No securities regulatory authority has expressed an opinion about these securities and it is an offense to claim otherwise.

This non-offering prospectus does not constitute a public offering of securities. These securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or the securities laws of any state of the United States (as such term is defined in Regulation S under the U.S. Securities Act) and may not be offered, sold or delivered, directly or indirectly, in the United States, except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This prospectus does not constitute an offer to sell or solicitation of an offer to buy any of these securities in the United States. See "Plan of Distribution".

PROSPECTUS

Non-Offering Prospectus April 18, 2023

LFNT Resources Corp.

750 West Pender Street, Suite 401, Vancouver, British Columbia, Canada, V6C 2T7

This non-offering preliminary Prospectus ("Prospectus") is being filed with the British Columbia and Alberta Securities Commissions for the purpose of allowing LFNT Resources Corp. (the "Company") to become eligible for listing pursuant to Section 1.2 of Policy 2 Qualifications for Listing of the Canadian Securities Exchange (the "CSE") and to become a reporting issuer in these jurisdictions. The Company has applied to list its common shares ("Common Shares" or "Shares") on the CSE.

Since no securities are being offered pursuant to this Prospectus, no proceeds will be raised, and all expenses incurred in connection with the preparation and filing of this Prospectus will be paid by the Company.

There is currently no market through which the securities of the Company may be sold and purchasers may not be able to resell securities. This may affect the pricing of the securities of the Company in the secondary market, the transparency and availability of trading prices, the liquidity of the securities of the Company, and the extent of issuer regulation. See "Risk Factors".

As at the date of this Prospectus, the Company does not have any of its securities listed or quoted on any stock exchange. The Company applied to list its Common Shares on the CSE. Listing will be subject to the Company fulfilling all of the listing requirements of the CSE, including without limitation, meeting all minimum listing requirements. Other than the CSE, the Company has not applied to list its Common Shares on any other stock exchange.

An investment in securities of the Company is speculative and involves a high degree of risk. In reviewing this Prospectus, you should carefully consider the matters described under the heading "Risk Factors". No underwriters or selling agents have been involved in the preparation of this Prospectus or performed any review or independent due diligence of the contents of this Prospectus.

This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any securities.

Investors should rely only on the information contained in this Prospectus and the documents incorporated by reference herein. The Company has not authorized anyone to provide investors with information different from that contained in this Prospectus. The information contained in this Prospectus is accurate only as of the date of this Prospectus.

The Company's head office is located at 750 West Pender Street, Suite 401, Vancouver, British Columbia, Canada, V6C 2T7. The Company's registered office is located at 750 West Pender Street, Suite 401, Vancouver, British Columbia, Canada, V6C 2T7.

GLOSSARY4
CURRENCY 5
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS5
PROSPECTUS SUMMARY7
CORPORATE STRUCTURE 9
DESCRIPTION OF THE BUSINESS9
THE SKYFIRE PROPERTY 11
USE OF AVAILABLE FUNDS37
DIVIDENDS OR DISTRIBUTIONS38
MANAGEMENT'S DISCUSSION AND ANALYSIS 38
DESCRIPTION OF SECURITIES DISTRIBUTED39
CONSOLIDATED CAPITALIZATION 39
OPTIONS TO PURCHASE SECURITIES40
PRIOR SALES 42
ESCROWED SECURITIES AND SECURITIES SUBJECT TO
CONTRACTUAL RESTRICTION ON TRANSFER43
PRINCIPAL SECURITYHOLDERS44
DIRECTORS AND EXECUTIVE OFFICERS45
EXECUTIVE COMPENSATION49
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS51
AUDIT COMMITTEE AND CORPORATE GOVERNANCE51
CORPORATE GOVERNANCE 53
PLAN OF DISTRIBUTION54
RISK FACTORS 54
PROMOTERS 60
LEGAL PROCEEDINGS60
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS60
AUDITORS60
REGISTRAR AND TRANSFER AGENT61
MATERIAL CONTRACTS61
EXPERTS61
OTHER MATERIAL FACTS61
RIGHTS OF WITHDRAWAL AND RESCISSION61
FINANCIAL STATEMENTS62
SCHEDULE "A" AUDIT COMMITTEE CHARTER63
SCHEDULE "B" FINANCIAL STATEMENTS66
SCHEDULE "C" MANAGEMENT'S DISCUSSION & ANALYSIS104
CERTIFICATE OF THE COMPANY 127
CERTIFICATE OF THE PROMOTERS127

GLOSSARY

The following is a glossary of certain terms used in this Prospectus. Terms and abbreviations used in the financial statements of the Company may be defined separately and the terms defined below may not be used therein.

"Author" means Mark Baknes, P.Geo., EGBG registration number 19969, the author of the Technical Report;

"Board" means the Board of Directors of the Company;

"Common Shares" means the common shares in the capital of the Company and "Common Share" means any one of them;

"Company" means LFNT Resources Corp.;

"Equity" means Equity Exploration Consultants Ltd.;

"Escrow Agent" means Endeavor Trust Corporation;

"Escrow Agreement" means the escrow agreement dated April 4, 2023, entered into among the Company, the Transfer Agent and certain shareholders, pursuant to which Common Shares and warrants are expected to be held in escrow;

"Escrowed Securities" means the securities of the Company that are subject to the Escrow Agreement:

"Exchange" or the "CSE" means the Canadian Securities Exchange;

"Net Smelter Return" or "NSR" means a 2.0% net smelter royalty interest in the Property granted to the Optionor upon the commencement of commercial production from the Property, as more particularly described in the Property Agreement.

"NI 41-101" means National Instrument 41-101 General Prospectus Requirements of the Canadian Securities Administrators;

"NI 43-101" means National Instrument 43-101 Standards of Disclosure for Mineral Properties of the Canadian Securities Administrators;

"NI 52-110" means National Instrument 52-110 Audit Committees of the Canadian Securities Administrators;

"NI 58-101" means National Instrument 58-101 Disclosure of Corporate Governance Practices of the Canadian Securities Administrators;

"NP 46-201" means National Policy 46-201 Escrow for Initial Public Offerings of the Canadian Securities Administrators;

"NP 58-201" means National Policy 58-201 Corporate Governance Guidelines of the Canadian Securities Administrators;

"Omnibus Share Incentive Plan" means the omnibus share incentive plan adopted by the Company on June 23, 2022;

"Optionor" means collectively Christopher R. Paul and Dev Rishy-Maharaj the vendors in the Property Agreement.

"Principal" of an issuer means:

(a) a person or company who acted as a promoter of the issuer within two years before the prospectus;

(b) a director or senior officer of the issuer or any of its material operating subsidiaries at the time of the prospectus;

(c) a 20% holder – a person or company that holds securities carrying more than 20% of the voting rights attached to the issuer's outstanding securities immediately before and immediately after the issuer's initial public offering; or

(d) a 10% holder – a person or company that:

(i) holds securities carrying more than 10% of the voting rights attached to the issuer's outstanding securities immediately before and immediately after the issuer's initial public offering, and

(ii) has elected or appointed, or has the right to elect or appoint, one or more directors or senior officers of the issuer or any of its material operating subsidiaries;

"Property" or "Skyfire Property" means the claims comprising the Skyfire Property located in Cariboo region of British Columbia subject to the Property Agreement.

"Property Agreement" means the Property Purchase Option Agreement between the Company and Christopher R. Paul and Dev Rishy-Maharaj, dated August 19th, 2022, pursuant to which the Company has the sole and exclusive right to acquire up to a 100% interest in the Property.

"Prospectus" means the preliminary or final prospectus;

"Qualified Person" has the meaning prescribed by section 1.1 of National Instrument 43-101.

"Stock Options" means incentive stock options of the Company issued pursuant to the Omnibus Share Incentive Plan;

"Technical Report" means the report on the Property prepared for the Company by the Author, dated March 21, 2023, in accordance with NI43-101;

"Transfer Agent" means Endeavor Trust Corporation; and

"Warrants" means the warrants of the Company to purchase Common Shares of the Company.

CURRENCY

In this Prospectus, unless otherwise indicated, all dollar amounts are expressed in Canadian dollars and references to \$ are to Canadian dollars.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Except for statements of historical fact relating to the Company, certain statements in this Prospectus may constitute forward-looking information, future oriented financial information, or financial outlooks (collectively, "forward looking information") within the meaning of Canadian securities laws. Forward-looking information may relate to this Prospectus, the Company's future outlook and anticipated events or results and, in some cases, can be identified by terminology such as "may", "could", "should", "expect", "plan", "anticipate", "believe", "intend", "estimate", "projects", "predict", "potential", "targeted", "possible", "continue" or other similar expressions concerning matters that are not historical facts and include, but are not limited in any manner to, those with respect to commodity prices, mineral resources, mineral reserves, realization of mineral reserves, existence or realization of mineral resource estimates, the timing and amount of future production, the timing of construction of any proposed mine and process facilities, capital and operating expenditures, the timing of receipt of permits, rights and authorizations, and any and all other timing, development, operational, financial, economic, legal, regulatory and political factors that may influence future events or conditions, as such matters may be applicable. In particular, this Prospectus contains forward-looking statements pertaining to the following:

• proposed expenditures for exploration work, and general and administrative expenses (see "Property Description and Location" and " Use of Available Funds" for further details);

• expectations generally about the Company's business plans and its ability to raise further capital for corporate purposes; and

• treatment under applicable governmental regimes for permitting and approvals (see "Risk Factors").

Such forward-looking statements are based on a number of material factors and assumptions, and include the ultimate determination of mineral reserves, if any, the availability and final receipt of required approvals, licenses and permits, sufficient working capital to develop and operate any proposed mine, access to adequate services and supplies, economic conditions, commodity prices, foreign currency exchange rates, interest rates, access to capital and debt markets and associated costs of funds, availability of a qualified work force, and the ultimate ability to mine, process and sell mineral products on economically favourable terms. While the Company considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect. Actual results may vary from such forward-looking information for a variety of reasons, including but not limited to risks and uncertainties disclosed in this Prospectus. See "Risk Factors". Forward-looking statements are based upon management's beliefs, estimates and opinions on the date the statements are made and, other than as required by law, the Company does not intend, and undertakes no obligation to update any forward-looking information to reflect, among other things, new information or future events.

Upon becoming a reporting issuer, the Company intends to discuss in its quarterly and annual reports referred to as the Company's Management's Discussion & Analysis documents, any events and circumstances that occurred during the period to which such document relates that are reasonably likely to cause actual events or circumstances to differ materially from those disclosed in the Prospectus. New factors emerge from time to time, and it is not possible for management to predict all of such factors and to assess in advance the impact of each such factor on the Company's business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement.

Investors are cautioned against placing undue reliance on forward-looking statements.

PROSPECTUS SUMMARY

The following is a summary of the principal features of this Prospectus and should be read together with the more detailed information and financial data and statements contained elsewhere in this Prospectus. Capitalized terms used but not defined in this Summary of Prospectus have the meanings ascribed thereto in the Glossary of Terms

Principal Business of the Company

The Company is currently engaged in the business of exploration of mineral properties in Canada. Upon the performance of each of the Company's obligations under the Property Agreement, the Company will acquire the 100% right, title and interest in and to the Property, subject to the NSR. The Company's objective is to explore and, if warranted, develop the Property. It is the intention of the Company to remain in the mineral exploration business. Should the Property not be deemed viable, the Company shall explore opportunities to acquire interests in other properties. See "Description of the Business".

The Property is an exploration stage property that consists of 7 mining cell claims, totaling approximately 1897 hectares in the Cariboo Mining Division, British Columbia, Canada. See "The Skyfire Property".

Management, Directors & Officers

Shayne Taker Chief Executive Officer and Director Braydon Hobbs, Chief Financial Officer and Corporate Secretary, Director Howard Jones, Director Ronald Woo, Director Sheri Rempel, Director See "Directors and Executive Officers".

The Offering

No securities are being offered pursuant to this Prospectus. This Prospectus is being filed with the British Columbia and Alberta Securities Commissions for the purpose of allowing the Company to become a reporting issuer in these jurisdictions. Since no securities are being offered pursuant to this Prospectus, no proceeds will be raised, and all expenses incurred in connection with the preparation and filing of this Prospectus will be paid by the Company.

The Listing

The Company applied to list its Common Shares on the CSE. Listing will be subject to the Company fulfilling all of the listing requirements of the CSE.

Summary of Financial Information

The following selected financial information has been derived from and is qualified in its entirety by the audited financial statements of the Company for the period ended October 31, 2022, and the notes thereto included in this Prospectus and should be read in conjunction with those financial statements and related notes thereto, along with the Management's Discussion and Analysis included in this Prospectus. All financial statements are prepared in accordance with IFRS. The Company's financial year end is October 31.

	As at and for the three months ended January 31, 2023 (\$)	As at and for the period ended October 31, 2022 (\$) (audited)
Revenue	Nil	Nil
Total Expenses	72,208	72,113
Net loss and comprehensive loss for the period	(72,208)	(72,113)
Loss per share (basic and diluted)	(0.00)	(0.01)
Current Assets	507,168	557,126
Total Assets	523,168	573,126

	As at and for the three months ended January 31, 2023 (\$)	As at and for the period ended October 31, 2022 (\$) (audited)
Current Liabilities	35,947	13,697
Long Term Debt	Nil	Nil
Shareholders' Equity	487,221	559,429

See "Management's Discussion and Analysis".

Use of Available Funds

The Company's estimated working capital as of March 31, 2023, the most recent month end, is approximately \$441,332. The expected principal purposes for which the available funds will be used are described below

\$126,828

\$20,000

\$135,000

\$159,504

\$441,332

1) See "The Skyfire Property – Recommendations".

2) Including legal, audit, securities commissions and Exchange fees.

Considering the fact that the Company has no revenues, the Company believes that it is prudent to have the amount of unallocated working capital disclosed in the above table as a cash reserve.

Risk Factors

An investment in the securities of the Company should be considered highly speculative and investors may incur a loss on their investment. The Company only has an option to acquire an interest in the Property. There is no guarantee that the Company will be able to meet its obligations under the Property Agreement. The risks, uncertainties and other factors, many of which are beyond the control of the Company, that could influence actual results include, but are not limited to: insufficient capital; limited operating history; lack of operating cash flow; there is not presently an active market for the Common Shares; the future price of the Common Shares will vary depending on factors unrelated to the Company's performance or intrinsic fair value; the Company's ability to discover, market and develop commercial quantities of ore is uncertain; some aspects of the Company's operations entail risk that cannot be insured against or may not be covered by insurance; the calculation of the economic value of ore is subject to a high degree of variability and uncertainty; some of the Company's mineral claims have not yet been surveyed; if the Company cannot raise additional equity financing, then it may lose some or all of its interest in the Property; the Company is an early stage Company; the Company operates at a loss and may never generate a profit; the Company operates in a highly competitive environment; the Company operates in a highly regulated environment that is subject to changes, some unforeseen, to government policy; unasserted aboriginal title claims and risks related to First Nations land use; the Company operates in an environment with significant environmental and safety regulations and risks; regulatory requirements; the impact of non-governmental organizations, public interest groups and reporting organizations on the Company's operations and on mining exploration as a whole; volatility of mineral prices; some of the Company's directors have involvement in other companies in the same sector; and price volatility of publicly traded securities. See the section entitled "Risk Factors" for details of these and other risks relating to the Company's business.

CORPORATE STRUCTURE

Name and Incorporation

The Company was incorporated under the Business Corporations Act (British Columbia) on June 23, 2022 under the name LFNT Capital Corp. The Company's registered and records office is located at 750 West Pender Street, Suite 401, Vancouver, British Columbia, Canada, V6C 2T7. The Company's head office is located at 750 West Pender Street, Suite 401, Vancouver, British Columbia, Canada, V6C 2T7.

On February 10, 2023 the Company changed its name to LFNT Resources Corp.

Intercorporate Relationships

The Company has no subsidiaries.

DESCRIPTION OF THE BUSINESS

The Company is engaged in the business of mineral exploration in Canada and its objective is to locate and, if warranted, develop economic mineral properties.

Upon completing its obligations under the Property Agreement, the Company will hold a 100% interest in the 7 mining cell claims, totaling approximately 1897 hectares, comprising the Property. The Company's agreement with the Optionor is an arm's length transaction. Under the terms of the Property Agreement, over a period of four years from the date of the Option Agreement, the Company shall pay to the Optionor a total of \$200,000 (\$16,000 of which has been paid as of the date of this Prospectus), incur a minimum of \$1,035,000 in exploration expenditures, and issue to the Optionor a total of 1,000,000 Common Shares. Upon the completion of the foregoing, the Company will acquire a 100% interest in the Property, subject to the Company's grant of a 2.0% net smelter royalty to the Optionor upon the commencement of commercial production from the Property (the "NSR"). The Company has the right to purchase one-half of the NSR for \$2,000,000, thereby reducing the NSR to 1.0%.

As of the date of this Prospectus, the Company has made a payment of \$16,000 to the Optionor under the Property Agreement. The closing of the Property Agreement is conditional on: (i) the Company making a \$20,000 payment on the first anniversary of the Property Agreement, a \$32,000 payment on or before the second anniversary of the Property Agreement, a \$48,000 payment on or before the third anniversary of the Property Agreement, a \$84,000 payment on or before the fourth anniversary of the Property Agreement; (ii) the Company spending a minimum of \$75,000 on exploration in the first year of the term of the Property Agreement, spending a minimum of an additional \$120,000 on exploration on or before the second anniversary of the Property Agreement, spending a minimum of an additional \$240,000 on exploration on or before the third anniversary of the Property Agreement, spending a minimum of an additional \$600,000 on exploration on or before the fourth anniversary of the Property Agreement; and (iii) the Company issuing to the Optionor 100,000 Common Shares within 10 days of listing of the Common shares on a stock exchange in Canada, 100,000 Common Shares on the first anniversary of the Property Agreement, 200,000 Common Shares on or before the second anniversary of the Property Agreement, 200,000 Common Shares on or before the third anniversary of the Property Agreement, 400,000 Common Shares on or before the fourth anniversary of the Property Agreement.

The Property Agreement provides that the Property Agreement will terminate if the Company fails to make any payments, to issue any shares or to complete any work program by the date indicated as set out in Property Agreement provided that, upon written notice of any default, the Company will have a 30-day period to correct such default.

During the term of the Option Agreement, the Company, its directors, officers, employees, agents, advisors and contractors have full and free right to enter in, under or upon the Skyfire Property, to conduct mining work as it may, in its sole discretion, consider advisable; bring upon the Skyfire Property and erect thereon such mining facilities as the Company deems advisable; and remove from the Skyfire Property and sell or otherwise dispose of reasonable quantities of minerals, mineral products, ores, metals or concentrates for the purpose of bulk test sampling or pilot plant operations.

The exercise of the option can be accelerated by making all payments and issuing all shares due to the optionors. There is no partial vesting in the Skyfire Property.

The full text of the Property Agreement will be available under the profile of the Company on www.sedar.com. See "The Skyfire Property" for more information.

Business Objectives

The principal business carried on and intended to be carried on by the Company is the acquisition, exploration and development of mineral exploration properties.

The Property is in the exploration stage. The Company's business objective for the next year is to carry out the exploration program on the Property, which is budgeted for \$126,828. See "The Skyfire Property - Recommendations" and "Use of Available Funds".

The Company may decide to acquire other properties in addition to the Property described below. If the Company determines that the Property is not worth further exploration, the Company plans to continue in the mineral exploration business.

Special Skills

The exploration, and if warranted, development of the Property may depend on specialized skills and knowledge possessed by directors and officers of the Company that are applicable to the mining industry. The Company's leadership team is composed of the following: (i) Shayne Taker – Chief Executive Officer and a Director; (ii) Braydon Hobbs – Chief Financial Officer, Corporate Secretary and a Director; (iii) Howard Jones – a Director; (iv) Sheri Rempel – a Director and (v) Ronald Woo – a Director. The mineral exploration and development industry is very competitive.

Sales and Revenues

The Company does not have any revenues, products or sales and does not provide any services. It relies on the issuance of securities to finance its operations.

Competitive Conditions

The mineral exploration industry is competitive, with many companies competing for the limited number of precious and base metals acquisition and exploration opportunities that are economic under current or foreseeable metals prices, as well as for available investment funds. Competition is also high for the recruitment of qualified personnel and equipment. Significant and increasing competition exists for mineral opportunities in the Province of British Columbia. There is a number of large established mineral exploration companies in British Columbia with substantial capabilities and greater financial and technical resources than the Company.

Government Regulations

Mining operations and exploration activities are subject to various laws and regulations which govern prospecting, development, mining, production, exports, taxes, labour standards, occupational health, waste disposal, protection of the environment, mine safety, hazardous substances and other matters.

Environmental Regulation

The Company's mineral exploration activities are subject to various federal and provincial laws and regulations governing protection of the environment. In general, these laws are amended often and are becoming more restrictive.

Other Property Interests and Mining Claims

The Company may in the future acquire new mineral exploration properties or interests but has not entered into any agreements to acquire such properties or interests other than the Property.

Trends

As a junior mineral exploration issuer, the Company is subject to the cycles of the mineral resource sector and the financial markets as they relate to junior companies.

The Company's financial performance is dependent upon many external factors. Both prices and markets for metals are volatile, difficult to predict and subject to changes in domestic and international, political, social and economic environments. Circumstances and events beyond its control could materially affect the financial performance of the Company.

History

Following incorporation on June 23, 2022, the Company identified the Property, entered into the Property Agreement, conducted exploration of the Property, and raised capital by issuing the following securities:

On June 25, 2022, the Company completed a private placement of 4,200,000 common shares at \$0.005 per share for gross proceeds of \$21,000.

On July 23, 2022, the Company issued 10,000,000 special warrants at a price of \$0.02 per special warrant for gross proceeds of \$200,000. Each special warrant entitled the holder to receive one common share and one-half share purchase warrant, on the conversion date solely determined by the Company. On October 15, 2022, these special warrants were converted to 10,000,000 common shares and 4,999,998 warrants (after rounding down from 5,000,000 warrants). Each warrant gives the holder the right to acquire one common share of the Company at a price of \$0.10 until October 15, 2027.

On August 24, 2022, the Company issued 3,600,000 special warrants at a price of \$0.05 per one special warrant for gross proceeds of \$180,000. Each special warrant entitled the holder to receive one common share and one share purchase warrant, on the conversion date solely determined by the Company. On October 15, 2022, these special warrants were converted to 3,600,000 common shares and 3,600,000 warrants. Each warrant gives the holder the right to acquire one common share of the Company at a price of \$0.10 until October 15, 2027, subject to an acceleration clause.

On September 30, 2022, the Company issued 517,000 special warrants at a price of \$0.05 per one special warrant for gross proceeds of \$25,850. An additional 200,000 special warrants were issued as a service fee. On November 25, 2022, these special warrants were converted to 717,000 Common Shares of the Company.

On October 30, 2022, the Company issued 2,100,000 special warrants at a price of \$0.10 per one special warrant for gross proceeds of \$210,000. Each special warrant entitles the subscriber to one Common Share and one-half share purchase warrant at \$0.12 per share purchase warrant for a period of five years. On November 25, 2022, these special warrants were converted to 2,100,000 Common Shares and 1,050,000 common share purchase warrants.

To date, funds raised from the issuance of the above-mentioned securities have been used to identify the Property, enter into the Property Agreement, cash payment for the Property, mineral exploration expenses on the Property, filing fees, professional expenses, regulatory expenses and for general working capital.

THE SKYFIRE PROPERTY

The information in this Prospectus with respect to the Property is derived from the Technical Report prepared for the Company in accordance with NI 43-101 by Mark Baknes, P.Geo. Mr. Baknes is an independent Qualified Person for the purposes of NI 43-101. The full text of the Technical Report is available for review at the registered office of the Company at 750 West Pender Street, Suite 401, Vancouver, British Columbia, Canada, V6C 2T7 and is available online under the Company's SEDAR profile at www.sedar.com.

Property Description and Location

The Property consists of 7 mining cell claims (the "Claims") totaling approximately 1897 hectares land in the Cariboo Mining Division, British Columbia, Canada (Figure 1 and 2). It is located about 45 km east from the unincorporated community of Horsefly and 95 km east-northeast from the city of Williams Lake. The centre of the Property lies at 52°20'29" north latitude and 120°47'33" west longitude.

There are several Indigenous communities and organizations in the Skyfire area. The Property lies within the traditional territory of the Northern Shuswap Tribal Council or Northern Secwepemc te Qelmucw ("NStQ"), who represent the communities of Tsq'escen' (Canim Lake), Stswecem'c/Xgat'tem (Canoe Creek/Dog Creek), Xats'ull/Cmetem' (Soda Creek), and T'exelc (Williams Lake). The NStQ are in active stage 5 negotiations with the British Columbia Treaty Commission (BCTC, 2018). Land claims have not been settled in this part of BC and their future impact on the Property's access, title or the right and ability to perform work on it remains unclear. Any exploration and mining work in on the Property will need to be carried out in consultation with these communities. See "Risk Factors".

Claim data is summarized in Table 1, while a map showing the Claims is presented in Figure 2. There is no past producing mine on the Property and there were no historical mineral resource or mineral reserve estimates documented.

The QP is not aware of any other royalties, back-in rights or other agreements and encumbrances to which the Property is subject.

There are no known environmental liabilities. LFNT does not have the required permits for mechanized exploration on the Skyfire Property but is still able to do non-mechanized work like prospecting, geological mapping, surface geochemical, and most ground geophysical surveys.

					Area (ha)
Tenure ID	Claim Name	Owner	Issue Date	Good To Date
1042713	CUTTY 6	Rishy-Maharaj, Paul	10-Mar-16	15- Apr-24	197.51
1042714	CUTTY 7	Rishy-Maharaj, Paul	10-Mar-16	15- Apr-24	217.36
1042470	CUTTY 2	Rishy-Maharaj, Paul	25-Jan-16	15- Apr-24	296.27
1042472	Cutty 3	Rishy-Maharaj, Paul	25-Jan-16	15- Apr-24	355.51
1042473	Cutty	Rishy-Maharaj, Paul	25-Jan-16	15- Apr-24	316.11
1042474	Cutty 4	Rishy-Maharaj, Paul	25-Jan-16	15- Apr-24	256.85
1042475	CUTTY 5	Rishy-Maharaj, Paul	01-Mar-16	15- Apr-24	256.84
Total	7				1896.44

Table 1:List of Property Claims (Source: Baknes 2023)

Per the option agreement, LFNT can earn a 100% interest in the Property by incurring C\$1,035,000 in exploration expenditures, making payments of C\$200,000 to the Optionor and issuing 1,000,000 common shares to the Optionor on or before the fourth anniversary of the option agreement. Details of the agreement are summarized in Table 2. The Optionor will retain a 1.0% net smelter return ("NSR") royalty with the Optionee retaining the right to purchase this entire royalty for C\$2,000,000 at any time before the start of commercial production.

Table 2: Summary of LFNT's option agreement (Source: Baknes 2023)

Milestone	Expenditure (C\$)	Shares (N)	Payments (C\$)
<7 days after signing option agreement			\$16,000
<10 days after listing on CSE		100,000
1st anniversary	\$75,000	100,000	\$20,000
2nd anniversary	\$120,000	200,000	\$32,000
3rd anniversary	\$240,000	200,000	\$48,000
4th anniversary	\$600,000	400,000	\$84,000
Total	\$1,035,000	1,000,000	\$200,000

Figure 1: Property Location Map

Figure 2: Claim Map

Access, Climate, Physiology, Local Resources, and Infrastructure

Access

The Skyfire Property is in south-central BC, approximately 45 km east from the unincorporated community of Horsefly and 95 km east-northeast from the city of Williams Lake (Figure 5-1). A paved highway connects Williams Lake to Horsefly from which a network of forest service roads (FSRs) provides access to the Property.

From Horsefly, the Skyfire Property is reached by following the Black Creek Road for approximately 52 km to a T-junction with the Whiskey Bridges FSR (Figure 5-2), which runs southward to ascend a highland forming the northwestern-most part of the Eureka Peak massif and the core of the Skyfire Property. Along the Whiskey Bridges FSR, the eastern boundary of the Property is reached after 5.5 km and the centre at 7.5 km. The 2022 field work used LUVs for travel on the Whiskey Bridges FSR.

Extensive logging has created a network of FSRs that provide access to much of the Property with road conditions for pickup trucks ranging from suitable to impassable. Impassable roads may still provide convenient corridors for light utility vehicles (LUVs) or walking.

Climate

The Property is subject to a humid continental climate with warm summers, dry springs, and wet summers and winters. The nearest weather station lies 39 km northwest at Horsefly Lake/Gruhs Lake but is at 780 m elevation whereas most of the Property is between 900 m to 1500 m above sea level (ASL). A more comparable station is therefore Spokin Lake 4E, which is located at 1030 m ASL and 63 km to the west-southwest of Skyfire.

Climate normals for the Spokin Lake 4E weather station show that daily temperatures averaged by month range from a low of -7.6°C in January to a high of 13.4°C in July (Environment Canada, 2022). Monthly precipitation averages between 25 to 75 mm for the entire year, with a low in February and high in June. Snow accumulation starts mid-October, peaks in January and February at an average depth of 41-42 cm and is gone by early May.

As a result of the snow and weather conditions, surface exploration on the Property will be most practical from early May to mid-October. Drilling can be conducted year-round but is hampered from mid-October to early May by more difficult access to liquid water and snow accumulation.

Physiology

The Property is located within the Quesnel Highlands of central BC (Figure 5-2), comprising a rolling highland with elevations between 1300 m above sea level (ASL) to 1500 m ASL and that drops down to 900-1000 m ASL along the Black Creek and Crooked Lake roads. The northwestern to southeastern slopes of this highland are steep whereas the northern to eastern slopes are more gradual.

There are no major drainages on the Property although the Horsefly River flows along the northwestern corner and the McKusky River along the western boundary. Numerous unnamed creeks flow from the top of the highland into one of these two rivers.

The Skyfire Property lies entirely below treeline. Logging operations are extensive in the area, with MacIntyre (2020) estimating that half of the Property has been clearcut. Most of this logging was done in the rolling highland area, which is currently covered by second growth spruce, fir, pine, larch, and cedar. The steeper slopes on the northern and western sides of the Property comprise mature stands of spruce and fir.

Local Resources and Infrastructure

The city of Williams Lake has a population of 11,000 and provides most services necessary for mineral exploration such as fuel, grocery stores, restaurants, motels, labour, and heavy equipment. Williams Lake is also the nearest city to the Gibraltar and Mount Polley open-pit mines, supporting a range of skilled labour, suppliers, and contractors necessary for mining. Williams Lake is located on Highway 97, a 550 km (6 hours) drive from Vancouver, and on the CN railway (Figure 5-1). It has an airport with daily scheduled flights to Vancouver and other British Columbia cities. The community of Horsefly has a population of approximately 1000 people and offers basic services like accommodation, restaurants, and fuel.

Powerlines at 500 kV and 69 kV pass southeasterly through Williams Lake and a 69 kV powerline extends northeasterly to the Mount Polley mine, located approximately 60 km west-northwest of the Property boundary. The powerline shown extending to the past-producing Boss Mountain mine, located 28 km due south of the Property (Figure 5-1), is probably no longer in service.

All surface rights over the Property are held by the Crown, controlled by the province of British Columbia, and should be available to support any eventual mining operations. Water is plentiful in the area. No studies have addressed potential waste disposal areas, heap leach pad areas or potential processing plant sites, given the early stage of exploration and development on the property.

The Skyfire Property is cut by a network of Forest Service Roads that, as of the effective date of this report, are still passable by light utility vehicle (LUV). A small cabin was found along the Whiskey Bridges FSR, just outside the boundary of the Skyfire Property, but was not built on private property.

History

The Skyfire Property was staked in 2016 but, before that, comprised parts of other properties that were worked from 2006- 2011 and 1983-1986. This work, and especially that done in 2006 and 2007, has produced extensive soil coverage over the Skyfire Property (Table 6-1) in addition to collection of 290 rock, 130 till, and 276 silt samples. Other work includes completion of a 684 line-km airborne geophysical survey, 155 line-km of ground magnetics, and 117 m of mechanized trenching. This work is summarized in Table 3 and described in herein.

	Ye	Propert	Surface geochemical sampling (N)				Other work Source
Company	ar y Roc Soil Till Silt k
	198	CL claims	10*	40		2		Rowe, 1984a
Regional	3	JB clams	7	144		30		Rowe, 1984b
Newmont	198 4	Phyl claim		314			3.9 line-km line cutting	Turner, 1984
World Cement	198 6	Topper	32	186		5**		Freeze, 1986
	200 6	Addie 2		1430		230		Jenkins, 2007
	200 7	Addie 2					684.1 line-km airborne geophysics	Jenkins, 2008
Dajin	200 7	Addie 2	165	4490		9		SaghezchI, 2008
	201 1	Addie 2	4		130			Levson, 2011
	201 6	Skyfire	26	309			155 line-km ground magnetics	Rishy-Maharaj, 2017
Mansa	201 8	Skyfire	46				117 m mechanized trenching	Jacobs, 2018
Total			290	6913	130	276

Table 3: Summary of historical exploration work on the Skyfire Property (Source: LFNT, 2022)

*10 rock samples collected in 1983 were not submitted for assay; **5 silts collected in 1986 are heavy mineral separates

The first publicly recorded work done on the Property was in 1983 by Regional Resources Ltd ("Regional"), collecting soil and silt samples from their CL1 claim (Rowe, 1984a) that overlaps with the southeastern-most part of the Skyfire Property. This work found Pb-Ag-Au mineralized quartz veins around what is now the southeastern corner of the Property in association with a string of five soil samples that returned 1.0-6.7 ppm Ag (Rowe, 1984a). The rock samples (R1 TO R10), three of which were collected within the Skyfire Property, were taken prior to staking and so not reported by Regional for assessment.

The same year Regional collected soil, silt, and rock samples from the JB claim group, which had significant overlap with the northwestern part of the Skyfire Property. Rock samples returned negligible precious and base metal values. Six of the 30 silts returned 50-150 ppb Au whereas ~5% of the soils (N = 144) returned >30 ppb Au or >150 ppm Cu (Rowe, 1984b). In 1984, Newmont Exploration Canada Ltd ("Newmont") worked the Phyl claims that overlap with most of the central and southern part of the Skyfire Property. Geological mapping noted that 95% of the Phyl claims are covered by clay, silt, and fluvial gravel (Turner, 1984). Outcrops include black phyllite with distinctive ankerite porphyroblasts ("knotted phyllite") hosting foliation-parallel pods and discontinuous veins of quartz. Soil sampling defined a 1.0 x 1.2 km, northwest trending, Ag-in-soil anomaly with values ranging from 0.1-8.6 ppm along with erratically distributed Cu, Pb, Zn, As, and Au (Turner, 1984). Follow-up trenching was unable to reach bedrock.

In 1986, World Cement Industries Ltd ("World Cement") used soil sampling on their Topper claim group to define the "west zone" within what is now the southeastern part of the Skyfire Property (Freeze, 1986). This zone comprises a 400 m x 1500 m, northwest to north-northwest trending, Ag-in-soil anomaly (>1.6 ppm Ag, up to 4.1 ppm Ag) flanked by weakly anomalous Au-in-soil (~30 ppb). Five heavy mineral separates collected from a creek draining the West Zone, returned two samples with visible gold and two samples that assayed 14.0 and 5.2 ppm Ag (Freeze, 1986). The Topper claims were then acquired by Grand National Resources Ltd who completed work programs in 1989 and 1990 that were located just east of the current Skyfire Property.

Twenty years later in 2006, Dajin Resource Corp ("Dajin") staked their Addie 2 claims and collected 230 silt and 1430 soil samples over what is now the Skyfire Property. Results of the soil sampling defined an approximately 8 km² , northeasttrending, area of anomalous and weakly correlated gold and arsenic (Jenkins, 2007). Additional infill sampling was recommended.

In 2007, Dajin completed a 684.1 line-km airborne magnetic and electromagnetic (EM) survey as well as geological mapping, rock sampling, and soil sampling. The airborne survey was used to improve the geological map of the Addie 2 claims and identify targets for follow-up groundwork (Jenkins, 2008). The 2007 sampling work includes collection of 4490 soil samples that all lie within the current Skyfire Property boundary, forming the bulk of soil coverage over the Property. This data was used to refine the Au- and As-in-soil anomalies identified in 2006, with new data suggesting a northwest-, rather than northeast-, trending 400 m x 1000 m area of anomalous Au and As (Saghezchi, 2008). Rock sampling was hampered by a general lack of outcrop, with the 165 samples sent for assay returning just three samples with >50 ppb Au and a maximum of 0.17 g/t Au (Saghezchi, 2008). The geological map produced by Saghezchi (2008) has been used as the Skyfire Property map till it was updated in the 2022 work program .

In 2011, Dajin completed till geochemistry and ice flow investigations to better pinpoint the bedrock sources for anomalous Au- and As-in-soil values. Results show that concentrations of Au in till are significantly lower than colluvium, and that gold concentrations appear to increase with depth (Levson, 2011). The dominant ice flow direction was determined to be westerly with possible early and late phases of south-westerly flow. Levson (2011) identified 12 areas of geochemical interest by integrating his work with Dajin's 2006-2007 soil sampling data but no further work was done.

In 2016, Mansa Exploration Inc ("Mansa") optioned the Skyfire Property and completed rock sampling, soil sampling, and ground magnetics. Rock sampling (N = 26) focussed on four Ag-in-soil anomalies defined by Dajin (Jenkins, 2007; Saghezchi, 2008) and resulted in discovery of the Skyfire showing comprising a tetrahedrite- and chalcopyrite-bearing quartz vein that returned 262 g/t Ag, 0.2 g/t Au, 0.1% Cu, and 0.1% Sb (Rishy-Maharaj, 2017). A second sample taken from this showing area returned <2 g/t Ag and <10 ppb Au. The remaining 24 samples include one that returned 2.8 g/t Ag and another with 73 ppb Au, with the remainder assaying between 0.1 to 1.6 g/t Ag and <5 ppb to 7 ppb Au. Collection of 309 B-horizon samples expanded the Ag-in-soil anomalies defined by Dajin and reported generally low and erratically distributed Au-in-soil (Rishy-Maharaj, 2017). A 155 line-km ground magnetometer survey was done over the same grid as the soil sampling survey.

In 2018, Mansa completed a program of hand and mechanized trenching on and around the Skyfire showing. Hand trenching of the showing itself indicates that it comprises a 10 m wide, bedding parallel (112°/57° SW), quartz vein with 4% disseminated tetrahedrite and weak malachite (Jacobs, 2019). Two additional samples collected from this showing returned 552 g/t Ag with 0.47 g/t Au as well as 262 g/t Ag with 0.27 g/t Au (Jacobs, 2019). An additional five samples of knotted phyllite collected from within 1.1 km of the Skyfire showing all returned <3 g/t Ag and <0.001 g/t Au. Mechanized trenching was done with a mini excavator and comprised five trenches between 18-30 m in length (117 m total) dug to depths of ~2 metres and at bearings between 030° to 050°. Trenches are located approximately 250-300 m southwest (N = 4) and northwest (N = 1) of the Skyfire showing (Jacobs, 2019). Out of 39 continuous chip samples collected from these trenches, 25 returned <1.0 g/t Ag, 12 assayed between 1.0-2.0 g/t Ag, and two samples returned 2.1 and 4.3 g/t Ag. The sample with 4.3 g/t Ag also returned weakly anomalous As, Bi, and Pb.

Geological Setting and Mineralization

Regional Geology

The Skyfire Property is located in the eastern, and basal, part of the Quesnel terrane (or "Quesnellia"), near the boundary with the Kootenay terrane (Figure 3). Quesnellia is a Mesozoic island arc that was accreted onto the passive margin of ancestral North America starting in the Early Jurassic. The basal sedimentary and volcanic rocks of Quesnellia were thrusted, deformed, and metamorphosed during accretion to North America then locally covered by post-accretionary overlap assemblages formed in localized extension basins. Remnants of oceanic-type crust that formed the deepest part of the oceanic basin are now exposed as Slide Mountain Terrane between the Quesnel and Kootenay terranes.

The lower meta-sedimentary rocks of Quesnellia are formed by the Slocan and Nicola groups. The Slocan Group consists mostly of slate and phyllite (Schiarizza, 2016). The overlying Nicola Group consists mostly of volcanic rocks that, on a regional-scale, have been subdivided into four assemblages that grade from metasedimentary rocks at the base through volcaniclastic, volcanic flow, and then conglomerate at the top (Schiarizza, 2016).

Folding- and faulting-related structures that developed during obduction are characterized as D1 or D2. The D1 structures include penetrative cleavage (S1) that is axial planar to northwest trending F1 folds and shear zones (Rhys et al., 2009). D2 structures are defined by a crenulation cleavage (S2) that is axial planar to regional-scale F2 folds that include the Eureka Syncline as well as the Perseus and Boss Mountain anticlines (Campbell et al., 1991). The long axes of several gold deposits in the area (see Section 7.2), including Frasergold, are parallel to L2 whereas extension veins are generally orthogonal (Rhys et al., 2009). Both D1 and D2 likely comprise part of the same progressive deformation event related to obduction of the Quesnel arc onto the North American continent. Peak regional metamorphism of upper greenschist facies to lower amphibolite facies (c. 450-600°C, 6-10 kbar) was achieved at c. 180-175 Ma (Andrew et al., 1983; Elsby, 1985; Mortensen et al., 1987) and is possibly syn-D2 (Allan et al., 2017).

Figure 3: Regional Geology map

Figure 4: Property Geology Map

Property Geology

The Skyfire Property is underlain by meta-sedimentary and -volcanic rocks of the Slocan and Nicola groups, which form the lower-most part of the Quesnel terrane. As mapped by Saghezchi (2008), lithologies on the Property include three types of phyllite and siltstone, likely part of the Slocan Group, as well as metadacite, chlorite schist, and metavolcanic tuffs that possibly correlate with Nicola Group. Each lithology is summarized below.

Saghezchi (2008) split the phyllite on the Skyfire Property into graphitic, pyrite-bearing graphitic, and knotted graphitic subtypes, with each interbedded with argillite, siltstone, and sandstone. All phyllite generally strikes northwest to southeast and dips steeply to moderately NE or SW. The most widely occurring lithotype consist of finely laminated (<1cm thick) and interbedded graphitic phyllite; the two other subtypes are similar but have higher modal abundances of pyrite or Fecarbonate porphyroblasts ("knots") Interbeds consist mostly of argillite with less siltstone and sandstone. Sand- and siltstone layers tend to be more competent and are also typically massive, pyrite-bearing (up to 20% modal abundance over 3 cm) and cut by low sulphide quartz veinlets. Siltstone layers are typically 0.01 m to 3 m thick but can be notably thicker, with Saghezchi (2008) defining 25 to 50 m wide mappable subunits.

Knotted phyllite is notable for hosting a number of orogenic gold deposits and prospects in the area surrounding the Skyfire Property, with much of the early work in the Skyfire area (e.g. Rowe, 1984a; Turner, 1984) referencing the prospectivity of these rocks. On the Property, knotted phyllite contains 1-10 mm-sized ankerite porphyroblasts and is sporadically exposed over a 700 x 400 metre area that dips under cover along strike in either direction. Deformed quartz veins and vein stockworks occur are widespread and locally form sweat-like textures.

The meta-dacitic (MDa) and chlorite schist (CS) units mapped by Saghezchi (2008) both comprise pale green to grey volcanic-derived sedimentary rocks ± volcanic rocks. The dacitic composition of both map units was confirmed through petrography (Saghezchi, 2008). The chlorite schist lies northeast of the phyllite and is approximately 200-500 metres thick whereas dacite lies southwest and is at least 400 m thick.

The metavolcanic tuff unit (MV) is described as chlorite-facies, pyroxene phyric, and co-relatable to Panteleyev et al.'s (1996) Triassic basaltic volcano-sedimentary rocks (Saghezchi, 2008).

Quartz veins up to 3 metres wide occur in outcrop on the Skyfire Property but more typical widths range from 1-30 cm. Most veins consist almost entirely of milky white quartz with minor to trace abundances of iron oxide and muscovite/sericite, in rare sulphide. Quartz veins are concordant to or deformed parallel to S1 foliation planes but are also discordant/oblique to bedding, indicating they were emplaced before/during and after D1.

D1 fabric is defined by penetrative slaty to phyllitic cleavage (S1) that dips both northeast and southwest and is axial planar to tight F1 folds and shear zones. S1 cleavage is typically superimposed with S0 bedding except in some F1 fold hinges. Previous work did not identify any D2 structures on the Property though some were recorded in 2022 .

Mineralization

There is one BC MINFILE mineral occurrence within the Skyfire Property, one showing discovered in 2016 (Rishy-Maharaj, 2017) and indication discovered in 1984 (Rowe, 1984a) and. Each is listed in Table 4 and described below.

The Addie 2 mineral showing was discovered in 2007 and consists of narrow, dismembered, quartz veins (or "sweats") within knotted phyllite that returned 0.14 g/t Au over 1.0 metres from a channel sample (Saghezchi, 2008). Other channel samples taken in the area returned negligible results.

The Skyfire showing is included with the Addie 2 showing in MINFILE but lies approximately 1700 m to the east-southeast and has anomalous in Ag-Pb-Sb-Au instead of just Au. This showing was discovered in 2016 by Rishy-Maharaj (2017) and consists of a tetrahedrite- and chalcopyrite-bearing quartz vein that returned samples with 260-550 g/t Ag and 0.2 to 0.5 g/t Au (Rishy-Maharaj, 2017; Jacobs, 2019).

Work by Rowe (1984a) included a description of 10 rock samples that returned anomalous values of Ag and Pb, although assay results were not provided. These samples straddle what is now the southwestern corner of the Skyfire Property, with three of the 10 samples falling within the current property boundary and is here referred to as the unnamed 01 indication.

Name	Eastin g	Northin g	Type	Commodities	Description	Reference
Addie 2	649779	5801542	Showing	Au	Hydrothermal, epigenetic	MINFILE
Skyfire	651487	5800984	Showing	Ag, Au, Cu, Sb	Hydrothermal, epigenetic	Rishy-Maharaj, 2017
Unnamed 01	651660	5798648	Indicatio n	Pb, Ag, Au	Hydrothermal, epigenetic	Rowe, 1984a

Deposit Types

The primary exploration target on the Skyfire Property are tetrahedrite-galena bearing quartz veins, here tentatively grouped into "felsic intrusion-associated Ag-Pb-Zn vein" deposit type (Cox, 1992). There is also potential for knotted phyllite-hosted vein gold mineralization like the nearby Frasergold deposit, which falls within the orogenic gold type of deposits. There are no known porphyry-style occurrences on the Skyfire Property, so this deposit type is not discussed here.

Ag-Pb-Zn ("poly-metallic") veins associated with contemporaneous felsic intrusions can form silver mining districts, with North American examples including the Slocan district in British Columbia as well as the Mammoth, Wallapai, and Marysville districts in the USA (Cox, 1992). Deposits are hosted in quartz-carbonate veins that were derived from nearby felsic intrusions that, in some places, also produced porphyry mineralization. Polymetallic vein deposits form in nearsurface fractures and breccias within the thermal aureoles of these intrusions and, in some cases, their related porphyry systems (Cox, 1992). Veins can host a wide range of ore minerals that may include native gold, electrum, sphalerite, galena, tetrahedrite-tennantite, Ag-sulfosalts, and argentite.

Orogenic gold deposits form many of the most significant gold-producing belts in the world (e.g., Kalgoorlie in Australia, Timmins in Ontario, and Ashanti in Ghana). Their name reflects a temporal and spatial association with late stages of orogenesis (Groves et al., 1998; Goldfarb et al., 2001; Goldfarb et al., 2005; Dubé and Gosselin, 2007) with many deposits developing between 2.8 to 2.55 Ga (Archean), 2.1 to 1.8 Ga (Early Proterozoic) and 600 to 50 Ma (Phanerozoic). Orogenicstyle mineralization within the eastern Cordilleran gold belt, including the Cariboo Gold District, was deposited between 180-140 Ma.

Phanerozoic orogenic gold deposits include several comprising gold-bearing veins emplaced into sedimentary rocks (the "sedimentary hosted vein (SHV)" deposits of Klipfel, 2005), usually within structurally thickened and heated passive margin rocks. Gold-bearing hydrothermal fluids ascended through regional-scale fold-and-thrust belts and to be deposited asstructurally controlled vein systems that include shear and related extension vein-types, as well as hydrothermal breccias. In SHV deposits, gold is sporadically associated with As, Sb, and/or W (Klipfel, 2005).

Phanerozoic orogenic gold deposits include several comprising gold-bearing veins emplaced into sedimentary rocks (the "sedimentary hosted vein (SHV)" deposits of Klipfel, 2005), usually within structurally thickened and heated passive margin rocks. Gold-bearing hydrothermal fluids ascended through regional-scale fold-and-thrust belts and to be deposited as structurally controlled vein systems that include shear and related extension vein-types, as well as hydrothermal breccias. In SHV deposits, gold is sporadically associated with As, Sb, and/or W (Klipfel, 2005).

Exploration

The 2022 work program was completed by Equity on behalf of LFNT from 11 to 22 October, and comprised geological mapping, geochemical assay of 42 rock samples, and 97 line-km of ground magnetic survey. This work is described in more detail below.

Geological Mapping

The 2022 geological mapping program was designed to build on previous mapping by Saghezchi (2008) with focus on refining the distribution of lithological units and, especially, the knotted phyllite. A comparison of property lithologies identified by 2022 work (Figure 9-1) and mapping by Saghezchi (2008) is provided in Table 9-1. The 2022 mapping was done on GPS-enabled ruggedized laptops with nominal positional accuracy of ±5 metres whereas structural measurements were taken with a Brunton compass.

The Skyfire Property is estimated to have <5% bedrock exposure so that outcrops were targeted using previous outcrop maps (e.g. Rowe, 1984b; Saghezchi, 2008) as well as from GPS-marked outcrops identified by geophysics team during completion of the 2022 ground magnetic survey.

Outcrop mapping confirmed the broad distribution of lithologies as mapped by Saghezchi (2008), with 2022 work grouping Ph1 and Ph2 into a single phyllite unit as well as metadacite (MDa) and chlorite schist (CS) into a single dacite, while maintaining knotted phyllite (Ph3 in Saghezchi, 2008) and mafic volcanic (Mafic tuff or MV in Saghezchi, 2008) as mappable units. Phyllitic rocks are likely part of the Slocan Group whereas dacite and mafic volcanic is likely part of the Nicola Group.

Phyllite and knotted phyllite are grey black in colour, foliated, and locally graphitic, pyrite-rich, and/or host to ironcarbonate porphyroblasts to form the so-called knotted phyllite. All types of phyllitic rocks are interbedded with siltstone and sandstone beds up to 1 m thick, with calcareous mudstone layers more abundant in knotted phyllite.

Figure 5: Geological map of the Skyfire Property based on 2022 work(Source: LFNT, 2022)

Group	Saghezchi (2008)	Equity, 2022*
	Ph1 - graphitic phyllite and siltstone
	Ph2 - pyritic graphitic phyllite	Phyllite
Slocan	SS - pyritic siltstone
	Ph3 - "knotted" graphitic phyllite	Knotted phyllite
	CS - chlorite shist
Nicola	MDa - metadacite	Dacite, volcanic-derived sedimentary rocks
	MV - metatuff	Mafic volcanic

Table 5: Comparison of Skyfire Property lithologies for 2008 and 2022 mapping (Source: LFNT, 2022)

*To be published in the 2022 assessment report for the Skyfire Property

Dacite volcanic and volcano-sedimentary rocks are pale green to grey dacites and occur on either side of the Slocan Group phyllite, comprising the northeastern and southwestern limbs of an anticline (Figure 5).

Pyroxene bearing meta-volcanic (Figure 6a) is the farthest north lithology and likely correlate with the Nicola group volcanics forming the core of the Eureka syncline to the southeast, which include augite-phyric flows (Panteleyev et al., 1996).

Quartz veins range from less than one centimetre in width to more than a metre but are in most cases dominated by quartz. Other minerals (sericite, muscovite, iron carbonate, iron oxide) occur in minor to trace amounts (<0.1-1 modal%) whereas sulphide minerals (including galena) are rare with one known occurrence of tetrahedrite. Thicker veins are rare in outcrop, likely because outcrop is rare, and mostly indicated through ~100 m2 areas with a relatively high abundance of quartz vein float (~10 boulders/10 m2), like at Addie 2 and unnamed 01 for example (Figure 6b). These boulders typically having long axes ranging from 20-50 cm and consist almost entirely of milky white ("bull") quartz. The 10 cm wide, tetrahedrite-bearing, Skyfire vein was found to strike northeast at a high angle across S1 in phyllite (Figure 6c), contrasting with previous work that suggests it is northwest striking and parallel to S1 (Rishy-Maharaj, 2017; Jacobs, 2019).

Narrows quartz veins hosted within phyllite may be deformed within the primary foliation (S1, see below) or cut across it, and are more abundant within competent layers like siltstone and sandstone.

S0 bedding and S1 foliation are superimposed and were deformed (D2) into a property-scale upright and close anticline with a fold axis that plunges at 7° to 304°. Centimetre- to metre-scale parasitic folds were found to show similar orientation (Figure 6d,e). Older phyllite and knotted phyllite occurs within the core of this anticline and is enveloped younger dacite and mafic volcanic. This anticline is possibly the northwestern extension of the Boss Mountain Anticline . Crenulation fabrics developed in phyllite show a wide range in orientations, locally recording local perturbations in the D1-D3 strain regime (Figure 6f).

Figure 6: Photos taken during the 2022 Skyfire work program that show (a) pyroxene-phyric mafic volcanic, (b) quartz + iron oxide + muscovite ± galena vein near unnamed 01 showing, (c) uprooted tree at Skyfire showing quartz + tetrahedrite vein (outlined in yellow) at high angle to dominant foliation fabric (outlined in red), (d) folded pyritic bed (outlined in red) and adjacent folded quartz vein (outlined in yellow), (e) outcrop scale fold in dacitic/volcanic derived sediment package, (f) crenulation fabric deforming S0/S1 (Source: LFNT, 2022).

Rock Sampling

A total of 42 rock samples were collected in 2022. Each rock sample had their location marked with handheld GPS and was then placed in a labeled poly-ethylene bag that was sealed with a zip tie. Rock samples were aggregated at the project accommodation and then delivered by Equity to Bureau Veritas Commodities Canada Ltd of Vancouver, BC ("BV").

Results for Ag, Au, Cu, Pb, Zn, As and Sb are given in Table 6. Sample locations are shown on Figure 7. Preparation and analytical methods used at BV are described further in below.

No samples contained economically significant metal concentrations, with 39 samples returning <1.0 g/t Ag. Two samples returned between 1-6 g/t Ag and sample R532919 had the highest concentration, returning 62.5 ppm Ag along with 0.04 ppm Au, 305 ppm Cu and 91 ppm Sb. This sample is a duplicate of the Skyfire Showing (Rishy-Maharaj, 2017; Jacobs, 2019) and was collected from subcrop exposed at the base of an overturned tree. Like the 2016 sample, quartz vein collected in 2022 was also described as tetrahedrite-bearing and cutting graphitic phyllite.

Twenty-four of 42 samples returned <5 ppb Au, seven returned 5-10 ppb Au, and 11 assayed 10-66 ppb Au (Table 6). The sample with 66 ppb Au was taken from an outcrop of deformed quartz vein hosted in crenulated pyritic graphitic phyllite (Figure 6d). A sample from a previously unmapped area in the southern margin of the Property returned 0.048 ppm Au and 340 ppm Pb. The sample is from float in an area with a high density of quartz vein float (Figure 6b), with mineralogy comprising mostly quartz and lesser iron oxide (after iron carbonate) and muscovite as well as trace galena. Correlation between 41 samples – excluding the one with 62 g/t Ag – shows strong correlation (R2 > 0.9) between silver, bismuth, and lead (Ag-Bi-Pb). Gold shows moderate correlation (R2>0.5) with Ag, B, K, Mo, Sb, Tl, S, and Se.

Sampl e ID	Eastin g (Nad8 3 Z10)	Northin g (Nad83 Z10)	Sample Type	Au (pp m)	Ag (pp m)	As (pp m)	Cu (pp m)	Pb (ppm )	Sb (pp m)	Zn (pp m)
R53290 1	65113 5	580094 4	ROCK	0.06 6	0.81 1	34	30	8.43	11.9 3	47.4
R53290 7	65081 0	580187 6	ROCK	- 0.00 5	0.79 5	1.4	124. 3	5.64	1.09	209. 1
R53290 8	65081 1	580188 4	ROCK	- 0.00 5	1.40 2	10	215	14.74	0.68	26.9
R53291 8	65124 9	580088 8	ROCK	0.04 8	0.26 4	40.2	12.1	8.24	15.5 6	36.6
R53291 9	65148 3	580098 9	FLOAT	0.04	62.5 1	14.3	304. 8	4.27	91.1 6	93.9
R53292 1	65058 7	580197 9	ROCK	0.00 6	0.82 5	80.8	161	130.2 7	3.52	228. 4
R53293 1	65173 0	579889 3	ROCK	0.00 9	0.63 9	-0.2	69.6	3.58	0.23	412. 2
R53293 6	65154 8	579872 0	FLOAT	0.04 8	5.62 4	-0.2	1.5	340.1	0.12	6.2

Table 6: Highlights from 2022 rock assays from the Skyfire Property (Source: LFNT, 2022)

Figure 7: Silver and gold results from the 2022 rock sampling program on the Skyfire Property (Source: LFNT, 2022)

Ground Magnetics

A 2022 ground magnetometer survey completed by Equity was designed to extend the 2016 grid (Rishy-Maharaj, 2017) to the northwest. The 2022 grid covered 430 hectares at 50 m line spacing for a total of 97 line-km, 87 of those done along southwest-northeast trending survey lines and 10-line km's along roads to assist with dataset levelling. The survey was done with two backpack mounted GSM-19W Overhauser walking magnetometers. Each instrument was time synchronized with the base station to allow for diurnal corrections of magnetic readings and positioning for accurate data.

The 2022 data was levelled with 2016 data and interpolated to produce a colour contoured map of the total magnetic intensity (TMI) in nanoteslas (nT). The dacite/volcanic derived sediments show an elevated magnetic response whereas phyllite is mostly weak to moderate. The mafic volcanic unit (Figure 8) shows a very low relative magnetic response that appears to be continuous with the magnetic low formed by Nicola volcanics in the core of the Eureka syncline. The source of the moderate northwest trending magnetic high in the center of the grid is not known as this region is covered in glacial sediments.

Figure 8: Results of the 2022 ground magnetic survey (Source: LFNT, 2022)

Drilling

No drilling has been completed on the property by the Company on the Skyfire Property.

Sample Preparation, Analyses and Security

The 2022 rock samples were delivered to, prepared at, and analysed at Bureau Veritas Commodities Canada Ltd of Vancouver, BC, ("BV"). BV is independent of LFNT, accredited under the Standards Council of Canada testing and calibration laboratory accreditation program (LAP lab no. 720), and meets the General Requirements as defined by the International Organization for Standardization (ISO/IEC 17025:2017). Under LAP, BV is certified to complete silver and gold by lead collection fire assay and absorption spectrometry (FA450).

Sample Preparation and Security

The 2022 rock samples were placed in labelled poly-ethylene bags, sealed, and then delivered to BV labs by Equity, providing a simple single-link chain of custody. At BV, one kilogram of rock sample was crushed to 70% passing 2 mm after which a 500-gram subsample was pulverized to 85% passing 75 µm (BV code PRP70-500).

Sample Analyses

Multi-element analyses at BV were done on a 0.25-gram subsample through a 4-acid digestion and an ICP-MS finish (BV method MA250), with detection limits of 20 ppb for silver. Gold analyses were done on a 50-gram subsample through lead collection fire assay and atomic absorption spectrometry finish (BV method FA450), with detection limits of 5 ppb for gold.

Quality Control Quality Assurance Program

No external quality assurance and quality control (QAQC) samples were submitted as part of the 2022 rock sampling campaign. Internal QAQC analyses done by BV were not reviewed but are assumed to be satisfactory given that the certificate of analysis was finalised.

Analytical Adequacy

Sample collection, shipping, and submission followed a single link chain of custody comprising only Equity. The lack of external QAQC sampling is not really a problem for this kind of work and the QP believes that the 2022 rock analyses done at BV are adequate for the purposes of this report and future exploration targeting.

Data Verification

Data verification work for this Technical Report included a verification of the project database and a site visit to the Skyfire Property.

Database verification

The data provided to the QP by LFNT comprised individual data files for the 2006-2007, 2016, and 2018 campaigns in various states of completeness. The 2022 data was provided by Equity.

The 2006 and 2007 programs done by Dajin established the bulk of sample coverage over the Skyfire Property (Jenkins, 2007; Saghezchi, 2008). All of these samples (see Table 6-1) were analysed at Acme Analytical Laboratories Ltd. in Vancouver, BC, ("Acme") which has since been acquired by BV. Prior to its acquisition, Acme was an independent and widely used commercial lab for analysis of exploration samples.

Acme's 2006 and 2007 silt and soil sample multi-element analyses were done on 15 gram and 0.5-gram (Acme code 1DX) subsamples, respectively, through aqua regia digestion and ICP-MS finish. Gold analyses were done on a 30 gram split through fire assay ignition and an ICP-MS finish (3A). The 2007 rock analyses were done on a 30-gram split through an aqua regia digest and ICP-MS finish (1DX-30). These methods are in line with industry standards for gold and silver exploration projects.

The QP checked gold and silver assays for 400 soils (~9% of the total) and 30 rocks (~18%) from the 2007 COA's (included in Saghezchi, 2008) and found that all had been accurately transcribed into LFNT's digital data files. However, only those gold assays done by the 1DX method were entered into the data files whereas the fire assay results via the 3A method should be preferred.

The 2016 and 2018 work programs done by Mansa include the collection of bedrock, trench rock, and soil samples (see Table 6-1). All these samples were analysed at Met-Solve Analytical Labs of Langley, BC, ("MSA"). MSA is an independent commercial lab that currently meets standards of competence for testing and calibration laboratories under ISO/IEC 17025:2017.

MSA's analytical methods for rock samples are broadly similar for the 2016 and 2018 programs but used different subsample weights: 30 grams in 2016 (MSA code IMS-175), 20 grams for 2018 rocks (IMS-117), and 0.5 grams for 2018 trench rocks (IMS-116). Subsamples were digested in aqua regia and analysed by ICP-AES/MS. Overlimit silver analyses were done with the same analytical method but on 0.2 to 0.4 gram splits and ICP-AES calibrated to ore grade. Soil sample analyses were done on a 15-gram subsamples through an aqua regia digest and ICP-AES/MS ultra-trace finish (IMS-150). All methods used by MSA are in line with industry standards for gold and silver exploration projects. The QP checked gold and silver analyses for all rocks from the 2016 and 2018 COA's (included in Rishy-Maharaj, 2017; Jacobs, 2019) and found they were accurately transcribed into LFNT's digital data files.

The methods used for the 2022 rock sampling are described in sections 9 and 11 of this Technical Report and are also in line with industry standards for gold and silver exploration projects. The QP checked gold and silver assays for all rocks from the 2022 COA's and found they were accurately transcribed into LFNT's digital files.

Site visit

A site visit was completed by the QP on 9 March 2023 and was guided and assisted by Jordan Perk. Mr. Perk is Senior Project Coordinator at Equity and participated in the 2022 work program at Skyfire on behalf of LFNT.

The Skyfire Property was accessed by helicopter based at 108 Mile Ranch, B.C. The two showings were accessed by snowshoe and their location determined by GPS and finally digging through approximately two meters of snow cover to reveal the subcrop and float at the Skyfire and Addie 2 occurrences. In the case of the Addie 2 occurrence no previous sample flags were evident, however, the material sampled by the author matched the description of previous sampling.

The Skyfire showing was found as previously described (MacIntyre, 2017; Rishy-Maharaj, 2017; Jacobs, 2019) comprising a 1x2 metre, essentially coherent slab of bedrock, attached to the base of a fallen tree root (Figure 9a, b). No in situ bedrock could be confirmed so it remains a possibility that the sampled vein is derived from a float boulder. The rock panel consists of carbonaceous phyllite that is cut at a high angle by a milky white quartz vein with trace sulphide that shows evidence of being previously sampled. If it is assumed the panel of rock is derived from bedrock it would suggest the vein strikes northeast instead of northwest as per previous interpretation (Jacobs, 2019). Sample G001313 was collected (Figure 9a) and returned 6.7 g/t Ag and below detection Au. This result is considerably lower than some of the highest historical sample results (MacIntyre, 2017; Rishy-Maharaj, 2017; Jacobs, 2019)(Table 7), however, historical results showed a wide range of Ag-Au concentrations indicating a pronounced nugget effect, not uncommon to precious metal vein mineralization. Albeit a relatively low silver concentration the Skyfire showing is verified as a mineralized structure and not simply an unmineralized metamorphic (sweat) vein.

The Addie 2 showing, based on previous descriptions, comprises a string of large quartz boulders within a cut block (Figure 9e). One sample of quartz vein float was taken (G001314) (Figure 9c) from what is believed to be the Addie 2 showing, or near to it. No historical flags could be identified on account of deep snow cover. The sample returned <5 ppb Au and <0.2 g/t Ag and as such the occurrence of low grade mineralization at the Addie 2 showing could not be verified.

Figure 9: Photos taken on 9 March 2023 during the QP site visit, including (a) Skyfire showing with discordant quartz vein (yellow dashed line) exposed at base of uprooted tree, (b) exposed tree root at Skyfire showing (651485E, 5800983N), (c) Exposing surface beneath snow cover where cobbles of angular quartz float were sampled and believed to be of or adjacent to the Addie 2 showing (649785E, 5801540N) (Source: Baknes 2023).

Table 7: Analytical results for data validation sampling on the Skyfire Property (Source: Baknes, 2023)

Sample	Easting	Northing	Area	Sample Description	Ag (ppm)	Au (ppm)
G001313	651483	5800989	Skyfire showing	QZ vein cutting phyllite, trace PY, possible TT	6.7	<0.005
G001314	651465	5800977	Addie 2 showing	QZ vein float cobble with patches AK	<0.2	<0.005

Abbreviations: , QZ = quartz, PY = pyrite, TT = tetrahedrite, AK = ankerite

Data Adequacy

Rock, soil, and silt sampling campaigns completed in 2006, 2007, 2016, 2018, and 2022 provide extensive coverage over the Skyfire Property. All these samples were prepared and analysed at independent commercial labs that used industry standard procedures for gold and silver exploration projects and are currently, or were at the time, accredited to operate as testing laboratories. The QP compared approximately 10% of the gold and silver assay data from the original certificates of analysis (COA's) issued by these laboratories with LFNT's digital data files and fount that these assays were accurately, though incompletely, transcribed. Additional data compilation is therefore warranted.

The 9 March 2023 site visit to the Skyfire Property by QP Baknes confirmed anomalous silver grades at the Skyfire showing as well as the occurrence of quartz veins at or adjacent to the Addie 2 showing.

The results of data verification work demonstrate that LFNT's 2022 - as well as 2006 to 2018 historical - mapping and geochemical data are suitable for purposes of exploration targeting. The QP does recommend additional compilation, especially of fire assay results from the 2006 and 2008 campaigns, to ensure completeness of the database.

Mineral Processing and Metallurgical Testing

No metallurgical testing was done on the Property by the Company.

Mineral Resource Estimates

No mineral resource estimates were done by the Company.

Adjacent Properties

The Skyfire Property is surrounded by Karus Gold Corp.'s ("Karus") South Cariboo property. The South Cariboo property hosts the Frasergold orogenic gold deposit as well as several other orogenic gold, polymetallic vein, and porphyry style showings. Some of the gold and polymetallic mineral occurrences are summarized below. The QP has been unable to verify any of the information in this Section 23 and this information is not necessarily indicative of mineralization on the Skyfire Property.

Frasergold deposit

Frasergold is a vein-hosted orogenic gold deposit that is located 15 km east-southeast of the Skyfire Property, in the southeastern part of Karus' South Cariboo property, and occurs within knotted phyllite of the Slocan Group. Mineralization is developed in a series of sub-parallel, sub-horizontal, rod-shaped mineralized zones (>0.1 g/t Au) that trend northwest to southeast. Individual rods have diameters of ~200-250 m, strike length of up to 3.4 km, and occur within a much broader, 10 km long, zone of anomalous gold defined by historical rock and soil sampling (Rhys et al., 2009; Voordouw, 2022). Higher gold grades correlate with increased silicification and/or carbonate-pyrite-pyrrhotite. Veins were emplaced as a conjugate set during a D1 event, then deformed in D2 and D3 (Rhys et al., 2009). Quartzcarbonate-sulphide veins are generally concordant to S0/S1 and occur as stringers and lenses that are up to 30 cm wide and continuous for up to several metres along strike. Vein mineralogy includes massive white quartz with minor Fecarbonate and, locally, muscovite selvages.

Veins that trend oblique to S0/S1 contain the same massive white quartz as the S1-concordant veins, and intersect the S1-parallel veins without crosscutting relationships (Rhys et al., 2009), suggesting they are part of the same veining event. The S1-oblique veins are generally thicker (15-50 cm), contain more Fe-carbonate and disseminated sulphide, and are generally higher grade (Campbell et al., 1991). The entire vein set was possibly emplaced within, or adjacent to, a concordant or semiconcordant D1 shear zone (Rhys et al., 2009) that was then deformed in the latter stages of D1, as well as D2 and D3.

In 2009, Gary Giroux calculated mineral resources for the Frasergold deposit that are consistent with NI 43-101 reporting standards (Campbell and Giroux, 2015), using assay and lithological data from 160 diamond drill holes (28323 m) and 242 reverse circulation holes (21368 m) drilled between 1983 and 2008. Capped assay data was composited in 5 m lengths and separated into "Vein Style" (averaging 3.686 g/t Au), "Disseminated Style" (averaging 0.272 g/t Au) and "Low-Grade Envelope" (averaging 0.126 g/t Au) composites. Grades for 10 x 10 x 5 m blocks were interpolated by ordinary kriging. The resource presented by Campbell and Giroux (2015) was calculated at a cut-off grade of 0.5 g/t Au (Table 8). The QP has been unable to verify this information and this information is not necessarily indicative of mineralization on the property that is the subject of this Technical Report.

			Grade	Contained Metal
Zone	Classification	Tonnage (Mt)	Au (g/t)	Au (koz)
	Measured	5.60	0.812	145.0
Main	Indicated	9.57	0.755	231.0
	Measured + Indicated	15.17	0.776	376.0
Main	Inferred	8.27	0.670	177.0
NW	Inferred	19.18	0.740	457.0
SE	Inferred	0.04	0.632	0.9
Total	Inferred	27.49	0.718	634.9

Table 8: 2015 resource estimate for the Frasergold deposit (Source: Campbell and Giroux, 2015)

Other orogenic gold showings

The Kusk prospect (MINFILE ID 093A 061) is located along strike, and 2.5 km southeast, of the Frasergold deposit and within the nose of the Eureka syncline, a D2 structure likely developed at the same time as the anticline mapped on the Skyfire Property. Diamond drilling reported 1.13 g/t Au over 6.1 metres (Belik, 1985). Kusk has many similarities with Frasergold (Rhys et al., 2009) and lies along strike of it in the same stratigraphic unit, so is likely part of the same mineralized system.

The Offset Lake showing is located 5 km southwest of the Skyfire Property and occurs within volcano-sedimentary rocks of the Nicola Group. Low grade gold mineralization has been intersected in several drill holes, including 0.1 g/t Au over 14.2 metres (Simpson, 1983) and 0.9 g/t Au over 2.1 metres (Gorc, 1989).

The TEP 1 showing (MINFILE ID 093A 092) is located approximately 10 km north of the Skyfire Property and occurs within Slocan Group phyllitic siltstone near the eastern margin of Quesnellia, just 1-2 km from the Slide Mountain terrane and Eureka thrust. Work done on this showing by Karus in 2021 found gold mineralization was concentrated in polydeformed, 1-100 cm wide, quartz ± carbonate veins (Voordouw, 2022), suggesting similarities to the Frasergold deposit.

Polymetallic veins on the South Cariboo property

Epigenetic Ag-Pb-Zn+/-Au ("polymetallic") vein showings on the surrounding South Cariboo property include the Jolly Jack, McKee, Cruiser, and Bassett.

The Jolly Jack showing (MINFILE 093A 339) lies nearest the Property, approximately 5 km southeast of the Skyfire Property and within knotted phyllite of the Slocan Group. The showing is defined by a rock sample of pyrite + galena quartz vein that assayed 30.1 g/t Ag and 0.124% Pb (Kregosky, 1984). Follow up work in the area included heavy mineral stream sediment sampling that returned visible gold and between <0.005 to 4.35 g/t Au (Symonds, 1988).

The McKee showing (MINFILE 093A 096) is located 7 km south of the Skyfire Property, within the southwestern part of the South Cariboo property. This showing is formed by a series of quartz veins emplaced into basal metasedimentary rocks of the Nicola Group and appears to be localized on a northwest-trending fold axis. Quartz veins range from 0.5 to 1 metre wide and consist of quartz with abundant sericite and pyrite along vein walls. Minor amounts of pyrite, malachite, chalcopyrite, and visible gold have also been reported.

The Bassett showing (MINFILE 093A 210) is located 13 km south-southeast of the Skyfire Property, near the Cruiser showing and within metasedimentary rocks of the Kootenay terrane adjacent to Eureka thrust and the boundary with the Slide Mountain and Quesnel terranes. Mineralized quartz veins contain patches of ankerite and mariposite as well as scattered grains and clots of galena, pyrite, sphalerite, chalcopyrite, and molybdenite. Rock sampling has returned samples with 41 g/t Ag with 1.0% Pb and 2.7% Pb with 0.1 g/t Au (Ridley, 2007).

The Cruiser showing (MINFILE 093A 341) consists of polymetallic Ag-Pb-Zn ± Au veins hosted within Slocan Group phyllite located 15 km south-southeast of the Skyfire Property, and is defined by 13 rocks returning between 1.1 to 14.0 g/t Ag and trace to 2.66% Pb (Bysouth, 1989).

Other Relevant Data and Information

No other information or explanation is necessary to make this technical report understandable and not misleading.

Interpretation and Conclusions

The first part of this section summarizes some new interpretations based on the review of historical data integrated with results from the 2022 work program. The second part provides some conclusions derived from the QP's review of historical data and the 2022 work program.

The QP's data verification work is described above and demonstrates that exploration data collected since 2006 is suitable for purposes of exploration targeting. This includes the geological mapping, rock sampling, and ground magnetic survey completed by LFNT in 2022 as well as historical mapping, geochemical sampling, and geophysical surveys completed in 2006, 2008, 2016, and 2018, prior to LFNT's optioning of the Skyfire Property.

Interpretation

The key findings of the 2022 work are that the Skyfire vein appears to be northeast instead of northwest striking and that the Property may be underlain by the northwestern extension of the Boss Mountain anticline. Other mineral occurrences and pathfinder elements are also discussed.

The Skyfire showing comprises a quartz vein with anomalous Ag-Pb-Sb-Au that returned a comparatively low 6.7 g/t Ag concentration (relative to 2016, 2018, and 2022 sampling), confirming anomalous Ag content, but also demonstrating the nuggety nature of the vein mineralization. The angular relationship of the vein to the dominant foliation direction supports the revelation that the vein may be northeast trending instead of northwest as proposed in previous work (Jacobs, 2019). Evidence used to support this earlier interpretation of a northwest strike, including hand trenches that exposed bedrock (Jacobs, 2019), could not be verified by the QP.

The 2022 geological mapping by LFNT indicates that most of the Skyfire Property is underlain by the northwest extension of the D2 Boss Mountain anticline, which on the Property is defined by a core of knotted phyllite enveloped by phyllite, dacite, and mafic volcanic. All three showings on the Property - i.e., Addie 2, Skyfire, unnamed 01 – occur within the core of this fold. In the surrounding South Cariboo property both the Kusk orogenic gold and McKee polymetallic vein showings occur within the core of D2 fold structures, suggesting that D2 fold cores are viable precious metal exploration targets. Mineralization at Kusk is stratabound and parallel to S1 whereas the 2022 work suggests the Skyfire polymetallic vein is nearly orthogonal to S1 and parallel to the F2 profile plane. Both are prospective structural orientations on the Skyfire Property.

The 2022 work also located several ~100 m² areas with relatively high density of quartz vein boulders, including the Addie 2 showing and the unnamed 01 indication that was first described by Rowe (1984a). The 2022 assay results, however, indicate limited, if any, enrichment in precious and base metals within these larger quartz veins and so indicates that they are not high priority exploration targets on the Skyfire Property.

The 2022 rock data shows that silver shows a strong correlation with bismuth and lead, and at the Skyfire showing with Au, Cd, Cu, Hg, Sb, and possibly W. Geochemical analyses of 2006 and 2007 soil samples, which covers the bulk of the Skyfire Property, include data for Bi, Pb, Cd, Cu, Hg, and Sb that are mostly above detection and were obtained from independent and certified commercial testing laboratories (MSA, Acme), so that this data is suitable for purposes of exploration targeting. Reprocessing and reanalysis of this historical data is recommended.

Historical work also used arsenic as a pathfinder for gold; however, both 2022 and historical data show that arsenic contents in unmineralized knotted phyllite are higher (mostly 50-130 ppm) than in the mineralized quartz vein at Skyfire (50-90 ppm) so that arsenic is not a good pathfinder for vein-hosted mineralization. Sulphur contents within the quartz veins (0.1-0.3 wt%) are also significantly lower than the knotted phyllite (2.8-11.0 wt%).

Conclusions

The Skyfire Property is under option to LFNT from an ownership group that first staked the Property in 2016. The Property consists of seven claims that cover 1896.44 ha in south central BC.

LFNT does not hold a permit to conduct mechanized exploration work on the Property although there are no apparent obstacles to applying for one. Non-mechanized work is permissible and was carried out in October 2022.

The Property is road accessible through a network of FSRs, though an LUV is recommended for ascending the Whiskey Bridges FSR onto the Property. A network of FSRs that branch off the Whiskey Bridges FSR provide deeper access into the Property by either an LUV or on foot. Off-road terrain is flat to steep and densely vegetated by second growth forest.

Non-mechanized exploration can be done from mid-May to mid-October whereas drilling can be done year-round although would require snow clearing and, possibly, avalanche control in winter.

Historical exploration on the Skyfire Property resulted in extensive coverage by surface geochemical sampling, including 290 rock, 6913 soil, 276 silt, and 130 till samples. Additional property-scale exploration data includes the 2007 airborne geophysical survey and 2018 ground magnetic surveys. The bulk of this historical data has been collected since 2006 and was validated by the QP to be suitable for exploration targeting (see section 12). However, historical data is currently fragmented among several digital files and needs to be reviewed, compiled, and integrated into a single project database. This includes compilation of fire assay gold results from the 2006 and 2008 surface geochemical surveys, which should take preference for targeting work over the aqua regia/ICP results that are currently in the digital data files.

Mineral occurrences on the Property are scarce - though outcrop is as well - and comprise polymetallic and orogenic gold deposit styles. Polymetallic silver-lead mineralization is known only from the Skyfire showing and may have formed within fractures developed orthogonal to the axial plane and therefore parallel to most of the northeast-oriented trenching done in 2018. Future trenching should be done perpendicular to this orientation.

The similarities between knotted phyllite on the Skyfire Property and knotted phyllite at the Frasergold orogenic gold deposit, located 15 km east-southeast, attracted early exploration activity to the property area. Most of this work returned negligible gold assays with the best result comprising 0.14 g/t Au over 1.0 metres from a channel sample at what is now the Addie 2 showing. However, the updated geological map for the Property provides a new focus for orogenic gold exploration within the core of a D2 fold, like the geological setting for the Kusk prospect located 17 km to the east-southeast.

Review of project data did not identify any significant risks or uncertainties that could be reasonably expected to affect the reliability or confidence in the exploration information summarized in this Technical Report. Project risk is high because the Skyfire Property is an underexplored, early-stage, exploration project with no guarantee that the results to date indicate an economic ore body.

Recommendations

Program

The recommended work program consists of permitting, desktop compilation and re-interpretation, and mechanical trenching.

The recommended work program of mechanical trenching will require a permit from the BC Ministry of Energy, Mines, and Low Carbon Innovation. Obtaining this permit is estimated to cost C\$4,800 (Table 26-1).

Desktop compilation of all historical data pertinent to the Property is recommended, including the work done prior to 2006. Historical interpretations of geochemical anomalies should also be compiled. Raw data should be reprocessed and reanalysed to redefine Ag and/or Au, as well as Bi, Pb, Cd, Cu, Hg, and Sb, anomalies and compare against historical interpretation. Reprocessing of ground and airborne magnetic data is also recommended given the new geological information collected in 2022. Data compilation and reprocessing work would run concurrently with prefield planning for that season's work program, for a collective cost of C\$12,700 (Table 26-1).

A 15-day excavator trenching program is proposed, using at least a mid-size excavator to increase the probability of success of digging down to bedrock. The program includes a day of mobilization and demobilization for the excavator to and from the Property, as well as 13 days of trenching. Trench locations and orientations should be dictated by prefield data reprocessing although any trenching near the Skyfire showing should be done along a northwest to southeast trending to test a northeast strike for silver-bearing veins. At average production of 30 m/day, this work could generate 400 metres as well as ~250 samples if each trench is sampled from end-to-end at 1.5 to 2.0 metre intervals. Total cost of this trenching program is estimated at C\$94,500.

Post-field data processing and interpretation is estimated to cost C\$14,900, to bring the total recommended program cost to C\$126,800.

Budget

The recommended program, as described in Section 26.1, would cost an estimated C\$126,800 (Table 9), with approximately C\$17,400 spent in pre-field work, C\$94,500 spent on fieldwork, and C\$14,900 for cleaning up the data and writing an assessment report for filing.

	Pre-field		Fieldwork
Item	Permit	Pre-field	Prospecting	Trenching	Post-field	Total
Wages (professional & technical services)	\$4,740	\$9,078	\$0	\$24,630	\$14,910	\$53,358
Earthworks (mid-size excavator)	\$0	\$0	\$0	\$36,000	\$0	\$36,000
Rentals (e.g., computers, trucks)	\$0	\$0	\$0	\$3,540	\$0	\$3,540
Geophysical consulting	\$0	\$3,600	\$0	\$0	\$0	\$3,600
Expenses (travel, food, fuel, consumables)	\$0	\$0	\$0	\$15,210	\$0	\$15,210
Analyses	\$0	\$0	\$0	\$15,120	\$0	\$15,120
TOTAL	\$4,740	\$12,678	\$0	\$94,500	\$14,910	\$126,828

Table 9:Budget estimate (in C\$) for recommended work on the Skyfire Property (Source: Baknes, 2023)

USE OF AVAILABLE FUNDS

The Company is not raising any funds in conjunction with this prospectus. Accordingly, there are no proceeds.

The Company has historically generated negative cash flows and there is no assurance that the Company will not experience negative cash flow from operations in the future. For the three months ended, January 31, 2022 the company sustained net losses from operations and had negative cash flow from operating activities of \$21,100 (for the period commencing June 3, 2022 and ended October 31, 2022 - negative cash flow from operating activities of \$102,524) All funds available to the Company will be used to fund future and anticipated negative cash flow from its operating activities.

Funds Available and Principal Purposes

Since its incorporation the Company has raised a net total of \$645,982 through the issuance of Common shares and special warrants. The Company has spent \$174,210 spent on operating expenditures, \$16,000 on the first payment under the Option Agreement. The Company further had net accounts payable of \$21,088.

The approximate working capital of the Company as of March 31, 2023, the most recent month before filing this Prospectus is \$441,332, representing the remaining proceeds from the private placements, which will be used for the purposes described below:

Use of Available Funds
Complete recommended Phase 1 exploration program on the Property(1)	\$126,828
Pay second cash installment under the Property Agreement	\$20,000
General and administrative costs for next 12 months(2)	\$135,000
Unallocated working capital	\$159,504
TOTAL:	\$441,332

Notes:

(2) See the table below for a description of the estimated administrative costs of the Company for the next 12-month period.

Upon the date when the common shares of the Company are listed on the CSE (the "Listing Date"), the Company estimates that its working capital will be sufficient to meet its administrative costs and exploration expenditures for the 12-month period following the Listing Date. Administrative costs for the 12-month period following the Listing Date are comprised of the following:

General and Administrative Costs for 12 Month Period Following the Listing Date	(\$)
Transfer Agent, Listing, Filing and Legal Fees	\$20,000
Accounting and Auditing	\$5,000
Office and Miscellaneous	\$15,000
Travel	\$10,000
Management Compensation	\$60,000
Listing Fees	\$25,000
TOTAL:	\$135,000

The use to which the \$159,504 of unallocated working capital will be put has not yet been determined by the Company, as the nature of the Company's future expenditures is contingent on the results of the Phase 1 exploration program. The Company retains a sizeable unallocated working capital to account for future contingencies, including the possibility of further exploration of the Property if warranted, or failing positive results of Phase 1, the possibility of pursuing opportunities to acquire interests in other properties.

The Company has allocated \$60,000 towards management compensation during the next 12 months. The Company has not yet determined how this compensation will be paid to the members of management. See "Executive Compensation".

⁽¹⁾ See "The Skyfire Property – Recommendations."

Business Objectives and Milestones

The Company's current business objective and sole current milestone is to complete the Phase 1 exploration program on the Property, as described herein. Based upon the recommendations of the Author in the Technical Report, the Company intends to carry out the Phase 1 exploration program. The proposed budget for Phase 1 in the Technical Report is based on a 15-day work program. If the results of the Phase 1 exploration program are positive, the Company will look towards carrying out further exploration on the Property.

The Company plans to start and complete the exploration program recommended by the Technical Report within one year from the date its shares are listed on the Canadian Securities Exchange and no later than August 19, 2024, subject to weather conditions and obtaining the required permits for exploration. This schedule complies with the Property Agreement. It is most likely that the Company will commence and complete the exploration program in the fall of 2023.

In the event the results of the Phase 1 exploration program warrant conducting further exploration on the Property, the Company will require additional financing to complete further exploration program. The availability of such financing cannot be guaranteed.

Although the Company intends to expend the funds available to it as set out above, the amount actually expended for the purposes described above could vary significantly depending on, among other things, the price of gold and silver, unforeseen events, and the Company's future operating and capital needs from time to time. There may be circumstances where, for sound business reasons, a reallocation of funds may be necessary.

Due to the nature of the business of mineral exploration, budgets are regularly reviewed with respect to both the success of the exploration program and other opportunities which may become available to the Company. Accordingly, if the results of the Phase 1 exploration program are not supportive of proceeding with further exploration, or if continuing with the Phase 1 exploration program becomes inadvisable for any reason, the Company may abandon in whole or in part its interest in the Property or may, as work progresses, alter the recommended work program, or may make arrangements for the performance of all or any portion of such work by other persons or companies and may use any funds so diverted for the purpose of conducting work or examining other properties acquired by the Company, although the Company has no present plans in this respect.

DIVIDENDS OR DISTRIBUTIONS

Dividends

The Company has neither declared nor paid any dividends on its Common Shares. The Company intends to retain its cash to finance its exploration activities, finance growth and expand its operations and does not anticipate paying any dividends on its Common Shares in the foreseeable future.

MANAGEMENT'S DISCUSSION AND ANALYSIS

The Company's Management's Discussion and Analysis provides an analysis of the Company's financial results for the three months ended January 31, 2023 and should be read in conjunction with the financial statements of the Company for such period, and for the period commencing June 3, 2022 and ended October 31, 2022 and the notes thereto. The Company's Management's Discussion and Analysis is attached to this Prospectus as Schedule "C".

Certain information included in the Company's Management's Discussion and Analysis is forward-looking and based upon assumptions and anticipated results that are subject to uncertainties. Should one or more of these uncertainties materialize or should the underlying assumptions prove incorrect, actual results may vary significantly from those expected. See "Cautionary Statement Regarding Forward-Looking Statements" for further detail.

Additional Disclosure for Junior Issuers

The Company anticipates that its estimated working capital of \$441,332 as of the most recent month end will fund operations for the next 12-month period. Management estimates that the Company will require \$20,000 to make the second cash payment under the Property Agreement, \$126,828 to pay for the Phase 1 exploration program expenditures on the Property, \$25,000 for initial listing fees and \$110,000 for general and administrative expenses. Other than the costs stated above, the Company does not anticipate incurring any other material capital expenditures during the next 12-month period.

DESCRIPTION OF SECURITIES DISTRIBUTED

The Company is not distributing any securities pursuant to this prospectus.

Common Shares

The Company's authorized capital consists of an unlimited number of Common Shares without par value and without special rights and restrictions, of which 20,617,001 are issued and outstanding as at the date of this Prospectus as fully paid and non-assessable. Holders of the Common Shares are entitled to vote at all meetings of the holders of the Common Shares and, receive dividends if dividends are declared and to participate rateably in any distribution of the Company's property or assets upon liquidation or wind-up.

The Board is authorized to issue additional Common Shares on such terms and conditions and for such consideration as the Board may deem appropriate without further security holder action.

Stock Options

The Company has no stock options issued and outstanding as at the date of this Prospectus.

Common Share Purchase Warrants

The Company has the following Common Share purchase warrants issued and outstanding:

Date of	Expiry Date	Exercised	Number of	Reason for Issuance
Issuance		Price	Common Shares
			Entitled to
			Purchase
October 15,	October 15,	\$0.10	4,999,998	Conversion of special
2022	2027			warrants
October 15,	October 15,	\$0.10	3,600,000	Conversion of special
2022	2027			warrants
November 25,	November	\$0.12	1,050,000	Conversion of Special
2022	25, 2027			warrants
		Total	9,649,998

CONSOLIDATED CAPITALIZATION

The following table sets out the share capitalization of the Company as at the dates specified below.

Description	Authorized	Outstanding as at October 31, 2022	Outstanding as at the date of this Prospectus(1)(2)
Common Shares	Unlimited	17,800,001	20,617,001

Notes:

(1) See "Prior Sales".

(2) On an undiluted basis.

Fully Diluted Share Capitalization

Common Shares	Amount of Securities	Percentage of Total
Issued and outstanding as at the date of this Prospectus	20,617,001(1)	68.11%
Common Shares reserved for issuance upon exercise of all warrants	9,649,998	31.89%
Common Shares reserved for issuance upon exercise of options	Nil	N/A
Total Fully Diluted Share Capitalization after the Listing Date	30,266,999	100%

(1) 100,000 Common Shares will be issued to the Optionor within 10 days of the listing date pursuant to the Property Agreement.

OPTIONS TO PURCHASE SECURITIES

Outstanding Options

The Company has no stock options issued and outstanding as at the date of this Prospectus.

Omnibus Share Incentive Plan

The Company has adopted its Omnibus Share Incentive Plan, dated June 23, 2022, which provides for the grant of various awards, including Stock Options, restricted share units ("RSUs") and deferred share units ("DSUs") (collectively, the "Awards"). Equity issued pursuant to Awards granted under the Omnibus Share Incentive Plan will consist of authorized but unissued Common Shares.

The Plan is administered by the Board; provided however, that the Board may at any time appoint a committee to perform some or all of the Board's administrative functions hereunder; and provided further, that the authority of any committee appointed will be subject to such terms and conditions as the Board may prescribe and will be coextensive with, and not in lieu of, the authority of the Board hereunder.

The Board has full authority to grant Awards under the Omnibus Share Incentive Plan. In particular, subject to the terms of the Omnibus Share Incentive Plan, the Board will have the authority: (i) to select the Participants to whom Awards may from time to time be granted hereunder (consistent with the eligibility conditions); (ii) to determine the type of Award to be granted to any Participant hereunder; (iii) to determine the number of Common Shares, if any, to be covered by each Award; and (iv) to establish the terms and conditions of each Award Agreement.

The Board has the authority to: (i) establish, amend and rescind such administrative rules, guidelines and practices governing the Omnibus Share Incentive Plan as it, from time to time, deems advisable; (ii) to interpret the terms and provisions of the Omnibus Share Incentive Plan, any Award issued under the Omnibus Share Incentive Plan, and any Award Agreement; and (iii) to otherwise supervise the administration of the Omnibus Share Incentive Plan. The Board may correct any defect, supply any omission or reconcile any inconsistency in the Omnibus Share Incentive Plan or in any Award in the manner and to the extent it deems necessary to carry out the intent of the Omnibus Share Incentive Plan.

Eligibility

Pursuant to the Omnibus Share Incentive Plan, only Eligible Persons can be granted the Award, whereby 'Eligible Persons' means: (a) in respect of a grant of Options, any director, executive officer, employee or Consultant of the Company or any of its Subsidiaries, (b) in respect of a grant of Share Units, any director, executive officer, employee or Consultant of the Company or any of its Subsidiaries other than Persons retained to provide Investor Relations Activities, and (c) in respect of a grant of DSUs, any Non- Employee Director other than Persons retained to provide Investor Relations Activities (as defined under the policies of the CSE).

Common Shares Subject to the Plan

Subject to adjustment pursuant to the Plan, and as may be approved by the CSE and the shareholders of the Company from time to time, the securities that may be acquired by Participants pursuant to Awards under this Plan shall consist of authorized but unissued Shares, provided that in the case of Share Units and DSUs, the Company (or applicable Subsidiary) may, at its sole discretion, elect to settle such Share Units or DSUs in Shares acquired in the open market by a Designated Broker (as defined under the Plan) for the benefit of a Participant; and the maximum number of Shares reserved for issuance, in the aggregate, pursuant to the exercise of Options or the settlement of Share Units and DSUs granted under this Plan shall be equal to 10% of the Outstanding Issue from time to time, less the number of Shares reserved for issuance pursuant to any other Share Compensation Arrangement of the Company (as defined under the Omnibus Share Incentive Plan).

Restrictions on Awards

The Omnibus Share Incentive Plan imposes the following restrictions on Common Shares subject to Awards:

In no event shall this Omnibus Share Incentive Plan, together with all other previously established and outstanding Share Compensation Arrangements (as defined under the Omnibus Share Incentive Plan) of the Company, permit at any time:

(a) the aggregate number of Shares reserved for issuance under Awards granted to Insiders (as a group) at any point in time exceeding 10% of the Outstanding Issue; or

(b) the grant to Insiders (as a group), within any 12-month period, of an aggregate number of Awards exceeding 10% of the Outstanding Issue, calculated at the date an Award is granted to any Insider, unless the Company has obtained the requisite disinterested shareholder approval.

(2) The aggregate number of Awards granted to any one Person (and companies wholly-owned by that Person) in any 12-month period shall not exceed 5% of the Outstanding Issue, calculated on the date an Award is granted to the Person, unless the Company has obtained the requisite disinterested shareholder approval.

(3) The aggregate number of Awards granted to any one Consultant in any 12-month period shall not exceed 2% of the Outstanding Issue, calculated at the date an Award is granted to the Consultant.

(4) The aggregate number of Options granted to all Persons retained to provide Investor Relations Activities shall not exceed 1% of the Outstanding Issue in any 12-month period, calculated at the date an Option is granted to any such Person.

If and to the extent that an Award expires, terminates or is cancelled or forfeited for any reason without having been exercised in full, the Shares associated with that Award will again become available for grant under the Omnibus Share Incentive Plan.

Amendment and Termination

The Board may, in its sole discretion, from time to time, amend, suspend or terminate the Omnibus Share Incentive Plan at any time without the approval of Shareholders, provided that no such amendment, suspension or termination may be made without obtaining any required approval of any regulatory authority or stock exchange or materially prejudice the rights of any holder under any Award.

Notwithstanding those provisions, the Board shall be required to obtain shareholder approval, including, if required by the applicable exchange, disinterested shareholder approval, to make the following amendments: (a) any amendment to the maximum percentage or number of Shares that may be reserved for issuance pursuant to the exercise or settlement of Awards granted under the Omnibus Share Incentive Plan, including an increase to the fixed maximum percentage of Shares or a change from a fixed maximum percentage of Shares to a fixed maximum number of Shares or vice versa; (b) any amendment which reduces the exercise price of any Award, as applicable, after such Award has been granted or any cancellation of an Award and the replacement of such Award with an Award with a lower exercise price or other entitlements; (c) any amendment which extends the expiry date of any Award, or the Restriction Period of any Share Unit beyond the original expiry date or Restriction Period; (d) any amendment which would permit Awards granted under the Omnibus Share Incentive Plan to be transferable or assignable; (e) any amendment to the definition of an Eligible Participant under the Omnibus Share Incentive Plan; (f) any amendment to the participation limits; or (g) any amendment to these provisions.

The Board may, by resolution, but subject to applicable regulatory approvals, decide that any of the provisions hereof concerning the effect of termination of the Participant's employment or engagement shall not apply for any reason acceptable to the Board.

The Board may, subject to regulatory approval, discontinue the Omnibus Share Incentive Plan at any time without the consent of the Participants provided that such discontinuance shall not materially and adversely affect any Awards previously granted to a Participant under the Omnibus Share Incentive Plan.

PRIOR SALES

The following table summarizes all sales and issuances of securities of the Company since the date of incorporation:

	Price per	Number of
Date of Issue	Security(1)	Securities
June 23, 2022	\$0.005	1 Common Share
June 25, 2022	\$0.005	4,200,000 Common Shares
July 23, 2022	\$0.02	10,000,000 Special Warrants(2)
August 24, 2022	\$0.05	3,600,000 Special Warrants(3)
September 30, 2022	\$0.05	Special Warrants(4) 717,000
October 15, 2022	\$0.02	10,000,000 Common Shares (issued pursuant to the
		(2) conversion of Special Warrants)
October 15, 2022	n/a	4,999,998 warrants (issued pursuant to the conversion
		(2) of Special Warrants)
October 15, 2022	\$0.05	3,600,000 Common Shares (issued pursuant to the
		(3) conversion of Special Warrants)
October 15, 2022	n/a	3,600,000 warrants (issued pursuant to the conversion
		of Special Warrants)(3)
October 30, 2022	\$0.10	Special Warrants(5) 2,100,000
November 25, 2022	\$0.05	717,000 Common Shares (issued pursuant to the
		conversion of Special Warrants) (4)
November 25, 2022	\$0.10	2,100,000 Common Shares (issued pursuant to the
		(5) conversion of Special Warrants)
November 25, 2022	n/a	1,050,000 warrants (issued pursuant to the conversion
		(5) of Special Warrants)

Notes:

(1) All prior sales have been for cash, except for 200,000 special warrants issued as a service fee.

(2) Each special warrant issued by the Company entitles the holder to acquire, without additional payment, one unit for each special warrant held, each such unit comprised of one Common Share and one-half Common Share purchase warrant, each such warrant entitling the holder to purchase one Common Share at a price of \$0.10 per Common Share for a period of five (5) years from the date of issuance, subject to the following acceleration clause: if the Common Shares of the Company trade at \$0.15 for at least ten consecutive days on a stock exchange in Canada, the Company can give notice to the warrant holders by way of issuing a news release to exercise their warrants and all unexercised warrants will expire 30 days from the date of such notice. From 717,000 special warrants, 200,000 special warrants were issued as a finder's fee. These special warrants were converted into units on October 15, 2022.

(3) Each special warrant issued by the Company entitles the holder to acquire, without additional payment, one unit for each special warrant held, each such unit comprised of one Common Share and one Common Share purchase warrant, each such warrant entitling the holder to purchase one Common Share at a price of \$0.10 per Common Share for a period of five (5) years from the date of issuance, subject to the acceleration clause: if the Common Shares of the Company trade at \$0.15 for at least ten consecutive days on a stock exchange in Canada, the Company can give notice to the warrant holders by way of issuing a news release to exercise their warrants and all unexercised warrants will expire 30 days from the date of such notice. The special warrants were converted into units on October 15, 2022.

(4) Each special warrant issued by the Company entitles the holder to acquire, without additional payment, one unit for each special warrant held, each such unit comprised of one Common Share. The special warrants include 200,000 special warrants issued as a service fee and were converted into units on November 25, 2022.

(5) Each special warrant issued by the Company entitles the holder to acquire, without additional payment, one unit for each special warrant held, each such unit comprised of one Common Share and one-half Common Share purchase warrant, each such warrant entitling the holder to purchase one Common Share at a price of \$0.12 per Common Share for a period of five (5) years from the date of issuance, subject to the following acceleration clause: if the Common Shares of the Company trade at \$0.15 for at least ten consecutive days on a stock exchange in Canada, the Company can give notice to the warrant holders by way of issuing a news release to exercise their warrants and all unexercised warrants will expire 30 days from the date of such notice. These special warrants were converted into units on November 25, 2022.

ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTION ON TRANSFER

Escrow under the CSE Policies

In accordance with the CSE Policies and NP 46-201 all Common Shares held by a Related Person as of the Listing Date are subject to escrow restrictions. Under the CSE Policies, the Related Persons of the Company are its directors and officers, the Company's promoter, and any person that beneficially owns, either directly or indirectly, or exercises voting control or direction over at least 10% of the total Common Shares.

The CSE Policies require that the Escrowed Securities be governed by the form of escrow prescribed by NP 46-201.

Pursuant to the Escrow Agreement, among the Company, the Escrow Agent, and the directors, officers and insiders of the Company, the Escrowed Securities will be released in accordance with the following release schedule:

Date of Automatic Timed Release	Amount of Escrowed Securities Released
On the Listing Date	1/10 of the escrowed securities
6 months after the Listing Date	1/6 of the remaining escrowed securities
12 months after the Listing Date	1/5 of the remaining escrowed securities
18 months after the Listing Date	1/4 of the remaining escrowed securities
24 months after the Listing Date	1/3 of the remaining escrowed securities
30 months after the Listing Date	1/2 of the remaining escrowed securities
36 months after the Listing Date	The remaining escrowed securities

Assuming there are no changes to the escrowed securities initially deposited and no additional escrowed securities are deposited, automatic timed release escrow applicable to the Company will result in a 10% release on the listing date, with the remaining escrowed securities being released in 15% tranches every six months thereafter.

The following sets forth particulars of the Escrowed Securities that will be subject to escrow under the Escrow Agreement on the first release date.

Name and Municipality	Number of Common Shares Subject to Escrow	Number of Warrants Subject to Escrow	Percentage of Outstanding Common Shares Subject to Escrow(1)	Percentage of Common Shares on a Fully Diluted Basis Subject to Escrow(2)
(3) Howard Jones, North Vancouver	2,079,901	424,700	10.09%	8.28%
Sheri Rempel, Vancouver(4)	911,875	430,937	4.42%	4.44%
Total:	2,991,776	855,637	14.51%	12.72%

(1) Based on 20,617,001 Common Shares issued and outstanding as of the date of this prospectus.

(2) Based on 30,266,999 Common Shares on a fully diluted basis.

(3) Mr. Jones beneficially controls 2,079,900 Common Shares and 424,700 warrants through HJFC Corporate Developments Inc., a company owned by Mr. Jones, and holds one common share registered directly.

(4) Ms. Rempel beneficially controls 911,875 common shares and 430,937 through 1301563 BC Ltd., a company owned by Ms. Rempel.

Under NP 46-201, a "principal" is: (a) a person who has acted as a promoter of the Company within two years of the date of this Prospectus; (b) a director or senior officer of the Company at the time of this Prospectus; (c) a person that holds securities carrying more than 20% of the voting rights attached to the Company's outstanding securities immediately before and immediately after the Company's initial public offering; and (d) a person that: (i) holds securities carrying more than 10% of the voting rights attached to the Company's outstanding securities immediately before and immediately after the Company's initial public offering; and (ii) has elected or appointed, or has the right to elect or appoint, one or more directors or senior officers of the Company. A principal's spouse and their relatives that live at the same address as the principal will be deemed principals and any securities of the Company held by such a person will be subject to the escrow requirements.

Principals holding less than 1% of the Common Shares are exempt from the escrow requirements.

Under the terms of the Escrow Agreement, Escrowed Securities cannot be transferred by the holder unless permitted under the Escrow Agreement. Notwithstanding this restriction on transfer, a holder of Escrowed Securities may (a) pledge, mortgage or charge the Escrowed Securities to a financial institution as collateral for a loan provided that no Escrowed Securities will be delivered by the Escrow Agent to the financial institution; (b) exercise any voting rights attached to the Escrowed Securities; (c) receive dividends or other distributions on the Escrowed Securities; and (d) exercise any rights to exchange or convert the Escrowed Securities in accordance with the Escrow Agreement.

The Escrowed Securities may be transferred within escrow to: (a) subject to approval of the Company's Board of Directors, an individual who is an existing or newly appointed director or senior officer of the Company or of a material operating subsidiary of the Company; (b) subject to the approval of the Company's Board of Directors, a person that before the proposed transfer holds more than 20% of the voting rights attached to the Company's outstanding securities; (c) subject to the approval of the Company's Board of Directors, a person that after the proposed transfer will hold more than 10% of the voting rights attached to the Company's outstanding securities and that has the right to elect or appoint one or more directors or senior officers of the Company or any of its material operating subsidiaries; (d) upon the bankruptcy of a holder of escrowed securities, the securities held in escrow may be transferred within escrow to the trustee in bankruptcy or other person legally entitled to such securities; (e) upon the death of a holder of escrowed securities, all securities of the deceased holder will be released from escrow to the deceased holder's legal representative; (f) a financial institution that the holder pledged, mortgaged or charges to a financial institution as collateral for a loan on realization of such loan; and (g) a registered retirement savings plan ("RRSP"), registered retirement income fund ("RRIF") or similar registered plan or fund with a trustee, where the annuitant of the RRSP or RRIF, or the beneficiaries of another plan or fund are limited to the holders spouse, children or parents, or if the holder is the trustee of such registered plan or fund, to the annuitant of the RRSP or RRIF, or a beneficiary of the other registered plan or fund or his or her spouse, children or parents.

In addition, tenders of Escrowed Securities pursuant to a business combination, which includes a take-over bid, issuer bid, statutory arrangement, amalgamation, merger or other reorganization similar to an amalgamation or merger, are permitted. Escrowed Securities subject to a business combination will continue to be escrowed if the successor entity is not an "exempt issuer", the holder is a principal of the successor entity; and the holder holds more than 1% of the voting rights of the successor entities' outstanding securities.

PRINCIPAL SECURITYHOLDERS

To the knowledge of the directors and officers of the Company, as of the date of this Prospectus, and following the exercise of all the Warrants, other than disclosed below no person beneficially owns or exercises control or direction over Common Shares carrying more than 10% of the votes attached to the Common Shares.

Shareholder Name	Number of Common	Shares(2) Percentage ofIssued Common (1) Shares
Howard Jones(3)	2,079,901	10.09%(4)

(1) Based on 20,617,001 Common Shares issued and outstanding as of the date of this Prospectus.

(2) This information provided by Insiders.

(3) Mr. Jones, a director of the Company, beneficially controls 2,079,900 Common Shares through HJFC Corporate Developments Inc., a company owned by Mr. Jones, and holds one common share registered directly.

(4) Percentage rounded to two decimal places.

DIRECTORS AND EXECUTIVE OFFICERS

Name, Occupation and Security Holdings

The following table provides the names, municipalities of residence, position, principal occupations and the number of voting securities of the Company that each of the directors and executive officers beneficially owns, directly or indirectly, or exercises control over, as of the date hereof:

Name and Municipality of Residence and	Director/Officer	Principal Occupation	Number and Percentage of Common Shares Beneficially Owned or Controlled, Directly or Indirectly
Position with the Company	Since		As at the Date of this Prospectus(1)	Following the exercise of the Warrants(2)
Shayne Taker Port Moody, B.C. Chief Executive Officer and Director	Director – July 6, 2022 Chief Executive Officer – October 31, 2022	Mr. Taker is a Graduate from the University of Notre Dame - former professional athlete who transitioned into startups and venture capital in 2015. Mr. Taker operates a consulting firm called 1238723 BC Ltd. which specializes in business development and outward messaging for companies in mining, cannabis and technology sectors.	175,000(5) (0.85%)	287,500 (0.95%)
Braydon Hobbs(3) North Vancouver, B.C. Chief Financial Officer, Corporate Secretary and Director	Director- October 5, 2022 Chief Financial Officer and Corporate Secretary – October 31, 2022	Mr. Hobbs is a professional accountant with 7 years' experience. He was a former manager at BDO Canada LLP. Previously with Woodbridge Homes as Director of Finance and with Deloitte UK LLP as Manager in Assurance – Private Markets, Mr. Hobbs graduated from the University of British Columbia in May 2009 with a Bachelor of Arts degree; thereafter, Mr. Hobbs received his Chartered Professional Accountant designation in June 2015. Mr. Hobbs operates a consulting firm called 1278197 BC LTD. Mr. Hobbs consults as a CFO to companies that are looking at exploring and developing mineral properties. Mr. Hobbs is the CFO of Gold Mountain Mining Corp. and serves as a CFO/Director for Mucho Cobre Resources Ltd. and Quri-Mayu Developments Ltd.	Nil	Nil
Howard Jones(3)(4) North Vancouver, B.C. Director	June 23, 2022	Howard Jones operates a consulting firm HJFC Corporate Development Inc. Mr. Jones consults on financial structuring and the purchase and sales of businesses. Mr. Jones is a Director and the Chair of the Compensation Committee for Gold Mountain Mining Corp.	2,079,901(6) (10.09%)	2,504,601 (8.28%)

Name and Municipality of Residence and	Director/Officer Principal Occupation	Number and Percentage of Common Shares Beneficially Owned or Controlled, Directly or Indirectly
Position with the Company	Since		As at the Date of this Prospectus(1)	Following the exercise of the Warrants(2)
Ronald Woo(4) Vancouver, B.C. Director	July 25, 2022	Ronald Woo operates a consulting firm called Ron Woo and Associated Ltd. Mr. Woo consults as a Mining Engineer to companies that are looking at developing mineral properties. Mr. Woo is the VP Permitting of Gold Mountain Mining Corp. and serves as a Director for Quri Mayu Developments Ltd.	1,000(7) (0.005%)	1,000 (0.003%)
Sheri Rempel(3)(4) Vancouver, B.C. Director	September 25, 2022	Ms. Rempel has more than 25 years of accounting and financial management experience. Ms. Rempel started her career with public companies in 2001 and currently provides senior financial and advisory services to Canadian private and public corporations, acting in officer or Controller capacities.	911,875(8) (4.42%)	1,342,812 (4.44%)

Notes:

(1) Percentage is based on 20,617,001 Common Shares issued and outstanding as of the date of this Prospectus.

(2) Percentage is based on 30,266,999 Common Shares issued and outstanding following the exercise of all the Warrants.

(3) Denotes a member of the Audit Committee of the Company.

(4) Denotes an independent director.

(5) Mr. Taker beneficially controls 175,000 Common Shares through 1238723 BC LTD, a BC corporation owned by Mr. Taker. Through 1238723 BC LTD Mr. Taker also holds 62,500 warrants issued on October 15, 2022, 50,000 warrants issued on October 15, 2022.

(6) Mr. Jones beneficially controls 2,079,900 Common Shares through HJFC Corporate Developments Inc., a BC corporation owned by Mr. Jones, and 1 Common Share is registered directly, Mr. Jones also holds 218,375 warrants issued on October 15, 2022, 169,500 warrants issued on October 15, 2022, and 36,825 warrants issued on November 25, 2022 through HJFC Corporate Developments Inc.

(7) Mr. Woo owns 1,000 Common Shares of the Company directly.

(8) Ms. Rempel beneficially controls 911,875 Common Shares through 1301563 B.C. LTD., a BC corporation owned by Ms. Rempel. Through 1301563 B.C. LTD. Ms. Rempel also holds 230,937 warrants issued on October 15, 2022, 150,000 warrants issued on October 15, 2022 and 50,000 warrants issued on November 25, 2022.

The term of office of the directors expires annually at the time of the Company's annual general meeting. The term of office of the executive officers expires at the discretion of the Company's directors. None of the Company's directors or executive officers have entered into non-competition or non-disclosure agreements with the Company.

As at the date of this Prospectus, the directors and executive officers of the Company as a group beneficially own, directly or indirectly, or exercised control or discretion over an aggregate of 3,167,776 Common Shares, which is equal to 15.36% of the Common Shares issued and outstanding as at the date hereof.

Following the exercise of all the Special Warrants, the directors and executive officers of the Company as a group beneficially own, directly or indirectly, or exercised control or discretion over an aggregate of 4,135,913 Common Shares of the Company, which is equal to 13.66% of the Common Shares issued and outstanding following the exercise of all the Special Warrants

Background

The following is a brief description of each of the directors and executive officers of the Company, including their names, ages, positions and responsibilities with the Company, relevant educational background, principal occupations or employment during the five years preceding the date hereof, experience in the Company's industry and the amount of time intended to be devoted to the affairs of the Company:

Shayne Taker – Director, and Chief Executive Officer, 32 years old

Mr. Taker holds a Bachelor of Arts degree from the University of Notre Dame and a Master of Business Administration degree from the Quantic School of Business and Technology. He is a former professional athlete who transitioned into startups and venture capital in 2015. Mr. Taker operates a consulting firm called 1238723 BC Ltd. which specializes in business development and outward messaging for companies in mining, cannabis and technology sectors.

As the Chief Executive Officer of the Company, Mr. Taker is responsible for the day-to-day operations, outside contractors and service providers, acquisitions and project development, and of the financial operations of the Company in conjunction with the Chief Financial Officer and with outside accounting, tax and auditing firms. Mr. Taker anticipates spending approximately 50% of his time with the Company's activities as is reasonably necessary to discharge his responsibilities as CEO. Mr. Taker is an independent consultant. Mr. Taker has not entered into a noncompetition or non-disclosure agreement with the Company.

Braydon Hobbs – Chief Financial Officer, Director, 37 years old

Mr. Hobbs is a professional accountant with 7 years' experience. He was a former manager at BDO Canada LLP. Previously with Woodbridge Homes as Director of Finance and with Deloitte UK LLP as Manager in Assurance – Private Markets, Mr. Hobbs graduated from the University of British Columbia in May 2009 with a Bachelor of Arts degree; thereafter, Mr. Hobbs received his Chartered Professional Accountant designation in June 2015. Mr. Hobbs operates a consulting firm called 1278197 BC LTD. Mr. Hobbs consults as a CFO to companies that are looking at exploring and developing mineral properties. Mr. Hobbs is the CFO of Gold Mountain Mining Corp. and serves as a CFO/Director for Mucho Cobre Resources Ltd. and Quri-Mayu Developments Ltd.

As the Chief Financial Officer of the Company, Mr. Hobbs is responsible for coordination of the financial operations of the Company in conjunction with the Chief Executive Officer and with outside accounting, tax and auditing firms. Mr. Hobbs anticipates spending approximately 15% of his time on the Company's activities as is reasonably necessary to discharge his responsibilities as CFO. Mr. Hobbs is an independent consultant of the Company. Mr. Hobbs has not entered into a non-competition or non-disclosure agreement with the Company.

Ronald Woo – Director, 45 years old

Ronald Woo operates a consulting firm called Ron Woo and Associated Ltd. Mr. Woo consults as a Mining Engineer to companies that are looking at developing mineral properties. Mr. Woo is the VP Permitting of Gold Mountain Mining Corp. and serves as a Director for Quri-Mayu Developments Ltd.

Mr. Woo holds a Bachelor of Science (Computer Science) degree and a Bachelor of Engineering (Mining) degree from the McGill University and is a Professional Engineer registered with Engineers & Geoscientists of British Columbia.

Mr. Woo anticipates spending approximately 15% of his time on the Company's activities as is reasonably necessary to discharge his responsibilities as a director. Mr. Woo is an independent consultant of the Company. Mr. Woo has not entered into a non-competition or non-disclosure agreement with the Company.

Howard Jones – Director, 81 years old

Howard Jones operates a consulting firm HJFC Corporate Development Inc. Mr. Jones consults on financial structuring and the purchase and sales of businesses. Mr. Jones is a Director and the Chair of the Compensation Committee for Gold Mountain Mining Corp.

Mr. Jones anticipates spending approximately 15% of his time on the Company's activities as is reasonably necessary to discharge his responsibilities as a director. Mr. Jones has not entered into a non-competition or non-disclosure agreement with the Company.

Sheri Rempel – Director, 55 years old

Ms. Rempel has more than 25 years of accounting and financial management experience. Ms. Rempel started her career with public companies in 2001 and currently provides senior financial and advisory services to Canadian private and public corporations, acting in officer or Controller capacities.

Ms. Rempel anticipates spending approximately 15% of her time on the Company's activities as is reasonably necessary to discharge her responsibilities as a director. Ms. Rempel has not entered into a non-competition or nondisclosure agreement with the Company.

Corporate Cease Trade Orders or Bankruptcies

Other than as disclosed below, to the knowledge of the Company, no director or executive officer of the Company is, as at the date of this Prospectus, or was within ten years before the date hereof, a director, Chief Executive Officer or Chief Financial Officer of any company, including the Company, that:

(i) was subject to a cease trade order, an order similar to cease trade order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period for more than 30 consecutive days, that was issued while the director or executive officer was acting in the capacity as director, Chief Executive Officer or Chief Financial Officer; or

(ii) was subject to an a cease trade order, an order similar to cease trade order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period for more than 30 consecutive days, that was issued after the director or executive officer ceased to be a director, Chief Executive Officer or Chief Financial Officer and which resulted from an event that occurred while that person was acting in the capacity as director, Chief Executive Officer or Chief Financial Officer.

Sheri Rempel isthe CFO of Victory Square Technologies Inc. (CSE: VST) ("VST"), which wassubject to a cease trade order ("CTO") issued by the British Columbia Securities Commission ("BCSC") and Ontario Securities Commission ("OSC") on August 6, 2019 for failure to file its annual audited financial statements and management's discussion and analysis for the year ended December 31, 2018, and interim financial statements and management's discussion and analysis for the period ended March 31, 2019 within the prescribed time period (collectively, the "Financial Materials 2018"). VST filed the Financial Materials 2018 with the applicable securities commissions and the CTO was lifted by both the BCSC and OSC on August 22, 2019 and commenced trading on August 26, 2019.

Sheri Rempel is the CFO and director of Lanebury Growth Capital Ltd. (CSE: LLL) ("Lanebury"), which was subject to a management cease trade order ("Lanebury MCTO") issued by the BCSC on October 30, 2019, for delay in release of the Lanebury's audited annual financial statements and accompanying management's discussion and analysis for the fiscal year ended June 30, 2019 (the "Annual Filings"). Subsequently, Lanebury announced there was a delay in filing of its interim financial statements and accompanying management's discussion and analysis for the three-month period ended September 30, 2019 ("Quarterly Filings"). The Annual Filings were filed on December 20, 2019, and the Quarterly Filings were filed on December 23, 2019, and Lanebury MCTO was subsequently revoked on December 27, 2019.

Sheri Rempel is the CFO of VST, which wassubject to a management cease trade order ("VST MCTO") issued by the BCSC and OSC on May 2, 2022 for delay in release of the VST's annual audited financial statements and management's discussion and analysis for the year ended December 31, 2021 ("Annual Filings 2021"), and subsequently, interim financial statements and management's discussion and analysis for the period ended March 31, 2021 ("Quarterly Filings 2021") within the prescribed time period. VST filed the Annual Filings 2021 on June 3, 2022 and Quarterly Filings 2021 on June 6, 2022 with the applicable securities commissions and the VST MCTO was lifted by both the BCSC and OSC on June 7, 2022.

Penalties or Sanctions

No director or executive officer of the Company or a shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company, has been subject to:

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

(ii) any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable investor in making an investment decision.

Bankruptcies

No director or executive officer of the Company or a shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company:

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

(ii) has, within the ten years before the date hereof, 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.

Conflicts of Interest

The directors of the Company are required by law to act honestly and in good faith with a view to the best interests of the Company and to disclose any interests, which they may have in any project or opportunity of the Company. If a conflict of interest arises at a meeting of the Board, any director in a conflict will disclose his interest and abstain from voting on such matter.

To the best of the Company's knowledge. there are no known existing or potential conflicts of interest among the Company, its promoters, directors and officers or other members of management of the Company or of any proposed promoter, director, officer or other member of management as a result of their outside business interests except that certain of the directors and officers serve as directors and officers of other companies, and therefore it is possible that a conflict may arise between their duties to the Company and their duties as a director or officer of such other companies.

The directors and officers of the Company will not be devoting all of their time to the affairs of the Company. The directors and officers of the Company are directors and officers of other companies, some of which are in the same business as the Company. The directors and officers of the Company are required by law to act in the best interests of the Company. They have the same obligations to the other companies in respect of which they act as directors and officers. Discharge by the directors and officers of their obligations to the Company may result in a breach of their obligations to the other companies, and in certain circumstances this could expose the Company to liability to those companies. Similarly, discharge by the directors and officers of their obligations to the other companies could result in a breach of their obligations to act in the best interests of the Company. Such conflicting legal obligations may expose the Company to liability to others and impair its ability to achieve its business objectives.

EXECUTIVE COMPENSATION

The Company was not a reporting issuer at any time during the fiscal period commencing June 23, 2022 and ended October 31, 2022, the Company's most recently completed financial year. Accordingly, and in accordance with Form 51-102F6 Statement of Executive Compensation ("Form 51-102F6"), the following is a discussion of all significant elements of compensation to be awarded to, earned by, paid to or payable to Named Executive Officers of the Company, once the Company becomes a reporting issuer, to the extent this compensation has been determined.

For the purposes hereof, the term Named Executive Officer, or NEO, means each Chief Executive Officer, each Chief Financial Officer and the Company's most highly compensated executive officer, other than the Chief Executive Officer and the Chief Financial Officer, who was serving as an executive officer as at the end of the Company's most recently completed financial year and whose total compensation exceeds \$150,000 and any additional individuals for whom disclosure would have been provided except that the individual was not serving as an officer of the Company at the end of the Company's most recently completed financial year. For the fiscal year ended October 31, 2022, the Company's NEOs are Shayne Taker and Braydon Hobbs.

Compensation Discussion and Analysis

At its present stage of development, the Company does not have any formal objectives, criteria and analysis for determining the compensation of its Named Executive Officers and primarily relies on the discussions and determinations of the board of directors. The Company has allocated \$60,000 towards management compensation for the next 12 months. However, this policy will be re-evaluated periodically. The Company expects to grant incentive stock options to the Named Executive Officers on terms to be determined by the Board in accordance with the Company's Omnibus Share Incentive Plan.

Share and Option Based Awards

As of the date of this Prospectus, there are no share or option-based awards outstanding. In the future the Company plans to grant share and option-based awards in accordance with the Company's Omnibus Share Incentive Plan, which is administered by the board of directors of the Company.

Compensation Governance

The board as a whole determines compensation of its directors and executive officers. The Company does not have any arrangements, standard or otherwise, pursuant to which directors are compensated by the Company for their services in their capacity as directors, or for committee participation, involvement in special assignments or for services as consultants or experts. As with the Named Executive Officers, the Board intends to compensate directors primarily through the grant of stock options, under the terms company's Omnibus Share Incentive Plan that was adopted in June 2022, and reimbursement of expenses incurred by such persons acting as directors of the Company.

The Company does not have a compensation committee.

Summary Compensation Table

Name and principal	Year (b)	Salary (\$) (c)	Share based awards	Option based awards	Non-equity incentive plan compensation (\$) (f)		Pension value (\$)	All other compensation (\$)	Total compensation (\$)
position (a)			(\$) (d)	(\$) (e)	Annual incentive plans (f1)	Long term incentive plans (f2)	(g)	(h)	(i)
Shayne Taker CEO and Director	2022	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Braydon Hobbs CFO and Corporate Secretary, Director	2022	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Howard Jones Director	2022	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil

Name and principal	Year (b)	Salary (\$) (c)	Share based awards	Option Non-equity incentive based plan compensation (\$) awards (f)		Pension value (\$)	All other compensation (\$)	Total compensation (\$)
position (a)			(\$) (d)	(\$) (e)	Annual incentive plans (f1)	Long term incentive plans (f2)	(g)	(h)	(i)
Ronald Woo Director	2022	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Sheri Rempel Director	2022	Nil	Nil	Nil	Nil	Nil	Nil	\$10,850(1)	\$10,850(1)

(1) Fees paid by the Company to a corporation controlled by Sheri Rempel, for full cycle bookkeeping, corporate secretarial, and administration. Of amount paid for services, Ms. Rempel received \$Nil.

Incentive Plan Awards

There are no awards outstanding as at the end of the most recently completed financial year of the Company.

Pension Plan Benefits

The Company does not have any pension plans or benefits.

Termination and Change of Control Benefits

The Company does not have any contracts, agreements, plans or arrangements in place with any NEOs that provides for payment following or in connection with any termination (whether voluntary, involuntary or constructive) resignation, retirement, a change of control of the Company or a change in an NEOs responsibilities.

Director Compensation

The Company has not paid any compensation to its directors during the most recently completed financial year.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

Aggregate Indebtedness

No directors, executive officers and employees and no former directors, executive officers and employees of the Company are or were indebted to the Company in connection with a purchase of securities and all other indebtedness as at the date of this Prospectus.

Indebtedness of Directors and Executive Officers under Securities Purchase and Other Programs

No directors or executive officers of the Company, and associates of such directors or executive officers are or were indebted to the Company as at the date of this Prospectus.

AUDIT COMMITTEE AND CORPORATE GOVERNANCE

Audit Committee

The Audit Committee's role is to act in an objective, independent capacity as a liaison between the auditors, management and the Board and to ensure the auditors have a facility to consider and discuss governance and audit issues with parties not directly responsible for operations. NI 52-110, NI 41-101 and Form 52-110F2 require the Company, as an IPO venture issuer, to disclose certain information relating to the Company's audit committee and its relationship with the Company's independent auditors.

Audit Committee Charter

The text of the Audit Committee's charter is attached as Schedule "A" to this Prospectus.

Composition of Audit Committee

The members of the Company's Audit Committee are:

Sheri Rempel (Chair)	Independent(1)	Financially literate(2)
Howard Jones	Independent(1)	Financially literate(2)
Braydon Hobbs	Not Independent(1)	Financially literate(2)

Notes:

(1) A member of an audit committee is independent if the member has no direct or indirect material relationship with the Company, which could, in the view of the Board, reasonably interfere with the exercise of a member's independent judgment. Mr. Hobbs is not independent, as Mr. Hobbs is the Chief Financial Officer of the Company.

(2) An individual is financially literate if he has the ability to read and understand a set of financial statements that present a breadth 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 Company's financial statements.

Relevant Education and Experience

Each member of the Company's present Audit Committee has adequate education and experience that is relevant to his performance as an Audit Committee member and, in particular, the requisite education and experience that have provided the member with:

(a) an understanding of the accounting principles used by the Company to prepare its financial statements and the ability to assess the general application of those principles in connection with estimates, accruals and reserves;

(b) experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company's financial statements or experience actively supervising individuals engaged in such activities; and

See "Directors and Executive Officers" for further details of each audit committee member's relevant education and experience.

Audit Committee Oversight

At no time since the commencement of the Company's most recently completed financial year was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Board. Reliance on Certain Exemptions

At no time since the commencement of the Company's most recently completed financial year has the Company relied on the exemption in Section 2.4, 6.1(4), (5), or (6) of NI 52-110, or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110.

Pre-Approval Policies and Procedures

The Audit Committee is authorized by the Board to review the performance of the Company's external auditors and approve in advance provision of services other than auditing and to consider the independence of the external auditors, including a review of the range of services provided in the context of all consulting services bought by the Company. The Audit Committee is authorized to approve in writing any non-audit services or additional work which the Chairman of the Audit Committee deems is necessary, and the Chairman will notify the other members of the Audit Committee of such non-audit or additional work and the reasons for such non-audit work for the Committee's consideration, and if thought fit, approval in writing.

External Auditor Service Fees

The fees billed by the Company's external auditors in each of the last two fiscal years for audit and non-audit related services provided to the Company or its subsidiaries (if any) are as follows:

Financial Year End	Audit Fees	Audit Related Fees(1)	Tax Fees(2)	All other Fees(3)
October 31, 2022	\$7,500(4)	Nil	\$750	Nil

Notes:

(1) Fees charged for assurance and related services that are reasonably related to the performance of an audit, and not included under Audit Fees. (2) Fees charged for tax compliance, tax advice and tax planning services.

(3) Fees for services other than disclosed in any other column.

(4) Fees for the audit respecting the period ended October 31, 2022

Exemption

The Company has relied upon the exemption provided by section 6.1 of NI 52-110, which states that the Company, as an IPO Venture Issuer, is not required to comply with Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations).

CORPORATE GOVERNANCE

General

The Board believes that good corporate governance improves corporate performance and benefits all shareholders. NP 58-201 provides non-prescriptive guidelines on corporate governance practices for reporting issuers such as the Company. In addition, NI 58-101 prescribes certain disclosure by the Company of its corporate governance practices. This disclosure is presented below.

Board of Directors

The Board facilitates its exercise of independent supervision over the Company's management through frequent meetings of the Board. The Board is comprised of five directors: Shayne Taker, Sheri Rempel, Howard Jones, Ronald Woo and Braydon Hobbs. As the size of the Board is small, the Board has no formal procedures designed to facilitate the exercise of independent supervision over management, relying instead on the integrity of the individual members of its management team to act in the best interests of the Company.

Mr. Taker is not independent, as he is the Chief Executive Officer of the Company, and Mr. Hobbs is not independent, as he is the Chief Financial Officer of the Company. Ms. Rempel and Messrs. Jones and Woo are independent.

Directorships

Currently, the following directors are also directors of the following other reporting issuers:

Shayne Taker	N/A
Sheri Rempel	Lanebury Growth Capital Ltd. (CSE) XR Immersive Tech Inc. (CSE)
Ronald Woo	Quri-Mayu Developments Ltd. (TSXV)
Howard Jones	Gold Mountain Mining Corp. (TSX)
Braydon Hobbs	Quri-Mayu Developments Ltd. (TSXV)

Orientation and Continuing Education

New Board members receive an orientation package which includes reports on operations and results, and any public disclosure filings by the Company, as may be applicable. Board meetings are sometimes held at the Company's offices or online and, from time to time, are combined with presentations by the Company's management to give the directors additional insight into the Company's business. In addition, management of the Company makes itself available for discussion with all Board members.

Ethical Business Conduct

The Board has found that the fiduciary duties placed on individual directors by the Company's governing corporate legislation and the common law and the restrictions placed by applicable corporate legislation on an individual director's participation in decisions of the Board in which the director has an interest have been sufficient to ensure that the Board operates independently of management and in the best interests of the Company.

Nomination of Directors

The Board considers its size each year when it considers the number of directors to recommend to the shareholders for election at the annual meeting of shareholders, taking into account the number required to carry out the Board's duties effectively and to maintain a diversity of view and experience.

The Board does not have a nominating committee, and these functions are currently performed by the Board as a whole. However, if there is a change in the number of directors required by the Company, this policy will be reviewed.

Compensation

The Board is responsible for determining compensation for the directors of the Company to ensure it reflects the responsibilities and risks of being a director of a public company.

Other Board Committees

The Board has no committees, other than the Audit Committee.

Assessments

Due to the minimal size of the Board, no formal policy has been established to monitor the effectiveness of the directors, the Board and its committees.

PLAN OF DISTRIBUTION

The Company is not distributing any securities pursuant to this Prospectus.

Listing of Common Shares

The Company applied to list its issued and outstanding Common Shares, under this Prospectus and all other Common Shares issuable as described in this Prospectus, on the Exchange. Listing of the Common Shares will be subject to the Company fulfilling all the listing requirements of the Exchange. As of the date of this Prospectus, the Common Shares of the Company are not listed on any stock exchange.

RISK FACTORS

General

The Company is in the business of exploring and, if warranted, developing mineral properties, which is a highly speculative endeavor. A purchase of any securities of the Company involves a high degree of risk and should be undertaken only by purchasers whose financial resources are sufficient to enable them to assume such risks and who have no need for immediate liquidity in their investment. An investment in securities of the Company should not constitute a significant portion of an individual's investment portfolio and should only be made by persons who can afford a total loss of their investment. Potential investors should evaluate carefully the following risk factors associated with an investment in the Company's securities prior to purchasing securities of the Company.

Limited Operating History

The Company has no history of earnings. There are no known commercial quantities of mineral reserves on any properties in which the Company has an interest. The purpose of the Special Warrants Private Placement was to raise funds to carry out exploration and, if thought appropriate, development with the objective of establishing economic quantities of mineral reserves. There is no guarantee that economic quantities of mineral reserves will be discovered on any properties in which the Company has an interest in the near future or at all. If the Company does not generate revenue or is unable to raise further funds, it may be unable to sustain its operations in which case it may become insolvent and investors may lose their investment.

Speculative Nature of Mineral Exploration

Resource exploration is a speculative business, characterized by a number of significant risks including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits but also from finding mineral deposits that, though present, are insufficient in quantity and quality to return a profit from production. The marketability of minerals acquired or discovered by the Company may be affected by numerous factors which are beyond the control of the Company and which cannot be accurately predicted, such as market fluctuations, the proximity and capacity of milling facilities, mineral markets and processing equipment, and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals, and environmental protection, the combination of which factors may result in the Company not receiving an adequate return of investment capital. There is no assurance that the Company's mineral exploration activities will result in any discoveries of commercial bodies of ore. The long-term profitability of the Company's operations will in part be directly related to the costs and success of its exploration programs, which may be affected by a number of factors. Substantial expenditures are required to establish reserves through drilling and to develop the mining and processing facilities and infrastructure at any site chosen for mining. Although substantial benefits may be derived from the discovery of a major mineralized deposit, no assurance can be given that minerals will be discovered in sufficient quantities to justify commercial operations or that funds required for development can be obtained on a timely basis.

Financing Risks

The Company has no history of earnings and, due to the nature of its business, there can be no assurance that the Company will be profitable. The Company has paid no dividends on its shares since incorporation and does not anticipate doing so in the foreseeable future. The only present source of funds available to the Company is through the sale of its securities. Even if the results of exploration are encouraging, the Company may not have sufficient funds to conduct the further exploration that may be necessary to determine whether or not a commercially mineable deposit exists on the properties owned by the Company. The Company's unallocated working capital is not sufficient to fund exploration in addition to the program recommended by the Technical Report and there is no assurances that the Company can successfully obtain additional financing to fund exploration past the program recommended by the Technical Report.

While the Company may generate additional working capital through further equity offerings or through the sale or possible syndication of the Property, there is no assurance that any such funds will be available. If available, future equity financing may result in substantial dilution to purchasers under the Special Warrants Private Placement. At present it is impossible to determine what amounts of additional funds, if any, may be required.

Property Interests

If the Company loses or abandons its interest in the Property, there is no assurance that it will be able to acquire another mineral property of merit or that such an acquisition would be approved by the Exchange. There is also no guarantee that the Exchange will approve the acquisition of any additional properties by the Company, whether by way of option or otherwise, should the Company wish to acquire any additional properties. Unless the Company acquires additional property interests, any adverse developments affecting the Property could have a material adverse effect upon the Company and would materially and adversely affect any profitability, financial performance and results of operations of the Company.

If the Company cannot raise additional equity financing, then it may lose some or all of its interest in the Property

The Company is required to make cash payments to the Optionor, and to incur work expenditures in order to maintain its interest in the Property. The Company's ability to maintain an interest in the Property may be dependent on its ability to raise additional funds by equity financing. Failure to obtain additional financing may result in the Company being unable to make periodic payments or expenditures required for the maintenance of the Company's interest in the Property and could result in a delay or postponement of further exploration and the partial or total loss of the Company's interest in the Property.

Commercial Ore Deposits

The Property is in the exploration stage only and is without a known body of commercial ore. Development of the Property would follow only if favourable exploration results are obtained. The business of exploration for minerals and mining involves a high degree of risk. Few properties that are explored are ultimately developed into producing mines.

Uninsurable Risks

In the course of exploration, development and production of mineral properties, certain risks, and in particular, unexpected or unusual geological operating conditions including rock bursts, cave-ins, fires, flooding and earthquakes may occur. It is not always possible to fully insure against such risks and the Company may decide not to take out insurance against such risks as a result of high premiums or other reasons. Should such liabilities arise, they could reduce or eliminate any future profitability and result in increasing costs and a decline in the value of the securities of the Company.

Permits and Government Regulations

The future operations of the Company may require permits from various federal, provincial and local governmental authorities and will be governed by laws and regulations governing prospecting, development, mining, production, export, taxes, labour standards, occupational health, waste disposal, land use, environmental protections, mine safety and other matters. There can be no guarantee that the Company will be able to obtain all necessary permits and approvals that may be required to undertake exploration activity or commence construction or operation of mine facilities on the Property.

Environmental and Safety Regulations and Risks

Environmental laws and regulations may affect the operations of the Company. These laws and regulations set various standards regulating certain aspects of health and environmental quality. They provide for penalties and other liabilities for the violation of such standards and establish, in certain circumstances, obligations to rehabilitate current and former facilities and locations where operations are or were conducted. The permission to operate can be withdrawn temporarily where there is evidence of serious breaches of health and safety standards, or even permanently in the case of extreme breaches. Significant liabilities could be imposed on the Company for damages, clean-up costs or penalties in the event of certain discharges into the environment, environmental damage caused by previous owners of acquired properties or noncompliance with environmental laws or regulations. In all major developments, the Company generally relies on recognized designers and development contractors from which the Company will, in the first instance, seek indemnities. The Company intends to minimize risks by taking steps to ensure compliance with environmental, health and safety laws and regulations and operating to applicable environmental standards. There is a risk that environmental laws and regulations may become more onerous, making the Company's operations more expensive.

Management

The success of the Company is currently largely dependent on the performance of its directors and officers. The loss of the services of any of these persons could have a materially adverse effect on the Company's business and prospects. There is no assurance the Company can maintain the services of its directors, officers or other qualified personnel required to operate its business.

Key Person Insurance

The Company does not maintain key person insurance on any of its directors or officers, and as result the Company would bear the full loss and expense of hiring and replacing any director or officer in the event the loss of any such persons by their resignation, retirement, incapacity, or death, as well as any loss of business opportunity or other costs suffered by the Company from such loss of any director or officer.

Mineral Titles

The Company is satisfied that evidence of title to the Property is adequate and acceptable by prevailing industry standards with respect to the current stage of exploration on the Property. The Company may face challenges to the title of the Property or subsequent properties it may acquire, which may prove to be costly to defend or could impair the advancement of the Company's business plan.

Aboriginal Title

The Property or other future properties owned or optioned by the Company may now or in the future be the subject of First Nations land claims. The Property lies within the traditional territory of the Northern Shuswap Tribal Council or Northern Secwepemc te Qelmucw ("NStQ"), who represent the communities of Tsq'escen' (Canim Lake), Stswecem'c/Xgat'tem (Canoe Creek/Dog Creek), Xats'ull/Cmetem' (Soda Creek), and T'exelc (Williams Lake). The NStQ are in active stage 5 negotiations with the British Columbia Treaty Commission (BCTC, 2018). Land claims have not been settled in this part of BC and their future impact on the Property's access, title or the right and ability to perform work on it remains unclear. The legal nature of aboriginal land claims is a matter of considerable complexity. The impact of any such claim on the Company's ownership interest in the Property cannot be predicted with any degree of certainty and no assurance can be given that a broad recognition of aboriginal rights in the area in which the Property is located, by way of a negotiated settlement or judicial pronouncement, would not have an adverse effect on the Company's activities. Even in the absence of such recognition, the Company may at some point be required to negotiate with first nations in order to facilitate exploration and development work on the Property, and there is no assurance that the Company will be able to establish a practical working relationship with the First Nations in the area which would allow it to ultimately develop the Property.

On June 26, 2014, the Supreme Court of Canada (the "SCC") released a decision in Tsilhqot'in Nation v. British Columbia (the "William Decision"), pursuant to which the SCC upheld the First Nations' claim to Aboriginal title and rights over a large area of land in central British Columbia, including rights to decide how the land will be used, occupancy and economic benefits. The court ruling held that while the provincial government had the constitutional authority to regulate certain activity on aboriginal title lands, it had not adequately consulted with the Tsilhqot'in. The SCC also held that provincial laws of general application apply to land held under Aboriginal title if the laws are not unreasonable, impose no undue hardship, and do not deny the Aboriginal title holders their preferred means of exercising their rights. The Company currently does not hold any properties in the area involved in the William Decision. The Company will continue to manage its operations within the existing legal framework while paying close attention to the direction provided by the Courts regarding the application of this ruling.

The uncertainty surrounding the land claims by the first nations may have a negative impact on the Company's ability to raise capital.

Fluctuating Mineral Prices

The Company's revenues in the future, if any, are expected to be in large part derived from the extraction and sale of precious and base minerals and metals, which in turn depend on the results of the Company's exploration on these properties and whether development will be commercially viable or even possible. Factors beyond the control of the Company may affect the marketability of metals discovered, if any. Metal prices have fluctuated widely, particularly in recent years. Consequently, the economic viability of any of the Company's exploration projects cannot be accurately predicted and may be adversely affected by fluctuations in mineral prices.

Competition

The mining industry is intensely competitive in all its phases. The Company competes for the acquisition of mineral properties, claims, leases and other mineral interests as well as for the recruitment and retention of qualified employees with many companies possessing greater financial resources and technical facilities than the Company. The competition in the mineral exploration and development business could have an adverse effect on the Company's ability to hire or maintain experienced and expert personnel or acquire suitable properties or prospects for mineral exploration in the future.

Negative Cash Flows from Operations

For the three months ended, January 31, 2023, the Company sustained net losses from operations and had negative cash flow from operating activities of \$21,100. The Company continues to have negative operating cash flow. It is possible the Company may have negative cash flow in any future period and as a result, the Company may need to use available cash, including proceeds from the Private Placements and any future financings to fund any such negative cash flow.

Resale of Common Shares

The continued operation of the Company will be dependent upon its ability to generate operating revenues and to procure additional financing. There can be no assurance that any such revenues can be generated or that other financing can be obtained. If the Company is unable to generate such revenues or obtain such additional financing, any investment in the Company may be lost. In such event, the probability of resale of the Common Shares by any investor of the Company would be diminished.

Community Groups

There is an ongoing level of public concern relating to the effects of mining on the natural landscape, on communities and on the environment. Certain non-governmental organizations, public interest groups and reporting organizations ("NGOs") who oppose resource development can be vocal critics of the mining industry. Any such actions and the resulting media coverage could have an adverse effect on the reputation and financial condition of the Company or its relationships with the communities in which it operates, which could have a material adverse effect on the Company's business, financial condition, results of operations, cash flows or prospects.

Price Volatility of Publicly Traded Securities

In recent years, the securities markets in Canada have experienced a high level of price and volume volatility, and the market prices of securities of many companies have experienced wide fluctuations in price which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. There can be no assurance that continual fluctuations in price will not occur. It may be anticipated that any quoted market for the Common Shares will be subject to market trends generally, notwithstanding any potential success of the Company in executing on its business plan, creating revenues, cash flows or earnings. The value of the Common Shares will be affected by such volatility. There is currently no public market for the Common Shares. An active public market for the Common Shares might not develop or be sustained after the Listing Date. If an active public market for the Common Shares does not develop, the liquidity of a shareholder's investment may be limited and the share price may decline below the price at which the Special Warrants were issued.

Conflicts of Interest

Some of the directors and officers are engaged and will continue to be engaged in the search for additional business opportunities on behalf of other corporations, and situations may arise where these directors and officers will be in direct competition with the Company. Conflicts, if any, will be dealt with in accordance with the relevant provisions of the British Columbia Business Corporations Act. Some of the directors and officers of the Company are or may become directors or officers of other companies engaged in other business ventures. In order to avoid the possible conflict of interest which may arise between the directors' duties to the Company and their duties to the other companies on whose boards they serve, the directors and officers of the Company have agreed to the following:

• participation in other business ventures offered to the directors will be allocated between the various companies and on the basis of prudent business judgment and the relative financial abilities and needs of the companies to participate; and

• no commissions or other extraordinary consideration will be paid to such directors and officers; and business opportunities formulated by or through other companies in which the directors and officers are involved will not be offered to the Company except on the same or better terms than the basis on which they are offered to third party participants.

Tax Issues

Income tax consequences in relation to the Common Shares will vary according to circumstances of each investor. Prospective investors should seek independent advice from their own tax and legal advisers prior to investing in Common Shares of the Company.

Dividend

The Company does not anticipate paying any dividends on its Common Shares in the foreseeable future.

Pandemic Risks

The Company's business could be significantly adversely affected by the effects of any widespread global outbreak of contagious disease. A significant outbreak of contagious diseases in the human population could result in a widespread health crisis that could adversely affect the economies, industries and financial markets of many countries, resulting in an economic downturn and cancellation of mineral exploration projects that could affect the Company's ability to conduct mineral exploration activities. In particular, the recent outbreak of the novel corona virus ("COVID-19") has had a negative impact on global financial conditions, services, travel, manufacturing and exploration activities. The Company cannot accurately predict the impact COVID-19 or any other pandemics will have on the Company's ability to remain open in response to government public health efforts to contain COVID-19 and to obtain financing or third parties' ability to meet their obligations with the Company, including due to uncertainties relating to the ultimate geographic spread of the virus, the severity of the disease, the duration of the outbreak, the loss of work force and human lives, potential social unrest, and the length of travel and quarantine restrictions imposed by governments of affected countries; and future demand of minerals. In the event that the prevalence of the corona virus continues to increase (or fears in respect of the corona virus continue to increase), governments may increase regulations and restrictions regarding the flow of labour or products, and travel bans, and the Company's operations, suppliers, service providers and ability to advance its projects and conduct mineral exploration activities could be adversely affected. In particular, should any employees or consultants of the Company become infected with COVID-19 or similar pathogens, it could have a material negative impact on the Company's operations and prospects.

Inflation

The rising inflation, prices and interest rates may have a negative impact on the Company's activities and the ability to carry out its exploration program as the ability of the Company to purchase exploration services and the required equipment may diminish due to the devaluation of its cash reserves.

Russia-Ukraine Conflict

In February 2022, Russia commenced a military invasion of Ukraine which generated a response in the form of strict economic sanctions from multiple countries and corporations around the world, including Canada. Although the Company does not have operations in Russia or Ukraine, the global impact of this conflict in commodity prices, foreign currency exchange rates, supply chain challenges and increased fuel prices may have adverse impacts on our costs of doing business.

PROMOTERS

Ms. Sheri Rempel may be considered to be the Promoter of the Company in that she took the initiative in organizing the business of the Company by recruiting certain directors of the Company. Ms. Rempel is a director of the Company. She controls 911,875 (4.42%) Common Shares on a non-diluted basis and 1,342,812 (4.44%) Common Shares on a fully diluted basis. Information about Ms. Rempel, including her holdings of the Common Shares and Warrants, is disclosed elsewhere in this Prospectus in her capacity as a director the Company. See "Directors and Officers" for further details.

Mr. Howard Jones may be considered to be a Promoter of the Company in that he controls over 10% of the Common Shares, which he acquired for cash. Mr. Jones is a director of the Company. He controls 2,079,901 (10.09%) Common Shares on a non-diluted basis and 2,504,601 (8.28%) Common Shares on a fully diluted basis. Information about Mr. Jones, including his holdings of the Common Shares and Warrants, is disclosed elsewhere in this Prospectus in his capacity as a director of the Company. See "Directors and Officers" for further details.

LEGAL PROCEEDINGS

Legal Proceedings

The Company is not currently a party to any legal proceedings, nor is the Company currently contemplating any legal proceedings, which are material to its business. Management of the Company is not currently aware of any legal proceedings contemplated against the Company.

Regulatory Actions

From incorporation to the date of this Prospectus, management knows of no:

(i) penalties or sanctions imposed against the Company by a court relating to provincial and territorial securities legislation or by a securities regulatory authority;

(ii) other penalties or sanctions imposed by a court or regulatory body against the Company necessary for the Prospectus to contain full, true and plain disclosure of all material facts relating to the securities being distributed; and

(iii) settlement agreements the Company entered into before a court relating to provincial and territorial securities legislation or with a securities regulatory authority.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

Other than as disclosed elsewhere in this Prospectus, no director or executive officer of the Company or any shareholder holding, on record or beneficially, directly or indirectly, more than 10% of the issued and outstanding Shares, or any of their respective associates or affiliates, had any material interest, directly or indirectly, in any material transaction with the Company since the incorporation date or in any proposed transaction which has materially affected or would materially affect the Company.

AUDITORS

The auditor of the Company is Adam Sung Kim Ltd, Chartered Professional Accountant, located at Unit# 168 – 4300 North Fraser Way, Burnaby, BC, V5J 5J8 ("Adam Sung Kim").

REGISTRAR AND TRANSFER AGENT

The registrar and transfer agent of the Company is Endeavor Trust Corporation, at 702 - 777 Hornby Street, Vancouver, BC, V6Z 1S4.

MATERIAL CONTRACTS

Except for contracts made in the ordinary course of business, the following are the only material contracts entered into by the Company from incorporation to the date of this Prospectus which are currently in effect and considered to be currently material:

1. The Registrar and Transfer Agent Agreement dated November 18, 2022;
1. The Escrow Agreement dated April 4, 2023; and
1. The Property Agreement with the Optionor dated August 19, 2022.

Copies of the material contracts will be available under the Company's profile at www.sedar.com upon the issuance of the final receipt for this Prospectus.

EXPERTS

Names of Experts

The following persons or companies whose profession or business gives authority to the report, valuation, statement or opinion made by the person or company are named in this Prospectus as having prepared or certified a report, valuation, statement or opinion in this Prospectus:

The Technical Report was prepared by Mark Baknes, P.Geo, EGBC registration number 19969. Mr. Baknes has no interest in the Company, the Company's securities or the Property. Mr. Baknes is also independent of the Company's exploration consultants, Equity Exploration.

Adam Sung Kim, auditor of the Company, who prepared the independent auditor's report on the Company's audited financial statements included in and forming part of this Prospectus, has informed the Company that it is independent of the Company within the meaning of the code of professional conduct of the Chartered Professional Accountants of British Columbia.

Interests of Experts

None of the persons set out under the heading "Experts – Names of Experts" have held, received or is to receive any registered or beneficial interests, direct or indirect, in any securities or other property of the Company or of its associates or affiliates when such person prepared the report, valuation, statement or opinion aforementioned or thereafter.

OTHER MATERIAL FACTS

To management's knowledge, there are no other material facts that are not otherwise disclosed in this Prospectus or are necessary for the Prospectus to contain full, true and plain disclosure of all relevant material facts.

RIGHTS OF WITHDRAWAL AND RESCISSION

Securities legislation in the Province of British Columbia provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt or deemed receipt of a prospectus and any amendment. In some provinces, the securities legislation further provides a purchaser with remedies for rescission, revisions of the price, or damages if this Prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission, revisions of the price or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province for the particulars of these rights or consult with a legal adviser.

FINANCIAL STATEMENTS

Condensed interim financial statements with have been reviewed by the Company's auditor for the period ended January 31, 2023 and audited financial statements of the Company for the period ended October 31, 2022 are included in this Prospectus as Schedule "B".

SCHEDULE "A" Audit Committee Charter

This Charter establishes the composition, the authority, roles and responsibilities and the general objectives of the Company's audit committee, or its Board of Directors in lieu thereof (the "Audit Committee"). The roles and responsibilities described in this Charter must at all times be exercised in compliance with the legislation and regulations governing the Company and any subsidiaries.

Composition

• Number of Members. The Audit Committee must be comprised of a minimum of three directors of the Company, a majority of whom will be independent. Independence of the board members will be as defined by applicable legislation.

• The members of the Committee will be appointed by the board of directors of the Company ("Board") annually at the first meeting of the Board following the annual meeting of the shareholders, to serve until the next annual meeting of shareholders or until their successors are duly appointed.

• Chair. If there is more than one member of the Audit Committee, members will appoint a chair of the Audit Committee (the "Chair") to serve for a term of one (1) year on an annual basis. The Chair may serve as the chair of the Audit Committee for any number of consecutive terms.

• Financially Literacy. All members of the audit committee will be financially literate as defined by applicable legislation. If upon appointment a member of the Audit Committee is not financially literate as required, the person will be provided with a period of three months to acquire the required level of financial literacy.

Meetings

• Quorum. The quorum required to constitute a meeting of the Audit Committee is set at a majority of members.

• Agenda. The Chair will set the agenda for each meeting, after consulting with management and the external auditor. Agenda materials such as draft financial statements must be circulated to all Audit Committee members for members to have a reasonable amount of time to review the materials prior to the meeting.

• Notice to Auditors. The Company's auditors (the "Auditors") will be provided with notice as necessary of any Audit Committee meeting, will be invited to attend each such meeting and will receive an opportunity to be heard at those meetings on matters related to the Auditor's duties.

• Minutes. Minutes of the Audit Committee meetings will be accurately recorded, with such minutes recording the decisions reached by the committee.

Roles and Responsibilities

The roles and responsibilities of the Audit Committee include the following: External Auditor

The Audit Committee will:

A. Selection of the external auditor. Select, evaluate and recommend to the Board, for shareholder approval, the Auditor to examine the Company's accounts, controls and financial statements.

B. Scope of Work. Evaluate, prior to the annual audit by the Auditors, the scope and general extent of the Auditor's review, including the Auditor's engagement letter.

C. Compensation. Recommend to the Board the compensation to be paid to the external auditors.

D. Replacement of Auditor. If necessary, recommend the replacement of the Auditor to the Board of Directors. E.

Approve Non-Audit Related Services. Pre-approve all non-audit services to be provided by the Auditor to the

Company or its subsidiaries.

F. Direct Responsibility for Overseeing Work of Auditors. Must directly oversee the work of the Auditor. The Auditor must report directly to the Audit Committee.

G. Resolution of Disputes. Assist with resolving any disputes between the Company's management and the Auditors regarding financial reporting.

Consolidated Financial Statements and Financial Information

The Audit Committee will:

H. Review Audited Financial Statements. Review the audited consolidated financial statements of the Company, discuss those statements with management and with the Auditor, and recommend their approval to the Board.

I. Review of Interim Financial Statements. Review and discuss with management the quarterly consolidated financial statements, and if appropriate, recommend their approval by the Board.

J. MD&A, Annual and Interim Earnings Press Releases, Audit Committee Reports. Review the Company's management discussion and analysis, interim and annual press releases, and audit committee reports before the Company publicly discloses this information.

K. Auditor Reports and Recommendations. Review and consider any significant reports and recommendations issued by the Auditor, together with management's response, and the extent to which recommendations made by the Auditor have been implemented.

Risk Management, Internal Controls and Information Systems

The Audit Committee will:

L. Internal Control. Review with the Auditors and with management, the general policies and procedures used by the Company with respect to internal accounting and financial controls. Remain informed, through communications with the Auditor, of any weaknesses in internal control that could cause errors or deficiencies in financial reporting or deviations from the accounting policies of the Company or from applicable laws or regulations.

M. Financial Management. Periodically review the team in place to carry out financial reporting functions, circumstances surrounding the departure of any officers in charge of financial reporting, and the appointment of individuals in these functions.

N. Accounting Policies and Practices. Review management plans regarding any changes in accounting practices or policies and the financial impact thereof.

O. Litigation. Review with the Auditors and legal counsel any litigation, claim or contingency, including tax assessments, that could have a material effect upon the financial position of the Company and the manner in which these matters are being disclosed in the consolidated financial statements.

P. Other. Discuss with management and the Auditors correspondence with regulators, employee complaints, or published reports that raise material issues regarding the Company's financial statements or disclosure.

Complaints

Q. Accounting, Auditing and Internal Control Complaints. The Audit Committee must establish a procedure for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal controls or auditing matters.

R. Employee Complaints. The Audit Committee must establish a procedure for the confidential transmittal on condition of anonymity by the Company's employees of concerns regarding questionable accounting or auditing matters.

Authority

• Auditor. The Auditor, and any internal auditors hired by the company, will report directly to the Audit Committee.

• To Retain Independent Advisors. The Audit Committee may, at the Company's expense and without the approval of management, retain the services of independent legal counsels and any other advisors it deems necessary to carry out its duties and set and pay the monetary compensation of these individuals.

Reporting

The Audit Committee will report to the Board on:

the Auditor's independence;
the performance of the Auditor and any recommendations of the Audit Committee in relation thereto;
the reappointment and termination of the Auditor;
the adequacy of the Company's internal controls and disclosure controls;
the Audit Committee's review of the annual and interim consolidated financial statements;
the Audit Committee's review of the annual and interim management discussion and analysis;

• the Company's compliance with legal and regulatory matters to the extent they affect the financial statements of the Company; and

• all other material matters dealt with by the Audit Committee.

SCHEDULE "B"

FINANCIAL STATEMENTS FOR THE PERIOD ENDED OCTOBER 31, 2022

and

CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED JANUARY 31, 2023 [See attached]

FINANCIAL STATEMENTS

For the period June 23, 2022 (inception) to October 31, 2022

(Expressed in Canadian dollars)

Index to Financial Statements

October 31, 2022

CONTENT	PAGE(S)
Independent Auditors' Report	3-4
Statement of Financial Position	5
Statement of Loss and Comprehensive Loss	6
Statement of Changes in Shareholders' Equity	7
Statement of Cash Flows	8
Notes to the Financial Statements	9-22

UNIT#168 4300 NORTH FRASER WAY BURNABY, BC, V5J 5J8

Adam Kim ADAM SUNG KIM LTD. CHARTERED PROFESSIONAL ACCOUNTANT

T: 604.318.5465 F: 778.375.4567

INDEPENDENT AUDITOR'S REPORT

To: The Shareholders of LFNT Capital Corp.

Opinion

I have audited the financial statements of LFNT Capital Corp. (the "Company"), which comprise the statement of financial position as at October 31, 2022, and the statement of loss and comprehensive loss, statement of cash flows and statement of changes in shareholders' equity for the period from the date of incorporation June 23, 2022 to October 31, 2022, and notes to the financial statements, including a summary of significant accounting policies.

In my opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at October 31, 2022, and its financial performance and its cash flow for the period from the date of incorporation June 23, 2022 to October 31, 2022 in accordance with International Financial Reporting Standards (IFRSs).

Basis for Opinion

I conducted my audit in accordance with Canadian generally accepted auditing standards. My responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the financial statements section of my report. I am independent of the Company in accordance with the ethical requirements that are relevant to my audit of the financial statements in Canada, and I have fulfilled my other ethical responsibilities in accordance with these requirements. I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my opinion.

Material Uncertainty Related to Going Concern

I draw attention to Note 1 in the financial statements, which indicates that the Company incurred a net loss of \$72,113 during the period ended October 31, 2022 and, as of that date, the Company had not yet achieved profitable operations, had accumulated losses of \$72,113 since its inception, and expects to incur further losses in the development of its business. 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. My opinion is not modified in respect of this matter.

Other Information

Management is responsible for the other information. The other information comprises the Management Discussion and Analysis.

My opinion on the financial statements does not cover the other information and I do not express any form of assurance conclusion thereon.

In connection with my audit of the financial statements, my responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or my knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work I have performed, I conclude that there is a material misstatement of this other information, I am required to report that fact. I 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 IFRS, 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

My 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 my 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, I exercise professional judgment and maintain professional skepticism throughout the audit. I 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 my 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 I conclude that a material uncertainty exists, I am required to draw attention in my auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify my opinion. My conclusions are based on the audit evidence obtained up to the date of my 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.

I 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 I identify during my audit.

I also provide those charged with governance with a statement that I 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 my independence, and where applicable, related safeguards.

The engagement partner on the audit resulting in this independent auditor's report is Adam Kim, CPA, CA.

"Adam Sung Kim Ltd." Chartered Professional Accountant

UNIT# 168 4300 NORTH FRASER WAY BURNABY, BC V5J 5J8 November 24, 2022

LFNT RESOURCES CORP.

(formerly LFNT Capital Corp.)

Statement of Financial Position As at October 31, 2022 (Expressed in Canadian dollars)

		October 31, 2022
	Note	\$
Assets
Current assets
Cash		513,018
Prepaids and deposit	3	44,108
Total current assets		557,126
Non-current assets
Mineral property	4	16,000
Total Assets		573,126
Liabilities Current liabilities
Accounts payable and accrued liabilities	5	13,697
Total Liabilities		13,697
Shareholders' Equity
Share capital	6	395,692
Special warrants	6	235,850
Deficit		(72,113)
Total Shareholders' Equity		559,429
Total Liabilities and Shareholders' Equity		573,126

Nature and Continuance of Operations(Note 1) Subsequent event note (Note 12)

Approved and authorized for dissemination by the Board of Directors on November 24, 2022:

"Howard Jones" "Shayne Taker"

Howard Jones, Director Shayne Taker, Director

LFNT RESOURCES CORP.

(formerly LFNT Capital Corp.)

Statement of Loss and Comprehensive Loss For the period from June 23, 2022 (inception) to October 31, 2022 (Expressed in Canadian dollars)

	Period from June 23, 2022 (inception) to October 31, 2022
Operating Expenses
Administration	\$ 174
Exploration expenses	54,392
Management and consulting fees	10,850
Professional fees	6,675
Regulatory and transfer agent fees	22
Loss and comprehensive loss	\$ (72,113)
Basic and diluted loss per share	\$ (0.01)
Weighted average number of common shares outstanding	5,900,764

Statement of Changes in Shareholders' Equity For the period from June 23, 2022 (inception) to October 31, 2022 (Expressed in Canadian dollars except the number of shares)

			Common Shares
	Note	Number	Amount	Special Warrants	Deficit	Total
			\$	\$	\$	\$
Balance at June 23, 2022		-	-	-	-	-
Shares issued for cash	6	17,800,001	401,000	-	-	401,000
Share issuance costs	6	-	(5,308)	-	-	(5,308)
Special warrants issued for cash	6	-	-	235,850	-	235,850
Net loss for the period		-	-	-		(72,113) (72,113)
Balance at October 31, 2022		17,800,001	395,692	235,850	(72,113)	559,429

LFNT RESOURCES CORP.

(formerly LFNT Capital Corp.)

Statement of Cash Flows

For the period from June 23, 2022 (inception) to October 31, 2022

(Expressed in Canadian dollars)

	Period from
	June 23, 2022
	(inception) to
	October 31, 2022
	\$
Operating activities
Net loss for the period	(72,113)
Changes in non-cash working capital items:
Prepaids and deposit	(44,108)
Accounts payable and accrued liabilities	13,697
Net cash flows used in operating activities	(102,524)
Investing activities
Mineral property	(16,000)
Net cash flows used in investing activities	(16,000)
Financing activities
Shares issued for cash, net of share issuance costs	395,692
Special warrants issued for cash	235,850
Net cash flows provided by financing activities	631,542
Net change in cash	513,018
Cash, beginning	-
Cash, ending	513,018

Supplemental cash flow information
Cash paid for interest Cash paid for income taxes	\$ - \$
	-

1. Nature and Continuance of Operations

(Expressed in Canadian dollars)

LFNT Resources Corp. (formerly LFNT Capital Corp.) (the "Company") was incorporated under the Business Corporations Act (British Columbia) on June 23, 2022.

The Company's registered office address is 401 – 750 West Pender Street, Vancouver, British Columbia, Canada, V6C 2T7. The Company's business is in the mining and exploration sector.

The recovery of the amounts comprising mineral properties is dependent upon the confirmation of economically recoverable reserves, the ability of the Company to obtain necessary financing to successfully complete their exploration and development, and upon future profitable production.

These financial statements have been prepared by management on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. At October 31, 2022, the Company had not yet achieved profitable operations, had accumulated losses of \$72,113 since its inception, and expects to incur further losses in the development of its business, all of which casts significant doubt about the Company's ability to continue as a going concern. A number of alternatives including, but not limited to selling an interest in one or more of its properties or completing a financing, are being evaluated with the objective of funding ongoing activities and obtaining working capital. The continuing operations of the Company are dependent upon its ability to continue to raise adequate financing and to commence profitable operations in the future and repay its liabilities arising from normal business operations as they become due.

The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.

Since March 2020, several measures have been implemented in Canada and the rest of the world in response to the increased impact from the novel coronavirus (COVID-19). The Company continues to operate its business at this time. While the impact of COVID-19 is expected to be temporary, the current circumstances are dynamic and the impacts of COVID-19 on business operations cannot be reasonably estimated at this time. The Company anticipates this could have an adverse impact on its business, results of operations, financial position and cash flows in future periods.

In February 2022, Russian commenced a military invasion of Ukraine which generated a response in the form of strict economic sanctions from multiple countries and corporations around the world, including Canada. Although the Company does not have operations in Russia or Ukraine, the global impact of this conflict in commodity prices, foreign currency exchange rates, supply chain challenges and increased fuel prices may have adverse impacts on our costs of doing business.

2. Significant Accounting Policies and Basis of Preparation

Statement of compliance with International Financial Reporting Standards

The financial statements of the Company have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and interpretations of the International Financial Reporting Interpretations Committee ("IFRIC").

2. Significant Accounting Policies and Basis of Preparation (continued)

Basis of preparation

(Expressed in Canadian dollars)

These financial statements have been prepared on an historical cost basis, except for financial instruments classified as financial instruments at fair value through profit or loss, which are stated at fair value. In addition, these financial statements have been prepared using the accrual basis of accounting except for cash flow information. These financial statements are presented in Canadian dollars, which is the Company's functional currency.

Significant accounting judgments, estimates and assumptions

The preparation of financial statements in conformity with IFRS requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported revenues and expenses during this period.

Although management uses historical experience and its best knowledge of the amount, events, or actions to form the basis for judgments and estimates, actual results may differ from these estimates.

The most significant accounts that require estimates as the basis for determining the stated amounts include recognition of deferred tax amounts and provision for restoration, rehabilitation and environmental costs.

Critical judgments exercised in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements are as follows:

Economic recoverability and probability of future economic benefits of mineral properties

Management has determined that mineral property costs incurred which were capitalized have future economic benefits and are economically recoverable. Management uses several criteria in its assessments of economic recoverability and probability of future economic benefits including geological and metallurgic information, history of conversion of mineral deposits to proven and probable reserves, scoping and feasibility studies, accessible facilities, existing permits and life of mine plans.

Determination of functional currency

The Company determines the functional currency through an analysis of several indicators such as expenses and cash flow, financing activities, retention of operating cash flows, and frequency of transactions with the reporting entity.

Income taxes

In assessing the probability of realizing income tax assets, management makes estimates related to expectations of future taxable income, applicable tax opportunities, expected timing of reversals of existing temporary differences and the likelihood that tax positions taken will be sustained upon examination by applicable tax authorities. In making its assessments, management gives additional weight to positive and negative evidence that can be objectively verified.

2. Significant Accounting Policies and Basis of Preparation (continued)

Significant accounting judgments, estimates and assumptions (continued)

Site decommissioning obligations

(Expressed in Canadian dollars)

The Company recognizes a provision for future abandonment activities in the financial statements equal to the net present value of the estimated future expenditures required to settle the estimated future obligation at the statement of financial position date. The measurement of the decommissioning obligation involves the use of estimates and assumptions including the discount rate, the expected timing of future expenditures and the amount of future abandonment costs. The estimates were made by management and external consultants considering current costs, technology and enacted legislation. As a result, there could be significant adjustments to the provisions established which would affect future financial results.

Going concern

Management assesses the Company's ability to continue as a going concern at each reporting date, using all quantitative and qualitative information available. This assessment, by its nature, relies on estimates of future cash flows and other future events (as discussed in Note 1), whose subsequent changes could materially impact the validity of such an assessment.

Share capital

The Company records proceeds from share issuances net of issue costs and any tax effects in shareholders' equity. Common shares issued for consideration other than cash are valued based on fair value at the date the shares were issued. The fair value is determined by referring to concurrent financing or recent private placements for cash.

The Company has adopted the residual value method with respect to the measurement of shares and warrants issued as private placement units. The share component of the unit is measured at fair value determined by referring to concurrent financing or recent private placements for cash, and the warrant component is measured by reference to the residual value, if any. Any value allocated to the warrant component is credited to reserves.

Loss per share

Basic loss per share is calculated by dividing the net loss available to common shareholders by the weighted average number of shares outstanding during the year. Diluted earnings per share reflect the potential dilution of securities that could share in earnings of an entity. In a loss year, potentially dilutive common shares are excluded from the loss per share calculation as the effect would be antidilutive. Basic and diluted loss per share are the same for the periods presented.

LFNT RESOURCES CORP. (formerly LFNT Capital Corp.) Notes to the Financial Statements From the period of June 23, 2022 (inception) to October 31, 2022

2. Significant Accounting Policies and Basis of Preparation (continued)

Impairment of non-financial assets

(Expressed in Canadian dollars)

The carrying amount of the Company's assets is reviewed at each reporting date to determine whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. An impairment loss is recognized whenever the carrying amount of an asset or its cash generating unit exceeds its recoverable amount. Impairment losses are recognized in the statement of loss and comprehensive loss.

The recoverable amount of assets is the greater of an asset's fair value less cost to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects the current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate cash inflows largely independent of those from other assets, the recoverable amount is determined for the cash-generating unit to which the asset belongs.

An impairment loss is only reversed if there is an indication that the impairment loss may no longer exist and there has been a change in the estimates used to determine the recoverable amount, however, not to an amount higher than the carrying amount that would have been determined had no impairment loss been recognized in previous years. Assets that have an indefinite useful life are not subject to amortization and are tested annually for impairment.

Financial instruments

(i) Classification

The Company classifies its financial instruments in the following categories: at fair value through profit and loss ("FVTPL"), at fair value through other comprehensive income (loss) ("FVTOCI") or at amortized cost. The Company determines the classification of financial assets at initial recognition. The classification of debt instruments is driven by the Company's business model for managing the financial assets and their contractual cash flow characteristics. Equity instruments that are held for trading are classified as FVTPL. For other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument-by-instrument basis) to designate them as at FVTOCI. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or if the Company has opted to measure them at FVTPL.

At October 31, 2022, the Company measured cash at FVTPL, and accounts payable and accrued liabilities at amortized cost.

(ii) Measurement

Financial assets and liabilities at amortized cost

Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and subsequently carried at amortized cost less any impairment.

LFNT RESOURCES CORP. (formerly LFNT Capital Corp.) Notes to the Financial Statements

From the period of June 23, 2022 (inception) to October 31, 2022

2. Significant Accounting Policies and Basis of Preparation (continued)

Financial instruments (continued)

(Expressed in Canadian dollars)

(ii) Measurement (continued)

Financial assets and liabilities at FVTPL

Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the statements of comprehensive loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in the statements of loss and comprehensive loss in the period in which they arise.

Debt investments at FVTOCI

These assets are subsequently measured at fair value. Interest income calculated using the effective interest method, foreign exchange gains and losses and impairment are recognized in profit or loss. Other net gains and losses are recognized in other comprehensive income ("OCI"). On derecognition, gains and losses accumulated in OCI are reclassified to profit or loss.

Equity investments at FVTOCI

These assets are subsequently measured at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognized in OCI and are never reclassified to profit or loss.

Impairment of financial assets at amortized cost

The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the Company measures the loss allowance for the financial asset at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If at the reporting date, the financial asset has not increased significantly since initial recognition, the Company measures the loss allowance for the financial asset at an amount equal to the twelve-month expected credit losses. The Company shall recognize in the statements of loss and comprehensive loss, as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized.

(iii) Derecognition

Financial assets

The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity. Gains and losses on derecognition are generally recognized in the statements of loss and comprehensive loss.

Financial liabilities

The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled or expired. The Company also derecognizes financial liability when the terms of the liability are modified such that the terms and/or cash flows of the modified instrument are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.

Gains and losses on derecognition are generally recognized in profit and loss.

2. Significant Accounting Policies and Basis of Preparation (continued)

Mineral property

(Expressed in Canadian dollars)

The Company charges all exploration and evaluation expenses incurred prior to the determination of economically recoverable reserves to operations. These costs would also include periodic fees such as license and maintenance fees.

The Company capitalizes direct mineral property acquisition costs and those expenditures incurred following the determination that the property has economically recoverable reserves. Mineral property acquisition costs include cash consideration, option payment under an earn-in arrangement and the fair value of common shares issued for mineral property interests, pursuant to the terms of the relevant agreement. These costs are amortized over the estimated life of the property following commencement of commercial production, or written off if the property is sold, allowed to lapse or abandoned, or when impairment in value has been determined to have occurred. A mineral property is reviewed for impairment whenever events or changes in circumstances indicate that its carrying amount may not be recoverable.

The Company may occasionally enter into option-out arrangements, whereby the Company will transfer part of a mineral interest, as consideration, for an agreement by the transferee to meet certain exploration and evaluation expenditures which would otherwise be undertaken by the Company. The Company does not record any expenditures made by the optionee on its behalf. Any cash consideration received from the agreement is credited against the costs previously capitalized to the mineral interest given up by the Company, with any excess cash accounted as a gain on disposal.

Income taxes

Income tax expense 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. Current tax expense is the expected tax payable on taxable income for the year, using tax rates enacted or substantively enacted at period end, adjusted for amendments to tax payable with regards to previous years.

Deferred tax is recorded using the liability method, providing for temporary differences, between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Temporary differences are not provided for relating to goodwill not deductible for tax purposes, the initial recognition of assets or liabilities that affect neither accounting or taxable loss, and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the end of the reporting period. A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized.

2. Significant Accounting Policies and Basis of Preparation (continued)

Share-based payments

(Expressed in Canadian dollars)

Share-based payment arrangements in which the Company receives goods or services as consideration for its own equity instruments are accounted for as equity-settled transactions and, when determinable, are recorded at the value of the goods and services received. If the value of the goods and services received is not determinable, then the fair value of the equity instruments issued is used.

The Company uses a fair value-based method (Black-Scholes Option Pricing Model) for all share options granted to directors, employees and certain non-employees. For directors and employees, the fair value of the share options is measured at the date of grant. For grants to non-employees where the fair value of the goods or services is not determinable, the fair value of the share options is measured on the date the services are received.

The fair value of share options is charged to profit or loss, with the offsetting credit to reserves. For directors, employees and consultants, the share options are recognized over the vesting period based on the best available estimate of the number of share options expected to vest. If options vest immediately, the expense is recognized when the options are issued.

Estimates are subsequently revised if there is any indication that the number of share options expected to vest differs from previous estimates. Any cumulative adjustment prior to vesting is recognized in the current period. No adjustment is made to any expense recognized in prior periods where vested. For non-employees, the share options are recognized over the related service period. When share options are exercised, the amounts previously recognized in reserves are transferred to share capital.

In the event share options are forfeited prior to vesting, the associated fair value recorded to date is reversed. The fair value of any vested share options that expire remain in reserves.

Restoration and environmental obligations

The Company recognizes liabilities for statutory, contractual, constructive or legal obligations associated with the retirement of long-term assets, when those obligations result from the acquisition, construction, development or normal operation of the assets. The net present value of future restoration cost estimates arising from the decommissioning of plant and other site preparation work is capitalized to the related asset along with a corresponding increase in the restoration provision in the period incurred. Discount rates using a pre-tax rate that reflect the time value of money are used to calculate the net present value.

The Company's estimates of reclamation costs could change as a result of changes in regulatory requirements, discount rates and assumptions regarding the amount and timing of the future expenditures. These changes are recorded directly to the related assets with a corresponding entry to the rehabilitation provision. The increase in the provision due to the passage of time is recognized as interest expense.

As at October 31, 2022, the Company, given the early stage of exploration on its mineral properties, has no reclamation costs and therefore no provision for environmental rehabilitation has been made.

Notes to the Financial Statements From the period of June 23, 2022 (inception) to October 31, 2022

3. Prepaids and deposit

(Expressed in Canadian dollars)

	October 31, 2022
	\$
Audit fees	3,500
Legal fees	10,000
Deposit for exploration consulting	30,608
Total prepaids and deposit	44,108

4. Mineral property and Exploration expenses

The following summarizes the cumulative costs capitalized as exploration and evaluation asset as at October 31, 2022:

	October 31, 2022
	\$
Property acquisition costs
Balance, June 23, 2022	-
Add: property option payment	16,000
Balance, October 31, 2022	16,000

During the period from June 23, 2022, to October 31, 2022, the Company incurred \$54,392 of exploration costs as mentioned below, which have been expensed on the Statement of Loss and Comprehensive Loss.

	Period from June 23, 2022 (inception) to October 31, 2022 Vinayak, please make sure amounts entered are rounded numbers (no decimals) 47,235 5,824



Exploration expenses:
Geological consulting
Geological field supervision
Transportation and travel	1,333
	54,392

Skyfire property

On August 19, 2022, the Company entered into a Binding Letter Agreement (the "Agreement") whereby the Company will have the right to earn a 100% interest in the Skyfire property. The Skyfire property is located in the Cariboo Mining Division, British Columbia, Canada.

4. Mineral property and exploration expenses (continued)

(Expressed in Canadian dollars)

Pursuant to the terms of the Agreement, the Company can earn a 100% interest in the Skyfire property by making the following payments to the optionors:

Cash payment amount	Shares to be issued	Minimum exploration
to Optionors	to Optionors	requirements
\$16,000 within 7 business days	100,000 shares to be issued	\$75,000 to be spent on or before
of signing the agreement	within 10 days of listing on a	the 1st anniversary date of the
(paid).	Canadian stock exchange.	effective date.
\$20,000 to be paid on or before	100,000 shares to be issued on	\$120,000 to be spent on or
the 1st anniversary date.	the 1st anniversary date of the	before the 2nd anniversary date
	Agreement.	of the effective date.
\$32,000 to be paid on or before	200,000 shares to be issued on	\$240,000 to be spent on or
the 2nd anniversary date.	the 2nd anniversary date of the	before the 3rd anniversary date
	Agreement.	of the effective date.
\$48,000 to be paid on or before	200,000 shares to be issued on	\$600,000 to be spent on or
the 3rd anniversary date.	the 3rd anniversary date of the	before the 4th anniversary date
	Agreement.	of the effective date.
\$84,000 to be paid on or before	400,000 shares to be issued on
the 4th anniversary date.	the 4th anniversary date of the
	Agreement.
\$200,000	1,000,000 shares	\$1,035,000

Excess expenditures from one year can be applied to the next. If there is a shortfall in exploration expenditures in any one year, the Agreement can be maintained in good standing by making a payment, in the equivalent cash, of the shortfall to optionor. If the optionee spends more funds in one year than prescribed by this section, the surplus will be applied and carried forward to the following years.

In addition, the optionor will receive an additional 500,000 shares on the confirmation of a resource on the Skyfire property and an additional 500,000 shares upon a decision by the optionee to produce minerals from the property.

The Skyfire property is subject to a 2% Net Smelter Royalty ("NSR") royalty in favour of the property optionor. The Company has the right to purchase 1% of the NSR for \$2,000,000 any time prior to the commencement of commercial production. The NSR buy-out price will be adjusted annually according to the consumer price index with a base of December 31, 2025.

5. Accounts Payable and Accrued Liabilities

(Expressed in Canadian dollars)

	October 31, 2022
	\$
Amounts due to related parties (Note 7)	7,197
Accrued liabilities	6,500
Accounts payable and accrued liabilities	13,697

6. Share Capital

Authorized

Unlimited number of common shares without par value.

Issued share capital

As at October 31, 2022, there were 17,800,001 common shares issued and outstanding.

On June 23, 2022, the Company issued 1 founder share for \$0.005.

On June 25, 2022, the Company completed a private placement of 4,200,000 common shares at \$0.005 per share for gross proceeds of \$21,000.

On October 15, 2022, the Company issued 3,600,000 units upon conversion of special warrants for gross proceeds of \$180,000. Each Unit was comprised of one common share and one share purchase warrant which are exercisable at \$0.10 per share until October 15, 2027. The Company issued 3,600,000 common shares and 3,600,000 warrants.

On October 15, 2022, the Company issued 10,000,000 units upon conversion of special warrants for gross proceeds of \$200,000. Each Unit was comprised of one common share and one-half share purchase warrant which are exercisable at \$0.10 per share until October 15, 2027. The Company issued 10,000,000 common shares and 4,999,998 warrants (after rounding down from 5,000,000 warrants).

The Company incurred \$5,308 in share issuance costs related to the October 15, 2022, private placements.

Special warrants

A summary of the continuity of the Company's special warrants is as follows:

	Number of Special Warrants
Balance, June 23, 2022	-
Issued	16,417,000
Converted	(13,600,000)
Balance, October 31, 2022	2,817,000

6. Share Capital (continued)

(Expressed in Canadian dollars)

Special warrants (continued)

On July 23, 2022, the Company closed its special warrant offering by issuing 10,000,000 units of special warrants which entitles the holder to automatically receive one common share and one-half share purchase warrant, on the conversion date solely determined by the Company. On October 15, 2022, these special warrants were converted to 10,000,000 common shares and 4,999,998 warrants (after rounding down from 5,000,000 warrants). Each warrant gives the holder the right to acquire one common share of the Company at a price of \$0.10 until October 15, 2027.

On August 24, 2022, the Company closed its special warrant offering by issuing 3,600,000 units of special warrants which entitles the holder to automatically receive one common share and one share purchase warrant, on the conversion date solely determined by the Company. On October 15, 2022, these special warrants were converted to 3,600,000 common shares and 3,600,000 warrants. Each warrant gives the holder the right to acquire one common share of the Company at a price of \$0.10 until October 15, 2027.

On September 30, 2022, the Company closed a special warrant offering of 517,000 for gross proceeds of \$25,850. An additional 200,000 special warrants were issued as a service fee with a fair value of \$9,132 using the Black-Scholes pricing model. The fair value was measured using the following assumptions: share price of \$0.05; exercise price of \$0.05; expected life of 5 years; volatility of 149.71%; dividend yield of \$Nil; and a risk-free-rate of 3.27%. These special warrants will be converted to a common share on a date solely determined by the Company on or before the Company's shares begin trading on a Canadian stock exchange (Note 12).

On October 30, 2022, the Company closed its special warrant offering by issuing 2,100,000 units of special warrants which entitles the holder to automatically receive one common share and one-half share purchase warrant, on the conversion date solely determined by the Company or before the Company's shares begin trading on a Canadian stock exchange. Each warrant gives the holder the right to acquire one common share of the Company at a price of \$0.12 for a period of five years (Note 12).

Warrants

A summary of the continuity of the Company's warrants are as follows:

	Number of	Weighted Average
	Warrants	Exercise Price (\$)
Balance, June 23, 2022	-	-
Issued	8,599,998	0.10
Balance, October 31, 2022	8,599,998	0.10

6. Share Capital (continued)

(Expressed in Canadian dollars)

Warrants (continued)

Warrants outstanding and exercisable at October 31, 2022 are as follows:

Number of	Exercise	Expiry	Weighted Average
Warrants	Price (\$)	Date	Remaining Life
4,999,998	0.10	October 15, 2027	4.96
3,600,000	0.10	October 15, 2027	4.96
8,599,998			4.96

7. Related Party Transactions

Balances

At October 31, 2022, accounts payable and accrued liabilities include \$7,197 owing to ARO Consulting Inc., a company controlled by one of LFNT's directors (Note 5).

Transactions

The Company paid or accrued \$10,850 in management and consulting fees to ARO Consulting Inc. from inception to October 31, 2022.

All related party transactions are in the normal course of operations and have been measured at the agreed to amount, which is the amount of consideration established and agreed to by the related parties.

8. Capital Management

The Company defines its capital as shareholders' equity. The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to support the acquisition and exploration and development of mineral properties. The Board of Directors do 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 properties in which the Company currently has an interest are in the exploration stage. As such, the Company has historically relied on the equity markets to fund its activities. In addition, the Company is dependent upon external financings to fund activities. In order to carry out planned exploration and pay for administrative costs, the Company will need to raise additional funds. The Company will continue to assess new properties and seek to acquire an interest in additional properties if it feels there is sufficient geologic or economic potential and if it has adequate financial resources to do so. 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 October 31, 2022.

The Company is not subject to externally imposed capital requirements.

Notes to the Financial Statements From the period of June 23, 2022 (inception) to October 31, 2022

9. Financial Instruments

(Expressed in Canadian dollars)

The Company's financial instruments consist of cash, and accounts payable and accrued liabilities and the carrying values approximate their fair values because of the relatively short-term nature of the instruments. These estimates are subjective and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumption could significantly affect the estimates.

There are three levels of the fair value hierarchy as follows:

Level 1: Values based on unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities.
Level 2: Values based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the asset or liability.
Level 3: Values based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement.

The Company's cash is considered to be Level 1 within the fair value hierarchy

The Company is exposed in varying degrees to a variety of financial instrument-related risks. The Board of Directors approves and monitors the risk management process, inclusive of documented investment policies, counterparty limits, and controlling and reporting structures. The type of risk exposure and the way in which such exposure is managed is summarized as follows:

Foreign exchange risk

The Company's functional and reporting currency is the Canadian dollar and major purchases are transacted in Canadian dollars. As a result, the Company's exposure to foreign currency risk is minimal.

Credit risk

The Company's cash is held in large Canadian financial institutions. The Company has not experienced nor is exposed to any significant credit losses. As a result, the Company's exposure to credit risk is minimal.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. As the Company has no interest-bearing assets or liabilities, the Company is not exposed to significant interest rate risk.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company has a planning and budgeting process in place to help determine the funds required to support the Company's normal operating requirements on an ongoing basis. The Company aims to have sufficient funds to meet its short-term business requirements, taking into account its anticipated cash flows from its ability to raise equity capital or borrowing sufficient funds and its holdings of cash and cash equivalents.

Price risk

The ability of the Company to explore its mineral properties and the future profitability of the Company are directly related to the market price of precious metals. The Company monitors precious metals prices to determine the appropriate course of action to be taken by the Company.

LFNT RESOURCES CORP. (formerly LFNT Capital Corp.) Notes to the Financial Statements

From the period of June 23, 2022 (inception) to October 31, 2022

10. Income Tax

(Expressed in Canadian dollars)

A reconciliation of income taxes at statutory rates is as follows:

	October 31, 2022
	\$
Net loss for the period	(72,113)
Statutory tax rate	27%
Expected income tax recovery	(19,471)
Items deductible and not deductible for income tax purpose	(1,432)
Current and prior tax attributes not recognized	20,903
Deferred income tax recovery	-

Details of deferred tax assets are as follows:

	October 31, 2022
	\$
Non-capital loss	5,071
Resource expenditures	14,686
Share issuance costs	1,146
Less: Unrecognized deferred tax assets	(20,903)
	-

The Company has approximately \$19,000 of non-capital losses available, which will expire through to 2042 and may be applied against future taxable income. The Company also has approximately \$70,000 of exploration and development costs which are available for deduction against future income for tax purposes. At October 31, 2022, the net amount which would give rise to a deferred income tax asset has not been recognized as it is not probable that such benefit will be utilized in the future years.

11. Segmented Information

The Company operates in one reportable operating segment, which is the mining and exploration sector in Canada. As the operations comprise a single reporting segment, amounts disclosed also represent segment amounts.

12. Subsequent events

On November 25, 2022, the company completed the conversion of 2,817,000 special warrants into 2,817,000 common shares and 1,050,000 share purchase warrants. The exercise price of share purchases warrant is \$0.12 with an expiry date of November 25, 2027.

CONDENSED INTERIM FINANCIAL STATEMENTS

For the Three Months Ended January 31, 2023

(Expressed in Canadian dollars)

(Unaudited – Prepared by Management)

Index to Condensed Interim Financial Statements

January 31, 2023

CONTENT	PAGE(S)
Condensed Interim Statements of Financial Position	3
Condensed Interim Statements of Loss and Comprehensive Loss	4
Condensed Interim Statements of Changes in Shareholders' Equity	5
Condensed Interim Statements of Cash Flows	6
Notes to the Condensed Interim Financial Statements	7-15

Condensed Interim Statements of Financial Position (Unaudited - Expressed in Canadian dollars)

		January 31, 2023	October 31, 2022
	Notes	\$	\$
Assets
Current assets
Cash		491,918	513,018
Prepaids and deposit		15,250	44,108
Total current assets		507,168	557,126
Non-current assets
Mineral property	3	16,000	16,000
Total Assets		523,168	573,126
Liabilities
Current liabilities
Accounts payable and accrued liabilities	4,6	35,947	13,697
Total Liabilities		35,947	13,697
Shareholders' Equity
Share capital	5	631,542	395,692
Special warrants		-	235,850
Deficit		(144,321)	(72,113)
Total Shareholders' Equity		487,221	559,429
Total Liabilities and Shareholders' Equity		523,168	573,126

Nature and Continuance of Operations(Note 1)

Approved and authorized for dissemination by the Board of Directors on March 13, 2023:

Kevin Smith, Director Shayne Taker, Director

"Howard Jones" "Shayne Taker"

Condensed Interim Statements of Loss and Comprehensive Loss For the Three Months Ended January 31, 2023 (Unaudited - Expressed in Canadian dollars)

	Three months ended January 31, 2023
Operating Expenses
Administration	\$ 13
Professional fees	9,003
Management and consulting fees	7,526
Regulatory and transfer agent fees	4,535
Exploration expense	51,131
Loss and comprehensive loss	\$ (72,208)
Basic and diluted loss per share	\$ (0.00)
Weighted average number of common shares outstanding	19,790,273

The Company was incorporated on June 23, 2022, therefore, there are no comparative prior year figures for the three months ended January 31, 2022.

Condensed Interim Statements of Changes in Shareholders' Deficiency For the three months ended January 31, 2023 (Unaudited - Expressed in Canadian dollars except the number of shares)

			Common Shares
	Note	Number	Amount	Special Warrants	Deficit	Total
			\$	\$	\$	\$
Balance at October 31, 2022		17,800,001	395,692	235,850	(72,113)	559,429
Warrants converted to common	5
shares		2,817,000	235,850	(235,850)	-	-
Net loss for the period		-	-	-	(72,208)	(72,208)
Balance at January 31, 2023		20,617,001	631,542	-	(144,321)	487,221

The Company was incorporated on June 23, 2022, therefore, there are no comparative prior year figures for the three months ended January 31, 2022.

Notes to the Condensed Interim Statements of Cash Flows For the Three Months Ended January 31, 2023 (Unaudited - Expressed in Canadian dollars)

	Three months
	ended January 31,
	2023
	\$
Operating activities
Net loss for the period	(72,208)
Changes in non-cash working capital items:
Prepaids and deposit	28,858
Accounts payable and accrued liabilities	22,250
Net cash flows used in operating activities	(21,100)
Net change in cash	(21,100)
Cash, beginning	513,018
Cash, ending	491,918
Supplemental cash flow information
Cash paid for interest	\$ -
Cash paid for income taxes	\$ -

The Company was incorporated on June 23, 2022, therefore, there are no comparative prior year figures for the three months ended January 31, 2022.

1. Nature and Continuance of Operations

LFNT Resources Corp. (the "Company") (formerly LFNT Capital Corp.) was incorporated under the Business Corporations Act (British Columbia) on June 3, 2022. On February 10, 2023, the Company changed its name from LFNT Capital Corp. to LFNT Resources Corp.

The Company's registered office address is 401 – 750 West Pender Street, Vancouver, British Columbia, Canada, V6C 2T7. The Company's business is in the mining and exploration sector.

These condensed interim financial statements have been prepared by management on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. At January 31, 2023, the Company had not yet achieved profitable operations, had accumulated losses of \$144,321 since its inception, and expects to incur further losses in the development of its business, all of which casts significant doubt about the Company's ability to continue as a going concern. A number of alternatives including, but not limited to selling an interest in one or more of its properties or completing a financing, are being evaluated with the objective of funding ongoing activities and obtaining working capital. The continuing operations of the Company are dependent upon its ability to continue to raise adequate financing and to commence profitable operations in the future and repay its liabilities arising from normal business operations as they become due.

These condensed interim financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.

2. Significant Accounting Policies and Basis of Preparation

Statement of compliance with International Financial Reporting Standards

These condensed interim financial statements, including comparatives, have been prepared in accordance with International Accounting Standards 34 – Interim Financial Reporting using accounting policies consistent with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and interpretations of the International Financial Reporting Interpretations Committee ("IFRC"). The accounting policies and methods of computation applied by the Company in these condensed interim financial statements are the same as those applied in the Company's annual financial statements as at and for the year ended October 31, 2022.

The condensed interim financial statements do not include all of the information and note disclosures required for full annual financial statements and should be read in conjunction with the Company's annual financial statements as at and for the year ended October 31, 2022.

Basis of preparation

These condensed interim financial statements have been prepared on an historical cost basis, except for financial instruments classified as financial instruments at fair value through profit or loss, which are stated at fair value. In addition, these condensed interim financial statements have been prepared using the accrual basis of accounting except for cash flow information. These condensed interim financial statements are presented in Canadian dollars, which is the Company's functional currency.

Significant accounting judgments, estimates and assumptions

The preparation of the condensed interim financial statements in conformity with IFRS requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the condensed interim financial statements and the reported revenues and expenses during this period.

Although management uses historical experience and its best knowledge of the amount, events, or actions to form the basis for judgments and estimates, actual results may differ from these estimates.

Critical judgments exercised in applying accounting policies that have the most significant effect on the amounts recognized in the condensed interim financial statements are as follows:

Economic recoverability and probability of future economic benefits of mineral properties

2. Significant Accounting Policies and Basis of Preparation (Continued)

Significant accounting judgments, estimates and assumptions (continued)

Determination of functional currency

Income taxes

Site decommissioning obligations

Going concern

3. Mineral property and Exploration expenses

The following summarizes the cumulative costs capitalized as exploration and evaluation asset as at January 31, 2023 and October 31, 2023:

	\$
Property acquisition costs
Balance, June 30, 2022	-
Add: property option payment	16,000
Balance, January 31, 2023 and October 31, 2022	16,000

3. Mineral property and Exploration expenses (Continued)

During the period three months ended, January 31, 2023, the Company incurred \$51,131 of exploration costs which have been expensed on the condensed interim statement of loss and comprehensive loss.

The costs incurred during the three months ended January 31, 2023 can be seen on the following table:

	January 31, 2023
Exploration expenses	\$
Geological Consulting	19,936
Geological field supervision	5,428
Transportation and travel	5,527
Field support and supplies	20,240
Total	51,131

Skyfire property

3. Mineral property and Exploration expenses (Continued)

Skyfire property (continued)

Pursuant to the terms of the Agreement, the Company can earn a 100% interest in the Skyfire property by making the following payments to the optionors:

Cash payment amount	Shares to be issued	Minimum exploration
to Optionors	to Optionors	requirements
\$16,000 within 7 business days	100,000 shares to be issued	\$75,000 to be spent on or before
of signing the agreement	within 10 days of listing on a	the 1st anniversary date of the
(paid).	Canadian stock exchange.	effective date.
\$20,000 to be paid on or before	100,000 shares to be issued on	\$120,000 to be spent on or
the 1st anniversary date.	the 1st anniversary date of the	before the 2nd anniversary date
	Agreement.	of the effective date.
\$32,000 to be paid on or before	200,000 shares to be issued on	\$240,000 to be spent on or
the 2nd anniversary date.	the 2nd anniversary date of the	before the 3rd anniversary date
	Agreement.	of the effective date.
\$48,000 to be paid on or before	200,000 shares to be issued on	\$600,000 to be spent on or
the 3rd anniversary date.	the 3rd anniversary date of the	before the 4th anniversary date
	Agreement.	of the effective date.
\$84,000 to be paid on or before	400,000 shares to be issued on
the 4th anniversary date.	the 4th anniversary date of the
	Agreement.
\$200,000	1,000,000 shares	\$1,035,000

Excess expenditures from one year can be applied to the next. If there is a shortfall in exploration expenditures in any one year, the Agreement can be maintained in good standing by making a payment, in the equivalent cash, of the shortfall to Optionor. If the optionee spends more funds in one year than prescribed by this section, the surplus will be applied and carried forward to the following years.

4. Accounts Payable and Accrued Liabilities

	January 31, 2023	October 31, 2022
	\$	\$
Accounts payable	20,523	-
Amounts due to related parties (Note 6)	7,621	7,197
Accrued liabilities	7,803	6,500
Accounts payable and accrued liabilities	35,947	13,697

5. Share Capital

Authorized

Unlimited number of common shares without par value.

Issued share capital

As at January 31, 2023, there were 20,617,001 common shares issued and outstanding (October 31, 2022 – 17,800,001).

On November 25, 2022, the Company converted 2,817,000 special warrants into 2,817,000 common shares. In connection with the conversion of special warrants, the Company issued 1,050,000 warrants. Each warrant allows the holder to acquire one common share of the Company for an exercise price of \$0.12 with an expiry date of November 25, 2027.

As at January 31, 2023, the company had no stock options outstanding.

The Company incurred \$9,132 in share issuance costs related to the November 25, 2022, conversion of special warrants to common shares.

Special warrants

A summary of the continuity of the Company's special warrants for the period ended January 31, 2023 are as follows:

	Number of Special Warrants
Balance, October 31, 2022	2,817,000
Converted	(2,817,000)
Balance, January 31, 2023	-

5. Share Capital (Continued)

Warrants

A summary of the continuity of the Company's warrants for the period ended January 31, 2023 are as follows:

		Weighted Average
	Number of Warrants	Exercise Price (\$)
Balance, October 31 2022	8,599,998	0.10
Issued	1,050,000	0.12
Balance, January 31, 2023	9,649,998	0.10

Warrants outstanding and exercisable at January 31, 2023 are as follows:

Number of	Exercise	Expiry	Weighted Average
Warrants	Price (\$)	Date	Remaining Life
4,999,998	0.10	October 15, 2027	4.71
3,600,000	0.10	October 15, 2027	4.71
1,050,000	0.12	November 25, 2027	4.82
9,649,998			4.72

6. Related Party Transactions

Balances

At January 31, 2023, accounts payable and accrued liabilities include \$7,621 (October 31, 2022 - \$7,197) owing to ARO Consulting Inc., a company controlled by one of LFNT's directors (Note 4). These amounts are unsecured, non-interest bearing and have no fixed terms of repayment.

Transactions

The Company recorded \$7,526 in management and consulting fees to ARO Consulting Inc. for the three months ended January 31, 2023.

7. Capital Management

The Company is not subject to externally imposed capital requirements.

8. Financial Instruments

The Company's financial instruments consist of cash and accounts payable and accrued liabilities and the carrying values approximate their fair values because of the relatively short-term nature of the instruments. These estimates are subjective and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumption could significantly affect the estimates.

There are three levels of the fair value hierarchy as follows:

Level 1: Values based on unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities.
Level 2: Values based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the asset or liability.
Level 3: Values based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement.

The Company's cash is considered to be Level 1 within the fair value hierarchy.

Foreign exchange risk

The Company's functional and reporting currency is the Canadian dollar and major purchases are transacted in Canadian dollars. As a result, the Company's exposure to foreign currency risk is minimal.

8. Financial Instruments (Continued)

Credit risk

Interest rate risk

Liquidity risk

Price risk

9. Segmented Information

SCHEDULE "C"

MANAGEMENT'S DISCUSSION & ANALYSIS FOR THE PERIOD JUNE 23, 2022 (INCEPTION) TO OCTOBER 31, 2022]

and

MANAGEMENT'S DISCUSSION & ANALYSIS FOR THE PERIOD ENDED JANUARY 31, 2023

MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE COMPANY'S FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE PERIOD JUNE 23, 2022 (INCEPTION) TO OCTOBER 31, 2022

DATE AND SUBJECT OF REPORT

The following Management Discussion & Analysis ("MD&A") is intended to assist in the understanding of the trends and significant changes in the financial condition and results of operations of LFNT Resources Corp. (formerly LFNT Capital Corp.) (hereinafter "LFNT" or the "Company") for the period June 23, 2022 (inception) to October 31, 2022. The MD&A should be read in conjunction with the audited financial statements of the Company for the period June 23, 2022 (inception) to October 31, 2022. This report is dated November 25, 2022.

SCOPE OF ANALYSIS

The following is a discussion and analysis of LFNT. The Company reports its financial results in Canadian dollars and in accordance with International Financial Reporting Standards ("IFRS") and related interpretations as issued by the International Standards Board. All published financial results include the assets, liabilities, and results of operations of the Company.

FORWARD LOOKING STATEMENTS

The information set forth in this MD&A contains statements concerning future results, future performance, intentions, objectives, plans and expectations that are, or may be deemed to be, forwardlooking statements. These statements concerning possible or assumed future results of operations of the Company are preceded by, followed by, or include the words 'believes,' 'expects,' 'anticipates,' 'estimates,' 'intends,' 'plans,' 'forecasts,' or similar expressions. Forward-looking statements are not guarantees of future performance. These forward-looking statements are based on current expectations that involve numerous risks and uncertainties, including, but not limited to, those identified in the Risks and Uncertainties section. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate. These factors should be considered carefully, and readers should not place undue reliance on forward-looking statements. The Company may not provide updates or revise any forward-looking statements, except those otherwise required under paragraph 5.8(2) of NI 51-102, whether written or oral that may be made by or on the Company's behalf.

GENERAL BUSINESS AND DEVELOPMENT

LFNT Resources Corp. (formerly LFNT Capital Corp.) is in the mining and exploration sector.

The Company's head office is located at 401 – 750 West Pender Street, Vancouver, BC, V6C 2T7, Canada.

BUSINESS CHRONOLOGY

On June 23, 2022, LFNT Resources Corp. (formerly LFNT Capital Corp.) (the "Company") was incorporated under the laws of British Columbia, Canada. The Company changed its name on February 10, 2023.

OVERALL PERFORMANCE

To date, the Company has not realized profitable operations and has relied on equity and trade credit to fund the losses. The Company recognized a loss and comprehensive loss of \$72,113 from inception on June 23, 2022, to October 31, 2022, which is primarily attributed to \$54,392 of exploration expenses related to the Skyfire property.

On August 19, 2022, the Company entered into a Binding Letter Agreement (the "Agreement") whereby the Company will have the right to earn a 100% interest in the Skyfire property. The Skyfire property is comprised of 1,897 hectares including 7 BCMTO claim tenures located in the Cariboo Mining Division, British Columbia, Canada.

The Company received gross proceeds of \$401,000 from the issuance of 17,800,001 common shares and \$235,850 from issuance of special warrants. A total of \$5,308 in share issuance costs were incurred in relation to equity financings.

SELECTED ANNUAL INFORMATION

	Period from
	June 23, 2022 (inception)
	to October 31, 2022
	\$
Financial Results
Revenue
Net loss	(72, 113)
Net loss per share - basic and diluted	(0.01)
Balance Sheet Data
Total assets	573,126
Total current liabilities	13,697
Total non-current liabilities
Shareholders' equity	559,429

The data in the audited financial statements for the period June 23, 2022 (inception) to October 31, 2022, was prepared in accordance with IFRS on a going concern basis, which contemplates that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. All amounts presented in the audited financial statements are reported in Canadian dollars which is also the Company's functional currency.

DISCUSSION OF OPERATIONS

The Company does not have any revenue as it is in the early stages of exploration of its newly acquired Skyfire property. The Company's management intends to explore the Skyfire property and hopefully prove that it contains economically recoverable resources.

Management is currently focused on satisfying regulatory requirements so that the Company's common shares can be listed on a Canadian stock exchange.

Skyfire property

The following summarizes the cumulative costs capitalized as exploration and evaluation asset as at October 31, 2022:

	October 31, 2022
	\$
Balance, beginning	-
Add: property option payment	16,000
Balance, ending	16,000

The following summarizes the exploration expenses incurred by the Company during the period from June 23, 2022, to October 31, 2022, which have been expensed on the Statement of Loss and Comprehensive Loss:

	Period from
	June 23, 2022 (inception)
	to October 31, 2022
	\$
Exploration expenses:
Geological consulting	47,235 (JE) - Vinayak, please make sure amounts entered are rounded numbers (no decimals)
Geological field supervision	5,824
Transportation and travel	1,333
	54,392

On August 19, 2022, the Company entered into an Agreement whereby the Company will have the right to earn a 100% interest in the Skyfire property. The Skyfire property is comprised of 1,897 hectares including 7 BCMTO claim tenures located in the Cariboo Mining Division, British Columbia, Canada.

Pursuant to the terms of the Agreement, the Company can earn a 100% interest in the Skyfire property by making the following payments to the optionors:

Cash payment amount	Shares to be issued	Minimum exploration
to Optionors	to Optionors	requirements
\$16,000 within 7 business days of	100,000 shares to be issued within	\$75,000 to be spent on or before
signing the agreement (paid).	10 days of listing on a Canadian	the 1st anniversary date of the
	stock exchange.	effective date.
\$20,000 to be paid on or before the	100,000 shares to be issued on the	\$120,000 to be spent on or before
1st anniversary date.	1st anniversary date of the	the 2nd anniversary date of the
	Agreement.	effective date.
\$32,000 to be paid on or before the	200,000 shares to be issued on the	\$240,000 to be spent on or before
2nd anniversary date.	2nd anniversary date of the	the 3rd anniversary date of the
	Agreement.	effective date.
\$48,000 to be paid on or before the	200,000 shares to be issued on the	\$600,000 to be spent on or before
3rd anniversary date.	3rd anniversary date of the	the 4th anniversary date of the
	Agreement.	effective date.
\$84,000 to be paid on or before the	400,000 shares to be issued on the
4th anniversary date.	4th anniversary date of the
	Agreement.
\$200,000	1,000,000 shares	\$1,035,000

Rising inflation and delayed shipping services may adversely affect the Company's exploration activities and business operations in the future.

RESULTS OF OPERATIONS

PERIOD FROM JUNE 23, 2022 (INCEPTION) TO OCTOBER 31, 2022

The Company's loss and comprehensive loss for the period June 23, 2022 (inception) to October 31, 2022, was \$72,113. The loss was primarily comprised of the following items:

a) exploration expenses of \$54,392 were incurred on the recently acquired Skyfire property.
b) management and consulting fees of \$10,850 were incurred for services provided by a company controlled by one of LFNT's directors.
c) professional fees totaling \$6,675 were comprised of audit fees.
d) administration fees of \$174 are attributed to bank service charges.
e) regulatory and transfer agent fees of \$22 were paid for filing fees.

FOURTH QUARTER – THREE MONTHS ENDED OCTOBER 31, 2022

The Company's loss and comprehensive loss for the three months ended October 31, 2022, was \$72,044. The loss was primarily comprised of the following items:

a) exploration expenses of \$54,392 were incurred on the recently acquired Skyfire property.
b) management and consulting fees of \$10,850 were incurred for services provided by a company controlled by one of LFNT's directors.
c) professional fees totaling \$6,675 were comprised of audit fees.
d) administration fees of \$105 are attributed to bank service charges.
e) regulatory and transfer agent fees of \$22 were paid for filing fees.

SUMMARY OF QUARTERLY RESULTS

The following table sets out financial performance highlights from inception on June 23, 2022, which have been prepared in accordance with IFRS.

	Q4	Q3
		Inception on
		June 3, 2022
	October 31,	to July 31,
	2022	2022
	\$	\$
Loss and comprehensive loss	(72,044)	(69)
Loss per share, basic and diluted	(0.01)	-
Cash	513,018	-
Assets	573,126	-
Liabilities	13,697	-
Equity	559,429	-

LIQUIDITY AND CAPITAL RESOURCES

As at October 31, 2022, the Company had working capital of \$543,429.

From the Company's incorporation on June 23, 2022, to October 31, 2022, the Company incurred a net loss of \$72,113.

Since the Company's inception on June 23, 2022, it received a total of \$631,542 from financing activities. The financing was comprised of \$395,692 from the issuance of shares (net of share issuance costs) and \$235,850 from converted special warrants.

The Company spent \$16,000 in acquisition costs for the Skyfire property pursuant to the August 19, 2022, Binding Letter Agreement. An additional \$54,392 of exploration expenses on the Skyfire property were incurred during the period ended October 31, 2022.

The continuation of the Company as a going concern is dependent on its ability to raise additional capital or debt financing, on reasonable terms, in order to meet business objectives towards achieving profitable business operations.

There can be no assurance that consultants, service providers, and advisors will continue to extend unpaid accounts, services, and liabilities to the Company in order to maintain its business and filing requirements as a reporting issuer.

Fluctuating commodity prices can have a material impact on the Company's financial performance and ability to obtain financing with reasonable terms.

Pursuant to the terms of the August 19, 2022, Agreement, the Company can earn a 100% interest in the Skyfire property by making the following payments to the optionors:

SHARE CAPITAL AND OUTSTANDING SHARE DATA

As at October 31, 2022, there are 17,800,001 common shares issued and outstanding.

As at the date of this report, there were 20,617,001 common shares issued and outstanding.

As at October 31, 2022, there were 2,817,001 special and 8,599,998 warrants outstanding.

As at the date of this report, there are 9,649,998 warrants and Nil special warrants outstanding.

OFF BALANCE SHEET ARRANGEMENTS

The Company has not entered into any off-balance sheet arrangements or commitments.

RELATED PARTY TRANSACTIONS

Balances

At October 31, 2022, accounts payable and accrued liabilities include \$7,197 owing to ARO Consulting Inc, a company controlled by Ms. Rempel, one of LFNT's directors.

Transactions

The Company paid or accrued \$10,850 in management and consulting fees to ARO Consulting Inc. from inception to October 31, 2022.

ACCOUNTING POLICIES

The accounting policies and methods employed by the Company determine how it reports its financial condition and results of operations and may require management to make judgements or rely on assumptions about matters that are inherently uncertain. The Company's results of operations are reported using policies and methods in accordance with IFRS. In preparing financial statements in accordance with IFRS, management is required to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses for the year. Management reviews its estimates and assumptions on an ongoing basis using the most current information available.

CRITICAL ACCOUNTING ESTIMATES

Although management uses historical experience and its best knowledge of the amount, events, or actions to form the basis for judgments and estimates, actual results may differ from these estimates.

The most significant accounts that require estimates as the basis for determining the stated amounts include the recoverability of evaluation and exploration assets and recognition of deferred tax amounts.

Critical judgments exercised in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements are as follows:

Going concern

Management assesses the Company's ability to continue as a going concern at each reporting date, using all quantitative and qualitative information available. This assessment, by its nature, relies on estimates of future cash flows and other future events, whose subsequent changes could materially impact the validity of such an assessment.

Impairment of assets

The impairment assessment of a financial asset requires judgment. Management evaluates the duration and extent to which the fair value of an investment is less than its cost, and the financial health of and short-term business outlook for the investee, including factors such as industry and sector performance, changes in technology and operational and financing cash flow. When the fair value declines, management makes a judgment if the decline in value is other than temporary impairment to be recognized in profit or loss.

FINANCIAL INSTRUMENTS

The Company's financial instruments consist of cash, accounts payable and accrued liabilities. The carrying values of cash, accounts payable and accrued liabilities approximate their fair values because of the relatively short-term nature of the instruments. These estimates are subjective and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumption could significantly affect the estimates.

There are three levels of the fair value hierarchy as follows:

Level 1: Values based on unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities.

Level 2: Values based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the asset or liability.
Level 3: Values based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement.

The Company's cash is considered to be Level 1 within the fair value hierarchy.

Foreign exchange risk

The Company's functional and reporting currency is the Canadian dollar and major purchases are transacted in Canadian dollars. As a result, the Company's exposure to foreign currency risk is minimal.

Credit risk

Interest rate risk

Liquidity risk

Price risk

Environmental & remediation risk

Management is not aware of and does not anticipate any significant environmental exposure or risk of remediation costs or liabilities as it does not currently have any active mineral exploration operations.

RISK AND UNCERTAINTIES

Core Business

The Company's business is in the mining and exploration sector with no active operations.

Significant capital investment, geological and mining personnel, management, and consultants will be required for the development of any potential mining and exploration project.

There is no certainty that any expenditures to be made by the Company as described herein will result in successful mining and exploration. There is aggressive competition within the mineral exploration and development sector with larger exploration companies developing related technology internally. As such, significant capital investment is required along with extensive other resources to develop any potential mineral claims and future mining operations, if attainable. There can be no assurance the Company will be successful in obtaining required capital on acceptable terms to reach its business objectives.

Some risks the Company may be exposed to include, but are not limited to, the following:

Conflicts of Interest

The Company's directors and officers also serve as directors and/or officers in other private and public companies involved in other business ventures. Consequently, there exists the possibility for these individuals to be in a position of conflict. Any decision made by these individuals involving the Company will be made in accordance with their duties and obligations to deal fairly and in good faith with the Company and such other companies. As such, these individuals would refrain from voting on the conflicted matter and would be forced to forego potential business or conductsuch businessin conflict.

Negative Operating Cash Flows

As the Company is in the early development stage, it will continue to have negative operating cash flows without the development of revenue streams from its business. Positive operating cash flows require the Company to complete successful mineral exploration to first identify viable exploration targets through seismic, geographic surveying, drilling, sampling, assays, 43-101 technical report and mining operations, none of which can be assured.

Going Concern Risk

The ability of the Company to continue as a going concern is uncertain and dependent upon its ability to achieve profitable operations, obtain additional capital and receive continued support from its shareholders. Management of the Company will have to raise capital through private placements or debt financing and proposes to continue to do so through future private placements and offerings. The outcome of these matters cannot be predicted at this time.

Operating History and Expected Losses

The Company expects to make significant investments in order to develop its services, increase marketing efforts, improve its operations, and conduct research and development. As a result, start-up operating losses are expected, and such losses may be greater than anticipated, which could have a significant effect on the long-term viability of the Company.

Reliance on Joint Ventures, Partnerships, or Minority Interests

The nature of the Company's operations may require it to enter into various agreements with partners, joint venture partners, or minority interests in mineral and exploration projects.

There is no guarantee that those with whom the Company needs to deal will be successful in these joint or participating interests for mining and exploration.

Uninsured Risks

The Company may carry insurance to protect against certain risks in such amounts as it considers adequate. Risks not insured against include key person insurance as the Company heavily relies on the Company directors and officers.

Growth Management

In executing the Company's business plan for the future, there will be significant pressure on management, operations, technical, and other assets, or resources. The Company anticipates that its operating and personnel costs will increase substantially in the future when and if it is able to commence commercial operations. In order to manage its growth, the Company will have to substantially increase consultants, geological personnel, engineers, technical, human resources, and executive and administration staff to run its operations, while at the same time efficiently maintaining a large number of relationships with third parties. The Company will also have to acquire, lease, or rent a substantial amount of mining and extraction equipment. There can be no assurance that the Company will be able to meet these growth objectives.

Reliance on Key Personnel, Service Provider and Advisors

The Company relies heavily on its officers and directors, along with key service providers, business advisors and consultants. The loss of their services would have a material adverse effect on the business of the Company. There can be no assurance that directors and officers, or consultants engaged by the Company will continue to provide services in the employ of, or in a consulting capacity to, the Company or that they will not set up competing businesses or accept positions with competitors.

COVID-19

Since March 31, 2020, 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 an 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 and its operations in future periods.

Russia-Ukraine Conflict

MANAGEMENT'S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

The information provided in this report as referenced from the Company's financial statements for the referenced reporting period is the sole responsibility of management. In the preparation of the information along with related and accompanying statements and estimates contained herein, management uses careful judgement in assessing the values (or future values) of certain assets or liabilities. It is the opinion of management that such estimates are fair and accurate as presented.

OTHER INFORMATION

Additional information on the Company is available on SEDAR at www.sedar.com.

CORPORATE INFORMATION

Directors:	Howard Jones
	Sheri Rempel
	Shayne Taker
	Ronald Woo
	Braydon Hobbs
Officers:	Shayne Taker, CEO Braydon Hobbs, CFO and Corporate Secretary
Auditor:	Adam Sung Kim, Ltd. Adam Kim, CA, CPA
Legal Counsel:	Linas Antanavicius Barrister & Solicitor

MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE COMPANY'S FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JANUARY 31, 2023

DATE AND SUBJECT OF REPORT

The following Management Discussion & Analysis ("MD&A") is intended to assist in the understanding of the trends and significant changes in the financial condition and results of operations of LFNT Resources Corp. (hereinafter "LFNT" or the "Company") for three months ended January 31, 2023. The MD&A should be read in conjunction with the unaudited condensed interim financial statements of the Company for the three months ended January 31, 2023 and the audited financial statements for the period June 23, 2022 (inception) to October 31, 2022. This report is dated March 24, 2023.

SCOPE OF ANALYSIS

The following is a discussion and analysis of LFNT. The Company reports its financial results in Canadian dollars and prepared under International Financial Reporting Standards ("IFRS") in accordance with International Accounting Standard 34, Interim Financial Reporting as issued by the International Standards Board. All published financial results include the assets, liabilities, and results of operations of the Company.

FORWARD LOOKING STATEMENTS

GENERAL BUSINESS AND DEVELOPMENT

LFNT Resources Corp. is in the mining and exploration sector.

The Company's head office islocated at 401 – 750 West Pender Street, Vancouver, BC, V6C 2T7, Canada.

BUSINESS CHRONOLOGY

On June 23, 2022, LFNT Resources Corp. (the "Company") was incorporated under the laws of British Columbia, Canada.

On February 10, 2023, the Company changed its name from LFNT Capital Corp. to LFNT Resources Corp.

OVERALL PERFORMANCE

DISCUSSION OF OPERATIONS

Management is currently focused on satisfying regulatory requirements so that the Company's common shares can be listed on a Canadian stock exchange.

Skyfire property

The following summarizes the cumulative costs capitalized as exploration and evaluation asset as at January 31, 2023:

	\$
Property acquisition costs
Balance, June 30, 2022	-
Add: property option payment	16,000
Balance, January 31, 2023 and October 31, 2022	16,000

During the period three months ended January 31, 2023, the Company incurred \$51,131 of exploration costs which have been expensed on the Statement of Loss and Comprehensive Loss.

Pursuant to the terms of the Agreement, the Company can earn a 100% interest in the Skyfire property by making the following payments to the optionors:

Cash payment amount	Shares to be issued	Minimum exploration
to Optionors	to Optionors	requirements
\$16,000 within 7 business days of	100,000 shares to be issued	\$75,000 to be spent on or before
signing the agreement (paid).	within 10 days of listing on a	the 1st anniversary date of the
	Canadian stock exchange.	effective date.
\$20,000 to be paid on or before	100,000 shares to be issued on	\$120,000 to be spent on or before
the 1st anniversary date.	the 1st anniversary date of the	the 2nd anniversary date of the
	Agreement.	effective date.
\$32,000 to be paid on or before	200,000 shares to be issued on	\$240,000 to be spent on or before
the 2nd anniversary date.	the 2nd anniversary date of the	the 3rd anniversary date of the
	Agreement.	effective date.
\$48,000 to be paid on or before	200,000 shares to be issued on	\$600,000 to be spent on or before
the 3rd anniversary date.	the 3rd anniversary date of the	the 4th anniversary date of the
	Agreement.	effective date.
\$84,000 to be paid on or before	400,000 shares to be issued on
the 4th anniversary date.	the 4th anniversary date of the
	Agreement.
\$200,000	1,000,000 shares	\$1,035,000

Excess expenditures from one year can be applied to the next. If there is a shortfall in exploration expenditures in any one year, the Agreement can be maintained in good standing by making a payment, in the equivalent cash, of the shortfall to Optionor. If the optionee spends more funds in one year than prescribed by this section, the surplus will be applied and carried forward to the following years.

The Skyfire property is subject to a 2% Net Smelter Royalty ("NSR") royalty in favour of the property Optionors. The Company has the right to purchase 1% of the NSR for \$2,000,000 any time prior to the commencement of commercial production. The NSR buy-out price will be adjusted annually according to the consumer price index with a base of December 31, 2025.

As at January 31, 2023, the Company spent \$51,131 on exploration expenses related to the Skyfire property.

Rising inflation and delayed shipping services may adversely affect the Company's exploration activities and business operations in the future.

RESULTS OF OPERATIONS

	Three months ended January 31, 2023
Operating Expenses
Administration	\$	13
Professional fees		9,003
Management and consulting fees		7,526
Regulatory and transfer agent fees		4,535
Exploration expense		51,131
Loss and comprehensive loss	\$	(72,208)

The Company was incorporated on June 23, 2022, therefore, there are no comparative prior year figures for the three months ended January 31, 2022.

FOR THE THREE MONTHS ENDED JANUARY 31, 2023

The Company's loss and comprehensive loss for the three months ended January 31, 2023, was \$72,208. The loss was primarily comprised of the following items:

f) professional fees totaling \$9,003 were comprised of \$1,200 of audit fees and \$7,803 of legal fees.
g) management and consulting fees of \$7,526 were incurred for services provided by a company controlled by one of LFNT's directors.
h) regulatory and transfer agent fees of \$4,535 were incurred mainly for Sedar filing fees.
i) exploration expenses of \$51,131 were incurred on the recently acquired Skyfire property.

SUMMARY OF QUARTERLY RESULTS

The following table sets out financial performance highlights from inception on June 3, 2022, which have been prepared in accordance with IFRS.

			Inception on June
	January 31,	October 31,	3, 2022 to July 31,
	2023	2022	2022
	(Q1)	(Q4)	(Q3)
	\$		\$
Loss and comprehensive loss	(72,208)	(72,044)	(69)
Basic and diluted loss per share	(0.00)	(0.01)	-
Cash	491,918	513,018
Assets	523,168	573,126	-
Liabilities	35,947	13,697	-
Equity	487,221	559,429

LIQUIDITY AND CAPITAL RESOURCES

As at January 31, 2023, the Company had working capital of \$471,221 compared to a working capital of October 31, 2023 - \$543,429.

For the three months ended January 31, 2023, the Company incurred a net loss of \$72,208 and as at January 31, 2023, had a cumulative deficit of \$144,321.

Fluctuating commodity prices can have a material impact on the Company's financial performance and ability to obtain financing with reasonable terms.

SHARE CAPITAL AND OUTSTANDING SHARE DATA

As at January 31, 2023, and the date of this report, there were 20,617,001 common shares issued and outstanding.

As at January 31, 2023 and the date of this report, the company had no stock options outstanding.

As at January 31, 2023, and the date of this report, there were 9,649,998 warrants outstanding.

OFF BALANCE SHEET ARRANGEMENTS

The Company has not entered into any off-balance sheet arrangements or commitments.

RELATED PARTY TRANSACTIONS

Balances

At January 31, 2023, accounts payable and accrued liabilities include \$7,621 (October 31, 2022 - \$7,197) owing to ARO Consulting Inc., a company controlled by one of LFNT's directors. These amounts are unsecured, non-interest bearing and have no fixed terms of repayment.

Transactions

The Company recorded \$7,526 in management and consulting fees to ARO Consulting Inc. for the three months ended January 31, 2023.

ACCOUNTING POLICIES

The accounting policies and methods employed by the Company determine how it reports its financial condition and results of operations and may require management to make judgements or rely on assumptions about matters that are inherently uncertain. The Company's results of operations are reported using policies and methods in accordance with IFRS. In preparing condensed interim financial statements in accordance with IFRS, management is required to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses for the period. Management reviews its estimates and assumptions on an ongoing basis using the most current information available.

CRITICAL ACCOUNTING ESTIMATES

The preparation of condensed interim financial statements in conformity with IFRS requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the condensed interim financial statements and the reported revenues and expenses during this period.

Although management uses historical experience and its best knowledge of the amount, events, or actions to form the basis for judgments and estimates, actual results may differ from these estimates.

Critical judgments exercised in applying accounting policies that have the most significant effect on the amounts recognized in the condensed interim financial statements are as follows:

Going concern

Management assesses the Company's ability to continue as a going concern at each reporting date, using all quantitative and qualitative information available. This assessment, by its nature, relies on estimates of future cash flows and other future events, whose subsequent changes could materially impact the validity of such an assessment.

Impairment of assets

FINANCIAL INSTRUMENTS

There are three levels of the fair value hierarchy as follows:

Level 1: Values based on unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities.
Level 2: Values based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the asset or liability.
Level 3: Values based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement.

The Company's cash is considered to be Level 1 within the fair value hierarchy.

Foreign exchange risk

The Company's functional and reporting currency is the Canadian dollar and major purchases are transacted in Canadian dollars. As a result, the Company's exposure to foreign currency risk is minimal.

Credit risk

Interest rate risk

Liquidity risk

The Company aims to have sufficient funds to meet its short-term business requirements, taking into account its anticipated cash flows from its ability to raise equity capital or borrowing sufficient funds and its holdings of cash and cash equivalents.

Price risk

Environmental & remediation risk

RISK AND UNCERTAINTIES

Core Business

The Company's business is in the mining and exploration sector with no active operations.

Significant capital investment, geological and mining personnel, management, and consultants will be required for the development of any potential mining and exploration project.

Some risks the Company may be exposed to include, but are not limited to, the following:

Conflicts of Interest

Negative Operating Cash Flows

Going Concern Risk

Operating History and Expected Losses

Reliance on Joint Ventures, Partnerships, or Minority Interests

The nature of the Company's operations may require it to enter into various agreements with partners, joint venture partners, or minority interests in mineral and exploration projects.

There is no guarantee that those with whom the Company needs to deal will be successful in these joint or participating interests for mining and exploration.

Uninsured Risks

Growth Management

Reliance on Key Personnel, Service Provider and Advisors

COVID-19

Since March 31, 2020, 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, selfimposed quarantine periods and social distancing, have caused material disruption to businesses globally resulting in an 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 and its operations in future periods.

Russia-Ukraine Conflict

MANAGEMENT'S RESPONSIBILITY FOR THE CONDENSED INTERIM FINANCIAL STATEMENTS

The information provided in this report as referenced from the Company's condensed interim financial statements for the referenced reporting period is the sole responsibility of management. In the preparation of the information along with related and accompanying statements and estimates contained herein, management uses careful judgement in assessing the values (or future values) of certain assets or liabilities. It is the opinion of management that such estimates are fair and accurate as presented.

OTHER INFORMATION

Additional information on the Company is available on SEDAR at www.sedar.com.

CORPORATE INFORMATION

Directors:	Howard Jones
	Sheri Rempel
	Shayne Taker
	Ronald Woo
	Braydon Hobbs
Officers:	Shayne Taker, CEO Sheri Rempel, CFO and Corporate Secretary
Auditor:	Adam Sung Kim, Ltd. Adam Kim, CA, CPA
Legal Counsel:	Linas Antanavicius Barrister & Solicitor

CERTIFICATE OF THE COMPANY

Date: April 18, 2023

This prospectus constitutes full, true and plain disclosure of all material facts relating to the securities previously issued by the issuer as required by the securities legislation of the Provinces of British Columbia and Alberta.

/s/ Shayne Taker /s/ Braydon Hobbs

Shayne Taker Braydon Hobbs Chief Executive Officer, Director Chief Financial Officer, Director

ON BEHALF OF THE BOARD OF DIRECTORS

/s/ Sheri Rempel /s/ Howard Jones

Sheri Rempel Howard Jones Director Director

/s/ Ronald Woo

Ronald Woo Director

CERTIFICATE OF THE PROMOTERS

Date: April 18, 2023

/s/ Sheri Rempel

Sheri Rempel Director, Promoter

/s/ Howard Jones

Howard Jones Director, Promoter

_______________________

AI assistant

LFNT Resources Corp. — Capital/Financing Update 2023

48447_rns_2023-04-18_384e72f6-caf8-4d1f-8fd0-0d024e53645d.pdf

PROSPECTUS

LFNT Resources Corp.

GLOSSARY

CURRENCY

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

PROSPECTUS SUMMARY

Principal Business of the Company

Management, Directors & Officers

The Offering

The Listing

Summary of Financial Information

Use of Available Funds

Risk Factors

CORPORATE STRUCTURE

Name and Incorporation

Intercorporate Relationships

DESCRIPTION OF THE BUSINESS

Business Objectives

Special Skills

Sales and Revenues

Competitive Conditions

Government Regulations

Environmental Regulation

Other Property Interests and Mining Claims

Trends

History

THE SKYFIRE PROPERTY

Property Description and Location

Access, Climate, Physiology, Local Resources, and Infrastructure

Access

Climate

Physiology

Local Resources and Infrastructure

History

Table 3: Summary of historical exploration work on the Skyfire Property (Source: LFNT, 2022)

Geological Setting and Mineralization

Regional Geology

Property Geology

Mineralization

Deposit Types

Exploration

Geological Mapping

Table 5: Comparison of Skyfire Property lithologies for 2008 and 2022 mapping (Source: LFNT, 2022)

Rock Sampling

Ground Magnetics

Drilling

Sample Preparation, Analyses and Security

Sample Preparation and Security

Sample Analyses

Quality Control Quality Assurance Program

Analytical Adequacy

Data Verification

Database verification

Site visit

Data Adequacy

Mineral Processing and Metallurgical Testing

Mineral Resource Estimates

Adjacent Properties

Frasergold deposit

Table 8: 2015 resource estimate for the Frasergold deposit (Source: Campbell and Giroux, 2015)

Other orogenic gold showings

Polymetallic veins on the South Cariboo property

Other Relevant Data and Information

Interpretation and Conclusions

Interpretation

Conclusions

Recommendations

Program

Budget

USE OF AVAILABLE FUNDS

Funds Available and Principal Purposes

Business Objectives and Milestones

DIVIDENDS OR DISTRIBUTIONS

Dividends

MANAGEMENT'S DISCUSSION AND ANALYSIS

Additional Disclosure for Junior Issuers

DESCRIPTION OF SECURITIES DISTRIBUTED

LFNT Resources Corp. Capital/Financing Update 2023