Exchange;

“ Meteorite ” means Meteorite Capital Inc., prior to the completion of the Transaction;

“ Meteorite Agent Warrants ” means the 125,784 Agent’s warrants issuable pursuant to the Meteorite Subscription Receipt Agreement, each exercisable to acquire one Unit of the Resulting Issuer at a price of $0.25 per Unit for a period of 24 months following the Escrow Release Date, each Unit being comprised of one Resulting Issuer Share and one half Resulting Issuer Warrant;

“ Meteorite Founder Shares ” means 2,065,000 Meteorite Shares issued at $0.075 per share on April 27, 2018.

“ Meteorite Escrow Agreement ” means the amended and restated escrow agreement dated October 19, 2021 among Meteorite, TSX Trust Company and certain securityholders of Meteorite;

“ Meteorite Escrow Securities ” means the securities of Meteorite held in escrow pursuant to the Meteorite Escrow Agreement;

“ Meteorite Financial Statements ” means the audited financial statements of Meteorite for the years ended December 31, 2021 and 2020 and the unaudited interim financial statements of Meteorite for the threemonth and nine-month periods ended September 30, 2022, which are attached hereto as Appendix “A”;

“ Meteorite MD&A ” means the management discussion and analysis for the Meteorite Financial Statements, which are attached hereto as Appendix “B”;

“ Meteorite Meeting ” means the special meeting of Meteorite Shareholders, including any adjournment or postponement of such special meeting in accordance with, the constating documents of Meteorite and/or the CBCA, that was called and held to consider the matters set out in the notice provided to Meteorite Shareholders in connection with such meeting;

“ Meteorite Option Plan ” means the stock option plan of Meteorite dated April 10, 2019 as amended on June 18, 2021, and further amended on February 7, 2023;

“ Meteorite Options ” means incentive stock options to purchase Meteorite Shares;

“ Meteorite Shareholders ” means the holders of Meteorite Shares from time to time;

“Meteorite Shareholders’ Resolutions” has the meaning ascribed thereto in the “ Background of Transaction” section hereunder;

“ Meteorite Shares ” means the common shares in the capital of Meteorite (prior to the completion of the Transaction);

“ Meteorite Subco ” means 9454-2123 Québec Inc., a wholly-owned subsidiary of Meteorite, newly incorporated under the QBCA for the sole purpose of effecting the Amalgamation;

“ Meteorite Subscription Receipt Agreement ” means the subscription receipt agreement dated February 24, 2023 by and among Kobo, Meteorite, the Agent and TSX Trust Company as subscription receipt agent and escrow agent;

“ Meteorite Subscription Receipts ” means the 4,969,200 subscription receipts issued by Meteorite pursuant to the Concurrent Financing, with each such subscription receipt convertible, for no additional consideration, into one Resulting Issuer Share and one half Meteorite Warrant upon the satisfaction of the Escrow Release Conditions on the Effective Date;

“ Meteorite Warrants ” means the 2,484,600 common share purchase warrants of Meteorite issuable upon conversion of the Meteorite Subscription Receipts, each such full common share purchase warrant entitling the holder thereof to purchase one Resulting Issuer Share at a price of $0.40 per share at any time until 24 months after the Escrow Release Date;

“ Mining Code ” means the mining code adopted by The Republic of Côte d’Ivoire further to its reform in March 2014 (formerly known as Mining Code of 1995).

“ Name Change ” means the change of Meteorite’s name to “Kobo Resources Inc.”

“ NEOs ” means named executive officers’ which include (a) the Chief Executive Officer (or an individual acting in a similar capacity), (b) the Chief Financial Officer (or an individual who acted in a similar capacity), (c) the other most highly compensated executive officer, whose total compensation exceeded $150,000 and (d) each individual who would be named executive officer under paragraph (c) but for the fact that the individual was not an executive officer, and was not acting in a similar capacity, at the end of the financial year;

“ New Permits ” means the three pending applications for gold research permits held by Kobo, totalling approximately 1068 km[2] in the Bocanda (Bocanda North covering 341 km[2] and Bocanda South covering 338 km[2] ) and M’batto (389 km[2] ) regions.

“ NI 43-101 ” means National Instrument 43-101 – Standards of Disclosure for Mineral Projects ;

“ NI 52-110 ” means National Instrument 52-110 – Audit Committees ;

“ NI 58-101 ” means National Instrument 58-101 – Disclosure of Corporate Governance Practices ;

“ NP 58-201 ” means National Policy 58-201 – Corporate Governance Guidelines ;

“ Non-Arm’s Length Party ” means in relation to a company, a Promoter, officer, director, other Insider or Control Person of that company (including an issuer) and any Associates or Affiliates of any of such Persons. In relation to an individual, means any Associate of the individual or any company of which the individual is a Promoter, officer, director, Insider or Control Person;

“ Non-Brokered Financing ” means the non-brokered offering of Kobo Subscription Receipts for gross proceeds of $55,000;

“ Person ” includes an individual, partnership, association, body corporate, trustee, executor, administrator or legal representative;

“ Promoter ” means:

(a) a person or company that, acting alone or in conjunction with one or more other persons, companies or a combination of them, directly or indirectly, takes the initiative in founding, organizing or substantially reorganizing the business of an issuer; or
(b) a person or company that, in connection with the founding, organizing or substantial reorganizing of the business of an issuer, directly or indirectly, receives in consideration of services or property or both services and property, 10% or more of the issued securities of a class of securities of the issuer or 10% or more of the proceeds from the sale of a class of securities of a particular issue, but a person or company who receives the securities or proceeds either solely as underwriting commissions or solely in consideration of property shall not be considered a Promoter within the meaning of this definition where that person or company does not otherwise take part in founding, organizing or substantially reorganizing the business;

“ QBCA ” means the Business Corporations Act (Québec) including the regulations promulgated thereunder, as amended from time to time;

“ Release Notice ” has the meaning ascribed thereto in the Kobo Subscription Receipt Agreement or Meteorite Subscription Receipt Agreement, as applicable;

“ Resulting Issuer ” means Meteorite after giving effect to the Transaction;

“ Resulting Issuer Board ” means the board of directors of the Resulting Issuer as the same is constituted from time to time, following the completion of the Transaction;

“ Resulting Issuer Officers ” means the officers of Resulting Issuer, following the completion of the Transaction;

“ Resulting Issuer Option Plan ” means the amended and restated stock option plan of Meteorite approved at Meteorite’s special meeting of the shareholders held on February 7, 2023, which stock option plan shall become effective upon closing of the Transaction.

“ Resulting Issuer Options ” means incentive stock options to purchase Resulting Issuer Shares;

“ Resulting Issuer Shares ” means the common shares in the capital of the Resulting Issuer, postAmalgamation (and, for greater certainty, post-Consolidation);

“ Resulting Issuer Warrants ” means warrants to acquire Resulting Issuer Shares, each full Resulting Issuer Warrant entitling the holder to purchase, subject to adjustment, one Resulting Issuer Share at an exercise price of $0.40 at any time until 24 months after the Escrow Release Date.

“ SEDAR ” means the System for Electronic Document Analysis and Retrieval;

“ Subscription Price ” means $0.25, being the issuance price of the Subscription Receipts;

10 -

“ Subscription Receipts ” means the Kobo Subscription Receipts and the Meteorite Subscription Receipts;

“ Termination Date ” has the meaning ascribed thereto in the Kobo Subscription Receipt Agreement or Meteorite Subscription Receipt Agreement, as applicable; and

“ Technical Report ” means the technical report entitled “NI 43-101 Technical Report – Update of the Kossou Gold Project Yamoussoukro District, Côte d’Ivoire” dated with effect as of December 19, 2022, prepared by Timothy J. Strong, MIMMM and Principal Geologist for Kangari Consulting Limited in accordance with NI 43-101;

“ Transaction ” means the business combination of Meteorite, Meteorite Subco and Kobo by way of a “threecornered” amalgamation under the provisions of the QCBA, and will be read to include, collectively, as the context permits or requires, the Consolidation, the Amalgamation, the Name Change and such other transactions contemplated by the Amalgamation Agreement;

“ TSXV ” means the TSX Venture Exchange;

11 -

FORWARD-LOOKING STATEMENTS

Certain statements in this Filing Statement constitute “forward-looking statements” or “forward-looking information” within the meaning of applicable securities laws. Such statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Kobo and the Resulting Issuer, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. Such statements can be identified by the use of words such as “may”, “would”, “could”, “will”, “intend”, “expect”, “believe”, “plan”, “anticipate”, “estimate”, “scheduled”, “forecast”, “predict” and other similar terminology, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. These statements reflect Kobo and the Resulting Issuer’s current expectations regarding future events, performance and results and speak only as of the date of this Filing Statement.

Statements in this Filing Statement that constitute forward-looking statements or information include but are not limited to:

the anticipated Closing and Effective Date;
the anticipated legal name of the Resulting Issuer;
the anticipated Consolidation Ratio;
the satisfaction of the Escrow Release Conditions;
the anticipated escrow periods, release schedules and contractual restrictions on transfer affecting the securities of the Resulting Issuer;
the proposed directors, officers and insiders of the Resulting Issuer and their holdings of securities of the Resulting Issuer;
the expected executive compensation and corporate governance practices of the Resulting Issuer;
the future growth, results of operations, performance and business prospects and opportunities of Kobo (and therefore, the Resulting Issuer);
the funds available to the Resulting Issuer;
the principal business carried on and intended to be carried on by Kobo and the Resulting Issuer;
the use of knowledge of management of Kobo and the Resulting Issuer to leverage the attributes of the Kossou Project (as defined herein) and Kotobi Project (as defined herein);
the completion and timing of the proposed exploration program on the Kossou Project and Kotobi Project;
Kobo and the Resulting Issuer’s expectation regarding its revenue, expenses and operations;
Kobo and the Resulting Issuer’s intention to grow its business and its operations as well as improving its competitive position;
Kobo and the Resulting Issuer’s business objectives for the next 12 months and its proposed expenditures for exploration work on the Kossou Project and Kotobi Project in accordance with the recommendations of the Technical Report and general and administrative expenses relating to the business of Kobo and the Resulting Issuer;
the ability of Kobo to execute its business plan successfully or as disclosed herein, such that the future growth, results of operations, performance and business prospects and opportunities of Kobo will be as anticipated; the ability for Kobo to develop and commercialize the Kossou Property;
Kobo and the Resulting Issuer’s anticipated needs for liquidity and additional financing as well as its ability to secure necessary financing;
the impact of pandemics, including the COVID-19 pandemic, on Kobo and the Resulting Issuer and the global economy in general;
the market price of gold;
12 -
the treatment of Kobo and the Resulting Issuer under governmental regulatory regimes; and
Kobo and the Resulting Issuer’s ability to identify future development projects, acquisitions and partnership opportunities.

With respect to forward-looking statements or information contained in this Filing Statement, in making such statements or providing such information, Kobo and the Resulting Issuer has made assumptions regarding, among other things:

that exploration activities and studies will provide results that support anticipated development and extraction activities;
that the Resulting Issuer will be able to obtain additional financing on satisfactory terms;
that infrastructure to be developed or operated by third parties, including electrical generation and transmission capacity, will be developed and/or operated;
that laws, rules and regulations are fairly and impartially observed and enforced;
that the market prices for relevant commodities remain at levels that justify development and/or operation of a Project;
that it will obtain final receipt of approvals, licenses and permits on favourable terms;
that Kobo and the Resulting Issuer will have access to sufficient working capital to explore, develop and operate any proposed mineral projects;
that Kobo and the Resulting Issuer will be able to execute exploration and development programs while maintaining a safe work environment;
that Kobo and the Resulting Issuer will be able to access adequate services, a qualified workforce and supplies;
that the economic and political conditions in the local jurisdictions where any proposed mineral projects are located favor their development;
that the civil stability and political environment throughout Côte d’Ivoire and in neighboring countries in West Africa do not adversely affect Kobo and the Resulting Issuer’s overall capabilities to develop and operate its mineral projects while maintaining a safe work environment;
the effects of pandemics, such as COVID-19, on the global economy and the ability of Kobo and the Resulting Issuer to secure adequate staff and equipment for the operations of Kobo and the Resulting Issuer as well as a safe environment that follows recommended COVID-19 safety protocols; and
that foreign currency exchange rates and interest rates favour the continued development of Kobo and the Resulting Issuer’s mineral development projects.

Forward-looking statements involve significant risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indicators of whether or not such results will be achieved. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements, including, but not limited to, the factors discussed below and under “Risk Factors”, as well as unexpected changes in laws, rules or regulations, or their enforcement by applicable authorities; the failure of parties to contracts with Kobo and the Resulting Issuer to perform as agreed; social or labour unrest; changes in commodity prices; and the failure of exploration programs or studies to deliver anticipated results or results that would justify and support continued exploration, studies, development or operations.

Although the forward-looking statements contained in this Filing Statement are based upon what management of Kobo and the Resulting Issuer believes are reasonable assumptions, Kobo and the Resulting Issuer cannot assure investors that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this Filing Statement and are

13 -

expressly qualified in their entirety by this cautionary statement. Subject to applicable securities laws, neither Kobo, the Resulting Issuer nor the Agent assume any obligation to update or revise the forwardlooking statements contained herein to reflect events or circumstances occurring after the date of this Filing Statement.

Kobo and the Resulting Issuer’s actual results could differ materially from those anticipated in these forward-looking statements as a result of the factors set forth below, in the “PART VI – RISK FACTORS” section beginning on page 126 and elsewhere in this Filing Statement.

TECHNICAL INFORMATION

Except where otherwise stated, the disclosure in this Filing Statement relating to the Kossou Property is based on the Technical Report.

Kobo owns the Kotobi Property (formerly identified as the Bongouanou Property) and the Kossou Property. However, the Kossou Property is the only material property to Kobo for the purposes of NI 43-101. Kobo will continue to assess the materiality of its assets as new assets are acquired or move into production.

CIM Definition Standards

Any reference to Proven, Probable, Measured, Indicated and Inferred Resources regarding the Kossou Gold Project (including as used in the Technical Report) have been used in accordance with the CIM Definition Standards, which are incorporated by reference in NI 43-101. The following definitions are reproduced from the CIM Definition Standards:

“ Indicated Mineral Resource ” means that part of a Mineral Resource (defined herein) for which quantity, grade or quality, densities, shape and physical characteristics are estimated with sufficient confidence to allow the application of Modifying Factors as described below in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Geological evidence is derived from adequately detailed and reliable exploration, sampling and testing and is sufficient to assume geological and grade or quality continuity between points of observation. An Indicated Mineral Resource has a lower level of confidence than that applying to a Measured Mineral Resource (defined herein) and may only be converted to a Probable Mineral Reserve (defined herein).

“ Inferred Mineral Resource ” means that part of a Mineral Resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. Geological evidence is sufficient to imply but not verify geological and grade or quality continuity. An Inferred Mineral Resource has a lower level of confidence than that applying to an Indicated Mineral Resource and must not be converted to a Mineral Reserve. It is reasonably expected that the majority of Inferred Mineral Resources could be upgraded to Indicated Mineral Resources with continued exploration.

“ Measured Mineral Resource ” means that part of a Mineral Resource for which quantity, grade or quality, densities, shape, and physical characteristics are estimated with confidence sufficient to allow the application of Modifying Factors to support detailed mine planning and final evaluation of the economic viability of the deposit. Geological evidence is derived from detailed and reliable exploration, sampling and testing and is sufficient to confirm geological and grade or quality continuity between points of observation. A Measured Mineral Resource has a higher level of confidence than that applying to either an Indicated Mineral Resource or an Inferred Mineral Resource. It may be converted to a Proven Mineral Reserve (defined herein) or to a Probable Mineral Reserve.

14 -

“ Mineral Reserve ” means the economically mineable part of a Measured and/or Indicated Mineral Resource. It includes diluting materials and allowances for losses, which may occur when the material is mined or extracted and is defined by studies at pre-feasibility or feasibility level as appropriate that include application of Modifying Factors. Such studies demonstrate that, at the time of reporting, extraction could reasonably be justified. The reference point at which Mineral Reserves are defined, usually the point where the ore is delivered to the processing plant, must be stated. It is important that, in all situations where the reference point is different, such as for a saleable product, a clarifying statement is included to ensure that the reader is fully informed as to what is being reported. The public disclosure of a Mineral Reserve must be demonstrated by a Pre-Feasibility Study or Feasibility Study.

“ Mineral Resource ” means a concentration or occurrence of solid material of economic interest in or on the earth’s crust in such form, grade or quality and quantity that there are reasonable prospects for eventual economic extraction. The location, quantity, grade or quality, continuity and other geological characteristics of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge, including sampling.

For the purposes of the CIM Definition Standards, “ Modifying Factors ” are considerations used to convert Mineral Resources to Mineral Reserves. These include, but are not restricted to, mining, processing, metallurgical, infrastructure, economic, marketing, legal, environmental, social and governmental factors.

Qualified Persons

Timothy J. Strong, MIMMM, the author of the Technical Report, is a qualified person for the purposes of NI 43-101 and has reviewed and approved the scientific and technical disclosure contained in this Filing Statement.

MARKET AND INDUSTRY DATA

Market and industry data presented throughout this Filing Statement was obtained from third-party sources, industry reports and publications, websites and other publicly available information, as well as industry and other data prepared by us or on our behalf, on the basis of our knowledge of the markets in which we operate, including information provided by other industry participants. We believe that the market and industry data presented throughout this Filing Statement is accurate and, with respect to data prepared by us or on our behalf that our opinions, estimates and assumptions are currently appropriate and reasonable, but there can be no assurance as to the accuracy or completeness thereof. The accuracy and completeness of the market and industry data presented throughout this Filing Statement are not guaranteed and none of Meteorite, Kobo or their shareholders makes any representation as to the accuracy of such data. Actual outcomes may vary materially from those forecast in such reports or publications, and the prospect for material variation can be expected to increase as the length of the forecast period increases. Although we believe it to be reliable, none of Meteorite, Kobo or their shareholders has independently verified any of the data from third-party sources referred to in this Filing Statement, analyzed or verified the underlying studies or surveys relied upon or referred to by such sources, or ascertained the underlying market, economic and other assumptions relied upon by such sources. Market and industry data is subject to variations and cannot be verified due to limits on the availability and reliability of data inputs, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey.

15 -

EXCHANGE RATE AND CURRENCY INFORMATION

Unless otherwise indicated, all references to “$” or “Canadian dollars” in this Filing Statement refer to Canadian dollars. Kobo’ financial statements incorporated herein are reported in Canadian dollars and are prepared in accordance with IFRS.

INFORMATION CONTAINED IN THIS FILING STATEMENT

The information contained in this Filing Statement is given as at March 22, 2023, except where otherwise noted.

No Person has been authorized to give any information or to make any representation in connection with the Transaction and other matters described herein other than those contained in this Filing Statement and, if given or made, any such information or representation should be considered not to have been authorized by Kobo or the Resulting Issuer and should not be relied upon.

The information concerning each party contained in this Filing Statement has been provided by management of that party. Although the parties have no specific knowledge that would indicate that any of such information regarding the other party is untrue or incomplete, the parties assume no responsibility for the accuracy or completeness of information or the failure by the other party to disclose events which may have occurred or may affect the completeness or accuracy of such information which are unknown to that party.

This Filing Statement does not constitute the solicitation of an offer to purchase any securities or the solicitation of a proxy by any Person in any jurisdiction.

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

All financial information in this Filing Statement has been prepared in accordance with IFRS, unless otherwise noted. The financial year-end is December 31 for both Meteorite and Kobo.

Words importing the singular, where the context requires, include the plural and vice versa and words importing any gender include all genders.

16 -

PART I – SUMMARY OF FILING STATEMENT

The following is a summary of information relating to Meteorite, Kobo and the Resulting Issuer (assuming completion of the Transaction) and should be read together with the more detailed information and financial data and statements contained elsewhere in this Filing Statement. Reference is made to the Glossary of Terms for the definitions of certain abbreviations and terms used in this Filing Statement and in this summary. All information provided in this summary and in the Filing Statement is current as of March 22, 2023.

This Filing Statement has been prepared in accordance with Exchange Policy 2.4 and Exchange Form 3B2 – Information Required in a Filing Statement for a Qualifying Transaction.

Parties

Meteorite is a reporting issuer incorporated under the laws of Canada and is listed on the TSXV under the symbol “MTR.P”. For additional information about Meteorite, please see “Part III – Information Concerning Meteorite ” .

Kobo is a reporting issuer incorporated under the Business Corporations Act (Québec) on December 14, 2015, under the name 9333-9141 Québec Inc. On March 4, 2016, it changed its name to Kobo Resources Inc. Kobo is a junior Canadian exploration and mining development company focused on acquiring, exploring and developing gold property assets located in West Africa and primarily in Côte d’Ivoire. Kobo, through its wholly owned subsidiary Kobo C.I., owns two research permits for gold covering 449 km[2] and has three pending applications covering 1,068 km[2] . For additional information about Kobo, please see “Part IV – Information Concerning Kobo” .

Amalgamation

Pursuant to the Amalgamation Agreement between Meteorite, Meteorite Subco and Kobo, the parties have agreed to complete the Amalgamation, whereby Kobo will amalgamate with Meteorite Subco and the shareholders of Kobo will receive one (1) common share in Meteorite (on a post-Consolidation basis) in exchange for each common share of Kobo held. As a result of the Amalgamation, Kobo will become a wholly owned subsidiary of Meteorite and the Resulting Issuer will continue the business of Kobo. It is intended that the Transaction will constitute Meteorite’s “Qualifying Transaction” in accordance with, and as defined under, Exchange Policy 2.4.

In all, Meteorite will issue an aggregate of 56,809,749 Resulting Issuer Shares at a deemed price of $0.20 per share in consideration for the acquisition of all outstanding Kobo Shares.

Additionally, following Closing, the 4,250,034 Kobo 2021 Warrants previously issued to certain Kobo securityholders will be exercisable for Resulting Issuer Shares at a price of $0.30 per share at any time until August 31, 2023.The 3,400,000 Kobo Options outstanding will be exercisable for Resulting Issuer Shares in accordance with their existing terms, as further detailed in “ Part V – Information Concerning the Resulting Issuer – Options to Purchase Securities .”

In addition to the Amalgamation, there are several transactions that are expected to occur concurrently or proximate to the Amalgamation, including the Consolidation, the Name Change, Stock Symbol Change, Board Reconstitution, and appointments of the Resulting Issuer Officers.

17 -

It is anticipated that immediately following completion of the foregoing steps, an aggregate of approximately 58,222,749 Resulting Issuer Shares will be issued and outstanding, and: (a) former holders of Kobo Shares will hold 56,809,749 Resulting Issuer Shares, representing approximately 97.57% of the outstanding Resulting Issuer Shares; and (b) former Meteorite Shareholders will hold 1,413,000 Resulting Issuer Shares, representing approximately 2.43% of the outstanding Resulting Issuer Shares.

Related Prior to the Amalgamation, Meteorite will complete the Consolidation pursuant to Transactions which Meteorite Shares will be consolidated on the basis of one (1) one postConsolidation Meteorite Share for every five (5) pre-Consolidation Meteorite Shares held. See “Part II – Information Concerning The Transaction – The Amalgamation Agreement and the Transaction – The Consolidation”.

In addition, Meteorite is expected to change its name to “ Kobo Resources Inc. ”. Meteorite is hereby applying to list the Resulting Issuer Shares on the Exchange (the “ Listing ”) under the symbol “KRI”. It is intended that the Resulting Issuer will be listed as a Tier 2 Mining Issuer under the policies of the Exchange. The Listing will be subject to the Resulting Issuer fulfilling all of the minimum listing requirements of the Exchange and obtaining final approval of the Exchange. See “ Part V – Information Concerning the Resulting Issuer – Description of the Securities .”

Concurrently with the completion of the Transaction, the Board Reconstitution will take effect, whereby the board of directors and officers of Meteorite will be replaced with the board of directors and officers of Kobo or as otherwise determined by Kobo, as further described below. See “ Part V – Information Concerning the Resulting Issuer – Directors, Officers and Promoters ”.

Concurrent On February 24, 2023, Kobo and Meteorite completed the Concurrent Financing of Financing $4,676,400, consisting of 13,736,400 Kobo Subscription Receipts and of 4,969,200 Meteorite Subscription Receipts, at a price of $0.25 per Subscription Receipt. The Subscription Receipts were issued pursuant to the terms of the Kobo Subscription Receipt Agreement and the Meteorite Subscription Receipt Agreement, as applicable, and subject to the respective terms therein.

The Brokered Financing was carried out by the Agent on a “best efforts” agency basis. In consideration for the Agents’ services with respect to the Brokered Financing, Kobo and Meteorite have agreed to pay to the Agent the Agent’s Commission. Half of the Agent’s Commission was paid at closing of the Brokered Financing, and the remaining Agent’s Commission will be held in escrow and paid at the closing of the Transaction. As additional compensation, Kobo and Meteorite have agreed to issue to the Agent the Agent Unit Warrants. Each Agent Unit Warrant will be issued on the closing of the Transaction. Kobo and Meteorite have also agreed to pay the Cash Corporation Finance Fee. The portion of the Cash Corporate Finance Fee attributable to the Kobo Subscription Receipts was paid at closing of the Brokered Financing, and the remaining Cash Corporate Finance Fee will be held in escrow and paid at the closing of the Transaction. Kobo and Meteorite shall issue Corporate Finance Compensation Options at the earlier of the satisfaction of the Escrow Release Conditions or March 31, 2023. For clarity, in accordance with the policies of the TSXV, any compensation described above

18 -

payable in respect of Meteorite Subscription Receipts is to only be payable on the closing of the Transaction, and is held in escrow with the Subscription Receipt Agent until such date.

Each Subscription Receipt is automatically convertible into one Resulting Issuer Share and one half Resulting Issuer Warrant without any payment or further action on part of the holder, provided the Escrow Release Conditions are satisfied on or before the Termination Date. The proceeds of the Concurrent Financing will be released to Kobo and Meteorite, as applicable, from escrow upon the satisfaction of the Escrow Release Conditions. If the Escrow Release Conditions are not satisfied or waived by that date or the Amalgamation Agreement is terminated or Kobo and/or Meteorite announces to the public by way of press release or advises the Agent and TSX Trust Company in writing, that it does not intend to satisfy the Escrow Release Conditions, then all proceeds from the Concurrent Financing together with any interest thereon will be returned to holders of Subscription Receipts.

The Subscription Receipts were issued (i) under applicable prospectus exemptions in all provinces of Canada, as well as (ii) in jurisdictions outside of the provinces of Canada, in each case in accordance with all applicable laws provided that no prospectus, registration statement or similar document is required to be filed in such jurisdiction.

The Kobo Subscription Receipts are not eligible for Tax-Free Savings Accounts (“TFSA”), Registered Retirement Savings Plans (“RRSP”), Registered Education Savings Plans (“RESP”), Regstered Retirement Income Fund (“RRIF”) or Deferred Profit Sharing Plan (“DPSP”) Accounts. The Meteorite Subscription Receipts are eligible for TFSA, RRSP, RESP, RRIF and DPSP Accounts.

Following Closing, the securities of the Resulting Issuer will be eligible for TFSA, RRSP, RESP, RRIF and DPSP Accounts.

See “Part II – Information Concerning the Transaction – The Financing” .

Principal Assets

Conditions to Completion of the Transaction

Interests of Insiders

Kobo’s only business is acquiring, exploring and developing gold property assets located in West Africa, primarily in Côte d’Ivoire. Its sole material asset is the Kossou Permit, which forms the basis of its Kossou Gold Project. See “Part IV – Information Concerning Kobo – Narrative Description of the Business” .

The completion of the Transaction is conditional upon, among other things, obtaining necessary shareholder approval or consents, where applicable, and meeting the terms and conditions set forth in the Amalgamation Agreement. It is expected that the Resulting Issuer will meet the public distribution requirements of a Tier 2 Issuer as set out in the Initial Listing Requirements of the Exchange. See “Part II – Information Concerning the Transaction ”.

No Insider of Meteorite or Kobo and no Associate or Affiliate of the same, has any interest in the Transaction, other than those which arise from the holding of Meteorite securities or Kobo securities. There is no person or company that is a control person of Kobo or that has been, within the two most recently completed financial years or during the current financial year, a promoter of Kobo or any subsidiary of Kobo, as such term is defined in the Securities Act (Québec).

19 -

See See “Part III – Information Concerning Meteorite” and “Part IV – Information Concerning Kobo” .

Arm’s Length Transaction

Directors, Officers and Promoters of the Resulting Issuer

The Transaction is not a Non-Arm’s Length Transaction pursuant to the policies of the Exchange. See “ Part II – Information Concerning the Transaction – Summary of the Transaction and Related Transactions ”, “ Part III – Information Concerning Meteorite – Arm’s Length Transactions” and “ Part IV – Information Concerning Kobo – Arm’s Length Transactions ”.

Upon the completion of the Amalgamation, the Resulting Issuer Board and Resulting Issuer Officers shall be comprised of the individuals listed below. It is anticipated that the number and percentage of Resulting Issuer Shares over which such new directors and officers, and the Associates and Affiliates of such new directors and officers, exercise control, will be as set forth below:

Proposed Directors, Officers and Promoters	Number of Resulting Issuer Shares upon Completion of the Transaction and % of Class Held or Controlled(1)
Edouard Gosselin, CEO, Director	15,500,000 Common Shares (20.15%)
Paul Sarjeant, President & COO, Director	8,000,000 Common Shares (10.4%)
Gilles Couture, CFO	-
Frank Ricciuti, Chairman, Director	2,563,333 Common Shares (3.33%)
Patrick Gagnon, Director	2,892,400 Common Shares (3.76)(2)
Jeff Hussey, Director	200,000 Common Shares (0.26%)
Charles Spector, Director	82,600 Common Shares (0.107%)

Notes:

(1) Calculation on an undiluted basis and based on 76,928,349 Resulting Issuer Shares outstanding upon the completion of the Transaction and Concurrent Financing.

(2) Includes 1,452,000 Common Shares held by Corporation Gagnon Capital Inc, a corporation controlled by Mr. Gagnon.

See “ Part V – Information Concerning the Resulting Issuer – Directors, Officers and Promoters”.

Available Funds

The following table sets forth the funds anticipated to be available to the Resulting Issuer on a consolidated basis after giving effect to the Transaction:

Source of Funds	Amount of Funds
Estimated working capital of Resulting Issuer as at January 31, 2023 (prior to the Concurrent Financing)	($725,400)
Net proceeds from the Concurrent Financing(1)	$4,155,400
Total Estimated Funds Available	$3,430,000

Note:

20 -

(1) Representing gross proceeds of $4,676,400, less legal & filing costs of approximately $275,000 and Agent costs (including the Agent’s Commission, Cash Corporate Finance Fee and additional costs) of approximately $246,000.

See : Part II – Information Concerning the Transaction – Available Funds”.

Principal Purposes of Funds

The following table summarizes the expenditures anticipated by the Resulting Issuer required to achieve its business objectives during the 12 months following completion of the Transaction (figures rounded off to the nearest $1000):

		Uses of Total Estimated Funds Available	Amount of Funds
		Phase 1 Work Program– Kossou Gold Project
		Trenching-Excavation	$35,000
		Support, Logistics, Travel	$139,000
		Staff Costs (Geology/Mapping)	$255,000
		Contingency (5%)	$21,000
		Drilling/RC Costs – 8,500 m	$822,000
		Analytical Costs (RC Samples)	$207,000
		Road Building, Contingency	$82,000
		Sub-Total Kossou Gold Project	$1,561,000
		Kotobi License Mag Survey	$180,000
		Total Exploration Costs	$1,741,000
		General & Administrative Expenses (12 Months)
		Management Fees	$225,000
		Investor Relations	$108,000
		Legal Fees	$60,000
		Audit Fees	$35,000
		Accounting Fees	$90,000
		Public Company Costs(1)	$18,000
		Administrative(2)	$175,000
		Miscellaneous(3)	$165,000
		Total General & Administration Expenses	$876,000
		Total Estimated Uses of Funds Unallocated Capital	$2,617,000 $813,000

Notes:

(1) Includes regulatory filing fees.

(2) Includes travel, office costs, D & O liability insurance and internet and license renewal fees

(3) Vehicle purchases and construction of the Kossou logging facility.

Notwithstanding the proposed uses of available funds discussed above, there may be circumstances where, for sound business reasons, a reallocation of funds may

21 -

be necessary or prudent. It is difficult, at this time, to definitively project the total funds necessary to effect the planned activities of the Resulting Issuer. For these reasons, management of Meteorite and Kobo consider it to be in the best interests of the Resulting Issuer and its shareholders to afford management a reasonable degree of flexibility as to how the funds are employed among the uses identified above, or for other purposes, as the need arises. For additional information, see “ Part V – Information Concerning the Resulting Issuer – Available Funds” , “Part V – Information Concerning the Resulting Issuer – Principal Purposes ” and “ Part V – Information Concerning the Resulting Issuer – Narrative Description of the Business ”. Further, the above uses of available funds should be considered estimates. See “ Forward-Looking Statements ”.

Dividends

It is not expected that the Resulting Issuer will declare any dividends for the foreseeable future. There are no restrictions in the Resulting Issuer’s articles or elsewhere which could prevent the Resulting Issuer from paying dividends subsequent to the completion of the Transaction. The Resulting Issuer Board will determine if, and when, to declare and pay dividends in the future from funds properly applicable to the payment of dividends based on the Resulting Issuer’s financial position at the relevant time. Holders of Resulting Issuer Shares will be entitled to an equal share in any dividends declared and paid on the Resulting Issuer Shares on a per share basis.

See “Part V – Information Concerning the Resulting Issuer – Dividends ”.

Selected Pro Forma Consolidated Capitalization of the Resulting Issuer

		Number of Shares	Percentage (undiluted)
	Resulting Issuer Shares


	Held by current Meteorite Shareholders (Post- Consolidation)	1,413,000(1)	1.84%
Held by Subscription Receipt Investors		18,705,600	24.32%
Held by current Kobo Shareholders (post- Consolidation)		56,809,749	73.85%
Total		76,928,349	100%
Resulting Issuer Convertible Securities


Resulting Issuer Warrants issuable to holders of the Kobo 2021 Warrants		4,250,034(2)	23.35%
Resulting Issuer Warrants issuable to holders of the Kobo Warrants and Meteorite Warrants		9,352,800	51.39%
Agent Unit Warrants		1,081,968	5.95%

22 -

(comprised of 721,312 Resulting Issuer Shares and 360,656 ResultingIssuer Warrants)
Resulting Issuer Options	3,513,040(3)(4)	19.30%
Total	18,197,842	100%

Notes:

(1) Represents the 1,413,000 Meteorite Shares currently issued and outstanding after applying the Consolidation Ratio.

(2) Exercisable to purchase Resulting Issuer Shares at a price of $0.30 per Resulting Issuer Share until August 31, 2023.

(3) Represents 3,400,000 Kobo Options (including 250,000 Kobo Options granted to Chris Picken, geologist and consultant of the corporation, on March 1, 2023).exercisable for Resulting Issuer Shares at an exercise price of $0.20 and 113,040 Meteorite Options currently outstanding after giving effect to the Consolidation and closing of the Transaction.

(4) The Resulting Issuer Stock Option Plan is limited to 9.5% of the issued and outstanding share capital of the Resulting Issuer, totaling 7,308,193 Options available for grant. Factoring in the 3,513,040 Meteorite Options and Kobo Options already granted, a total of 3,795,153 Resulting Issuer Options remain available for future grants.

See “Part V – Information Concerning the Resulting Issuer – Fully Diluted Share Capital”.

Selected Pro Forma Financial Information of the Resulting Issuer

	Meteorite as at September 30, 2022 (Unaudited) ($)	Kobo as at September 30, 2022 (Unaudited) ($)	Following Completion of the Transaction ($)
Cash	5,137	141,705	4,878,788
Total Assets	118,933	188,785	4,925,868
Total Liabilities	30,287	923,008	933,295
Total Shareholders’ Equity (Deficiency)	88,646	(734,223)	3,992,573

Notes:

See Appendix “E” – “Unaudited Pro Forma Consolidated Statement of Financial Position of the Resulting Issuer”.

Trading Price

Shareholder Approval

The Meteorite Shares are listed on the Exchange under the symbol “MTR.P”. The closing price of the Meteorite Shares on November 1, 2022, being the last day the Meteorite Shares traded on the Exchange, was $0.05. See “ Part III – Information Concerning Meteorite – Trading Price ”.

Meteorite Shareholder approval is not required for the Transaction under the policies of the Exchange, as the Transaction is not a Non-Arm’s Length Qualifying Transaction. On February 18, 2023, Kobo Shareholders approved the Amalgamation by unanimous written resolution. See “Part II – Information Concerning the Transaction – Approvals Necessary for the Transaction – Shareholder Approval”.

23 -

Conflicts of The proposed directors and officers of the Resulting Issuer are aware of the Interest existence of laws governing accountability of directors and officers for corporate opportunity and the laws requiring disclosure by directors and officers of conflicts of interest. The Resulting Issuer will rely upon such laws in respect of any such conflict of interest or in respect of any breach of duty by any of the Resulting Issuer’s directors or officers. Any such conflicts are required to be disclosed by such directors or officers in accordance with the CBCA and the directors of the Resulting Issuer are required to govern themselves in respect thereof to the best of their ability in accordance with the obligations imposed upon them by law.

Certain proposed directors of the Resulting Issuer are, or may in the future be, directors, officers or shareholders of other companies that are, or may in future be, engaged in the business of, or enter into transactions with, the Resulting Issuer. Such associations and transactions may give rise to conflicts of interest from time to time.

See “ Part V – Information Concerning the Resulting Issuer – Conflicts of Interest” .

Risk Factors

An investment in Meteorite Shares or Resulting Issuer Shares (both before and after completion of the Transaction) should be considered highly speculative and involves a high degree of risk. Material risk factors affecting the Resulting Issuer include, without limitation, the following: Kobo may not complete the Transaction or receive Exchange approval; the Amalgamation Agreement may be terminated by either Kobo or Meteorite in certain circumstances; the Transaction will have dilutive effect on Meteorite Shareholders; the Transaction may divert the attention of the management of Kobo; the tax consequences of the Transaction; Kobo may not realize anticipated benefits of the Transaction; proforma financial statements are illustrative only; market price and listing of the Common Shares is dependent on satisfaction of Exchange requirements; the market price of the Resulting Issuer Shares may be volatile; the Resulting Issuer may issue additional equity securities; the value assigned to the Resulting Issuer may be incorrect; there is no assurance that the Resulting Issuer will declare a dividend; the limited operating history of Kobo; the exploration and development risk associated with mining operations; Kobo has a history of negative cash flow and no assurance can be given that the Resulting Issuer will ever attain positive cash flow; dependence on the Kossou Property; uncertainty of resource estimates; variation in the prices of various commodities; mineral deposits may not be economical; changes in the market price of metals; volatility in the price of gold and other commodities; mining operations may not be established or profitable; the Resulting Issuer may not use the available funds as described in the Filing Statement; ability to exploit future discoveries; financing risks; operations and exploration may be subject to governmental regulations; operation and exploration activities are subject to environmental and endangered species laws and regulations; mineral properties may be subject to the rights of indigenous peoples; permits and licences; operational risks; subject to evolving laws and regulations regarding environmental matters, additional costs to mineral property operators resulting from international climate control initiatives; community relations; competition; defects in title to mineral properties; potential adverse effects of integration of assets and/or companies following an amalgamation; future litigation could affect title; deficient third party reviews, reports and projections; dependence on key individuals;

24 -

directors and officers may have conflicts of interest; global financial conditions may be volatile; adequate infrastructure may not be available to develop the Kossou Property; pandemics, including the ongoing spread of COVID-19, may negatively impact the Resulting Issuer’s business; future acquisitions and partnerships; adverse tax consequences arising from the CRA’s recent focus on foreign income earned by Canadian companies; anti-bribery laws; the Resulting Issuer will be subject to strong competition in Côte d’Ivoire and in the global mining industry; the availability of equipment, materials and skilled technical workers; the Resulting Issuer will be exposed to foreign exchange risk; the availability and commitment of qualified management and technical personnel; the Resulting Issuer’s operations are subject to human error; disruption from non-governmental organizations; compliance with health and safety laws and regulations; nature and climate conditions; uninsured or uninsurable risks; and disruption in the Resulting Issuer’s activities due to acts of God may adversely affect the Resulting Issuer.

The Resulting Issuer’s future development and actual operating results may be very different from those expected as at the date of this Filing Statement. No representation is or can be made as to the future performance of the Resulting Issuer and there can be no assurance that the Resulting Issuer will achieve its objectives. Accordingly, readers should carefully consider the risk factors contained herein under “Part VI – Risk Factors”.

Exchange The Listing will be subject to the Resulting Issuer fulfilling all of the minimum listing Approval requirements of the Exchange and obtaining final approval of the Exchange. There can be no assurance that the Exchange will list the Resulting Issuer Common Shares.

The Exchange has conditionally accepted the Transaction subject to Meteorite fulfilling all of the requirements of the Exchange on or before June 14, 2023. There can be no assurance that Meteorite will be able to satisfy the requirements of the Exchange such that the Exchange will issue the Final Exchange Bulletin.

Interests of The auditor of Kobo is BDO Canada LLP, having its principal office in Montreal, Experts Québec.

BDO Canada LLP is independent with respect to Kobo within the meaning of the Rules of Professional Conduct of l’Ordre des CPA du Québec . See “ Part IV – Information Concerning Kobo – Auditor, Transfer Agent and Registrar ” and “ Part V – Information Concerning the Resulting Issuer – Auditor, Transfer Agent and Registrar ”.

The auditor of Meteorite is MNP LLP having an office in Montreal, Québec.

MNP is independent with respect to Meteorite within the meaning of the Rules of Professional Conduct of l’Ordre des CPA du Québec . See “ Part III – Information Concerning Kobo – Auditor, Transfer Agent and Registrar ” and “ Part V – Information Concerning the Resulting Issuer – Auditor, Transfer Agent and Registrar ”.

Upon completion of the Transaction, BDO Canada LLP is expected to become the auditors of the Resulting Issuer.

Timothy J. Strong, MIMMM – Principal Geologist with Kangari Consulting LLC, has provided Meteorite and Kobo with the Technical Report.

25 -

Timothy J. Strong is a Qualified Person for the purposes of NI 43-101 and the Technical Report has been prepared in compliance with NI 43-101 and Form 43101F1. The author of the report has not received, nor expects to receive, any interest, directly or indirectly, in the Kossou Gold Project or securities of Kobo or Meteorite and therefore has confirmed his independence as per the rules of NI 43101. See the Technical Report attached to this Filing Statement.

None of the foregoing persons or any of their respective directors, officers or employees beneficially own, directly or indirectly, any securities, nor do they have any interest in the property of Meteorite, Kobo, the Resulting Issuer or any of their Associates or Affiliates. See “ Part VII – General Matters – Interests of Experts ”.

26 -

PART II – INFORMATION CONCERNING THE TRANSACTION

The following is a summary of the material terms of the Amalgamation Agreement. This summary does not purport to be a complete summary of the Amalgamation Agreement and is qualified in its entirety by reference to the full text of the Amalgamation Agreement, a copy of which is available for review under Meteorite’s SEDAR profile at www.sedar.com.

Terms used in this “ Part II – Information Concerning the Transaction” but not otherwise defined in this Filing Statement shall have the meaning ascribed thereto in the Amalgamation Agreement.

Background of the Transaction

The parties have agreed to complete the Amalgamation pursuant to the Amalgamation Agreement. Upon completion of the Amalgamation, the combined entity comprising Meteorite Subco and Kobo will become a wholly owned subsidiary of Meteorite and Meteorite will continue the business of Kobo. It is intended that the Transaction will constitute a “Qualifying Transaction” in accordance with (and as defined under) Exchange Policy 2.4.

Pursuant to the Amalgamation Agreement, and subject to adjustment as provided thereunder, the parties intend to effect the following steps on or about Closing, the whole as approved by Meteorite Shareholders at a special meeting of shareholders on February 7, 2023 (collectively, the “ Meteorite Shareholders’ Resolutions ”):

(i) Meteorite will complete the Consolidation and will consolidate its outstanding common shares on the basis of one (1) new post-Consolidation Meteorite Share for every five (5) pre-Consolidation Meteorite Shares;

(ii) Meteorite will change its name to “Kobo Resources Inc.”, or such other name as may be determined by Kobo, subject to Applicable Laws and Exchange Policies; and

(iii) Meteorite will complete the Board Reconstitution and replace its officers with the officers of Kobo.

It is anticipated that immediately following completion of the foregoing steps and the Concurrent Financing, an aggregate of approximately 76,928,349 Resulting Issuer Shares will be issued and outstanding, and: (a) former holders of Kobo Shares will hold 56,809,749 Resulting Issuer Shares, representing approximately 73.85% of the outstanding Resulting Issuer Shares; (b) holders of Subscription Receipts will hold 18,705,600 Resulting Issuer Shares, representing approximately 24.32% of the outstanding Resulting Issuer Shares; and (c) former Meteorite Shareholders will hold 1,413,000 Resulting Issuer Shares, representing approximately 1.84% of the outstanding Resulting Issuer Shares.

Reasons for the Transaction

The Transaction, together with the release of the Escrowed Funds, will provide Kobo with additional capital to pursue its business objectives. The Transaction will also provide Kobo with potentially greater access to capital markets in the future and may facilitate the completion of acquisitions on accretive terms in the future. Further, the Transaction provides the potential for liquidity to Kobo’s Shareholders.

27 -

Summary of the Transaction and Related Transactions

In connection with the completion of the Transaction and pursuant to the Amalgamation Agreement, the Kobo Subscription Receipt Agreement and the Meteorite Subscription Receipt Agreement, it is anticipated that the following transactions will be completed:

a) Meteorite will complete the Consolidation and will consolidate its outstanding common shares on the basis of one (1) new post-Consolidation Meteorite Share for every five (5) preConsolidation Meteorite Shares;
b) the Kobo Subscription Receipts will be exchanged for Kobo Shares and Kobo Warrants, which will then immediately be exchanged for Resulting Issuer Shares and Resulting Issuer Warrants, respectively, in each case on a post-Consolidation basis;
c) the Meteorite Subscription Receipts will be exchanged for Resulting Issuer Shares and Resulting Issuer Warrants, respectively, in each case on a post-Consolidation basis;
d) the Escrowed Funds will be released from escrow and remitted to Kobo and Meteorite, subject to the terms of the Kobo Subscription Receipt Agreement and the Meteorite Subscription Receipt Agreement, as applicable;
e) The Board Reconsitution will take effect, whereby Meteorite will cause the current directors and officers of Meteorite and Meteorite Subco to resign, and Kobo will designate the Resulting Issuer Board and management thereof prior to the Effective Date;
f) Meteorite will acquire Kobo through the Amalgamation, the steps of which are described further below under the heading “ Part II – Description of the Transaction – The Amalgamation Agreement and the Transaction – Amalgamation Steps ”; and
g) the Resulting Issuer will be renamed “Kobo Resources ~~I~~ nc.”, or such other name as determined by Kobo.

The Transaction is intended to be completed prior to the Listing and will result in the reverse takeover of Meteorite by the shareholders of Kobo. Completion of the Transaction is subject to compliance with the terms and conditions set forth in the Amalgamation Agreement, which are discussed further below under the heading “ Part II – Description of the Transaction – The Amalgamation Agreement and the Transaction – Conditions of the Transaction ”. If the terms and conditions of the Amalgamation Agreement are satisfied (or waived, as applicable), it is expected that the Transaction will be completed and become effective on or about March 31, 2023 or such other date as may be determined by the parties thereto. However, the effective date of the Transaction could be delayed for a number of reasons. See “ Part VI – Risk Factors ”.

A corporate organizational chart reflecting the expected corporate structure of the Resulting Issuer following the Effective Date is set forth below. See “Part V – Information Concerning the Resulting Issuer – Corporate Structure ”.

28 -

The terms of the Transaction, as set out in the Amalgamation Agreement and summarized below, were established through arm’s length negotiations between the respective management of Kobo and Meteorite.

No finder’s fee or commission in relation to the Transaction is payable and no deposit, advance or loan has been made by Meteorite to Kobo.

The Amalgamation Agreement and the Transaction

Pursuant to the Amalgamation Agreement, the parties will complete a three-cornered amalgamation whereby Meteorite Subco, a wholly-owned subsidiary of Meteorite, will amalgamate with Kobo to form Amalco, and Meteorite will acquire all of the issued and outstanding Amalco Shares. The shareholders of Kobo will receive post-Consolidation Meteorite Shares in exchange for their Kobo Shares, resulting in a reverse takeover of Meteorite by Kobo. The amalgamated corporation resulting from the amalgamation of Meteorite Subco and Kobo will be wholly-owned by the Resulting Issuer. The following is a summary of the Amalgamation Agreement and is qualified in its entirety by the full text of the Amalgamation Agreement, which has been filed on SEDAR and is incorporated by reference herein.

Representations, Warranties and Covenants

Kobo and Meteorite agreed to certain representations and warranties relating to, among other things: the incorporation and registration of each party; the power and authority to enter into and perform the obligations under the Amalgamation Agreement and its related agreements; required approvals; no conflict; absence of undisclosed liabilities; their material contracts; the absence of guarantees; the financial statements of each party; taxes duly filed; capitalization; no indebtedness to any directors, officers consultants or creditors; absence of contingent tax liabilities; absence of litigation; and no use of funds for unlawful contributions.

Conditions of the Transaction

The Amalgamation Agreement contains a number of conditions precedent to the obligations of Meteorite and Kobo. Unless all such conditions are satisfied or waived by the party for whom benefit such conditions exist, to the extent it may be capable of waiver, the Transaction will not proceed. There is no assurance that these conditions will be satisfied or waived on a timely basis, or at all. The conditions to the Transaction becoming effective are set out in the Amalgamation Agreement and are summarized below.

Mutual Conditions Precedent

The parties are not required to complete the Amalgamation unless each of the following conditions is satisfied on or prior to the Effective Date, which conditions may only be waived by the mutual consent of each of the parties:

a) Required Approvals. Kobo shall have obtained the approval of its shareholders for the Amalgamation.
b) Regulatory Consents and Exemptions. There will have been obtained, from all relevant Authorized Authorities, such Authorizations as are required to be obtained by Kobo and Meteorite to consummate the Amalgamation, including the approval of the TSXV for the Amalgamation and the conditional approval of the listing on the TSXV of the Resulting Issuer Shares issuable pursuant to the Amalgamation, including those underlying the Resulting Issuer Warrants and Resulting Options, as well as the completion, satisfaction
29 -

or waiver of all conditions precedent to such listing (other than those to be completed or satisfied upon completion of the transactions contemplated hereby).

c) No Action or Proceeding. No bona fide legal or regulatory action or proceeding will be pending or threatened by any Person to enjoin, restrict or prohibit the Amalgamation or any other of the transactions contemplated hereby, or the right of Meteorite or Kobo to continue, expand, and develop their business.
d) Dissent Rights. Dissent rights will not have been exercised in respect of a total number of Kobo Shares exceeding 5% of the Kobo Shares then outstanding.
e) Concurrent Financing. The Concurrent Financing shall have closed.
f) Prospectus Exemption. The distribution of (A) the Kobo Shares, Kobo Warrants, Kobo Options and Kobo Agent Warrants and (B) the Resulting Issuer Shares, Resulting Issuer Options and Resulting Issuer Warrants to be issued pursuant to the transactions contemplated hereby will be exempt from applicable prospectus and registration requirements of applicable laws and will be freely tradeable pursuant to Canadian securities laws except those imposed pursuant to escrow restrictions of the TSXV and those applicable to control persons.

Conditions for the Benefit of Meteorite

The completion of the Transaction is subject to the following conditions being satisfied at or prior to the Effective Date, which conditions are for the exclusive benefit of Meteorite and may be waived, in whole or in part, by Meteorite in its sole discretion:

a) Kobo shall have delivered:
(i) as at Closing, certificates of good standing or equivalent for Kobo, duly issued by the authorized government corporate registry in the applicable jurisdiction of incorporation dated no later than two days prior to Closing;
(ii) such due diligence materials including, but not limited to, the minute books of Kobo, such as directors resolutions, shareholder ledgers and shareholder registers and such other documents as Meteorite’s counsel may request, acting reasonably;
(iii) an NI 43-101 compliant technical report in respect of the Kossou Property;
(iv) audited financial statements of Kobo for the two most recently completed financial years, and any other interim financial statements of Kobo requested by the TSXV; and
(v) such other documents as may be required by Meteorite, acting reasonably;
b) the representations and warranties of Kobo made under the Amalgamation Agreement shall be true and correct at the Effective Time and with the same effect as if made at and as of the Effective Time;
30 -
c) Kobo shall have performed and complied with all the obligations and covenants contained in the Amalgamation Agreement to be performed and complied with by it, other than those conditions which are waived by Meteorite;
d) Kobo shall have obtained all necessary consents and approvals outlined in the Amalgamation Agreement;
e) there will have been no material adverse changes, adverse change of material fact or any development that could reasonably result in an adverse material impact on the business, financial results, operations or affairs of Kobo;
f) no event shall have occurred or condition or situation shall have arisen or legislation (whether by statute, rule, regulation, by-law or otherwise) shall have been introduced that might reasonably be expected to have a materially adverse effect upon Kobo or the financial condition, results of operations or business prospects of Kobo;
g) Meteorite shall have received all closing documentation; and
h) Kobo will not have incurred any liabilities other than those which are:
(i) reasonably incurred in the ordinary course of business; or
(ii) incurred with the consent of Meteorite, not to be unreasonably withheld.

Conditions for the Benefit of Kobo

The completion of the Transaction is subject to the following conditions being satisfied at or prior to the Effective Date, which conditions are for the exclusive benefit of Kobo and may be waived, in whole or in part, by Kobo in its sole discretion:

a) Meteorite will have delivered:
(i) as at Closing, certificates of good standing or equivalent for Meteorite, duly issued by the authorized government corporate registry in the applicable jurisdiction of incorporation dated no later than two days prior to Closing;
(ii) such due diligence materials including, but not limited to, the minute books of Meteorite, such as directors resolutions, shareholder ledgers and shareholder registers and such other documents as Kobo’ counsel may request, acting reasonably;
(iii) audited financial statements of Meteorite for the two most recently completed financial years, and any other interim financial statements of Kobo requested by the TSXV; and
(iv) such other documents as may be required by Kobo, acting reasonably;
31 -
b) all representations and warranties of Meteorite were true and correct as of the date of the Amalgamation Agreement and are true and correct as of the Closing;
c) Meteorite will have fulfilled or complied with all covenants contained in the Amalgamation Agreement and any related agreements to be fulfilled or complied with by it at or prior to the date of Closing;
d) Meteorite shall have obtained all necessary consents and approvals outlined in the Amalgamation Agreement;
e) there will have been no material adverse changes, adverse change of material fact or any development that could reasonably result in an adverse material impact on the business, financial results, operations or affairs of Meteorite;
f) Kobo shall have received from Meteorite the closing documentation;
g) Meteorite shall have completed the Consolidation;
h) Meteorite shall have completed a name change to “Kobo Resources Inc.” or such other name approved by Kobo; and
i) Neither Meteorite nor Meteorite SubCo shall have have undertaken any business other than in connection with the Amalgamation, nor shall either entity have any current liabilities or longterm debt as at Closing.

Termination Rights

The Amalgamation Agreement may be terminated by mutual consent of Kobo and Meteorite, or by either party on the following conditions:

By Kobo if:

a) the shareholders of Meteorite have not approved the Meteorite Shareholders’ Resolutions;
b) Meteorite has not received the requisite TSXV approvals with respect to the Transaction on or before March 31, 2023;
c) Meteorite materially breaches any of its representations or warranties or fails to comply with any covenants contained herein, and such default is not remedied within five Business Days of written notice provided to Meteorite of such default; or
d) any of the conditions precedent contained herein for the benefit of Kobo, has not been complied with, or waived by Kobo.
32 -

By Meteorite if:

a) the shareholders of Kobo have not approved the Transaction;
b) Kobo has not received the requisite TSXV approvals with respect to the Transaction on or before March 31, 2023;
c) Kobo materially breach any of its representations or warranties or fails to comply with any covenants contained herein, and such default is not remedied within five Business Days of written notice provided of such default; or
d) any of the conditions precedent contained herein for the benefit of Meteorite have not been complied with, or waived by Meteorite.

In addition, the Amalgamation Agreement shall terminate automatically in the event that the Transaction has not been completed before March 31, 2023, unless such date has been extended by mutual agreement of the parties in writing.

Upon the termination of this Agreement, the parties shall be released from their obligations other than as expressly contemplated in the Amalgamation Agreement, excepting those relating to payment of expenses, provided that nothing shall relieve a party from liability arising prior to such termination.

Directors and Officers of the Resulting Issuer

Concurrently with the completion of the Amalgamation, Meteorite will cause all of the then-current directors and officers of Meteorite and Meteorite Subco to resign without payment by or any liability to Meteorite, Meteorite Subco or Amalco, and to cause each such director and officer to execute and deliver a release in favour of Meteorite, Meteorite Subco and Amalco, in a form acceptable to Meteorite and Kobo.

The number of directors of the Resulting Issuer upon Closing shall be six (6). Subject to the receipt of all necessary approvals, the directors of the Resulting Issuer shall be: Edouard Gosselin, Paul Sarjeant, Frank Ricciuti, Patrick Gagnon, Jeff Hussey and Charles Spector. The officers of the Resulting Issuer, until changed or added to by the board of directors of the Resulting Issuer, shall be as follows: Edouard Gosselin, (Chief Executive Officer and Corporate Secretary), Paul Sarjeant (President & Chief Operating Officer) and Gilles Couture (Chief Financial Officer).

Amalgamation Steps

Pursuant to the terms and conditions set forth in the Amalgamation Agreement, at the Effective Time and on a post-Consolidation basis:

a) Meteorite Subco and Kobo will amalgamate under the QBCA;
b) all Kobo Shares will be exchanged for Meteorite Shares on the basis of one (1) Meteorite Share for each Kobo Share held;
33 -
c) the Subscription Receipts will be exchanged for Resulting Issuer Shares and Resulting Issuer Warrants, as applicable;
d) each Kobo Warrant will be exchanged for a Resulting Issuer Warrant with the same exercise price and expiry time as the Kobo Warrant, as applicable;
e) each Kobo Option will be exchanged for a Resulting Issuer Option with the same exercise price and expiry time as the Kobo Option as applicable;
f) Amalco shall be a wholly-owned subsidiary of Meteorite;
g) the authorized capital of Amalco shall be an unlimited number of common shares;
h) the stated capital account in the records of Amalco for Amalco Common Shares shall be equal to the stated capital attributed to the shares of the companies amalgamating to create Amalco; and
i) the Resulting Issuer will continue the business of Kobo under the name “Kobo Resources Inc.”, or such other similar name as Kobo may determine and is acceptable to the Exchange.

Effect of Amalgamation

At the Effective Time:

a) the amalgamation of the Kobo and Meteorite Subco and their continuation as one company, Amalco;
b) the property, rights and interests of each of Kobo and Meteorite Subco will continue to be the property of Amalco;
c) Amalco will continue to be liable for the obligations of each of the Amalgamating Parties;
d) any existing cause of action, claim or liability to prosecution with respect to either or both Kobo and Meteorite Subco will be unaffected;
e) any legal proceeding prosecuted or pending by or against Kobo or Meteorite Subco may be prosecuted, or its prosecution may be continued, as the case may be, by or against Amalco;
f) any conviction against, or ruling, order or judgment in favour of or against, Kobo and Meteorite Subco may be enforced by or against Amalco; and
g) the by-laws of Amalco will be the same as those of Kobo, mutatis mutandis.

The Subscription Receipt Financing

34 -

On February 24, 2023, Kobo and Meteorite completed the Concurrent Financing for aggregate gross proceeds of $4,676,400, consisting of 13,736,400 Kobo Subscription Receipts and 4,969,200 Meteorite Subscription Receipts, at a price of $0.25 per Subscription Receipt. The Subscription Receipts were issued pursuant to the terms of the Kobo Subscription Receipt Agreement and the Meteorite Subscription Receipt Agreement, as applicable, and subject to the respective terms therein.

The Subscription Receipts sold as part of the Brokered Financing were sold on a “best efforts” agency basis by way of private placement exemption (i) under applicable prospectus exemptions in all provinces of Canada, and (ii) in jurisdictions outside of the provinces of Canada, in each case in accordance with all applicable laws provided that no prospectus, registration statement or similar document is required to be filed in such jurisdiction (the “ Qualifying Jurisdictions ”).

Each Meteorite Subscription Receipt is automatically convertible into one Resulting Issuer Share and one half Resulting Issuer Warrant without any payment or further action on part of the holder, provided the Escrow Release Conditions are satisfied on or before the Termination Date. The proceeds of the Concurrent Financing will be released to Meteorite, as applicable, from escrow upon the satisfaction of the Escrow Release Conditions. If the Escrow Release Conditions are not satisfied or waived by that date or the Amalgamation Agreement is terminated or Kobo and/or Meteorite announces to the public by way of press release or advises the Agent and TSX Trust Company in writing, that it does not intend to satisfy the Escrow Release Conditions, then all proceeds from the Concurrent Financing together with any interest thereon will be returned to holders of Subscription Receipts. The Meteorite Subscription Receipts are eligible for TFSA, RRSP, RESP, RRIF and DPSP Accounts. The Resulting Issuer securities issued in exchange for Meteorite Subscription Receipts will be subject to a trading restriction of four months and one day from the Closing Date.

Each Kobo Subscription Receipt is automatically convertible into one Kobo Share and one half Kobo Warrant without any payment or further action on part of the holder, which will then immediately be exchanged for Resulting Issuer Shares and Resulting Issuer Warrants on Closing, provided the Escrow Release Conditions are satisfied on or before the Termination Date. The proceeds of the Concurrent Financing will be released to Kobo from escrow upon the satisfaction of the Escrow Release Conditions. If the Escrow Release Conditions are not satisfied or waived by that date or the Amalgamation Agreement is terminated, then all proceeds from the Concurrent Financing together with any interest thereon will be returned to holders of Kobo Subscription Receipts. The Kobo Subscription Receipts are not eligible for TFSA, RRSP, RESP, RRIF and DPSP Accounts. Upon completion of the RTO Transaction, the Resulting

35 -

Issuer securities issued in exchange for Kobo Subscription Receipts will not have any trading restrictions in the Qualifying Jurisdictions.

Non-Brokered Private Placement

On December 30, 2022, Kobo completed a non-brokered private placement, pursuant to which it issued 2,613,750 Kobo Shares at a price of $0.20 per share, resulting in net proceeds to Kobo of $522,750.

Approvals Necessary for the Transaction

Shareholder Approval

No approval of the Transaction by the Meteorite Shareholders is required. Meteorite Shareholders approved the Meteorite Shareholders’ Resolutions at a special meeting of shareholders on February 7, 2023.

Pursuant to the provisions of the QBCA, the Amalgamation requires the approval of the Kobo Shareholders. Kobo Shareholders approved the Amalgamation by written resolution on February 18, 2023.

Exchange Approval

On March 16, 2023, the Exchange conditionally approved the Listing of the Resulting Issuer Common Shares, including those to be issued pursuant to the Amalgamation to the former Kobo Shareholders. The Listing is subject to the fulfillment of all of the requirements of the Exchange on or before June 14, 2023.

Legally, the Effective Date of the Amalgamation will be on the date a certificate of amalgamation is issued in respect of the Amalgamation. However, the Listing will be completed on the date the Exchange issues a Final Exchange Bulletin in respect of the Listing, which is expected to be within three (3) days after the Effective Date, provided all required documentation is filed with the Exchange.

36 -

PART III – INFORMATION CONCERNING METEORITE

The following information is presented prior to giving effect to the Transaction as at the date hereof or as otherwise specified herein. See “ Part V – Information Concerning the Resulting Issuer ” for pro forma business, financial and share capital information relating to the Resulting Issuer.

Corporate Structure

Name and Incorporation

Meteorite was incorporated pursuant to the provisions of the CBCA on April 27, 2018, “Meteorite Capital Inc.”. Meteorite’s registered office and principal place of business is located at 1 Place Ville Marie, Suite 3900, Montreal, QC H3B 4M7.

Intercorporate Relationships

Meteorite has one wholly-owned subsidiary, Meteorite Subco, formed for the purposes of completing the Amalgamation. Meteorite Subco was incorporated under the QBCA on November 11, 2021 as “9454-2123 Québec Inc.”

General Development of the Business

Overview and History of Meteorite

Meteorite is a capital pool company, meaning that its principal business is to identity and evaluate opportunities for acquisition of an interest in assets or businesses, and once identified and evaluated, to negotiate an acquisition or participation in such assets or business in order to complete a Qualifying Transaction. Until Meteorite completes a Qualifying Transaction, it will not carry on any business other the identification and evaluation of assets or businesses in connection with a potential Qualifying Transaction. The Transaction herein is intended to be Meteorite’s Qualifying Transaction.

As at April 27, 2018, Meteorite had issued 2,065,000 Meteorite Shares at $0.075 per share for total proceeds of $154,875.

On September 17, 2018, Meteorite became a reporting issuer in the provinces of British Columbia, Alberta, Ontario and Québec.

On October 1, 2018, Meteorite successfully completed its initial public offering of 5,000,000 Meteorite Shares at a price of $0.15 resulting in gross proceeds of $750,000. Leede Jones Gable Inc. acted as the lead agent for the initial public offering. In connection with the initial public offering, Leede Jones Gable Inc. received a cash commission of $75,000, a corporate finance fee of $12,500 and 500,000 compensation warrants, which were set to expire 24 months from the date the Meteorite Shares were listed on the TSXV. Upon completion of the initial public offering, Meteorite had 7,065,000 Meteorite Shares issued and outstanding, of which, the Meteorite Founder Shares were held in escrow pending the completion of a Qualifying Transaction in accordance with Exchange Policy 2.4. Meteorite also granted stock options to acquire an aggregate of 706,500 Meteorite Shares at an exercise price of $0.15 per share to the directors and officers of Meteorite, which will expire 5 years from the date of grant. All Meteorite Shares acquired on exercise of stock options granted to directors and officer prior to the completion of a Qualifying Transaction

37 -

must also be deposited in escrow pending the completion of a Qualifying Transaction in accordance with Exchange Policy 2.4.

On October 12, 2018, Meteorite Shares were listed for trading on the Exchange under the stock symbol “MTR.P”.

On May 19, 2019, Meteorite announced that it had entered into a definitive agreement to acquire announced that it had signed a binding agreement to acquire all of the issued and outstanding shares of Sparkit Media Inc., a privately-held technology based corporation operating in the Influencer marketing and sales platform space. The agreement was intended to be Meteorite’s Qualifying Transaction; however, on February 26, 2021, Meteorite announced that it had terminated the agreement.

Effective January 1, 2021, the TSX-V implemented changes to Exchange Policy 2.4. In order for Meteorite to align itself with these changes, it was required to obtain approval from disinterested shareholders of Meteorite.

At a special meeting of the shareholders of Meteorite held on June 18, 2021, the requisite approval of disinterested shareholders of Meteorite was obtained for the following matters: (i) to remove the consequences of failing to complete a Qualifying Transaction within 24 months of Meteorite’s date of listing on the TSXV; and (ii) to amend the escrow release conditions and certain other provisions of Meteorite’s escrow agreement. Meteorite completed its transition under the new Exchange Policy 2.4 on April 7, 2021. Pursuant to the terms of the new Exchange Policy 2.4, Meteorite amended certain provisions of its previously existing escrow agreement, including allowing Meteorite’s escrowed securities to be subject to an 18-month escrow release schedule as detailed in the new Exchange Policy 2.4, rather than the 36month escrow release schedule under the previous Exchange Policy 2.4.

On November 1, 2022, Meteorite entered into the Letter of Intent with Kobo in respect of the Transaction.

On February 10, 2023, Meteorite entered into the Amalgamation Agreement with Kobo and Meteorite Subco in respect of the Transaction.

Narrative Description of the Business

Meteorite has never commenced commercial operations and has no assets other than cash. Meteorite has not carried on any business other than the identification and evaluation of businesses or assets with a view to completing a Qualifying Transaction and, once identified and evaluated, negotiating the acquisition or participation in such assets or businesses. See General Development of the Business – Overview and History of Meteorite .

The Transaction will constitute the Qualifying Transaction of Meteorite pursuant to Exchange Policy 2.4. For information regarding the Transaction, see “ Part II – Information Concerning the Transaction ”.

Financing

For information regarding the Concurrent Financing, see “ Part II – Information Concerning the Transaction – The Subscription Receipt Financing ” and “Part IV – Information Concerning Kobo – Description of Securities – Subscription Receipts ”.

38 -

Selected Financial Information

The following table sets forth selected audited consolidated financial information for Meteorite for the year ended December 31, 2021 and for the unaudited interim nine-month period ended September 30, 2022. Such information has been derived from and should be read in conjunction with the Meteorite Financial Statements and the Meteorite MD&A, attached to this Filing Statement as Appendix “A” and Appendix “B”, respectively.

	As at and for the nine-month period ended September 30, 2022 (Unaudited) ($)	As at and for the year ended December 31, 2021 (Audited)(1) ($)
Total assets	$118,933	$175,290
Total expenses	$40,271	$393,821
Shareholders’ equity	$88,646	$128,021
Total revenue	$896	$18,991
Net and comprehensive loss	$(39,375)	$(374,830)
Net lossper share	$(0.01)	$(0.05)

Notes:

(1) In this table, “Audited” means figures are extracted from the audited financial statements of Meteorite for the year ended December 31, 2021.

Management’s Discussion & Analysis

The Meteorite MD&A are attached hereto at Appendix “B” and should be read in conjunction with the Meteorite Financial Statements, which are attached hereto at Appendix “A”.

Description of the Securities

Common Shares

The authorized capital of Meteorite consists of an unlimited number of Meteorite Shares, of which 7,065,000 Meteorite Shares are currently outstanding (1,413,000 Meteorite Shares after giving effect to the Consolidation). The Meteorite Shares are without par value and entitle the holders thereof to receive notice of, attend and vote at all meetings of Meteorite Shareholders. Each Meteorite Share carries one vote at such meetings. Holders of Meteorite Shares are entitled to dividends as and when declared by the Meteorite Board. In the event of the voluntary or involuntary liquidation, dissolution or winding-up of Meteorite, after payment of all outstanding debts, the remaining assets of Meteorite available for distribution will be distributed to the holders of Meteorite Shares.

Warrants

There are no outstanding warrants to purchase Meteorite Shares.

Options

There are 565,200 Meteorite Options outstanding (113,040 Meteorite Options after giving effect to the Consolidation). Each Option is exercisable to acquire one Meteorite Share at a price of $0.15 ($0.75 after giving effect to the Consolidation).

Stock Option Plan

39 -

The Meteorite Board may from time to time, in its discretion, and in accordance with the Exchange requirements, grant to directors, officers, and technical consultants of Meteorite, non-transferable options to purchase Meteorite Shares, provided that the number of Meteorite Shares reserved for issuance will not exceed 10% of the issued and outstanding Meteorite Shares exercisable for a period of up to 10 years from the date of grant. The number of Meteorite Shares reserved for issuance to any individual director or officer will not exceed 5% of the issued and outstanding Meteorite Shares and the number of Meteorite Shares reserved for issuance to all technical consultants, if any, will not exceed 2% of the issued and outstanding Meteorite Shares. Meteorite Options may be exercised until the later of 12 months after the completion of the Transaction and 90 days following cessation of the optionee’s position with Meteorite, provided that if the cessation of office, directorship, or technical consulting arrangement was by reason of death, the option may be exercised within a maximum period of one year after such death, subject to the expiry date of such option. The exercise price of an option will be set by the Meteorite Board at the time such option is allocated.

On Closing, the Meteorite Option Plan shall be replaced with the Resulting Issuer Option Plan.

Prior Sales

Other than in the course of the Concurrent Financing, there have been no securities of Meteorite issued within the twelve (12) months before the date of this Filing Statement.

Trading Price and Volume

The Meteorite Shares are listed on the Exchange under the trading symbol “MTR.P”. The closing price of the Meteorite Shares on November 1, 2022, being the last day the Meteorite Shares traded on the Exchange was $0.05.

The following table sets forth the high and low daily closing prices and the volumes of trading of Meteorite Shares on the Exchange for the periods indicated.

Period	$ High	$ Low	Volume
November 1, 2022(1)	0.05	0.05	8,000
October 25, 2022	0.05	0.05	10,000
September 30, 2022	0	0	0
August 31, 2022	0	0	0

Notes:

(1) Halted in accordance with the Exchange Policies in connection with the Letter of Intent.

Arm’s Length Transactions

The Transaction is not a Non-Arm’s Length Qualifying Transaction within the meaning of the policies of the Exchange.

Interests of Insiders, Promoters and Control Persons

40 -

No Insider, Promoter or Control Person of Meteorite and their respective Associates and Affiliates (before giving effect to the Transaction) have any interest in Kobo.

Conflicts of Interest

Charles R. Spector, a proposed director of the Resulting Issuer, is a partner at the law firm of Dentons Canada LLP, which acts as legal counsel to Meteorite. There are otherwise no known conflicts of interest between any Insider, Promoter or Control Person of Meteorite and their respective Associates and Affiliates with respect to Kobo or the Transaction.

Legal Proceedings

To Meteorite’s knowledge, Meteorite is neither a party to, nor is any of its property the subject matter of, any legal proceedings, nor are any such proceedings known to Meteorite to be contemplated by any party since the beginning of the fiscal year ended December 31, 2021, being the most recently completed financial year for which Meteorite Financial Statements are being included in this Filing Statement.

Auditor, Transfer Agent and Registrar

The auditor of Meteorite is MNP LLP, 1155 Boul. René Lévesque Ouest, Suite 2300, Montreal, Québec, H3B 2K2. MNP LLP is independent with respect to Meteorite in accordance with the Rules of Professional Conduct of l’Ordre des CPA du Québec.

Meteorite’s transfer agent and registrar is TSX Trust Company (formerly known as AST Trust Company (Canada)) located at 1700 – 1190 Avenue des Canadiens-de-Montréal, Montréal, QC H3B 0G7.

Material Contracts

Meteorite has not entered into any material contracts, outside of the ordinary course of business, prior to the date hereof, other than:

a) the Amalgamation Agreement;
b) the Meteorite Escrow Agreement;
c) the transfer agency and registrarship agreement dated as of July 13, 2018 between Meteorite and AST Trust Company (Canada);
d) the Agency Agreement;
e) the Meteorite Subscription Receipt Agreement; and
f) the warrant indenture dated as of February 24, 2023 between and TSX Trust Company .

Copies of these agreements are available for inspection at the head office of Meteorite at 1 Place Ville Marie, Suite 3900, Montreal, QC H3B 4M7, during normal business hours until the completion of the Transaction and for a period of 30 days thereafter.

41 -

PART IV – INFORMATION CONCERNING KOBO

The following information has been provided by the officers of Kobo, Edouard Gosselin, Chief Executive Officer and Corporate Secretary, Paul Sarjeant, P. Geo, President and Chief Operating Officer and Gilles Couture, Chief Financial Officer, and is reflective of the current business, financial and share capital position of Kobo. See also the Kobo Financial Statements and the Kobo MD&A attached hereto at Appendix “C” and “D”, respectively. See “ Part V – Information Concerning the Resulting Issuer ” for pro forma business, financial and share capital information relating to the Resulting Issuer following the Transactions.

Although Meteorite has no knowledge that would indicate any statements contained herein relating to Kobo, its affiliates or the Kobo Shares taken from or based upon such information provided by Kobo are untrue or incomplete, neither Meteorite nor any of its officers or directors assumes any responsibility for the accuracy or completeness of the information relating to Kobo, its affiliates or the Kobo Shares, or for any failure by Kobo to disclose facts or events that may have occurred or may affect the significance or accuracy of any such information but which are unknown to Meteorite.

Corporate Structure

Name and Incorporation

Kobo was incorporated under the Business Corporations Act (Québec) on December 14, 2015 under the name 9333-9141 Québec Inc. On March 4, 2016, Kobo changed its name to Kobo Resources Inc. Kobo’s head office and registered office is located at 388 Grande-Allée East, Suite 101, Québec, Québec, G1R 2J4.

Intercorporate Relationships

Kobo currently has a wholly-owned subsidiary, Kobo Ressources Côte d’Ivoire SA (hereinafter referred to as Kobo C.I.), which was incorporated under the laws of the Republic of Côte d’Ivoire on August 24, 2016.

General Development of the Business

Kobo’s primary objective is to focus on the exploration and development of the Kossou Gold Project, which consists of one research permit (PR0852). The Kossou Gold Project (the “Project”) is located in the Yamoussoukro and Bouaflé regions of central Côte d’Ivoire. The permit is located approximately 22 km to the northwest from the capital, Yamoussoukro and 250 km from the financial capital of Abidjan. As at the date hereof, KOBO’s sole material property is the Kossou Gold Project which is solely owned by Kobo and covers 147.365 km[2] .

Project Description, Location, Access and Local Infrastructure

The Kossou Gold Project is located within the Yamoussoukro and Bouaflé regions of central Côte d’Ivoire, approximately 250 km North of the financial capital of Abidjan (Figure 1). The permit is accessed from Abidjan using the A3 motorway between Abidjan and Yamoussoukro. From Yamoussoukro the permit is reached using the main A6 road towards Bouaflé through Zatta and Toumbokro. The last 14 km from

42 -

Toumbokro to Kossou is on a recently upgraded laterite road as far as Kossou Dam. The permit has a good road network, with paved and laterite surfaces. There is also a good network of off-road 4x4 vehicle tracks within PR-852 which allows access to most of the targets identified by KOBO.

==> picture [344 x 143] intentionally omitted <==

==> picture [344 x 142] intentionally omitted <==

Figure 1: Kossou Gold Project Regional Location and Access

The district is well-known for its general infrastructure and its artisanal and commercial scale gold production. The universities in Abidjan and Yamoussoukro provide a suitably skilled labour force and the Kossou Gold Project lies just 22 km northwest of Yamoussoukro (Figure 2).

The nearest population centre to the Project is Kossou village which has a population of approximately 4,000 inhabitants. The majority of Kossou’s population are involved with operating the Kossou hydroelectric power station (CIE), subsistence farming, fishing and within formal and informal sections gold mining industry. There are several smaller villages within and in close proximity of the permit that provide a readily available supply of un-skilled labour.

43 -

The project is located on the edge of Lake Kossou, a man-made reservoir, covering an area of 1,855 km[2] . The lake is located on the Bandama River which runs parallel to the exploration permit. There is an abundant supply of water and electricity for mining activities.

The close proximity of the Kossou Gold Project to the hydroelectric power facility at Kossou Dam provides convenient access to the main grid power supply which transects the property. The power supply is expected to meet KOBO’s future mining and production requirements similar to those provided at Yaouré Gold Mine. The Kossou Dam and hydroelectric facility can produce up to 150 MW of power and the infrastructure is in place to supply future requirements.

Kobo currently utilises rented accommodation in Yamoussoukro to accommodate its field staff. The current compliment of 9 employees comprises field geologists, technicians, drivers, support staff, and security personnel. The local field labourer compliment varies between 10-30 depending on field activities. The area is serviced by a reliable cellular telephone and internet network.

==> picture [408 x 101] intentionally omitted <==

==> picture [408 x 100] intentionally omitted <==

==> picture [408 x 101] intentionally omitted <==

Figure 2: Kossou Gold Project Local Access from Yamoussoukro

Kobo C.I. is the first research permit holder for the area corresponding to the Kossou Gold Project. Therefore, there is no documented work prior to Kobo’s involvement. It is noted that there has been some illegal artisanal activity in the area covered by the permit, which is common in West Africa, but none of these activities are documented. There is evidence that the Road Cut Zone (“RCZ”) was previously identified, as a series of small pits were identified by Kobo geologists. However, there is no record of who or when these pits were dug, and no analytical data has been found associated with these pits.

44 -

Physiography and Vegetation

The physiography of the Kossou Gold Project area is dominated by an elevated ridge with topographic elevations vary between 200 m and 425 m (Figure 3). The southern and eastern areas of the permit are relatively flat with elevations varying between 200-250 metres above sea level.

The architecture of the elevated ridge clearly shows the main structures influencing the physiography are oriented north-south, east-west, northeast-southwest and northwest-southeast.

The natural vegetation in the region is classified as dense humid forest, consisting of forests and grasslands. There has been limited clearance of the natural vegetation for settlement and agricultural activities. The dominant land use in the area is subsistence farming with plantations of cacao, coffee, and tropical fruits dispersed throughout the area. The typical vegetation on the Kossou Gold Project is displayed in Figure 4.

==> picture [398 x 142] intentionally omitted <==

==> picture [398 x 141] intentionally omitted <==

Figure 3: Kossou Gold Project Physiography

45 -

==> picture [352 x 136] intentionally omitted <==

==> picture [352 x 137] intentionally omitted <==

Figure 4: Typical Vegetation on the Kossou Permit PR-852

Mineral Tenure

The legislative framework for exploration development and mining tenure is administered by the Ministry of Mines and Energy, through the Mineral Code, 2014. An exploration lease is issued for an initial period of four (4) years, renewable twice for successive periods of three (3) years. Exploration leases can be up to 400 km[2] in area but must be reduced by one quarter (1/4) on each renewal period.

The Kossou Gold Project comprises of one exploration permit (PR852) (Table 4-1). The permit is registered to Kobo C.I., the wholly owned Ivorian subsidiary of Kobo. The permit covers an area of 147.365 km[2] and is due to expire in November 2023. The permit corresponds to decree N[o] 2019-921 dated 6[th] November 2019.

The permit can be extended for a further three years (and subsequent three years) at the expiry date. The project is centred on coordinates 6[o] 57’ 44’’ N, 5[o] 24’ 54’’ W or Universal Transverse Mercator Zone 30 N 232,500 m E and 770,000 m N. Corner points for the permit are detailed in the Technical Report.

The annual expenditure requirement for years 1 to 3 is set as 110 million CFA (CA$236,390 based on an exchange rate of CA$1 to 465F CFA). For year 4 this rises to 220 million CFA (CA$472,780). The permit is in good standing with the Ministry of Mines and Energy and no known impediments exist.

Tenement	Area (Km2)	Application Date	Granted Date	Status	Expiry Date	Commodities
PR852	147.365	30/07/2019	06/11/2019	Active	05/11/2023	Gold

Exploration Permit Information

Underlying Agreements

46 -

The Mining Code entitles the government of Côte d’Ivoire to a 10% ‘free’ carried interest in any mining permit. The Mining Code limits the state’s participation in cash to 15% of the share capital of each mining company.

The Kossou Gold Project is 100% owned by Kobo and there are no other ~~u~~ nderlying agreements that require reporting concerning a third party.

Environmental Considerations

The registered holder of a research permit under the Mining Code are required to respect and comply with the principles of good governance as stipulated in the Equator Principles and those of EITI (Extractive Industries Transparency Initiative). This means that Kobo, at every stage of development, is responsible for respecting, protecting, and promoting human rights among communities affected by extractive activities. Although there are no environmental stipulations for an Exploration or Research permit, the licence areas cannot include natural forest. The access to farmland and other areas held legally must be negotiated with the individual stakeholder.

Once a company decides to apply for a mining permit, they are required to submit a detailed feasibility study which includes a socio-economic impact assessment, an environmental impact assessment and a community development plan.

Mining Rights in Côte d’Ivoire

The exploration permit entitles Kobo to explore the permit area for gold.

Exploration licences are awarded by presidential decree after ministerial approval from the Ministry in charge of mines. There are five different titles under the 2014 code:

Prospecting permit – Up to 2,000 km[2] , non-exclusive and granted for one year.
Exploration permit (Research) – Up to 400 km[2] , exclusive and granted for 4 years, plus 2 renewals of 3 years with the possibility of a third renewal for 2 years under extraordinary circumstances.
Mining permit – Granted for up to 20 years with option of 10-year renewals.
Semi Industrial Mining Licence – Ivorian nationals or Ivorian majority cooperatives of companies only, up to 1 km[2] , 4-year period, renewable.
Artisanal Mining Licence – Ivorian Nationals or Ivorian Majority co-operatives only, maximum of 25 Ha. 2-year period, renewable.

Once exploration licence applications are submitted, coordinates of the area applied for are verified against other applications for any overlap with other applications or granted licences. At this stage, the applicant is also assessed on their technical and financial capability to undertake the work program proposed in the application. After this process, the application is assessed by a mining commission, if approved a draft decree is presented by the Minister for Mines to a presidential cabinet for signature and granting. Exploration activities must commence within 6 months of the granted licence date.

47 -

Exploration licences are awarded by presidential decree after ministerial approval from the Ministry of Mines. Once exploration permit applications are submitted, coordinates of the area applied for are verified against other applications for any overlap with other applications or granted licences. At this stage, the applicant is also assessed on their technical and financial capability to undertake the work program proposed in the application. After this process, the application is assessed by a mining commission, if approved a draft decree is presented by the Ministry of Mines to a presidential cabinet for signature and granting. Exploration activities must commence within 6 months of the granted licence date.

Holders of exploration licenses are required, pursuant to the terms of the licenses, to engage certain amounts in expenses related to exploration activities over the four years of the initial term of the permits. Although the amounts are set out on an annual basis in the permits, the holder has the possibility to complete its minimal exploration investments at any time over the four years period of the term of a permit. In addition, annual surface rights payments are required for each permit.

If the holder does not comply with the minimal investments required for the first three years of a permit within the end of the third year, a review process would be commenced by the Ministry of Mines with the holder to examine the reasons and consider the possibility to carry the expenses forward in the last year of the original term for the permit or beyond, as part of its renewal process.

Pursuant to the Mining Code, the government of Côte d’Ivoire is entitled to a 10% “free-carried interest” in the mining company that holds the exploitation permit and may purchase up to an additional 5% of the share capital of the mining company pursuant to an agreement negotiated and entered into in accordance with prevailing market conditions.

Mining royalties under the Mining Code for gold extraction vary with gold price, as indicated in the table below.

Gold Price US$/ounce	<1,000	1,000 -1,300	1,300 – 1,600	1,600 – 2,000	>2,000
Percent Royalty	3.0	3.5	4.0	5.0	6.0

Timothy J. Strong, MIMMM – Principal Geologist with Kangari Consulting LLC, retained by Kobo and Meteorite as a Qualified Person (“ QP ”) to issue the Technical Report pursuant to NI 43-101, has not reviewed the property title legal status or environmental liabilities and expresses no opinion as to the ownership status of the property.

History

The Société des Mines d’Or was the first prospecting company to explore for gold in the district in 1931. The colonial prospectors discovered gold mineralisation in an east-west oriented vein close to the current Perseus Mining Yaouré Gold Mine near Angovia (Picken 2017). The discovery site is approximately 4 km north-west of the Kossou Gold Project on the adjoining exploration licence held by Perseus Mining.

The French Bureau de Recherches Géologiques et Minières (BRGM) was the first company to complete a modern exploration program in the region between 1983 and 1991). The BRGM completed a soil sampling program which outlined the main Yaouré Gold Deposit together with regional stream sediment sampling in the surrounding 240 km[2] area.

The area covered by the BRGM stream sediment survey displayed in Figure 5 shows it focussed on the central-western parts of the metavolcanic sequence. The eastern part of the Bouake greenstone belt was not explored by BRGM.

48 -

==> picture [335 x 120] intentionally omitted <==

==> picture [335 x 119] intentionally omitted <==

Figure 5: Regional Stream Sediment Sampling by BRGM

It appears that the original decision by BRGM not to target the eastern part of the greenstone belt is the reason why it was subsequently overlooked by Compania Minières d’Afrique, and by Cluff Mining and Amara Mining. Amara Mining focussed their exploration activities in south-western areas of the metavolcanic sequence. When Perseus Mining acquired Amara Mining in 2016, the prospective eastern part of the greenstone belt was in the process of being secured by KOBO. The early geochemical work completed by BRGM and others led, in part, to the discovery of the Yaouré Mine. This work is not indicative that mineralisation at economic levels could be discovered of the Kossou Gold Project.

In September and October 2015, SEGA Ressources C.I. (‘SEGA’) was awarded the first two semi-industrial mining licenses for gold under the Mining Code. The permits issued were situated adjacent to the Kossou hydro-electric dam complex and within KOBO’s current research permit perimeter. Kobo held a 49% interest in SEGA and had veto rights regarding key operational decisions.

The two semi-industrial permits, each 50 hectares in area, allowed the holder to extract gold mineralisation to a maximum depth of 30 m below surface. The permit did not, however, allow drilling, blasting or the use chemicals to be used for processing the ore.

Even though the legislation allowed the permit holder to operate immediately, SEGA, under the technical guidance of KOBO, completed an initial exploration program between January and September 2016. A soil geochemical survey program comprising 485 samples were collected. SEGA also excavated 164 pits of 1 m[2 ] diameter, up to 2 m in depth adjacent to Lake Kossou’s shoreline (Beach Zone prospect) to evaluate the potential for eluvial and alluvial gold. Material from these pits was weighed, volume was calculated, and the material was then handwashed to create a concentrate where gold grains were counted Figure 6. Gold grains were counted in 155 of the 164 pits and classified based on number of point counts and size of grains into “nil”, “poor”, “medium” and “strong”. This data was plotted and contoured with results found in Figure 7.

49 -

==> picture [386 x 141] intentionally omitted <==

==> picture [202 x 10] intentionally omitted <==

----- Start of picture text -----

Figure 6: Gold Grains from Concentrate Work
----- End of picture text -----

==> picture [398 x 142] intentionally omitted <==

Figure 7: Pit Gold Count Contour

In an attempt to explain the gold present in the pits, SEGA commenced reconnaissance mapping and rock sampling. It was during this period when the gold mineralisation at the Road Cut Zone was discovered. A well mineralised chip-channel sample averaging 18.20 m at 4.64 g/t Au was intersected in a road cutting exposure between Kossou Dam and Bocabo village (Figure 8 and 9). It was on the basis of this encouraging intersection KOBO and SEGA jointly petitioned the government to exclude the semi-industrial licenses and KOBO formally applied for a Research Permit.

50 -

==> picture [388 x 100] intentionally omitted <==

Figure 8: Initial Road Cut Zone (“RCZ”) Discovery Site

==> picture [428 x 80] intentionally omitted <==

==> picture [428 x 81] intentionally omitted <==

Figure 9: Initial Road Cut Zone Discovery site Rock Sample Gold Values

In August 2016, Kobo created Kobo C.I., a wholly owned Ivorian company. Towards the end of 2016, Kobo C.I. filed an application with the Ministry of Mines and Geology of Côte d’Ivoire to obtain a research permit covering an approximate 148 km[2] area which included parts of the semi-industrial SEGA permits. The application excluded an area classified as a natural forest reserve.

The exploration results completed by SEGA have been incorporated into the Kossou Gold Project exploration database.

Regional Geology

The Kossou Gold Project area lies on the south-eastern edge of a 100 km long Birimian greenstone belt (Figure 10 & Figure 11). The greenstone belt is NNE trending and composed of a complexly deformed assemblage of paleo-Proterozoic volcanic and sedimentary rocks intruded by mafic to felsic sills and dykes. The majority of gold mineralisation in Cote d’Ivoire is interpreted to have occurred during the late stages of the Eburnean orogeny with strike-slip displacement and hydrothermal fluid circulation along shear zones and faults which parallel the belt (Feybesse & Milési 1994).

51 -

==> picture [388 x 140] intentionally omitted <==

==> picture [388 x 141] intentionally omitted <==

Figure 10: National Geological Setting of the Kossou Gold Project (After Sodemi 1972)

The Yaouré Gold Deposit, situated 3.5 km west of the Kossou licence is located along and immediately south of a major NNE-trending structural discontinuity that controls the internal geometry of the gold-bearing volcano-sedimentary and intrusive rocks (Figure 11). Greenschist facies supracrustal rocks of this part of the greenstone belt, which includes Yaouré Gold Mine, consist mostly of an assemblage of pillowed and massive mafic lava flows. These rocks are oriented NNE to NE, dip steeply towards the SE, and are intruded by narrow sills and dykes ranging from mafic to felsic in composition.

The important contact between meta-volcanics and volcano-sediments at Yaouré Gold Mine is interpreted to occur within the Kossou Gold Project permit. This actual contact is not exposed but the approximate position is estimated from known basalt outcrops and is clearly evident in airborne magnetic data and is also evidenced by recent soil geochemical results presented in Section 9.1 of this report. The main gold targets identified within the permit by KOBO are in close proximity of the contact with most situated within 200 m to 500 m of the interpreted contact position.

It is known from the exploration completed by Perseus Mining (Perseus 2017) that the gold mineralisation tends to diminish progressively in a southerly direction away from the contact.

Exploration by KOBO has identified the contact between volcanic and volcano-sediments as a primary target for gold mineralisation. Most of the regional scale geochemical anomalies that extend over significant distances in excess of 5 km parallel the main contact. The early indications from soil geochemistry and artisanal mining suggests that the actual contact itself could be mineralised.

The geological setting of the Kossou Gold Project is clearly favourable in terms of potential economic gold mineralisation. At Yaouré, the main CMA mineralised structure is 90[o] oblique to the contact. At Kossou Gold Project, the initial indications are that the main structures which have been shown to be mineralised at RCZ and Jagger are parallel and not oblique to the contact.

52 -

==> picture [364 x 139] intentionally omitted <==

Figure 11: Regional Geological Setting of the Kossou Gold Project

Property Geology

The geology of the Kossou Gold Project comprises a sequence of massive pillow basalts which have been intruded by small diorite, dacite and granodiorite intrusives and dolerite dykes (Figure 12). Outcrop is moderate with good exposures along the main road between Kossou Dam and Bocabo village. There are also some extensive outcrops of pillowed basalt on the elevated ridge of hills. A granodiorite intrusion occurs in the north-eastern part of the permit near to the village of Angosse. This granodiorite body could be an important heat source for the hydrothermal activity in the permit area. Locally the basaltic rocks have been silicified, cut by quartz veins/veinlets that are known to host gold mineralisation.

The metavolcanic succession is bounded to the east by a volcano-sedimentary sequence comprising metasediments (sandstone) and mica-schist. Granitic and migmatitic gneisses have been identified in southern areas.

In October 2020, a total of 10 licence wide grab samples were collected and submitted to the Félix H. Boigny University in Abidjan for thin section petrographic identification. Lithologies were identified as falling into four basic groups: volcanic rocks, metasedimentary rocks, vein rocks and intrusive igneous rocks. The lithologies were identified as basalts, meta-andesites, micro-diorites, meta-dacites, pyroclastites, gabbros, greso pelitic shales, quartziferous shales, silicified volcanics (quartzites?) and meta-conglomerates.

This preliminary geological mapping by KOBO geologists has confirmed the published regional geological mapping shown in Figure 10 and Figure 11. The overall geological setting is generally considered to be prospective for gold mineralisation.

Alluvial, colluvial, and eluvial gold is mined by artisanal miners, particularly at the base of the elevated ridge towards the edge of Lake Kossou. The locations and types of artisanal workings have been recorded during field mapping. Geologists note that exploited ores are lateritic, saprolitic and depositional (placers) in nature.

53 -

At active sites both on the permit and just off the permit alluvial gold mining and washing has been observed with quartz gravels being mined for a weekly estimated gold output of 25g to 30g.

There is also hard rock mining of quartz veins and zones of intense silicification in both surface and underground workings at several locations.

==> picture [260 x 177] intentionally omitted <==

Figure 12: Simplified Geology of the Kossou Gold Project

Structural Geology

The earliest structural components in the district are known to be conjugate ENE to NE striking and WNW striking slip faults crosscutting basalt. These early faults which dip steeply are associated with a variably developed shear foliation in the host rocks (S1) and locally contain co-planar veins (V1) (Meriaud 2020). The NE-striking faults display dextral kinematic indicators, whereas WNW-striking faults display sinistral kinematic indicators (Meriaud 2020).

The main structural trends observed in the Kossou Gold Project are N-S, NNW-SSE, E-W and NE-SW. These are similar to those recorded at the Yaouré Gold Mine and elsewhere in the Bouake greenstone belt.

A preliminary structural analysis of the Road Cut Zone was completed by Kinnan (2021) who identified the following episodes of deformation:

54 -

Foliation: Two main foliation plans are noted (D1 & D2). In metavolcanic rocks, flow rocks and the quartzite units the D1 event is expressed as a penetrative metamorphic foliation (S1). S1 is orientated NNW to NNE with varying dip.

The S1 metamorphic foliation is intersected by a S2 foliation. S2 foliation is present as regularly spaced microfractures. The S2 foliation is E-W orientated and mostly subvertical in dip (Figure 13).

Shear Zones : Within the basaltic-andesitic lava flows there is the presence of shearing with no obvious vertical displacement. Most shear zones have a sinistral sense however some minor dextral movement was observed. The shear zones in the Road Cut Zone appear to be uniformly NNW to NNE in orientation and are subvertical in nature.

Faults: Two main classifications of faults can be observed in the metabasalt unit. The first set of faults strikes from 0˚ through 038˚ with a broadly W to SW dip. The second set of faults appear to strike from 060˚ through 090˚ and range from sub horizontal through subvertical. This second set of faults has been noted to have surfaces rich in sulphides.

Veins and Veinlets: Fractures are common in the area and generally are infilled with quartz. The presence of carbonates, hematite and boxworks is frequent. Structural analysis of the veining reveals two distinct sets.

The first set of quartz veins are orientated NNW to NNE with varying dips. The dip of the first set of veins tends to favour a westerly direction. There appears to be some orientation alignment with the main cleavage (S1).

The second set of quartz veins are generally orientated E-W with dip directions generally to the south. The veins show alignment with the S2 cleavage.

==> picture [343 x 92] intentionally omitted <==

==> picture [343 x 93] intentionally omitted <==

Figure 13: Field Photographs of S1 and S2 cleavage (Kinnan 2021

Mineralisation

Mineralisation in the region is known to be largely structurally controlled. Although gold mineralisation predominantly occurs within distinct quartz and quartz-carbonate veins and veinlets, mineralisation also occurs within very highly silicified zones where hydrothermal fluids have been focussed along primary structures. The ore assemblage often includes molybdenite, chalcopyrite, pyrite and native gold with minor

55 -

galena, bismuthinite and sphalerite in foliated rocks along the vein margins. The veins developed within foliation planes commonly vary between 1cm to 3m width.

The alteration associated with gold mineralisation in steeply dipping and sub-vertical structures commonly consists of quartz carbonate veins with variably developed shear textures with pyrite, biotite, and carbonate selvedges

The style of mineralisation observed on the Kossou permit is similar to that reported in ‘steep structures’ by Perseus Mining at the Yaouré Gold Mine. Intensely silicified basalts host mineralisation at the RCZ. Quartz veins and veinlets oriented approximately north-south, northeast-southwest and east-west have been mapped in field outcrops and trench exposures.

Deposit Types

The Kossou Gold Project area is likely to host structurally controlled, greenstone hosted gold deposits similar in nature to many exploited elsewhere in the Birimian terranes of West Africa. These gold deposits are mesothermal or orogenic lode gold types associated with major crustal scale shear zones, which act as deep tapping pathways for mineralising fluids.

Gold mineralisation typically occurs as discrete quartz lodes within planar, or locally anastomosing structures or as disseminated deposits within stockworks or sheeted vein systems within broader shear zones. Small scale late-stage intrusions are commonly associated with these styles of mineralisation as they provide the required rheological contrast for gold deposition.

The predominance of structural controls and association with, 55ericitization and silicification, however, are characteristics that more clearly point to its classification as an orogenic, mesothermal gold deposit.

Other deposit types known in the district include:

lateritic oxide deposits as ferricrete remnants on the tops of hills, consisting of transported and recemented iron-rich pisoliths and quartz fragments.
small eluvial and alluvial deposits which have been mined by artisanal miners.

Recent Exploration

Soil Geochemistry

The KOBO soil database totals 3,520 samples. There are 3,156 assays with an additional 231 duplicate samples and 133 blanks submitted for QA/QC purposes.

The soil samples have been collected at 100 m by 50 m spacing on an east-west sample grid. More detailed sampling at 50 m by 25 m interval was completed over selective parts of the RCZ. Soil samples were collected from small pits, typically between 50 to 90 cm below the surface. Samples were placed into plastic sample bags, labelled and KOBO crews delivered the samples to ALS Minerals in Yamoussoukro for analysis.

The contoured results for gold on the Kossou Gold Project are shown in Figure 14. The results highlight the importance of the anomalous values when seen in a regional context with published data documented by Perseus (2017) in Figure 15.

56 -

==> picture [322 x 147] intentionally omitted <==

==> picture [322 x 146] intentionally omitted <==

Figure 14: Kossou Gold Project Soil Au Geochemistry

The soil data documented in Perseus (2017) and reported by Perseus Mining in Quarterly Reports since 2018 are shown in Figure 15.

57 -

==> picture [357 x 128] intentionally omitted <==

==> picture [357 x 127] intentionally omitted <==

Figure 15: Comparison of KOBO and Perseus Yaouré Au Soil Geochemistry

Individual multi-element data for As, Ba, Co, Cr, Cu, Mn, Mo, Ni, Pb, W and Zn were plotted with individual trends shown in Figure 16. The combined interpretation of multi-element data with gold shows important trends which suggests there have been several phases of hydrothermal fluids circulating within the preexisting structural fabric in basalts.

At the Yaouré Gold Deposit, Mériaud (2020) attempted to fingerprint the geochemical signature of each gold mineralisation episode by combining whole rock geochemistry with trace-element and S-isotopic analysis on pyrite to better constrain the fluid rock processes leading to both V1 and V2 mineralisation stages. Mériaud (2020) proposed that there are two distinct mineralisation events at the Yaouré gold deposit. The V1 veins are proposed to be derived from an early magmatic affinity and the V2 veins are genetically related to metamorphic fluids more commonly attributed to orogenic gold systems.

Mériaud (2020) noted that pyrite is associated with both barren and mineralised hydrothermal events at Yaouré. The early pre-tectonic V0 veins consistently show enrichments in Ni, Co and As within pyrite but with no sign of gold. The V1 veins are associated with Mo-Au with variable enrichments in Co, Cr, W, Pb and Bi most found as trace elements within Au-rich pyrite zones.

The second mineralised event at Yaouré is associated with the development of V2 veins and occurs in a distinct structural and geochemical setting from the first mineralised event. Compared to the V1 veins Mo is rare but pyrite abundant. Ni, Cr and V are enriched in pyrites from the V2 veins in felsic rocks and Pb enriched in pyrites from basaltic host rocks.

The plot of As (Appendix 2-1 of the Technical Report) shows two strong As anomalies. A prominent NWSE trending anomaly with occasional isolated single point Au anomalies (e.g. Kilo Zone) and a roughly E- W trending anomaly on the edge and just outside of the Kossou exploration licence. As at Yaouré, there is little relationship to gold mineralisation and these are interpreted to represent the early tectonic structures.

58 -

The plot of Ba (Appendix 2-2 of the Technical Report) show elevated concentrations in the volcano sediments and highlights the contrast between the sediments and meta-volcanics.

The plot of Co (Appendix 2-3 of the Technical Report) also displays a predominant NW-SE trend to peak values. The Co contents in the Jagger South Zone show distinct elevation with Au, but no Co enrichment with Au in the RCZ.

The Cu plot (Appendix 2-5 of the Technical Report) shows no correlation with gold in the northern prospects (RCZ, Kadie, Beach Zone) but shows correlation with gold in southern parts of the gold anomaly, implying more than one phase of gold mineralisation.

The Mn plot (Appendix 2-6 of the Technical Report) displays strong NW and NE trends, and a certain degree in the N-S orientation, but little relationship to Au. The plot of molybdenum (Appendix 2-7 of the Technical Report) shows enrichment associated with E-W veins at the Kilo Zone but is not generally elevated with gold.

The plot of Ni (Appendix 2-8 of the Technical Report) shows elevated concentrations confined to the southern area which are interpreted to be reflecting different host lithology. It is interesting to note Au is elevated around the edge of the broad Ni anomaly implying shearing around the edges of a different host rock to that in the northern parts.

Pb concentrations displayed in Appendix 2-9 of the Technical Report show elevated concentrations on the volcano sediments.

Tungsten concentrations are generally at very low levels, but peak values tend to coincide with elevated gold associated with the RCZ (Appendix 2-10 of the Technical Report).

There are also a number of multi-element anomalies in soil samples collected along the edge of Lake Kossou. The quality of the original samples is not known, so the anomalies may or may not be significant. Ba, Co, Mn, Pb and W are all elevated in this area which possibly indicates a combination of V1 and V2 type vein signatures, supporting the concept of potentially significant mineralisation along basalt volcanosediment contact.

Soil sampling has successfully identified well-defined anomalous gold in soil concentrations extending along a 5.3 km strike. Two primary gold targets have been identified from the exploration completed to date (Figure 14). The first is within a sequence of metavolcanic rocks comprising the RCZ-Jagger-Jagger South zones. The RCZ shows continuity along a 1.6 km strike, Jagger along 1.8 km strike and Jagger South along an additional 2.6 km strike (total 6 km)

The second primary target is along the contact between metavolcanic and volcano-sediments known as the CZ. The strike potential along this target is 3.2 km (Figure 17).

The total anomalous strike identified by Kobo is in excess of 9 km.

The comparison of KOBO gold in soil concentrations with the data reported in the DFS technical by Perseus 2017, together with data reported in quarterly reports since 2018 shows the importance of the KOBO anomaly in the general district. The soil profile is less well developed at Kossou compared to the Yaouré Mine area, and the well-defined shape to the KOBO anomaly is a function of the shallow weathering profile.

59 -

==> picture [382 x 136] intentionally omitted <==

Figure 16: KOBO Multi-Element trends on Au Soil Geochemistry

60 -

==> picture [356 x 162] intentionally omitted <==

Figure 17: Main Targets Identified within Kossou Permit PR-852

Rock Chip Sampling

KOBO have collected a total of 912 rock samples to date on the permit. An additional 14 duplicates and 17 blanks submitted for quality control bringing the total number of assays in the rock database to 943. The locations of the samples displayed in Figure 18 show that economic gold grades have been reported from the RCZ and CZ in northern parts of the Kossou Gold Project as well as Kilo, Jagger and Shadow Zones. Anomalous gold concentrations have also been recorded from Jagger South.

A total of 135 rock samples have gold concentrations above 1.00 g/t and 43 samples above 5.00 g/t Au. The peak value was recorded during reconnaissance in 2022 in northern parts of the RCZ with peak assay

61 -

of 90.70 g/t Au in highly silicified basalt. The results from rock sampling indicate economic grades are widely distributed throughout area sampled.

==> picture [302 x 136] intentionally omitted <==

==> picture [302 x 137] intentionally omitted <==

==> picture [302 x 136] intentionally omitted <==

Figure 18: Rock Sampling Kossou Gold Project

Trenching

A total of 19 trenches totalling 1,278.2 m and 5 channel samples totalling 42.50 m have been completed at the RCZ and Jagger Zone to date. The trench and channel sample collar details are detailed in Table 1. The location of the trenches at the RCZ are displayed in Figure 19 and those at Jagger in Figure 20.

The results from both the RCZ and Jagger are encouraging (Table 2). At RCZ, channel samples RCZ1, RCZ2 and RCZ3 reported average grades of 18.20 m at 4.64 g/t Au, 4.00 m at 2.03 g/t Au and 11 m at 1.45 g/t Au respectively. A well mineralised intersection 4 m at 11.30 g/t was reported in trench KTR003 associated with an east-west vein. The true thickness of this intersection is expected to be relatively narrow as the vein orientation is parallel to the trench azimuth.

62 -

Trench ID	Type	Easting	Northing	RL	Azimuth	Dip	Length	Target
RCZ1	Channel	228347	776582	261.49	345	0.00	20.00	RCZ
RCZ2	Channel	228342	776565	265.30	345	0.00	4.00	RCZ
RCZ3	Channel	228337	776623	263.44	340	0.00	12.00	RCZ
KTR001	Trench	228331	776592	268.49	90	0.00	11.00	RCZ
KTR002	Trench	228355	776701	241.59	90	0.00	96.00	RCZ
KTR003	Trench	228393	776574	241.09	90	0.00	132.30	RCZ
KTR004	Trench	228279	776620	284.68	90	0.00	54.70	RCZ
KTR005	Trench	228277	776647	280.25	90	0.00	51.00	RCZ
KTR006	Trench	228268	776673	274.06	90	0.00	49.00	RCZ
KTR007	Trench	229226	775348	309.56	90	0.00	87.20	Jagger
KTR008	Trench	228901	775548	307.97	90	0.00	100.00	Jagger
KTR009	Trench	229126	774859	372.59	90	0.00	15.00	Jagger
KTR010	Trench	229121	774868	373.55	90	0.00	118.00	Jagger
KTR011	Trench	229120	774880	373.41	90	0.00	16.25	Jagger
KTR012	Trench	228054	776895	252.21	90	0.00	30.00	RCZ
KTR013	Trench	228051	776906	252.11	90	0.00	9.75	RCZ
KTR014	Channel	229081	775169	330.00	360	0.00	3.80	Jagger
KTR015	Channel	229082	775172	331.00	90	0.00	2.70	Jagger
KTR016	Trench	227850	777050	252.73	90	0.00	100.00	RCZ
KTR017	Trench	227900	777000	252.09	90	0.00	100.00	RCZ
KTR018	Trench	229159	774565	389.21	90	0.00	86.00	Jagger
KTR019	Trench	228950	774425	419.32	90	0.00	76.00	Jagger South
KTR020	Trench	229280	774150	362.63	90	0.00	51.00	Jagger
KTR021	Trench	228958	774150	403.22	90	0.00	95.00	Jagger South
						Total 1320.70

Table 1: Trench Coordinates at Kossou Gold Project

The results from both the RCZ and Jagger are encouraging (Table 2). At RCZ, channel samples RCZ1, RCZ2 and RCZ3 reported average grades of 18.20 m at 4.64 g/t Au, 4.00 m at 2.03 g/t Au and 11 m at 1.45 g/t Au respectively. A well mineralised intersection averaging 4 m at 11.30 g/t Au was reported in trench KTR003 associated with an east-west vein. The true thickness of this intersection is expected to be relatively narrow as the vein orientation is parallel to the trench azimuth.

Very encouraging assays were reported in trenches KTR009 and KTR010 at Jagger Zone with average intersections averaging 4.55 m at 3.72 g/t Au and 6.20 m at 5.36 g/t associated with well defined zones of shearing containing quartz veinlets aligned in the foliation. These trenches were sited just off the geochemical anomaly and require extending (Figure 20).

The mineralised intersections in KTR007 and KTR008 are both associated with east-west oriented quartz veins which are approximately parallel to the trench azimuth.

Trench ID	From (m)	To (m)	Interval	Au g/t	Target
RCZ1	0.00	18.20	18.20	4.64	RCZ
RCZ2	0.00	4.00	4.00	2.03	RCZ
RCZ3	0.00	11.00	11.00	1.45	RCZ
KTR001	4.00	5.00	1.00	8.48*	RCZ

63 -

KTR002	19.00	20.90	1.90	1.51	RCZ
KTR002	55.00	57.00	2.00	0.59	RCZ
KTR002	67.00	68.00	1.00	0.47*	RCZ
KTR002	76.00	78.00	2.00	0.40	RCZ
KTR003	8.00	10.00	2.00	0.59	RCZ
KTR003	12.00	16.00	4.00	11.30	RCZ
KTR003	44.00	45.00	1.00	0.57*	RCZ
KTR003	128.00	129.00	1.00	0.39*	RCZ
KTR004	22.00	23.00	1.00	4.64*	RCZ
KTR004	51.50	54.70	3.20	0.56	RCZ
KTR005	7.00	8.00	1.00	0.50*	RCZ
KTR006	31.20	35.20	4.00	1.03	RCZ
KTR006	41.00	42.00	1.00	0.32*	RCZ
KTR007	28.00	30.00	2.00	2.07	Jagger
KTR007	45.00	46.00	1.00	0.40*	Jagger
KTR007	53.00	62.00	9.00	0.51	Jagger
KTR007	67.00	68.00	1.00	0.56*	Jagger
KTR008	66.00	67.00	1.00	7.39*	Jagger
KTR008	70.00	71.00	1.00	1.89*	Jagger
KTR008	66.00	71.00	5.00	1.93**	Jagger
KTR008	84.00	85.00	1.00	11.00*	Jagger
KTR009	5.00	9.55	4.55	3.72	Jagger
KTR010	8.80	15.00	6.20	5.36	Jagger
KTR010	36.00	37.00	1.00	0.36*	Jagger
KTR010	46.00	47.00	1.00	0.45*	Jagger
KTR010	78.00	79.00	1.00	0.30*	Jagger
KTR010	87.00	88.00	1.00	2.40*	Jagger
KTR010	92.00	93.00	1.00	2.64*	Jagger
KTR011	6.00	10.00	4.00	0.50	Jagger
KTR012	2.00	5.40	3.40	8.50	RCZ
KTR012	12.00	15.00	3.00	0.61	RCZ
KTR014	0.00	3.80	3.80	0.50	Jagger
KTR016	16.00	17.00	1.00	0.75*	RCZ
KTR016	39.00	41.00	2.00	0.50	RCZ
KTR017	40.00	49.00	9.00	0.45	RCZ
KTR017	54.00	55.00	1.00	0.35*	RCZ
KTR017	62.00	63.00	1.00	0.99*	RCZ
KTR017	77.00	78.00	1.00	0.31*	RCZ
KTR017	98.00	100.00	2.00	0.66	RCZ
KTR018	15.00	20.00	5.00	0.79	Jagger
KTR018	23.00	28.00	5.00	0.34	Jagger
KTR018	33.00	34.00	1.00	0.35*	Jagger
KTR018	40.00	45.00	5.00	0.41	Jagger
KTR018	51.00	52.00	1.00	0.72*	Jagger
KTR018	59.00	62.00	3.00	1.18	Jagger
KTR018	68.00	69.00	1.00	1.63*	Jagger
KTR018	76.00	78.00	2.00	0.81	Jagger
KTR019	8.00	9.00	1.00	0.67*	Jagger South
KTR019	13.00	14.00	1.00	0.31*	Jagger South
KTR020	10.00	11.00	1.00	1.23*	Jagger
KTR020	23.00	27.00	4.00	2.09	Jagger

64 -

KTR021	30.00	32.00	2.00	1.41	Jagger South
KTR021	54.00	55.00	1.00	0.32*	Jagger South
KTR021	64.00	65.00	1.00	0.47*	Jagger South
KTR021	68.00	69.00	1.00	0.40*	Jagger South
KTR021	71.00	72.00	1.00	0.93*	Jagger South
3.72 g/t2m @ 0.30 g/t cut off (maximum 2 m internal waste) 1.93g/t*2m @ 0.30 g/t cut off (greater than 2 m internal waste) 2.40g/t [email protected]/t cut off

Table 2: Trench Intersections with minimum 2m @ 0.30 g/t cut off

==> picture [475 x 113] intentionally omitted <==

Figure 19: RCZ Trench Locations

65 -

==> picture [432 x 122] intentionally omitted <==

Figure 20: Jagger Zone Trench Locations

66 -

Geophysics

Between August 13[th] and August 28[th] , 2020, a 1,195.4-line kilometre UAV magnetic survey (Figure 21) was completed over a portion of the permit by MWH Geo-Surveys International Inc. of the USA (‘’MWH’’). MWH utilized a DJI M600 Pro drone, a Geometrics MagArrow (cesium vapor magnetometer) and GEM System GSM19 base station flights were flown on 50 m spacing and at a mean terrain clearance of 62.3 m.

Flight lines were flown to bearing N35[o] or N215[o] . Editing was completed to certain points of data. Data was removed when one of the following conditions were met:

1) “Transit” lines which connect the ends of flight lines with takeoff and landing locations.
2) “Loops” which connect ends of adjacent flight lines.
3) “Hovers” which occur at takeoff and landing where there is little or no lateral travel.
4) “Re-flights” when a line is re-flown and duplication is acquired; only one flight must be selected.
5) “Spikes” when a single reading is anomalously much greater or lower than adjacent points. A point was rejected if its value was 5 nT greater or less than the average value of its four adjacent points; that is the two points recorded approximately 0.2 seconds (approximately 1.6 meters) before and after it.

The data was also corrected to International Geomagnetic Reference Field (‘’IGRF’’). IGRF is a mathematical representation of the smoothly varying earth’s magnetic field. The Total Magnetic Intensity (‘’TMI’’) was calculated by then adding a constant to the IGRF correction of 32,114 nanoTesla. This is the approximate average value of the IGRF for the entire survey (Figure 21).

==> picture [248 x 162] intentionally omitted <==

Figure 21: TMI Magnetic Data

67 -

The first vertical derivative processed data for the Kossou Gold Project and regionally, which includes the geophysical data reported by Perseus (2017), are displayed in Figures 22 and 23. The images highlight the volcaniclastics and metasediments are more magnetic than the basalt. The position of the interpreted basalt-volcanosediment contact is displayed in Figures 22 and 23. The position of the contact in the Kossou Gold Project area is marked by a magnetic low signature.

==> picture [356 x 162] intentionally omitted <==

Figure 22: First Vertical Derivative Magnetic Signature at Kossou Gold Project

68 -

==> picture [357 x 126] intentionally omitted <==

Figure 23: Comparison of magnetic signatures reported by Perseus (2017) with Kobo data

Platform Geoscience undertook a 3D Magnetic Vector Inversion (MVI) and processing of the UAV-borne magnetic data collected by MWH GeoSurveys International Inc. in October 2020. The main purpose of this work was to provide a 3D Magnetisation model of the survey and geophysical layers to help understand the geophysical signature of the RCZ. The raw data was processed and various products were produced including an MVI, Reduced to Pole/1[st] Derivative signature map that illustrated magnetic features in northern portion of the survey area to map key magnetic signatures interpreted to be structural breaks. KOBO geochemical data was then compiled and plotted on this work and showed strong correlation between potential mineralised zones and magnetic structures indicative of structure in the key area of interest (Figure 24).

==> picture [262 x 218] intentionally omitted <==

Figure 24: Compilation of Reduced to Pole/1[st] Vertical Derivative (Platform) and KOBO Soil

Geochemical Results

69 -

The residual magnetic data was inverted in 3D to recover the spatial magnetisation distribution at depth. The inversion was performed in two selected areas as indicated in Figure 25. The large area encompasses the entire UAV-survey, and 50 m cell sizes were used. The small block comprises only the north block, thus a finer mesh of 25 m cell sizes was employed. The rock magnetization is a vector, hence commonly its amplitude is used for qualitative analysis and interpretation.

The recovered magnetization amplitude from 3D MVI inversion is observed to increase with increasing depth (Figure 25). The amplitude is generally < 1.0e-02 S.I. This suggests that the magnetic fabric of the rocks in the survey area are at most moderate in magnetization, potentially low in Magnetite content or its magnetic mineral is mainly hematite. The RCZ is located along a low magnetic corridor bound in the north by a prominent magnetic high, which seems to be part of a magnetic trend of SE-NW orientation. These magnetic highs are the most dominant magnetic features in the survey area. They are locally displaced suggesting the presence of cross-cutting structural features (e.g., faults, shear zones, etc.).

The south Block of the survey area is magnetically quite in its centre, but the west side is distinctively characterized by a SW-NE magnetic trend signalling the presence of volcanic rocks and magnetic contacts.

==> picture [371 x 155] intentionally omitted <==

==> picture [371 x 156] intentionally omitted <==

Figure 25: Depth slices of the 3D Magnetisation Amplitude as Recovered from MVI inversion (Source: Platform Geoscience 2020)

In order gain insights on the magnetization character of RCZ, Platform Geoscience produced nine cross sections. They are labelled L1E to L7E for perpendicular cross-sections, and T1N to T2N for the parallel cross-sections (Figure 26).

The RCZ is clearly observed in lines L1E to L4E. Lines 5E and 6E are showing a zone that appears to be interrupting the RCZ, perhaps faults or displaced magnetic units. Hence, it is suggested that RCZ, as known

70 -

in eastern sections, may have been displaced by structural features. However, line L7E picks up again the magnetization character that distinguishes RCZ in the east. Furthermore, parallel cross-section T1N displays the distinctive segments that comprise RCZ, one to the East and the other to the West side, separated by a class of moderate magnetization and possible faults.

The cross sections also suggest that the East segment appears to be shallower than its West counterpart. This infers a general dip to the west.

==> picture [346 x 147] intentionally omitted <==

==> picture [346 x 148] intentionally omitted <==

Figure 26: Road Cut Zone Cross Sections (Source: Platform Geoscience 2020)

Exploration Summary

Road Cut Zone

The Road Cut Zone (RCZ) has been the focus of exploration by KOBO since the confirmation of broad zones of gold mineralisation in rock chip samples taken by Paul Sarjeant in 2016 (Figure 8). The RCZ was assessed by a specialist structural geologist from Innovexplo in 2021.

The observations and conclusions in the final structural study PowerPoint presentation by Kinnan (2021) are supported by the QP.

Multiple zones of silicification and shearing in basalt occur along the road cutting at the RCZ Discovery Site. The alteration assemblage with intense silicification and disseminated pyrite mineralisation (Figures 27 and 28) is similar in style to the ‘S-type structures’ at the Yaouré gold deposit (Perseus 2017).

71 -

==> picture [256 x 208] intentionally omitted <==

Plate 27: Intense Silicification RCZ (Zone assaying 4.5m at 8.80 g/t Au).

==> picture [254 x 133] intentionally omitted <==

==> picture [254 x 132] intentionally omitted <==

Figure 28: Quartz carbonate veining with albite and pyrite alteration Trench KTR-012

Contact Zone

The Contact Zone (CZ) has been identified as a primary target based on a recent regional geological interpretation by KOBO geologists. The interpretation has used the known geology and structural controls to gold mineralisation at the Yaouré Gold Mine together with KOBO’s airborne magnetic data sets and field mapping by company geologists, rock sampling and soil geochemical results.

The Pirates Cove alluvial workings, displayed in Figure 29, shows an extensive area of colluvial/alluvial artisanal mining along the shoreline of Lake Kossou.

72 -

==> picture [284 x 214] intentionally omitted <==

Figure 29: Pirates Cove alluvial mining photo taken from the RCZ Discovery Site

Oxidised material is commonly transported to the edge of Lake Kossou by artisanal miners for washing in order to extract the free gold. The Pirates Cove occurrence is, however, not typical of this type of artisanal activity, and is thought to be a clear anomaly.

The position of the Pirates Cove artisanal workings lies directly on the interpreted contact between basalt and volcano-sedimentary rocks. As a result, it has been interpreted by KOBO to represent the residual accumulation of gold directly above the gold source along this important contact.

There is widespread mining of colluvial and eluvial gold along the contact zone, and there is evidence of recent artisanal diggings and shafts being excavated in the vicinity of the contact.

The recent extension of the soil sampling program by KOBO to cover this area has shown elevated gold and occasional high gold in soil concentrations along the contact. The contact itself has the potential to be mineralised.

There is a clear inflexion in the contact position close to the Jagger Zone, and there is potential for mineralisation to be concentrated in areas where structures intersect the contact (Figure 17 and Figure 22).

The main CMA orebody at Yaouré Gold Mine is a north-south structure that emanates from the volcanosediment contact. There is potential within the Kossou Gold Project for structures to emanate from the contact. The intersection of the Jagger Zone which is a north-south aligned anomaly with the contact could be an important structure for hosting gold mineralisation.

Jagger Zone

The Jagger Zone represents a 1.8 km long north-south geochemical anomaly situated on the flank of the topographic ridge (Figures 17 & 20). In the northern part of Jagger Zone there is a distinctive east-west alignment to the anomaly which appears to cause a shift in the position of the basalt-volcanosediment contact. The contact is displaced to the east by approximately 400 m. There is potential for gold

73 -

mineralisation at structural intersections between north-south and east-west faults. There is also potential in the area where the north-south Jagger structure intersects the sediment contact.

The initial results from trenching are considered to be promising. The mineralised trench intersections are associated with increased foliation and shearing with multiple thin quartz veins aligned in the foliation (Figure 30 and Figure 31).

==> picture [288 x 108] intentionally omitted <==

==> picture [288 x 109] intentionally omitted <==

Figure 30: Trench KTR-010 with sheared basalt and quartz veining. Mineralised intersection 6.20m at 5.36 g/t Au

==> picture [187 x 178] intentionally omitted <==

Figure 31: Jagger Zone trench KTR010 with quartz veining, tourmaline and Fe oxides. Trench intersection 6.20m at 5.36 g/t Au

The underground artisanal mining focussing on an east west vein at Jagger (Jagger 1 and Jagger 2 channel samples) is illustrated in Figure 32 and Figure 33. Lithologies exposed by artisanal miners show very highly sheared and altered basalt lithologies in this area.

74 -

==> picture [241 x 161] intentionally omitted <==

==> picture [241 x 160] intentionally omitted <==

Figure 32: Jagger 1 & 2 Channel Samples in artisanal pit at E229088 N775169

==> picture [254 x 191] intentionally omitted <==

Figure 33: Jagger Zone artisanal mining in highly sheared basalt

A well mineralised breccia grading 3.50m at 10.30 g/t Au and 4.30m at 4.90 g/t Au has recently been intersected in two surface outcrop channel samples located between trenches KTR009 and KTR013 (Figure 20). The mineralised breccia is displayed in Figure 34.

75 -

==> picture [196 x 260] intentionally omitted <==

Figure 34 : Mineralised Breccia 3.50m @ 10.30 g/t Au

Kilo Zone

There are two areas of artisanal hard-rock mining at the Kilo Zone. The results of KOBO soil geochemistry and rock chip sampling are shown in Figure 35. Unlike other parts of the Kossou exploration licence, the Kilo Zone does not have a significant, laterally persistent gold in soil anomaly. It contains a strong one-point Au anomaly with lower level gold tenors along strike to the NW and SE. The Kilo Zone lies on a major NWSE trending arsenic anomaly which is clearly an important controlling factor in the gold mineralisation.

==> picture [349 x 126] intentionally omitted <==

Figure 35: Kilo Zone Exploration Results

76 -

Figure 36 shows a series of artisanal shafts in the north-western area at Kilo Zone where artisanal miners are targeting a series of narrow, 10-20 cm wide, sub-vertical E-W oriented quartz veins. Field observations have shown the presence of four separate E-W vein systems being mined within a 45 metre wide zone.

==> picture [289 x 110] intentionally omitted <==

==> picture [289 x 109] intentionally omitted <==

Figure 36: Discrete east west aligned sub-parallel veins

The narrow E-W veins generally do not appear to represent economic targets (Perseus 2017). However, in certain cases, sets of sheeted veins occur with sufficient density and in well-defined and constrained zones, for them to have the potential to develop into significant orebodies. Perseus Mining has recently reported that a grade-control drill program has been completed at the Angovia 2 prospect at the Yaouré gold deposit. The zone contains up to 12 separate E-W oriented veins in a sheeted 200 m wide zone along a 350 m strike (Perseus 2017).

Figure 37 shows examples of the typical quartz, quartz/carbonate veins and veinlets being exploited. There are two, sub-vertical vein sets, one striking NNE and one E-W. Both sets are interpreted to be subsidiary structures developed in the vicinity of the early NW-SE trending fault supported in the multi-element data presented previously.

==> picture [380 x 86] intentionally omitted <==

==> picture [380 x 85] intentionally omitted <==

Figure 37: Example of veins/veinlets being mined at Kilo Zone

77 -

Kadie Zone

The artisanal mine shafts at Kadie Zone extend along a 70 m NW-SE strike with a 10-35 cm wide quartz vein being targeted in numerous deep vertical shafts (Figure 38). There is extensive barren looking white quartz vein float in the area (Figure 39) which often represent early quartz veins emplaced along the main structures prior to gold mineralisation. The Kadie Zone mineralisation provides further evidence of multiple widespread gold occurrences marginal to the main soil anomalies within the Kossou Gold Project.

==> picture [364 x 116] intentionally omitted <==

==> picture [364 x 115] intentionally omitted <==

==> picture [364 x 116] intentionally omitted <==

Figure 38: KOBO Exploration Results Kadie Zone

78 -

==> picture [306 x 116] intentionally omitted <==

Figure 39 : Quartz vein float at Kadie Zone. NW-SE zone with artisanal shafts

Shadow Zone

The Shadow Zone contains the one of the most impressive artisanal mining sites within the region with semi-industrial scale artisanal mining currently in progress. These activities are shown in Figures 40 and 41. The quartz vein being mined in this area extends along a 350 m NE-SW strike.

==> picture [312 x 104] intentionally omitted <==

==> picture [312 x 105] intentionally omitted <==

Figure 40: Shadow Zone – Anastomosing brittle ductile quartz vein and extensive artisanal mine workings

The main lode being mined is a boudinaged, sigmoidal, anastomosing quartz vein-oriented NE-SW (Kinnan 2021). A grey, smoky quartz vein with sulphide mineralisation in the adjacent altered and sheared wallrocks was observed by the QP. A close-up photograph of the vein being exploited with the associated silification is shown in Figure 41. The styles of alteration observed in the area are similar to those observed at the RCZ.

79 -

==> picture [241 x 177] intentionally omitted <==

Figure 41: Intense silicification and quartz veining at Shadow Zone

Exploration completed by KOBO in the vicinity of the Shadow Zone is summarized in Figure 42.

==> picture [290 x 205] intentionally omitted <==

Figure 42: Kobo Exploration Results Shadow Zone

80 -

Sample Preparation, Analysis and Security

Sample Preparation – Rock Samples

Initial rock chip sampling (#01-05-16-01 through 01-05-16-13 were sent via road to SGS Abidjan for PRP89 preparation (samples dried and crushed to a nominal 2mm using a jaw crusher followed by a <1.5kg split in a Jones riffle. Reject bagged and stored. Split pulverised in a LM2 to a nominal 85% passing 75µm. 200g sub-sample taken for assay). Samples were then submitted in Vancouver, Canada, for FAA505 fire assay (50g sample with litharge based flux, cupel, dissolved in prill in aqua regia, extracted in DIBK and gold determined by flame atomic absorption spectrometry (‘’AAS”) – detection limit 0.002ppm).

Subsequent rock chip analysis was completed by Bureau Veritas CI (‘’BV-CI’’). Rock samples S1 through S26, K-001 through K-026 and K-057 through K-068 were prepared using PRP70-1 kg ((dry, crush 1kg sample at better than 70% passing 2mm and splitting of a 250g subsample for pulverization with pulp passing better than 85% 75 µm) and analysed by FA450 fire assay (Fire Assay using a 50g charge, AAS finish, detection limit 0.01 ppm.)

Samples K-027 through K-056 were prepared using PRP70-1kg but analysed with AQ201 ((36 element 15g scans with an ICP-ES/MS finish) to test the multi-element trace element signatures on the property.

Later rock sampling, namely Mat00116 through Mat0096, MS01K through MS21K, and KOS-01 through KOS-05, were all completed with a PRP70-1kg preparation and AQ201 multi-element ICP with fire assay re-assay on gold values greater than 5,000ppm.

All rock samples collected between 2020 and 2022 were analysed at ALS Laboratories in Yamoussoukro. The samples were prepared using ‘’PREP-31B’’ (Crush to 70% less than 2mm, riffle split off 1kg, pulverise split to more than 85% passing 75 microns). After which samples were analysed for gold using ‘’Au-AA26’’ (by fire assay and AAS 30g sample) and for multi-element assay using ‘’ME-ICP61’’.

Samples 006801 to 007463 and 006706 to 006736 where analysed at the SGS facility in Yamoussoukro. The samples were prepared using “PRP87” (dry, crush, crush, split, pulvarise, 75 microns, <1.5 kg). After preparation, samples where analysed for gold using “FAA505 (by fire assay with AAS finish using 50 g sample).

Sample Preparation – Soil Samples

In 2016, all soil samples were assayed at BV-CI. Soils were collected from holes of an average depth of 0.5 meters (varying from 0.3 meters to 0.75 meters), a total of 1 to 2 kilograms of material was typically retained. The geology and geography surrounding the sample point was collected and notes of anything of interest (alteration, sulphide content, etc.) also recorded. Sample were prepared using PRP70-1 kg prep (dry, crush 1kg sample at better than 70% passing 2mm and splitting of a 250 g subsample for pulverization with pulp passing better than 85% 75 µm) and analysed using AQ201 multi-element analysis (36 element 15 g scan with an ICP-ES/MS finish.

The 2020-2022 soil geochemical program followed similar protocols to those of the 2016 to maintain consistency across the surveys. Soils were collected from holes with an average depth of 60 cm (varying from 0.37 meters to 0.95 meters). Sample weights varied from not less than 1 kg to 2 kg in size. The geology and geography, including any surface disturbance, artisanal mining, villages and other modifying factors were recorded for each sample site. Identifier numbers were assigned to each sample and were checked

81 -

by the lead geologist prior to packaging for delivery. Kobo personnel delivered the samples directly to the ALS facility in Yamoussoukro for furtherance by the lab for analysis.

ALS laboratory prepared each sample using PREP-31B (crush to 70% passing 2 mm, riffle split off 1 kg, pulverize split to 85% passing 75 microns) and analysed by fire assay with an AAS 30 g sample (AU-AA26) and a second analysis for multi element 32 element four acid digestion with ICP-AES Finish (ME-ICP61).

Sample Security

All samples are sealed and collected in rice bags on site. Once a field campaign is completed, or when sufficient samples had been collected to warrant a sample shipment, all the samples are delivered by hand to the preparation laboratory in Abidjan or Yamoussoukro by the KOBO geologist along with the analytical request forms. No person from outside of the company has access to the samples from collection to delivery.

Quality Assurance and Quality Control

Due to the relatively small and somewhat discontinuous soil and rock chip sampling completed to date on the Kossou permit, Kobo has not implemented any internal QA/QC in its sampling process. Kobo has relied on the internal laboratory QA/QC at this time.

The 2021-2022 soil geochemistry program instituted an QA/QC program that consisted of inserting one blank every twentieth sample and an in-field duplicate every ten samples taken from the same material as the primary sample.

Qualified Person Comments

The soil and rock samples have been sent to commercial laboratories using standardised, industry practice precious metal analysis with laboratory QA/QC protocols in place. In Qualified Person’s opinion, the sampling preparation, security and analytical procedures and laboratory QA/QC used at the Kossou are consistent with generally accepted industry best practices for this style of deposit. Kobo adopted industry standard use of internal QA/QC including the use of blanks and field duplicates in the 2020-2022 geochemistry program it is recommended that the company also adopt the use of standard reference material in future sampling campaigns.

Data Verification

Data verifications carried out by the Qualified Person include:

Discussions with KOBO geologist Stephane Kouassi and President Paul Sarjeant Pgeo.
Site visit to the project including the collection of 5 check samples (Table 3).
Manual auditing of the sample database received from KOBO.
A limited audit of exploration work conducted.
Review of information obtained from internal company reports.
82 -

==> picture [472 x 59] intentionally omitted <==

Table 3: Check Assays by Qualified Person

Interpretations and Conclusions

The Kossou Gold Project is situated in a highly prospective greenstone belt with a favourable geological setting. There are many similarities with the regional geological setting at the Yaouré Gold Mine situated 3.5 km west of the Project.

Soil sampling has successfully identified well-defined anomalous gold in soil concentrations extending along a 5.3 km strike. Two primary gold targets have been identified from the exploration completed to date (Figure 43). The first is within a sequence of metavolcanic rocks comprising the RCZ-Jagger-Jagger South Zones. The RCZ shows continuity along a 1.6 km strike, Jagger along 1.8 km strike and Jagger South along an additional 2.6 km strike (total 6 km)

The second primary target is along the contact between metavolcanic and volcano-sediments known as the CZ. The strike potential along this target is 3.2 km.

The total anomalous strike identified by Kobo is in excess of 9 km.

The airborne magnetic data has confirmed the general geological setting with a sharp contrast between metavolcanic and volcano-sediments. There is a distinctive magnetic low coinciding with the position of the anomaly on the Kossou Gold Project. A comparison of the geophysical data with that reported by Perseus (2017) obtained by KOBO shows the important contact controlling the main mineralised structures at Yaouré Gold Mine continues into PR-852.

There are also encouraging signs for economic grade mineralisation associated with the intense artisanal mining activity at the Shadow Zone and within a zone with multiple east west veinlets at Kilo Zone.

There are clear inflections in the position of the metavolcanic-volcano-sediment contact in the Jagger Zone and there are promising theoretical targets where the main structures intersect the volcano-sediment contact. The CMA zone hosting the bulk of mineralisation at Yaouré is a north-south structure emanating from the contact between basalt and volcaniclastic rocks. There are similarities at the Kossou Gold Project with Jagger appearing to be a north-south oriented structure extending southwards from the same important lithological contact.

The results of first-phase trenching that have been completed by KOBO are considered by the QP to be very positive. There are well mineralised intersections in trenches in both the RCZ and Jagger targets. The best mineralised intersections at the RCZ is the 18.20 m at 4.64 g/t Au (Discovery site) and the intersections of 4.55 m at 3.72 g/t Au and 6.20 m at 5.36 g/t Au at Jagger provide real encouragement. Gold grades of

83 -

90.20 g/t have recently been obtained in highly silicified lithologies on the un-sampled edge of trench KTR012 which is in the progress of being extended.

The soil geochemical results in the Shadow Zone failed to identify the footprint of the significant mineralised vein being mined by artisanal miners. It is proposed that the samples taken have been collected in weathered rock and not in a residual soil. It leaves open the possibility of identifying additional mineralised structures in areas considered to have low potential within the area already sampled by KOBO.

==> picture [356 x 161] intentionally omitted <==

==> picture [356 x 162] intentionally omitted <==

Figure 43: Main Targets Identified within Kossou Permit PR-852

84 -

Recommendations

A program of additional surface trenching is recommended in order to delineate first-phase drill targets. Trenching is recommended across the peak soil anomalies in the RCZ, Jagger and Jagger South Zones.

The contact between the volcano-sediments to the east and basalt package to west, defined as the Contact Zone (CZ) is a new and potentially significant finding for the project. The latest soil geochemical results and more recent artisanal mining work has clearly shown that gold is associated with this contact and further investigation, particularly where there appear to be shearing and inflections in the contact, should be a priority for the company. Additional work has confirmed and expanded RCZ and drilling is the obvious next step. Strong and expansive geochemical anomalies at Jagger and Kadie, pending results of an ongoing trenching program, require first pass drilling to determine the cause of and potential extents of bedrock mineralisation. Soil anomalies at Jagger South should be further investigated to determine their significance and potential for economic mineralisation through mapping, sampling and if warranted trenching.

A Phase 1 drilling program should focus on the RCZ, CZ and Jagger targets to determine lateral and depth extension of known mineralisation and their economic potential. The location of the proposed reverse circulation boreholes are displayed in Figure 44.

Of lower priority, Kobo should continue to explore the remainder of the concession, particularly those areas underlain by the volcanic rocks and areas with basalt/sediment contact and associated structures.

Phase 1 Exploration Program

RCZ: 4,000 m RC Drilling (45 holes)

Drilling should focus on the original RCZ discovery site and expand to the north-west and south-east along the entire 1.5 km extent of the soil anomaly and where trenching has exposed mineralisation.
First pass drill holes should be drilled on 50 to 100 m spaced sections and designed to intersect surface mineralisation at a depth of 25 and 50 m below surface.
A third level of holes targeting approximately 100 m below surface should be drilled were warranted.

CZ/Jagger: 4,500 m RC Drilling (50 holes)

Drill holes of these geochemical targets should be located considering ongoing trench results but should consist of a series of 100 m to 200 m spaced fences of shallow, -45[o] degree holes designed to test up to 30 m below surface and positioned to achieve horizontal coverage.
Results of this first pass of drilling will determine additional drilling to depth to extend potential mineralised zones.
At CZ, drill fences of holes, locations should consider potential areas of deflection of the contact and cross cutting structures.
At Jagger, holes should target geochemical anomalies and areas where trenching has exposed Au mineralisation.

The proposed drilling program has been costed at a total cost of $1,560,000 (Table 4) and would be expected to be executed over a 6-to-8-month period depending on drilling conditions and penetration rates. Due to the early-stage nature of program the objective would be to determine the outline the overall potential size of key zones of mineralisation (RCZ, Jagger and CZ).

85 -

Kossou Gold Project	Cost ($CDN)
Geology
Personnel, Mapping	255,000
Trenching Program (manpower and analysis)	35,000
Support, Logistics, Travel	139,000
Contingency (5%)	21,000
*Sub-Total Geology*	*450,000*
Drilling
Drilling – RC Contract (8,500 m, 95 holes)	822,000
Analytical Costs	207,000
Roadwork, Contingency	82,000
*Sub-Total Drilling*	*1,111,000*
	*1,561,000*
Kossou Gold Project Total

Table 4: Estimated Kossou Gold Project Phase 1 Exploration Budget

==> picture [258 x 182] intentionally omitted <==

==> picture [258 x 181] intentionally omitted <==

Figure 44: Proposed Borehole Locations

86 -

Overall Performance

On April 24, 2019, a research permit (the “Kotobi Permit” formerly known as the “Bongouanou Permit”) was awarded to KRCI and is located within the Birimian Dimbokro-Abengourou Belt, Boaulé-Mossi domain. It is located in the administrative departments of Arrah, Bongouanou and Daoukro covering 301.75 km2. The Kotobi Permit forms the basis of the Kotobi Project. The Kotobi Permit is issued for four (4) years and is renewable for two consecutive three years term with an additional possible two years term. Pursuant to the terms of the Kotobi Permit, Kobo is required to engage 100 million CFA F ($220,000) in expenses related to exploration activities annually in each of the first three years and 200 million CFA F ($440,000) in the fourth year, subject to currency exchange rate fluctuations. Kobo has complied with the requirement to invest 100 million CFA in exploration activities for the first year.

At this time, Kobo has not yet incurred the exploration expenses for the third and fourth years and therefore is in default. However, the Government of Côte d’Ivoire has not notified Kobo of such default. Kobo has paid the annual surface rights for each of the four years of the initial permit term.

Furthermore, Kobo filed a Renewal Application with the Ministry of Mines on February 27, 2023. Kobo expects to conduct exploration activities on the Kotobi Permit prior to April 23, 2023 for approximately 100 million CFA F ($220,000) thereby having a shortfall of approximately 300 million CFA F ($660,000). Kobo expects the renewal process to take several months from the date of its application.

In its Renewal Application Kobo has proposed to the Ministry to carry forward during the renewal period the expenses yet to be incurred from the initial permit period. The exploration expenses for the renewal period (3 years) amounts to approximately 483 million CFA F ($1,060,000). Kobo’s total exploration expenses would amount to approximately 783 million CFA F ($1,720,000). As the Kotobi Permit is not a material property at this stage Kobo could elect to abandon its rights of the said permit should its exploration results lead management to conclude that it has no viable value to the Resulting Issuer going forward. Should this be the case, Kobo will re-allocate the dedicated capital to its material property, the Kossou Gold Project described hereinafter.

The Kossou Permit forms the basis of the Kossou Gold Project. The Kossou Permit is issued for four years and is renewable for two consecutive three years term with an additional possible two years term. Pursuant to the terms of the Kossou Permit, Kobo is required to engage 110 million CFA F ($242,000) in expenses related to exploration activities annually in each of the first three years and 220 million CFA F ($484,000) in the fourth year, subject to currency exchange rate fluctuations. As at December 31, 2022, Kobo had incurred more than 450 million CFA F in exploration expenditures on a total commitment of 550 million CFA F thereby requiring the Resulting Issuer to invest approximately 100 million CFA F ($220,000) by November 5, 2023. With the proposed drilling program set to get underway in the second quarter of 2023 Kobo will have no issues in meeting the threshold expenditures.

Kobo therefore expects to apply for the renewal of the Kossou Permit by July 31, 2023 more than 3 months prior to end of the term of the initial period.

Pursuant to the Mining Code and related decrees of the Government of Côte d’Ivoire, in order to obtain a research permit, an applicant, such as Kobo, has to complete a number of steps and provide evidence of its suitability by meeting certain criteria. These steps include, but are not limited to:

87 -
a) the filing of a formal application, together with a non-refundable 1 million CFA F cheque, by the applicant;
b) a primary analysis of the request by the relevant mining administration to ascertain the admissibility of the application;
c) an in-depth analysis of the application, if deemed admissible;
d) subject to the in-depth analysis being deemed satisfactory by the Ministry of Mines and Geology of Côte d’Ivoire (the “Ministry of Mines”), a site visit being conducted with representatives of the applicant, further to which the Ministry of Mines can decide to either reject the application or allow it to proceed to the following stages;
e) a review and analysis of the application by the Commission Inter-Ministérielle des Mines (“CIM”), which can accept or decline the application, with or without conditions;
f) subject to receipt of a favourable decision from the CIM, the filing of the application with the Minister of Mines for a final and formal decision on whether a permit should be granted or not; and
g) subject to the Minister of Mines issuing a decision that a permit should be granted, the drafting, review and approval of the permit by decree approved by the general secretary of the Government and then the Cabinet ministers, and finally signed by the Presidency.

With respect to the applications for New Permits in the Bocanda and M’Batto regions, Kobo has completed the initial steps described in subparagraphs a) to d) above, with a view to secure the sought after area to eventually conduct exploration activities (as no other company can apply for an exploration permit while an application by another company is being considered by the Minister of Mines).

The CIM has not reviewed and analysed the applications, and Kobo is not actively pursuing the application process at this time. At any time, the applications for the New Permits could be either dismissed by the governmental authorities or withdrawn by Kobo.

Principal Objectives

Kobo’s primary objective is to focus on the exploration and development of the Kossou Gold Project, which consists of one research permit (PR-852). The Kossou Gold Project is located within the Yamoussoukro and Bouaflé regions of central Côte d’Ivoire. The permit is located approximately 22 km to the northwest from the capital Yamoussoukro and 250 km from the financial capital of Abidjan.

Kobo’s sole material property or asset is the Kossou Gold Project which is solely owned by Kobo and covers 147.365 km[2] . The Kossou Gold Project is located approximately 6 km east of the Yaouré Gold Deposit owned and exploited by Perseus Yaouré, a subsidiary of Perseus Mining PLC.

The Kotobi Project is not considered material to the business objectives of Kobo given its current stage of development. The Kotobi Project consists of one issued research permit (Kotobi) and three pending research permit applications (M’batto, Bocanda North & Bocanda South).

Côte d’Ivoire is a prospecting-friendly country within West Africa having adopted the Mining Code. There are several mid and major-tier gold companies that are operating and advancing projects in the country, including Barrick Gold, Endeavour Mining, Perseus Mining, and Fortuna Silver Mines. Côte d’Ivoire is

88 -

relatively under-explored compared to most West African countries over the past 25 years due to socialpolitical issues but is seeing renewed exploration, development and mining activity.

Furthermore, as shown in publicly available information, six (6) additional deposits within the country have been disclosed in the last 5 years and they include: (i) the Séguéla gold deposit held by Fortuna Silver Mines Inc., (ii) the Abujar gold deposit held by Tietto Minerals Ltd., (iii) the Fetkro gold deposit held by Endeavour Mining, (iv) the Doropo gold deposit held by Centamin plc, (v) the Morondo gold project held by Montage Gold and (vi) more recently the Tanda-Iguela property held by Endeavour Mining.

Corporate Governance and Internal Controls

Kobo conducts exploration and other activities through its sole material subsidiary, Kobo C.I., which is locally incorporated in Côte d’Ivoire. Kobo also holds mineral property interests indirectly through Kobo C.I in Côte d’Ivoire, which is a country that is considered to be an emerging market. The Board and management of Kobo has a track record of successfully exploring and developing mines in emerging markets and has the organizational and governance structures and protocols in place to manage the regulatory, legal, linguistic and cultural challenges and risks associated with having operations in these jurisdictions.

Kobo has designed a system of corporate governance, internal controls over financial reporting and disclosure controls and procedures that apply to it and Kobo C.I. These systems, which are coordinated by Kobo’s senior management and overseen by the Kobo Board, are designed to monitor the activities, performance and risks at Kobo C.I.

To ensure that Kobo has appropriate control and direction over its subsidiary, there are common directors and management between Kobo and Kobo C.I. The Kobo Board and management team regularly receive financial and technical updates on the operational matters of Kobo and Kobo C.I., and Kobo is a direct and sole shareholder of Kobo C.I. As a result, the operations and business objectives of Kobo and Kobo C.I. are effectively aligned and controlled. All of the minute books and corporate records of Kobo C.I. are, to the extent required under local regulations, kept at the offices of Kobo or Kobo’s local counsel, or with a local corporate advisory services firm.

Kobo Board of Directors

As of the date hereof, the Kobo Board is comprised of 5 directors, 2 of whom, Mr. Patrick Gagnon and Mr. Jeff Hussey, P.Geo., are deemed independent pursuant to NI 52-110. Mr. Edouard Gosselin, Mr. Paul Sarjeant, P.Geo., and Mr. Frank Ricciuti are not independent due to being or having being officers of Kobo. A Chairman of the Kobo Board is appointed every year. The independent directors may regularly meet among themselves without the presence of management.

Directorships – Other Reporting Issuers

The following directors are also directors of other reporting issuers, as follows:

Name	Reporting Issuer
Jeff Hussey	Osisko Metals Inc./TSXV Brunswick Exploration Inc./TSXV

89 -

Global Energy Metals Corp./TSXV Paul Sarjeant Ares Strategic Mining Inc./CSE

Orientation and Continuing Education

While the Kobo Board has not implemented a formal continuing education program for the directors, Kobo provides continuing education on an informal basis. New directors are also expected to meet with management of Kobo to discuss and better understand Kobo’s business and will be advised by counsel to Kobo of their legal obligations as directors of Kobo. New directors are also given copies of Kobo’s policies.

Members of the Kobo Board are encouraged to communicate with management, legal counsel and, where applicable, auditors and technical consultants of Kobo; to keep themselves current with industry trends and developments and changes in legislation with management’s assistance. Kobo Board members have full access to Kobo’s records.

Code of Business Conduct

Kobo has adopted a written Code of Business Conduct for the directors, officers, employees, consultants and contractors to promote honest and ethical conduct. The Code of Business Conduct provides guidelines for management of conflicts of interest and corporate opportunities, parameters for accepting gifts, and provisions relating to protection of Kobo’s assets, confidentiality and protection of personal information, compliance with laws and reporting of illegal or unethical behaviours.

Nomination of Directors

The GCN Committee has been established by the Kobo Board to assist the Kobo Board in fulfilling its oversight responsibilities in relation to the nomination of senior executives and directors of Kobo. The GCN Committee is responsible for recommending to the Kobo Board the necessary and desirable competencies of directors having regard to the long-term plan for the composition of the Kobo Board that takes into consideration the strategic direction of Kobo and identify individuals qualified to be directors to recommend as director nominees. The GCN Committee is also responsible for developing and implementing process for addressing nominees for director who are recommended by Kobo Shareholders.

Determination of Compensation of Directors and Officers

The GCN Committee is responsible for reviewing and approving any proposed change to the compensation to be paid to the directors and officers of Kobo.

Kobo Board Committees

The Kobo Board has appointed an audit committee, the role of which has been discussed above. The current size and nature of Kobo’s activities do not justify the establishment of other committees at this time. The roles customarily assumed by committees are undertaken by the full Kobo Board.

Assessments

The GCN Committee is responsible for assessing the performance and effectiveness of the Kobo Board as a whole, the committees of the Kobo Board, Kobo Board and committee chairs and individual directors.

90 -

The GCN Committee reviews and reports to the Kobo Board on the results of its assessments and make recommendations in connection with such review.

Kobo Board and Management Experience in Emerging Markets and Business Oversight

The Kobo Board and management team are comprised of international business leaders and mining industry professionals with expertise and experience working in Cote d’Ivoire. Several of Kobo’s executives/directors have experience in conducting business in Africa.

Each of Messrs. Gosselin and Sarjeant are officers and directors of Kobo since December 2015 and have been overseeing the business and technical development of Kobo since its inception. Mr. Gosselin has also been General Manager of Kobo C.I. since September 2016.

Each of Messrs. Gosselin and Sarjeant have made and still make visits at regular intervals to Kobo’s operations in Côte d’Ivoire, subject to recent travel restrictions. During these visits they interact with local employees, government officials, contractors and community leaders and provide oversight for local and expatriate staff on technical, financial and government relations matters.

Mr. Gilles Couture, CPA Auditor, chief financial officer of Kobo, has experience of providing financial oversight and control in mining, industrial, medical and technical industries for more than 40 years and more specifically as a senior partner at PricewaterhouseCoopers LLP in Québec City and has been acting as Chief Financial Officer of Kobo since 2016.

Mr. Jeff Hussey, Pgeo., has over 32 years of professional experience in the mining industry in Canada, Mexico and Peru working on mineral exploration and development projects as well as being involved in the operation of open pit and underground operations at various stages of mine life, from start-up to mine closure.

The Kobo Board receives regular technical briefings, risk assessments, financial performance, and progress reports in connection with the operations in Côte d’Ivoire, and in so doing, maintains effective oversight of its business and operations. Through these updates, assessments and reports, the Kobo Board gains familiarity with the operations, laws and risks associated with operations in such jurisdiction.

Head office and local management personnel are familiar with the local laws, business culture and standard practices, have local language proficiency where required, are experienced in working in Côte d’Ivoire and in dealing with the relevant government authorities and have experience and knowledge of the local banking systems and treasury requirements.

Internal Controls and Cash Management

Kobo maintains internal controls over financial reporting with respect to its operations in Côte d’Ivoire by taking various measures and consistently applying them across its operations. It maintains and uses a financial authorities matrix which is regularly reviewed to ensure that a process and mechanism of approvals is maintained and followed for the disbursement of corporate funds. In accordance with the requirements of National Instrument 52-109 – Certification of Disclosure in Kobo’s Annual and Interim Filings for venture issuers, Kobo has designed key internal controls and has developed and implemented internal procedures to provide assurances that it has timely access to material information about Kobo C.I.

91 -

Differences in banking systems and controls in Côte d’Ivoire are addressed by having rigorous controls over cash kept in the jurisdiction, especially with respect to access to cash, cash disbursements, appropriate authorization levels, performing and reviewing bank reconciliations on at least a monthly basis and the segregation of duties. Kobo maintains banking relationships only with banks that follow international standards. Kobo has established practices, protocols and routines for the management and eventual distribution of its cash.

The distribution mechanisms depend upon local circumstances and financing arrangements in place and are compliant with applicable law. All material practices, protocols and routines are controlled and overseen by Kobo’s Chief Financial Officer and are subject to customary internal reviews.

Kobo has established policies that all Directors, employees, consultants and contractors must follow, including: (i) the Code of Conduct; and (ii) an Anti-Bribery & Anti-Corruption Policy. Kobo’s policies will be reviewed and approved by the Kobo Board annually.

Health and Security

Differences in the health and security risk in the emerging market in which Kobo operates are overseen and managed by management and local staff. The Kobo Board and management team regularly receive risk assessments, public affairs updates and progress reports on the health and security risks affecting Kobo’s operations and personnel in Côte d’Ivoire, and in so doing, maintain effective oversight of such risks.

Kobo’s exploration activities at this current stage do not require having the presence of security teams. The security of its people and exploration sites in Côte d’Ivoire is ensured by local authorities who monitor and respond to regional security risks and Kobo’s requests from time to time. Kobo’s staff utilizes a combination of established practices, protocols and routines to detect, deter and protect against such risks. As Kobo’s operations increase over time it will reassess on a going concern the need for an increase in security staff and measures. All of Kobo’s current personnel have substantial experience working in Côte d’Ivoire and are based either on mine sites or near thereof.

Communication and Cultural Differences

The primary operating language in Côte d’Ivoire is French. Differences in cultures and practices in the emerging market in which Kobo operates are addressed by employing competent staff who are familiar with the local laws, business culture and standard practices, have local language proficiency, are experienced in working in that jurisdiction and in dealing with the relevant government authorities and have experience and knowledge of the local banking systems and treasury requirements.

Negative Operating Cash Flow

As an exploration company, Kobo has no source of operating cash flow and its operations to date have been funded primarily from equity financings. Accordingly, Kobo had a negative operating cash flow for the financial year ended December 31, 2021. As a result of the expenses to be incurred by Kobo in connection with its business objectives for the development of the Kossou Gold Project, Kobo anticipates that negative operating cash flows will continue for the foreseeable future. See “Risk Factors – Risks Relating to Kobo and its Business – Kobo has a limited operating history and may not be able to achieve financial or operation success” and “Risk Factors – Risks Relating to Kobo and its Business – Kobo may experience negative operating cash flow for the foreseeable future”.

92 -

Business Objectives and Milestones

The business objectives of Kobo are to identify, evaluate, acquire and explore mineral properties. Kobo’s focus is the Kossou Gold Project and secondarily, the Kotobi Project. However, Kobo may consider advancing the Permit Applications for the M’batto license (389 km[2] ) and subsequently the 2 Bocanda (Bocanda North 341 km[2] and Bocanda South 338 km[2] ) license applications for gold research permits totalling approximately 1,068 km[2] in the Bocanda and M’batto regions. All these applications and research permits are underlain by Birimian host units based on Cote d’Ivoire government regional geology maps.

Kobo’s primary objectives over the next 12 months are as follows:

a) Conduct the proposed exploration activities on the Kossou Gold Project including executing the Phase 1 Drilling Program.
b) Conduct minimal and required exploration activities on the Kotobi Permit to keep it in good standing.

The proceeds of the Concurrent Financing are intended to be used to fund (i) the exploration and other expenses relating to the Kossou Gold Project, (ii) the expenses of the Transaction and the Concurrent Financing, and (iii) the working capital requirements of the Resulting Issuer.

Management’s intention is to proceed with the recommended exploration program as soon as practically possible once Kobo has completed the Transaction with Meteorite Capital Inc. It is possible that some portions of the net proceeds allocated for such work programs will be devoted to other acquisition, development or exploration opportunities identified by Kobo from time to time.

Selected Financial Information

The following tables summarize selected financial information for the two most recent financial years ended December 31, 2021 and 2020. Kobo had no operating revenue in any financial reporting period and did not declare or pay any dividend or distribution in any financial reporting period.

	As at and for the year ended	As at and for the year ended
	December 31, 2021	December 31, 2020
	(audited)	(audited)
Net Loss and Comprehensive Loss:	$1,466,582	$990,760
Basic and diluted net loss per share	$0.030	$0.026
Total assets	$721,337	$336,449
Total liabilities	$681,171	$322,522

As a junior exploration company, Kobo has no expectation of generating operating profits until it develops a commercially viable mineral deposit.

Review of the Exploration Expenses for the years ended December 31, 2021 and 2020

For the year ended December 31, 2021, Kobo continued to concentrate its exploration activities on the Kossou Permit as the exploration expenses incurred were nearly doubled compared to the same period of 2020. Kobo did not conduct any exploration activities on the Kotobi permit for the year ended December 31, 2021 and only incurred expenses related to staff housing facilities.

93 -

Kobo has detailed the exploration expenses for the years ended December 31, 2021 and 2020 as shown below:

below:
	Year ended	December	31, 2021	Year ended	December	31, 2020
	Kossou	Kotobi	Total	Kossou	Kotobi	Total
	($)	($)	($)	($)	($)	($)
Geochemistry	72,354	0	72,354	11,008	63,416	74,424
(Laboratory)
Geophysics	85,567	0	85,567	119,361	0	119,361
Geology and sampling	207,489	0	207,489	108,477	75,463	183,940
Exploration tools	10,778	0	10,778	35,036	15,202	50,238
Exploration office	28,944	4,954	33,898	8,583	10,357	18,940
expenses
Duties, taxes and	2,196	0	2,196	1,273	2,361	3,634
permits
Vehicles expenses	35,854	0	35,854	18,655	8,237	26,892
Total	443,182	4,954	448,136	302,393	175,036	477,429

Years Ended December 31, 2021 and 2020

During 2021, Kobo increased its net loss and comprehensive loss for the year to $1,466,582 compared to $990,760 for 2020. The main reasons for this increase are:

a) total exploration expenses for 2021 were $448,136 compared to $477,429 for 2020;
b) Kobo decided to concentrate its exploration activities essentially on the Kossou Permit and as such incurred $443,182 in expenses for 2021 compared to $4,954 of exploration expenses incurred on the Kotobi permit for 2021;
c) exploration expenses incurred in 2020 for the Kossou Permit were $302,393 and were $175,036 for the Kotobi Permit;
d) Kobo initiated a soil Geochem program on the Kotobi property during the first six months of 2020 which was suspended late March 2020 due to COVID-19 restrictions and resumed as of late May 2020 and suspended again early July 2020, exploration expenses for 2020 were $175,036;
e) following the ease in travel restrictions in late July 2020, Kobo initiated its exploration program on the Kossou Permit by conducting a UAV-borne magnetic survey followed by a geochem soil program, rock sampling, trenching and geological mapping;
f) professional fees incurred in 2021 were $608,540 compared to $164,630 for 2020 as Kobo started the process of completing an initial public offering thereby increasing legal and accounting fees;
g) Share-based compensation was $221,576 compared to $127,652 for 2020 following the granting of options to management;
h) during the year ended December 31, 2021, Kobo raised $1,271,245.40 in share capital, compared to $1,011,407 for the year ended December 31, 2020.
94 -

Management’s Discussion & Analysis

The Kobo MD&A are attached hereto at Appendix “D” and should be read in conjunction with the Kobo Financial Statements, respectively, which are attached hereto at Appendix “C”.

Description of Securities

The authorized and issued share capital of Kobo has been amended on September 19, 2022 as follows:

a) The authorized share capital of Kobo is increased by the creation of one (1) new class of shares, being the preferred shares, for which the rights, privileges, restrictions and conditions are described below.
b) The rights, privileges, restrictions and conditions inherent to the Class A Common Shares are changed as described below and the designation of the Class A shares are changed to common shares.
c) The authorized share capital of Kobo is decreased by the cancellation of the Class AA Shares, the Class B Shares, the Class C and the Class D Shares authorized but unissued.

As of the date hereof, 56,809,749 Kobo Common Shares are issued and outstanding.

Common Shares

The holders of the Kobo Common Shares are entitled to receive dividends out of the assets of Kobo legally available therefore at such times and in such amounts as the Kobo Board may determine. The holders of the Kobo Common Shares are entitled to receive notice of any shareholders’ meeting of Kobo and to attend and vote thereat on all matters to be voted on by the Kobo Shareholders. At each such meeting, the holders of the Kobo Common Shares are entitled to one vote for each share held. Upon the liquidation, dissolution or winding-up of Kobo, the holders of the Kobo Common Shares are entitled to participate equally in the remaining property and assets of Kobo available for distribution.

Preferred Shares

Upon receipt of the certificate of amendment confirming the amendments to Kobo’s share capital, preferred shares may be issued at any time, in one or several series, ranking between themselves, as shares of this specific category upon payment of dividends and assets distribution in the case of Kobo winding-up, liquidation and partial or complete asset distribution among the shareholders. Subject to the provisions of the QBCA, preferred shares do not entitle their holder to vote, to be convened to or to attend shareholders’ meetings. The holders of preferred shares of a specific series are entitled to receive, with respect to each fiscal year or any other period indicated on the articles of amendment related to said series, preferential dividends. The cumulative or non-cumulative characteristic, rate, amount or calculation method and payment terms of the said preferential dividends will be determined by the applicable articles of amendment. In the event of the winding-up of Kobo, or the distribution of its assets in the liquidation process, in whole or in part among shareholders, the holders of preferred shares of any series receive, in cash or in nature, an amount equivalent to the counterpart payable to said issued and outstanding shares, in priority before any distribution to the holders of Common Shares.

To the best knowledge of the directors and senior officers of Kobo, no person beneficially owns, directly or indirectly, or exercises control or direction over, shares carrying more than 10% of the voting rights attached to any class of voting securities of Kobo as at the date hereof except as set out below:

95 -

Name of Holder	Description of Securities	Number of Securities	Percentage prior to the Concurrent Financing	Percentage after the Concurrent Financing
Edouard Gosselin	Common Shares	15,500,000(1)	27.28%	20.15 %
Paul Sarjeant	Common Shares	8,000,000(2)	14.08%	10.4%
Jean Coté/Gestion JCJC Inc.	Common Shares	6,520,073(3)	11.48%	8.48%

Notes:

(1) Total of 16,150,000 securities (including the 650,000 Options), representing 25.15% prior to the Concurrent Financing on a fully-diluted basis.

(2) Total of 8,400,000 securities (including the 400,000 Options), representing 13.08% prior to the Concurrent Financing on a fully-diluted basis.

(3) Total of 6,520,073 securities (including the 200,000 Options), representing 10.47% prior to the Concurrent Financing on a fully-diluted basis. Gestion JCJC Inc. is a corporation controlled by Mr. Jean Coté. Mr. Jean Côté resigned as a director of Kobo as of November 12, 2021. Kobo retains Mr. Coté’s services as a Marketing Consultant on an “as needed basis only”.

The following table sets out the names and place of residence of the directors and executive officers of Kobo, their present position(s) and offices with Kobo, their principal occupations during the last five years and their holdings of Common Shares as at the date hereof.

The term of office of the directors expires annually at the time of Kobo’s annual shareholder meeting. The term of office of Kobo’s executive officers expires at the discretion of the Kobo Board.

Name, Province or State and Country of Residence	Position with Kobo	Principal Occupation for the Past Five Years(1)	Number of Common Shares Beneficially Owned or Controlled (1)
Directors Edouard Gosselin (63) Québec, Canada Frank Ricciuti (80) Ontario, Canada	Director (since December 2015) CEO (since November 23, 2021) Corporate Secretary (since December 2015) Director (since 2015) (2) Chairman of the Kobo Board (since November 23, 2021)	Executive Chairman of Kobo between February 5, 2016 and November 12, 2021 General Manager of Kobo C.I. since August 2016. President and owner of EG Industrial Solutions Ltd since August 2011 (management consulting company and manufacturer of specialized cutting tools for the primary aluminum industry). Attorney-sole practitioner. President and owner of Efjay Consulting Ltd. (management consulting company, 2000-2020) Vice President, Corporate Development of Kobo between December 2015 and November 12, 2021	15,500,000 Common Shares (27.28%) 2,563,333 Common Shares (4.51%)

96 -

Name, Province or State and Country of Residence	Position with Kobo	Principal Occupation for the Past Five Years(1)	Number of Common Shares Beneficially Owned or Controlled (1)
Paul Sarjeant (62) Ontario, Canada Patrick Gagnon (60) Québec, Canada Jeff Hussey (60) Québec, Canada Executive Officer Gilles Couture (71) Québec, Canada	Director (since 2015) President, COO (since 2015) Director (since February 2017)(4) Independent Director (since January, 2021)(5) Chief Financial Officer (since February 2016)	President & owner of Doublewood Consulting Inc. (geological consulting company. August 2006-February 2019) Manager, Geology, Largo Inc. (Canadian mining company, February 2019-May 2022) Private investor (February 2017- present) President of Palos Asset Management Inc. (investment firm (December 2016- November 2017) President of Corporation Gagnon Capital Inc. (holding company, 2007- present) Director of Brunswick Exploration Inc. (December 2020-present) Director of Osisko Metals Incorporated (Canadian exploration and development company, June 2017- present) President & COO of Osisko Metals Incorporated (January 2020-present) President & CEO of Osisko Metals Incorporated (June 2017-January 2020) Chief Financial Officer of Kobo Director and Owner of private manufacturing companies (2011- present)	8,000,000 Common Shares (14.08%) 1,400,000 Common Shares (6) (2.46%) N/A N/A

Notes:

(1) The information as to principal occupation, business or employment of and securities beneficially owned, controlled or directed by a director or executive officer is not within the knowledge of the management of Kobo and has been furnished by the respective parties and is based on a number of 56,809,749 issued and outstanding shares.

(2) Governance, Compensation and Nominating Committee Member and Audit Committee Member.

(3) Governance, Compensation and Nominating Committee Chair.

(4) Audit Committee Chair and Governance, Compensation and Nominating Committee Member.

(5) Audit Committee Member.

(6) 1,100,000 Common Shares held by Corporation Gagnon Capital Ltée., a corporation controlled by Mr. Patrick Gagnon.

It is expected that following the Transaction, Messrs. Gosselin and Sarjeant will devote all of their time to the activities of Kobo and Mr. Couture will devote approximately 50% of his time to Kobo.

As at the date hereof, Kobo’s directors and executive officers as a group beneficially own, directly or indirectly, or exercise control or direction over an aggregate of 27,463,333 Common Shares, representing in the aggregate 48.34% of the issued and outstanding Common Shares, excluding any Options or Warrants held by such directors and officers.

Edouard Gosselin and Paul Sarjeant can be considered as promoters of Kobo, having taken the initiative in founding and operating Kobo. As at the date hereof, Kobo’s promoters as a group beneficially own, directly or indirectly, or exercise control or direction over an aggregate of 23,500,000 Common Shares,

97 -

representing in the aggregate 41.37% of the issued and outstanding Common Shares, excluding any Options or Warrants held by such promoters.

Options And Other Rights To Purchase Securities

As of the date hereof, there are 3,400,000 Kobo Options outstanding.

The following chart is a summary of the number and certain terms of Options that have been granted to the persons or groups of persons set out below and that are outstanding as of the date hereof:

Class of holders of Shareholder Options (number of holders in class)	Number of Common Shares under Option	Exercise Price	Grant Date	Expiry Date

Current and former executive officers of Kobo, as a group (2) Current and former non-executive directors of Kobo, as a group (6) All other employees and past employees of Kobo, as a group (Nil) All consultants of Kobo, as a group (3)	200,000 (E. Gosselin) 150,000 (E. Gosselin)(1) 100,000 (P. Sarjeant) 100,000 (E. Gosselin) 200,000 (E. Gosselin) 100,000 (P. Sarjeant) 200,000 (P. Sarjeant)	$0.20 $0.20 $0.20 $0.20 $0.20 $0.20 $0.20	02/01/2020 02/01/2020 02/01/2020 01/05/2021 01/05/2021 01/05/2021 01/05/2021	01/31/2027 01/31/2028 01/31/2027 01/04/2028 01/04/2026(2) 01/04/2028 01/04/2026(2)
	100,000 (P. Gagnon) 100,000 (P. Gagnon) 100,000 (J. Côté) 100,000 (F. Ricciuti) 100,000 (P. Gagnon) 250,000 (P. Boivin) 250,000 (J. Hussey) 100,000 (J. Cote) 100,000 (F. Ricciuti) 0 250,000 (S. Baron) 250,000 (R. M’Gbra) 100,000 (R. M’Gbra) 200,000 (S. Baron) 25,000 (R. M’Gbra) 50,000 (S. Kouassi) 25,000 (S. Baron) 250,000 (C. Picken)(3)	$0.15 $0.20 $0.20 $0.20 $0.20 $0.20 $0.20 $0.20 $0.20	02/01/2017 02/01/2020 02/01/2020 02/01/2020 01/05/2021 01/11/2021 01/11/2021 01/05/2021 01/05/2021	01/31/2024 01/31/2027 01/31/2027 01/31/2027 01/04/2028 01/10/2028 01/10/2028 01/04/2028 01/04/2028
		N/A	N/A	N/A
		$0.15 $0.15 $0.20 $0.20 $0.20 $0.20 $0.20 $0.20	12/18/2017 12/18/2017 02/01/2020 02/01/2020 01/05/2021 01/05/2021 01/05/2021 03/01/2023	12/17/2024 12/17/2024 01/31/2027 01/31/2027 01/04/2028 01/04/2028 01/04/2028 02/28/2030

Notes:

(1) 250,000 Options were initially granted on February 1, 2020 subject to satisfaction of certain conditions, and such conditions having been partially satisfied, 150,000 of the 250,000 Options were finally granted on February 1, 2021.

(2) Options granted subject to conditions are no longer conditional as the conditions have been satisfied as of November 1, 2022 and at which date became vested thus having an Expiry Date of October 31, 2027.

(3) Kobo granted to Chris Picken, geologist and consultant of the corporation, 250,000 Kobo Options on March 1, 2023.

Warrants

As of the date of hereof, there are 4,250,034 warrants to purchase Common Shares (the “Warrants”) outstanding. The Warrants are each exercisable into one Common Share at the exercise price of $0.30.

98 -

The following chart is a summary of the number and certain terms of Warrants that have been granted to the persons or groups of persons set out below and that are outstanding as of the date hereof:

Class of holders of shareholder Options (number of holders in class) Current and former executive officers of Kobo, as a group (Nil) Current and former non-executive directors of Kobo, as a group (1) All other employees and past employees of Kobo, as a group (Nil) Shareholders of Kobo (other than current and former directors or officers), as a group (11)	Number of Common Shares under Option N/A 300,000 N/A 3,950,034	Exercise Price N/A $0.30 N/A $0.30	Grant Date N/A April 2020 N/A June to October 31, 2020	Expiry Date
				N/A August 31, 2023 N/A August 31, 2023

** Should the Common Shares be listed on a stock exchange in Canada, Kobo has the right to accelerate to exercise the Warrant to 30 days, at Kobo’s option, if, for any ten (10) consecutive trading days during the unexpired term of the Warrant, the closing price of the Common Shares exceeds the Exercise Price of the Warrants by 25% or more.

Kobo Warrants

The Kobo Warrants issued as part of the Concurrent Financing and subject to the terms thereof are governed by the terms of a warrant indenture (the “ Warrant Indenture ”) entered into between Kobo and TSX Trust Company, as warrant agent thereunder (the “ Warrant Agent ”), as of February 24, 2023. Kobo appointed the principal transfer offices of the Warrant Agent in Toronto, Ontario as the location at which Kobo Warrants may be surrendered for exercise or transfer. The following summary of certain provisions of the Warrant Indenture contains all of the material attributes and characteristics of the Kobo Warrants but does not purport to be complete and is qualified in its entirety by reference to the provisions of the Warrant Indenture.

Each Unit Warrant entitle the holder to purchase one Warrant Share at an exercise price of $0.40 per Warrant Share, subject to adjustment, at any time until the Warrant Expiry Time. WARRANTS NOT EXERCISED PRIOR TO THE WARRANT EXPIRY TIME ON THE WARRANT EXPIRY DATE WILL BE VOID AND ALL RIGHTS WITH RESPECT TO SUCH WARRANTS SHALL TERMINATE AND BE CANCELLED .

The Warrant Indenture provides for adjustment in the number of Warrant Shares issuable upon the exercise of the Kobo Warrants and/or the exercise price per Unit Warrant upon the occurrence of certain events, including:

a) the issuance of Common Shares or securities exchangeable for or convertible into Common Shares to all or substantially all of the holders of Common Shares by way of distribution (other than a distribution of Unit Shares upon the exercise of the Unit Warrants);
b) the subdivision, redivision or change of the Common Shares into a greater number of shares;
99 -
c) the reduction, combination or consolidation of the Common Shares into a lesser number of shares;
d) the fixing of a record date for the issue of rights, options or warrants to all or substantially all of the holders of the Common Shares under which such holders are entitled, during a period expiring not more than 45 days after the record date for such issuance, to subscribe for or purchase Common Shares, or securities exchangeable for or convertible into Common Shares, at a price per share to the holder (or having an exchange or conversion price per share) of less than 95% of the “current market price”, as defined in the Warrant Indenture, for the Common Shares on such record date; and
e) the fixing of a record date for the making of a distribution to all or substantially all of the holders of the Common Shares of securities of any class, whether of Kobo or any other entity (other than Unit Shares), rights, options or warrants to acquire shares of any class or securities exchangeable or convertible into any such shares, evidences of indebtedness, or any property or other assets.

The Warrant Indenture also provides for adjustment in the class and/or number of securities issuable upon the exercise of the Kobo Warrants and/or exercise price per security in the event of the following additional events: (i) reclassifications of the Common Shares; (ii) consolidations, amalgamations, plans of arrangement or mergers of Kobo with or into another entity (other than consolidations, amalgamations, plans of arrangement or mergers which do not result in any reclassification of the Common Shares or a change or exchange of the Common Shares into other securities); or (iii) the transfer of the undertaking or assets of Kobo as an entirety or substantially as an entirety to another company or other entity.

No adjustment in the exercise price or the number of Warrant Shares purchasable upon the exercise of the Kobo Warrants will be required to be made unless the cumulative effect of such adjustment or adjustments would change the exercise price by at least 1%. Further, no adjustment will be made for Common Shares issued upon exercise of the Kobo Warrants (i) in connection with any share incentive plan or restricted share plan or share purchase plan in force from time to time for directors, officers, employees, consultants or other service providers of Kobo; or (ii) in satisfaction of existing instruments issued at the date of the Warrant Indenture.

Kobo also covenants in the Warrant Indenture that, during the period in which the Kobo Warrants are exercisable, it will give notice to holders of Kobo Warrants of certain stated events, including events that would result in an adjustment to the exercise price for the Kobo Warrants or the number of Warrant Shares issuable upon exercise of the Kobo Warrants, at least 10 days prior to the record date or effective date, as the case may be, of such event.

If, at any time while the Kobo Warrants are outstanding, Kobo undergoes a reclassification of the Common Shares or a capital reorganization of Kobo other than as described in the above paragraphs, or a consolidation, amalgamation, arrangement or merger of Kobo with or into any other body corporate, trust, partnership or other entity, or a sale or conveyance of the property and assets of Kobo as an entirety or substantially as an entirety to any other body corporate, trust, partnership or other entity (a “ Fundamental Transaction ”), then any Kobo Warrant holder who has not exercised its right of acquisition prior to the effective date of such Fundamental Transaction, upon the exercise of such right thereafter, shall be entitled to receive, in lieu of the number of Warrant Shares that prior to such effective date the Kobo Warrant holder would have been entitled to receive, the number of shares or other securities or property of Kobo or of the

100 -

body corporate, trust, partnership or other entity resulting from such Fundamental Transaction, that such Kobo Warrant holder would have been entitled to receive on such Fundamental Transaction, if, on the effective date thereof, the Kobo Warrant holder had been the registered holder of the number of Warrant Shares to which prior to such effective date it was entitled to acquire upon the exercise of the Kobo Warrants.

No fractional Warrant Shares will be issuable upon the exercise of any Kobo Warrants; instead, any fractional Warrant Shares issuable will be rounded down to the nearest whole number and no cash or other consideration in lieu of any interest in or claim to any fraction of a Warrant Share will be paid.

No warrant certificate evidencing any fraction of a Kobo Warrant shall be issued or otherwise provided for, and no person who purchases or holds a fraction of a Kobo Warrant shall be entitled to any cash or other consideration in lieu of any interest in or claim to any fraction of a Kobo Warrant. If a Kobo Warrant holder is entitled to a fraction of a Kobo Warrant, the number of Kobo Warrants issued to such holder shall be rounded down to the nearest whole Kobo Warrant.

From time to time, Kobo (when properly authorized) and the Warrant Agent, subject to the provisions of the Warrant Indenture, may amend or supplement the Warrant Indenture for certain purposes. Certain amendments or supplements to the Warrant Indenture may only be made by “extraordinary resolution”, which is defined in the Warrant Indenture as a resolution either: (i) passed at a meeting of the holders of Kobo Warrants at which there are holders of Kobo Warrants present in person or represented by proxy representing at least 25% of the aggregate number of the then outstanding Kobo Warrants and passed by the affirmative vote of holders of Kobo Warrants representing not less than 66⅔% of the aggregate number of all the then outstanding Kobo Warrants represented at the meeting and voted on such resolution; or (ii) adopted by an instrument in writing signed by the holders of Kobo Warrants representing not less than 66⅔% of the aggregate number of all of the then outstanding Kobo Warrants.

The Kobo Warrants will not be exercisable by or on behalf of a person in the United States or by, or for the account or benefit of, a U.S. Person unless an exemption from registration under the U.S. Securities Act and any applicable state securities law is available and documentation to that effect is provided in accordance with the terms of the Warrant Indenture.

Kobo has not applied and does not intend to apply to list the Kobo Warrants on any securities exchange. There will be no market through which the Kobo Warrants may be sold and purchasers may not be able to resell the Kobo Warrants purchased in the Concurrent Financing. This may affect the pricing of the Kobo Warrants in the secondary market, the transparency and availability of trading prices, the liquidity of the Kobo Warrants, and the extent of issuer regulation.

Kobo Shares

Each Kobo Share carries the right to one vote at all meetings of the shareholders of Kobo. There are no special rights or restrictions of any nature attaching to the Kobo Shares. All Kobo Shares rank equally as to voting powers, dividends and participation in assets upon liquidation of Kobo. No preferred shares have been issued by Kobo.

Consolidated Pro Forma Capitalization – Resulting Issuer

The following table summarizes the Resulting Issuer’s consolidated capitalization as at September 30, 2022[(1)] , as well as both before and after giving effect to the Concurrent Financing, as the case may be, and

101 -

should be read in conjunction with the detailed information and financial statements included in this Filing Statement.

	Outstanding	Outstanding as at September 30, 2022
	as at September 30, 2022 after giving effect	after giving effect to the Concurrent
	to the Amalgamation(1)	Financing(1)
Cash	$723,388	$4,878,788
Long-term debt	$42,944	$0
Shareholders’ equity (deficiency)	($182,827)	$3,992,573
	$6,624,715	$11,301,115
Common Shares	58,222,749	76,928,349
	Common Shares	Common Shares
	$0	$101,000
Warrants	4,250,034	14,324,146(2)
	Warrants	Warrants
	$528,833	$528,833
Options	3,513,040(3)	3,513,040(3)
	Options	Options
Deficit	($7,811,118)	($7,938,375)

Notes:

(1) Includes share issuance described in “Prior Sales” below

(2) Includes 4,250,034 Kobo Warrants expiring on August 31, 2023, 9,352,800 Concurrent Financing Warrants and 721,312 Agent Unit Warrants which, when exercised, will result in 721,312 Resulting Issuer Shares and 360,656 Resulting Issuer Warrants. (3) There are 3,513,040 post consolidation pro forma Options.

Prior Sales

Other than in the course of the Concurrent Financing, the following table sets forth certain information regarding the sale of all Common Shares and other securities convertible into Common Shares during the 12 months prior to the date of this Filing Statement which are included in the Consolidated Pro Forma Capitalization.

Date of Issue	Number and Type of Securities	Issue Price Per Securities	Net Proceeds
December 30, 2022	2,613,750 Common Shares	$0.20	$522,750
March 1, 2023	250,000 Options	Exercise Price of $0.20	-

Executive Compensation

Compensation Discussion and Analysis

102 -

Securities legislation requires the disclosure of the compensation received by each “Named Executive Officer” (“Named Executive Officer”) of Kobo for the most recently completed financial year. “Named Executive Officer” is defined by securities legislation to mean: (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; (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; (c) in respect of the company and its subsidiaries, the most highly compensated executive officer other than the individuals identified in paragraphs (a) and (b) at the end of the most recently completed financial year whose total compensation was more than $150,000, as determined in accordance with subsection 1.3(5), 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.

For the fiscal year ended December 31, 2021, Kobo had three Named Executive Officers.

Director and Named Executive Officer Compensation – Excluding Compensation Securities

The following table and notes thereto provide a summary of the compensation paid to the Named Executive Officers of Kobo for the two most recently completed financial years:

Name and Principal Position	Year Ended Dec. 31	Salary, Consulting Fee, Retainer or Commission	Bonus	Committee or Meeting Fees	Value of Perquisites	Value of All Other Compensation	Total Compensation
Edouard Gosselin, CEO Paul Sarjeant President, COO Gilles Couture CFO	2021 2020 2021 2020 2021 2020	$120,000 $120,000 - $4,400 $124,022 $61,650	- - - - - -	- - - - - -	- - - - - -	- - - - - -	$120,000 $120,000 - $4,400 $124,022 $61,650

No compensation has been paid to any directors for the two most recently completed financial years, other than management fees to Frank Ricciuti and Jean Côte for the years 2016 and 2017, which have been converted into Common Shares in March 2021 on the basis of $0.30 per Common Share.

The following table sets forth all compensation securities that have been granted or issued to the Named Executive Officers for the fiscal year ended December 31, 2021 and during the current fiscal year.

103 -

Name and Position	Type of Compensation Security	Number of Compensation Securities, Number of Underlying Securities, and Percentage of Class	Date of Issue or Grant	Issue, Conversion or Exercise Price($)	Closing Price of Security or Underlying Security on Date of Grant($)	Closing Price of Security or Underlying Security at Year End ($)	Expiry Date
Edouard Gosselin CEO Paul Sarjeant President/COO	Options Options Options Options(1) Options Options Options(1)	150,000 100,000 200,000 200,000 100,000 200,000 200,000	02/01/2021 01/05/2021 01/05/2021 01/05/2021 01/05/2021 01/05/2021 01/05/2021	0.20 0.20 0.20 0.20 0.20 0.20 0.20	0.20 0.20 0.20 0.20 0.20 0.20 0.20	0.20 0.20 0.20 0.20 0.20 0.20 0.20	01/31/2028 01/04/2027 01/04/2026 10/31/2027 01/04/2028 01/04/2026 10/31/2027

(1) The options were conditional and the conditions were satisfied on November 1,2022 and at which date became vested thus having an Expiry Date of October 31, 2027.

Stock Options and Other Compensation Securities

The Kobo Option Plan provides that the aggregate maximum number of Common Shares which may be issued under stock options (“ Options ”) issued and outstanding pursuant to the Kobo Option Plan, inclusive of existing outstanding Options, shall be a fixed number not to exceed 9.5 % of the issued and outstanding shares upon closing, subject to certain adjustments provided in the Kobo Option Plan.

Employment, Consulting and Management Agreements

Each of Messrs. Gilles Couture, Edouard Gosselin, Paul Sarjeant and Jean Côté provides services to Kobo through consulting services agreements with Kobo (collectively, the “ Consulting Agreements ”).

Gilles Couture was retained through 9229-7928 Québec Inc., a consulting company controlled by Mr. Couture to provide services as Chief Financial Officer of Kobo for an indefinite term, at an hourly rate of $145, plus reimbursement of reasonable expenses.

Edouard Gosselin was retained to perform services as Chief Executive Officer of Kobo for an indefinite term, for monthly consulting fees of $12,500, plus reimbursement of reasonable expenses.

Paul Sarjeant was retained through Doublewood Consulting Ltd., a consulting company controlled by Mr. Sarjeant, to perform services as President and Chief Operating Officer of Kobo for an indefinite term, for monthly consulting fees of $12,500, plus reimbursement of reasonable expenses.

Mr. Christopher Picken, geologist was retained to perform services as Exploration Manager of Kobo for an indefinite term, for monthly consulting fees of $8,000 US plus reimbursement of reasonable expenses, effective March 1, 2023.

Jean Côté was retained to perform services as Marketing Advisor of Kobo for an indefinite term, at an hourly rate of $50, plus reimbursement of reasonable expenses.

104 -

As per the terms of the respective consulting agreements, the monthly fees payable to Edouard Gosselin and Paul Sarjeant may be revised in 2023 by the Kobo Board following the closing of the Concurrent Financing.

The Consulting Agreements also contain certain provisions relating to confidentiality and non-competition during the term of the Consulting Agreements and within a specific period after termination of the Consulting Agreements.

Termination and Change of Control Benefits

Kobo may terminate the Consulting Agreements at any time upon providing a four-week prior written notice of termination. In addition, any equity granted to the officers shall immediately vest and become exercisable in accordance with the terms of the Kobo Option Plan.

In the event of a Change of Control and, within 12 months following such Change of Control, the Consulting Agreement of either of Edouard Gosselin or Paul Sarjeant is terminated for reason other than a breach or other events of default of the consultant, the consultant will be entitled to an indemnity equivalent to the consulting fees paid by Kobo to the consultant in the 24-month period preceding the termination of the Consulting Agreement (which indemnity shall, however, be no less than $240,000), in addition to the fourweek prior written notice of termination. In addition, any equity granted to Messrs. Gosselin or Sarjeant shall immediately vest and become exercisable in accordance with the Kobo Option Plan.

“Change of Control” is defined in the Consulting Agreements as (i) any person, other than a trustee or other fiduciary holding securities of Kobo under an employee benefit plan of Kobo or its subsidiaries, becoming the beneficial owner, directly or indirectly of securities of Kobo, representing at least twenty percent (20%) of the then-outstanding common shares of Kobo or the combined voting power of Kobo’s then-outstanding securities; (ii) the consummation of an amalgamation, merger or consolidation, or series of related transactions, which results in the voting securities of Kobo outstanding immediately prior thereto failing to continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity), directly or indirectly, at least fifty (50%) percent of the combined voting power of the voting securities of Kobo or such surviving entity outstanding immediately after such amalgamation, merger or consolidation; (iii) a change in the composition of the Kobo Board occurring within a 24-month period, as a result of which fewer than a majority of the Directors are incumbent directors; (iv) the sale or disposition of all or substantially all of Kobo’s key assets (or consummation of any transaction, or series of related transactions, having similar effect); or (v) the approval of the dissolution or liquidation of Kobo by its securityholders.

Director Compensation

The GCN Committee has been established by the Kobo Board to assist it in fulfilling its oversight responsibilities in relation to the nomination and compensation of senior executives and directors of Kobo. The members of the GCN Committee are appointed by the Kobo Board and includes at least two independent directors. The GCN Committee is responsible for recommending to the Kobo Board the necessary and desirable competencies of directors having regard to the long-term plan for the composition of the Kobo Board that takes into consideration the strategic direction of Kobo and identify individuals qualified to be directors to recommend as director nominees. The GCN Committee is also responsible for developing and implementing process for addressing nominees for director who are recommended by shareholders. (See the Governance, Compensation and Nominating Committee Charter). The director and

105 -

executive officer compensation is usually reviewed and determined by the GCN Committee and approved by the Kobo Board during the first quarter of the financial year.

The GCN Committee has been established by the Kobo Board to assist the Kobo Board in fulfilling its oversight responsibilities in relation to the compensation of senior executives and directors of Kobo. The members of the GCN Committee are appointed by the Kobo Board and includes at least two independent directors. The approach taken by the GCN Committee in determining the compensation includes ensuring that the compensation policies and practices reflects (i) the respective duties and responsibilities of the directors and senior executives; (ii) the importance of being competitive in attracting, retaining and motivating high quality and high performing directors and senior executives, (iii) an alignment of the interests of the directors and the senior executives of Kobo with shareholders and Kobo as a whole; (iv) corporate and individual performance objectives; and (v) an approach that discourages the taking of inappropriate or excessive risks.

The current compensation scheme in place used by Kobo for executive officer compensation consists of a fixed hourly or monthly consulting fee, and stock options, as determined by the Kobo Board.

In establishing the levels of consulting fees and the award of stock options, the Kobo Board takes into consideration a variety of factors, including the financial and operating performance of Kobo, and each Named Executive Officer’s individual performance and contribution towards meeting corporate objectives, responsibilities and length of service. Kobo does not maintain specific performance goals or use benchmarks in determining the compensation of executive officers. The Kobo Board may at its discretion award stock options for achievements or for accomplishments that the Kobo Board deem as worthy of recognition.

Consulting Fees

Amounts paid to executive officers as consulting fees are determined in accordance with an individual’s performance and salaries in the marketplace for comparable positions. There is no mandatory framework that determines which of these factors may be more or less important and the emphasis placed on any of these factors may vary among the executive officers and/or managers. The determination of base salaries relies principally on negotiations between the respective Named Executive Officer and/or manager and Kobo and is therefore heavily discretionary.

Pension Benefits

Kobo currently does not provide pension plan benefits for Named Executive Officers, directors or employees.

Indebtedness of directors and officers

No current or former executive officer, director or employee of Kobo or any of its subsidiaries is, or at any time since the beginning of the most recently completed financial year has been indebted: (i) to Kobo or any of its subsidiaries; or (ii) to another entity, where the indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by Kobo or any of its subsidiaries.

Legal Proceedings

106 -

Since the beginning of the most recently completed financial year for which financial statements of Kobo are included in this Filing Statement, there have been no legal proceedings to which Kobo is or was a party or of which any of its property is or was the subject of that involves claims for damages that exceeds 10% of Kobo’s current assets, nor are any such proceedings known to Kobo to be contemplated.

Since incorporation, there have not been any penalties or sanctions imposed against Kobo by a court relating to provincial and territorial securities legislation or by a securities regulatory authority, nor have there been any other penalties or sanctions imposed by a court or regulatory body against Kobo, and Kobo has not entered into any settlement agreements before a court relating to provincial and territorial securities legislation or with a securities regulatory authority. Material Contracts

Material Contracts

No material contract or non-arm’s length agreement, other than the Agency Agreement, Kobo Subscription Receipt Agreement and Warrant Indenture, have been entered into by Kobo or on its behalf, since December 31, 2022 or entered into prior to December 31, 2022 and which is still in force, other than contracts entered into in the ordinary course of business.

107 -

PART V - INFORMATION CONCERNING THE RESULTING ISSUER

Name and Incorporation

Following completion of the Transaction, the Resulting Issuer will carry on the business of Kobo under the corporate name of “Kobo Resources Inc.”. The head office and registered office of the Resulting Issuer will be located at 101-388 Grande Allée E., Quebec, QC, G1R 2J4.

Intercorporate Relationships

Pursuant to the Amalgamation, Kobo will amalgamate with Subco to form Amalco (known as BOKO Resources Inc.), which will be a wholly-owned subsidiary of Meteorite. Meteorite will change its name to “Kobo Resources Inc.” and, upon completion of the Transaction, Amalco will be the only direct subsidiary of the Resulting Issuer. Kobo C.I. will in turn be a direct subsidiary of Amalco.

Narrative Description of the Business

The Resulting Issuer will, through its wholly-owned subsidiary, BOKO Resources Inc./ Ressources BOKO Inc., carry on the business currently carried on by Kobo. See “ Information Concerning Kobo – General Development of the Business ”. Below is an organizational chart depicting the corporate structure of the Resulting Issuer:

==> picture [207 x 191] intentionally omitted <==

----- Start of picture text -----

Resulting Issuer
Kobo Resources Inc.
(Formerly Meteorite Capital Inc.)
Amalco
BOKO Resources Inc.
Kobo Ressources Côte d’Ivoire SA (Côte
d’Ivoire)
----- End of picture text -----

Upon completion of the Transaction, the Resulting Issuer Board will adopt such board committee charters, codes and policies as it deems necessary in accordance with good corporate governance practices given the stage of the Resulting Issuer.

Business Objectives and Milestones of the Resulting Issuer

Following completion of the Amalgamation, the Resulting Issuer’s strategy will be to create shareholder value by achieving the following milestones:

Executing the Phase 1 Drill Program on the Kossou License;
Conducting the Mag Survey on the Kotobi License;
108 -
Securing additional licenses through the pending applications and/or concluding JV Agreements with third parties to increase Kobo’s land package within Côte d’Ivoire or elsewhere.

See “ Information Concerning the Resulting Issuer – Resulting Issuer Available Funds and Principal Purposes ”.

Description of Resulting Issuer Securities

The authorized share capital of the Resulting Issuer following completion of the Transaction shall consist of an unlimited number of Resulting Issuer Shares. The issued share capital of the Resulting Issuer will change as a result of (i) the Concurrent Financing; and (ii) the consummation of the Amalgamation to reflect the issuance of the Resulting Issuer Shares contemplated under the Amalgamation.

The holders of Resulting Issuer Shares will be entitled to vote at meetings of the shareholders of the Resulting Issuer, to receive dividends, if, as and when declared by the board of directors of the Resulting Issuer and, upon liquidation, dissolution or winding-up of the Resulting Issuer, to receive such assets of the Resulting Issuer as are distributable to the holders of Resulting Issuer Shares.

Following completion of the Transaction, the Resulting Issuer Shares are expected to be listed on the TSXV under the trading symbol “KRI”.

Pro Forma Consolidated Capitalization

The following table sets forth the pro forma share capital of the Resulting Issuer, on a consolidated basis, after giving effect to the Transaction and the Concurrent Financing:

Designation of Security	Number Authorized or to be Authorized	Number Outstanding Prior to Giving Effect to the Transaction(1)	Number Outstanding After Giving Effect to the Transaction(1)	Number Outstanding After Giving Effect to the Concurrent Financing(1)
Resulting Issuer Shares	Unlimited	1,413,000	58,222.749	76,928,349
Resulting Issuer Options	(2)	113,040	3,513,040	3,513,040
Resulting Issuer Warrants		0	4,250,034	13,602,834
Agent Unit Warrants		0	0	721,312

Notes:

(1) Subject to minor deviation as a result of the effect of rounding at the individual shareholder level.

(2) Such total shall be equal to 9.5% of all issued and outstanding Resulting Issuer Shares, less the number of outstanding Resulting Issuer Options upon Closing.

Fully Diluted Share Capital

Set out below is a table indicating the number of Resulting Issuer securities expected to be outstanding on a fully-diluted basis after giving effect to the Transaction and the Concurrent Financing and the percentage of the fully-diluted shares which each category represents.

109 -

Resulting Issuer Pro Forma Shareholdings	Resulting Issuer Shares with Concurrent Financing(1)(2)
ResultingIssuer Shares held byexistingMeteorite Shareholders:	1,413,000(1.49%)
ResultingIssuer Shares to be exchanged for Kobo Shares:	56,809,749(59.72%)
Resulting Issuer Shares to be issued in connection with the Concurrent Financing	18,705,600 (19.66%)
Total non-diluted share capital of the ResultingIssuer:	76,928,349
Resulting Issuer Shares Issuable to Holders of
ResultingIssuer Options(3)	3,513,040(3.69%)
Agent Unit Warrants (comprised of 721,312 Resulting Issuer Shares and 360,656 ResultingIssuer Warrants)	1,081,968(1.14%)
Kobo 2021 Warrants	4,250,034(4.47%)
Concurrent FinancingWarrants	9,352,800(9.83%)
Total fullydiluted capital of the ResultingIssuer:	95,126,191

Notes:

(1) All percentages expressed on a fully-diluted basis
(2) Subject to minor deviation as a result of the effect of rounding at the individual shareholder level.

(3). Further to the Concurrent Financing and on a Fully Diluted basis, a total of 7,308,193 Resulting Issuer Shares will be reserved for issuance under the Resulting Issuer Option Plan. However, there are currently 3,513,040 Options granted thereby leaving 3,795,153 available for future grant. Such reserved total shall at all times be equal to 9.5% of all issued and outstanding Resulting Issuer Shares, less the number of Resulting Issuer Options then outstanding.

Resulting Issuer Available Funds and Principal Purposes

The following table sets out the estimated funds available to the Resulting Issuer after giving effect to the Transaction and the Concurrent Financing as at the dates indicated and rounded off to nearest $1,000.

Source of Funds	Following Completion of the Transaction and the Concurrent Financing
Estimated Resulting Issuer working capital as at January 31, 2023 (prior to Concurrent financing)	($725,400)
Net proceeds of the Concurrent Financing(1)	$4,155,400
Total estimated available funds:	$3,430,000

Note:

Use of Net Proceeds and Available Funds

The following table sets out the proposed use of the available funds by the Resulting Issuer after giving effect to the Transaction and the Concurrent Financing.

110 -

Principal Uses of Estimated Available Funds	Following Completion of the Transaction and the Concurrent Financing
Kossou Gold Project: Geology	$450,000
Kossou Gold Project: RC Drilling	$822,000
Kossou Gold Project: Analytical/Drill Support	$289,000
Kotobi Project: Geology/Geophysics	$180,000
General & Administrative	$876,000
Unallocated working capital	$813,000
Total Estimated funds available:	$3,430,000

Selected Pro Forma Financial Information

The following table sets out a summary of selected pro forma financial information for the Resulting Issuer as at September 30, 2022 after giving effect to the Transaction and the Concurrent Financing and should be read in conjunction with the pro forma statement of financial position and the notes thereto for the Resulting Issuer attached hereto as Appendix “E”:

Balance Sheet Data	As at September 30, 2022 (Unaudited)
Current Assets	$4,895,574
Total Assets	$4,925,868
Current Liabilities	$933,295
Total Liabilities	$933,295
Shareholders’ Equity	$3,992,573

Dividend Policy

There will be no restrictions in the Resulting Issuer’s articles or other constating documents that could prevent the Resulting Issuer from paying dividends. However, it is not contemplated that any dividends will be paid on any Meteorite Shares in the immediate future. The Resulting Issuer Board will determine if, and when, dividends will be declared and paid in the future from funds properly applicable to the payment of dividends based on the Resulting Issuer’s financial position at the time.

Resulting Issuer Principal Securityholders

To the knowledge of management of Meteorite and Kobo, no securityholder is anticipated to own of record or beneficially, directly or indirectly, or exercise control or direction over more than 10% of any class of voting securities of the Resulting Issuer after giving effect to the Transaction and the Concurrent Financing (on either a non-diluted or fully diluted basis), other than the following individuals:


Name and Municipality of Residence	Number (and Percentage) of Resulting Issuer Shares Owned or Controlled(1)(2)
Edouard Gosselin, Québec, QC	15,500,000 (20.15%(2))
Paul Sarjeant, Burlington, ON	8,000,000 (10.4%(2))

111 -

(1) On a non-diluted basis

(2) Assumes completion of the Transaction and Concurrent Financing.

Resulting Issuer Officers, Directors and Promoters

Name, Address, Occupation and Resulting Issuer Security Holdings

The following table sets out (a) the name and municipality of each person proposed as a director or an officer of the Resulting Issuer, or a promoter of the Resulting Issuer, (b) all positions and offices in the Resulting Issuer to be held by such person, (c) the principal occupation(s) during the preceding five years, (d) the period during which such person has served as a director or officer of Kobo or Meteorite, and (e) the number and percentage of Resulting Issuer Shares to be beneficially owned by such person, directly or indirectly, or over which control or direction will be exercised, as of the date of the Amalgamation.

Name and Municipality of Residence	Principal Occupations for the Previous Five Years	Positions and Offices with the Resulting Issuer	Director/ Officer Since	Number (and Percentage) of Resulting Issuer Shares Owned or Controlled(1)
Edouard Gosselin (63) Québec, QC	Executive Chairman of Kobo between February 5, 2016 and November 12, 2021 General Manager of Kobo C.I. since August 2016. President and owner of EG Industrial Solutions Ltd since August 2011 (management consulting company and manufacturer of specialized cutting tools for the primary aluminum industry). Attorney-sole practitioner.	Chief Executive Officer, Corporate Secretary and Director	Director (since December 2015), CEO (since November 23, 2021) and Corporate Secretary (since December 2015) of Kobo	15,500,000 (20.15%(2)) (17.02%(4))
Paul Sarjeant (62) Burlington, ON	President & owner of Doublewood Consulting Inc. (geological consulting company. August 2006-February 2019) Manager, Geology, Largo Inc. (Canadian mining company, February 2019-May 2022)	President, COO and Director	Director, President and COO of Kobo since 2015	8,000,000 (10.4%(2)) (8.86%(4))

112 -

Name and Municipality of Residence	Principal Occupations for the Previous Five Years	Positions and Offices with the Resulting Issuer	Director/ Officer Since	Number (and Percentage) of Resulting Issuer Shares Owned or Controlled(1)
Frank Ricciuti (80) Oakville, ON	President and owner of EFjay Consulting Ltd. (management consulting company, 2000-2020) Vice President, Corporate Development of Kobo between December 2015 and November 12, 2021	Chairman of the Board	Director (since November 23, 2021) and Chairman of the Board (since 2015) of Kobo	2,563,333 (3.33%(2)) (2.91%(4))
Patrick Gagnon (60) Stanstead, QC(3)	Private investor (February 2017- present) President of Palos Asset Management Inc. (investment firm (December 2016- November 2017) President of Corporation Gagnon Capital Inc. (holding company, 2007-preent)	Independent Director	Director of Kobo since February 2017	2,892,400 (3.76%(2)) (3.37%(4))
Jeff Hussey (60) Montreal-Ouest, QC(3)	Director of Brunswick Exploration Inc. (December 2020- present) Director of Osisko Metals Incorporated (Canadian exploration and development company, June 2017- present) President & COO of Osisko Metals Incorporated (January 2020-present) President & CEO of Osisko Metals Incorporated (June 2017-January 2020)	Independent Director	Director of Kobo since May 2021	200,000 (0.26%(2)) (0.47%(4))
Charles R. Spector (64) Westmount, QC	Partner at Dentons Canada LLP (law firm)	Director	Director of Meteorite since April 2018	82,600 (0.107%(2)) (0.09%(4))
Gilles Couture (71) Québec, Canada	Chief Financial Officer of Kobo	Chief Financial Officer	CFO of Kobo since February 2016	N/A

Notes:

(1) On a non-diluted basis

(2) Assumes completion of the Transaction and the Concurrent Financing.

(3) Certain shares of Patrick Gagnon and Jeff Hussey are held through corporation and/or registered accounts.

For particulars of the occupations of the directors and officers see “Information Concerning the Resulting Issuer – Resulting Issuer Officers, Director and Promoters – Biographical Information” below.

113 -

It is expected that following the Transaction, Messrs. Gosselin and Sarjeant will devote all of their time to the activities of the Resulting Issuer and Mr. Couture will devote approximately 50% of his time to Kobo.

All directors of the Resulting Issuer will hold office until the next annual general meeting of the Resulting Issuer unless they resign prior thereto or are removed by the shareholders of the Resulting Issuer in accordance with applicable law.

The directors and officers of the Resulting Issuer as a group will own, directly or indirectly, or exercise control or direction over, 29,238,333 Resulting Issuer Shares following the completion of the Transaction and the Concurrent Financing (representing 38.0% of all of the issued and outstanding Resulting Issuer Shares on a non-diluted basis).

Edouard Gosselin and Paul Sarjeant could be considered the promoters of the Resulting Issuer, having taken the initiative in founding Kobo and will be directly implicated in the operations of the Resulting Issuer. As at the date of this Filing Statement, the Resulting Issuer’s promoters as a group beneficially own, directly or indirectly, or exercise control or direction over an aggregate of 23,500,000 Resulting Issuer Shares, representing in the aggregate 30.55% of the issued and outstanding Resulting Issuer Shares, excluding any Options or Warrants held by such promoters.

Biographical Information

The following is a brief description of each of the proposed directors and officers of Meteorite (including details with regard to their principal occupations for the last five years).

Edouard Gosselin – Director, CEO and Corporate Secretary

Mr. Edouard Gosselin is an attorney, member of the Québec Bar Association since 1984 and throughout his career exclusively in private practice represented financial institutions, corporations and individuals before the courts mainly in commercial law, banking and bankruptcy, reorganizations and start-ups in tech and industrial sectors. Mr. Gosselin is also President of EG Industrial Solutions Ltd. since August 2011, a Québec-City based management-consulting and manufacturing company in specific industries. Mr. Gosselin was director of Wanted Technologies Inc. from 1999 to 2004, President of Gotar Technologies from 1999 to 2011 and Vice-President of Sawnode Technologies Ltd from 2011 to 2017 inclusively. Mr. Gosselin earned a Bachelor of Social Sciences, Conc. Political Science from Ottawa University (1980) and a License in Civil Law (L.L.L.) from Ottawa University (1983). Mr. Gosselin is also General Manager of Kobo C.I. since August 2016.

Paul Sarjeant, P.Geo. – Director, President and COO

Mr. Paul Sarjeant is a mining professional having been involved in mining and exploration for over 35 years. He is the President and owner of Doublewood Consulting Inc., a consulting company with a focus on geological and management consulting to the mining industry created in August of 2006. Most recently Mr. Sarjeant acted as Manager, Exploration for Largo Inc. supervising all exploration activities at the companies mine site in Brazil. Prior to that he worked for 15 years with Echo Bay Mines. Mr. Sarjeant serves as a board member to several junior mining companies and is currently President and COO of Kobo. He also serves on the board of directors of Global Energy Metals Inc (GEMC.V) and Ares Strategic Mining Inc (ARS.CN) and has held similar positions with a number of companies over the years. He is a member in

114 -

good standing with the Association of Professional Geoscientists of Ontario. He graduated in 1983 from Queen’s University, Kingston Ontario with a BSc, (Honours) in Geological Sciences.

Frank Ricciuti – Director, Chairman

Mr. Frank Ricciuti was the President of Efjay Consulting Ltd., an Oakville-based management-consulting company providing a broad range of management and financial services, including organizational structuring, board advisory assignments and corporate finance advice to companies within a broad range of industries. Mr. Ricciuti was a director of Novik Inc. from 2006 to 2014, and of Petrolympic Ltd. from 2008 to 2019. Mr. Frank Ricciuti also acted as Kobo’s Vice President, Corporate Development from December 2015 until November 12, 2021. Frank Ricciuti earned a diploma in Engineering Technology from Ryerson University, his Bachelor of Sciences degree (B.Sc.) in Mechanical Engineering from Michigan Technological University (1966) and his Masters Degree in Business Administration (MBA) in 1969 from York University.

Patrick Gagnon – Director, Independent

Mr. Patrick Gagnon is a retired executive having spent more than 25 years in the financial/brokerage industry. Nonetheless, Mr. Gagnon is an active private investor in technology, resources and consumer products industries. He obtained a bachelor’s degree in Commerce from McGill University in 1986 and joined the brokerage industry first as a research assistant, research analyst, trader and institutional sales. From 1995 to 2015 Mr. Gagnon was a partner at GMP Securities Inc. and was Managing Director and Branch Manager, Institutional Sales of the firm’s Montreal office. Mr. Gagnon was President of Palos Asset Management in Montreal from December 2016 to November 2017.

Jeff Hussey – Director, Independent

Mr. Jeff Hussey is a Professional Geologist with 36 years of professional experience in the mineral exploration, development, and mining industry. He graduated from the University of New Brunswick with a Bachelor of Science in Geology in 1985. He is currently a member of the Board of Directors of Brunswick Exploration Inc. (TSXV: BRW) and of Osisko Metals Incorporated (TSXV: OM.V) (“Osisko”), a Canadian exploration and development company creating value in the base metal space with a particular focus on zinc mineral assets. He has served as President and CEO of Osisko between June 2017 until January 2020, and is President and COO of Osisko since January 2020. Mr. Hussey has worked in both open pit and underground mine operations at various stages of mine life, from start-up to mine closure. He spent 19 years with Noranda/Falconbridge, then as a consultant for 10 years, Jeff Hussey and Associates Inc. helped junior mine development companies, by offering services in exploration, mining and geometallurgy. Customers in Québec included Champion Iron Mines and Focus Graphite, Puma Exploration in New Brunswick, and Starcore International in Mexico. For Champion Iron Mines he led a team that built a highquality iron Mineral Resource Inventory of five billion tonnes completing a feasibility study and participating in raising more than $70 million for corporate development. He is also a member of the board of directors of CIM.

Gilles Couture – CPA Auditor – CFO

Mr. Gilles Couture has acted as Kobo’s CFO since February 2016. He obtained his Accounting Licence from Laval University in 1974 and is a CPA. During his career, Mr. Couture was Audit Partner for PWC until July 2011 at the Québec City office, responsible for the mining, life sciences and information technology sectors. He has taught accounting sciences at Laval University for over 10 years as well Université du

115 -

Québec (Rimouski). Throughout his career, Mr. Couture was involved in numerous IPOs and public financings for companies operating in the mining, health sciences, information technology and manufacturing industries on the Canadian and US markets. He is a director and shareholder of two manufacturing companies and a service company.

Charles R. Spector – Director

Charles R. Spector will stay on as a director of the Resulting Issuer. Charles is a corporate finance, M&A and securities lawyer with over 30 years of experience, regularly advising public companies, and has previously acted as director of a TSX-listed company from 1996 through 2010. He is currently a partner in the Montreal office of Dentons Canada LLP. Charles holds a B.A. degree from McGill University, a law degree (L.L.B.) from Université de Sherbrooke and a Masters of Law (L.L.M.) from Columbia University in New York. He has been a member in good standing of the Barreau du Québec since 1986.

Cease Trade Orders, Bankruptcies and Penalties and Sanctions

To the knowledge of management, no director or executive officer of the Resulting Issuer is, as of the date of this Filing Statement, or was, within the 10 years before the date hereof, a director, chief executive officer or chief financial officer of any company that was the subject of a cease trade order, an order similar to a order or an order that denied the Resulting Issuer access to any exemption under securities legislation that was in period of more than 30 consecutive days, that was issued: (i) while such person was acting in that capacity; (ii) such person was acting in such capacity and which resulted from an event that occurred while that person in such capacity.

On July 30, 2021, while Mr. Paul Sarjeant was a director of Ares Strategic Mining (“ Ares ”), Ares delisted from the TSX Venture Exchange at the close of market hours on July 29, 2021, and completed its submission of all required documentation to list on the Canadian Securities Exchange (the “CSE”) with the intention of commencing trading on the July 30, 2021. However, Ares instructed the TSXV to delist in error, as it was necessary for Ares to complete an updated NI 43- 101 report on its Utah Fluorspar project, to meet the British Columbia Securities Commission (BCSC) disclosure requirements, before being able to complete its CSE application. After being informed of these requirements, the company commenced this work. Ares ceased trading pending acceptance of the new NI 43-101 report. On October 21, 2021, Ares received approval for the listing of its common shares on the CSE, under the symbol ARS at the opening of the market on October 22, 2021.

To the knowledge of management, other than disclosed below, no other director or executive officer of the Resulting Issuer, or shareholder holding a sufficient number of securities to affect materially the control of the Resulting Issuer is, as of the date of this Filing Statement, or has been, within 10 years before the date hereof, a director or executive officer of any company that, while such 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.

On September 6, 2018, both 9293-3720 Québec Inc. and Sawnode Technologies Inc., a wholly owned subsidiary of 9293-3720 Québec Inc., filed for bankruptcy, under the Bankruptcy and Insolvency Act. BDO Canada Ltd was appointed receiver for both companies. At the time of the filings, Mr. Edouard Gosselin was no longer Director of either company having resigned as Director and Officer from both companies on July 18, 2018. Mr. Gosselin was a minority shareholder of the holding company 9293-3720 Québec Inc.

116 -

To the knowledge of management, no director or executive officer of the Resulting Issuer, or shareholder holding a sufficient number of securities to affect materially the control of the Resulting Issuer has, within the 10 years before the date of this Filing Statement, 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, executive officer or shareholder.

To the knowledge of management, no director or executive officer of the Resulting Issuer, or shareholder holding a sufficient number of securities to affect materially the control of the Resulting Issuer has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

Interest of Informed Persons in Material Transactions

No informed person of the Resulting Issuer, proposed director of the Resulting Issuer, or any associate or affiliate of any informed person or proposed director, has had a material interest in any transaction since the commencement of Meteorite or Kobo's most recently completed financial year or has a material interest in any proposed transaction which has materially affected or would affect the Resulting Issuer.

An "informed person" means:

(a) a proposed director or executive officer of the Resulting Issuer;
(b) a proposed director or executive officer of a person or company that is itself an informed person or subsidiary of the Resulting Issuer;
(c) any person or company who will beneficially own, directly or indirectly, voting securities of the Resulting Issuer or who will exercise control or direction over voting securities of the Resulting Issuer or a combination of both carrying more than 10 percent of the voting rights attached to all outstanding voting securities of the Resulting Issuer other than voting securities held by the person or company as underwriter in the course of a distribution; and
(d) the Kobo, Meteorite or Resulting Issuer if either has purchased, redeemed or otherwise acquired any of its securities, so long as it holds any of its securities.

Committees

Initially, the only committees of the proposed Resulting Issuer Board will be an Audit Committee (the “ Audit Committee ”) and a Compensation, Nominating and Governance Committee (the “Governance Committee”).

Audit Committee

Pursuant to the provisions of NI 52-110, the Resulting Issuer is required to disclose certain information concerning its audit committee including the audit committee’s charter, the composition of the audit committee and its relationship with its independent auditors. Such information is set forth below.

Audit Committee Composition

117 -

Upon completion of the Transaction, the Audit Committee is expected to be comprised of Mr. Patrick Gagnon, Mr. Frank Ricciuti and Mr. Jeff Hussey. As defined by NI 52-110, other than Mr. Frank Ricciuti, each Audit Committee member is “independent” within the meaning of NI 52-110. Mr. Frank Ricciuti is not independent as a result of his prior position as Vice-President - Corporate Development of Kobo Resources Inc. Each Audit Committee member is “financially literate”, within the meaning of NI 52-110 and possesses education or experience that is relevant for the performance of their responsibilities as an Audit Committee member. See “Information Concerning the Resulting Issuer – Resulting Issuer Officers, Director and Promoters – Biographical Information” above.

Audit Committee Mandate

The mandate of the Audit Committee will be to assist the Resulting Issuer Board in fulfilling its oversight responsibilities relating to financial accounting, reporting and internal controls for the Resulting Issuer. The Audit Committee will be responsible for: conducting reviews and discussions with management and the external auditors relating to the audit and financial reporting; assessing the integrity of internal controls and financial reporting procedures; ensuring implementation of internal controls and procedures; reviewing the quarterly and annual financial statements and management’s discussion and analysis of the Resulting Issuer; selecting and monitoring the independence, performance and remuneration of the external auditors; oversight of all disclosure relating to financial information. The Audit Committee will also be responsible for reviewing and following the procedures established in the Resulting Issuer’s codes, policies and guidelines as may be established from time to time.

Kobo has adopted an audit committee charter which codifies the mandate of the audit committee, and specifically defines the relationship with, and expectations of, the external auditors, including the establishment of the independence of the external auditor and the approval of any non-audit mandates of the external auditor; the engagement, evaluation, remuneration and termination of the external auditor; its relationship with, and expectations of, the internal auditor function and its oversight of internal control; and the disclosure of financial and related information. The Audit Committee will review and reassess the adequacy of the audit committee mandate on an annual basis. The charter of the Audit Committee is attached as Appendix “F” to this Filing Statement.

Pre-Approval Policies and Procedures

All non-audit services must be pre-approved by the Audit Committee. In no event can the external auditor undertake non-audit services prohibited by legislation or by professional standards.

External Auditor Service Fees

The following table provides information about the fees billed to Kobo, for professional services rendered by BDO Canada LLP, during the financial years ended December 31, 2022 and 2021:

Audit Fees(1) Audit Related Fees(2)	2022 2021
	$76,380 $63,500 $99,512 $111,501

118 -

Tax Fees(3) All Other Fees(4) Total(5)(6)	$0 $12,720 $0 $3,180
	$175,892 $190,901

Notes:

(1) Audit fees were for professional services rendered by Kobo’s auditors for the audit of Kobo’s annual consolidated financial statements.

(2) Audit related fees were for services related to limited procedures performed by Kobo’s auditors related to interim reports as well as services provided in connection with statutory and regulatory filings as well as in connection with the review of management’s evaluation of the outstanding options.

(3) Tax fees are for tax compliance, tax advice and tax planning.

(4) All other fees for services performed by Kobo’s auditors.

(5) These fees only represent professional services rendered and do not include any out-of-pocket disbursements or fees associated with filings made on Kobo’s behalf. These additional costs are not material as compared to the total professional services fees for each year.

(6) There were no non-audit services provided by Kobo’s auditors in the financial years ended December 31, 2022 and 2021.

Exemption for Venture Issuers

Pursuant to Section 6.1 of NI 52-110, the Resulting Issuer is exempt from the requirements of Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations) of NI 52-110.

Conflicts Of Interest

Charles R. Spector, a proposed director of the Resulting Issuer, is a partner at the law firm of Dentons Canada LLP, which acts as legal counsel to Meteorite.

Additionally, certain directors, officers and promoters of the Resulting Issuer are associated with other reporting issuers or other corporations that may give rise to conflicts of interest. Please see “Information Concerning the Resulting Issuer – Other Reporting Issuers” below. In accordance with the Securities Act (Quebec), directors or officers of the Resulting Issuer who have a material interest in a material contract or a proposed material contract with the Resulting Issuer are required, subject to certain exceptions, to disclose that interest and generally abstain from voting on any resolution to approve the contract. In addition, the directors are required to act honestly and in good faith with a view to the best interests of the Resulting Issuer.

Some of the directors and officers of the Resulting Issuer have or will have either other employment or other business or time restrictions placed on them and, accordingly, these directors and officers of the Resulting Issuer will only be able to devote part of their time to the affairs of the Resulting Issuer.

Other Reporting Issuers

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

119 -

Name	Name and Jurisdiction of Reporting Issuer	Symbol and Name of Trading Market	Position	From	To
Jeff Hussey	Osisko Metals Inc.	OM (TSXV)	President &COO, Director	June 2017	Present
	Brunswick Exploration Inc.	BRW.V (TSXV)	Director	September 2020	Present
Paul Sarjeant	Global Energy Metals Corp.	GEMC (TSXV)	Director	June 2016	Present
	Ares Strategic Mining Inc.	ARS (CSE)	Director	July 2011	Present
Charles R. Spector	Cannara Biotech Inc.	LOVE (TSXV)	Corporate Secretary	January 2019	January 2021

Resulting Issuer Executive Compensation

For the purposes of this section, the Named Executive Officers are the proposed Chief Executive Officer and Chief Financial Officer of the Resulting Issuer and each of the three most highly compensated executive officers who are proposed to serve as executive officers of the Resulting Issuer for the twelve-month period following the Transaction. Based on the above criteria, the Named Executive Officers for the Resulting Issuer will be Mr. Edouard Gosselin (Chief Executive Officer), Mr. Gilles Couture (Chief Financial Officer) and Mr. Paul Sarjeant (President & Chief Operating Officer). The table below sets out their expected compensation for the twelve-month period following the Transaction:

Name and position	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
Edouard Gosselin (Chief Executive Officer and Director)	$150,000	N/A	N/A	N/A	N/A	$150,000
Gilles Couture (Chief Financial Officer)	$80,000	N/A	N/A	N/A	N/A	$80,000
Paul Sarjeant (President &Chief Operating Officer)	$150,000	N/A	N/A	N/A	N/A	$150,000

Compensation Discussion and Analysis

When determining compensation policies and individual compensation levels for the Resulting Issuer’s executive officers, a variety of factors, will be considered including: the overall financial and operating performance of the Resulting Issuer, each executive officer’s individual performance and contribution towards meeting corporate objectives; each executive officer’s level of responsibility and length of service; and industry comparables.

120 -

The Resulting Issuer’s compensation philosophy for its executive officers will follow three underlying principles: to provide compensation packages that encourage and motivate performance; to be competitive with other companies in the industry in which it operates, which are of similar size and scope of operations, so as to attract and retain talented executives; and to align the interests of its executive officers with the long-term interests of the Resulting Issuer and its shareholders through stock related programs.

Compensation for the NEOs of the Resulting Issuer will be determined following closing of the Transaction and will be in line with similar development-stage companies.

Pension Plan Benefits

The Resulting Issuer does not intend to implement any deferred compensation plan or pension plan that provides for payments or benefits at, following or in connection with retirement.

Management Contracts

Upon completion of the Transaction, the consulting agreements of Edouard Gosselin, Paul Sarjeant and Gilles Couture will remain as consulting agreements, and the Resulting Issuer will assume Kobo’s obligations thereunder. Each of these consulting agreements include non-competition and non-solicitation covenants. See “Information Concerning Kobo – Executive Compensation – Management Contracts” above.

Compensation of Directors

Following completion of the Transaction, it is anticipated that the Resulting Issuer will pay compensation to its directors in the form of annual fees for attending meetings of the Resulting Issuer Board. Directors may receive additional compensation for acting as chairs of committees of the Resulting Issuer Board. Directors will also be entitled to receive stock options in accordance with the terms of the Resulting Issuer Option Plan and the TSXV requirements and will be reimbursed for any out-of-pocket travel expenses incurred in order to attend meetings of the Resulting Issuer Board, committees of the Resulting Issuer Board or meetings of the shareholders of the Resulting Issuer. It is also anticipated that the Resulting Issuer will obtain customary insurance for the benefit of its directors and enter into indemnification agreements with its directors pursuant to which the Resulting Issuer will agree to indemnify its directors to the extent permitted by law.

Indebtedness of the Resulting Issuer’s Directors and Officers

As of the completion of the Transaction, no proposed director, executive officer or senior officer of the Resulting Issuer or any Associate thereof, will be indebted to the Resulting Issuer or any of its subsidiaries, or has been at any time during the preceding financial year.

No director, executive officer or other senior officer of Meteorite or Kobo or person who acted in such capacity in the last financial year of Meteorite or Kobo or proposed director or officer of the Resulting Issuer, or any Associate of any such director or officer is, or has been, at any time since the incorporation of Meteorite or Kobo Media, indebted to Meteorite or Kobo nor is, or at any time since the incorporation of Meteorite or Kobo has, any indebtedness of any such person been the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by Meteorite or Kobo.

Investor Relations Arrangements

121 -

The Resulting Issuer has not entered into any written or oral agreement or understanding with any person to provide any promotional or investor relations services for the Resulting Issuer and no such arrangements are contemplated for the Resulting Issuer.

Options to Purchase Securities

Options to Purchase Meteorite Shares

In connection with the completion of the Transaction, the Resulting Issuer intends to adopt the existing Kobo Option Plan, which is in compliance with the TSXV requirements for security-based compensation arrangements (the “Resulting Issuer Option Plan”).

The 113,040 Meteorite Options currently outstanding under the Meteorite Option Plan and the 3,400,000 Kobo Options currently outstanding will remain outstanding, without amendment to their terms, and continue under the Resulting Issuer Option Plan. Further to the Concurrent Financing, the Resulting Issuer will be able to issue approximately up to an additional 3,795,153 stock options on a fully diluted basis (representing approximately 9.5% of the Resulting Issuer Shares anticipated to be issued and outstanding as of the Effective Date less the 3,513,040 Meteorite Options and Kobo Options already granted).

Under the Resulting Issuer Option Plan, any senior officer, director, employee, management company employee, consultant, or investor relations person of Meteorite or its subsidiaries (each as described in the Meteorite Option Plan and each, an “Eligible Person”) is eligible to receive options under the Resulting Issuer Option Plan.

The Resulting Issuer Option Plan provides that the maximum number of Meteorite Shares which may be available for issuance under the Resulting Issuer Option Plan will not exceed 9.5% of the total number of Resulting Issuer Shares issued and outstanding from time to time.

The maximum number of Resulting Issuer Shares which may be reserved for issuance under options granted to Insiders (as defined in the TSXV Manual) (as a group) under the Resulting Issuer Option Plan, together with any other of Meteorite’s previously established and outstanding stock option plans or grants, shall be 9.5% of the Resulting Issuer Shares issued and outstanding at the time of the grant (on a nondiluted basis). The maximum number of options which may be granted to Insiders (as a group) under the Resulting Issuer Option Plan, together with any other of Meteorite’s previously established and outstanding stock option plans or grants, within any 12-month period shall be 10% of the issued Resulting Issuer Shares, calculated on the date an option is granted to any Insider (on a non-diluted basis).

The maximum number of options which may be granted to any one consultant under the Resulting Issuer Option Plan, together with any other of Meteorite’s previously established and outstanding stock option plans or grants, within any 12-month period, must not exceed 2% of the issued and outstanding Resulting Issuer Shares, calculated at the date an option is granted to such consultant (on a non-diluted basis). The maximum number of options which may be granted to all investor relations person under the Resulting Issuer Option Plan, together with any other of Meteorite’s previously established and outstanding stock option plans or grants, within any 12-month period, must not exceed, in the aggregate, 2% of the issued and outstanding Resulting Issuer Shares, calculated on the date an option granted to any such investor relations person (on a non-diluted basis).

The exercise price of options issued may not be less than the “Discounted Market Price” (as set out in the Resulting Issuer Option Plan) of the Resulting Issuer Shares at the time the option is granted, subject to

122 -

the minimum exercise price allowable by the stock exchange on which the Resulting Issuer’s securities are listed. Subject to the provisions of the Resulting Issuer Option Plan and the particular option, an option may be exercised, in whole or in part, by delivering a written notice of exercise to the Resulting Issuer along with payment in cash or certified cheque for the full amount of the purchase price of the Resulting Issuer Shares then being purchased.

The period within which options may be exercised and the number of options which may be exercised in any such period are determined by the Resulting Issuer Board at the time of granting the options provided, however, that the maximum term of any options awarded under the Resulting Issuer Option Plan is 10 years.

All options granted pursuant to the Resulting Issuer Option Plan will be subject to such vesting requirements as may be prescribed by the stock exchange on which the Resulting Issuer’s securities are listed, if applicable, or as may be imposed by the Resulting Issuer Board. All options granted to investor relations persons must vest in stages over not less than 12 months with no more than one-quarter of the options vesting in any three-month period.

An optionee who ceases to be an Eligible Person under the Resulting Issuer Option Plan for any reason, other than as a result of having been dismissed for cause or as a result of the optionee’s death, may exercise any vested and unexpired options held by such optionee for a period of ninety (90) days from the date of cessation (or until the normal expiry date of the option rights of such optionee, if earlier). The expiry date of Options granted to an optionee who is engaged in investor relations activities shall be the date on which the optionee ceases to be employed by the Resulting Issuer to provide investor relations activities. In the event of a death of the optionee, the optionee’s representative may exercise any vested and unexpired options held by the optionee for a period of twelve (12) months from the optionee’s death (unless such period is extended by the Resulting Issuer Board). Any extension of the exercise period by the Resulting Issuer Board is subject to the approval of the stock exchange on which Resulting Issuer’s securities are listed.

If an optionee ceases to be an Eligible Person as a result of having been dismissed for cause, all unexercised options of that optionee under the Resulting Issuer Option Plan shall immediately terminate and shall lapse on the date on which the Resulting Issuer gives notice to the optionee of the termination of the optionee’s employment.

Options granted under the Resulting Issuer Option Plan will be non-assignable and non-transferable by an optionee other than pursuant to a will or by the laws of descent and distribution, and such option shall be exercisable, during an optionee’s lifetime, only by the optionee.

The Resulting Issuer Option Plan contains provisions for the treatment of options in relation to capital changes and with regard to a reorganization, stock split, stock dividend, combination of shares merger, consolidation, rights offering or any other change in the corporate structure or shares of the Resulting Issuer. The aggregate number and kind of shares available under the Resulting Issuer Option Plan shall be appropriately adjusted in the event of a reorganization, recapitalization, stock split, stock dividend, combination of shares, merger, consolidation, rights offering or any other change in the corporate structure or shares of the Resulting Issuer.

The Resulting Issuer Board may, at its sole discretion, decide that Options granted under the Resulting Issuer Option Plan be vested and exercisable over a period of 90 days upon the occurrence of one of the following events:

123 -
the termination of employment of an Eligible Person without Cause;
the approval or recommendation by the Resulting Issuer Board of a transfer of or an acquisition of at least 50% of the voting shares of the Resulting Issuer resulting in a change of control; an
the approval by the Resulting Issuer Board of the sale of all or substantially all of the assets of the Resulting Issuer.

The Resulting Issuer Board may at any time amend or terminate the Resulting Issuer Option Plan, but where amended, such amendment is subject to regulatory or shareholder approval.

The following table shows the particulars of Options expected to be outstanding upon completion of the Transaction:

Class of holders of Shareholder Options (number of holders in class)	Number of Common Shares under Option	Exercise Price	Grant Date	Expiry Date
Current and former executive officers of Kobo, as a group (2) Current and former non- executive directors of Kobo, as a group (6) All other employees and past employees of Kobo, as a group (Nil) All consultants of Kobo, as a group (4)	200,000 (E. Gosselin) 150,000 (E. Gosselin) (1) 100,000 (P. Sarjeant) 100,000 (E. Gosselin) 200,000 (E. Gosselin) 100,000 (P. Sarjeant) 200,000 (P. Sarjeant) 100,000 (P. Gagnon) 100,000 (P. Gagnon) 100,000 (J. Côté) 100,000 (F. Ricciuti) 100,000 (P. Gagnon) 250,000 (P. Boivin) 250,000 (J. Hussey) 100,000 (J. Cote) 100,000 (F. Ricciuti) 0 250,000 (S. Baron) 250,000 (R. M’Gbra) 100,000 (R. M’Gbra) 200,000 (S. Baron) 25,000 (R. M’Gbra) 50,000 (S. Kouassi) 25,000 (S. Baron) 250,000 (C. Picken)	$0.20 $0.20 $0.20 $0.20 $0.20 $0.20 $0.20 $0.15 $0.20 $0.20 $0.20 $0.20 $0.20 $0.20 $0.20 $0.20 N/A $0.15 $0.15 $0.20 $0.20 $0.20 $0.20 $0.20 $0.20	02/01/2020 02/01/2020 02/01/2020 01/05/2021 01/05/2021(2) 01/05/2021 01/05/2021(2) 02/01/2017 02/01/2020 02/01/2020 02/01/2020 01/05/2021 01/11/2021 01/11/2021 01/05/2021 01/05/2021 N/A 12/18/2017 12/18/2017 02/01/2020 02/01/2020 01/05/2021 01/05/2021 01/05/2021 03/01/2023	01/31/2027 01/31/2028 01/31/2027 01/04/2028 10/31/2027 01/04/2028 10/31/2027 01/31/2024 01/31/2027 01/31/2027 01/31/2027 01/04/2028 01/10/2028 01/10/2028 01/04/2028 01/04/2028 N/A 12/17/2024 12/17/2024 01/31/2027 01/31/2027 01/04/2028 01/04/2028 01/04/2028 02/28/2030

124 -

Class of holders of Shareholder Options (number of holders in class)	Number of Common Shares under Option	Exercise Price	Grant Date	Expiry Date
Meteorite Directors, as a group (4)	28,260 (Charles Spector) 28,260 (Ivan Spector) 28,260 (Lennie Ryer) 28,260 (Richard Yanofsky)	$0.75 $0,75 $0.75 $0,75	9/15/2018 9/15/2018 9/15/2018 9/15/2018	9/27/2023 9/27/2023 9/27/2023 9/27/2023

Notes:

(2) Options initially granted on a conditional basis. Such conditions were satisfied on November 1,2022, the options at such date becoming fully-vested thus having an expiry date of October 31, 2027.

The following is a description of the expected Resulting Issuer Options outstanding upon completion of the Transaction, by category of option holder.

Category of Option Holder	Shares Under Option
All proposed officers of the Resulting Issuer as a group(1)	1,050,000
All proposed directors of the Resulting Issuer as a group who are not also officers(2)	778,260
All other employees of the Resulting Issuer as a group	0
All consultants of the Resulting Issuer as a group	1,150,000
Former officers and directors of Kobo not already considered above	450,000
Former officers and directors of Meteorite not already considered above	84,780

Notes:

(1) Proposed officers in total being Edouard Gosselin, Gilles Couture and Paul Sarjeant. (2) Proposed directors who are not also officers in total being Patrick Gagnon, Jeff Hussey, Frank Ricciuti and Charles R. Spector.

Following completion of the Transaction, the Resulting Issuer intends to issue options to new directors and officers in such amounts as may be determined by the Resulting Issuer Board. Such options will be issued at the market price pursuant to the Resulting Issuer Option Plan and the rules of the TSXV.

Escrowed Securities

Pursuant to the policies of the TSXV, Resulting Issuer Shares (“ Escrow Shares ”) received by certain shareholders who: (i) are “Principals” of the Resulting Issuer; (ii) will hold Resulting Issuer Shares considered to be "value escrow securities" by the policies of the TSXV; or (iii) are other parties, identified by the TSXV, will be subject to escrow conditions prescribed by the TSXV pursuant to the terms of an agreement to be entered into among the Resulting Issuer, the holders of Escrow Shares and TSX Trust Company, as escrow agent (the “ QT Escrow Agreement ”)

		Prior to Giving Effect to the	Prior to Giving Effect to the	After Giving Effect to the Transaction	After Giving Effect to the Transaction
		Transaction
Name and Municipality of Residence of Securityholder	Designation of Class	Number of		Number of Securities held in Escrow	Percentage of Class(3)
			Percentage of
		Securities held in
			Class
		Escrow

Charles R. Spector, Westmount, Quebec	Common Shares Options	413,000(1) 141,300	N/A	82,600 (1) 28,260	0.107%(4)
Ivan. Spector, Westmount, Quebec	Common Shares Options	413,000(1) 141,300	N/A	82,600 (1) 28,260	0.107%(4)
Lennie Ryer,	Common Shares	413,000(1)	N/A	82,600 (1)	0.107%(4)

125 -

Hampstead, Quebec	Options	141,300		28,260
Richard Yanofsky, Hampstead, Quebec	Common Shares Options	413,000(1) 141,300	N/A	82,600 (1) 28,260	0.107%(4)
Mitch Greenspoon Hampstead, Quebec	Common Shares	413,000(1)	N/A	82,600 (1)	0.107%(4)
Edouard Gosselin, Quebec, QC	Common Shares	Nil	N/A	15,500,000(2)	20.15%(4)
Paul Sarjeant, Burlington, ON	Common Shares	Nil	N/A	8,000,000(2)	10.4%(4)
Frank Ricciuti, Oakville, ON	Common Shares	Nil	N/A	2,563,000(2)	3.33%(4)
Patrick Gagnon, Stanstead, QC	Common Shares	Nil	N/A	1,400,000 (2)	3.76%(4)
Jean Coté, Québec, QC	Common Shares	Nil	N/A	6,520,073 (2)	8.46%(4)
Fiducie Corporative Cabrera Desbiens, Quebec, QC	Common Shares	Nil	N/A	1,750,000 (2)	2.27%(4)
9346-3552 Québec Inc., Quebec, QC	Common Shares	Nil	N/A	1,500,000 (2)	1.95%(4)
Gestion Altura Inc., Joliette, QC	Common Shares	Nil	N/A	750,000 (2)	0.975%(4)

Notes:

(1) Held in escrow pursuant to the Meteorite Escrow Agreement. 25% of the escrowed Resulting Issuer Shares will be released from escrow on the issuance of the Final Exchange Bulletin (the “ Initial Release ”) and an additional 25% will be released on the dates that are 6 months, 12 months and 18 months following the Initial Release.

(2) To be held in escrow pursuant to the QT Escrow Agreement, whereby 10% of the escrowed Resulting Issuer Shares will be released from escrow at Closing (the “ QT Initial Release ”) and an additional 15% will be released on the dates that are 6 months, 12 months, 18 months, 24 months, 30 months and 36 months following the QT Initial Release.

(3) On a non-diluted basis.

(4) Assumes the completion of the Transaction and Concurrent Financing.

The following securities will be subject to Seed Share Resale Restrictions pursuant to Exchange Policy 5.4:

ISSUE DATE	SHAREHOLDER	NUMBER OF	ISSUE PRICE	RESALE RESTRICTION
	(GROUP OF
		SECURITIES
	SHAREHOLDERS)
12/14/2015 - 3/22/2019	3 holders of nominal shares(1)	9,833,333	Nominal	Tier 2 Value Escrow Agreement

(1) Including 1,750,000 shares to Fiducie Corporative Cabrera Desbiens (Itala Cabrera), 750,000 to Gestion Altura Inc., 1,500,000 shares to 9346-3552 Québec Inc. (Stéphane Harvey) and 5,833,333 to Jean Côté.

Auditors, Transfer Agent and Registrar

Upon completion of the Transaction, the transfer agent and registrar for the Resulting Issuer Shares will be TSX Trust Company and the auditors are expected to be BDO Canada LLP.

Material Contracts

Other than the material contracts of Meteorite, which will continue in force post-Closing, the Resulting Issuer will not be a party to any material agreements other than in the ordinary course of business.

126 -

PART VI – RISK FACTORS

An investment in the securities of Kobo or the Resulting Issuer is highly speculative, involves a high degree of risk and should be undertaken only by Persons whose financial resources are sufficient to enable them to assume such risks and who have no need for immediate liquidity in their investment. Prior to investing in such securities, you should carefully consider the risks described below, together with other information included in or incorporated by reference into this Filing Statement and filed on SEDAR at www.sedar.com. If any of the following risks materialize, the business, financial condition, results of operation and future prospects of Kobo and the Resulting Issuer will likely be materially and adversely affected. This could cause actual future events to differ materially from those described in forward-looking statements and may cause the trading price of the Resulting Issuer’s securities to decline.

The risks presented below should not be considered exhaustive and may not be all the risks the Resulting Issuer may face. Management of Kobo believes that factors set out below could cause actual results to be different from expected and historical results. Other sections of this Filing Statement include additional factors that could have an effect on the business and financial performance of the Resulting Issuer’s business following the completion of the Transaction. New risks may emerge from time to time and management may not be able to predict all of them, or be able to predict how they may cause actual results to be different from those contained in any forward-looking statements. You should not rely upon forwardlooking statements as a prediction of future results.

References below to “Kobo” will, as the context permits or requires, be read to include the “Resulting Issuer” upon the completion of the Transaction. Furthermore, references below to the “Resulting Issuer” refer to the Resulting Issuer and all of its subsidiaries, as applicable.

Risks Related to the Transaction

Completion of the Transaction and Exchange Approval

The completion of the Transaction is subject to several conditions precedent. There can be no assurance that the Transaction will be completed on the terms set out in the Amalgamation Agreement, as negotiated, or at all. In the event that any of the conditions precedent are not satisfied or waived, the Transaction may not be completed. In addition, there is no guarantee that the Resulting Issuer will be able to satisfy the requirements of the Exchange such that it will issue the Final Exchange Bulletin. See “Part II – Information Concerning the Transaction – The Amalgamation Agreement and the Transaction – Conditions of the Transaction”. There is no certainty that these conditions will be satisfied on a timely basis or at all.

If the Transaction is not completed, Kobo and Meteorite will each remain liable for significant consulting, accounting, legal and other costs relating to the Transaction and will not realize anticipated benefits of the Transaction.

Termination of the Amalgamation Agreement in Certain Circumstances

Each of Kobo and Meteorite has the right to terminate the Amalgamation Agreement in certain circumstances. Accordingly, there is no certainty, nor can the parties provide any assurances that the Amalgamation Agreement will not be terminated by any of Kobo and Meteorite before the completion of the Transaction. Certain costs related to the Transaction, such as legal and accounting fees, must be paid by Kobo and Meteorite irrespective of whether the Transaction is completed. See “Part II – Information Concerning the Transaction – The Amalgamation Agreement and the Transaction – Termination Rights”.

127 -

The Transaction Will Have a Dilutive Effect on the Ownership Interest of Meteorite Shareholders

The issuance of Resulting Issuer Shares pursuant to the Transaction if it is completed will have a very significant dilutive effect on the ownership interest of the current Meteorite Shareholders.

The Transaction May Divert the Attention of Management of Kobo

The Transaction could cause the attention of management of Kobo to be diverted from their day-to-day operations. These disruptions could be exacerbated by a delay in completion of the Transaction and could have an adverse effect on the business, operating results or prospects of Kobo regardless of whether the Transaction is ultimately completed, or of the Resulting Issuer if the Transaction is completed.

Tax Consequences

The transactions described herein may have tax consequences in Canada, or elsewhere, depending on each particular existing or prospective shareholder’s specific circumstances. Such tax consequences are not described herein and this Filing Statement is not intended to be, nor should it be construed to be, legal or tax advice to any particular shareholder. Existing and prospective shareholders should consult their own tax advisors with respect to any such tax considerations.

Kobo May Not Realize Anticipated Benefits of the Transaction

The Transaction is proposed to strengthen the position of Kobo in the mining and exploration industry and to create the opportunity to realize certain benefits. Achieving the benefits of the Transaction depends in part on the ability of Kobo to effectively capitalize on its scale, to realize the anticipated capital and operating synergies, to profitably sequence the growth prospects of its asset base and to maximize the potential of its improved growth opportunities and capital funding opportunities. A variety of factors, including those risk factors set forth in this Filing Statement may adversely affect the ability of Kobo to achieve the anticipated benefits of the Transaction.

Pro Forma Financial Statements

The pro forma financial statements attached to this Filing Statement and information derived therefrom contained in this Filing Statement are presented for illustrative purposes only and may not be an indication of Kobo’ financial condition following the Transaction for several reasons. For example, such pro forma financial statements have been derived from the historical financial statements of Kobo and Meteorite and certain assumptions have been made. The information upon which these assumptions have been made is historical, preliminary and subject to change. Moreover, the pro forma financial statements do not reflect all costs that are expected to be incurred by Kobo and Meteorite in connection with the Transaction. In addition, the assumptions used in preparing the pro forma financial statements may not prove to be accurate.

Risk Factors Relating to the Resulting Issuer Shares

Market Price and Listing of Resulting Issuer Shares

The Resulting Issuer is seeking to have the Resulting Issuer Shares listed and posted for trading on the Exchange. The listing of the Resulting Issuer Shares will be subject to the satisfaction of all of the Exchange’s initial listing requirements. If the Resulting Issuer receives final approval for listing the Resulting Issuer Shares on the Exchange, there is no assurance that it will maintain such listing on the Exchange or a listing on any other exchange or quotation service. There can be no assurance that an active trading

128 -

market will develop or be sustained for the Resulting Issuer Shares. Shareholders may not be able to resell the Resulting Issuer Shares, which may affect the pricing of the Resulting Issuer Shares in the secondary market, the transparency and availability of trading prices and the liquidity of the Resulting Issuer Shares. If an active or liquid market for the Resulting Issuer Shares fails to develop or be sustained, the price at which the Resulting Issuer Shares trade may be adversely affected. An investment in Kobo’ securities is highly speculative, due to the high-risk nature of its business, lack of diversification and the present stage of its development. Shareholders of the Resulting Issuer may lose their entire investment.

If the Resulting Issuer Shares are publicly traded, the market price of the Resulting Issuer Shares may be affected by many variables not directly related to the corporate performance of Kobo, including the market in which it is traded, the strength of the economy generally, the availability and attractiveness of alternative investments and the breadth of the public market for its shares. The effect of these and other factors on the market price of the Resulting Issuer Shares in the future cannot be predicted. The lack of an active public market could have a material adverse effect on the price of the Resulting Issuer Shares.

The Market Price of Resulting Issuer Shares May Be Volatile

The market price of Resulting Issuer Shares could be subject to significant fluctuations following completion of the Transaction. In addition, securities markets worldwide have experienced, and are likely to continue to experience, significant price and volume fluctuations. This market volatility, as well as general economic, market or political conditions and the risk factors described in this Filing Statement could subject the market price of Resulting Issuer Shares to wide price fluctuations regardless of the Resulting Issuer’s operating performance. There can be no assurance that continual fluctuations in price will not occur.

The Resulting Issuer May Issue Additional Equity Securities

Following completion of the Transaction, the Resulting Issuer may issue equity securities and or securities convertible into equity securities to finance its activities, including in order to finance acquisitions. If the Resulting Issuer were to issue additional equity securities the ownership interest of existing shareholders may be diluted and some or all of the Resulting Issuer’s financial measures on a per share basis could be reduced.

Value Assigned to Kobo May Be Incorrect

The valuation placed on Kobo for the purposes of the Transaction has been determined by negotiation among Kobo and Meteorite. There can be no assurance that the number of Resulting Issuer Shares will not, in the fullness of time, prove to be excessive. If the market determines that the number of Resulting Issuer Shares is excessive, the market price of the Resulting Issuer Shares will be adversely affected.

No Assurance of Payment of Dividends

The declaration, timing, amount and payment of dividends are at the discretion of the board of directors of the Resulting Issuer and will depend upon the Resulting Issuer’s future earnings, cash flows, acquisition capital requirements and financial condition, and other relevant factors. There can be no assurance that the Resulting Issuer will declare a dividend on a quarterly, annual or other basis.

Risks Related to Resulting Issuer’s Business

Limited Operating History

129 -

Kobo was incorporated on December 15, 2015. Kobo does not have any history of earnings or profitability. The likelihood of success of the Resulting Issuer must be considered in light of the problems, expenses, difficulties, complication and delays frequently encountered in connection with the establishment of any business particularly in the junior mineral exploration sector. The Resulting Issuer will have limited financial resources and there is no assurance that additional funding will be available to it for further operations or to fulfill its obligations under applicable agreements. There is no assurance that the Resulting Issuer will be able to generate revenues, operate profitably, or provide a return on investment, or that it will successfully implement its plans.

Exploration and Development Risk

Mining operations generally involve a high degree of risk. The Resulting Issuer’s operations will be subject to all the hazards and risks normally encountered in the exploration, development and production of mineral properties, including unusual and unexpected geologic formations, seismic activity, explosions, rock bursts, cave-ins, flooding, pit wall failure and other conditions involved in drilling and removal of material, any of which could result in damage to, or destruction of, mines and other producing facilities, damage to life or property, environmental damage, delays in mining, monetary losses and possible legal liability.

The exploration for and development of mineral deposits involves significant risks that even a combination of careful evaluation, experience and knowledge may not eliminate. While the discovery of an ore body may result in substantial rewards, few properties that are explored are ultimately developed into producing mines and no assurance can be given that minerals will be discovered in sufficient quantities or having sufficient grade to justify commercial operations or that funds required for development can be obtained on a timely basis. Mineral exploration involves many risks and uncertainties, and success in exploration is dependent on a number of factors, including the quality of management, quality and availability of geological expertise and the availability of exploration capital. Substantial expenditures are required to establish mineral resources and mineral reserves, complete drilling and to develop processes to extract the minerals, develop mining and processing facilities and suitable infrastructure at any site chosen for mining, and establish commercial operations. Also, substantial expenses may be incurred on exploration projects which are subsequently abandoned due to poor exploration results or the inability to define reserves which can be mined economically. Even if an exploration program is successful and economically recoverable minerals are found, it can take a number of years from the initial phases of drilling and identification of the mineralization until production is possible, during which time the economic feasibility of extraction may change and the minerals that were economically recoverable at the time of discovery cease to be economically recoverable. There can be no assurance that the minerals recovered in small scale tests will be duplicated in large scale tests under on-site conditions or in production scale operations.

The commercial viability of the gold projects and other properties in which the Resulting Issuer has or may acquire an interest in the future depends upon on a number of factors, all of which are beyond the control of the Resulting Issuer, including, but not limited to: the particular attributes of the deposit, such as size, grade and proximity to infrastructure; gold prices, which are highly cyclical; general and local labour market conditions; the proximity and capacity of milling facilities; local, provincial, federal and international government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection; ongoing costs of production; and availability and cost of additional funding. The exact effect of these factors, either alone or in combination, cannot be accurately predicted and their impact may result in the Resulting Issuer not being able to economically extract minerals from any identified mineral resource or mineral reserve which, in turn, could have a material and adverse impact on the Resulting Issuer’s cash flows, earnings, results of operations and financial condition and prospects. The Resulting Issuer cannot provide any certainty that the exploration

130 -

or development programs planned by the Resulting Issuer will result in a profitable commercial mining operation in respect of the gold projects or other properties in which the Resulting Issuer may acquire an interest in the future.

Negative Cash Flow

Kobo has a limited history of operations, and no history of earnings, cash flow or profitability; it has had negative operating cash flow since its date of incorporation, and will continue to have negative operating cash flow for the foreseeable future. The Kossou Property is at the initial exploration stage only. The Resulting Issuer will have no source of operating cash flow and no assurance that additional funding will be available for further exploration and development of the property when required. No assurance can be given that the Resulting Issuer will ever attain positive cash flow or profitability.

Dependence on the Kossou Property

Presently, the Kossou Property will account for all of the Resulting Issuer’s future revenue. Any adverse development affecting the progress of the Kossou Property such as, but not limited to, obtaining development financing on commercially suitable terms, hiring suitable personnel and mining contractors, or securing supply agreements on commercially suitable terms, may have a material adverse effect on the Resulting Issuer’s financial performance and results of operations. Ongoing activity at the Kossou Property will be undertaken without established Mineral Resources or Mineral Reserves and the economic viability of the operations on either project have not been established.

Uncertainty of Resource Estimates

No assurance can be given that any tonnages and grades will be achieved or that any level of recovery will be realized. The grade of mineralization recovered may differ materially and adversely from the estimated average grades in any current or future resource estimates. Future production could differ dramatically from resource estimates for, among others, the following reasons:

mineralization or formations could be different from those predicted by drilling, sampling and similar examinations;
increases in operating mining costs and processing costs could adversely affect Mineral Resources;
the grade of the Mineral Resources may vary significantly from time to time and there is no assurance that any particular grade may be recovered from the Mineral Resources; and
declines in the market price of minerals may render the mining of some or all the Mineral Resources uneconomic.

Any of these factors may require the Resulting Issuer to reduce its Mineral Resource estimates or increase its cost estimates. Short-term factors, such as the need for the additional development of a deposit or the processing of new different grades, may impair the Resulting Issuer’s profitability. Should the market price of minerals fall, the Resulting Issuer could be required to materially write down its investment in mining properties or delay or discontinue production or the development of new projects.

Commodity Prices

131 -

The profitability of the Resulting Issuer’s operations will be dependent upon the market price of gold and other mineral commodities. Mineral prices fluctuate widely and are affected by numerous factors beyond the control of the Resulting Issuer. These factors include interest rates, the rate of inflation or deflation, global and regional supply and demand, consumption patterns, forward sales by producers, currency exchange fluctuations, speculative activities and increased production due to improved mining and production methods. Such external economic factors are in turn influenced by changes in international investment patterns, monetary systems and political and economic developments in major gold-producing countries throughout the world. The prices of mineral commodities have fluctuated widely in recent years. Current and future price declines could cause commercial production to be impracticable.

The Resulting Issuer’s future revenues and earnings also could be affected by the prices of other commodities such as fuel and other consumable items, although to a lesser extent than by the price of gold. The prices of these commodities are affected by numerous factors beyond the Resulting Issuer’s control.

Mining Operations May Not Be Established or Profitable

The future development of the Kossou Property will require additional financing, permits, design, construction, processing plant, and related infrastructure. As a result, Kobo will be subject to all of the risks associated with establishing mining operations and business enterprises, including: (a) the timing and cost, which will be considerable, of obtaining all necessary permits including environmental, construction, and operating permits; (b) the timing and cost, which will be considerable, of the construction of mining and processing facilities; (c) the availability and costs of skilled labour, power, water, transportation, and mining equipment; (d) the availability and cost of appropriate smelting and/or refining arrangements; (e) the need to obtain necessary environmental and other governmental approvals and permits, and the timing of those approvals and permits; and (f) the availability of funds to finance construction and development activities.

It is common in new mining operations to experience unexpected problems and delays during permitting, construction, and development. In addition, delays in the commencement of mineral production often occur, and once commenced, the production of a mine may not meet expectations or the estimates set forth in feasibility or other studies. Accordingly, there are no assurances that Kobo will successfully establish mining operations or become profitable.

The Resulting Issuer May Not Use the Available Funds as Described in this Filing Statement

The Resulting Issuer currently intends to use its available funds as set out in this Filing Statement. However, the Resulting Issuer Board and/or management will have discretion in the actual application of the available funds and may elect to allocate them differently from that described in the Filing Statement if they believe it would be in the Resulting Issuer’s best interests to do so. Shareholders may not agree with the manner in which the Resulting Issuer Board and/or management chooses to allocate and spend the net proceeds. The failure by the Resulting Issuer Board and/or management to apply these funds effectively could have a material adverse effect on the Resulting Issuer’s profitability, results of operations and financial condition and the trading price of its securities.

Ability to Exploit Future Discoveries

It may not always be possible for the Resulting Issuer to participate in the exploitation of successful discoveries. Such exploitation may involve the need to obtain licenses or clearance from the relevant authorities, which may not be available on a timely basis or may require conditions to be satisfied and/or the exercise of discretion by such authorities. It may or may not be possible for such conditions to be

132 -

satisfied, and such conditions may prove uneconomic or not practical. Furthermore, the decision to proceed to further exploitation may require the participation of other companies whose interest and objectives may not be consistent with those of the Resulting Issuer. Such further exploitation may also require the Resulting Issuer to meet or commit to financial obligations which it may not have anticipated or may not be able to commit to due to a lack of funds or an inability to raise funds.

Financing Risks

Kobo expects to be substantially dependent upon the equity and debt capital markets or alternative sources of funding to pursue additional investments. There can be no assurance that such financing will be available to Kobo on acceptable terms or at all.

From time to time, the Resulting Issuer may rely on debt financing for a portion of its business activities, including capital and operating expenditures. There are no assurances that the Resulting Issuer will be able to comply at all times with any covenants under its debt arrangements, if applicable; nor are there assurances that the Resulting Issuer will be able to secure new financing that may be necessary to finance its operations and capital growth program. Any failure of the Resulting Issuer to secure financing or refinancing, to obtain new financing or to comply with applicable covenants under its borrowings could have a material adverse effect on the Resulting Issuer’s financial results. Further, any inability of the Resulting Issuer to obtain new financing may limit its ability to support future growth.

Additional equity or debt financings may significantly dilute positions held by shareholders of Kobo, increase Kobo’ leverage or require Kobo to grant security over its assets. If Kobo is unable to obtain such financing, it may not be able to develop the Kossou Property or execute on its business strategy. If Kobo is unable to obtain financing for business activities, it may determine to allocate income, if any, from other investments to finance business activities.

Operations and Exploration Subject to Governmental Regulations

Kobo’ operations and exploration and development activities are subject to extensive laws and regulations governing various matters, including: (a) environmental protection; (b) management and use of toxic substances and explosives; (c) management of natural resources; (d) management of tailings and other wastes; (e) mine construction; (f) exploration, development of mines, production and post-closure reclamation; (g) exports; (h) price controls; (i) taxation and mining royalties; (j) regulations concerning business dealings with indigenous groups; (k) labour standards and occupational health and safety, including mine safety; and (l) historic and cultural preservation. Failure to comply with applicable laws and regulations may result in civil or criminal fines or penalties or enforcement actions, including orders issued by regulatory or judicial authorities, enjoining or curtailing operations, or requiring corrective measures, installation of additional equipment, or remedial actions, any of which could result in Kobo incurring significant expenditures. Kobo may also be required to compensate private parties suffering loss or damage by reason of a breach of such laws, regulations, or permitting requirements. It is also possible that future laws and regulations, or a more stringent enforcement of current laws and regulations by governmental authorities, could cause additional expenses, capital expenditures, restrictions on or suspensions of Kobo’ operations, if any, and delays in the development of the Kossou Property.

Operation and Exploration Activities are Subject to Environmental and Endangered Species Laws and Regulations

133 -

All phases of the mining business present environmental risks and hazards and are subject to environmental regulation pursuant to a variety of government laws and regulations, including laws and regulations relating to the protection of endangered and threatened species. Compliance with such laws and regulations can require significant expenditures and a breach may result in the imposition of fines and penalties, which may be material. In addition, such laws and regulations can constrain or prohibit the exploration and development of new projects or the development or expansion of existing projects. Environmental legislation is evolving in a manner expected to result in stricter standards and enforcement, increases in land use restrictions, larger fines and liability and potentially increased capital expenditures and operating costs. Any breach of environmental legislation by owners or operators of the property underlying the Resulting Issuer’s asset portfolio could have a material impact on the viability of the Kossou Property and impair the revenue derived from the owned property or applicable interest, which could have a material adverse effect on the Resulting Issuer’s operations, financial condition and the trading price of its securities.

Mineral Properties May Be Subject to Rights of Indigenous Peoples

Various international, national, state and provincial laws, codes, resolutions, conventions, guidelines, treaties and other principles and considerations relate to the rights of indigenous peoples. The Resulting Issuer will hold, exploration interests in respect of operations located in some areas presently or previously inhabited or used by indigenous peoples. Many of these impose obligations on government to respect the rights of indigenous peoples. Some mandate consultation with indigenous peoples regarding actions which may affect indigenous peoples, including actions to approve or grant mining rights or permits. The obligations of government and private parties under the various international and national requirements, principles and considerations pertaining to indigenous peoples continue to evolve and be defined. The Kossou Property in respect of which the Resulting Issuer will hold a joint venture interest are subject to the risk that one or more groups of indigenous peoples may oppose operation or new development. Such opposition may be directed through legal or administrative proceedings or protests, roadblocks or other forms of public expression against the operator’s activities. Opposition by indigenous peoples to such activities may require modification of or preclude operation or development of projects or may require the entering into of agreements with indigenous peoples. Claims and protests of indigenous peoples may disrupt or delay activities of the operators of assets in respect of which the Resulting Issuer holds an exploration interest which may result in a material adverse effect on the Resulting Issuer profitability, results of operations and financial condition and the trading price of its securities.

Permits and Licences

The mining and exploration activities of the Resulting Issuer will require permits from various governmental authorities and such operations are, and will be, governed by laws and regulations governing exploration, labour standards, occupational health, waste disposal, toxic substances, land use, environmental protection, safety, mine permitting and other matters. Companies engaged in mining and exploration activities generally experience increased costs and delays as a result of the need to comply with applicable laws, regulations and permits. While Kobo believes that it will have all permits and licences necessary to carry on activities on the Kossou Property after completion of the Transaction, a substantial number of additional permits and licenses may be required after the completion of the Transaction. The Resulting Issuer anticipates that it will be able to obtain in the future all necessary licenses and permits to carry on the activities which it intends to conduct, and that it intends to comply in all material respects with the terms of such licenses and permits; however, there can be no assurance that all permits that the Resulting Issuer may require for mining and exploration will be obtainable on reasonable terms or on a timely basis, or that such laws and regulations would not have an adverse effect on any project that the Resulting Issuer may

134 -

undertake. Kobo believes it is in substantial compliance with all material laws and regulations which currently apply to its activities. However, there may be unforeseen environmental liabilities of the Resulting Issuer resulting from exploration and/or mining activities and these may be costly to remedy.

Research permits are issued for an initial period of four (4) years, during which the holder is expected to incur the exploration expenses and other conditions stipulated in the Governmental Decree granting the permit. Should the holder not execute any or partially the exploration expenses and other conditions during the initial period the latter is at risk of not being able to renew the research permit and consequently lose the rights thereunder.

Operational Risks

Mineral exploration and mining involves many risks, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. These hazards include unusual or unexpected formations, formation pressures, inclement weather conditions, seismic activity, fires, power outages, industrial accidents, flooding, explosions, rock bursts, cave-ins or pit wall failures and other conditions involved in the drilling and removal of material, any of which could result in damage to, or destruction of, mines and other producing facilities, catastrophic damage to property or loss of life, labour disruptions, technological failure of mining methods, equipment failure or the inability to obtain suitable or adequate machinery, equipment or labour. Operations in which the Resulting Issuer will have a direct or indirect interest will be subject to all the hazards and risks normally incidental to exploration, development and production of minerals, any of which could result in damage to or destruction of mines and other producing facilities, damage to life and property, environmental damage and possible legal liability for any or all damage. Although the Resulting Issuer intends to maintain liability insurance in an amount which it considers adequate, the nature of these risks is such that liabilities could exceed policy limits, in which event the Resulting Issuer could incur significant costs that could have a materially adverse effect upon its financial condition.

Environmental Matters

The Resulting Issuer’s operations will be subject to laws and regulations regarding environmental matters, the use or abstraction of water, and the discharge of mining wastes and materials. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. The cost of compliance with changes in governmental regulations has the potential to reduce the profitability of operations. Furthermore, any failure to comply fully with all applicable laws and regulations could have significant adverse effects on the Resulting Issuer, including the suspension or cessation of operations. Environmental laws and regulations change frequently, and the implementation of new, or the modification of existing, laws or regulations could harm the Resulting Issuer. The Resulting Issuer cannot predict how agencies or courts in foreign countries will interpret existing laws and regulations or the effect that these adoptions and interpretations may have on the Resulting Issuer’s business or financial condition.

The Resulting Issuer may be required to make significant expenditures to comply with governmental laws and regulations. Any significant mining operations will have some environmental impact, including land and habitat impact, arising from the use of land for mining and related activities, and certain impact on water resources near the project sites, resulting from water use, rock disposal and drainage run-off. No assurances can be given that such environmental issues will not have a material adverse effect on the Resulting Issuer’s operations in the future. Environmental hazards may exist on the Property in which the

135 -

Resulting Issuer holds interests which are unknown to Kobo at the present time and which have been caused by previous or existing owners or operators of the properties. While Kobo believes it does not currently have any material unsatisfied environmental obligations, exploration activities may give rise in the future to significant liabilities on the Resulting Issuer’s part to the government and third parties and may require the Resulting Issuer to incur substantial costs of remediation.

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 operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Additionally, the Resulting Issuer may not maintain insurance against environmental risks. As a result, any claims against the Resulting Issuer may result in liabilities the Resulting Issuer will not be able to afford, resulting in the failure of the Resulting Issuer’s business. 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 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 or in the exploration or development of mineral properties may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations. Amendments to current laws, regulations and permits governing operations and activities of mining and exploration companies, or more stringent implementation of existing laws, could have a material adverse impact on the Resulting Issuer and cause increases in exploration expenses or capital expenditures or require abandonment or delays in development of new exploration properties.

Additional Costs May Be Incurred by Mineral Property Operators as a Result of International Climate Change Initiatives

The Resulting Issuer acknowledges climate change as an international and community concern. The Resulting Issuer supports and endorses various initiatives for voluntary actions consistent with international initiatives on climate change. In addition to voluntary actions, governments are moving to introduce climate change legislation and treaties at the international, national, state/provincial and local levels. Where legislation already exists, regulation relating to emission levels and energy efficiency is becoming more stringent. Some of the costs associated with reducing emissions can be offset by increased energy efficiency and technological innovation. However, if the current regulatory trend continues, the Resulting Issuer expects this may result in increased costs at the Kossou Property, which could have a material impact on the viability of the property and impair the revenue derived from the interest, which could have a material adverse effect on the Resulting Issuer’s profitability, results of operations and financial condition and the trading price of the Resulting Issuer’s securities.

Community Relations

Kobo’ relationships with the communities in which it operates and other stakeholders are critical to ensure the future success of its existing operations and the construction and development of its projects. There is an increasing level of public concern relating to the perceived effect of exploration activities on the environment and on communities impacted by such activities. Publicity adverse to Kobo, its operations or extractive industries generally, could have an adverse effect on Kobo and may impact relationships with the communities in which Kobo operates. While Kobo is committed to operating in a socially responsible manner, there can be no assurance that its efforts in this respect will mitigate this potential risk. Further,

136 -

damage to Kobo’ reputation can be the result of the perceived or actual occurrence of any number of events, and could include any negative publicity, whether true or not. The increased usage of social media and other web-based tools used to generate, publish and discuss user-generated content and to connect with other users has made it increasingly easy for individuals and groups to communicate and share opinions and views in regards to Kobo and its activities, whether true or not. While Kobo strives to uphold and maintain a positive image and reputation, Kobo does not ultimately have control over how it is perceived by others. Reputation loss may lead to increased challenges in developing, maintaining community relations and advancing its projects and decreased investor confidence, all of which may have a material adverse impact on the financial performance and growth of Kobo.

Defects in Title to Mineral Properties

Establishing title to mineral properties is a very detailed and time-consuming process. Title to the area of mineral properties may be disputed. While Kobo has investigated title to all of its mineral claims and, to the best of its knowledge, title to all of its properties are in good standing, mineral properties may be subject to prior unregistered agreements or transfers and title may be affected by such undetected defects. There may be valid challenges to the title of Kobo’ properties which, if successful, could impair exploration, development and/or operations. Kobo’ mineral properties may be subject to aboriginal land claims, prior unregistered agreements or transfers and title may be affected by undetected defects. Kobo cannot give any assurance that title to its properties will not be challenged.

Defects in or disputes relating to the interests the Resulting Issuer holds or acquires may prevent it from realizing the anticipated benefits from these interests. Material changes could also occur that may adversely affect management’s estimate of the carrying value of the Resulting Issuer’s interests and could result in impairment charges. While Kobo currently seeks, and the Resulting Issuer will seek, to confirm the existence, validity, enforceability, terms and geographic extent of the interests it acquires, there can be no assurance that disputes or other problems concerning these and other matters or other problems will not arise. Confirming these matters is complex and is subject to the application of the laws of each jurisdiction to the particular circumstances of each parcel of mineral property and to the documents reflecting the interest. The discovery of any defects in, or any disputes in respect of, the Resulting Issuer’s interests, could have a material adverse effect on the Resulting Issuer’s profitability, results of operations and financial condition and the trading price of its securities.

A defect in the chain of title to one of the Resulting Issuer’s interests or necessary for the anticipated development or operation of a particular project to which an interest relates may arise to defeat or impair the claim of the operator to a property which could in turn result in a loss of the Resulting Issuer’s interest in respect of that property. In addition, claims by third parties or aboriginal groups in Chile and elsewhere may impact on the operator’s ability to conduct activities on a property to the detriment of the Resulting Issuer’s interests. To the extent an owner or operator does not have title to the property, it may be required to cease operations or transfer operational control to another party. Certain interests can be contractual in nature, rather than an interest in land, with the risk that an assignment or bankruptcy or insolvency proceedings by an owner will result in the loss of any effective interest in a particular property. Further, even in those jurisdictions where there is a right to record or register interests held by the Resulting Issuer in land registries or mining recorders offices, such registrations may not necessarily provide any protection to the Resulting Issuer. As a result, known title defects, as well as unforeseen and unknown title defects may impact operations at a project in respect of which the Resulting Issuer has an interest and may result in a material adverse effect on the Resulting Issuer’s profitability, results of operations and financial condition and the trading price of its securities.

137 -

Amalgamations and Integration

From time to time, the Resulting Issuer may pursue opportunities to acquire additional mining assets and businesses. Any acquisition that the Resulting Issuer may choose to complete may be of a significant size, may change the scale of the Resulting Issuer’s business and operations, and may expose the Resulting Issuer to new geographic, political, operating, financial and geological risks. The Resulting Issuer’s success in its acquisition activities will depend on its ability to identify suitable acquisition candidates that fit its business strategy, negotiate acceptable terms for any such acquisition, obtain approvals from regulatory authorities in the jurisdiction of the business or property to be acquired, and integrate the acquired operations successfully with those of the Resulting Issuer. Any acquisitions would be accompanied by risks. For example, there may be a significant change in commodity prices after the Resulting Issuer has committed to complete the transaction and established the purchase price or exchange ratio; a material ore body may prove to be below expectations; the Resulting Issuer may have difficulty integrating and assimilating the operations and personnel of any acquired companies, realizing anticipated synergies and maximizing the financial and strategic position of the combined enterprise, and maintaining uniform standards, policies and controls across the organization; the integration of the acquired business or assets may disrupt the Resulting Issuer’s ongoing business and its relationships with employees, customers, suppliers and contractors; and, to the extent that the Resulting Issuer makes an acquisition outside of markets in which it has previously operated, the Resulting Issuer may have difficulty conducting and managing operations in a new operating environment.

Acquiring additional business or properties could place increased pressure on the Resulting Issuer’s cash flow if such acquisitions involve a cash consideration. In the event that the Resulting Issuer chooses to raise debt capital to finance any such acquisition, the Resulting Issuer’s leverage will be increased. If the Resulting Issuer chooses to use equity as consideration for such acquisition, existing shareholders may suffer dilution. Alternatively, the Resulting Issuer may choose to finance any such acquisition with its existing resources. The integration of the Resulting Issuer’s existing operations with any acquired business will require significant expenditures of time, attention and funds. Achievement of the benefits expected from consolidation would require the Resulting Issuer to incur significant costs in connection with, among other things, implementing financial and planning systems. The Resulting Issuer may not be able to integrate the operations of a recently acquired business or restructure the Resulting Issuer’s previously existing business operations without encountering difficulties and delays. In addition, this integration may require significant attention from the Resulting Issuer’s management team, which may detract attention from the Resulting Issuer’s day-to-day operations. Over the short-term, difficulties associated with integration could have a material adverse effect on the Resulting Issuer’s business. In addition, the acquisition of mineral properties may subject the Resulting Issuer to unforeseen liabilities, including environmental liabilities, which could have a material adverse effect on the Resulting Issuer. There can be no assurance that the Resulting Issuer would be successful in overcoming these risks or any other problems encountered in connection with such acquisitions.

Future Litigation Could Affect Title

Potential litigation may arise with respect to the Kossou Property, or any other property on which the Resulting Issuer may hold an interest (for example, litigation between joint venture partners or between operators and original property owners or neighboring property owners). As a holder of such interests, the Resulting Issuer will not generally have any influence on the litigation and will not generally have access to data. Any such litigation that results in the cessation or reduction of production from a property (whether temporary or permanent) or the expropriation or loss of rights to a property could have a material adverse

138 -

effect on the Resulting Issuer’s profitability, results of operations and financial condition and the trading price of its securities.

Deficient Third Parties’ Reviews, Reports and Projections

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

Dependence on Key Individuals

Locating and developing mineral deposits depends on a number of factors, not the least of which is the technical skill of the exploration, development and production personnel involved. The success of the Resulting Issuer is largely dependent on the performance of its key personnel. The Resulting Issuer’s success is also largely dependent on its ability to hire and retain other highly qualified personnel. This is particularly true in highly technical businesses such as mineral exploration. The number of persons skilled in acquisition, exploration and development of mining properties is limited and competition for this workforce is intense. As the Resulting Issuer’s business activity grows, the Resulting Issuer will require additional key executive, financial, operational, administrative and mining personnel. The Resulting Issuer will compete with numerous other companies for the recruitment and retention of qualified employees and contractors. These individuals are in high demand and the Resulting Issuer may not be able to attract the personnel it needs. Failure to retain key personnel or to attract and retain additional key individuals with necessary skills could have a materially adverse impact upon the Resulting Issuer’s business, its operating results as well as its overall financial condition. The Resulting Issuer has not purchased any “key-man” insurance with respect to any of its directors, officers or key employees and has no current plans to do so.

Directors and Officers May Have Conflicts of Interest

Certain of the proposed directors and/or officers of the Resulting Issuer, are or will be, and may continue to be, involved in other business ventures through their direct and indirect participation in corporations, partnerships, joint ventures, etc. that may become potential competitors of the technologies, products and services the Resulting Issuer intends to provide. Situations may arise where the other interest of these directors and officers conflict with, or diverge from, the Resulting Issuer’s interest. Certain of such conflicts may be required to be disclosed in accordance with procedures and remedies, as applicable, under corporate law, however, such procedures and remedies may not fully protect the Resulting Issuer. In addition, in conflict of interest situations, the directors and officers of the Resulting Issuer may owe the same duty to another company and will need to balance their competing interest. Circumstances (including with respect to future corporate opportunities) may arise that may be resolved in a manner that is unfavorable to the Resulting Issuer.

Global Financial Conditions May Be Volatile

Market events and conditions, rising inflation and interest rates, including the ongoing COVID-19 pandemic, disruptions in the international credit markets and other financial systems, along with political instability, including the conflict in Ukraine, have resulted in commodity prices remaining volatile. These conditions have also caused a loss of confidence in global credit markets resulting in the collapse of, and government

139 -

intervention in, major banks, financial institutions and insurers and creating a climate of greater volatility, tighter regulations, less liquidity, widening credit spreads, less price transparency, increased credit losses and tighter credit conditions. Notwithstanding various actions by governments, concerns about the general condition of the capital markets, financial instruments, banks and investment banks, insurers and other financial institutions caused the broader credit markets to be volatile and interest rates to remain at historical lows. These events are illustrative of the effect that events beyond the Resulting Issuer’s control may have on commodity prices, demand for metals, including gold and silver, availability of credit, investor confidence, and general financial market liquidity, all of which may adversely affect Resulting Issuer’s business. Global financial conditions have always been subject to volatility. Access to public financing has been negatively impacted by sovereign debt concerns in Europe and emerging markets, as well as concerns over global growth rates and conditions. These and other factors may impact the ability of Resulting Issuer to obtain equity or debt financing in the future and, if obtained, the favourability of the terms of such financing to Resulting Issuer. Increased levels of volatility and market turmoil can adversely impact Resulting Issuer’s operations and the price of the Resulting Issuer Shares.

Adequate Infrastructure May Not Be Available to Develop the Kossou Property

Pandemics, Including the Ongoing Spread of COVID-19, May Negatively Impact Kobo’ Business.

Kobo’ business, operations and financial condition could be materially adversely affected by the outbreak of pandemics or other health crises, such as the outbreak of COVID-19 that was designated as a pandemic by the World Health Organization on March 11, 2020. The international response to the spread of COVID19 has led to significant restrictions on travel, temporary business closures, quarantines, global stock market volatility, and a general reduction in consumer activity. Such public health crises can result in operating, supply chain and project development delays and disruptions, global stock market and financial market volatility, declining trade and market sentiment, reduced movement of people and labour shortages, and travel and shipping disruption and shutdowns, including as a result of government regulation and prevention measures, or a fear of any of the foregoing, all of which could affect commodity prices, interest rates, credit risk and inflation. In addition, the current COVID-19 pandemic, and any future emergence and spread of similar pathogens could have an adverse impact on global economic conditions which may adversely impact the Kobo’ operations, and the operations of suppliers, contractors and service providers.

Kobo may experience business interruptions, including suspended (whether government mandated or otherwise) or reduced operations relating to pandemics such as COVID-19 and other such events outside of Kobo’ control, which could have a material adverse impact on its business, operations and operating results, financial condition and liquidity. As at the date hereof, the duration of the business disruptions internationally and related financial impact of COVID-19 cannot be reasonably estimated. It is unknown whether and how Kobo may be affected if the pandemic persists for an extended period of time. Kobo’ exposure to such public health crises also includes risks to employee health and safety. Should an employee, contractor, community member or visitor become infected with a serious illness that has the potential to spread rapidly, this could place Kobo’ workforce at risk.

140 -

Future Acquisitions and Partnerships

As part of the Resulting Issuer’s business strategy, it may seek to grow by acquiring companies and/or assets or establishing new joint ventures that it believes will complement its future business. In pursuit of such opportunities, the Resulting Issuer may fail to select appropriate acquisition candidates or negotiate acceptable agreements, including arrangements to finance the acquisitions or integrate the acquired businesses or their personnel into the Resulting Issuer. There can be no assurance that the Resulting Issuer will complete any acquisition or business arrangement that it pursues on favorable terms or at all, or that any acquisitions or business arrangements completed will ultimately benefit the Resulting Issuer.

There are risks inherent in such activities. Specifically, there could be unknown or undisclosed risks or liabilities of such companies for which the Resulting Issuer is not sufficiently indemnified. Any such unknown or undisclosed risks or liabilities could materially and adversely affect the Resulting Issuer’s financial performance and results of operations. The Resulting Issuer may not effectively select acquisition candidates or negotiate or finance acquisitions or integrate the acquired businesses and their personnel or acquire assets for our business. The Resulting Issuer could encounter additional transaction and integration related costs or experience an impact to its operations or results of operation as a result of the failure to realize all of the anticipated benefits from such acquisitions or partnerships, or an inability to successfully integrate an acquisition as anticipated. As a result of integration efforts, the Resulting Issuer may experience interruptions in its business activities, costs of integration and harm to its reputation, all of which could have a material adverse effect on the Resulting Issuer’s business, financial condition and results of operations. The Resulting Issuer may experience difficulties in combining corporate cultures, maintaining employee morale and retaining key employees. The integration of any such acquired companies may also impose substantial demands on management of the Resulting Issuer. There is no assurance that these acquisitions will be successfully integrated in a timely manner or without additional expenses incurred.

CRA’s Recent Focus on Foreign Income Earned by Canadian Companies May Result in Adverse Tax Consequences

There has been a recent focus by the CRA on income earned by foreign subsidiaries of Canadian companies. Some of the Resulting Issuer’s assets will be owned by and the related revenue received by the Resulting Issuer’s subsidiaries. Although management believes that the Resulting Issuer will be in full compliance with Canadian tax law, there can be no assurance that the Resulting Issuer’s structure may not be challenged in future. In the event the CRA successfully challenges the Resulting Issuer’s structure, this could potentially result in additional federal and provincial taxes and penalties, which may have a material adverse effect on the Resulting Issuer’s profitability, results of operations and financial condition and the trading price of its securities.

Anti-Bribery Laws (Such as the Corruption of Foreign Public Officials Act of Canada (“CFPOA) ”

The Resulting Issuer’s business is subject to the CFPOA which generally prohibits companies and company employees from engaging in bribery or other prohibited payments to foreign officials for the purpose of obtaining or retaining business. The CFPOA also requires companies to maintain accurate books and records and internal controls, including all foreign-controlled subsidiaries. In addition, the Resulting Issuer is subject to other anti-bribery laws of the nations in which it conducts business that apply similar prohibitions as the CFPOA. The Resulting Issuer’s employees or other agents may, without the Resulting Issuer’s knowledge and despite its efforts, engage in prohibited conduct under the CFPOA or other antibribery laws that the Resulting Issuer may be subject to and for which it may be held responsible. If employees or other agents are found to have engaged in such practices, the Resulting Issuer could suffer

141 -

severe penalties and other consequences that may have a material adverse effect on its business, financial condition and results of operations.

The Resulting Issuer will be Subject to Strong Competition in Côte d’Ivoire and in the Global Mining Industry.

The mining industry is competitive in all of its phases and requires significant capital, as well as technical and operational resources. Competition is also intense for mining equipment, supplies and qualified service providers, particularly in Côte d’Ivoire where mining personnel are in high demand and short supply. If qualified expertise cannot be sourced and at cost effective rates within Côte d’Ivoire, the Resulting Issuer may need to procure those services outside of Côte d’Ivoire, which could result in additional delays and higher costs to obtain work permits, particularly during the COVID-19 pandemic. Because of the high costs associated with exploration, the expertise required to analyze a project’s potential and the capital required to develop a mine, larger companies with significant resources may have a competitive advantage over the Resulting Issuer. The Resulting Issuer may face strong competition from other mining companies, some with greater financial resources, operational experience and technical capabilities. As a result of this competition, the Resulting Issuer may be unable to maintain or acquire financing, personnel, technical resources or attractive mining properties on terms it considers acceptable.

Equipment, Materials and Skilled Technical Workers

The Resulting Issuer is dependent on the availability of affordable and accessible equipment, replacement parts, and repair services and the absence or disrepair of such equipment, parts and services could affect or halt exploration or eventual production on the properties of the Resulting Issuer. There can be no guarantee that such equipment, parts or repair services will be available to the Resulting Issuer, or that such equipment, replacement parts or repair work will be available on commercially reasonable terms.

The Resulting Issuer is dependent on the availability of affordable and accessible materials. There can be no guarantee of the availability, quality and reliability of the supply of neither such materials, nor that such materials will continue to be available to the Resulting Issuer on commercially reasonable terms.

The Resulting Issuer is also dependent on the availability of skilled technical workers to carry out various functions on the properties of the Resulting Issuer. There can be no guarantee that such skilled workers will be available to carry out such activities on behalf of the Resulting Issuer or that such workers will be available on commercially reasonable terms.

The Resulting Issuer Will Be Exposed to Foreign Exchange Risk Business will be transacted by Kobo primarily in CFA F, U.S. and Canadian currencies. The majority of the Resulting Issuer’s operating costs will most likely be denominated in the CFA F currency. Certain costs associated with imported equipment and international supplies and consultants and sales prices for product are denominated in U.S. dollars. Fluctuations in exchange rates may have a significant effect on the cash flows of the Resulting Issuer. Future changes in exchange rates could materially affect the Resulting Issuer’s results in either a positive or negative direction. The Resulting Issuer has not hedged its exposure to any exchange rate fluctuations applicable to its business and is therefore exposed to currency fluctuation risks. Currently, the CFA F is permitted to float against the U.S. Dollar and allows the purchase and sale of foreign currency and the international transfer of CFA F.

Kobo’ Operations Are Subject to Human Error

142 -

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

Disruption from Non-Governmental Organizations

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

Health & Safety

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

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

Nature and Climatic Conditions

The Resulting Issuer and the mining industry continuingly face geotechnical challenges which could adversely impact the Resulting Issuer’s production and profitability. Unanticipated adverse geotechnical and hydrological conditions, such as severe rainfall, floods, landslides, droughts, pit wall failures and rock fragility may occur, and such events may not be detected in advance. Geotechnical instabilities and adverse climatic conditions can be difficult to predict are often affected by risks and hazards outside of the Resulting Issuer’s control. Such conditions could result in limited access to mine sites, suspensions or reductions in operations, government investigations, increased monitoring costs, remediation costs, loss or ore and other impacts which could cause the Resulting Issuer’s projects to be less profitable than currently anticipated and could result in a material adverse effect on the Resulting Issuer’s results of operations and financial position.

Uninsured or Uninsurable Risks

In the course of exploration, development and production of mineral resource properties, several risks and, in particular, significant risks that could result in damage to, or destruction of vessels and producing or

143 -

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

Disruption in Kobo’ Activities Due to Acts of God May Adversely Affect Kobo

Disruptions in the activities of Kobo may be caused by natural disasters, effects of climate change and manmade activities, pandemics, trade disputes and disruptions, war, terrorism, and any other form of economic, health, or political disruptions. Kobo’ financial condition is reliant on continued operations, and in circumstances where continued operations are not possible, Kobo is likely to experience a decline in its revenue, and may suffer additional disruptions in the form of lack of access to its workforce, customers, technology, or other assets. The extent of the impact on Kobo will vary with the extent of the disruption and cannot be adequately predicted in advance.

Kobo’s continued operations depend on adequate infrastructure, which is underdeveloped in certain parts of West Africa, and the uninterrupted flow of materials, supplies and services.

Mining, processing, development and exploration activities depend, to one degree or another, on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important determinants which affect capital and operating costs. The lack of availability on acceptable terms or the delay in the availability of any one or more of these items could prevent or delay exploitation and/or development of Kobo’s projects. If adequate infrastructure is not available in a timely manner, there can be no assurance that the exploitation and/or development of Kobo and the Resulting Issuer’s projects will be commenced or completed on a timely basis, if at all, or that the resulting operations will achieve the anticipated production volume, or that construction costs and ongoing operating costs will not be higher than anticipated. In addition, unusual or infrequent weather phenomena, sabotage or other interference in the maintenance or provision of such infrastructure could adversely affect Kobo and the Resulting Issuer's business, financial condition and results of operations.

In particular, Kobo’s mining interests are located in remote locations and depend on an uninterrupted flow of materials, supplies and services to those locations. Any interruptions to the procurement of equipment or the flow of materials, supplies and services to these properties could have an adverse impact on Kobo’s future cash flows, earnings, results of operations and financial condition.

In addition, unusual or infrequent weather phenomena, government regulations, sabotage or terrorism or other interference in the provision or maintenance of such infrastructure, could have a material adverse effect on Kobo’s business, financial condition, results of operations or prospects.

Kobo faces risks associated with artisanal mining, which may result in accelerated depletion of its ore bodies and create environmental, health and safety liability.

Kobo faces risks associated with artisanal mining on its properties. Artisanal miners may compromise the safety at Kobo’s mines, cause contamination of the environment as the result of unauthorized use of chemicals, including cyanide, and in certain cases, accelerate the depletion of Kobo’s ore bodies. Illegal artisanal mining is subject to control measures by the government of Côte d’Ivoire. The government has

144 -

instituted a “Brigade de Répression des infractions au Code Minier (BRICM). On July 1, 2021, the National Security Council announced the creation of a special force called “Groupement Spécial de Répression de l’Orpaillage Illégal’ comprised of 460 Gendarmes and 100 agents from the Ministry of Forests and Water to further assist the BRICM in its role of repressing illegal mining activities. Kobo regularly monitors any illegal activity on its property. When illegal activity is evidenced, Kobo notifies local authorities, the Regional Mine Director for the Ministry of Mines of Côte d’Ivoire and the BRICM as well as the DGMG (Direction Générale - Ministère de la Géologie). The concerned governmental authorities then investigate and initiate measures to have the illegal activity terminated. The measures include seizure of equipment and material as well as arrests. The Resulting Issuer may be held liable for environmental damage and/or personal injury associated with artisanal mining activity on its properties despite efforts to prevent that activity.

Surrounding communities may affect the mining operations through the restriction of access of supplies and workforce to the mine site. Certain of Kobo’s material properties may be subject to the rights or asserted rights of various community stakeholders, including indigenous people. While community outreach and development programs are maintained to mitigate the risk of blockades or other restrictive measures by the communities, there are no assurances that Kobo and the Resulting Issuer’s business, results of operations and financial condition will not be adversely impacted by the actions of the communities surrounding its properties.

Kobo is subject to risks associated with operating in Côte d’Ivoire.

The majority of Kobo’s assets are located in Côte d’Ivoire. While Kobo believes that the government of Côte d’Ivoire support the development of their natural resources by foreign companies, it is possible that future political and economic conditions of this country will result in its government adopting different policies respecting foreign ownership of mineral resources, taxation, rates of exchange, environmental protection, labour relations, repatriation of income or return of capital, restrictions on production, price controls, export controls, local beneficiation of gold production, expropriation of property, foreign investment, maintenance of claims and mine safety. The possibility that a future government in Côte d’Ivoire may adopt substantially different policies, which might include the expropriation of assets, cannot be ruled out. There is also the risk of limitations being placed on the ability to repatriate funds.

Following instability in recent years in several sub-Saharan countries, the prevailing security environment in the region has deteriorated due to the presence of various militant secessionist and Islamist paramilitary groups. While Kobo has implemented additional measures in response to ensure the security of its various assets, personnel and contractors, and continues to cooperate with regional governments, their security forces and third parties, there can be no assurance that these measures will be successful. Any failure to maintain the security of its assets, personnel and contractors may have a material adverse effect on Kobo business, prospects, financial condition and results of operations.

Other risks and uncertainties to which Kobo and the Resulting Issuer are exposed by reason of operating in Côte d’Ivoire include, but are not limited to, terrorism; hostage taking; military repression; extreme fluctuations in currency exchange rates; high rates of inflation; labour unrest; war or civil unrest; expropriation and nationalization; renegotiation or nullification of existing concessions, licenses, permits, contracts and fiscal stability arrangements; illegal mining; changes in taxation policies; restrictions on foreign exchange and repatriation; loss due to disease and other potential endemic health issues; and changing political conditions, currency controls and governmental regulations that favour or require the awarding of contracts to local contractors or require foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction. There can be no assurance that such problems will not arise in the future. In particular, there has been a rise in incidents of terrorism and hostage taking in recent years. Although there is no reason to believe that Kobo’s employees or operations are targeted, terrorist and other criminal activities in

145 -

the region may disrupt our operations, limit our ability to hire and keep qualified personnel as well as restrict our access to capital.

There are health risks associated with the mining work force in Africa.

Endemic diseases including Malaria and Ebola represent a serious threat to maintaining a skilled workforce in the mining industry throughout Africa and are a major healthcare challenge to Kobo’s operations in Africa. The current Coronavirus pandemic presents serious challenges to Kobo and the Resulting Issuer’s ability to maintain a healthy workforce at mine sites and, if not promptly contained, may affect exploration. Should there be a pandemic or epidemic in the countries in which Kobo operates, which is not satisfactorily contained, its workforce may be adversely impacted and further, Kobo may face difficulties securing transportation of supplies and equipment essential to its mining operations. As a result, Kobo and the Resulting Issuer’s exploration and development plans could be delayed indefinitely. Any such changes could significantly increase costs of operations and have material adverse effect on Kobo and the Resulting Issuer’s business, results of operations, and future cash flow.

Mining is inherently dangerous and subject to factors or events beyond Kobo and the Resulting Issuer’s control.

Kobo’s current business, and any future development or mining operations, involve various types of risks and hazards typical of companies engaged in the mining industry. These risks affect the current exploration, development and refurbishment activities of Kobo and the Resulting Issuer, and will affect Kobo and the Resulting Issuer’s business to an even larger extent once commercial mining operations, if any, commence. Such risks include, but are not limited to: (i) industrial accidents; (ii) unusual or unexpected rock formations; (iii) structural cave-ins or slides and pitfall, ground or slope failures and accidental release of water from surface storage facilities; (iv) fire, flooding and earthquakes; (v) rock bursts; (vi) metals losses; (vii) periodic interruptions due to inclement or hazardous weather conditions; (viii) environmental hazards; (ix) discharge of pollutants or hazardous materials; (x) failure of processing and mechanical equipment and other performance problems; (xi) geotechnical risks, including the stability of the underground hanging walls and unusual and unexpected geological conditions; (xii) unanticipated variations in grade and other geological problems, water, surface or underground conditions; (xiii) labour disputes or slowdowns; (xiv) work force health issues as a result of working conditions; and (xv) force majeure events, or other unfavourable operating conditions.

These risks, conditions and events could result in: (i) damage to, or destruction of, the value of, the Projects or their facilities; (ii) personal injury or death; (iii) environmental damage to the Projects or the properties of others; (iv) delays or prohibitions on mining or the transportation of minerals; (v) monetary losses; and (vi) potential legal liability. Any of the foregoing could have a material adverse effect on Kobo and the Resulting Issuer’s business, financial condition, results of operation or prospects. In particular, underground refurbishment and exploration activities present inherent risks of injury to people and damage to equipment. Significant mine accidents could occur, potentially resulting in a complete shutdown of Kobo and the Resulting Issuer’s operations at one of the Projects which could have a material adverse effect on Kobo’s business, financial condition, results of operations or prospects.

Labour disruptions and/or increased labour costs could have an adverse effect on Kobo and the Resulting Issuer.

Should Kobo and the Resulting Issuer or any of their subsidiaries hire employees directly in Côte d’Ivoire, it could become subject to collective bargaining agreements by law in Côte d’Ivoire. Kobo and the Resulting

146 -

Issuer may in the future experience labor disputes with its employees or third-party service providers and any breakdown or deterioration in relations with its employees or third-party service providers may adversely impact its operations. Any strikes and other labor disruptions at any of Kobo and the Resulting Issuer’s operations, including those involving the workforce of third-party contractors, or lengthy work interruptions at existing and future development projects could result in a material adverse effect on the timing, completion and cost of any such project, as well as on Kobo’s business, results of operations and financial condition.

Kobo and the Resulting Issuer cannot give assurance that it will be able to negotiate or renew union agreements without a significant increase in labour costs, which if not conceded could result in work stoppages and other labour disturbances. Increased labour costs, a strike or other labour disruption could have a material adverse effect on Kobo and the Resulting Issuer’s business, financial condition results of operations or prospects.

147 -

PART VII – GENERAL MATTERS

Sponsorships/Relationships

Kobo is requesting an exemption from the sponsorship requirements under Exchange Policy 2.2 – Sponsorship and Sponsorship Requirements of the Exchange of the Exchange’s Corporate Finance Manual. Under Section 3.4(a)(ii) of Policy 2.2, an exemption from the sponsorship requirement may be available where, among other things, there is: (a) significant involvement of a bank or other major financial institution in the transaction; or (b) the issuer conducts a concurrent brokered financing of at least $500,000 in connection with the transaction, and the agent for that transaction has provided the Exchange with confirmation that it has completed appropriate due diligence on both the transaction and the accompanying disclosure document describing it. Such conditions will have been satisfied given the role of the Agent (including the Agent’s due diligence investigations) in connection with the Concurrent Financing. Kobo expects that the Exchange will correspondingly grant the request for an exemption from the sponsorship requirements, subject to the Agent submitting to the Exchange the due diligence confirmation letter contemplated by Section 3.4(a)(ii)(B)(II) of Exchange Policy 2.2.

Except as disclosed herein, there are no actual or anticipated agreements with any registrant to provide sponsorship or corporate finance services either now or in the future.

Opinions

The following professional persons have prepared reports or have provided opinions that are either included or referenced within this Filing Statement:

Timothy J. Strong, MIMMM - Principal Geologist with Kangari Consulting LLC, has provided Meteorite and Kobo with the Technical Report and is a Qualified Person for the purposes of NI 43-101 and the technical report has been prepared in compliance with NI 43-101 and Form 43-101F1. The author of the Technical Report has not received, nor expects to receive, any interest, directly or indirectly, in the Kossou Gold Project or securities of Kobo or Meteorite and therefore has confirmed his independence as per the rules of NI 43-101.
MNP LLP has provided auditor’s reports on the consolidated financial statements of Meteorite Financial Statements included in this Filing Statement as Appendix “A”. MNP LLP confirmed its independence of Meteorite as determined by the Rules of Professional Conduct of l’Ordre des CPA du Québec.
BDO Canada LLP, Chartered Professional Accountants, has provided auditor’s reports on the Kobo Financial Statements included in this Filing Statement as Appendix “C”. BDO Canada LLP confirmed its independence of Kobo as determined by the Rules of Professional Conduct of l’Ordre des CPA du Québec .

Interests of Experts

No individual or company whose profession or business gives authority to a statement made by the individual or corporation and who is named as having prepared or certified a part of this Filing Statement or as having prepared or certified a report or valuation described or included in this Filing Statement holds or will hold immediately following the completion of the Transaction, any direct or indirect interest in any securities or property of the Resulting Issuer.

148 -

Other Material Facts

There are no other material facts in respect of the securities to be listed that are not disclosed in this Filing Statement, or the documents incorporated herein by reference and that are necessary in order for this Filing Statement to contain full, true and plain disclosure of all material facts relating to Meteorite, Kobo and the Resulting issuer, assuming completion of the Qualifying Transaction.

Exemptions

No discretionary exemption from a securities regulator or securities regulatory authority has been applied for or received by Kobo within the 12 months preceding the date of this Filing Statement.

Board Approval

The contents and the filing of this Filing Statement have been approved by the board of directors of each of Meteorite and Kobo. Where information contained in this Filing Statement rests particularly within the knowledge of a person other than Meteorite and Kobo, Meteorite and Kobo relied upon information furnished by such person.

CERTIFICATE OF METEORITE CAPITAL INC.

Each of the undersigned hereby certifies that the foregoing constitutes full, true and plain disclosure of all material facts relating to the securities of Meteorite Capital Inc. assuming completion of the Qualifying Transaction.

DATED March 22, 2023

==> picture [190 x 103] intentionally omitted <==

----- Start of picture text -----

"Ivan Spector"
______
Ivan Spector
Chief Executive Officer
"Lennie Ryer"
________
Lennie Ryer
Chief Financial Officer
----- End of picture text -----

On behalf of the Board of Directors

______ "Richard Yanofsky"_ _____ "Mitchell Greenspoon" Richard Yanofsky Mitchell Greenspoon Director Director

C-1

CERTIFICATE OF KOBO RESOURCES INC.

Each of the undersigned hereby certifies that the foregoing, as it relates to Kobo Resources Inc., constitutes full, true and plain disclosure of all material facts relating to the securities of Kobo Resources Inc.

DATED March 22, 2023

"Edouard Gosselin" "Gilles Couture" _______ _______ Edouard Gosselin Gilles Couture Chief Executive Officer Chief Financial Officer

On behalf of the Board of Directors

______ "Paul Sarjeant"_ _____ "Frank Ricciuti" Paul Sarjeant Frank Ricciuti Director Director

C-2 -

ACKNOWLEDGEMENT - PERSONAL INFORMATION

“Personal Information” means any information about an identifiable individual, and includes information contained in any Items in the attached Filing Statement that are analogous to Items 4.2, 11, 12.1, 15, 17.3, 18, 22, 23, 25, 30.3, 31, 32, 33, 34, 35, 36, 37, 40 and 41 of Exchange Form 3B2, as applicable.

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

(a) the disclosure of Personal Information by the undersigned to the Exchange (as defined in Appendix 6B) pursuant to Exchange Form 3B2; and
(b) the collection, use and disclosure of Personal Information by the Exchange for the purposes described in Appendix 6B or as otherwise identified by the Exchange, from time to time.

DATED March 22, 2023

______ "Ivan Spector"_ Ivan Spector Chief Executive Officer

C-3 -

APPENDIX “ A ” METEORITE FINANCIAL STATEMENTS

(See attached )

Meteorite Capital Inc. Condensed Interim Financial Statements September 30, 2022 and 2021

Meteorite Capital Inc.
Contents
For the three and nine-month periods ending September 30, 2022 and 2021
Page
Condensed Interim Financial Statements
Condensed Interim Statement of Financial Position ..........................................................................	1
Condensed Interim Statement of Loss and Comprehensive Loss .....................................................	2
Condensed Interim Statement of Changes in Shareholders’ Equity ..................................................	3
Condensed Interim Statement of Cash Flows ....................................................................................	4
Notes to the Condensed Interim Financial Statements......................................................................	5

As at

Meteorite Capital Inc. Condensed Interim Statement of Financial Position

(Unaudited - Expressed in Canadian dollars)

	*September 30,*	December 31,
	*2022*	2021
Assets
Current assets
Cash	5,137	2,254
Investment in short-term GIC (Note 4)	113,796	173,036
Loan receivable(Note 6)	-	-
Total assets	118,933	175,290
Liabilities and Shareholders’ Equity
Current liabilities
Accountspayable and accrued liabilities_(Note 9)_	30,287	47,269
Total liabilities	30,287	47,269
Shareholders’ Equity
Share capital_(Note 8)_	776,233	776,233
Contributed surplus_(Note 8)_	51,760	51,760
Deficit	(739,347)	(699,972)
Total shareholders’ equity	88,646	128,021
Total liabilities and shareholders’ equity	118,933	175,290

Approved on behalf of the Board

“signed” “signed” Ivan Spector Richard Yanofsky Director Director

The accompanying notes are an integral part of these Condensed Interim Financial Statements

Meteorite Capital Inc. Condensed Interim Statement of Loss and Comprehensive Loss For the three and nine-month periods ended September 30, 2022 and 2021 (Unaudited – Expressed in Canadian dollars)

	*2022*		2021
	*Three-months*	*Nine-months*	Three-months	Nine-months
Interest Income	285	896	131	3,373
Expenses
Impairment Loss (Note 6)	-	-	-	173,926
Professional fees_(Note 9)_	3,518	28,814	2,349	164,965
Listing fees	-	10,635	575	8,680
Investor relations	91	751	-	1,012
Taxes and licenses	-	-	92	92
Bank charges	23	71	23	104
Total expenses	3,632	40,271	3,039	348,779
Net loss and comprehensive loss	(3,347)	(39,375)	(2,908)	(345,406)
Basic and fully diluted loss per share_(Note 8(c))_	(0.00)	(0.01)	(0.00)	(0.05)

The accompanying notes are an integral part of these Condensed Interim Financial Statements

Meteorite Capital Inc. Condensed Interim Statement of Changes in Shareholders’ Equity For the nine-month periods ended September 30, 2022 and 2021 (Unaudited – Expressed in Canadian dollars)

	*Number of*	*Share*	*Contributed*
	*shares*	*Capital*	*Surplus*	*Deficit*	*Total equity*
Balance – January 1, 2022	7,065,000	776,233	51,760	(699,972)	128,021
Net loss and comprehensive loss	-	-	-	(39,375)	(39,375)
Balance – September 30, 2022	7,065,000	776,233	51,760	(739,347)	88,646
	Number of shares	Share Capital	Contributed Surplus	Deficit	Total equity
Balance – January 1, 2021	7,065,000	776,233	51,760	(325,142)	502,851
Net loss and comprehensive loss	-	-	-	(345,406)	(345,406)
Balance – September 30, 2021	7,065,000	776,233	51,760	(670,548)	157,445

The accompanying notes are an integral part of these Condensed Interim Financial Statements

Meteorite Capital Inc. Condensed Interim Statement of Cash Flows For the nine-month periods ended September 30, 2022 and 2021 (Unaudited – Expressed in Canadian dollars)

	*9 Months*	9 Months
	*September 30,2022*	September 30,2021
Cash flows (used in) provided by
Operating activities
Net Loss	(39,375)	(345,406)
Adjustments for
Impairment Loss (Note 6)	-	173,926
Deferred share issue costs	-	172,143
Net change in non-cash working capital items
Accountspayable and accrued liabilities	(16,982)	(54,522)
	(56,357)	(53,859)
Investing activities
Investment in short-term GIC (Note 4)	(158,102)	(200,129)
Proceeds from redemptions and accrued interest on GIC_(Note 4)_	217,342	245,772
	59,240	45,643
Net changes in cash	2,883	(8,216)
Cash and cash equivalents,beginningofperiod	2,254	12,142
Cash and cash equivalents, end ofperiod	5,137	3,926
Supplemental disclosure of cash flow information
Interest received	$896	$3,373

The accompanying notes are an integral part of these Condensed Interim Financial Statements

Meteorite Capital Inc. Notes to the Condensed Interim Financial Statements As at September 30, 2022 and 2021 (Unaudited – Expressed in Canadian dollars)

1. Nature of operations

Meteorite Capital Inc. (the “Company”) was incorporated pursuant to the provisions of the Canada Business Corporations Act on April 27, 2018. The Company carries on business as a “Capital Pool Corporation” (“CPC”), as such term is defined in TSX Venture Exchange Inc. (the “Exchange” or the “TSX-V”) Policy 2.4 - Capital Pool Companies (“Policy 2.4"). The Company's principal purpose is the identification, evaluation and acquisition of assets, properties or businesses or participation therein subject, in certain cases, to shareholder approval and acceptance by the Exchange. The Company’s registered head office address is 1 Place Ville Marie, Suite 3900, Montreal, Québec H3B 4M7.

Where a Qualifying Transaction is warranted, additional funding may be required. The ability of the Company to fund its potential future operations and commitments is dependent upon the ability of the Company to obtain additional financing. As described in Note 5 below, the Company publicly announced on February 26, 2021, that it was no longer pursuing its previously announced Qualifying Transaction. At its annual and special meeting of the shareholders held on June 18, 2021, the shareholders voted to approve the following changes needed to transition to the TSX Venture Exchange Policy 2.4 – Capital Pool Companies effective January 1, 2021:

(i) Ratifying certain amendments to the Company’s stock option plan;
(ii) Removing the consequences associated with the Company not completing a Qualifying Transaction within 24 months of its listing date; and
(iii) Authorizing the Company to make certain amendments to the Company’s escrow agreement.

The Company has generated a net loss and comprehensive loss of $39,375 during the 9-month period ended September 30, 2022 and has accumulated a deficit in the amount of $739,347 (December 31, 2021, annual loss and comprehensive loss of $374,830 and deficit of $699,972) and expects to incur further losses in the development of its business, all of which indicate the existence of a material uncertainty which may cast significant doubt about the soundness of the going concern assumption.

Given the experience of managing the operations since the beginning of the COVID-19 pandemic, management has not seen a material adverse effect on the financial results of the Company as a result of the pandemic and related government measures. Management continues to monitor the situation closely.

2. Basis of presentation

These condensed interim financial statements are prepared by the Company in accordance with International Accounting Standard (“IAS”) 34 Interim Financial Reporting as issued by the International Accounting Standards Board and using the accounting policies in the Company’s 2021 year ended financial statements disclosed in Note 3 to those financial statements. These condensed interim financial statements should be read in conjunction with those financial statements.

These condensed Interim Financial Statements for the nine-month period ended September 30, 2022 were authorized for issue by the Board of Directors on November 25, 2022

3. Significant accounting policies

Cash

Cash is comprised of cash held with a Canadian chartered bank and funds held in trust.

Financial assets and financial liabilities

Financial assets are classified and measured based on the business model in which assets are managed and their cash flow characteristics. The Company determines the classification of financial assets at initial recognition. Financial assets are classified and measured based on three categories: amortized cost, fair value through other comprehensive income (“FVOCI”) and fair

value through profit and loss (“FVTPL”). Financial liabilities are classified and measured on two categories: amortized cost or FVTPL.

Meteorite Capital Inc. Notes to the Condensed Interim Financial Statements As at September 30, 2022 and 2021 (Unaudited – Expressed in Canadian dollars)

3. Significant accounting policies (Continued from previous page)

The Company’s financial assets are cash, investment in short-term GIC and loan receivable. Cash and investment in short-term GIC are classified and measured at fair value and the loan receivable is classified and measured at amortized cost.

The Company recognizes a loss allowance for the expected credit losses associated with its financial assets, other than financial assets measured at fair value through profit or loss. Expected credit losses are measured to reflect a probability-weighted amount, the time value of money, and reasonable and supportable information regarding past events, current conditions and forecasts of future economic conditions. The Company assesses whether a financial asset is credit-impaired at the reporting date. Regular indicators that a financial instrument is credit-impaired include significant financial difficulties as evidenced through borrowing patterns or observed balances in other accounts and breaches of borrowing contracts such as default events or breaches of borrowing covenants. For financial assets assessed as credit-impaired at the reporting date, the Company continues to recognize a loss allowance equal to lifetime expected credit losses.

For financial assets measured at amortized cost, loss allowances for expected credit losses are presented in the condensed interim statements of financial position as a deduction from the gross carrying amount of the financial asset.

The Company’s financial liabilities are accounts payable and accrued liabilities which are classified and measured at amortized cost.

Additional fair value measurement disclosure includes classification of financial instrument fair values in a fair value hierarchy comprising three levels reflecting the significance of the inputs used in making the measurements which are as follows:

Level 1: Valuations based on quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2: Valuations based on directly or indirectly observable inputs in active markets for similar assets or liabilities, other than Level 1 prices, such as quoted interest or currency exchange rates; and

Level 3: Valuations based on significant inputs that are not derived from observable market data, such as discounted cash flow methodologies based on internal cash flow forecasts.

The Company's financial instruments measured at fair value on the condensed interim statement of financial position consist of cash and an investment in short-term GIC held in a Canadian chartered bank. Cash is measured at level 1 and the investment in short-term GIC is measured at level 2 of the fair value hierarchy.

Income taxes

Income tax comprises current and deferred tax. Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in equity, in which case the income tax is also recognized directly in equity.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted at the end of the reporting period, and any adjustment to tax payable in respect of previous years. Current tax assets and current tax liabilities are only offset if a legally enforceable right exists to set off the amounts, and the Company intends to settle on a net basis, or to realize the asset and settle the liability simultaneously.

Deferred tax is recognized in respect of all qualifying temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the condensed interim financial statements. Deferred tax is determined on a non-discounted basis using tax rates and laws that have been enacted or substantively enacted at the end of the reporting period and are expected to apply when the deferred tax asset or liability is settled. Deferred tax assets are recognized to the extent that it is probable that the assets can be recovered. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority.

Deferred share issue costs

Deferred share issue costs represent direct costs incurred for the issuance of share capital. Such costs will be classified as a reduction of share capital once the shares will be issued. However, if consummation of the equity offering is not probable or the offering is aborted, such costs will be expensed.

Meteorite Capital Inc. Notes to the Condensed Interim Financial Statements As at September 30, 2022 and 2021 (Unaudited – Expressed in Canadian dollars)

3. Significant accounting policies (Continued from previous page)

Share capital

Common shares are classified as equity. Transaction costs directly attributable to the issue of common shares are recognized as a deduction from share capital, net of any tax effects.

Stock-based compensation

The Company grants stock options to purchase common shares of the Company to directors and officers. The Board of Directors grants such options for periods up to five years, with vesting periods determined at its sole discretion. The fair value of the options is measured at the grant date, using the Black-Scholes option pricing model, and is recognized over the vesting period that the options are earned. The fair value is determined using the Company’s share price on the date of the grant and is recognized as an expense with a corresponding increase in contributed surplus. The amount recognized as an expense is adjusted to reflect the number of options expected to vest. Where the terms of a stock option are modified, the minimum expense recognized is the expense as if the terms had not been modified. Cancellations of options are accounted for as an acceleration of vesting. An additional expense is recognized for any modifications which increases the total fair value of the stock-based compensation arrangement or is otherwise beneficial to the holder as measured at the date of modification over the remaining vesting period. If and when the stock options are exercised, the applicable fair value amounts charged to contributed surplus will be transferred to share capital.

Warrants

The Company engages in equity financing transactions which may involve the issuance of common shares or share purchase warrants (“Warrants”). Depending upon the terms and conditions of each equity financing agreement, the Warrants are exercisable into additional common shares prior to expiry at a price stipulated by the agreement. Warrants are valued based on their fair value using the Black-Scholes option pricing model and warrants that are issued as payment for an agency fee or other transaction cost may be accounted for as share based payments, depending on the terms of the issuance.

Functional currency

The Company’s functional and presentation currency is the Canadian dollar, which represents the currency that is the primary economic environment of the Company.

Use of estimates, assumptions and judgments

The preparation of condensed interim financial statements in conformity with IFRS requires the Company’s management to make judgments, estimates and assumptions about future events that affect the amounts reported in the condensed interim financial statements and related notes to the condensed interim financial statements. Although these estimates are based on management’s best knowledge of the amount, event or actions, actual results may differ from those estimates.

The following areas require management’s critical estimates:

Expected credit losses

Management determines expected credit losses by evaluating individual receivable balances and considering the counterparty’s financial condition and current economic conditions. Receivable balances are written off when deemed uncollectible. Recoveries of receivable balances previously written off are recorded as income when received.

Stock based compensation

Management used the Black-Scholes model to estimate the fair value of stock options and warrants issued. The estimated life of the stock options and warrants at the grant date is based on the legal life of the equity instruments and the expected exercise pattern of the holders. The expected volatility used to calculate the grant date fair value is estimated taking into account the historical volatility of similar companies’ share prices over the expected term of the stock options and warrants granted.

Accounting standards issued but not yet applied

The Company has reviewed new and revised accounting pronouncements that have been issued but are not yet effective. In the current circumstances, it does not expect any of these to have a material impact on the financial statements.

Meteorite Capital Inc. Notes to the Condensed Interim Financial Statements As at September 30, 2022 and 2021 (Unaudited – Expressed in Canadian dollars)

4. Investment in short-term GIC

On March 20, 2019, the Company invested in a short-term GIC in the amount of $625,000, earning interest at a rate of prime less 2.1% and maturing on March 20, 2020. Upon maturity, the remaining balance of $616,060 including interest and net of partial redemptions was reinvested in a new one-year short-term GIC earning interest at a rate of 1.35% per annum. During the period from the reinvestment on March 20, 2020 to December 31, 2020, the Company partially redeemed $398,940 of the shortterm GIC, of which $225,000 was advanced to Sparkit Media Inc. (“Sparkit”) against delivery of a promissory note (Note 6). Upon maturity on March 22, 2021, the remaining balance of $200,129 including interest and net of partial redemptions was reinvested in a new one-year short-term GIC earning interest at a rate of 0.3% per annum. During the period from the reinvestment on March 22, 2021 to March 22, 2022, the Company partially redeemed $42,500 of the short-term GIC. Upon maturity, the remaining balance of $158,102 including interest and net of partial redemptions was reinvested in a new one-year short-term GIC earning interest at a rate of 1% per annum. During the period from the reinvestment on March 22, 2022 to September 30, 2022, the Company partially redeemed $45,000 of the short-term GIC to pay outstanding professional and listing fees.

The Company earned interest income of $285 and $896 for the three and nine-month periods ended September 30, 2022 (September 30, 2021, $131 and $3,373).

5. Qualifying Transaction

On May 19, 2020, the Company announced that it had signed a binding letter agreement (the “Agreement”) with Sparkit, a privately held corporation existing under the laws of British Columbia, which outlined the general terms and conditions pursuant to which the Company and Sparkit had agreed to complete a transaction that will result in a reverse take-over of the Company by the shareholders of Sparkit (the “Transaction”). The Agreement was negotiated at arm’s length and was effective as of May 18, 2021. Concurrently with the Transaction, the Company had also intended to conduct a brokered private placement offering of common share units for gross proceeds to the Company of a minimum of $1,755,000 and a maximum of $2,250,000 (the “Offering”), in accordance with the policies of the Exchange.

On February 26, 2021, the Company publicly announced that it terminated the proposed Qualifying Transaction with Sparkit. On November 1, 2022, the Company announced that it had signed a new binding letter agreement with another corporation to complete its Qualifying Transaction (Note 11).

6. Loan receivable

Interest and principal were payable on the maturity date. As a result of these overdue payments, as well as the termination of the Qualifying Transaction (Note 5) and other factors considered by management, the entire amount of the loan receivable was reflected as an increase in credit risk and considered credit-impaired. As at December 31, 2021, the Company had recognized provisions for expected credit losses totaling $231,901 in Stage 3 related to this loan. No additional expected credit losses were recognized during the 9-month period ended September 30, 2022.

7. Financial instruments and risk management

Capital risk management

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern and ensure sufficient liquidity in order to complete a Qualifying Transaction so that it can provide adequate returns for shareholders. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company’s management to sustain future development of the business. The Company defines capital as total equity. The Company is not subject to any externally imposed capital requirements.

Meteorite Capital Inc. Notes to the Condensed Interim Financial Statements As at September 30, 2022 and 2021 (Unaudited – Expressed in Canadian dollars)

7. Financial instruments and risk management (continued from previous page)

Fair values

At September 30, 2022, the Company's financial instruments consist of cash, investment in short-term GIC, loan receivable and accounts payable and accrued liabilities. The fair values of these financial instruments approximate their carrying values due to the relatively short-term maturity of these instruments.

The Company is exposed in varying degrees to a number of risks arising from financial instruments. Management’s involvement in the operations allows for the identification of risks and variances from expectations. The Company does not participate in the use of financial instruments to mitigate these risks. The Board approves the risk management processes. The Board’s main objectives for managing risks are to ensure liquidity, the fulfillment of obligations, the continuation of the Company’s search for a Qualifying Transaction, and limited exposure to credit and market risks.

The types of risk exposure and the way in which such exposures are managed are as follows:

Credit risk

Credit risk is the risk of loss if a third party to a financial instrument fails to meet its commercial obligations. The Company attempts to reduce such exposure by investing in low risk investments and depositing cash with a Canadian chartered bank. The Company is exposed to credit risk on the loan receivable and as a result of the overdue payments by the counterparty and termination of the Qualifying Transaction (Note 5), as well as other factors considered by management, the full loan balance is considered credit-impaired and has been fully provided for.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. Accounts payable and accrued liabilities generally have contractual maturities of less than 30 days and are subject to normal trade terms. The Company manages liquidity risk by maintaining a positive working capital position and sufficient cash balances to enable settlement of transactions on the due date. The ability to do this relies on the Company raising equity financing in a timely manner and by maintaining sufficient cash in excess of anticipated needs.

Market risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates and commodity and equity prices. The Company is exposed to interest rate risk to the extent that the cash maintained at the financial institution is subject to a floating rate of interest. The interest rate risks on cash and on the Company’s obligations are not considered significant. During the nine-month period ended September 30, 2022, the Company’s short-term GIC matured and was re-invested in a new fixed rate short-term GIC. The loan receivable also carries interest at a fixed interest rate.

As at September 30, 2022, the Company did not have any accounts in foreign currencies and was not exposed to foreign currency risk.

8. Share capital

a) Authorized share capital

The authorized share capital consists of an unlimited number of common shares. The common shares do not have a par value. All issued shares are fully paid.

Meteorite Capital Inc. Notes to the Condensed Interim Financial Statements As at September 30, 2022 and 2021 (Unaudited – Expressed in Canadian dollars)

Share Capital (continued from previous page)
b) Common shares issued

	*Number of common*	*Amount*
	*shares*	$
Shares issuance – founder shares	2,065,000	154,875
Shares issuance – public offering	5,000,000	621,358
Balance,December 31,2021	7,065,000	776,233
Balance,September 30,2022	7,065,000	776,233

c) Basic and diluted loss per share is calculated as follows:

	*2022*		2021
	*Three-months*	*Nine-months*	Three-months	Nine-months
Net loss and comprehensive loss for the period	$(3,347)	$(39,375)	$(2,908)	$(345,406)
Weighted average shares outstanding
(including contingently issuable shares)	7,065,000	7,065,000	7,065,000	7,065,000
Loss per share, basic and fully diluted (i)	$(0.00)	$(0.01)	$(0.00)	$(0.05)

(i) Diluted loss did not include the effect of options and warrants for the periods ended September 30, 2022 and 2021, as they are anti-dilutive

d) Stock options issued

The Company has adopted a stock option plan which provides that the Board of Directors may, from time to time, in its discretion and in accordance with the Exchange requirements, grant to directors, officers and technical consultants of the Company, non-transferable options to purchase common shares, provided that the number of common shares reserved for issuance will not exceed 10% of the total issued and outstanding common shares of the Company, for a period of up to five years from the date of the grant. The number of common shares reserved for issuance to any individual director or officer of the Company will not exceed 5% of the issued and outstanding common shares and the number of common shares reserved for issuance to all technical consultants, if any, will not exceed 2% of the issued and outstanding common shares. The options may be exercised the earlier of the completion of the Qualifying Transaction and 24 months from the date the Company’s shares were listed for trading on the Exchange. It is at this time that the options will vest in full.

The Company obtained shareholder approval at its annual general and special meeting of shareholders on June 18, 2021 to amend the Company’s Stock Option Plan to enable the Company to reserve for issuance as options a total number of common shares of the Company up to 10% of the shares issued and outstanding as at the date of grant of such options, rather than 10% of the shares issued and outstanding as at the date of the Company’s initial public offering.

The following is a summary of option transactions under the stock option plan for the relevant periods:

		*September 30, 2022*		December 31, 2021
	*Number of*	*Weighted average*	Number of	Weighted average
	*options*	*exerciseprice*	options	exerciseprice
Balance, beginning of year	565,200	$0.15	565,200	$0.15
Balance, end ofperiod	565,200	$0.15	565,200	$0.15
Options exercisable	-	-	-	-

Meteorite Capital Inc. Notes to the Condensed Interim Financial Statements As at September 30, 2022 and 2021 (Unaudited – Expressed in Canadian dollars)

8. Share Capital (continued from previous page)

The options outstanding have a five-year term and expire on September 17, 2023 and vest at the earlier of the events listed above. During the three and nine-month periods ended September 30, 2022, no expenses (September 30, 2021 - $NIL and $NIL) related to stock-based compensation costs have been recorded and presented separately in the condensed interim statements of loss and comprehensive loss.

9. Related party transactions

Related parties include the Board of Directors, the President, the Chief Financial Officer, close family members and enterprises which are controlled by these individuals as well as persons performing similar functions.

During the three and nine-month periods ended September 30, 2022, a law firm of which an officer, director and shareholder of the Company is a partner, provided legal services in the amount of $NIL and $9,018 (September 30, 2021 - $321 and $12,763). As at September 30, 2022, accounts payable and accrued liabilities include an amount of $24,540 (December 31, 2021 - $30,522) related to legal services.

10. Comparative Figures

Certain of the comparative figures have been reclassified to conform to the presentation adopted in the current fiscal period.

11. Subsequent Events

(i) On October 7, 2022, the Company partially redeemed $10,000 of its short-term GIC and the remaining balance of $103,718 was reinvested in a new short-term GIC.
(ii) On November 1, 2022, the Company announced that it has signed a binding letter agreement (the “Letter Agreement”) with Kobo Resources Inc. (“Kobo”), a privately held corporation existing under the laws of Québec, which outlines the general terms and conditions pursuant to which the Company and Kobo have agreed to complete a transaction that will result in a reverse take-over of the Company by the shareholders of Kobo (the “Transaction”). The Letter Agreement was negotiated at arm’s length and is effective as of November 1, 2022.

The Transaction is then expected to proceed by way of a three-cornered amalgamation to which Kobo shall amalgamate with a wholly-owned subsidiary of the Company, and the Company will acquire all of the issued and outstanding common shares of Kobo, in exchange for the Company’s common shares such that Kobo will be a wholly-owned subsidiary of the Company as it exists following the completion of the Transaction (the “Resulting Issuer”). As of the date hereof, the final valuation of Kobo and of the Resulting Issuer have not been finalized. At this stage, the parties have agreed that the valuation of the Company shall be $282,600 at $0.04/per share following a reverse split on a fivefor-one basis. However, provided that Meteorite is successful in recuperating some of the advances made to Sparkit, the Company may be able to increase its pre-RTO Transaction value. The valuation of Kobo will be subject to an ongoing private placement currently being conducted by Kobo, priced at $0.20 per share (“Private Placement I”) and the final pricing of Private Placement II (as defined below) and the policies of the TSXV. The current estimate of the pre-money value of Kobo (as of October 31, 2022), is $11,469,200 on a fully-diluted basis (outstanding Kobo Shares, options and warrants but excluding the ongoing Private Placement I).

It is anticipated that a private placement with aggregated gross proceeds of no less than $3,000,000 (“Private Placement II” and together with Private Placement I, collectively the “Private Placements”) will be undertaken by Kobo to be completed on or prior to the closing of the Transaction whereby securities of Kobo will be issued at a price to be determined by the parties hereto and any investment dealers assisting in the financing based on market conditions and in compliance with the applicable securities laws and policies of the TSXV. The final pricing, the type of securities to be issued including, without limitation, subscription receipts, the amount of Private Placement II as well as the terms and conditions shall be satisfactory to the parties hereto and all documentation in connection therewith shall be satisfactory to the respective legal counsels of Kobo and Meteorite. It is expected that, upon completion of Private Placement II, the funds raised will be used as follows: (i) approximately $1,500,000 for exploration on the Kossou Permit (ii) approximately $600,000 for exploration on the Bongouanou Permit, and (iii) the balance of approximately $900,000 for operating and general corporate expenses, including those related to the Transaction.

Meteorite Capital Inc. Financial Statements December 31, 2021 and 2020

Meteorite Capital Inc. Contents For the year ending December 31, 2021 and 2020

Page	Page
Independent Auditor’s Report
Financial Statements
Statements of Financial Position ............................................................................................................................................	1
Statements of Loss and Comprehensive Loss .......................................................................................................................	2
Statements of Changes in Shareholders’ Equity ....................................................................................................................	3
Statements of Cash Flows ......................................................................................................................................................	4
Notes to the Financial Statements..........................................................................................................................................	5

Independent Auditor's Report

==> picture [103 x 33] intentionally omitted <==

To the Shareholders of Meteorite Capital Inc.:

Opinion

We have audited the financial statements of Meteorite Capital Inc. (the "Company"), which comprise the statements of financial position as at December 31, 2021 and December 31, 2020, and the statements of loss and comprehensive loss, changes in shareholders' equity and cash flows for the years then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2021 and December 31, 2020, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards.

Basis for Opinion

We conducted our audits in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audits of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 1 in the financial statements, which indicates that the company incurred a net loss during the year ended December 31, 2021 and as of that date, the Company had an accumulated deficit. As stated in Note 1, these events or conditions, along with other matters as set forth in Note 1, indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Other Information

Management is responsible for the other information. The other information comprises Management’s Discussion and Analysis.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audits of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audits or otherwise appears to be materially misstated. We obtained Management’s Discussion and Analysis prior to the date of this auditor’s report. If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

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

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

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company’s financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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

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

The engagement partner on the audit resulting in this independent auditor's report is Jo-Ann Lempert.

Montréal, Québec

May 2, 2022

==> picture [121 x 29] intentionally omitted <==

1 FCPA auditor, FCA, public accountancy permit no. A122514

Meteorite Capital Inc. Statements of Financial Position

(Expressed in Canadian dollars) As at

	*December 31,*	December 31,
	*2021*	2020
Assets
Current assets
Cash	2,254	12,142
Investment in short-term GIC_(Note 4)_	173,036	226,060
Deferred share issue costs	-	183,640
Loan receivable_(Note 6)_	-	173,926
Total assets	175,290	595,768
Liabilities and Shareholders’ Equity
Current liabilities
Accountspayable and accrued liabilities_(Note 9)_	47,269	92,917
Total liabilities	47,269	92,917
Shareholders’ Equity
Share capital_(Note 8)_	776,233	776,233
Contributed surplus_(Note 8)_	51,760	51,760
Warrants_(Note 8)_	-	-
Deficit	(699,972)	(325,142)
Total shareholders’ equity	128,021	502,851
Total shareholders’ equity and liabilities	175,290	595,768

Nature of operations ( Note 1 )

Approved on behalf of the Board

“signed” “signed” Ivan Spector Richard Yanofsky Director Director

The accompanying notes are an integral part of these Financial Statements

Meteorite Capital Inc. Statements of Loss and Comprehensive Loss For the years ended December 31, 2021 and 2020 (Expressed in Canadian dollars)

	*2021*	*2020*
Interest income	18,991	19,980
Expenses
Impairment loss_(Note 6)_	189,413	57,975
Professional fees_(Note 9)_	182,921	52,899
Stock based compensation_(Note 8)_	-	18,481
Listing fees	20,177	5,979
Investor relations	1,093	1,950
Transaction costs	-	575
Bank charges	125	98
Taxes and licenses	92	-
Total expenses	393,821	137,957
Net loss and comprehensive loss	(374,830)	(117,977)
*Basic and fully diluted lossper share(Note 8(c))***	(0.05)	(0.02)

The accompanying notes are an integral part of these Financial Statements

Meteorite Capital Inc. Statements of Changes in Shareholders’ Equity For the years ended December 31, 2021 and 2020 (Expressed in Canadian dollars)

*Number of* *shares* *Share* *Capital*	*Contributed* *Surplus* *Warrants*	*Deficit* *Total* *equity*
Balance – January 1, 2021 7,065,000 776,233 Stock-based compensation - - Netloss and comprehensiveloss - -	51,760 - - - - -	(325,142) 502,851 - - (374,830) (374,830)
Balance – December 31, 2021 7,065,000 776,233	51,760 -	(699,972) 128,021

Number of shares Share _Capital _	Contributed Surplus Warrants	Deficit Total equity
Balance – January 1, 2020 7,065,000 776,233 Stock-based compensation - - Expiry of warrants - - Netloss and comprehensiveloss - -	33,279 39,874 18,481 - - (39,874) - -	(247,039) 602,347 - 18,481 39,874 - (117,977) (117,977)
Balance – December 31,2020 7,065,000 776,233	51,760 -	(325,142) 502,851

The accompanying notes are an integral part of these Financial Statements

Meteorite Capital Inc. Statements of Cash Flows For the years ended December 31, 2021 and 2020 (Expressed in Canadian dollars)

	*2021*	2020
Cash flows (used in) provided by
Operating activities
Net loss	(374,830)	(117,977)
Adjustments for
Impairment loss	189,413	57,975
Stock-based compensation	-	18,481
Accrued interest on short-term GIC	(407)	-
Accrued interest on loan receivable_(Note 6)_	(15,487)	(6,901)
Deferred share issue costs	183,640
Net change in non-cash working capital items
Accountspayable and accrued liabilities	(45,648)	73,167
	(63,319)	24,745
Investing activities
Investment in short-term GIC_(Note 4)_	(200,129)	(616,060)
Proceeds from partial redemption of GIC_(Note 4)_	253,560	1,010,000
Issuance of loan_(Note 6)_	-	(225,000)
	53,431	168,940
Financing activities
Deferred share issue costs	-	(183,640)
	-	(183,640)
Net changes in cash	(9,888)	10,045
Cash and cash equivalents,beginningofyear	12,142	2,097
Cash and cash equivalents, end ofyear	2,254	12,142
Supplemental disclosure of cash flow information
Interest received	$3,504	$13,079

The accompanying notes are an integral part of these Financial Statements

Meteorite Capital Inc. Notes to the Financial Statements As at December 31, 2021 and 2020 (Expressed in Canadian dollars)

1. Nature of operations

Meteorite Capital Inc. ("the Company") was incorporated pursuant to the provisions of the Canada Business Corporations Act on April 27, 2018. The Company carries on business as a “Capital Pool Corporation” (“CPC”), as such term is defined in TSX Venture Exchange Inc. (the “Exchange” or the “TSX-V”) Policy 2.4 - Capital Pool Companies ("Policy 2.4"). The Company's principal purpose is the identification, evaluation and acquisition of assets, properties or businesses or participation therein subject, in certain cases, to shareholder approval and acceptance by the Exchange. The Company’s registered head office address is 1 Place Ville Marie, Suite 3900, Montreal, Québec H3B 4M7.

(i) Ratifying certain amendments to the Company’s stock option plan;
(ii) Removing the consequences associated with the Company not completing a Qualifying Transaction within 24 months of its listing date; and
(iii) Authorizing the Company to make certain amendments to the Company’s escrow agreement.

The Company has generated a net loss and comprehensive loss of $374,830 during the year ended December 31, 2021 and has accumulated a deficit in the amount of $699,972 and expects to incur further losses in the development of its business, all of which indicate the existence of a material uncertainty which may cast significant doubt about the soundness of the going concern assumption.

During the year, the evolving response to the COVID-19 pandemic by the federal and provincial governments in Canada includes continuing and new emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and physical distancing, have caused significant disruption to businesses in Canada and globally, resulting in an economic slowdown. Global capital markets have also experienced significant volatility and weakness. Governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions. The duration and impact of the COVID 19 outbreak is still unknown at this time, as is the efficacy of the government and central bank interventions. It is not possible to reliably estimate the length and severity of these developments and the impact on the financial results, condition and business plans of the Company in future periods.

2. Basis of presentation

These financial statements are prepared by the Company in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board (“IASB”). They have been prepared under the assumption that the Company operates as a going concern and have been prepared on an accrual basis and under historical cost except for certain financial instruments measured at fair value. Furthermore, these financial statements are presented in Canadian dollars which is the functional currency of the Company.

These Financial Statements for the year ended December 31, 2021 were authorized for issue by the Board of Directors on April 29, 2022.

Meteorite Capital Inc. Notes to the Financial Statements As at December 31, 2021 and 2020 (Expressed in Canadian dollars)

3. Significant accounting policies

Cash

Cash is comprised of cash held with a Canadian chartered bank and funds held in trust.

Financial assets and financial liabilities

The Company’s financial assets are cash, investment in short-term GIC and loan receivable. Cash and investment in shortterm GIC are classified and measured at fair value and the loan receivable is classified and measured at amortized cost.

The Company recognizes a loss allowance for the expected credit losses associated with its financial assets, other than financial assets measured at fair value through profit or loss. Expected credit losses are measured to reflect a probabilityweighted amount, the time value of money, and reasonable and supportable information regarding past events, current conditions and forecasts of future economic conditions. For financial assets measured at amortized cost, loss allowances for expected credit losses are presented in the statements of financial position as a deduction from the gross carrying amount of the financial asset. At December 31, 2021, the Company recorded a loss allowances of $189,413 on its loan receivable (Note 6) (December 31, 2020 - $57,975).

The Company’s financial liabilities are accounts payable and accrued liabilities which are classified and measured at amortized cost.

Level 1: Valuations based on quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 3: Valuations based on significant inputs that are not derived from observable market data, such as discounted cash flow methodologies based on internal cash flow forecasts.

The Company's financial instruments measured at fair value on the statements of financial position consist of cash and an investment in short-term GIC held in a Canadian chartered bank. Cash is measured at level 1 and the investment in short-term GIC is measured at level 2 of the fair value hierarchy.

Income taxes

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted, or substantively enacted, at the end of the reporting period, and any adjustment to tax payable in respect of previous years. Current tax assets and current tax liabilities are only offset if a legally enforceable right exists to set off the amounts, and the Company intends to settle on a net basis, or to realize the asset and settle the liability simultaneously.

Deferred tax is recognized in respect of all qualifying temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax is determined on a non-discounted basis using tax rates and laws that have been enacted or substantively enacted at the end of the reporting period and are expected to apply when the deferred tax asset or liability is settled. Deferred tax assets are recognized to the extent that it is probable that the assets can be recovered. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority.

Meteorite Capital Inc. Notes to the Financial Statements As at December 31, 2021 and 2020 (Expressed in Canadian dollars)

3. Significant accounting policies (Continued from previous page)

Deferred share issue costs

Share capital

Common shares are classified as equity. Transaction costs directly attributable to the issue of common shares are recognized as a deduction from share capital, net of any tax effects.

Stock-based compensation

The Company grants stock options to purchase common shares of the Company to directors and officers. The Board of Directors grants such options for periods up to five years, with vesting periods determined at its sole discretion. The fair value of the options is measured at the grant date, using the Black-Scholes option pricing model, and is recognized over the vesting period that the options are earned. The fair value is determined using the Company’s share price on the date of the grant and is recognized as an expense with a corresponding increase in contributed surplus. The amount recognized as an expense is adjusted to reflect the number of options expected to vest. Where the terms of a stock option are modified, the minimum expense recognized is the expense as if the terms had not been modified. Cancellations of options are accounted for as an acceleration of vesting. An additional expense is recognized for any modifications which increases the total fair value of the stock-based compensation arrangement, or is otherwise beneficial to the holder as measured at the date of modification over the remaining vesting period. If and when the stock options are exercised, the applicable fair value amounts charged to contributed surplus will be transferred to share capital.

Warrants

Functional currency

The Company’s functional and presentation currency is the Canadian dollar, which represents the currency that is the primary economic environment of the Company.

Use of estimates, assumptions and judgments

The preparation of financial statements in conformity with IFRS requires the Company’s management to make judgments, estimates and assumptions about future events that affect the amounts reported in the financial statements and related notes to the financial statements. Although these estimates are based on management’s best knowledge of the amount, event or actions, actual results may differ from those estimates.

The following areas require management’s critical estimates:

Stock based compensation

Expected credit losses

Meteorite Capital Inc. Notes to the Financial Statements As at December 31, 2021 and 2020 (Expressed in Canadian dollars)

3. Significant accounting policies (Continued from previous page)

Accounting standards issued but not yet applied

4. Investment in short-term GIC

On March 20, 2019, the Company invested in a short-term GIC in the amount of $625,000, earning interest at a rate of prime less 2.1% and maturing on March 20, 2020. Upon maturity, the remaining balance of $616,060 including interest and net of partial redemptions was reinvested in a new one-year short-term GIC earning interest at a rate of 1.35% per annum. During the period from the reinvestment on March 20, 2020 to December 31, 2020, the Company partially redeemed $398,940 of the short-term GIC, of which $225,000 was advanced to Sparkit Media Inc. (“Sparkit”) against delivery of a promissory note (Note 6). Upon maturity on March 22, 2021, the remaining balance of $200,129 including interest and net of partial redemptions was reinvested in a new one-year short-term GIC earning interest at a rate of 0.3% per annum. During the period from the reinvestment on March 22, 2021 to December 31, 2021, the Company partially redeemed $27,500 of the short-term GIC.

The Company earned interest income of $3,504 for the year ended December 31, 2021 (December 31, 2020 - $13,079).

5. Qualifying Transaction

On May 19, 2020, the Company announced that it had signed a binding letter agreement (the “Letter Agreement”) with Sparkit, a privately held corporation existing under the laws of British Columbia, which outlined the general terms and conditions pursuant to which the Company and Sparkit had agreed to complete a transaction that will result in a reverse take-over of the Company by the shareholders of Sparkit (the “Transaction”). The Letter Agreement was negotiated at arm’s length and was effective as of May 18, 2021. Concurrently with the Transaction, the Company had also intended to conduct a brokered private placement offering of common share units for gross proceeds to the Company of a minimum of $1,755,000 and a maximum of $2,250,000 (the “Offering”), in accordance with the policies of the Exchange.

On February 26, 2021, the Company publicly announced that it terminated the proposed Qualifying Transaction with Sparkit. The Company also announced that it was evaluating alternative acquisition opportunities with a view to completing its Qualifying Transaction.

6. Loan receivable

During the year ended December 31, 2020, the Company advanced $225,000 to Sparkit against delivery of a promissory note followed by a signed loan agreement from Sparkit. The loan bears interest at an annual rate of 6.5%, calculated and accrued monthly, is secured by a first charge on all of Sparkit’s assets and matured on October 15, 2020 (initially amended on June 30, 2020 to extend the initial maturity date of June 30, 2020 to August 31, 2020 and re-amended on August 13, 2020 to a maturity date of October 15, 2020). As part of the amendment signed on August 13, 2020, the Company had agreed to advance an additional loan in the principal amount of up to $100,000, which would result in an aggregate secured loan of $225,000 with the additional loan amounts advanced prior to year-end. Sparkit had granted to the Company a security interest on all of its assets.

Interest and principal were payable on the maturity date. As a result of these overdue payments, as well as the termination of the Qualifying Transaction (Note 5) and other factors considered by management, the entire amount of the loan receivable was reflected as an increase in credit risk and an amount of $189,413 has been recorded as an expected credit loss in the statement of loss and comprehensive loss (December 31, 2020 - $57,975).

During the year ended December 31, 2021, the Company recorded interest income of $15,487 (December 31, 2020 - $6,901).

Meteorite Capital Inc. Notes to the Financial Statements As at December 31, 2021 and 2020 (Expressed in Canadian dollars)

7. Financial instruments and risk management

Capital risk management

Fair values

At December 31, 2021, the Company's financial instruments consist of cash, investment in short-term GIC, loan receivable and accounts payable and accrued liabilities. The fair values of these financial instruments approximate their carrying values due to the relatively short-term maturity of these instruments.

The types of risk exposure and the way in which such exposures are managed are as follows:

Credit risk

Credit risk is the risk of loss if a third party to a financial instrument fails to meet its commercial obligations. The Company attempts to reduce such exposure by investing in low risk investments and depositing cash with a Canadian chartered bank. The Company is exposed to credit risk on the loan receivable and as a result of the overdue payments by the counterparty and termination of the Qualifying Transaction (Note 5), as well as other factors considered by management, an expected credit loss of $189,413 has been charged to earnings in the current year (2020-$57,975).

Liquidity risk

Market risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates and commodity and equity prices. The Company is exposed to interest rate risk to the extent that the cash maintained at the financial institution is subject to a floating rate of interest. The interest rate risks on cash and on the Company’s obligations are not considered significant. During the year ended December 31, 2021, the Company’s short-term GIC matured and was reinvested in a new fixed rate short-term GIC. The loan receivable also carries interest at a fixed interest rate.

As at December 31, 2021, the Company did not have any accounts in foreign currencies and was not exposed to foreign currency risk.

8. Share capital

a) Authorized share capital

The authorized share capital consists of an unlimited number of common shares. The common shares do not have a par value. All issued shares are fully paid.

Meteorite Capital Inc. Notes to the Financial Statements As at December 31, 2021 and 2020 (Expressed in Canadian dollars)

8. Share capital (Continued from previous page)

b) Common shares issued

	*Number of*	*Amount*
	*common shares*	$
Shares issuance – founder shares	2,065,000	154,875
Shares issuance –public offering	5,000,000	621,358
Balance, December 31, 2020	7,065,000	776,233
Balance,December 31,2021	7,065,000	776,233
Basic and diluted earnings per share for the year
	*2021*	*2020*
Net loss and comprehensive loss for the year	(374,830)	117,977
Weighted average shares outstanding (including
contingentlyissuable shares)	7,065,000	7,065,000
Lossper share,basic and fullydiluted(i)	$(0.05)	$(0.02)

c) Basic and diluted earnings per share for the year

(i) Diluted loss did not include the effect of options and warrants as they are anti-dilutive.

d) Stock options issued

The following is a summary of option transactions under the stock option plan for the relevant periods:

		*December 31, 2021*		December 31, 2020
	*Number of*	*Weighted average*	Number of	Weighted average
	*options*	*exerciseprice*	options	exerciseprice
Balance, beginning of year	565,200	$0.15	565,200	$0.15
Forfeited	-	-	-	-
Balance, end ofperiod	565,200	$0.15	565,200	$0.15
Options exercisable	-	-	-	-

Meteorite Capital Inc. Notes to the Financial Statements As at December 31, 2021 and 2020 (Expressed in Canadian dollars)

8. Share capital (Continued from previous page)

The options outstanding have a five-year term and expire on September 17, 2023 and vest at the earlier of the events listed above. During the year ended December 31, 2021, expenses of $NIL (2020 - $18,481) related to stock-based compensation costs has been recorded and presented separately in the statements of loss and comprehensive loss.

9. Related party transactions

During the year ended December 31, 2021, a law firm of which an officer, director and shareholder of the Company is a partner, provided legal services in the amount of $12,764 (December 31, 2020 - $111,731), of which $NIL related to the anticipated brokered private placement offering (Note 5) and had been recorded within deferred share issue costs). As at December 31, 2021, accounts payable and accrued liabilities include an amount of $30,522 (December 31, 2020 - $67,335) related to legal services.

10. Income taxes

The recovery of income taxes attributable to the loss before taxes differs from the amounts computed by applying the combined federal and provincial tax rate of 26.5% (2020 - 26.5%) as a result of the following:

	*2021*	*2020*
Loss before income taxes	(374,830)	(117,977)
Combined federal and provincial tax rates	26.5%	26.50%
Income tax recovery using statutory tax rates	(99,330)	(31,264)
Taxbenefitsnotrecognised	99,330	31,264
	-	-

Unrecognized deductible temporary differences consist of the following:

	*2021*	*2019*
Non-capital losses carried-forward	695,436	360,826
Share issue costs	23,444	41,198
	718,880	402,024

‑ At December 31, 2021, the Company had non capital loss carry forwards available to reduce future years' income for tax ‑ purposes. The non capital losses will expire as follows:

	*Federal*	*Provincial*
2038	166,514	166,514
2039	77,063	77,063
2040	262,446	153,978
	506,023	397,554

Meteorite Capital Inc. Notes to the Financial Statements As at December 31, 2021 and 2020 (Expressed in Canadian dollars)

11. Subsequent events

i) On March 22, 2022, the Company’s short-term GIC matured and was reinvested in a new one-year short-term GIC earning interest at a rate of 1.00% per annum.

APPENDIX “ B ” METEORITE MD&A

(See attached )

METEORITE CAPITAL INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

November 25, 2022

The following management's discussion and analysis (" MD&A ") of the operations, results, and financial position of Meteorite Capital Inc. (" Meteorite " or the “ Company ”), dated November 25, 2022 covers the period ending September 30, 2022 and should be read in conjunction with the unaudited condensed interim financial statements of the Company and the notes thereto for the same period, which were prepared in accordance with International Financial Reporting Standards (“ IFRS ”). The MD&A supplements, but does not form part of the condensed interim financial statements. Management is responsible for the preparation of the interim financial statements and the MD&A for the period ending September 30, 2022. Additional information on the Company is also available on SEDAR at www.sedar.com.

Where we say "we", "us", "our", or the "Company" we mean Meteorite unless otherwise indicated. All amounts are presented in Canadian dollars unless otherwise indicated.

Description of Business:

The Company was incorporated as a private company by Certificate of Incorporation issued pursuant to the provisions of Canada Business Corporations Act on April 27, 2018. The Company completed its initial public offering (“ IPO ”) of 5,000,000 common shares for gross proceeds of $750,000 on September 28, 2018. The Company’s common shares were listed on the TSX Venture Exchange (“ TSX-V ” or the “ Exchange ”) on October 12, 2018 and commenced trading on the TSX-V on the same day under the symbol “MTR.P”.

The Company was listed as a Capital Pool Company (“ CPC ”) as defined in TSX-V Policy 2.4. The principal business of the Company is the identification and evaluation of assets or a business with a view to completing a qualifying transaction (“ Qualifying Transaction ”) as defined under TSX-V Policy 2.4.

Forward-looking statements

Certain statements contained in this MD&A may constitute forward-looking statements. These statements relate to future events or the Company's future performance. All statements, other than statements of historical fact, may be forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", 'plan", "continue", "estimate", "expect", "may", "will", "project", "predict", "propose", "potential", "targeting", "intend", "could", "might", "should", "believe" and similar expressions. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. The Company believes that the expectations reflected in those forward-looking statements are reasonable but no assurance can be given that those expectations will prove to be correct and such forwardlooking statements included in this MD&A should not be unduly relied upon by investors as actual results may vary. These statements speak only as of the date of this MD&A and are expressly qualified, in their entirety, by this cautionary statement.

With respect to forward-looking statements above and otherwise contained in this MD&A, the Company has made assumptions regarding, among other things:

 the legislative and regulatory environment;
the impact of increasing competition;
ability to obtain regulatory and shareholder approvals; and
the Company’s ability to obtain additional financing on satisfactory terms.

The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of the risk factors set forth below:

volatility in the market conditions;
incorrect assessments of the value of acquisitions;
due diligence reviews; and
competition for suitable acquisitions.

Overall Performance

Meteorite is classified as a CPC for the purposes of the policies of the Exchange. As a result, the Company's current business is to identify and evaluate businesses and assets with a view to completing a Qualifying Transaction. Any proposed Qualifying Transaction must be accepted by the Exchange and in the case of a non-arm's length Qualifying Transaction, is also subject to "majority of the minority approval" in accordance with Policy 2.4 of the Exchange.

Subsequent to quarter-end on November 1, 2022, the Company signed a binding letter agreement to complete its Qualifying Transaction. See "Subsequent Events" section.

Results of Operations

As of September 30, 2022, the Company had no operations other than evaluating acquisition opportunities with a view to completing a qualifying transaction.

For the nine-month period ended September 30, 2022, Meteorite earned interest income of $285 and $896 (September 30, 2021 - $131 and $3,373), incurred net losses and comprehensive losses of $3,347 and $39,375 (September 30, 2021 - $2,908 and $345,406) and incurred total operating expenses of $3,632 and $40,271 (September 30, 2021 - $3,039 and $348,779). These expenses are mainly related to professional fees, impairment losses, and listing fees.

Working capital as at September 30, 2022 was $88,646 compared to $128,021 as at December 31, 2021.

Selected Financial Information

A summary of selected financial information for the three and nine-month periods ended September 30, 2022 and 2021 is set out below:

	Three-months	Nine-months	Three-months	Nine-months
	ended	ended	ended	ended
	September 30,	September 30,	September 30,	September 30,
	2022	2022	2021	2021
Net loss and comprehensive loss	$(3,347)	$(39,375)	$(2,908)	$(345,406)
Basic and fully diluted loss per share	(0.00)	(0.01)	(0.00)	(0.05)
Total expenses	3,632	40,271	3,039	348,779
Total assets	118,933	118,933	184,343	184,343
Cash (used in) provided by operations	N/A	(56,357)	N/A	(78,859)
Long-term financial liabilities	Nil	Nil	Nil	Nil

For the three and nine-month periods ended September 30, 2022 and 2021, the Company reported no discontinued operations and declared no cash dividends.

Summary of Quarterly Results

	3	Months	3	Months	3	Months	3	Months	3 Months	3	Months	3 Months	3 Months
		Ended		Ended		Ended		Ended	Ended		Ended	Ended	Ended
		Sept 30		June 30		Mar 31		Dec 31	Sept 30		June 30	Mar 31	Dec 31
		2022		2022		2022		2021	2021		2021	2021	2020
Interest income	$	285	$	470	$	141	$	131	140	$	164	$ 3,069	$ 4,292
Impairment loss		-		-		-		-	-		-	173,926	57,975
Professional fees		3,518		22,422		2,874		17,956	2,349		16,228	146,388	21,297
Listing fees		-		10,635		-		11,497	575		7,415	690	(11,498)
Investor relations		91		660		-		81	-		1,012	-	499
Transaction costs		-		-		-		-	-		-	-	-
Taxes and licenses		-		-		-		-	92
Bank charges and
interest		23		28		20		21	23		55	26	32
Net earnings (loss)
and comprehensive
earnings (loss)		(3,347)		(33,275)		(2,753)		(29,424)	(2,899)		(24,546)	(317,961)	(64,013)
Earnings (loss) per
share*		(0.00)		(0.00)		(0.00)		(0.00)	(0.00)		(0.00)	(0.05)	(0.01)

*does not include escrowed shares as they are contingently returnable.

This summary of quarterly results should be read in conjunction with the interim financial statements and notes included in the Company's unaudited interim financial statements as at September 30, 2022.

Discussion of Operations for the Three and Nine-Month Periods Ended September 30, 2022

Loss and comprehensive loss for the three and nine-month periods ended September 30, 2022 were $3,347 and $39,375 compared to $2,908 and $345,306 for the same periods in 2021. The increase in the net loss

of $439 and decrease of $306,031 were primarily due to an increase in professional fees of $1,169 for the 3-month period and a decrease of $136,151 for the nine-month period, and impairment losses of $nil and $173,926, respectively.

Transactions with Related Parties

Related parties include the Board of Directors, the president, the chief financial officer, close family members and enterprises which are controlled by these individuals as well as persons performing similar functions.

Outstanding Share Data

At the date of this MD&A, the following is a description of the outstanding equity securities and exercisable securities previously issued by the Company:

	Authorized	Description of Securities
Voting or equity securities	Unlimited common shares	7,065,000 common shares
issued and outstanding		(2,065,000 deposited in escrow)
Options issuances and	Up to a maximum of 10% of	565,200 options to acquire
outstanding	common shares outstanding	565,200 common shares
Warrants issued and	Agent option to acquire 500,000	500,000 warrants to acquire
outstanding	common shares	500,000 common shares

Financial Instruments and Risk Factors

The Company’s financial instruments consist of cash, investment in short-term GIC, loan receivable and accounts payable and accrued liabilities. The fair values of these financial instruments approximate their carrying values due to the relatively short-term maturity of these instruments. It is management's opinion that the Company is not exposed to significant interest, currency or liquidity risks arising from its financial instruments. The Company is exposed to significant credit risk on the loan receivable (see "Financial Risk Factors" section).

Liquidity and Capital Resources

As at September 30 2022, Meteorite had net working capital of $88,646 (December 31, 2021 - $128,021) comprised of cash and an investment in a short-term GIC offset by accounts payable and accrued liabilities. As a result, the Company is not exposed to significant liquidity risk, and has sufficient funds to meet its ongoing obligations and to meet its objective of completing a Qualifying Transaction. Meteorite does not generate revenue from operations and any significant improvements in working capital would result from the issuance of share capital.

The Company manages its capital structure and makes adjustments to it based on the funds available to the Company, in order to support the potential Qualifying Transaction. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company's management to sustain future development of the business. The Company defines capital to include its working capital position and total shareholders’ equity.

Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.

There were no changes in the Company's approach to capital management during the nine-month period ended September 30, 2022. In accordance with the TSX-V Policy 2.4 and until completion of a Qualifying Transaction, the Company will be subject to constraints related to the use of the funds obtained through the sale of its common shares.

Contractual Obligations

The Company has no long-term debt outstanding or contractual obligations.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

Financial Risk Factors

The Company’s risk exposures and the impact on the Company’s financial statements are summarized below.

Credit risk

Financial instruments that subject the Company to credit risk consist of cash, investment in short-term GIC and the loan receivable. The Company limits its exposure to credit loss by placing its cash and holding its GIC with a major financial institution. The Company is exposed to credit risk on the loan receivable and as a result of the overdue payments by the counterparty as well as other factors considered by management, the Company recognized a provision for expected credit losses totaling $231,901 related to this loan. No additional expected credit losses were recognized during the 9-month period ended September 30, 2022.

Liquidity risk

The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at September 30, 2022, the Company’s current assets exceeded its current liabilities. In order to meet future obligations as they become due, the Company may need to access funding from the issuance of equity securities, the exercise of stock options or through other sources. The Company’s access to financing is uncertain and there is no assurance of continued access to equity funding .

Market risk

Market risk is the risk of loss that may arise from changes in market factors such as foreign exchange rates and commodity and equity prices.

a) Foreign currency risk

The Company is exposed to foreign currency risk on fluctuations related to cash, receivables and accounts payable and accrued liabilities that are denominated in a foreign currency. As at September 30, 2022, the Company did not have any accounts in foreign currencies and considers foreign currency risk insignificant.

b) Price risk

Equity price risk is defined as the potential adverse impact on the Company’s earnings due to movements in individual equity prices or general movements in the level of the stock market. The Company closely monitors individual equity movements and the stock market to determine the appropriate course of action to be taken by the Company.

Critical Accounting policies and Estimates updated

Critical accounting estimates are those estimates that have a high degree of uncertainty and for which changes in those estimates could materially impact the Company's results.

Expected credit losses

Stock based compensation

Actual results could differ from those estimates.

Subsequent Events

(i) On October 7, 2022, the Company partially redeemed $10,000 of its short-term GIC and the remaining balance of $103,718 was reinvested in a new short-term GIC.
(ii) On November 1 , 2022, the Company announced that it has signed a binding letter agreement (the “Letter Agreement”) with Kobo Resources Inc. (“Kobo”), a privately held corporation existing under the laws of Québec, which outlines the general terms and conditions pursuant to which the Company and Kobo have agreed to complete a transaction that will result in a reverse takeover of the Company by the shareholders of Kobo (the “Transaction”). The Letter Agreement was negotiated at arm’s length and is effective as of November 1, 2022.
7 -

The Transaction is then expected to proceed by way of a three-cornered amalgamation to which Kobo shall amalgamate with a wholly-owned subsidiary of the Company, and the Company will acquire all of the issued and outstanding common shares of Kobo, in exchange for the Company’s common shares such that Kobo will be a wholly-owned subsidiary of the Company as it exists following the completion of the Transaction (the “Resulting Issuer”). As of the date hereof, the final valuation of Kobo and of the Resulting Issuer have not been finalized. At this stage, the parties have agreed that the valuation of the Company shall be $282,600 at $0.04/per share following a reverse split on a five-for-one basis. However, provided that Meteorite is successful in recuperating some of the advances made to Sparkit, the Company may be able to increase its pre-RTO Transaction value. The valuation of Kobo will be subject to an ongoing private placement currently being conducted by Kobo, priced at $0.20 per share (“Private Placement I”) and the final pricing of Private Placement II (as defined below) and the policies of the TSXV. The current estimate of the pre-money value of Kobo (as of October 31, 2022), is $11,469,200 on a fully-diluted basis (outstanding Kobo Shares, options and warrants but excluding the ongoing Private Placement I).

Additional Information

Additional information relating to the Company can be found on SEDAR at www.sedar.com.

METEORITE CAPITAL INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

April 29, 2022

The following management's discussion and analysis (" MD&A ") of the operations, results, and financial position of Meteorite Capital Inc. (" Meteorite " or the “ Company ”), dated April 29, 2022 covers the period ending December 31, 2021 and should be read in conjunction with the audited financial statements of the Company and the notes thereto for the periods ended December 31, 2021 and 2020, which were prepared in accordance with International Financial Reporting Standards (“ IFRS ”). The MD&A supplements but does not form part of the condensed interim financial statements. Management is responsible for the preparation of the financial statements and the MD&A for the period ending December 31, 2021. Additional information on the Company is also available on SEDAR at www.sedar.com.

Where we say "we", "us", "our", or the "Company" we mean Meteorite unless otherwise indicated. All amounts are presented in Canadian dollars unless otherwise indicated.

Description of Business:

Forward-looking statements

Certain statements contained in this MD&A may constitute forward-looking statements. These statements relate to future events or the Company's future performance. All statements, other than statements of historical fact, may be forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", 'plan", "continue", "estimate", "expect", "may", "will", "project", "predict", "propose", "potential", "targeting", "intend", "could", "might", "should", "believe" and similar expressions. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forwardlooking statements. The Company believes that the expectations reflected in those forward-looking statements are reasonable but no assurance can be given that those expectations will prove to be correct and such forward-looking statements included in this MD&A should not be unduly relied upon by investors as actual results may vary. These statements speak only as of the date of this MD&A and are expressly qualified, in their entirety, by this cautionary statement.

With respect to forward-looking statements above and otherwise contained in this MD&A, the Company has made assumptions regarding, among other things:

 the legislative and regulatory environment;
the impact of increasing competition;
ability to obtain regulatory and shareholder approvals; and
the Company’s ability to obtain additional financing on satisfactory terms.

The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of the risk factors set forth below:

volatility in the market conditions;
incorrect assessments of the value of acquisitions;
due diligence reviews; and
competition for suitable acquisitions.

Overall Performance

The Company is currently evaluating acquisition opportunities with a view to completing its Qualifying Transaction.

Results of Operations

As of December 31, 2021, the Company had no operations other than evaluating acquisition opportunities with a view to completing a qualifying transaction.

For the year ended December 31, 2021, Meteorite earned interest income of $18,991 (December 31, 2020 $19,980), incurred net losses and comprehensive losses of $374,830 (December 31, 2020 $117,977) and incurred total operating expenses of $393,821 (December 31, 2020 - $137,957). These expenses are mainly related to the recording of an impairment loss, professional fees, stock-based compensation, and listing fees. During the year ended December 31, 2021, $158,640 (December 31, 2020 - $NIL) of deferred share issue costs were expensed as professional fees.

Working capital as at December 31, 2021 was $128,021 compared to $502,851 as at December 31, 2020.

Selected Financial Information

A summary of selected financial information for the year ended December 31, 2021 and December 31, 2020 is set out below:

	December 31,	December 31,
	2021	2020
Net loss and comprehensive loss	$(374,830)	$(117,977)
Basic and fully diluted loss per share	(0.05)	(0.02)
Total expenses	393,821	137,957
Total assets	175,290	595,768
Cash (used in) provided by operations	(63,319)	24,745
Long-term financial liabilities	Nil	Nil

For the years ended December 31, 2021 and 2020, the Company reported no discontinued operations and declared no cash dividends.

During year ended December 31, 2021, $158,640 (December 31, 2020 - $NIL) of deferred share issue costs were expensed as professional fees.

Summary of Quarterly Results

	3 Months	3 Months	3 Months	3 Months	3 Months
	Ended	Ended	Ended	Ended	Ended	3 Months	3 Months	3 Months
	December	September	June 30	Mar 31	Dec 31	Ended	Ended	Ended
	31	30	2021	2021	2020	Sept 30	June 30	Mar 31
	2021	2021				2020	2020	2020
Interest income	$ 4,160	$ 4,063 $ 3,982		$ 6,786	$ 4,292	$ 3,364	$ 1,004	$ 11,320
Impairment loss	189,413	-	-	-	57,975	-	-	-
Professional fees	17,956	156,835	4,308	3,822	21,297	5,384	21,218	5,000
Stock-based
compensation	-	-	-	-	-	5,594	8,267	4,620
Listing fees	11,497	575	7,415	690	(11,498)	11,498	-	5,979
Investor relations	81	-	1,012	-	499	434	1,017	-
Transaction costs	-	-	-	-	-	-	575	-
Taxes and licenses	-	92	-	-	-	-	-	-
Bank charges and
interest	21	23	55	26	32	30	16	20
Net earnings (loss)
and comprehensive
earnings (loss)	(214,808)	(153,462)	(8,808)	2,248	(64,013)	(19,576)	(30,089)	(4,299)
Earnings (loss) per
share*	(0.05)	0.00	0.00	0.00	(0.01)	(0.00)	(0.00)	(0.00)

*does not include escrowed shares as they are contingently returnable.

This summary of quarterly results should be read in conjunction with the condensed interim financial statements and related notes included in the Company's financial statements as at December 31, 2021.

Discussion of Operations for the Year Ended December 31, 2021

Loss and comprehensive loss for the year ended December 31, 2021 was $374,830 compared to $117,977 for 2020. The increase in the loss by $256,853 is primarily due to an increase in professional fees of $130,022, an increase in impairment losses of $131,438, an increase in listing fees of $14,198 and a decrease in stock-based compensation of $18,481.

Discussion of Operations for the Three Months Ended December 31, 2021

For the three-month period ended December 31, 2021, net loss and comprehensive loss was $214,808, an increase of $150,795 compared to the same period in 2020. The increase of the loss is primarily due to the increase of the impairment loss $131,438, decrease in 2021 professional fees of $3,341 and an increase of listing fees of $22,995.

Transactions with Related Parties

Outstanding Share Data

At the date of this MD&A, the following is a description of the outstanding equity securities and exercisable securities previously issued by the Company:

	Authorized	Description of Securities
Voting or equity securities	Unlimited common shares	7,065,000 common shares
issued and outstanding		(2,065,000 deposited in escrow)
Options issuances and	Up to a maximum of 10% of	565,200 options to acquire
outstanding	common shares outstanding	565,200 common shares
Warrants issued and	Agent option to acquire 500,000	500,000 warrants to acquire
outstanding	common shares	500,000 common shares

Financial Instruments and Risk Factors

The Company’s financial instruments consist of cash, investment in short-term GIC and accounts payable and accrued liabilities. The fair values of these financial instruments approximate their carrying values due to the relatively short-term maturity of these instruments. It is management's opinion that the Company is not exposed to significant interest, currency, credit or liquidity risks arising from its financial instruments.

Liquidity and Capital Resources

As at December 31 2021, Meteorite had net working capital of $128,021 (December 31, 2020 - $502,851) comprised of cash, an investment in a short-term GIC and a loan receivable offset by accounts payable and accrued liabilities. As a result, the Company is not exposed to significant liquidity risk, and has sufficient funds to meet its ongoing obligations and to meet its objective of completing a Qualifying Transaction. Meteorite does not generate revenue from operations and any significant improvements in working capital would result from the issuance of share capital.

The Company manages its capital structure and makes adjustments to it based on the funds available to the Company, in order to support the potential of a Qualifying Transaction. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company's management to sustain future development of the business. The Company defines capital to include its working capital position and total shareholders’ equity.

Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.

There were no changes in the Company's approach to capital management during the year ended December 31, 2021. In accordance with the TSX-V Policy 2.4 and until completion of a Qualifying Transaction, the Company will be subject to constraints related to the use of the funds obtained through the sale of its common shares.

Contractual Obligations

The Company has no long-term debt outstanding or contractual obligations.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

Financial Risk Factors

The Company’s risk exposures and the impact on the Company’s financial statements are summarized below.

Credit risk

Financial instruments that potentially subject the Company to credit risk consist primarily of cash and investment in short-term GIC and the loan receivable. The Company limits its exposure to credit loss by placing its cash and holding its GIC with a major financial institution. The Company is exposed to credit risk on the loan receivable and as a result of the overdue payments by the counterparty as well as other factors considered by management, an expected credit loss of $189,413 was charged to earnings in the 2021 year (2020 - $57,975).

Liquidity risk

The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at December 31, 2021, the Company’s current assets exceeded its current liabilities. In order to meet future obligations as they become due, the Company may need to access

funding from the issuance of equity securities, the exercise of stock options or through other sources. The Company’s access to financing is uncertain and there is no assurance of continued access to equity funding .

Market risk

Market risk is the risk of loss that may arise from changes in market factors such as foreign exchange rates and commodity and equity prices.

a) Foreign currency risk

The Company is exposed to foreign currency risk on fluctuations related to cash, receivables and accounts payable and accrued liabilities that are denominated in a foreign currency. As at December 31, 2021, the Company did not have any accounts in foreign currencies and considers foreign currency risk insignificant.

b) Price risk

COVID-19 Health Crisis risk

The outbreak of the novel strain of coronavirus, specifically identified as “COVID-19”, has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused material disruption to businesses globally resulting in economic slowdown. Global equity markets have experienced significant volatility and weakness. Governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions. The duration and impact of the COVID 19 outbreak is unknown at this time, as is the efficacy of the government and central bank interventions. It is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Company in future periods.

Critical Accounting policies and Estimates updated

Critical accounting estimates are those estimates that have a high degree of uncertainty and for which changes in those estimates could materially impact the Company's results.

Actual results could differ from those estimates.

Additional Information

Additional information relating to the Company can be found on SEDAR at www.sedar.com.

APPENDIX “ C ” KOBO FINANCIAL STATEMENTS

(See attached )

KOBO Resources Inc.

Condensed unaudited interim consolidated financial statements Three and Nine Months Ended September 30, 2022

(in Canadian dollars)

Table of contents	Page
Condensed unaudited interim consolidated financial statements
Consolidated statements of financial position	3
Consolidated statements of changes in shareholders’ equity (deficiency)	4
Consolidated statements of loss and comprehensive loss	5
Consolidated statements of cash flows	6
Notes to condensed unaudited interim consolidated financial statements	7 - 28

KOBO Resources Inc.

Condensed unaudited interim consolidated statements of financial

position

(All amounts are in Canadian dollars unless otherwise indicated)

Nature of operations and going concern (note 1) Subsequent event (note 12) Approved by the Board ___, Director __ Assets Current Cash Commodity taxes receivable Deferred expenses at cost (note 7) Security deposits Property, plant and equipment(note 3) Mining assets(note 4) Liabilities Current Accounts payable (note 11) Advances from a director and a consultant bearing no interest, repayable on demand Long-term debt(note 5) Deferred government grant income(note 5) Shareholders’ equity (deficiency) Share capital (note 7) Shares to be issued (note 7) Stock options (note 7) Deficit	~~As at~~ September 30, ~~As at~~ December 31, 2022 2021 $ $ 141,705 506,915 16,786 39,691 - 86,360
	158,491 632,966 5,107 5,107 22,950 81,027 2,237 2,237
	188,785 721,337
	863,008 619,952 - 1,219
	863,008 621,171 42,944 38,350 17,056 21,650
	923,008 681,171
	5,748,715 5,748,715 50,000 - 528,833 483,638 (7,061,771) (6,192,187)
	(734,223) 40,166
	188,785 721,337
	_______, Director

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

KOBO Resources Inc.

Condensed unaudited interim consolidated statements of changes

in shareholders’equity (deficiency)

(All amounts are in Canadian dollars unless otherwise indicated)

Number of shares Share capital Shares to be issued $ $ 42,417,775 3,364,140 - - - - 3,056,002 916,801 - 500,000 150,000 - 8,000,000 1,273,330 - - - -	Stock options Deficit $ $ 1,375,392 (4,725,605) - (999,282) - - - - (1,113,330) - 187,281 -	Total $ 13,927 (999,282) 916,801 150,000 160,000 187,281
53,973,777 5,704,271 -	449,343 (5,724,887)	428,727
54,195,999 5,748,715 - - - - 250,000 - 50,000 - - -	483,638 (6,192,187) - (869,584) - - 45,195 -	40,166 (869,584) 50,000 45,195
54,445,999 5,748,715 50,000	528,833 (7,061,771)	(734,223)

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

KOBO Resources Inc.

Condensed unaudited interim consolidated statements of loss and

comprehensive loss

(All amounts are in Canadian dollars unless otherwise indicated)

Expenses Share-based compensation (note 7) Management fees (note 11) Professional fees Write-off of deferred expenses (note 7) Office and travelling expenses Exploration expenses Foreign exchange loss (gain) Depreciation of property, plant and equipment Interest on long-term debt Amortization of deferred government grant income Bank charges Sundry taxes Gain on sale of property, plant and equipment Net loss and comprehensive loss for the period Basic and diluted net loss per share (note 8)	Three months ended September 30, 2022 2021 $ $ 8,279 43,108 41,636 52,445 11,042 124,088 215,349 - 8,779 11,277 65,943 116,052 (5,087) 3,554 5,970 5,763 1,525 1,436 (1,525) (1,436) 412 823 - 1,007 - -	Nine months ended September 30, 2022 2021 $ $ 45,195 187,281 161,050 175,029 238,971 219,363 215,349 - 62,147 17,116 140,778 374,191 (11,044) 3,422 17,918 17,016 4,594 3,757 (4,594) (3,757) 1,561 4,218 - 1,646 (2,341) -	Nine months ended September 30, 2022 2021 $ $ 45,195 187,281 161,050 175,029 238,971 219,363 215,349 - 62,147 17,116 140,778 374,191 (11,044) 3,422 17,918 17,016 4,594 3,757 (4,594) (3,757) 1,561 4,218 - 1,646 (2,341) -
	352,323 358,117	869,584	999,282
	0.007 0.007	0.016	0.021

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

KOBO Resources Inc.

Condensed unaudited interim consolidated statements of cash

flows

(All amounts are in Canadian dollars unless otherwise indicated)

Cash flow from the following activities Operating activities Net loss and comprehensive loss for the period Adjustments for: Share-based compensation Write-off of deferred expenses Depreciation of property, plant and equipment Interest on long-term debt Amortization of deferred government grant income Gain on sale of property, plant and equipment Changes in non –cash working capital items Commodity taxes receivable Advances to a director Accounts payable Advances from a director and a consultant Net cash used in operating activities Investing activities Security deposits Purchase of property, plant and equipment Proceed from sale of property, plant and equipment Net cash generated from (used in) investing activities Financing activities Deferred expenses Long-term debt Issuance of shares Shares to be issued Net cash generated from (used in) financing activities Increase (decrease) in cash Cash at the beginning of period Cash at the end of period Transactions not affecting cash Subscription receivable Accounts payable to directors converted in shares (note 7)	Nine months ended September 30, 2022 2021 $ $ (869,584) (999,282) 45,195 187,281 215,349 - 17,918 17,016 4,594 3,757 (4,594) (3,757) (2,341) -
	(593,463) (794,985)
	22,905 (9,685) - 3,122 243,056 48,103 (1,219) (210)
	264,742 41,330
	(328,721) (753,655)
	- (1,433) - (48,490) 42,500 -
	42,500 (49,923)
	(128,989) (34,914) - 20,000 - 1,210,801 50,000 -
	(78,989) 1,195,887
	(365,210) 392,309 506,915 229,638
	141,705 621,947
	- (20,000) - 36,000

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

Notes to condensed unaudited interim consolidated financial

KOBO Resources Inc.

statements

Three and Nine Months Ended September 30, 2022 (All amounts are in Canadian dollars unless otherwise indicated)

1 Nature of operations and going concern

Nature of operations

KOBO Resources Inc. (the Company) is a junior Canadian exploration and mining development company incorporated under Quebec laws on December 14, 2015 and focused on acquiring mineral gold property assets located in West Africa and more particularly in Côte d’Ivoire.

KOBO Resources Inc., through its wholly owned subsidiary KOBO Ressources Côte d’Ivoire (KOBO C.I.) obtained in 2019 two (2) research permits (note 4) and is in the process of obtaining three (3) additional pending research permits, which when granted will increase the territory of 1,068 Km[2 ] in Côte d’Ivoire.

The head office is 388, Grande-Allée East, Suite 101, Québec (Québec), Canada G1R 2J4.

Going concern

These consolidated financial statements have been prepared using International Financial Reporting Standards (IFRS) applicable to a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business as they come due. In assessing whether the going concern assumption is appropriate, management takes into account all available information about the future, which is at least, but not limited to, twelve months from the end of the reporting period. Management is aware in making its assessment of material uncertainties related to events and conditions that lend a significant doubt upon the Company’s ability to continue as a going concern and accordingly, the appropriateness of the use of IFRS applicable to a going concern, as described in the following paragraph. These consolidated financial statements do not reflect the adjustment to the carrying values of assets and liabilities expenses and consolidated statement of financial position classifications that would be necessary were the going concern assumption inappropriate. These adjustments could be material.

As at September 30, 2022, the Company has a deficit of $7,061,771. In addition to ongoing working capital requirements, the Company must secure sufficient funding to meet its obligations and existing commitments for exploration and evaluation programs, for mining development and pay general and administration costs. As at September 30, 2022, the Company had a negative working capital of $704,517 and management estimated that cash flows would not be sufficient to allow the Company to continue its operations.

As long as the Company is not in commercial operation, the continuation of its activities will depend on its ability to raise additional financing through the issuance of equity instruments. There can be no assurance it will be able to do so in the future and that such sources of funding or initiatives will be available to the Company or that they will be available on terms acceptable to the Company. If management is unable to obtain new funding, there is a material uncertainty that lend a significant doubt about the Company’s ability to continue as a going concern and amounts

KOBO Resources Inc. Notes to condensed unaudited interim consolidated financial

statements

Three and Nine Months Ended September 30, 2022 (All amounts are in Canadian dollars unless otherwise indicated)

realized for assets might be less than amounts reflected in these consolidated financial statements. The Company has not yet determined the existence of economically recoverable ore reserves.

2 Significant accounting policies

Basis of presentation

These condensed unaudited interim consolidated financial statements have been prepared by the Company’s management in accordance with International Financial Reporting Standards (IFRS) and in accordance with IAS 34 “Interim Financial Reporting” as issued by the International Accounting Standards Board (IASB), and were approved by the Board of Directors on November 29, 2022. The Company has applied the same accounting policies and methods of computation in its interim consolidated financial statements as in its 2021 annual financial statements. They do not include all the information required in annual financial statements in accordance with IFRS and should be read in conjunction with the financial statements for the year ended December 31, 2021.

Basis of consolidation

The consolidated financial statements include the financial statements of the Company and its subsidiary located in Côte d’Ivoire. The Company has 100% ownership in the subsidiary Kobo C.I. All intercompany transactions and balances are eliminated. A subsidiary is an investment controlled by the Company. Control exists when the Company has the existing rights giving the current ability to direct the activities that significantly affect the entities’ returns. The Company reassesses control on an ongoing basis.

Deferred expenses

Deferred expenses consist of professional fees related to completion of an initial public offering. These expenses will be recorded in increase of deficit upon the issuance of shares or expensed if initial public offering is not completed (note 7).

New Standards, Interpretation and Amendments

New standards impacting the Company that have been adopted January 1, 2022, but have not had a significant effect on the Company are as follows:

Onerous contracts - Cost of Fulfilling a Contract (Amendments to IAS 37);

Notes to condensed unaudited interim consolidated financial

KOBO Resources Inc.

statements

Three and Nine Months Ended September 30, 2022 (All amounts are in Canadian dollars unless otherwise indicated)

IAS 37 defines an onerous contract as a contract in which the unavoidable costs (costs that the entity has committed to pursuant to the contract) of meeting the obligations under the contract exceed the economic benefits expected to be received under it.

The amendments to IAS 37.68A clarify, that the costs relating directly to the contract consist of both:

The incremental costs of fulfilling the contract- e.g. direct labour and material; and
An allocation of other costs that relate directly to fulfilling contracts: e.g. Allocation of depreciation charge on property, plant and equipment used in fulfilling the contract.

Property, Plant and Equipment: Proceeds before Intended Use (Amendments to IAS 16);

The amendment to IAS 16 prohibits an entity from deducting from the cost of an item of property, plant and equipment any proceeds received from selling items produced while the entity is preparing the asset for its intended use. The proceeds from selling such samples, together with the costs of producing them, are now recognized in profit or loss.

Annual Improvements to IFRS Standards 2018-2020 (Amendments to IFRS 1, IFRS 9, IFRS 16 and IAS 41)

IFRS 1: Subsidiary as First-time Adopter
IFRS 9: Fees in the “10 per cent” test for Derecognition of Financial Liabilities
IAS 41: Taxation in Fair Value Measurements

References to the Conceptual Framework (Amendments to IFRS 3).

In May 2020, the IASB issued amendments to IFRS 3, which update a reference to the Conceptual Framework of Financial Reporting without changing the accounting requirements for business combinations.

New Standards, Interpretation and Amendments not yet Effective

There are a number of standards and interpretation which have been issued by the IASB that are effective for periods subsequent to December 31, 2022 (the date of the Entity’s next annual financial statements) that the Entity has decided not to adopt early. The Entity does not believe these standards and interpretations will have a material impact on the financial statements once adopted.

KOBO Resources Inc.

Notes to condensed unaudited interim consolidated financial

statements

Three and Nine Months Ended September 30, 2022

(All amounts are in Canadian dollars unless otherwise indicated)

3 Property, plant and equipment

Cost Balance as at December 31,2021 Disposal Balance as at September 30, 2022 Accumulated depreciation Balance as at December 31, 2021 Depreciation of the period Balance as at September 30, 2022 Net amount as at December 31, 2021 Net amount as at September 30, 2022		Vehicles Office equipment $ $ 116,723 7,133 (40,159) -	Exploration equipment Land Total $ $ $ 5,329 8,000 137,185 - - (40,159)
		76,564 7,133	5,329 8,000 97,026
		Vehicles Office equipment $ $ 48,203 5,562 16,137 450	Exploration equipment Land Total $ $ $ 2,393 - 56,158 1,331 - 17,918
		64,340 6,012	3,724 - 74,076
		Vehicles Office equipment $ $ 68,520 1,571	Exploration equipment Land Total $ $ $ 2,936 8,000 81,027
		12,224 1,121	1,605 8,000 22,950

KOBO Resources Inc.

Notes to condensed unaudited interim consolidated financial

statements

Three and Nine Months Ended September 30, 2022

(All amounts are in Canadian dollars unless otherwise indicated)

4 Mining assets

	Kossou	Kotobi
	$	$
Research permits
Balance as at December 31, 2021 and
September 30, 2022	2,237	-

On April 24, 2019 a research permit (Kotobi license formerly identified as Bongouanou license) was awarded to KOBO C.I. and is located within the Birimian Dimbokro-Abengourou Belt, Boaulé-Mossi domain. It is located in the administrative departments of Arrah, Bongouanou and Daoukro covering 301.75 km[2] . The permit is issued for four (4) years and is renewable for two (2) consecutive three (3) years term with an additional possible two (2) years term.

The Company must incur a total of 500,000,000 CFA ($1,055,900) in exploration activities for the four (4) years of the permit. This total amount is expensed over the first three (3) years in the amount of 100,000,000 CFA ($201,357) annually and 200,000,000 CFA ($402,714) in the fourth (4th) year, subject to currency exchange rate fluctuations. As at September 30, 2022, the Company spent a cumulative amount of 82,461,740 CFA ($166,043) in exploration activities.

On November 6, 2019 a research permit (Kossou license) was awarded to KOBO C.I. and is located in the department of Kossou, Yamoussoukro and Bouaflé regions, approximately 22 km northwest of the capital city of Yamoussoukro covering 147.36 km[2] . The permit is issued for four (4) years and is renewable for two (2) consecutive three (3) years term with an additional possible two (2) years term.

The Company must incur a total of 550,000,000 CFA ($1,161,500) in exploration activities for the four (4) years of the permit. This total amount is expensed over the first three (3) years in the amount of 110,000,000 CFA ($221,493) annually and 220,000,000 CFA ($442,986) in the fourth (4th) year, subject to currency exchange rate fluctuations. As at September 30, 2022, the Company spent a cumulative amount of 391,500,081 CFA ($788,313) in exploration activities.

In the case of non-realization of the projected exploration activities in the first two (2) years the Company may receive a notification form the Ministry of Mines. In such case, a global control of the exploration activities is performed by the Ministry of Mines administration at the end of the third (3rd) year.

Notes to condensed unaudited interim consolidated financial

KOBO Resources Inc.

statements

Three and Nine Months Ended September 30, 2022

(All amounts are in Canadian dollars unless otherwise indicated)

5 Long-term debt and deferred government grant income

	As at	As at
	September	December 31,
	30, 2022	2021
	$	$
CEBA loan payable, unsecured, interest and repayment terms as noted below	60,000	60,000
Unamortized portion of deferred government grant income	(17,056)	(21,650)
Net loan	42,944	38,350

Canada Emergency Business Account (CEBA) guaranteed by the Federal Government, interestfree and no capital instalment until December 31, 2023. The reimbursement of $40,000 of the loan at the latest December 31, 2023 will provide the Company with $20,000 write-off of the loan. Otherwise from January 1, 2024, the loan will be reimbursable over twenty-four (24) months principal and interest or only interest at 5% will be payable until the full repayment due on December 31, 2025. As the Company is not reasonably assured that it will have sufficient liquidity to repay the amount of $40,000 by December 31, 2023, the below market rate interests has been deferred as government assistance over the expected term of the loan and the full carrying amount of the loan has been classified as non-current.

6 Segmented information

a) Operating segments – The Company’s operations are directed towards the acquisition, exploration and pre-production of gold in Côte d’Ivoire. As a result, the Company is organized as a single sector.

KOBO Resources Inc.

Notes to condensed unaudited interim consolidated financial

statements

Three and Nine Months Ended September 30, 2022 (All amounts are in Canadian dollars unless otherwise indicated)

b) Geographic segments

The Company’s assets by geographic areas are as follows:

Cash Property, plant and equipment Mining assets Other assets Cash Property, plant and equipment Mining assets Other assets	As at September 30, 2022 Côte d’ivoire Canada Corporate Management Total $ $ $ 9,194 132,511 141,705 21,829 1,121 22,950 2,237 - 2,237 5,107 16,786 21,893
	38,367 150,418 188,785
	As at December 31, 2021 Côte d’ivoire Canada Corporate Management Total $ $ $ 17,645 489,270 506,915 79,456 1,571 81,027 2,237 - 2,237 5,107 126,051 131,158
	104,445 616,892 721,337

KOBO Resources Inc.

Notes to condensed unaudited interim consolidated financial

statements

Three and Nine Months Ended September 30, 2022

(All amounts are in Canadian dollars unless otherwise indicated)

The Company’s expenses by geographic areas are as follows:

Three months ended September 30,

	Three months ended September 30,
Share-based compensation Management fees Professional fees Write-off of deferred expenses Exploration expenses Other expenses	2022 2021 Côte d’Ivoire Canada Corporate Management Total Côte d’Ivoire Canada Corporate Management Total $ $ $ $ $ $ - 8,279 8,279 - 43,108 43,108 - 41,636 41,636 - 52,445 52,445 4,512 6,530 11,042 6,228 117,860 124,088 - 215,349 215,349 - - - 65,943 - 65,943 116,052 - 116,052 3,329 6,745 10,074 15,387 7,037 22,424
	73,784 278,539 352,323 137,667 220,450 358,117

KOBO Resources Inc.

Notes to condensed unaudited interim consolidated financial

statements

Three and Nine Months Ended September 30, 2022 (All amounts are in Canadian dollars unless otherwise indicated)

Nine months ended September 30,

Nine months ended September 30,

Share-based
compensation
Management
fees
Professional
fees
Write-off of
deferred
expenses
Exploration
expenses
Other
expenses

2022
2021
Côte
d’Ivoire
Canada
Corporate
Management
Total
Côte
d’Ivoire
Canada
Corporate
Management
Total
$
$
$
$
$
$
-
45,195
45,195
-
187,281
187,281
-
161,050
161,050
-
175,029
175,029
19,418
219,553
238,971
25,374
193,989
219,363
-
215,349
215,349
-
-
-
134,341
6,437
140,778
374,191
-
374,191
8,714
59,527
68,241
22,706
20,712
43,418

162,473
707,111
869,584
422,271
577,011
999,282

Notes to condensed unaudited interim consolidated financial

KOBO Resources Inc.

statements

Three and Nine Months Ended September 30, 2022

(All amounts are in Canadian dollars unless otherwise indicated)

7 Share capital

I. The authorized and issued share capital of the Company has been amended on September 19, 2022 as follows:

a) The authorized share capital of the Company is increased by the creation of one (1) new class of shares, being the preferred shares (“Preferred Shares”), for which the rights, privileges, restrictions and conditions are described below.

b) The rights, privileges, restrictions and conditions inherent to the Class A shares are

changed as described below and the designation of the Class A shares are

changed to common shares (“Common Shares”).

c) The authorized share capital of the Company is decreased by the cancellation of the Class AA Shares, the Class B shares, the Class C and the Class D shares authorized but unissued.

II. Description of the authorized share capital of the Company:

The Company is authorized to issue an unlimited number of Common Shares and an unlimited

number of Preferred Shares, all without par value.

The rights, privileges, restrictions and conditions attaching to Common Shares are as

follows:

(a) Payment of Dividends: The holders of Common Shares will, subject to the rights of the holders of Preferred Shares, be entitled to receive dividends if, as and when declared by the board of directors of the Company, out of the assets of the Company properly applicable to the payment of dividends, in such amounts and payable in such manner as the board of directors of the Company may from time to time determine.

(b) Participation upon Liquidation, Dissolution or Winding Up: In the event of the liquidation, dissolution or winding up of the Company or other distribution of assets of the Company among its shareholders for the purpose of winding up its affairs, the holders of Common Shares will, subject to the rights of the holders of Preferred Shares, be entitled to all remaining property and assets of the Company on a pro rata basis.

Notes to condensed unaudited interim consolidated financial

KOBO Resources Inc.

statements

Three and Nine Months Ended September 30, 2022 (All amounts are in Canadian dollars unless otherwise indicated)

(c) Voting Rights: The holders of Common Shares will be entitled to receive notice of and to attend all annual and special meetings of the shareholders of the Company and to one vote in respect of each Common Share held at all such meetings.

The rights, privileges, restrictions and conditions attaching to Preferred Shares, as a class, are as follows:

(a) Issuance of Preferred Shares in Series: The directors of the Company may, at any time and from time to time, issue Preferred Shares in one or more series, each series to consist of such number of shares as may, before the issuance thereof, be determined by the directors of the Company.

(b) Determination of Rights, Privileges, Restrictions, Conditions and Limitations Attaching to New Series: The directors of the Company may (subject to as hereinafter provided) from time to time fix, before issuance, the designation, rights, privileges, restrictions, conditions and limitations to attach to the Preferred Shares of each series including, without limiting the generality of the foregoing, the rate, amount or method of calculation of preferential dividends, whether cumulative or non-cumulative or partially cumulative, and whether such rate, amount or method of calculation shall be subject to change or adjustment in the future, the currency or currencies of payment, the date or dates and place or places of payment thereof and the date or dates from which such preferential dividends shall accrue, the redemption price and terms and conditions of redemption, the rights of retraction, if any, vested in the holders of Preferred Shares of such series, and the prices and the other terms and conditions of any rights of retraction, and whether any additional rights of retraction may be vested in such holders in the future, voting rights (subject to Section 2(j)) and conversion rights (if any) and any sinking fund, purchase fund or other provisions attaching to the Preferred Shares of such series, the whole subject to the issue of a certificate of amendment in respect of articles of amendment in the prescribed form to designate a series of Preferred Shares.

(c) Cumulative Dividends or Return of Capital not Paid in Full: Pursuant to section 50 of the Business Corporations Act (Quebec), when any cumulative dividends or amounts payable on a return of capital in respect of a series of Preferred Shares are not paid in full, the Preferred Shares of all series shall participate rateably in respect of such dividends including accumulations, if any, in accordance with the sums which would be payable on the Preferred Shares if all such dividends were declared and paid in full, and in respect of any return of capital in accordance with the sums which would be payable on such return of capital if all

KOBO Resources Inc.

Notes to condensed unaudited interim consolidated financial

statements

Three and Nine Months Ended September 30, 2022 (All amounts are in Canadian dollars unless otherwise indicated)

sums so payable were paid in full.

(d) Payment of Dividends and Other Preferences: The Preferred Shares shall be entitled to preference over the Common Shares and any other shares of the Company ranking junior to the Preferred Shares with respect to the payment of dividends, and may also be given such other preferences over the Common Shares and any other shares of the Company ranking junior to the Preferred Shares as may be fixed by the directors of the Company as to the respective series authorized to be issued.

(e) Liquidation, Dissolution or Winding Up: In the event of the liquidation, dissolution or winding up of the Company or other distribution of assets of the Company among its shareholders for the purpose of winding up its affairs, the holders of Preferred Shares shall, before any amount shall be paid to or any property or assets of the Company distributed among the holders of Common Shares or any other shares of the Company ranking junior to the Preferred Shares, be entitled to receive (i) an amount equal to the consideration received by the Company upon the issuance of such Preferred Shares together with, in the case of cumulative Preferred Shares, all unpaid cumulative dividends (which for such purpose shall be calculated as if such cumulative dividends were accruing from day to day for the period from the expiration of the last period for which cumulative dividends have been paid-up to and including the date of distribution) and, in the case of noncumulative Preferred Shares, all declared and unpaid non-cumulative dividends, and (ii) if such liquidation, dissolution, winding up or distribution shall be voluntary, an additional amount equal to the premium, if any, which would have been payable on the redemption of the said Preferred Shares respectively if they had been called for redemption by the Company on the date of distribution and, if said Preferred Shares could not be redeemed on such date, then an additional amount equal to the greatest premium, if any, which would have been payable on the redemption of said Preferred Shares respectively.

(f) Ranking for Payment of Dividends and Liquidation, Dissolution or Winding Up: The Preferred Shares of each series shall rank on a parity with the Preferred Shares of every other series with respect to priority in payment of dividends and in the distribution of assets in the event of liquidation, dissolution or winding up of the Company, whether voluntary of involuntary.

(g) Procedure for Payment of Dividends: No dividends shall at any time be declared or paid or set apart for payment on any shares of the Company ranking junior to the Preferred Shares, unless all dividends up to and including the dividend payable for the last completed period for which such dividends shall be payable on each

KOBO Resources Inc.

Notes to condensed unaudited interim consolidated financial

statements

Three and Nine Months Ended September 30, 2022 (All amounts are in Canadian dollars unless otherwise indicated)

series of Preferred Shares then issued and outstanding shall have been declared and paid or set apart for payment at the date of such declaration or payment or setting apart for payment on such shares of the Company ranking junior to the Preferred Shares, nor shall the Company call for redemption or redeem or purchase for cancellation or reduce or otherwise pay off any of the Preferred Shares (less than the total amount then outstanding) or any shares of the Company ranking junior to the Preferred Shares, unless all dividends up to and including the dividend payable for the last completed period for which such dividends shall be payable on each series of the Preferred Shares then issued and outstanding shall have been declared and paid or set apart for payment at the date of such call for redemption, purchase, reduction or other payment.

(h) Redemption by Company: Preferred Shares of any series may be purchased for cancellation or made subject to redemption by the Company at such times and at such prices and upon such other terms and conditions as may be specified in the rights, privileges, restrictions and conditions attaching to the Preferred Shares of such series as set forth in the resolution of the board of directors of the Company and certificate of amendment relating to such series.

(i) Retraction at Option of Holders: The holders of Preferred Shares of any series may be entitled to require the Company to redeem, subject to the requirements of the Business Corporations Act (Quebec) as now enacted or as may from time to time be amended, re-enacted or replaced, at any time or times all or any of the Preferred Shares held by them, at such times and at such prices and upon such other terms and conditions as may be specified in the rights, privileges, restrictions and conditions attaching to the Preferred Shares of such series as set forth in the resolution of the board of directors of the Company and certificate of amendment relating to such series.

(j) Voting Rights: The holders of Preferred Shares will not be entitled to receive notice of or to attend any meeting of the shareholders of the Company and will not be entitled to vote at any such meeting (except).

KOBO Resources Inc.

Notes to condensed unaudited interim consolidated financial

statements

Three and Nine Months Ended September 30, 2022 (All amounts are in Canadian dollars unless otherwise indicated)

Issued and to be issued Common shares varied as follows:

Balance at the beginning Private placements Private placement to be issued Issuance to repay accounts payable to directors Exercise of options Exercise of warrants Balance at the end	Nine months ended September 30, 2022 Year ended December 31, 2021
	Number $ Number $
	54,195,999 5,748,715 42,417,775 3,364,140 - - 2,936,002 880,801 250,000 50,000 - - - - 120,000 36,000 - - 8,000,000 1,273,330 - - 722,222 194,444
	54,445,999 5,798,715 54,195,999 5,748,715

Nine months ended September 30, 2022 and 2021

On March 30, 2022, the Company filed a final prospectus and on May 27, 2022 an amended restated final prospectus, with the intention to proceed with an initial public offering. As a result of market conditions, the Company elected not to proceed with its contemplated initial public offering. Previous capitalized costs in the amount of $215,349 related to the share issuance were expensed during the third quarter.

On September 29, 2022, the Company received a subscription of 250,000 Common shares at a price of $0.20 each for a cash consideration of $50,000.

From January 1[st] , 2021 to September 30, 2021, the Company issued 2,936,002 Common shares at a price of $0.30 each for a cash consideration of $880,801.

On March 31, 2021, the Company issued 120,000 Common shares at a price of $0.30 each to repay accounts payable to directors for an amount of $36,000.

On June 30, 2021, the Company issued 500,000 Common upon the exercise of 500,000 warrants at a price of 0.30$ each for a cash consideration of $150,000.

On June 30, 2021, the Company issued 8,000,000 Common shares upon the exercise of stock options at a price of 0.02$ each for a cash consideration of $160,000. The value of options that was reclassified into share capital was $1,113,330.

KOBO Resources Inc. Notes to condensed unaudited interim consolidated financial

statements

Three and Nine Months Ended September 30, 2022 (All amounts are in Canadian dollars unless otherwise indicated)

Stock option plan

On February 9, 2016 the Company’s shareholders approved and adopted a stock option plan. Pursuant to the stock option plan, the Company may award options to directors, officers, employees and consultants of the Company or subsidiaries of the Company.

The maximum number of Common shares of the Company issuable under the plan is 40% of issued and outstanding shares. The maximum number of Common shares which may be reserved for issuance to any one optionee within a one-year period, may not exceed 40% of Common shares issued and outstanding at the date of grant on a fully diluted basis. The stock options granted to consultants may not exceed 10% of issued and outstanding Common shares. Upon issuance of the options, the Board of Directors determines the expiry date and exercise price of options. The term cannot exceed five years from the grant date unless the Board of Directors provides otherwise and the exercise price should not be lower than the market price. Options granted will vest over a period of 24 months, at a rate of 25% in any six-month period.

The stock options granted by the Company are payable in equity instruments of the Company. The stock options varied as follows:

Outstanding at the beginning Granted Exercised Outstanding at the end Exercisable	Nine months ended September 30, 2022	Year ended December 31, 2021
	Number Weighted average exercise price 2,750,000 $0.189 - - - -	Number Weighted average exercise price 9,500,000 $0.045 1,250,000 $0.200 (8,000,000) $0.020
	2,750,000 $0.189	2,750,000 $0.189
	2,437,500 $0.188	1,587,500 $0.181

For the nine months ended September 30, 2022 an amount of $45,195 ($187,281 in 2021) is included as share-based compensation expense.

In January 2021, the Company granted conditionally 400 000 stock options to directors at an exercise price of $0.20 each. No share-based compensation has been accounted for because the conditions have not been met.

The following table summarizes certain information of the Company’s stock options:

Outstanding options as at Exercisable options as at

KOBO Resources Inc.

Notes to condensed unaudited interim consolidated financial

statements

Three and Nine Months Ended September 30, 2022

(All amounts are in Canadian dollars unless otherwise indicated)

Exercise price $0.200 $0.200 $0.150	September 30, 2022	September 30, 2022
	Weighted average remaining contractual life Number Years 900,000 2.33 1,250,000 3.25 600,000 0.15 2,750,000	Weighted average remaining contractual life Number Years 900,000 2.33 937,500 3.25 600,000 0.15 2,437,500

Warrants

The warrants that were granted varied as follows:

Outstanding and exercisable at the beginning Exercised Outstanding and exercisable at the end	Nine months ended September 30, 2022 Year ended December 31, 2021
	Number Weighted average exercise price Number Weighted average exercise price 4,250,034 $0.300 4,972,256 $0.295 - - (722,222) $0.269
	4,250,034 $0.300 4,250,034 $0.300

The following table summarizes about the Company’s warrants:

	As at September 30, 2022	As at September 30, 2022		As at December 31, 2021	As at December 31, 2021
Number	Exercise	Remaining life	Number	Exercise	Remaining life
	price	Years		price	Years
4,250,034	$0.300	0.91	4,250,034	$0.300	1,66

8 Basic and diluted net loss per share

er share
Three months ended	Nine months ended
September 30,	September 30,

KOBO Resources Inc.

Notes to condensed unaudited interim consolidated financial

statements

Three and Nine Months Ended September 30, 2022

(All amounts are in Canadian dollars unless otherwise indicated)

	2022	2021	2022	2021
Net loss and comprehensive loss	$352,323	$358,117	$869,584	$999,282
Basic weighted average number of
Common shares outstanding	54,195,999	53,973,777	54,195,999	47,306,241

For the three and nine months ended September 30, 2022 and 2021 options and warrants are excluded in the basic and diluted net loss per share calculation because they were considered antidilutive for these periods.

9 Capital management

The Company’s capital management objective is to have sufficient capital to be able to pursue its exploration activities plan in order to ensure the growth of its assets. It has also the objective to have sufficient liquidity to finance the exploration expenses, the investing activities and its working capital requirements. No changes were made to the objectives and policies during the nine months ended September 30, 2022.

As at September 30, 2022, the Company shows a shareholders’ deficiency amounting to $734,223 (December 31, 2021 shareholders’ equity of $40,166).

In order to maintain or adjust the capital structure, the Company may issue new capital instruments and acquire or sell mining properties to improve its financial performance and flexibility.

The access to financing depends on the economic situation and state of the equity and credit markets.

10 Financial instruments

Measurement categories

Financial assets and liabilities have been classified into categories that determine their basis of measurement and, for items measured at fair value, whether changes in fair value are recognized in the consolidated statement of loss or in the consolidated statement of comprehensive loss. These categories are financial assets and financial liabilities at amortized cost.

Notes to condensed unaudited interim consolidated financial statements

KOBO Resources Inc.

Three and Nine Months Ended September 30, 2022 (All amounts are in Canadian dollars unless otherwise indicated)

The following table shows the carrying amounts of assets and liabilities for each of these categories:

Financial assets at amortized cost Cash Financial liabilities at amortized cost Accounts payable Advances from a director and a consultant Long-term debt	As at September 30, 2022 As at December 31, 2021 $ $ 141,705 506,915
	834,903 589,269 - 1,219 42,944 38,350
	877,847 628,838

There are no financial instruments measured at fair value.

Financial risk factors

Due to the nature of its activities, the Company is exposed to financial risks: market risk, credit risk and liquidity risk. No significant changes occurred during the nine months ended September 30, 2022 compared to 2021 concerning financial risks factors.

a) Market risk

i) Fair value

The Company considers that the carrying amount of all its financial liabilities at amortized cost in its consolidated financial statements approximates their fair value. Current financial assets and liabilities are valued at their carrying amounts, which are reasonable estimates of their fair value due to their near-term maturities; this includes cash and accounts payable. Long-term debt approximates carrying amount due to market interest rate.

ii) Foreign exchange risk

The Company is exposed to foreign exchange risk arising from currency exposures, primarily with respect to the CFA francs and US dollars.

Notes to condensed unaudited interim consolidated financial

KOBO Resources Inc.

statements

Three and Nine Months Ended September 30, 2022 (All amounts are in Canadian dollars unless otherwise indicated)

The Company holds balances in cash, security deposits and accounts payable in the CFA francs and also cash in US dollars for an amount $20,003 ($27,654 in Canadian dollars). Accordingly, the Company is exposed to foreign exchange risk due to exchange rate fluctuations. The Company does not use any derivatives to mitigate its exposure to foreign exchange risk.

CFA franc balances in Canadian dollars are as follows:

Cash Security deposits Accounts payable Net balance in Canadian dollars Net balance in CFA francs	As at September 30, 2022 As at December 31, 2021 $ $ 9,194 17,645 5,107 5,107 (45,444) (108,768)
	(31,143) (86,016)
	(15,466,548) (39,437,476)

Assuming that all other variables are constant, a 5% weakening or strengthening of dollar exchange rate would generate an immaterial impact on the net loss of the Company during the nine months ended September 30, 2022.

b) Credit risk:

Credit risk is the risk of a financial loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligations. Credit risk arises principally from the Company’s cash from deposits with banks and the carrying amount of this financial asset represents the Company’s maximum exposure to credit risk as at the date of the financial statements. The credit risk on cash is limited because the counterparties are banks with high credit ratings assigned by international credit rating agencies.

c) Liquidity risk:

Liquidity risk is the risk that the Company will not be able to meet its financial obligations associated with its financial liabilities as they fall due.

KOBO Resources Inc.

Notes to condensed unaudited interim consolidated financial

statements

Three and Nine Months Ended September 30, 2022 (All amounts are in Canadian dollars unless otherwise indicated)

The Company manages liquidity risk through the management of its capital structure as outlined in note 9. It also manages liquidity risk by continuously monitoring actual and projected cash flows.

As at September 30, 2022, all of the Company’s financial liabilities had contractual maturities of less than one year except for the long-term debt and the Company did not have enough cash available to meet its financial liabilities.

The contractual maturities of financial liabilities as at September 30, 2022, are as follows:

	Carrying	Contractual	Less than	Between one	Between two
	amount	amount	one year	and two years	and five years
	$	$	$	$	$
Accounts payable	834,903	834,903	834,903	-	-
Long-term debt	42,944	60,000	-	22,500	37,500

The contractual maturities of financial liabilities as at December 31, 2021 are as follows:

	Carrying	Contractual	Less than	Between one	Between two
	amount	amount	one year	and two years	and five years
	$	$	$	$	$
Accounts payable	589,269	589,269	589,269	-	-
Advances from a
director and a
consultant	1,219	1,219	1,219	-	-
Long-term debt	38,350	60,000	-	-	60,000

11 Related party transactions

These transactions occurred in the normal course of operations and are measured on terms equivalent to those that prevail in arm’s length transactions.

The table below summarizes, for the respective periods, the total amount paid to directors and key management personnel having authority and responsibility for planning, directing and controlling the activities of the Company or companies controlled by them:

KOBO Resources Inc.

Notes to condensed unaudited interim consolidated financial

statements

Three and Nine Months Ended September 30, 2022 (All amounts are in Canadian dollars unless otherwise indicated)

Three months ended September 30, Nine months ended September30,

Compensation of key management (1) Share-based compensation Management fees	2022 2021 2022 2021 $ $ $ $ 8,279 43,108 45,195 187,281 41,636 52,445 161,050 175,029
	49,915 95,553 206,245 362,310

(1) As at September 30, 2022 an amount of $3,376 (nil as at December 31, 2021) is included in accounts payable regarding compensation of key management.

12 – Subsequent event

On November 1, 2022, the Company announced that it has entered into in Agreement in principal (the ”Agreement”) with Meteorite Capital Inc. (“Meteorite”) (TSX.V: MTR.P ). The Agreement outlines the principal terms and conditions which will result in a reverse takeover of Meteorite by Kobo (“the Transaction”). Meteorite intends for the Transaction to constitute its Qualifying Transaction, as defined in the policies of the TSX-V (the “Policies”). Pursuant to the Agreement, Meteorite will acquire all of the issued and outstanding shares of Kobo by way of a three-cornered amalgamation between Kobo and a newly-created subsidiary of Meteorite. In return the shareholders and holders of convertible securities of Kobo will receive shares and convertible securities in the capital of Resulting Issuer (Meteorite). The Resulting Issuer will carry out the business of Kobo. The Transaction is subject to a number of conditions precedent to closing, including, but not limited to: (i) receipt of all regulatory approvals with respect to the Transaction and the listing of the shares of the Resulting Issuer on the TSX-V; (ii) approval of the Transaction by the board of directors of each of Kobo and Meteorite; (iii) approval of the Consolidation, Name Change and the amendment to the stock option plan; (iv) completion of private placements of no less than $3,000,000 and; (v) confirmation of no material adverse change by Kobo and Meteorite.

KOBO Resources Inc.

Consolidated financial statements Years ended December 31, 2021 and 2020 (in Canadian dollars)

Tél./Tel: 514 931 0841 BDO Canada s.r.l./S.E.N.C.R.L./LLP Téléc./Fax: 514 931 9491 1000, rue De La Gauchetière O. Bureau 200 www.bdo.ca Montréal QC H3B 4W5 Canada

Independent Auditor’s Report

To the Shareholders of KOBO Resources Inc.

Opinion

We have audited the accompanying consolidated financial statements of KOBO Resources Inc. (the “Company”), which comprise the consolidated statements of financial position as at December 31, 2021 and 2020, the consolidated statements of changes in shareholders’ equity, loss and comprehensive loss and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2021 and 2020, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards (“IFRS”).

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 1 in the consolidated financial statements, which indicates that the Company has a deficit of $6,192,187 for the year ended December 31, 2021 and, as of that date, the Company had a working capital of $11,795 which is insufficient to meet anticipated cash needs for working capital and capital expenditures through the next twelve months. As stated in Note 1, these events or conditions, along with other matters as set forth in Note 1, indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

BDO Canada s.r.l./S.E.N.C.R.L., une société canadienne à responsabilité limitée/société en nom collectif à responsabilité limitée, est membre de BDO International Limited, société de droit anglais, et fait partie du réseau international de sociétés membres indépendantes BDO.

BDO Canada LLP, a Canadian limited liability partnership, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms.

Independent Auditor’s Report

Other Information

Management is responsible for the other information. The other information comprises the information included in the Management’s Discussion and Analysis.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

We obtained the Management’s Discussion and Analysis prior to the date of this auditor’s report. If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact in this auditor’s report. We have nothing to report in this regard.

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

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

In preparing the consolidated financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

Independent Auditor’s Report

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

Independent Auditor’s Report

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

The engagement partner on the audit resulting in this independent auditor’s report is Richard Yeghiayan .

==> picture [249 x 37] intentionally omitted <==

----- Start of picture text -----

1
----- End of picture text -----

Montréal, Québec April 18, 2022

1 CPA auditor, CA, public accountancy permit No. A122867

Page

Consolidated statements of financial position ................................................................................ 7 Consolidated statements of changes in shareholders’ equity ......................................................... 8 Consolidated statements of loss and comprehensive loss .............................................................. 9 Consolidated statements of cash flows ......................................................................................... 10 Notes to consolidated financial statements ............................................................................. 11-36

KOBO Resources Inc.

Consolidated statements of financial position

(All amounts are in Canadian dollars unless otherwise indicated)

Assets Current assets Cash Commodity taxes receivable Subscription receivable (note 9) Advances to a director bearing no interest, payable on demand Deferred expenses at cost Security deposits Property, plant and equipment(note 5) Mining assets(note 6) Liabilities Current liabilities Accounts payable (note 15) Advances from a director and a consultant bearing no interest,repayable on demand Long-term debt(note 7) Deferred government grant income(note 7) Shareholders’equity Share capital (note 9) Stock options (note 9) Deficit Nature of operations and going concern (note 1) Subsequent event (note 16) Approved by the Board	As at December 31, 2021 2020 $ $ 506,915 229,638 39,691 19,870 - 20,000 - 3,122 86,360 10,000
	632,966 282,630 5,107 3,674 81,027 47,908 2,237 2,237
	721,337 336,449
	619,952 280,925 1,219 1,597
	621,171 282,522 38,350 22,120 21,650 17,880
	681,171 322,522
	5,748,715 3,364,140 483,638 1,375,392 (6,192,187) (4,725,605)
	40,166 13,927
	721,337 336,449

____, director ____, director (s) Edouard Gosselin (s) Frank Ricciuti

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

KOBO Resources Inc.

Consolidated statements of changes in shareholders’ equity

(All amounts are in Canadian dollars unless otherwise indicated)

Balance as at January 1, 2020 Net loss and comprehensive loss Shares issued (note 9) Warrants exercised (note 9) Share-based compensation (note 9) Balance as at December 31, 2020 Net loss and comprehensive loss Shares issued (note 9) Options exercised (note 9) Warrants exercised Share-based compensation (note 9) Balance as at December 31, 2021	Number of shares Share capital Warrants Stock options $ $ $ 33,382,741 2,235,733 117,000 1,247,740 - - - - 5,035,034 1,007,007 - - 4,000,000 121,400 (117,000) - - - - 127,652	Deficit Total $ $ (3,734,845) (134,372) (990,760) (990,760) - 1,007,007 - 4,400 - 127,652
	42,417,775 3,364,140 - 1,375,392 - - - - 3,056,002 916,801 - - 8,000,000 1,273,330 - (1,113,330) 722,222 194,444 - - - - - 221,576	(4,725,605) 13,927 (1,466,582) (1,466,582) - 916,801 - 160,000 - 194,444 - 221,576
	54,195,999 5,748,715 - 483,638	(6,192,187) 40,166

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

KOBO Resources Inc.

Consolidated statements of loss and comprehensive loss

Years ended December 31, 2021 and 2020

(All amounts are in Canadian dollars unless otherwise indicated)

Expenses
Share – based compensation (note 9)
Management fees (note 15)
Professional fees
Office and travelling expenses
Exploration expenses
Depreciation of property, plant and equipment
Foreign exchange gain
Interest on long-term debt
Amortization of deferred government grant income
Bank charges
Sundry taxes
Net loss and comprehensive loss for the year
Basic and diluted net loss per share(note 11)

2021
2020
$
$
221,576
127,652
120,000
120,000
608,540
164,630
39,149
30,090
448,136
477,429
23,371
22,757
(958)
(6,931)
4,899
1,120
(4,899)
(1,120)
5,122
3,087
1,646
52,046

1,466,582
990,760

0.030
0.026

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

KOBO Resources Inc.

Consolidated statements of cash flows Years ended December 31, 2021 and 2020

(All amounts are in Canadian dollars unless otherwise indicated)

Cash flow from the following activities Operating activities Net loss and comprehensive loss for the year Adjustments for: Share – based compensation Depreciation of property, plant and equipment Interest on long-term debt Amortization of deferred government grant income Changes in non – cash working capital items Commodity taxes receivable Advances to a director Accounts payable Advances from a director and a consultant Net cash used in operating activities Investing activities Security deposits Purchase of property, plant and equipment Net cash used in investing activities Financing activities Long-term debt Deferred expenses Issuance of shares Net cash generated from financing activities Increase in cash Cash at the beginning of year Cash at the end of year Transactions not affecting cash Subscription receivable (note 9) Accounts payable to directors converted in shares (note 9)	2021 2020 $ $ (1,466,582) (990,760) 221,576 127,652 23,371 22,757 4,899 1,120 (4,899) (1,120)
	(1,221,635) (840,351)
	(19,821) (5,201) 3,122 3,129 375,027 (14,203) (378) 1,597
	357,950 (14,678)
	(863,685) (855,029)
	(1,433) (3,674) (56,490) (65,569)
	(57,923) (69,243)
	20,000 40,000 (76,360) (10,000) 1,255,245 995,807
	1,198,885 1,025,807
	277,277 101,535 229,638 128,103
	506,915 229,638
	(20,000) 20,000 36,000 -

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

Notes to consolidated financial statements Years ended December 31, 2021 and 2020

KOBO Resources Inc.

(All amounts are in Canadian dollars unless otherwise indicated)

1 Nature of operations and going concern

Nature of operations

KOBO Resources Inc. (the Company) is a junior Canadian exploration and mining development company incorporated under Quebec laws on December 14, 2015, and focused on acquiring mineral gold property assets located in West Africa and more particularly in Ivory Coast.

KOBO Resources Inc., through its wholly owned subsidiary KOBO Ressources Côte d’Ivoire (KOBO C.I.) obtained in 2019 two (2) research permits (note 6) and is in the process of obtaining three (3) additional pending research permits, which when granted will increase the territory of 1,068 Km[2 ] in Ivory Coast.

The head office is 388, Grande-Allée East, Suite 101, Québec (Québec), Canada G1R 2J4.

Going concern

As at December 31, 2021, the Company has a deficit of $6,192,187. In addition to ongoing working capital requirements, the Company must secure sufficient funding to meet its obligations and existing commitments for exploration and evaluation programs, for mining development and pay general and administration costs. As at December 31, 2021 the Company had a working capital of $11,795 and management estimated that cash would not be sufficient to allow the Company to continue its operations.

Notes to consolidated financial statements

(All amounts are in Canadian dollars unless otherwise indicated)

KOBO Resources Inc.

Years ended December 31, 2021 and 2020

1 Nature of operations and going concern (continued)

2 Basis of presentation

These consolidated financial statements have been prepared in accordance with IFRS and were approved by the Board of Directors on April 14, 2022.

3 Significant accounting policies

Basis of preparation

These consolidated financial statements have been prepared on a going concern basis, under the historical cost convention.

Basis of consolidation

The consolidated financial statements include the financial statements of the Company and its subsidiary located in Ivory Coast. The Company has 100% ownership in the subsidiary Kobo C.I. All intercompany transactions and balances are eliminated. A subsidiary is an investment controlled by the Company. Control exists when the Company has the existing rights giving the current ability to direct the activities that significantly affect the entities’ returns. The Company reassesses control on an ongoing basis.

Presentation and functional currency

The Canadian dollar is the presentation currency. The Company’s functional currency is the Canadian dollar for the Company and its subsidiary.

KOBO Resources Inc. Notes to consolidated financial statements Years ended December 31, 2021 and 2020

(All amounts are in Canadian dollars unless otherwise indicated)

3 Significant accounting policies (continued)

Foreign currency translation

Transactions denominated in currencies other than the functional currency are translated into the relevant functional currency as follows: monetary assets and liabilities are translated at the exchange rate in effect on the date of the statement of financial position and expenses are translated at the exchange rate in effect on the date of the transaction. Non-monetary assets and liabilities measured at historical cost and denominated in a foreign currency are translated using the exchange rate at the date of the transaction. Foreign exchange gains and losses arising from such translation are recorded in profit or loss.

Financial instruments

Financial assets and liabilities are recognized when the Company becomes a party to the contractual provision of the instrument. Financial assets are derecognized when the rights to receive cash flows from the assets have expired or have been transferred and the Company has transferred substantially all risks and rewards of ownership.

Financial assets at amortized cost

Financial assets at amortized cost are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market.

Financial assets at amortized cost are recognized initially at the amount expected to be received or less, when material, a discount to reduce financial assets at amortized cost to fair value. Subsequently, they are measured at amortized cost using the effective interest method less a provision for expected credit loss. Financial assets at amortized cost are included in current assets, except for those with maturities greater than twelve months after the end of the reporting period, which are classified as non-current assets. The Company's financial assets at amortized cost include cash.

Financial liabilities at amortized cost

Financial liabilities at amortized cost include accounts payable, advances from a director and a consultant and long-term debt. Financial liabilities are initially recognized at the amount required to be paid or less, when material, a discount to reduce the payables to fair value. Subsequently, they are measured at amortized cost using the effective interest method. They are classified as current liabilities if payment is due within twelve months. Otherwise, they are presented as noncurrent liabilities.

KOBO Resources Inc. Notes to consolidated financial statements Years ended December 31, 2021 and 2020 (All amounts are in Canadian dollars unless otherwise indicated)

3 Significant accounting policies (continued)

Impairment

The company assesses all information available, including on a forward-looking basis the expected credit losses associated with any financial assets carried at amortized cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. To assess whether there is a significant increase in credit risk, the Company compares the risk of a default occurring on the asset as at the reporting date with the risk of default as at the date of initial recognition based on all information available, and reasonable and supportive forward-looking information.

Cash

Cash consists of cash on hand and balances with banks.

Deferred expenses

Deferred expenses consist of professional fees related to completion of an initial public offering (note 16). These expenses will be recorded in increase of deficit upon the issuance of shares.

Property, plant and equipment

Property, plant and equipment are recorded at cost, less accumulated depreciation and accumulated impairment losses. Depreciation is calculated using the straight-line method over the useful life of three years for vehicles and exploration equipment and four years for the office equipment. The land is not depreciated.

An item of property and equipment and any significant part initially recognized is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the statement of loss and comprehensive loss when the asset is derecognized. The assets’ residual values, useful lives and methods of depreciation are reviewed each reporting period, and adjusted prospectively if appropriate.

Mining properties and exploration costs

Mining properties correspond to acquired interests in mining research permits, which include the rights to explore for mine, extract and sell all minerals from such permits. The mining properties will be amortized over the estimated useful life of the mining assets following commencement of ‐ production or written off if the mining properties are sold or allowed to lapse. All pre exploration and exploration costs are expensed as incurred.

Notes to consolidated financial statements Years ended December 31, 2021 and 2020

(All amounts are in Canadian dollars unless otherwise indicated)

KOBO Resources Inc.

3 Significant accounting policies (continued)

Income tax and deferred taxes

The tax expense comprises current and deferred tax. Tax is recognized in the consolidated statement of loss, except if it concerns items recognized directly in equity. In this case, the related tax is also recognized directly in equity.

The Company provides for deferred income taxes using the liability method. Under this method, deferred income tax assets and liabilities are determined based on deductible or taxable temporary differences between financial statement values and tax values of assets and liabilities, using enacted or substantively enacted income tax rates that are expected to be in effect for the years in which the assets are expected to be recovered or the liabilities to be settled. A deferred tax asset is only recognized in the event that it is probable that future taxable profits, against which the asset can be utilized, will be available.

Deferred tax assets and liabilities are presented as non-current and are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when deferred tax assets and liabilities levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

Common shares

Common shares are classified as equity. Incremental costs directly attributable to the issue of common shares, stock options and warrants are recognized as an increase to deficit, net of any tax effects.

Share-based compensation

Warrants

The Company grants warrants to certain directors. The board offers such warrants for periods up to five years, the warrants are vested immediately at prices determined by the Board of Directors. The fair value is measured at the grant date using the Black-Scholes option pricing model. The fair value is recognized as an expense with offset to warrants in equity.

The Company also issued units comprised of shares and warrants. The total proceeds have been allocated to share capital.

KOBO Resources Inc. Notes to consolidated financial statements Years ended December 31, 2021 and 2020 (All amounts are in Canadian dollars unless otherwise indicated)

3 Significant accounting policies (continued)

Stock options

The Company grants stock options to certain directors, agents and consultants of the Company or subsidiary of the Company. Each tranche in an award is considered a separate award with its own vesting period and grant date fair value. For stock options granted to employees, the fair value of each tranche is measured at the date of grant using the Black-Scholes option pricing model. Compensation expense is recognized over the tranche's vesting period, based on the number of awards expected to vest, by increasing stock options. The number of awards expected to vest is reviewed at least annually, with any impact being recognized immediately.

Earnings or loss per share

Basic earnings or loss per share are calculated using the weighted average number of common shares outstanding during the period.

Diluted earnings or loss per share is calculated using the weighted average number of common shares outstanding during the year, plus the effects of dilutive potential common shares outstanding during the year. The treasury stock method is used to determine the dilutive effect of the stock options and warrants.

Under this method, the calculation of diluted earnings per share is made, as if all dilutive potential shares had been issued at the later of the beginning of the year or the date of issuance, as the case may be, and as if the funds obtained thereby had been used to purchase common shares of the Company at the average market value of the common shares during the period.

For the years ended December 31, 2021 and 2020, diluted loss per share calculation excludes potentially dilutive common shares related to outstanding options and warrants as their effect was anti-dilutive.

Government assistance

As a result of COVID-19, Government of Canada introduced various support programs in response to this global pandemic. Government grant in the form of forgivable loan is recognized when the Company is reasonably assured that it will meet the terms for the loan to be forgiven. Government assistance calculated as the difference between the market interest rate and the rate charged on the government loan is recognized as deferred government grant income and will be charged to the consolidated statement of loss over the expected life of the loan using effective interest rate method.

In assessing whether there is reasonable assurance that the Company will meet the terms of the loan for it to be forgiven, the Company estimated its cash flows for 2022 and determined that there is not reasonable assurance that it will meet the terms of the loan as set out in note 7 for it to be forgiven.

KOBO Resources Inc. Notes to consolidated financial statements Years ended December 31, 2021 and 2020 (All amounts are in Canadian dollars unless otherwise indicated)

3 Significant accounting policies (continued)

Provision

A provision is recognized if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre‐tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognized as finance costs.

The Company had no provision as at December 31, 2021 and 2020.

Changes in accounting policies

New standards, interpretations and amendments

New standards impacting the Company that have been adopted January 1, 2021, but have not had a significant effect on the Company are:

COVID-19 Related Rent Concessions (Amendments to IFRS 16)

Effective June 1, 2020, IFRS 16 was amended to provide a practical expedient for lessees accounting for rent concessions that arise as a direct consequence of the COVID-19 pandemic and satisfy the following criteria:

a) The change in lease payments results in revised consideration for the lease that is substantially the same as, or less than, the consideration for the lease immediately preceding the change;
b) The reduction in lease payments affects only payments originally due on or before June 30,2021, and
c) There is no substantive change to other terms and conditions of the lease.

Rent concessions that satisfy these criteria may be accounted for in accordance with the practical expedient, which means the lessee does not assess whether the rent concession meets the definition of a lease modification. Lessees apply other requirements in IFRS 16 in accounting for the concession.

KOBO Resources Inc. Notes to consolidated financial statements

Years ended December 31, 2021 and 2020

(All amounts are in Canadian dollars unless otherwise indicated)

3 Significant accounting policies (continued)

Other standards

Interest Rate Benchmark Reform - IBOR ‘phase 2’ (Amendments to IFRS 9, IAS 39, IFRS 4 and IFRS 16).

New standards, interpretation and amendments not yet effective

There are a number of standards, amendments to standards, and interpretations which have been issued by the IASB that are effective in future accounting periods that the Company has decided not to adopt early. The most significant of these are as follows, which are all effective for the period beginning January 1, 2022:

Onerous contracts - Cost of Fulfilling a Contract (Amendments to IAS 37);
Property, Plant and Equipment: Proceeds before Intended Use (Amendments to IAS 16);
Annual Improvements to IFRS Standards 2018-2020 (Amendments to IFRS 1, IFRS 9, IFRS 16 and IAS 41); and
References to the Conceptual Framework (Amendments to IFRS 3).

The Company does not expect any other standards issued by the IASB, but not yet effective, to have a material impact on its future financial statements.

KOBO Resources Inc. Notes to consolidated financial statements Years ended December 31, 2021 and 2020 (All amounts are in Canadian dollars unless otherwise indicated)

4 Critical accounting estimates, assumptions and judgements

Estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The determination of estimates requires the exercise of judgement based on various assumptions and other factors such as historical experience and current and expected economic conditions. Actual results could differ from those estimates.

Critical accounting estimates and assumptions

The preparation of financial statements in conformity with IFRS requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. The Company also makes estimates and assumptions concerning the future.

Fair value of long-term debt

The Company makes estimates of discounted interest rate under Canada Emergency Business Account (CEBA) taking into consideration the length and risk associated to an interest rate below the market and without guarantee.

Fair value of stock options

The Company makes certain estimates and assumptions when calculating the fair value of stock options. The significant assumptions used include estimates of expected volatility, expected life and expected risk-free rate interest of return. Any change in these estimates or inputs used to determine fair value could result in a significant impact of the Company's future operating results, or other equity components.

KOBO Resources Inc.

Notes to consolidated financial statements Years ended December 31, 2021 and 2020

(All amounts are in Canadian dollars unless otherwise indicated)

5 Property, plant and equipment

Cost Balance as at January 1, 2020 Assets acquired Balance as at December 31, 2020 Assets acquired Balance as at December 31, 2021 Accumulated depreciation Balance as at January 1, 2020 Depreciation of the year Balance as at December 31, 2020 Depreciation of the year Balance as at December 31, 2021 Net amount as at December 31, 2020 Net amount as at December 31, 2021	Vehicles Office equipment Exploration equipment Land Total $ $ $ $ $ 11,000 4,126 - - 15,126 57,883 3,007 4,679 - 65,569
	68,883 7,133 4,679 - 80,695 47,840 - 650 8,000 56,490
	116,723 7,133 5,329 8,000 137,185
	Vehicles Office equipment Exploration equipment Land Total $ $ $ $ $ 7,968 2,062 - - 10,030 20,304 1,720 733 - 22,757
	28,272 3,782 733 - 32,787 19,931 1,780 1,660 - 23,371
	48,203 5,562 2,393 - 56,158
	Vehicles Office equipment Exploration equipment Land Total $ $ $ $ $ 40,611 3,351 3,946 - 47,908
	68,520 1,571 2,936 8 000 81,027

Notes to consolidated financial statements

KOBO Resources Inc.

Years ended December 31, 2021 and 2020

(All amounts are in Canadian dollars unless otherwise indicated)

6 Mining assets
	Kossou	Bongouanou
	$	$
Research permits
Balance as at December 31, 2020 and 2021	2,237	-

On April 24, 2019 a research permit (Bongouanou license) was awarded to KOBO C.I. and is located within the Birimian Dimbokro-Abengourou Belt, Boaulé-Mossi domain. It is located in the administrative departments of Arrah, Bongouanou and Daoukro covering 301.75 km[2] . The permit is issued for four (4) years and is renewable for two (2) consecutive three (3) years term with an additional possible two (2) years term.

The Company must incur a total of 500,000,000 CFA ($1,090,500) in exploration activities for the four (4) years of the permit. This total amount is expensed over the first three (3) years in the amount of 100,000,000 CFA ($218,000) annually and 200,000,000 CFA (436,000$) in the fourth (4th) year, subject to currency exchange rate fluctuations. As at December 31, 2021, the Company spent a cumulative amount of 80,661,740 CFA ($175,929) in exploration activities.

The Company must incur a total of 550,000,000 CFA (1,199,000$) in exploration activities for the four (4) years of the permit. This total amount is expensed over the first three (3) years in the amount of 110,000,000 CFA (240,000$) annually and 220,000,000 CFA (480,000$) in the fourth (4th) year, subject to currency exchange rate fluctuations. As at December 31, 2021, the Company spent a cumulative amount of 327,715,081 CFA ($714,770) in exploration activities.

In the case of non-realization of the projected exploration activities in the first two (2) years the Company may receive a notification from the Ministry of Mines. In such case, a global control of the exploration activities is performed by the Ministry of Mines administration at the end of the third (3rd) year.

KOBO Resources Inc. Notes to consolidated financial statements Years ended December 31, 2021 and 2020

(All amounts are in Canadian dollars unless otherwise indicated)

7 Long-term debt and deferred government grant income

CEBA loan payable, unsecured, interest and repayment terms as noted below Unamortized portion of deferred government grant income Net loan	As at December 31, 2021 2020 $ $ 60 000 40,000 (21,650) (17,880)
	38,350 22 120

Canada Emergency Business Account (CEBA) guaranteed by the Federal Government, interestfree and no capital instalment until December 31, 2023. The reimbursement of $40,000 of the loan at the latest December 31, 2023 will provide the Company with $20,000 write-off of the loan. Otherwise from January 1, 2024 the loan will be reimbursable over twenty-four (24) months principal and interest or only interest at 5% will be payable until the full repayment due on December 31, 2025. As the Company is not reasonably assured that it will have sufficient liquidity to repay the loan by December 31, 2023, the below market rate interests has been deferred as government assistance over the expected term of the loan and the full carrying amount of the loan has been classified as non-current.

8 Segmented information

a) Operating segments – The Company’s operations are directed towards the acquisition, exploration and pre-production of gold in Ivory Coast. As a result, the Company is organized as a single sector.
b) Geographic segments

(All amounts are in Canadian dollars unless otherwise indicated)

KOBO Resources Inc. Notes to consolidated financial statements Years ended December 31, 2021 and 2020

8 Segmented information (continued)

c) The Company’s assets by geographic areas are as follows:

Cash Property, plant and equipment Mining assets Other assets Cash Subscription receivable Property, plant and equipment Mining assets Other assets	Ivory Coast Canada Corporate Management As at December 31, 2021 Total $ $ $ 17,645 489,270 506,915 79,456 1.571 81,027 2,237 - 2,237 5,107 126,051 131,158
	104,445 616,892 721,337
	Ivory Coast Canada Corporate Management As at December 31, 2020 Total $ $ $ 36,182 193,456 229,638 - 20,000 20,000 44,557 3,351 47,908 2,237 - 2,237 6,819 29,847 36,666
	89,795 246,654 336,449

The Company’s expenses by geographic areas are as follows:

Share-based compensation Management fees Professional fees Exploration expenses Other expenses	Years ended December 31, 2021 2020
	Ivory Coast Canada Corporate Management Total Ivory Coast Canada Corporate Management Total $ $ $ $ $ $ - 221,576 221,576 - 127,652 127,652 - 120,000 120,000 - 120,000 120,000 34,230 574,310 608,540 17,993 146,637 164,630 448,136 - 448,136 449,215 28,214 477,429 28,949 39,381 68,330 68,069 32,980 101,049
	511,315 955,267 1,466,582 535,277 455,483 990,760

KOBO Resources Inc. Notes to consolidated financial statements Years ended December 31, 2021 and 2020 (All amounts are in Canadian dollars unless otherwise indicated)

9 Share capital

Authorized

Unlimited number of shares without par value of class A, AA, B, C and D with specifications described in the statutes as follows:

Class A shares, voting (one (1) vote per share), participating and right to a dividend, subject to the Board’s discretion, with Class AA shares;

Class AA shares, voting (two (2) votes per share) participating and right to a dividend, subject to the Board’s discretion, with Class A shares;

Class B shares, non-voting, non-participating, a monthly, variable, non-preferential, noncumulative dividend of two thirds of one per cent (2/3 of 1%) calculated on the redeemable price of the shares, redeemable at any time at the Company’s option and redeemable by the holder following notice to that effect to the Company;

Class C shares, non-voting, non-participating, a monthly, variable, non-preferential, noncumulative dividend of two thirds of one half of one per cent (2/3 of 1/2%) calculated on the redeemable price of the shares, redeemable at any time at the Company’s option and redeemable by the holder following notice to that effect to the Company;

Class D shares, voting (1,000 votes per share), bearing no dividends and non-participating, redeemable at the paid-up capital amount at the Company’s or Holder’s option and prior to the redemption of Class B and C shares and before the distribution of the remaining assets to Class A and AA shares.

Issued Class A shares varied as follows:

Balance at the beginning Private placements Exercise of options Exercise of warrants Issuance of units Issuance of shares to repay accounts payable to directors Balance at the end	2021 2020
	Number $ Number $
	42,417,775 3,364,140 33,382,741 2,235,733 2,936,002 880,801 785,000 157,000 8,000,000 1,273,330 - - 722,222 194,444 4,000,000 121,400 - - 4,250,034 850,007 120,000 36,000 - -
	54,195,999 5,748,715 42,417,775 3,364,140

Notes to consolidated financial statements

Years ended December 31, 2021 and 2020 (All amounts are in Canadian dollars unless otherwise indicated)

KOBO Resources Inc.

9 Share capital (continued)

Year 2021

During the year 2021, the Company issued 2,936,002 Class A shares at a price of $0.30 each for a cash consideration of $880,801.

On March 31, 2021, the Company issued 120,000 Class A shares at a price of $0.30 each to repay accounts payable to directors for an amount of $36,000.

On June 30, 2021, the Company issued 500,000 Class A shares upon the exercise of 500,000 warrants at a price of $0.30 each for a cash consideration of $150,000.

On June 30, 2021, the Company issued 8,000,000 Class A shares upon the exercise of 8,000,000 stock options at a price $0.02 each for a cash consideration of $160,000. The value of options that was reclassified into share capital was $1,113,330.

On October 7, 2021, the Company issued 222,222 Class A shares upon the exercise of 222,222 warrants at a price of $0.20 each for a cash consideration of $44,444.

Year 2020

During 2020, the Company issued 785,000 Class A shares at a price of $0.20 each for a cash consideration of $157,000 and issued 4,250,034 units at a price of $0.20 each for a cash consideration of $830,007 and a subscription receivable of $20,000 received in March 2021. Each of these units is comprised of one Class A share and one warrant. Each warrant entitles the holder to purchase one Class A share of the Company at a price of $0.30 for a three-year period ending August 31, 2023. The total proceeds of these issuances have been allocated to share capital.

On June 11, 2020, the Company issued 4,000,000 Class A shares upon the exercise of 4,000,000 warrants at a price of $0.001 each for a cash consideration of $4,400 including $400 the warrants issuance price. The value of warrants exercised that was reclassified into share capital was $117,000.

(All amounts are in Canadian dollars unless otherwise indicated)

KOBO Resources Inc. Notes to consolidated financial statements Years ended December 31, 2021 and 2020

9 Share capital (continued)

Stock option plan

The maximum number of Class A shares of the Company issuable under the plan is 40% of issued and outstanding shares. The maximum number of Class A shares which may be reserved for issuance to any one optionee within a one-year period, may not exceed 40% of Class A shares issued and outstanding at the date of grant on a fully diluted basis. The stock options granted to consultants may not exceed 10% of issued and outstanding Class A shares. Upon issuance of the options, the Board of Directors determines the expiry date and exercise price of options. The term cannot exceed five years from the grant date unless the Board of Directors provides otherwise and the exercise price should not be lower than the market price. Options granted will vest over a period of 24 months, at a rate of 25% in any six-month period.

The stock options granted by the Company are payable in equity instruments of the Company.

The stock options varied as follows:

Balance at the beginning Granted Exercised Balance at the end Exercisable	2021 2020
	Number Weighted average exercise price Number Weighted average exercise price 9,500,000 $0.045 8,600,000 $0.029 1,250,000 $0.200 900,000 $0.200 (8,000,000) $0.020 - -
	2,750,000 $0.189 9,500,000 $0.045
	1,587,500 $0.181 8,825,000 $0.033

The total fair value of stock options granted in 2021 including 150,000 stock options released in January 2021 was $229,550 (163,000 in 2020). For the year ended December 31, 2021 an amount of $221,576 ($127,652 in 2020) is included as share-based compensation expense.

KOBO Resources Inc. Notes to consolidated financial statements Years ended December 31, 2021 and 2020 (All amounts are in Canadian dollars unless otherwise indicated)

9 Share capital (continued)

On January 5 and 11, 2021, the Company granted 1,100,000 stock options to directors and consultants at an exercise price of $0.20 each. The Company also granted conditionally 400,000 stock options to directors at an exercise price of $0.20. No share-based compensation has been accounted for during the year related to these 400,000 stock options. 150,000 stock options granted in January 2020, have been released in January 2021 because the conditions have been met.

The total fair value was estimated on the grant using the Black-Scholes option pricing model with the following average assumptions:

	2021	2020
Risk-free interest rate	0.25%	0.25%
Share price	$0.20	$0.20
Expected share price volatility (*)	156%	150%
Expected dividend yield	-	-
Expected life of options	5 years	5 years

(*) Expected share price volatility was calculated using a blended rate of junior mining exploration companies.

The following table summarizes certain information of the Company’s stock options:

Exercise price $0.200 $0.200 $0.150	Outstanding options as at December 31, 2021	Exercisable options as at December 31, 2021
	Weighted average remaining contractual life Number Years 900,000 3.08 1,250,000 4.00 600,000 0.90 2,750,000	Weighted average remaining contractual life Number Years 675,000 3.08 312,500 4.00 600,000 0.90 1,587,500

Notes to consolidated financial statements Years ended December 31, 2021 and 2020

KOBO Resources Inc.

(All amounts are in Canadian dollars unless otherwise indicated)

9 Share capital (continued)

Exercise price $0.200 $0.150 $0.200	Outstanding options as at December 31, 2020	Exercisable options as at December 31, 2020
	Weighted average remaining contractual life Number Years 8,000,000 0.73* 600,000 1.90 900,000 4.08 9,500,000	Weighted average remaining contractual life Number Years 8,000,000 0.73* 600,000 1.90 225,000 4.08 8,825,000

On January 6, 2021, the Board of Directors has approved the modification of the term of 4,000,000 options granted in March 2016. From January 6, 2021, the term of these options is five years from the vesting date instead of the grant date. The impact of their modification of estimate increased the share-based compensation of $11,000. These options have been exercised on June 30, 2021.

Warrants

The warrants that were granted varied as follows:

Outstanding and exercisable at the beginning Granted Exercised Outstanding and exercisable at the end	2021 2020
	Number Weighted average exercise price Number Weighted average exercise price 4,972,256 $0.295 4,722,222 $0.042 - - 4,250,034 $0.300 (722,222) $0.269 (4,000,000) $0.001
	4,250,034 $0.300 4,972,256 $0.295

(All amounts are in Canadian dollars unless otherwise indicated)

KOBO Resources Inc. Notes to consolidated financial statements Years ended December 31, 2021 and 2020

9 Share capital (continued)

The following table summarizes about the Company’s warrants:

	As at December 31, 2021	As at December 31, 2021		As at December	As at December	31, 2020
Number	Exercise	Remaining life	Number	Exercise	Remaining life
	price	Years		price		Years
4,250,034	$0.300	1.66	4,250,034	$0.300		2.66
-	-	-	222,222	$0.200		0.96
-	-	-	500,000	$0.300		0.58*

On June 17, 2021, the Board of Directors has extended the remaining life of these 500,000 warrants until July 31, 2021 and they have been exercised on June 30, 2021.

10 Income taxes

Income taxes

The following table presents a reconciliation of the income tax expense at the tax rates stipulated by the Canadian law (federal and provincial) (Quebec) of 26.5% and the tax expense actually recognized in the statement of loss.

Income taxes recoverable at statutory rates Non-deductible items: Share-based compensation Other Unrecognized tax benefit for the year Total tax expense for the year	Years ended December 31, 2021 2020 $ $ (388,644) (262,251) 58,717 33,828 2,783 45,345 327,144 183,078
	- -

Notes to consolidated financial statements

(All amounts are in Canadian dollars unless otherwise indicated)

KOBO Resources Inc.

Years ended December 31, 2021 and 2020

10 Income taxes (continued)

Unrecognized tax benefit

Deferred income tax assets are recognized to the extent that the realization of tax benefit through future taxable profits is probable. Given the Company's past losses, management does not believe that is more probable than not that the Company can realize the deferred tax assets and therefore, it has not recognized any amount in the statement of financial position. The Company did not recognize any deferred tax assets.

As at December 31, 2021, the Company has accumulated, for tax purposes, non-capital losses totalling $2,219,000 at the federal and provincial (Quebec) levels that can be used to reduce future taxable income. These losses are detailed as follows:

uture taxable income. These losses are detailed as follows:
Expiry date 2035 2036 2037 2038 2039 2040 2041	$ 39,000 412,000 419,000 398,000 269,000 299,000 383,000
	2,219,000

As at December 31, 2021 the subsidiary has available tax losses for Ivory Coast income tax purposes of 449,910,000 CFA ($981,300) which may be carried forward to reduce taxable income. The losses are detailed as follows:

Expiry date 2022 2023 2024 2025 2026	CFA 10,227,000 16,744,000 15,158,000 167,700,000 240,081,000
	449,910,000

Notes to consolidated financial statements

KOBO Resources Inc.

Years ended December 31, 2021 and 2020

(All amounts are in Canadian dollars unless otherwise indicated)

11 Basic and diluted net loss per share

		Years ended
		December 31,
	2021	2020
Net loss and comprehensive loss	$1,466,582	$990,760
Basic weighted average number of Class A shares
outstanding	48,975,483	38,001,732

For the years ended December 31, 2021 and 2020 options and warrants are excluded in the basic and diluted net loss per share calculation because they were considered anti-dilutive for these years.

12 Contingency

Environmental protection

The Company’s operations are governed by governmental laws and regulations regarding environmental protection. Environmental consequences are hardly identifiable, their impact and their duration are difficult to determine. At the present time and to the best knowledge of management, the Company is in conformity with these laws and regulations. Restoration costs will be accrued in the financial statements only when it can be determined that a present obligation exists, resulting from the environmental consequences of the exploration activities performed on the lands, and when it can be reliably estimated. Such obligation will be capitalized to the cost of the related assets at that time.

13 Capital management

As at December 31, 2021, the Company shows a shareholders’ equity amounting respectively to $40,166 ($13,927 as at December 31, 2020).

In order to maintain or adjust the capital structure, the Company may issue new capital instruments and acquire or sell mining properties to improve its financial performance and flexibility.

The access to financing depends on the economic situation and state of the equity and credit markets.

Notes to consolidated financial statements Years ended December 31, 2021 and 2020 (All amounts are in Canadian dollars unless otherwise indicated)

KOBO Resources Inc.

14 Financial instruments

Measurement categories

Financial assets at amortized cost Cash Subscription receivable Advances to a director Financial liabilities at amortized cost Accounts payable Advances from a director and a consultant Long-term debt	As at December 31, 2021 2020 $ $ 506,915 229,638 - 20 000 - 3,122
	506,915 252,760
	589,269 228,813 1,219 1,597 38,350 22,120
	628,838 252,530

There are no financial instruments measured at fair value.

Financial risk factors

Due to the nature of its activities, the Company is exposed to financial risks: market risk, credit risk and liquidity risk. No significant changes occurred in 2021 compared to 2020 concerning financial risks factors.

KOBO Resources Inc.

Notes to consolidated financial statements Years ended December 31, 2021 and 2020 (All amounts are in Canadian dollars unless otherwise indicated)

14 Financial instruments (continued)

a) Market risk

i) Fair value

The Company considers that the carrying amount of all its financial liabilities at amortized cost in its consolidated financial statements approximates their fair value. Current financial assets and liabilities are valued at their carrying amounts, which are reasonable estimates of their fair value due to their near-term maturities; this includes cash, accounts payable and advances payable. Long-term debt approximates carrying amount due to discounted market interest rate used.

ii) Foreign exchange risk

The Company is exposed to foreign exchange risk arising from currency exposures, primarily with respect to the CFA francs and US dollars.

The Company holds balances in cash and accounts payable in the CFA francs and also cash in US dollars for an amount $225,962 ($289,051 in Canadian dollars). Accordingly, the Company is exposed to foreign exchange risk due to exchange rate fluctuations. The Company does not use any derivatives to mitigate its exposure to foreign exchange risk.

CFA franc balances in Canadian dollars are as follows:

Cash Commodity taxes receivable Security deposits Accounts payable Net balance in Canadian dollars Net balance in CFA francs	As at December 31, 2021 2020 $ $ 17,645 36,182 - 3,145 5,107 3,674 (108,768) (96,639)
	(86,016) (53,638)
	(39,437,476) (22,626,654)

Assuming that all other variables are constant, a 5% weakening or strengthening of dollar exchange rate would generate an immaterial impact on the net loss of the Company for the years ended December 31, 2021 and 2020.

Notes to consolidated financial statements Years ended December 31, 2021 and 2020 (All amounts are in Canadian dollars unless otherwise indicated)

KOBO Resources Inc.

14 Financial instruments (continued)

b) Credit risk

c) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations associated with its financial liabilities as they fall due.

The Company manages liquidity risk through the management of its capital structure as outlined in note 13. It also manages liquidity risk by continuously monitoring actual and projected cash flows.

As at December 31, 2021, all of the Company’s financial liabilities had contractual maturities of less than one year except for the long-term debt.

The contractual maturities of financial liabilities as at December 31, 2021 are as follows:

	Carrying	Contractual	Less than	Between	Between
	amount	amount	one year	one and	two and
				two years	five years
	$	$	$	$	$
Accounts payable	589,269	589,269	589,269	-	-
Advances from a director
and a consultant	1,219	1,219	1,219	-	-
Long-term debt	38,350	60,000	-	-	60,000

The contractual maturities of financial liabilities as at December 31, 2020, are as follows:

	Carrying	Contractual	Less than	Between	Between
	amount	amount	one year	one and	two and
				two years	five years
	$	$	$	$	$
Accounts payable	228,813	228,813	228,813	-	-
Advances from a director
and a consultant	1,597	1,597	1,597	-	-
Long-term debt	22,120	40,000	-	-	40,000

Notes to consolidated financial statements Years ended December 31, 2021 and 2020 (All amounts are in Canadian dollars unless otherwise indicated)

KOBO Resources Inc.

15 Related party transactions

These transactions occurred in the normal course of operations and are measured on terms equivalent to those that prevail in arm’s length transactions.

The table below summarizes, for the respective years, the total amount paid to directors and key management personnel having authority and responsibility for planning, directing and controlling the activities of the Company or companies controlled by them:

Compensation of key management (1) Share-based compensation Management fees Consultant fees	Years ended December 31, 2021 2020 $ $ 221,576 127,652 120,000 120,000 - 4,400
	341,576 252,052

(1) As at December 31, 2021, an amount of nil ($97,500 in 2020) is included in accounts payable

Notes to consolidated financial statements Years ended December 31, 2021 and 2020 (All amounts are in Canadian dollars unless otherwise indicated)

KOBO Resources Inc.

16. Subsequent event

On March 30, 2022, the Company filed a final prospectus with the intention to proceed with an Initial Public Offering of units (each, a “Unit”), with each Unit comprised of one common share in the Company (each, a “Common Share”), and one-half of one common share purchase warrant (each whole warrant, a “Warrant”), each whole Warrant entitling the holder to purchase one Common Share for the purchase price of $0.40 per Common Share for a period of 3 years from the Closing Date.

The issue size is for a minimum of $5,000,000 representing a minimum of 14,285,716 units and a maximum issue size of $10,000,000 for a maximum of 28,571,430 units at a price of $0.35 per unit.

The Company has granted the agents an over-allotment option (the “over-allotment option”), which may be exercised in the agents’ discretion and without obligation, to acquire from the Company additional number of units (the “over-allotment units”) equal to 15% of the aggregate amount of the units offered and sold in the offering at the offering price. The overallotment option is exercisable by the agents, in whole or in part, at any time until 30 days from and including the closing date.

The Company has agreed to pay the agents a cash fee equal to 6.5% of the gross proceeds. As additional compensation, the Company has granted options that will entitle the agents to purchase a number of units equal to 6.5% of the total number of units sold, at a price equal to the offering price, for a period of 12 months from the closing date.

Furthermore, in consideration for the provision of the services provided by the agents, the Company as agreed to pay a corporate finance advisory fee equal to 1.5% of the aggregate gross proceeds of the offering.

APPENDIX “ D ” KOBO MD&A

(See attached )

KOBO RESOURCES INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS

THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2022

The following management’s discussion and analysis (“ MD&A ”) of Kobo Resources Inc. (“ Kobo ” or the “ Corporation ”) should be read in conjunction with the condensed unaudited interim consolidated financial statements of the Corporation for the three months and nine months ended September 30, 2022 compared to the three months and nine months ended September 30, 2021 and the audited financial statements and the accompanying notes for the year ended December 31, 2021. The financial information in this MD&A is reported in Canadian dollars unless otherwise indicated and is derived from the Financial Statements prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“ IFRS ”). The effective date of this MD&A is November 29, 2022. Additional information about the Corporation and its business activities is available on SEDAR at www.sedar.com and the Corporation’s website www.koboresources.com, which is still under construction.

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION

Certain of the statements made and contained herein are forward-looking information or forwardlooking statements within the meaning of applicable Canadian securities laws, including statements regarding Kobo’s (the “Corporation”, “we” or “our”) plans and expectations relating to its exploration assets in Côte d’Ivoire. Such forward-looking information or forward-looking statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management. Statements concerning mineral resource estimates are deemed to constitute forward-looking statements to the extent that they involve estimates of the mineralisation that will be encountered if the property is developed. The assumptions, risks and uncertainties outlined below are non- exhaustive. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results, performance or achievements of the Corporation or its properties and projects may vary materially from those described herein.

Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, identified by words or phrases such as “expects”, “anticipates”, “believes”, “plans”, “projects”, “estimates”, “assumes”, “intends”, “strategy”, “goals”, “objectives”, “potential”, “possible” or variations thereof or stating that certain actions, events, conditions or results “may”, “could”, “would”, “should”, “might” or “will” be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of historical fact and may be forward-looking statements.

“Forward-Looking Factors”): future prices of gold and other metals; successful exploration, development, and production; performance of contractual obligations by counterparties; operating conditions; political stability; obtaining governmental approvals and financing on time; financial projections and budgets; obtaining licenses and permits; government regulation of the Corporation’s mining activities; environmental risks and expenses; market conditions; the securities market; price volatility of the Corporation’s securities; currency exchange rates; foreign mining tax regimes; financial projections and results; competition; availability of sufficient capital, infrastructure, equipment and labour; litigation; land title issues; local community issues; estimation of mineral resources; realization of mineral resources; timing and amount of estimated future production; the life of mine; reclamation obligations; changes in project parameters as plans continue to be evaluated; and anticipated costs and expenditures and our ability to achieve the Corporation’s goals. While we consider these assumptions to be reasonable, the assumptions are inherently subject to significant business, social, economic, political, regulatory, competitive and other risks and uncertainties, contingencies, many of which are based on factors and events that are not within the control of the Corporation and there is no assurance they will prove to be correct.

Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ from those reflected in the forward-looking statements, including, without limitation, known and unknown risks, uncertainties and other factors relating to the Forward- Looking Factors above, and those factors disclosed under the heading “Risk Factors” in the Corporation’s amended and restated final long form prospectus dated May 27, 2022 (the “ Prospectus ”) available at http://www.sedar.com and the Corporation’s other continuous disclosure documents filed from time to time with the securities regulators in the provinces of Canada.

In addition, a number of other factors could cause the actual results, performance or achievements of the Corporation to differ materially from any future results, performance or achievements expressed or implied by the forward-looking information, and there is no assurance that the actual results, performance or achievements of the Corporation will be consistent with them. Although the Corporation has attempted to identify important factors that could cause actual actions, events, results, performance or achievements to differ materially from those described in forward-looking statements and forward-looking information, there may be other factors that cause actions, events, results, performance or achievements not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements or information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Such forward-looking statements and information are made or given as at the date of this management’s discussion and analysis and the Corporation disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required under applicable securities law. The reader is cautioned not to place undue reliance on forward-looking statements or forward-looking information.

BUSINESS OVERVIEW

Permit and collectively referred to as the “Kobo Properties”). As at the date hereof, Kobo’s sole material asset is the Kossou Permit. The Corporation has not yet determined whether the Kossou Permit contain mineral reserves that are economically recoverable. The continued operations of Kobo and the recoverability of the amounts shown for the Kobo Permits is dependent upon, among other things, the existence of economically recoverable mineral reserves, the ability of Kobo to obtain necessary financing to complete the exploration and development of such properties and upon future profitable production from or disposition of such properties.

The Corporation was incorporated under the Business Corporations Act (Québec) on December 14, 2015, under the name 9333-9141 Québec Inc. On March 4, 2016, the Corporation changed its name to Kobo Resources Inc.

The Corporation’s head office and registered office is located at 388 Grande-Allée East, Suite 101, Québec, Québec, G1R 2J4. As of the date herein, the Corporation has no employees and three (3) consultants.

Kobo Resources Inc. created a 100% owned subsidiary in Côte d’Ivoire in September 2016 under the legal name Kobo Ressources Côte d’Ivoire SA.

In this Management Discussion & Analysis, unless the context otherwise requires, references to “Kobo” or the “Corporation” refer to Kobo Resources Inc., together with its only subsidiary, KOBO Ressources Côte d’Ivoire SA (“ KOBO Ressources C.I. ” or “ KRCI ”).

On April 24, 2019, a research permit (the “Kotobi Permit” ) was awarded to KRCI and is located within the Birimian Dimbokro-Abengourou Belt, Boaulé-Mossi domain. It is located in the administrative departments of Arrah, Bongouanou and Daoukro covering 301.75 km[2] . The Kotobi Permit forms the basis of the Kotobi Project. The Kotobi Permit is issued for four years and is renewable for two consecutive three years term with an additional possible two years term. Pursuant to the terms of the Kotobi Permit, the Corporation is required to engage 100 million CFA F in expenses related to exploration activities annually in each of the first three years and 200 million CFA F in the fourth year. The Corporation incurred nearly all the required exploration expenses for the first year. At this time, the Corporation has not yet incurred the exploration expenses for the second year and expects to fulfill its exploration expenses commitment within the third year, which is still ongoing. The Corporation has paid the required annual surface right payments for each of the first 4 years for the Kotobi Permit.

On November 6, 2019, a research permit (the “ Kossou Permit ”) was awarded to KRCI and is located in the administrative departments of Bouafle and Yamoussoukro, approximately 22 km northwest of the capital city of Yamoussoukro covering 147.365 km[2] . The Kossou Permit forms the basis of the Kossou Project. The Kossou Permit is issued for four years and is renewable for two consecutive three years term with an additional possible two years term. Pursuant to the terms of the Kossou Permit, the Corporation is required to engage 110 million CFA F in expenses related to exploration activities annually in each of the first three years and 220 million CFA F in the fourth year. The Corporation incurred nearly all the required exploration expenses for the first year and has incurred exploration expenses above the required amount for the second year of the permit.

The Corporation has three other pending applications for gold research permits (the “ New Permits ”) totalling approximately 1068 km[2] in the Bocanda (Bocanda North covering 341 km[2 ] and Bocanda South covering 338 km[2] ) and M’batto (389 km[2] ) regions.

On September 29, 2022 the Corporation received a subscription agreement for the issuance of 250,000 Common Shares for a total consideration of $50,000. The Common Shares have not been issued yet as the Corporation has initiated a process to complete a private placement as outlined below in connection with the Proposed Transaction (as define below) with Meteorite.

As of November 29, 2022, there are 54,195,999 Common Shares (“ Common Shares ”) issued and 250,000 Common Shares to be issued, 2,750,000 options outstanding and an additional 400,000 options which have been granted subject to certain conditions, which conditions have not yet been satisfied as of the date hereof, and 4,250,034 warrants to purchase Common Shares issued and outstanding. There are 7,400,034 Common Shares issuable pursuant to options and warrants to purchase Common Shares.

Since inception (December 2015), the Corporation issued 54,195,999 Common Shares for a total consideration of $5.7 million. Over the years, the Corporation has awarded to its management, directors, and a consultant a total of 3,150,000 options and granted 4,250,034 warrants to purchase Common Shares at a price of $0.30 per Common Share to high-net-worth investors.

On November 25, 2021, Kobo filed a preliminary prospectus to have its Common Shares listed on the TSXV as a Tier 2 Mining Issuer pursuant to an initial public offering (“ IPO ”). The Corporation also filed its National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43101”) technical report in support of the preliminary prospectus.

On January 27, 2022, Kobo filed an amended and restated preliminary prospectus as well as an amended NI 43-101 technical report.

On March 30, 2022, Kobo filed a final Prospectus with respect to an offering of units of the Corporation (“ Units ”) priced at $0.35 each for aggregate proceeds of a minimum of $5,000,000 and a maximum of $10,000,000 (the “ Offering ”), each Unit being comprised of one (1) Common Share and one-half (1/2) of one Common Share purchase warrant (each whole warrant, a “ Warrant ”), each whole Warrant entitling the holder to purchase one Common Share for the purchase price of $0.40 per Common Share for a period of 3 years from the closing date of the Offering.

On May 27, 2022, the Corporation filed an amended and restated Final Prospectus lowering the purchase price of its Units from $0.35 to $0.25 per Unit. Therefore, the number of Units has been increased to 20,000,000 in the event of a minimum $5,000,000 capital raise and 40,000,000 in the event of a maximum $10,000,000 capital raise. All the other parameters of the offering remained unchanged.

As a result of market conditions, the Corporation has elected not to proceed with its contemplated IPO.

On November 1, 2022, the Company announced that it has entered into in Agreement in principal (the ”Agreement”) with Meteorite Capital Inc. (“Meteorite”) (TSX.V: MTR.P ). The Agreement outlines the principal terms and conditions which will result in a reverse takeover of Meteorite by Kobo (“the Proposed Transaction”). Meteorite intends for the Proposed Transaction to constitute its Qualifying Transaction, as defined in the policies of the TSX-V (the “Policies”). Pursuant to the Agreement, Meteorite will acquire all of the issued and outstanding shares of Kobo by way of a three-cornered amalgamation between Kobo and a newly created subsidiary of Meteorite. In return the shareholders and holders of convertible securities of Kobo will receive shares and convertible securities in the capital of Resulting Issuer (Meteorite). The Resulting Issuer will carry out the business of Kobo. The Proposed Transaction is subject to a number of conditions precedent to closing, including, but not limited to: (i) receipt of all regulatory approvals with respect to the Proposed Transaction and the listing of the shares of the Resulting Issuer on the TSX-V; (ii) approval of the Proposed Transaction by the board of directors of each of Kobo and Meteorite; (iii) approval of the Consolidation, Name Change and the amendment to the stock option plan; (iv) completion of private placements of no less than $3,000,000 and; (v) confirmation of no material adverse change by Kobo and Meteorite.

As of November 29, 2022, CEO Edouard Gosselin and President/COO Paul Sarjeant respectively own 15,500,000 and 8,000,000 Common Shares or 28.60% and 14.76% of the outstanding securities issued by the Corporation.

As of November 29, 2022, a third insider, Mr. Jean Coté and a fully controlled company by Mr. Coté, Gestion JCJC Inc., collectively own 6,520,073 Common Shares or 12.03% of the outstanding securities of the Corporation.

SUMMARY OF EXPLORATION ACTIVITIES

2019

The Corporation did not conduct exploration work on the Kossou Project at any time during the calendar year of 2019 as the Kossou Permit was only issued on November 6, 2019 by the Government of Côte d’Ivoire.

2020

The Corporation did commence its exploration activities at the Kossou Project in the second half of the 2020 calendar year. Access to the property was extensively limited or non-existent from March to July 2020 due to travel restrictions imposed following the declaration by the World Health Organization on March 11, 2020 that the COVID-19 coronavirus disease had become a global pandemic, among others. The outbreak of COVID-19 resulted in travel and border restrictions, quarantines, supply chain disruptions, lower consumer demand and general market uncertainty. The Corporation was affected by travel and border restrictions as well as imposed quarantines. Nonetheless, the Corporation has been able to complete a significant amount of field work in advance of a proposed drilling program.

During August 2020, the Corporation conducted a 1,195.4-line kilometre UAV-borne magnetics survey with 50 metres spaced flight lines at a height of approximately 60 metres above ground

level. This survey covered what is believed to be the most prospective portion of the license area concentrating on the government mapped volcanic units located within the perimeter of the research permit as well as the zone covered by a classified forest.

Subsequent to the UAV-borne magnetic survey, the Corporation initiated an exploration program with a focus on mapping, soil geochemical surveying and rock sampling of the Road Cut Zone (the “ RCZ ”) initially identified in 2016 and adjacent areas as well as areas of possible extensions to known zones of mineralisation (the “ 2020-2021 Soil Geochemistry Program ”).

Through the course of work to date, the Corporation completed 1,090 soil samples with a maximum gold value of 28.227 ppm, 669 rock samples with a maximum gold value of 15.99g/t, 244 trenching samples and a 1,195-line kilometre magnetic survey. The results show an anomalous zone of gold mineralisation within the RCZ area, the Kadie and Jagger zones as well as other areas of interest. Additional geological mapping and analysis are ongoing with the goal to initiate diamond drilling on the RCZ and other priority target areas.

2021

In Q1 2021, the Corporation contracted InnovExplo to carry out a structural and geological study on key area of interest at Kossou Permit. Results of the work program have provided the Corporation increase knowledge on the geology and structural controls on gold mineralisation across the norther portion of the permit area. The Corporation also continued geological mapping and sampling to further develop its understanding of the geology in advance of anticipated drilling in 2022.

In October 2021, the Corporation acquired five plots in the village of Kossou, Côte d’Ivoire of an aggregate size of 2,600 m[2] for a total amount of $8,000, which plots and land will eventually serve for the Corporation’s local base operations.

2022

During Q1, Q2 and Q3 2022, the Corporation continued limited geological mapping and sampling to further develop its understanding of the geology of the properties and has begun planning its drill program in advance of anticipated drilling in Q1 of 2023.

OUTLOOK

For the remainder of 2022, the Corporation intends to pursue the completion of the reverse takeover agreement in principal concluded with Meteorite Capital Inc. (MTR.P : TSX-V).

SELECTED QUARTERLY SUMMARY FINANCIAL INFORMATION

	Three months ended September 30, 2022 $	Three months ended September 30, 2021 $	Nine Months ended September 30, 2022 $	Nine Months ended September 30, 2021 $
Exploration expenses	65,943	116,052	140,778	374,191
Write-off of deferred Expenses	215,349	-	215,349	-
Net loss and comprehensive loss for the period	352,323	358,117	869,584	999,282
Basic and diluted net loss per share	0.007	0.007	0.016	0.021
	As at September 30, 2022 $	As at December 31, 2021 $
Total assets	188,785	721,337
Total current liabilities	863,008	621,171
Total long-term debt	42,944	38,350

Exploration expenses

The Corporation has renamed the Bongouanou permit and the latter will now be referred to going forward as the Kotobi permit. The reason for this change is for better clarity going forward as the Kotobi license is located within three (3) regional administrative departments being those of Arrah, Bongouanou and Daoukro regional area.

Exploration expenses decreased by $50,109 in the three months ended September 30, 2022 compared to the same period in 2021 and by $233,413 for the nine months ended September 30, 2022 compared to the same period in 2021. Most of the exploration expenses for 2022 were incurred on the Kossou Permit as it is the primary objective. Exploration expenses incurred for the three months and nine months ended September 30, 2022 and 2021 are detailed hereinafter:

Geochemistry
(Laboratory)
Geophysics
Geology and sampling
Exploration tools
Exploration
office
expenses
Duties, taxes and permits
Vehicles expenses

Three months ended
Three months ended
Nine months ended
Nine months ended
Sept. 30, 2022
Sept. 30, 2021
Sept. 30, 2022
Sept. 30, 2021
K1
K2
Total
K1
K2
Total
K1
K2
Total
K1
K2
Total
$ $ $ $ $ $ $ $ $ $ $ $ 0
0
0
9,312
0
9,312
0
0
0
72,586
0
72,586
0
0
0
23,947
0
23,947
2,550
0
2,550
85,507
0
85,507
59,271 0
59,271 57,282
0
57,282
114,337 0
114,337 154,483 0
154,483
101
0
101 1,804
0
1,804
368
0
368
7,820
0
7,820
2,977
1,227 4,204
9,454
2,370 11,824
10,551
3,755 14,306
21,070
4,055 25,125
41
0
41
836
0
836
1,922
0
1,922
996
0
996
2,326
0
2,326
11,047
0
11,047
7,295
0
7,295
27,674
0
27,674

64,716 1,227 65,943 113,682 2,370 116,052
137,023
3,755
140,778 370,136 4,055
374,191

K[1] : Kossou Permit
K[2] : Kotobi Permit

SHARE CAPITAL

Modification of Share Capital

The authorized and issued share capital of the Company has been amended on September 19, 2022 to remove the “private issuer” restrictions, rename the class A shares as Common Shares and create a class of Preferred Shares issuable in series .

Nine months ended September 30, 2022

No shares were issued during the nine months ended September 30, 2022. However, the Corporation received on September 29, 2022 a subscription agreement for the issuance of 250,000 Common Shares at a price of $0.20 each for which it received a cash consideration of $50,000, these shares are yet to be issued.

Nine months ended September 30, 2021

From January 1 to September 30, 2021, the Corporation issued 2,936,002 Common Shares at a price of $0.30 each for a cash consideration of $880,801.

On March 31, 2021, the Corporation issued 120,000 Common Shares at a price of $0.30 each to repay accounts payable to directors for an amount of $36,000.

On June 30, 2021, the Corporation issued 500,000 Common Shares upon the exercise of 500,000 warrants at a price of $0.30 each for a cash consideration of $150,000

On June 30, 2021, the Corporation issued 8,000,000 Common Shares upon the exercise of 8,000,000 stock options at a price $0.02 each for a cash consideration of $160,000. The value of options that was reclassified into share capital was $1,113,330.

Summary of Quarterly Results

The Corporation has recorded no revenue in the prior eight (8) quarters.

Three months ended September 30, 2022 June 30, 2022 March 31, 2022 December 31, 2021 September 30, 2021 June 30, 2021 March 31, 2021 December 31, 2020	Total assets $ 188,785 504,268 706,994 721,337 783,142 1,038,645 935,459 336,449	Net Loss and Comprehensive Loss for the period $ 352,323 244,600 272,661 467,300 358,117 321,906 319,259 238,582	Basic and diluted Net loss per share
			$ 0.007 0.005 0.005 0.009 0.007 0.007 0.007 0.006

Discussion of Quarterly Results

During the three months ended December 31, 2020 Kobo collected 325 soil samples and 403 rock samples as well conducting geological mapping and trenching activities. The Corporation contracted a third party to conduct a 3D Magnetic Vector Inversion of the UAV-borne magnetic survey data previously collected during the three months ended December 31, 2020.

During the three months ended March 31, 2021 Kobo collected 879 soil samples and 74 rock samples and continued its geological mapping and trenching activities.

During the three months ended June 30, 2021 Kobo continued its soil (1261 samples) and rock (40 samples) sampling activities as well as additional geological mapping and trenching activities. The Corporation has not received the results of analysis for these samples yet. The Corporation also contracted a third party to proceed to a structural analysis of the various zones of interest discovered to date.

During the three months ended September 30, 2021, the Corporation incurred a net loss and comprehensive loss of $358,117 compared to $341,006 for the three months ended September 30, 2020. The increase in net loss is due to an increase in professional fees for an amount of $104,876 and a decrease in exploration expenses on the Kossou property of $79,565.

During the three months ended September 30, 2021 Kobo continued its soil (932 samples) and rock (150 samples) sampling activities as well as additional geological mapping and trenching activities. The Corporation has not received the results of analysis for these samples yet. The Corporation received the structural analysis commissioned of the various zones of interest discovered to date including potential drill targets.

During the three months ended December 31,2021, the Corporation incurred a net loss and a comprehensive loss of $467,300 compared to $238,582 for the three months ended December 31, 2020. The increase in net loss is due to an increase in legal and accounting fees for an amount of $265,000 in conjunction with the proposed IPO and a decrease in exploration expenses of $34,000 following management’s decision to concentrate its exploration activities exclusively on the Kossou Gold Permit.

During the three months ended March 31, 2022, the Corporation incurred a net loss and a comprehensive loss of $272,661 compared to $319,259 for the three months ended March 31, 2021. The Corporation reduced its exploration activities considerably to $34,084 for the three months ended March 31, 2022 compared to $118,395 for the three months ended March 31, 2021 and increased its professional fees to $140,789 for the three months ended March 31, 2022 compared to $45,070 for the three months ended March 31, 2021. The variation in exploration expenses and professional fees is due to the Corporation concentration its efforts on the proposed IPO.

During the three months ended June 30, 2022, the Corporation incurred a net loss and a comprehensive loss of $244,600 compared to $321,906 for the three months ended June 30, 2021. The Corporation reduced its exploration activities considerably to $40,752 for the three months ended June 30, 2022 compared to $139,744 for the three months ended June 30, 2021 and increased its professional fees to $87,140 for the three months ended June 30, 2022 compared to $50,205 for the three months ended June 30, 2021. The variation in exploration expenses and professional fees is due to the Corporation’s concentration its efforts on the proposed IPO.

During the three months ended September 30, 2022, the Corporation incurred a net loss and a comprehensive loss of $352,323 compared to $358,117 for the three months ended September 30, 2021. The Corporation maintained the reduction in its exploration activities to $65,943 for the three months ended September 30, 2022 compared to $116,052 for the three months ended September 30, 2021 and decreased its professional fees to $11,042 compared to $124,088 for the three months ended September 30, 2021. The variation in exploration expenses and professional fees is due to the Corporation’s concentration its efforts on the proposed IPO which was terminated as a result of the market conditions.

The Corporation has elected not to proceed with its contemplated IPO and therefore the capitalized costs related to the share issuance as deferred expenses in the amount of $215,349 was written off in the three months ended September 30, 2022

Liquidity and Capital Resources

As at September 30, 2022 the Corporation had a cash balance of $141,705 and a working capital deficiency of $704,517 compared to a working capital of $11,795 as at December 31, 2021. The decrease in working capital is due to management fees, professional fees and deferred expenses incurred related to the IPO.

Exploration Work Programs

The Corporation has an implied commitment in terms of spending on work programs submitted to regulatory bodies in order to maintain the good standing of exploration and exploitation permits at its mineral properties, including the Kotobi Project and the Kossou Project. The following table sets forth the Corporation’s long-term obligations as per the conditions of each permit at the time of grant, subject to fluctuations in currency exchange rates:

Kotobi Permit (301.75 Kossou Permit km[2] ) (147.365 km[2] ) Y1 (Kotobi: 04/24/2019 – 04/23/2020) 100 millions CFA F 110 millions CFA F (Kossou : 11/06/2019 – 11/05/2020) Y2 (Kotobi: 04/24/2020 – 04/23/2021) 100 millions CFA F 110 millions CFA F (Kossou : 11/06/2020 – 11/05/2021) Y3 (Kotobi: 04/24/2021 – 04/23/2022) 100 millions CFA F 110 millions CFA F (Kossou : 11/06/2021 – 11/05/2022) Y4 (Kotobi: 04/24/2022 – 04/23/2023) 200 millions CFA F 220 millions CFA F (Kossou : 11/06/2022 – 11/05/2023)

Capital Resources

As at September 30, 2022 the Corporation had a cash balance of $141,705, and commodity taxes receivable of $16,786. The Corporation is planning to raise additional funds concurrent with the completion of its planned reverse takeover with Meteorite Capital Inc. (MTR.P:TSX-V) with the intention to use most of the net proceeds to advance work related to its planned exploration and drilling program at the Kossou Project as well as incur the minimal work program on its Kotobi Permit. The remainder of the funds will be used for general corporate and working capital purposes during 2022 and 2023.

As at date hereof, the Corporation’s capital structure consists of Common Shares, as well as options to purchase Common Shares and warrants to purchase Common Shares. The Corporation’s objectives are to safeguard its ability to continue as a going concern in order to pursue the development of the Kotobi Project and the Kossou Project and other opportunities and to maintain a flexible capital structure which optimizes the cost of capital at an acceptable risk.

The Corporation manages its capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the

capital structure, the Corporation may attempt to issue Common Shares, new debt, acquire or dispose of assets, or rebalance its holdings of cash and cash equivalents. In order to facilitate the management of its capital requirements, the Corporation prepares annual expenditure budgets that are updated as necessary depending on various factors, including capital deployment, results from the exploration and development of its properties and general industry conditions. The annual and updated budgets will be approved by the Board.

In order to maximize ongoing development efforts, the Corporation does not pay dividends. The Corporation’s investment policy is to invest its cash in highly liquid, short-term, interest-bearing investments with maturities of six months or less from the original date of investment, selected with regards to the expected timing of expenditures for operations.

The Corporation’s capital management objective is to have sufficient capital to be able to pursue its exploration activities plan in order to ensure the growth of its assets. It has also the objective to have sufficient liquidity to finance the exploration expenses, the investing activities and its working capital requirements. No changes were made to the objectives and policies during the three months ended September 30, 2022.

As at September 30, 2022, the Corporation shows a shareholders’ deficiency amounting to $734,223.

In order to maintain or adjust the capital structure, the Corporation may issue new capital instruments and acquire or sell mining properties to improve its financial performance and flexibility.

The access to financing depends on the economic situation and state of the equity and credit markets.

Off-Balance Sheet Arrangements

The Corporation had no off-balance sheet arrangements for the periods under review.

Transactions with Related Parties

Transactions between the Corporation and its related parties occurred in the normal course of operations and are measured on terms equivalent to those that prevail in arm’s length transactions.

	Three months	Three months	Nine months	Nine months
	ended Sept. 30,	ended Sept. 30,	ended Sept. 30,	ended Sept. 30,
	2022	2021	2022	2021
	$	$	$	$
Compensation of key management
Share-based compensation	8,279	43,108	45,195	187,281

	Three months	Three months	Nine months	Nine months
	ended Sept. 30,	ended Sept. 30,	ended Sept. 30,	ended Sept. 30,
	2022	2021	2022	2021
Management fees	41,636	52,445	161,050	175,029
	49,915	95,553	206,245	363,310

(1) As at September 30, 2022 an amount of $3,376 (nil as at December 31, 2021) is included in accounts payable regarding compensation of key management.

Financial instruments

Financial assets and liabilities have been classified into categories that determine their basis of measurement and, for items measured at fair value, whether changes in fair value are recognized in the consolidated statement of loss and comprehensive loss. These categories are financial assets and financial liabilities at amortized cost.

The following table shows the carrying amounts of assets and liabilities for each of these categories:

Financial assets at amortized cost Cash Financial liabilities at amortized cost Accounts payable Advances from a director and a consultant Long-term debt	As at Sept. 30, 2022 $ 141,705	As at December 31, 2021 $ 506,915
	834,903 - 42,944	589,269 1,219 38,850
	877,847	628,838

There are no financial instruments measured at fair value.

Financial risk factors

Due to the nature of its activities, the Corporation is exposed to financial risks: market risk, credit risk and liquidity risk. No significant changes occurred for the nine months ended September 30, 2022 compared to 2021 concerning financial risks factors.

Market risk – Fair Value

due to their near-term maturities; this includes cash and accounts payable. Long-term debt approximates carrying amount due to discounted interest rate used.

Foreign exchange risk

As of September 30, 2022, the Corporation is exposed to foreign exchange risk arising from currency exposures, primarily with respect to the US dollars and CFA francs.

The Corporation holds a balance in US dollars for an amount of $20,003 ($27,654 in Canadian dollars).

The Corporation holds balances in cash, security deposits and accounts payable in the CFA francs. Accordingly, the Corporation is exposed to foreign exchange risk due to exchange rate fluctuations. The Corporation does not use any derivatives to mitigate its exposure to foreign exchange risk.

Cash Security deposits Accounts payable Net balance in Canadian dollars Net balance in CFA francs	As at Sept. 30, 2022 As at December 31, 2021 $ $ 9,194 17,645 5,107 5,107 (45,444) (108,768)
	(31,143) (86,016)
	(15,466,548) (39,437,476)

Assuming that all other variables are constant, a 5% weakening or strengthening of dollar exchange rate would generate an immaterial impact on the net loss of the Corporation for the nine months ended September 30, 2022.

Credit Risk

Credit risk is the risk of a financial loss to the Corporation if a counterparty to a financial instrument fails to meet its contractual obligations. Credit risk arises principally from the Corporation’s cash from deposits with banks and the carrying amount of this financial asset represents the Corporation’s maximum exposure to credit risk as at the date of the financial statements. The credit risk on cash is limited because the counterparties are banks with high credit ratings assigned by international credit rating agencies.

Liquidity Risk

Liquidity risk is the risk that the Corporation will not be able to meet its financial obligations associated with its financial liabilities as they fall due.

have sufficient liquidity to finance the exploration expenses, the investing activities and its working capital requirements. In order to maintain or adjust the capital structure, the Corporation may issue new capital instruments and acquire or sell mining properties to improve its financial performance and flexibility. The access to financing depends on the economic situation and state of the equity and credit markets.

As at September 30, 2022, all of the Corporation’s financial liabilities had contractual maturities of less than one year except for the long-term debt and the Corporation did not have enough cash available to meet its financial liabilities.

The contractual maturities of financial liabilities as at September 30, 2022, are as follows:

	Carrying	Contractual	Less than one	Between one	Between two
	amount	amount	year	and two years	and five years
	$	$	$	$	$
Accounts payable	834,903	834,903	834,903	-	-
Long term debt	42,944	60,000	-	22,500	37,500

NEW ACCOUNTING STANDARDS

The new accounting standards issued and adopted by the Corporation are disclosed in note 2 to the Financial Statements.

RISKS AND UNCERTAINTIES

The operations of the Corporation are speculative due to the high risk nature of its business which includes the acquisition, financing, exploration, development and operation of mining properties. The material risks and uncertainties should be taken into account in assessing the Corporation’s activities are described under the heading “Risks and Uncertainties” in the Prospectus available at http://www.sedar.com. Any one or more of these risks and uncertainties could have a material adverse effect on the Corporation.

MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL INFORMATION

The financial information presented in this MD&A is the responsibility of the Corporation’s management and was approved by the Board of Directors.

November 29, 2022.

Chief Executive Officer Chief Financial Officer

(S)__ (S)__ Edouard Gosselin Gilles Couture

KOBO RESOURCES INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS

YEAR ENDED DECEMBER 31, 2021

The following management’s discussion and analysis (“ MD&A ”) of Kobo Resources Inc. (“ Kobo ” or the “ Corporation ”) should be read in conjunction with the audited consolidated financial statements of the Corporation for the years ended December 31, 2021 and 2020 and related notes therein (the “ Financial Statements ”). The financial information in this MD&A is reported in Canadian dollars unless otherwise indicated and is derived from the Financial Statements prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“ IFRS ”). The effective date of this MD&A is April 18, 2022. Additional information about the Corporation and its business activities is available on SEDAR at www.sedar.com and the Corporation’s website www.koboresources.com, which is still under construction.

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION

Forward-looking statements and forward-looking information are not guarantees of future performance and are based upon a number of estimates and assumptions of management at the date the statements are made including without limitation, assumptions about the following (the “Forward-Looking Factors”): future prices of gold and other metals; successful exploration, development, and production; performance of contractual obligations by counterparties; operating

conditions; political stability; obtaining governmental approvals and financing on time; financial projections and budgets; obtaining licenses and permits; government regulation of the Corporation’s mining activities; environmental risks and expenses; market conditions; the securities market; price volatility of the Corporation’s securities; currency exchange rates; foreign mining tax regimes; financial projections and results; competition; availability of sufficient capital, infrastructure, equipment and labour; litigation; land title issues; local community issues; estimation of mineral resources; realization of mineral resources; timing and amount of estimated future production; the life of mine; reclamation obligations; changes in project parameters as plans continue to be evaluated; and anticipated costs and expenditures and our ability to achieve the Corporation’s goals. While we consider these assumptions to be reasonable, the assumptions are inherently subject to significant business, social, economic, political, regulatory, competitive and other risks and uncertainties, contingencies, many of which are based on factors and events that are not within the control of the Corporation and there is no assurance they will prove to be correct.

Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ from those reflected in the forward-looking statements, including, without limitation, known and unknown risks, uncertainties and other factors relating to the Forward- Looking Factors above, and those factors disclosed under the heading “Risk Factors” in the Corporation’s final long form prospectus dated March 30, 2022 (the “ Prospectus ”) available at http://www.sedar.com and the Corporation’s other continuous disclosure documents filed from time to time with the securities regulators in the provinces of Canada.

BUSINESS OVERVIEW

Kobo is a junior Canadian exploration and mining development company focused on acquiring, exploring and developing gold property assets located in West Africa, primarily in Côte d’Ivoire which include the Kossou Permit and the Bongouanou Permit (collectively, the “Kobo Properties”). As at the date hereof, Kobo’s sole material asset is the Kossou Permit. The Corporation has not yet determined whether the Kossou Permit contain mineral reserves that are

economically recoverable. The continued operations of Kobo and the recoverability of the amounts shown for the Kobo Permits is dependent upon, among other things, the existence of economically recoverable mineral reserves, the ability of Kobo to obtain necessary financing to complete the exploration and development of such properties and upon future profitable production from or disposition of such properties.

Kobo Resources Inc. created a 100% owned subsidiary in Côte d’Ivoire in September 2016 under the legal name Kobo Ressources Côte d’Ivoire SA.

On April 24, 2019, a research permit (the “ Bongouanou Permit ”) was awarded to KRCI and is located within the Birimian Dimbokro-Abengourou Belt, Boaulé-Mossi domain. It is located in the administrative departments of Arrah, Bongouanou and Daoukro covering 301.75 km[2] . The Bongouanou Permit forms the basis of the Bongouanou Project. The Bongouanou Permit is issued for four years and is renewable for two consecutive three years term with an additional possible two years term. Pursuant to the terms of the Bongouanou Permit, the Corporation is required to engage 100 million CFA F in expenses related to exploration activities annually in each of the first three years and 200 million CFAF in the fourth year. The Corporation incurred nearly all the required exploration expenses for the first year. At this time, the Corporation has not yet incurred the exploration expenses for the second year and expects to fulfill its exploration expenses commitment within third year which is still ongoing. The Corporation has paid the required annual surface right payments for each of the first 4 years for the Bongouanou Permit. For more detailed information on the exploration expenses incurred the Corporation refers the reader to the table included herein in the section titled “SELECTED ANNUAL FINANCIAL INFORMATION”, sub-title “Year ended December 31, 2021 compared to year ended December 31, 2020”.

reader to the table included herein in the section titled “SELECTED ANNUAL FINANCIAL INFORMATION”, sub-title “Year ended December 31, 2021 compared to year ended December 31, 2020”.

As of April 18, 2022, there are (i) 54,195,999 common shares (“ Common Shares ”) issued and outstanding, (ii) 2,750,000 options outstanding and an additional 400,000 options which have been granted subject to certain conditions, which conditions have not been satisfied as of the date hereof, and (iii) 4,250,034 warrants to purchase Common Shares outstanding. There are 7,400,034 Common Shares issuable pursuant to options and warrants to purchase Common Shares.

Since inception (December 2015), the Corporation issued 54,195,999 Common Shares for a total consideration of $5.7 million. Over the years, the Corporation has awarded to its management, directors, and a consultant a total of 3,150,000 Options and issued 4,250,034 warrants to purchase Common Shares at a price of $0.30 per Common Share to high-net-worth investors.

On November 25, 2021, Kobo filed a preliminary prospectus to have its Common Shares listed on the TSXV as a Tier 2 Mining Issuer pursuant to an IPO. The Corporation also filed its technical report NI 43-101 in support of the preliminary prospectus.

On January 27, 2022, Kobo filed an amended and restated preliminary prospectus as well as an amended technical report NI 43-101.

On March 30, 2022, Kobo filed the final Prospectus and aims to raise a minimum of $5,000,000 and a maximum of $10,000,000 (the “ Offering ”) through the issuance of Units priced at $0.35 each, each Unit being comprised of one (1) Common Share and one-half (1/2) of one Common Share purchase warrant (each whole warrant, a “ Warrant ”), each whole Warrant entitling the holder to purchase one Common Share for the purchase price of $0.40 per Common Share for a period of 3 years from the closing date of the Offering which is expected to be at the latest June 28, 2022.

The Corporation granted the agents acting in connection with the Offering an option to increase the size of the Offering by up to 15.0%, exercisable in whole or in part at any time for a period of 30 days after and including the closing date of the Offering.

As of April 18, 2022, CEO Edouard Gosselin and President/COO Paul Sarjeant respectively own 15,500,000 and 8,000,000 Common Shares or 28.60% and 14.76% of the outstanding securities issued by the Corporation. The percentage of ownership after the minimum Offering will decrease to 22.71% for Mr. Edouard Gosselin and 11.72% for Mr. Paul Sarjeant and respectively to 18.78% and 9.69% in the event of a maximum Offering.

As of April 18, 2022, a third Insider, Mr. Jean Coté and a fully controlled company by Mr. Coté, Gestion JCJC Inc., collectively own 6,220,073 Common Shares or 11.48% of the outstanding

securities of the Corporation. The percentage of ownership after the minimum Offering will decrease to 9.11% and to 7.53% in the event of a maximum Offering.

COVID-19

On March 11, 2020, the World Health Organization declared the rapidly spreading COVID-19 outbreak as a global pandemic. The Corporation has closely monitored developments in the COVID-19 outbreak and has implemented preventative measures to ensure the safety of the Corporation’s workforce and local communities. As at the date hereof, there have been no outbreaks of COVID-19 at the Corporation’s operations.

As a result of the COVID-19 pandemic, Côte d’Ivoire closed its borders on March 22, 2020, and imposed internal travel restrictions soon after. The Corporation took the decision, in the interests of the safety and well-being of its staff and the local inhabitants, to cease exploration activities on March 25, 2020. On May 26, 2020, Kobo recommenced its exploration activities in Côte d’Ivoire based on the government’s guidelines and health authorities lifting restrictions in the country. The situation in Côte d’Ivoire as a result of the COVID-19 pandemic continues to evolve and it is possible that prior restrictions will be put back in force, or new restrictions introduced that may require the Corporation to cease exploration activities on the Kossou and Bongouanou Permits in the future.

The current global uncertainty with respect to the spread of COVID-19, the rapidly evolving nature of the pandemic and local and international developments related thereto and its effect on the broader global economy and capital markets may have a negative effect on the Corporation and the advancement of the Kossou Permit exploration program. While the precise impact of the COVID-19 outbreak on the Corporation remains unknown, rapid spread of COVID-19 and declaration of the outbreak as a global pandemic has resulted in travel advisories and restrictions, certain restrictions on business operations, social distancing precautions and restrictions on group gatherings which are having direct impacts on businesses in Canada, the United States and around the world and could result in travel bans, closure of assay labs, work delays, difficulties for contractors and employees getting to site, and diversion of management attention all of which in turn could have a negative impact on development of the Kossou Permit exploration program and the Corporation generally. The spread of COVID-19 may also have a material adverse effect on global economic activity and could result in volatility and disruption to global supply chains and the financial and capital markets, which could affect the business, financial condition, results of operations and other factors relevant to the Corporation, including its ability to raise additional financing.

SUMMARY OF EXPLORATION ACTIVITIES

2019

2020

During August 2020, the Corporation conducted a 1,195.4-line kilometre UAV-borne magnetics survey with 50 metres spaced flight lines at a height of approximately 60 metres above ground level. This survey covered what is believed to be the most prospective portion of the license area concentrating on the government mapped volcanic units located within the perimeter of the research permit as well as the zone covered by a classified forest.

2021

In Q1 2021, the Corporation contracted InnovExplo to carry out a structural and geological study on key area of interest at Kossou Permits. Results of the work program have provided the Corporation increase knowledge on the geology and structural controls on gold mineralisation across the norther portion of the permit area. The Corporation also continued geological mapping and sampling to further develop its understanding of the geology in advance of anticipated drilling in 2022.

OUTLOOK

2022 Kossou Permit

Assuming that the Corporation would be successful in raising the Minimum Offering, a breakdown of the estimated costs to carry out the exploration and drilling programs on the Kossou Project for the next 6 months is set out below:

Phase 1 Budget – 0 - 6 months Exploration program: Soil analytical costs Soil collection Northeast Auger Program Trenching - excavation Rock analytical costs Structural geology consultant UAV magnetic survey Geology staff costs Travel/logistics Contingency (10%) Sub-Total – exploration Diamond drilling: Coring costs (all-in costs and assay) Contingency (10%) Sub-Total – drilling Phase 1 Total			Cost
		$40,000 $12,500 $70,000 $15,000 $20,000 $31,250 $60,000 $265,875 $33,000 $54,763 $602,388 $877,500 $87,750 $965,250 $1,567,638

Assuming that the Corporation would be successful in raising the Minimum Offering, a breakdown of the funding sufficient to carry out the exploration and drilling programs on the Kossou Project and the administrative costs and expenses for the next 6 to 12 months is set out below:

Phase 2 Budget – 6 to 12 months: Exploration program Geology staff costs Contingency (10%) Sub-Total – exploration Diamond drilling: Coring costs (all-in costs and assay) Contingency (10%) Sub-Total – drilling Phase 2 Total			Cost
		$265,875 $26,588 $292,463 $1,202,500 $120,250 $1,322,750 $1,615,213

Assuming that the Corporation would be successful in raising the Maximum Offering, a breakdown of the estimated costs to carry out the exploration and drilling programs on the Kossou Project for the next 0 to 12 months is set out below:

Phase 1 Budget 0 – 12 months Exploration program: Soil analytical costs Soil collection Northeast Auger Program Trenching – excavation Rock analytical costs Structural geology consultant Geophysics (IP) Lidar survey Geology staff costs Travel/logistics Contingency (10%) Sub-Total – exploration Diamond drilling: Coring costs (all-in costs and assay) Contingency (10%) Sub-Total – drilling Phase 1 Total		Cost
		$80,000 $25,000 $47,000 $25,000 $50,000 $31,250 $60,000 $35,000 $531,750 $66,000 $95,100 $1,046,100 $1,787,500 $178,750 $1,966,250 $3,012,350

Phase 1 Budget 0 – 12 months

Assuming that the Corporation would be successful in raising the Maximum Offering, a breakdown of the funding sufficient to carry out the exploration and drilling programs on the Kossou Project and the administrative costs and expenses for the next 13 to 24 months is set out below:

Phase 2 Budget 13 to 24 months Exploration program: Geology staff costs Contingency (10%) Sub-Total – exploration Diamond drilling: Coring costs (all-in costs and assay) Contingency (10%) Sub-Total – drilling Phase 2 Total		Cost
		$997,031 $99,703 $1,096,734 $2,762,500 $276,250 $3,038,750 $4,135,484

Phase 2 Budget 13 to 24 months

While the Corporation currently intends to use the funds as stated in the Prospectus, it will have discretion in the actual use of its available funds and may elect to use such funds differently than as described in the Prospectus, if the Corporation believes it is in its best interests to do so.

If the Over-Allotment Option is exercised in full, the Corporation will receive additional net proceeds, which the Corporation will use for general working capital and corporate purposes.

2022 – Bongouanou

Assuming a successful IPO Kobo intends to allocate $450,000 to exploration activities on the Bongouanou Permit which will mainly consist of a UAV magnetic survey over the entire permit area, prospecting and mapping, compilation of soil results and magnetic survey results.

SELECTED ANNUAL FINANCIAL INFORMATION

	12/31/2021 $	12/31/2020 $
Exploration Costs	448,136	477,429
Net loss and comprehensive loss for theyear	1,466,582	990,760
Basic and dilutednetloss pershare	0.030	0.026
Total assets	721,337	336,449
Total current financial liabilities	621,171	282,522
Total longterm tebt	38,350	22,120

Year ended December 31, 2021 compared to year ended December 31, 2020

For the year ended December 31, 2021 Kobo incurred a net and comprehensive lost of $1,466,582 compared to $990,760 for the year ended December 31, 2020. Share-based compensation was $221,576 for 2021 compared to $127,652 for 2020 due to the granting of options in January 2021 and professional fees were $608,540 for 2021 compared to $164,630 for 2020. The increase in professional fees is explained by the legal and accounting fees incurred for the Corporation’s IPO. Exploration expenses decreased by $29,293 in 2021 compared to 2020. Most of the exploration expenses for 2021 were incurred on the Kossou Permit whereas in 2020 the Corporation allocated its exploration expenses between both of its permits, Kossou and Bongouanou. In the fall of 2020, Management decided to concentrate its exploration activities on the Kossou permit as it became its primary objective. Exploration expenses incurred for years ended in December 31, 2021 and 2020 are detailed hereinafter:

Year ended December 31,2021 Kossou ($) Bongouanou ($) Total ($) 72,354 0 72,354 85,567 0 85,567 207,489 0 207,489 10,778 0 10,778 28,944 4,954 33,898 2,196 2,196 35,854 0 35,854 443,182 4,954 448,136	Year ended December 31,2021 Kossou ($) Bongouanou ($) Total ($) 72,354 0 72,354 85,567 0 85,567 207,489 0 207,489 10,778 0 10,778 28,944 4,954 33,898 2,196 2,196 35,854 0 35,854 443,182 4,954 448,136	Year ended December 31,2020	Year ended December 31,2020	Year ended December 31,2020
Kossou ($) 72,354 85,567 207,489 10,778 28,944 2,196 35,854 443,182	Bongouanou ($) 0 0 0 0 4,954 0 4,954	Kossou ($) 11,008 119,361 108,477 35,036 8,583 1,273 18,655 302,393	Bongouanou ($) 63,416 0 75,463 15,202 10,357 2,361 8,237 175,036	Total ($)
				74,424 119,361 183,940 50,238 18,940 3,634 26,892
				477,429

SHARE CAPITAL

Year 2021

During the year 2021, the Corporation issued 2,936,002 Class A shares at a price of $0.30 each for a cash consideration of $880,801.

On March 31, 2021, the Corporation issued 120,000 Class A shares at a price of $0.30 each to repay accounts payable to directors for an amount of $36,000.

On June 30, 2021, the Corporation issued 500,000 Class A shares upon the exercise of 500,000 warrants at a price of $0.30 each for a cash consideration of $150,000

On June 30, 2021, the Corporation issued 8,000,000 Class A shares upon the exercise of 8,000,000 stock options at a price $0.02 each for a cash consideration of $160,000. The value of options that was reclassified into share capital was $1,113,330.

On October 7, 2021, the Corporation issued 222,222 Class A shares upon the exercise of 222,222 warrants at a price of $0.20 each for a cash consideration of $44,444.

Summary of Quarterly Results

The Corporation has recorded no revenue in the prior eight (8) quarters.

Three months ended December 31, 2021 September 30, 2021 June 30, 2021 March 31, 2021 December 31, 2020 September 30, 2020 June 30, 2020 March 31, 2020	Total assets (unaudited) $ 721,337 783,142 1,038,645 935,459 336,449 264,192 181,553 202,852	Net Loss and Comprehensive Loss for the period (unaudited) $ 467,300 358,117 321,906 319,259 238,582 341,006 202,297 208,875	Basic and diluted Net loss per share (unaudited)
			$ 0.009 0.007 0.007 0.007 0.006 0.008 0.006 0.006

Discussion of Quarterly Results

During the three months ended March 31, 2020, Kobo ramped up its exploration activities on the Bongouanou Permit, secured housing for its local personnel, purchased equipment and began a soil geochem program. The activities were suspended late March 2020 due to Covid-19 restrictions imposed by the government and the decision made by the Corporation to reduce the health risk of the contracted personnel by suspending the activities.

During the three months ended June 30, 2020 and more particularly late May 2020, the Corporation restarted its soil geochem program on the Bongouanou Permit until July 5, 2020. Approximately 2800 geochem samples were collected during exploration activities on the Bongouanou Permit for the three months ended March 31, 2020 and the three months ended June 30, 2020.

During the three months ended September 30, 2020, Kobo decided to suspend its soil geochem program on the Bongouanou Permit after having assessed the results from the campaign and concluded that any resumption of the soil geochem program would be preceded by the conducting of a UAV-borne magnetic survey.

The Corporation decided to allocate its capital in priority to its Kossou Permit during the three months ended September 30, 2020 and conducted a UAV-borne magnetic survey during the month of August 2020. The survey covered part of the permit and the classified forest for a total of 1,195 line kilometre magnetic survey. Immediately after, the Corporation began a geochem soil program on the RCZ area of discovery and adjacent areas within the perimeter of the research permit.

During the three months ended March 31, 2021 Kobo collected 879 soil samples and 74 rock samples and continued its geological mapping and trenching activities.

During the three months ended June 30, 2021 Kobo continued its soil (1261 samples) and rock (40 samples) sampling activities as well as additional geological mapping and trenching activities. The

Corporation has not received the results of analysis for these samples yet. The Corporation also contracted a third party to proceed to a structural analysis of the various zones of interest discovered to date.

Liquidity and Capital Resources

As at December 31, 2021 the Corporation had a cash balance of $506,915 following the issuance of shares during the first three quarters of 2021.

Exploration Work Programs

The Corporation has an implied commitment in terms of spending on work programs submitted to regulatory bodies in order to maintain the good standing of exploration and exploitation permits at its mineral properties, including the Bongouanou Project and the Kossou Project. The following table sets forth the Corporation’s long-term obligations as per the conditions of each permit at the time of grant, subject to fluctuations in currency exchange rates:

Y1 (Bongouanou: 04/24/2019 – 04/23/2020) (Kossou : 11/06/2019 – 11/05/2020)

Bongouanou Permit Kossou Permit (301.75 km[2] ) (147.365 km[2] ) 100 millions F CFA 110 millions F CFA

Y2 (Bongouanou: 04/24/2020 – 04/23/2021) (Kossou : 11/06/2020 – 11/05/2021)

100 millions F CFA 110 millions F CFA

Y3 (Bongouanou: 04/24/2021 – 04/23/2022) (Kossou : 11/06/2021 – 11/05/2022)

100 millions F CFA 110 millions F CFA

Y4 (Bongouanou: 04/24/2022 – 04/23/2023) (Kossou : 11/06/2022 – 11/05/2023)

200 millions F CFA 220 millions F CFA

Capital Resources

As at December 31, 2021 the Corporation had a cash balance of $506,915, and a commodity taxes receivable of $39,691. Upon the completion of the Offering, management believes that the Corporation’s working capital will be sufficient to enable the Corporation to continue its operations for at least the next 12 months. The Corporation is planning to raise additional funds with the intention to use most of the net proceeds to advance work related to its planned exploration and drilling program at the Kossou Project as well as incur the minimal work program on its Bongouanou Permit in order to maintain it in good standing. The remainder of the funds will be used for general corporate and working capital purposes during 2022.

As at date hereof, the Corporation’s capital structure consists of Common Shares, preferred shares, as well as options to purchase Common Shares and warrants to purchase Common Shares. The Corporation’s objectives are to safeguard its ability to continue as a going concern in order to pursue the development of the Bongouanou Project and the Kossou Project and other opportunities and to maintain a flexible capital structure which optimizes the cost of capital at an acceptable risk.

The Corporation manages its capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Corporation may attempt to issue Common Shares, new debt, acquire or dispose of assets, or rebalance its holdings of cash and cash equivalents. In order to facilitate the management of its capital requirements, the Corporation prepares annual expenditure budgets that are updated as necessary depending on various factors, including capital deployment, results from the exploration and development of its properties and general industry conditions. The annual and updated budgets will be approved by the Board.

As at December 31, 2021, the Corporation shows a shareholders’ equity amounting to $40,166 ($13,927 as at December 31, 2020).

In order to maintain or adjust the capital structure, the Corporation may issue new capital instruments and acquire or sell mining properties to improve its financial performance and flexibility.

The access to financing depends on the economic situation and state of the equity and credit markets.

Off-Balance Sheet Arrangements

The Corporation had no off-balance sheet arrangements for the periods under review.

Transactions with Related Parties

Transactions between the Corporation and its related parties occurred in the normal course of operations and are measured on terms equivalent to those that prevail in arm’s length transactions.

Compensation of key management(1) Share-based compensation Management fees Consultant fees	Year ended December 31 2021 Year ended December 31 2020 $ $ 221,576 127,652 120,000 120,000 - 4,400
	341,576 252,052

(1) As at December 31, 2021, an amount of nil ($97,500 as at December 31, 2020) is included in accounts payable.

Financial instruments

Financial assets and liabilities have been classified into categories that determine their basis of measurement and, for items measured at fair value, whether changes in fair value are recognized in the consolidated statement of loss and comprehensive loss. These categories are financial assets and financial liabilities at amortized cost.

The following table shows the carrying amounts of assets and liabilities for each of these categories:

Financial assets at amortized cost Cash Subscription receivable Advances to a director	As at December 31, 2021 As at December 31, 2020 $ $ 506,915 229,638 - 20,000 - 3,122
	506,915 252,760

Financial liabilities at amortized cost

Accounts payable Advances from a director and a consultant Long term debt	As at December 31, 2021 As at December 31, 2020 $ $ 589,269 228,813 1,219 1,597 38,350 22,120
	628,838 252,530

There are no financial instruments measured at fair value.

Financial risk factors

Due to the nature of its activities, the Corporation is exposed to financial risks: market risk, credit risk and liquidity risk. No significant changes occurred for the year ended December 31, 2021 compared to 2020 concerning financial risks factors.

Market risk – Fair Value

The Corporation considers that the carrying amount of all its financial liabilities at amortized cost in its consolidated financial statements approximates their fair value. Current financial assets and liabilities are valued at their carrying amounts, which are reasonable estimates of their fair value due to their near-term maturities; this includes cash, accounts payable and advances payable. Longterm debt approximates carrying amount due to discounted interest rate used.

Foreign exchange risk

As of December 31, 2021, the Corporation is exposed to foreign exchange risk arising from currency exposures, primarily with respect to the CFA franc and US dollars.

The Corporation holds balances in cash and accounts payable in the CFA franc as well as cash in US dollars. Accordingly, the Corporation is exposed to foreign exchange risk due to exchange rate fluctuations. The Corporation does not use any derivatives to mitigate its exposure to foreign exchange risk.

	As at	As at
	December 31,	December 31,
	2021	2020
	$	$
Cash	17,645	36,182
Commodity taxes receivable	-	3,145
Security deposits	5,107	3,674

Accounts payable Net balance in Canadian dollars Net balance in CFA francs	(108,768) (96,639)
	(86,016) (53,638)
	(39,437,476) (22,626,654)

Credit Risk

Liquidity Risk

Liquidity risk is the risk that the Corporation will not be able to meet its financial obligations associated with its financial liabilities as they fall due.

The Corporation manages liquidity risk through the management of its capital structure. The Corporation’s capital management objective is to have sufficient capital to be able to pursue its exploration activities plan in order to ensure the growth of its assets. It has also the objective to have sufficient liquidity to finance the exploration expenses, the investing activities and its working capital requirements. In order to maintain or adjust the capital structure, the Corporation may issue new capital instruments and acquire or sell mining properties to improve its financial performance and flexibility. The access to financing depends on the economic situation and state of the equity and credit markets.

As at December 31, 2021, all of the Corporation’s financial liabilities had contractual maturities of less than one year except for the long-term debt and the Corporation did not have enough cash available to meet its financial liabilities.

The contractual maturities of financial liabilities as at December 31, 2021, are as follows:

	Carrying	Contractual	Less than one	Between one	Between two
	amount	amount	year	and two years	and five years
	$	$	$	$	$
Accounts payable	589,269	589,269	569,289	-	-
Advances from a
director and a consultant	1,219	1,219	1,219	-	-
Long term debt	38,350	60,000	-	-	60,000

The new accounting standards issued and adopted by the Corporation and the new accounting standards issued but not yet in effect are disclosed in note 3 to the Financial Statements.

RISKS AND UNCERTAINTIES

MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL INFORMATION

The financial information presented in this MD&A is the responsibility of the Corporation’s management and was approved by the Board of Directors.

April 18, 2022.

Chief Executive Officer

Chief Financial Officer

(S)_____ Edouard Gosselin

(S)_____ Gilles Couture

APPENDIX “ E ” PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION OF THE RESULTING ISSUER

(See attached )

KOBO RESOURCES INC.

(formerly Meteorite Capital Inc.)

Unaudited Pro Forma Consolidated Statement of Financial Position of Resulting Issuer As at September 30, 2022

(In Canadian dollars)

KOBO RESOURCES INC. (formerly Meteorite Capital Inc.)

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT SEPTEMBER 30, 2022

(in Canadian dollars)

Current Assets Cash Short-term investment Commodity taxes receivable Security deposits Property, plant and equipment Mining assets Current Liabilities Accounts payable Current portion of long term debt Long-term debt Deferred government grant income Shareholders’equity (deficiency) Share capital Shares to be issued Stock options Warrants Deficit	Kobo Resources Inc. Meteorite Capital Inc. Consolidated Note 2 Pro-forma Adjustments Pro Forma Consolidated $ $ $ $ $ 141,705 5,137 146,842 4,878,788 a) 472,750 a) (10,000) b) 113,796 f) 4,676,400 f) (246,000) g) (275,000) - 113,796 113,796 b) (113,796) 16,786 - 16,786 - 16,786
	158,491 118,933 277,424 4,618,150 4,895,574 5,107 - 5,107 - 5,107 22,950 - 22,950 - 22,950 2,237 - 2,237 - 2,237
	188,785 118,933 307,718 4,618,150 4,925,868
	863,008 30,287 893,295 - 893,295 - - - i) 40,000 40,000
	863,008 30,287 893,295 40,000 933,295 42,944 - 42,944 i) (42,944) - 17,056 - 17,056 i) (17,056) -
	923,008 30,287 953,295 (20,000) 933,295
	5,748,715 776,233 6,524,948 11,301,115 a) 522,750 c) 353,250 d) (776,233) f) 4,676,400 50,000 - 50,000 a) (50,000) - 528,833 51,760 580,593 d) (51,760) 528,833 - - - f) 101,000 101,000 (7,061,771) (739,347) (7,801,118) (7,938,375) a) (10,000) d) 739,347 c) (264,604) f) (246,000) g) (223,000) g) (52,000) f) (101,000) i) 20,000
	(734,223) 88,646 (645,577) 4,638,150 3,992,573
	188,785 118,933 307,718 4,618,150 4,925,868

KOBO RESOURCES INC. (formerly Meteorite Capital Inc.) NOTES TO UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT SEPTEMBER 30, 2022 (in Canadian dollars)

1. BASIS OF PRESENTATION

The accompanying unaudited pro forma consolidated statement of financial position of Meteorite Capital Inc. (“Meteorite”) and its subsidiary 9454-2123 Québec Inc. (“Meteorite Subco”), Kobo Resources Inc. (“Kobo”) and its subsidiary Kobo Ressources Côte d’Ivoire and has been prepared by management to reflect the proposed transactions as described in Note 2.

The unaudited pro forma consolidated statement of financial position has been prepared from information derived from and should be read in conjunction with the following:

The unaudited interim financial statements of Meteorite and Kobo for three and nine months ended September 30, 2022.
This unaudited pro forma consolidated statement of financial position has been presented assuming the transaction (note 2) had been completed on September 30, 2022.

The Transaction has been accounted for in accordance with IFRS 2, Share-Based Payment and IAS 32 Financial Instruments: Presentation. The Transaction is considered to be a reverse takeover of Meteorite by Kobo. A reverse takeover transaction involving a non-public operating entity and a non-operating company is in substance a share-based payment transaction, rather than a business combination. The Transaction is equivalent to the issuance of shares by Kobo for the net assets and the public listing status of the non-operating company, Meteorite. The fair value of the shares issued was determined based on the fair value of the Common Shares issued by Kobo.

The unaudited pro forma consolidated statement of financial position has been prepared by management, and, in the opinion of management, includes all adjustments necessary for fair presentation. No adjustments have been made to reflect additional costs or cost savings that could result from the combination of the operations of Kobo and Meteorite, as management does not anticipate any material costs or cost savings as a result of the Transaction.

The unaudited pro forma consolidated statement of financial position has been prepared for illustration purposes only and may not be indicative of the combined results or financial position had the Transaction been in effect at the date indicated. The unaudited pro forma consolidated statement of financial position should be read in conjunction with other information contained in the Filing Statement.

KOBO RESOURCES INC. (formerly Meteorite Capital Inc.) NOTES TO UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT SEPTEMBER 30, 2022 (in Canadian dollars)

2. ASSUMPTIONS AND PRO FORMA ADJUSTMENTS

The pro forma adjustments contained in the unaudited pro forma consolidated statement of financial position are based on estimates and assumptions by management of Kobo based on available information, closing of the Transaction and concurrent financing as if they had occurred on September 30, 2022.

On November 1[st] , 2022, Meteorite, Meteorite Subco and Kobo entered into a binding letter of Agreement pursuant to which Meteorite will acquire indirectly all of the issued and outstanding Kobo Shares in exchange for Meteorite Shares (the “Transaction”). Prior to the Transactions Meteorite will undertake a share consolidation using an exchange ratio of 0.2 post-consolidation Meteorite Share for every one pre-consolidated Meteorite Share. In connection with the Transaction, Meteorite Shares will be issued in exchange of 56,809,749 Kobo Shares. The Transaction will be effected by an arrangement under section 414 of the Quebec Business Corporation Act (QBCA). Upon completion of the Transaction, Kobo will become a wholly owned subsidiary of Meteorite. The Transaction will result in the reverse takeover of Meteorite by Kobo, as contemplated under the policies of the TSX Venture Exchange (the “Exchange”). Meteorite and Kobo are at arm’s length and the Transaction will not be a non-arm’s length transaction under the policies of the Exchange. On closing of the Transaction (the “Closing”), it is expected that the Resulting Issuer (Meteorite) will carry out the business of Kobo. Meteorite will change its name to Kobo Resources Inc.

Pursuant to the terms of the Transaction, the unaudited pro forma consolidated statement of financial position gives effect to the following assumptions and adjustments:

a) Kobo completed on December 30, 2022, a private placement and issued 2,613,750 Common Shares at a price of $0.20 per share, for a cash consideration of $522,750 of which $50,000 was received on September 29, 2022. Issuance costs of $10,000 are composed of legal fees.
b) Prior to the Closing, the issued and outstanding Common Shares in the capital of Meteorite will be consolidated at a ratio of 0.2 of one post-consolidation Meteorite Share for every one pre-consolidation Meteorite Share. Meteorite’s short term investment will be sold and converted to cash.
c) Kobo is the deemed acquirer for accounting purposes. Meteorite shareholder’s postconsolidation will own 1,413,000 Common Shares at a price of $0.25 per share based on a placement completed by Meteorite and Kobo on February 24, 2023.

The fair value of the consideration paid is as follows:

Cash Short-term investment Accounts payable Listing costs expensed	$ 5,137 113,796 (30,287) 264,604
	353,250

KOBO RESOURCES INC. (formerly Meteorite Capital Inc.) NOTES TO UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT SEPTEMBER 30, 2022 (in Canadian dollars)

d) Share capital, contributed surplus related to stock options and the deficit of Meteorite are eliminated.
e) Upon completion of the Transaction Meteorite Subco will be amalgamated with Kobo Resources Inc.
f) Meteorite and Kobo completed on February 24, 2023, a placement of 18,705,600 subscription receipts at a price of $0.25 per subscription receipt for aggregate gross proceeds of $4,676,400. Each subscription receipt is convertible for no additional consideration into one share and one-half of one warrant at an exercise price of $0.40 for each full warrant, for a twenty-four months period from the date of the Transaction. As part consideration of their services, the Agent (Broker) will receive a cash consideration of $246,000 and 721,312 Agent Unit Warrants entitling the holder to purchase 721,312 units at a price of $0.25 per unit. Each unit entitles the holder to purchase one Common Share at a price of $0.25 per share and one-half of a one Resulting Issuer Share warrant at an exercise price of $0.40 for each full warrant, for a twenty-four months period from the date of the closing of the Transaction.
g) Management has estimated $275,000 in legal, accounting and other direct costs. The portion of reverse takeover transaction fees of $52,000 related to the acquisition of net financial assets was recorded in the deficit.
h) Kobo has 3,150,000 options including 400,000 conditional options. The conditions have been met on November 1[st] , 2022. Kobo also has 4,250,034 warrants outstanding. Each of options and warrants will be exchanged for those of the resulting issuer at the same terms giving consideration to the Exchange Ratio. Kobo agreed to grant to a consultant on March 1[st] , 2023, 250,000 options at an exercise price of $0.20, subject to the approval of Board. No value has been attributed to the options granted to the Consultant on March 1, 2023 as they have yet to vest under the Stock Option Plan. Options vest for ¼ of the grant every 3 months.
i) The reimbursement of $40,000 of the Canada Emergency Business Account a the latest December 31, 2023, will provide a $20,000 write-off of the loan.

3. PRO FORMA SHAREHOLDER EQUITY

a) Share Capital

Share Capital
Acquisition of Meteorite (note 2 c) Kobo shareholders Placement (note 2 f)	Number of shares $ 1,413,000 353 250 56,809,749 6,271,465 18,705,600 4,676,400
	76,928,349 11,301,115

KOBO RESOURCES INC. (formerly Meteorite Capital Inc.) NOTES TO UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT SEPTEMBER 30, 2022 (in Canadian dollars)

b) Warrants

Warrants
Kobo Warrants (note 2 h) Warrants issuable under placement (note 2 f) Agent Unit Warrants (*)	Number of warrants $ 4,250,034 - 9,352,800 - 721,312 101,000 (**)
	14,324,146 101,000

(*) These Agent unit Warrants entitle the holders to purchase 721,312 Shares and 360 656 Shares warrants (note 2 f)

(**) The Agent Unit Warrants were valued at $101,000 using the Black & Scholes option pricing model, using the following assumptions: stock price $0.25, exercise price $0.25, volatility 125%, risk free interest rate 1% and a term of 2 years.

c) Options

Kobo Options (note 2 h) Meteorite Options (post consolidation) Resulting issuer options agreed to grant to a consultant (note 2 h)	Number of options $ 3,150,000 528,833 113,040 - 250,000 -
	3,513,040 528,833

APPENDIX “ F ” AUDIT COMMITTEE CHARTER

(See attached )

A-6

NATDOCS\67121612.v23

AUDIT COMMITTEE CHARTER

I. CONSTITUTION AND PURPOSE

The audit committee (the “ Committee ”) has been established by resolution of the board of directors (the “ Board ”) of Kobo Resources Inc. (the “ Corporation ”) for the purpose of assisting the Board in fulfilling its oversight responsibilities in relation to the accounting and financial reporting processes of the Corporation, audits of the financial statements of the Corporation, review of the Corporation’s systems of internal controls and in relation to risk management matters including:

(a) the review of the annual and interim financial statements of the Corporation;
(b) the integrity and quality of the Corporation’s financial reporting and systems of internal control, and financial risk management;
(c) the Corporation’s compliance with legal and regulatory requirements;
(d) the qualifications, independence, engagement, compensation and performance of the Corporation’s external auditor (the “ Corporation’s Auditor ”); and
(e) the exercise of the responsibilities and duties set out in this audit committee mandate (the “ Mandate ”).

II. COMPOSITION

The members of the Committee shall be appointed by the Board from amongst the directors of the Corporation (the “ Directors ”) and shall be comprised of not less than three members. A majority of the members of the Committee shall be “independent”, as that term is defined in Canadian securities laws and regulations as well as the rules of relevant stock exchanges (as applicable).

All members of the Committee shall be “financially literate”, as such term is defined in Canadian securities laws and regulations as well as the rules of relevant stock exchanges (as applicable) or shall acquire within a reasonable time following appointment to the Committee, the ability to read and understand a set of financial statements that present the 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 the Corporation’s financial statements.

Each member of the Committee shall serve at the pleasure of the Board until the member resigns, is removed or ceases to be a member of the Board. The Board shall fill vacancies in the Committee by appointment from among the members of the Board. If a vacancy exists on the Committee, the remaining members shall exercise all its powers so long as a quorum remains in office. The Board shall appoint a chair for the Committee from its members (the “ Chair ”). If the Chair of the Committee is not present at any meeting of the Committee, one of the other members of the Committee who is present at the meeting shall be chosen by the Committee to preside at the meeting.

No member of the Committee shall receive from the Corporation or any of its affiliates any compensation other than the fees to which he or she is entitled as a Director of the Corporation or a member of a committee of the Board. Such fees may be paid in cash and/or shares, options or other in-kind consideration ordinarily available to Directors.

III. MEETING PROTOCOLS

The Committee shall meet at least once every quarter and shall meet at such other times during each year as the Chair of the Committee deems appropriate. The Chair of the Committee, any member of the Committee, the Corporation’s Auditor, the Chairman of the Board, the Chief Executive Officer (“ CEO ”) or the Chief Financial Officer (“ CFO ”) may call a meeting of the Committee by notifying the Corporation’s corporate secretary, who will notify the members of the Committee. A simple majority of members of the Committee shall constitute a quorum.

F-1

At least five days’ notice of any meeting of the Committee shall be given in writing to each member of the Committee by any means of transmitted or recorded communication that produces a written copy, including by email. Notice may be waived or shortened with the consent of all the members of the Committee. Attendance by a member at a meeting notwithstanding any failure to give notice in accordance with this Mandate shall be deemed to constitute waiver of notice of such meeting by such member. Notice of each meeting of the Committee shall also be given to the Chairman of the Board, the CEO, and CFO, and the Corporation’s Auditor.

The Chairman of the Board, the CEO and CFO, if invited by the Chair of the Committee, attend and speak at meetings of the Committee. Other Board members shall also, if invited by the Chair of the Committee, have the right of attendance. A representative of the Corporation’s Auditor shall have the right to attend and speak at any meeting of the Committee, and may attend if invited by the Chair of the Committee, in either case at the expense of the Corporation.

The Committee may also invite any other officers or employees of the Corporation, legal counsel, the Corporation’s financial advisors and any other persons to attend meetings and give presentations with respect to their area of responsibility, as considered necessary by the Committee.

At least quarterly, representatives of the Corporation’s Auditor shall meet the Committee without any of the executive Directors or other members of management in attendance, except by invitation of the Committee.

The Committee shall at each meeting appoint one of its members or any other attendee to be the secretary of the Committee.

Every question at a Committee meeting shall, if necessary, be decided by a majority of the votes cast.

Subject to any statutory or regulatory requirements or the articles and by-laws of the Corporation, the Committee shall fix its own procedures at meetings, maintain minutes or other records of its proceedings in sufficient detail to convey the substance of all discussions held and report to the Board at the next meeting of the Board. The minutes of the Committee’s meetings shall be tabled at the next meeting of the Board.

The Committee shall prepare a report to shareholders or others, concerning the Committee’s activities in the discharge of its responsibilities, when and as required by the by-laws of the Corporation or applicable laws or regulations.

The Chair of the Committee shall be available at the annual general meeting of the Corporation to respond to any shareholder questions on the activities and responsibilities of the Committee.

IV. AUTHORITY

The Committee is authorized by the Board to:

(f) investigate any matter within its Mandate;
(g) have direct communication with the Corporation’s Auditor;
(h) seek any information it requires from any employee of the Corporation; and
(i) retain, at its discretion, outside legal, accounting or other advisors, at the expense of the Corporation, to obtain advice and assistance in respect of any matters relating to its duties, responsibilities and powers as provided for or imposed by this Mandate or otherwise by law or the by-laws of the Corporation.

V. ROLES & RESPONSIBILITIES

The Committee shall have the roles and responsibilities set out below, as well as any other functions that are specifically delegated to the Committee by the Board and that the Board is authorized to delegate by applicable laws and regulations. In addition to these roles and responsibilities, the Committee shall perform the duties required of an

F-2

audit committee by any exchange upon which securities of the Corporation are traded, or any governmental or regulatory body exercising authority over the Corporation.

a) Review of Accounting and Financial Reporting Matters

Review the Corporation’s interim and annual financial statements, prior to Board approval, where required, and ensure 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 (as applicable).
Following such review with management and the Corporation’s Auditor, recommend to the Board whether to approve the annual or interim financial statements.
Monitor, in discussion with the Corporation’s Auditor, the integrity of the financial statements of the Corporation before submission to the Board, focusing particularly on:
A. significant accounting policies and practices and any changes in such accounting policies and practices;
B. major judgment areas including significant estimates and key assumptions;
C. significant adjustments resulting from the audit;
D. the going concern assumption;
E. compliance with accounting standards including the effects on the financial statements of alternative methods within generally accepted accounting principles;
F. the Corporation’s Auditor’s judgment about the quality, not just the acceptability, of the accounting principles applied in the Corporation’s financial reporting;
G. compliance with stock exchange (as applicable) and legal requirements;
H. the extent to which the financial statements are affected by any unusual transactions;
I. significant off-balance sheet and contingent assets and liabilities and the related disclosures (as applicable);
J. significant interim review audit findings during the year, including the status of previous audit recommendations; and
K. all related party transactions with the required disclosures in the financial statements.
On at least an annual basis, review with the Corporation’s legal counsel and management, all legal and regulatory matters and litigation, claims or contingencies, including tax assessments, that could have a material effect upon the financial position of the Corporation, and the manner in which these matters may be, or have been, disclosed in the financial statements.

b) Relationship with the Corporation’s Auditor

Consider and make recommendations to the Board, for it to put to the shareholders for their approval in a general or special meeting, in relation to the appointment, re-appointment and removal of the Corporation’s Auditor and to approve the compensation and terms of engagement of the Corporation’s Auditor for the annual audit, interim reviews and any other audit-related services.
Require the Corporation’s Auditor to report directly to the Committee.

F-3

Discuss with the Corporation’s Auditor, before an audit commences, the nature and scope of the audit, and other relevant matters.
Review and monitor the independence, objectivity and performance of the Corporation’s Auditor and the effectiveness of the audit process taking into consideration relevant professional and regulatory requirements.
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.
Discuss problems and reservations arising from an audit, and any matters the Corporation’s Auditor may wish to discuss (in the absence of management where necessary).
Review the Corporation’s Auditor’s management letter and management’s response.
Develop and implement a pre-approval policy on the engagement of the Corporation’s Auditor to supply non-audit services to the Corporation and its subsidiaries, taking into account relevant ethical guidance regarding the provision of non-audit services by the Corporation’s Auditor and the preservation of their independence.
Consider the major findings of the Corporation’s Auditor and management’s response, including the resolution of disagreements between management and the Corporation’s Auditor regarding financial reporting.

c) Review of Disclosure Controls & Procedures (“DC&P”) and Internal Controls Over Financial Reporting (“ICFR”)

Monitor and review the Corporation’s disclosure policy on an annual basis.
In conjunction with each fiscal year end, review management’s assessment of the design and effectiveness of Corporation’s DC&P including any control deficiencies identified and the related remediation plans for any significant or material deficiencies.
In conjunction with each fiscal year end, review management’s assessment of the design and effectiveness of the Corporation’s ICFR including any control deficiencies identified and the related remediation plans for any significant or material deficiencies.
Review and discuss any fraud or alleged fraud involving management or other employees who have a role in the Corporation’s ICFR and the related corrective and disciplinary action to be taken.
Discuss with management any significant changes in the ICFR that are disclosed, or considered for disclosure, in the MD&A, on a quarterly basis.
Review the adequacy of internal controls and procedures related to any corporate transactions in which directors or officers of the Corporation have a personal interest, including the expense accounts of senior officers of the Corporation and officers’ use of corporate assets.

d) Review of the Corporation’s Financing and Insurance

Review the adequacy of the Corporation’s insurance policies.
Review all major financings of the Corporation and its subsidiaries and annually review the Corporation’s financing plans and strategies.

e) Financial Risk Management

Review with the CEO and CFO and the Corporation’s Auditor their assessment of the significant financial risks and exposures of the Corporation and discuss with management the steps which the Corporation has taken to monitor and control such exposures.

F-4

Review current and expected future compliance with covenants under any financing agreements.
Review any other significant financial exposures including such things as tax audits, government audits or any other activities that expose the Corporation to the risk of a material financial loss.
Report the results of such reviews to the Board for the purpose of assisting the Board in identifying the principal business risks associated with the businesses of the Corporation.

f) Complaints and Submissions

The Committee shall establish procedures for:

A. the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls, or auditing matters;
B. the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters; and
C. the investigation of such matters with appropriate follow-up action.

g) Corporate Governance

The Committee may, if requested:

A. review the appropriateness and effectiveness of the Corporation’s policies and business practices which impact on the financial integrity of the Corporation, including those relating to insurance, accounting, management reporting and risk management; and
B. review with management and the external auditor their assessment of the significant financial risks and exposures of the Corporation and discuss with management the steps which the Corporation has taken to monitor and control such exposures.

VI. COMMITTEE EFFECTIVENESS PROCEDURES

The Committee shall review its Mandate on an annual basis, or more often as required, to ensure that they remain adequate and relevant, and incorporate any material changes in statutory and regulatory requirements and the Corporation’s business environment.

The procedures outlined in this Mandate are meant to serve as guidelines, and the Committee may adopt such different or additional procedures as it deems necessary from time to time.

In setting the agenda for a meeting, the Chair of the Committee shall encourage the Committee members, management, the Corporation’s Auditor and other members of the Board to provide input in order to address emerging issues.

Prior to the beginning of a fiscal year, the Committee shall submit an annual planner for the meetings to be held during the upcoming fiscal year, for review and approval by the Board to ensure compliance with the requirements of the Committee’s Mandate.

Any written material provided to the Committee shall be appropriately balanced (i.e. relevant and concise) and shall be distributed at least five business days in advance of the respective meeting to allow Committee members sufficient time to review and understand the information.

The Committee shall conduct an annual self-assessment of its performance and this Mandate, and shall make recommendations to the Board with respect thereto.

Members of the Committee shall be provided with appropriate and timely training to enhance their understanding of auditing, accounting, regulatory and industry issues applicable to the Corporation.

F-5

New Committee members shall be provided with an orientation program to educate them on the Corporation, their responsibilities and the Corporation’s financial reporting and accounting practices.

F-6

AI assistant

Kobo Resources Inc. — M&A Activity 2023

47606_rns_2023-03-22_623d2532-2106-443a-9155-732f186a4d0c.pdf

FILING STATEMENT

– QUALIFYING TRANSACTION OF –

KOBO RESOURCES INC.

DATED AS OF MARCH 22, 2023

TABLE OF CONTENTS

GLOSSARY OF TERMS

FORWARD-LOOKING STATEMENTS

TECHNICAL INFORMATION

CIM Definition Standards

Qualified Persons

MARKET AND INDUSTRY DATA

EXCHANGE RATE AND CURRENCY INFORMATION

INFORMATION CONTAINED IN THIS FILING STATEMENT

PART I – SUMMARY OF FILING STATEMENT

Parties

Amalgamation

Conditions to Completion of the Transaction

Arm’s Length Transaction

Directors, Officers and Promoters of the Resulting Issuer

Available Funds

See : Part II – Information Concerning the Transaction – Available Funds”.

Principal Purposes of Funds

Dividends

Trading Price

Shareholder Approval

See “ Part V – Information Concerning the Resulting Issuer – Conflicts of Interest” .

Risk Factors

PART II – INFORMATION CONCERNING THE TRANSACTION

Background of the Transaction

Reasons for the Transaction

Summary of the Transaction and Related Transactions

The Amalgamation Agreement and the Transaction

Representations, Warranties and Covenants

Conditions of the Transaction

Mutual Conditions Precedent

Conditions for the Benefit of Meteorite

Conditions for the Benefit of Kobo

Termination Rights

Directors and Officers of the Resulting Issuer

Amalgamation Steps

Effect of Amalgamation

The Subscription Receipt Financing

Non-Brokered Private Placement

Approvals Necessary for the Transaction

Shareholder Approval

Exchange Approval

PART III – INFORMATION CONCERNING METEORITE

Corporate Structure

Name and Incorporation

Intercorporate Relationships

General Development of the Business

Overview and History of Meteorite

Narrative Description of the Business

Financing

Selected Financial Information

Management’s Discussion & Analysis

Description of the Securities

Common Shares

Warrants

Options

Stock Option Plan

Prior Sales

Trading Price and Volume

Notes:

Arm’s Length Transactions

Interests of Insiders, Promoters and Control Persons

Conflicts of Interest

Legal Proceedings

Auditor, Transfer Agent and Registrar

Material Contracts

PART IV – INFORMATION CONCERNING KOBO

Corporate Structure

Name and Incorporation

Intercorporate Relationships

General Development of the Business

Project Description, Location, Access and Local Infrastructure

Physiography and Vegetation

Kobo Resources Inc. M&A Activity 2023