NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING

AND

INFORMATION CIRCULAR OF LODE GOLD RESOURCES INC.

With respect to the proposed

PLAN OF ARRANGEMENT

involving

LODE GOLD RESOURCES INC.

and

1475039 B.C. LTD.

and

GREAT REPUBLIC MINING CORP.

Dated as of December 27, 2024

LODE GOLD RESOURCES INC.
100 King St. West, Suite 5700
Toronto, Ontario M5X 1C7

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF LODE GOLD SECURITYHOLDERS

NOTICE IS HEREBY GIVEN that the Annual General and Special Meeting (the "Meeting") of the holders (the "Lode Gold Shareholders") of common shares ("Lode Gold Shares" or "Shares") of Lode Gold Resources Inc. (the "Company" or "Lode Gold"), the holders (the "Lode Gold Optionholders") of options ("Lode Gold Options" or "Options") to purchase Lode Gold Shares and the holders (the "Lode Gold Warrantholders") of warrants ("Lode Gold Warrants") to purchase Lode Gold Shares (Lode Gold Shareholders, Lode Gold Optionholders and Lode Gold Warrantholders together referred to as the "Lode Gold Securityholders") will be held at 810 - 150 9th Ave SW, Calgary, AB, T2P 3H9, at 10:00 a.m. (Calgary Time) on March 10, 2025.

At the Meeting, Shareholders will receive and consider the audited consolidated financial statements of the Company for the year ended December 31, 2023 and the report of the auditor thereon and will be asked to vote on the following:

to appoint McGovern Hurley LLP as auditor of the Company for the ensuing year and authorize the directors to fix the remuneration to be paid to the auditor;
to fix the number of directors at six;
to elect directors for the ensuing year;
to consider, and if thought fit, to pass, with or without variation, a special resolution approving the continuance of the Company out of the jurisdiction of Alberta under the Business Corporations Act (Alberta) (the "ABCA") and into the jurisdiction of British Columbia under the Business Corporations Act (British Columbia) (the "BCBCA" or "Act") and the repeal and replacement of the Company's articles and by-laws in connection therewith with new notice of articles and articles, respectively, as more particularly described in the accompanying management information circular (the "Circular");
to consider and, if thought fit, to pass, with or without variation, an ordinary resolution approving the Company's new Long-Term Incentive Plan, as more particularly set out in the Circular;
to transact such further or other business as may properly come before the Meeting and any adjournment(s) thereof.

At the Meeting, Lode Gold Securityholders, voting as a single class, will be asked to vote on the following:

to consider and, if thought fit, to pass, with or without variation, a special resolution (the "Arrangement Resolution") authorizing and approving an arrangement (the "Arrangement") under section 288 of the Business Corporations Act (British Columbia) among the Company, 1475039 B.C. Ltd. ("Spin Co") and Great Republic Mining Corp. ("GRM"), the full text of which is set forth in Schedule "A" to this Circular under the heading "Form of Arrangement Resolution".

The specific details of the foregoing matters to be put before the Meeting are set forth in the Circular. The audited consolidated financial statements and the Company's related management's discussion and analysis ("MD&A") for the fiscal year ended December 31, 2023 are available upon request to the Company and they can be found on SEDAR+ at www.sedarplus.com.

Lode Gold is using notice-and-access to provide Lode Gold Shareholders with electronic access to this Notice and the Information Circular (collectively, the "Lode Gold Meeting Materials"), instead of mailing paper copies. The Lode Gold Meeting Materials are available on Lode Gold's profile on www.sedarplus.ca and on Lode Gold's website (https://lode-gold.com/investors/2024-agm/). Lode Gold Shareholders will receive a notice in the mail giving instructions on how to request a paper copy of the Information Circular free of charge.

The board of directors of the Company (the "Board") has by resolution fixed the close of business on January 20, 2025 as the record date, being the date for the determination of the registered holders of common shares of the Company entitled to notice of and to vote at the Meeting and any adjournment(s) thereof.

Shareholders are encouraged to vote on the matters BEFORE the Meeting by proxy to ensure that their votes are properly counted. Those Shareholders who are unable to attend the Meeting are requested to read the notes to the enclosed form of proxy and then to, complete, sign and mail the enclosed form of proxy in accordance with the instructions set out in the proxy and in the Circular accompanying this notice.

Proxies to be used at the Meeting must be completed, dated, signed and returned to Odyssey Trust Company at Trader's Bank Building, 702 – 67 Yonge Street, Toronto, Ontario, M5E 1J8 no later than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the Meeting or an adjournment or postponement thereof. Registered Shareholders (as defined in the Circular) may also email their proxy to [email protected] or use the internet site at https://login.odysseytrust.com/pxlogin to transmit their voting instructions using the 12-digit control number located at the bottom of their proxy. A proxy must be executed by the Shareholder or his or her attorney authorized in writing, or if the Shareholder is a company, under its seal by an officer or attorney thereof duly authorized.

Non-Registered Shareholders (as defined in the Circular) who receive these materials through their broker or other intermediary are requested to follow the instructions for voting provided by their broker or intermediary, which may include the completion and delivery of a voting instruction form.

AND TAKE NOTICE that dissenting shareholders in respect of the proposed Arrangement are entitled to be paid the payout value of their shares in accordance with section 191 of the Business Corporations Act (Alberta). Pursuant to the Interim Order (as defined in the Circular) of the Supreme Court of British Columbia dated January 16, 2025, a registered holder of common shares of the Company may until 10:00 a.m. (Calgary Time) on the day which is two days immediately preceding the date of the Meeting give the Company a notice of dissent in the manner provided for in the Interim Order with respect to the Arrangement Resolution. As a result of giving a notice of dissent, a shareholder may, on receiving a notice of implementation of the Arrangement Resolution, require the Company to purchase all of the common shares held by such shareholder in respect of which the notice of dissent was given. These dissent rights are described in the Circular.

DATED at Toronto, Ontario this 27th day of December, 2024.

BY ORDER OF THE BOARD

(signed) "Wendy T. Chan"

Wendy T. Chan

Chief Executive Officer and Director

III -

GENERAL DISCLOSURE INFORMATION ... VI
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION ... VI
DATE OF INFORMATION ... VIII
REPORTING CURRENCIES AND ACCOUNTING PRINCIPLES ... VIII
MARKET AND INDUSTRY DATA ... VIII
NOTE TO U.S. SECURITY HOLDERS ... VIII
SUMMARY OF CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS ... X
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS ... X
CAUTIONARY NOTE TO U.S. LODE GOLD SECURITYHOLDERS ... X
GLOSSARY OF TERMS ... XII
APPOINTMENT OF PROXYHOLDER ... 1
VOTING BY PROXY ... 1
COMPLETION AND RETURN OF PROXY ... 2
REVOCABILITY OF PROXY ... 2
NON-REGISTERED HOLDERS ... 2
LETTER OF TRANSMITTAL ... 3
QUORUM ... 4
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF ... 4
FINANCIAL STATEMENTS AND AUDITORS' REPORT ... 5
STATEMENT OF EXECUTIVE COMPENSATION ... 5
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS ... 10
INTEREST OF MANAGEMENT AND OTHERS IN MATTERS TO BE ACTED UPON ... 10
INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS ... 10
INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS ... 10
MANAGEMENT CONTRACTS ... 10
AUDIT COMMITTEE ... 11
STATEMENT OF CORPORATE GOVERNANCE PRACTICES ... 12
PARTICULARS OF OTHER MATTERS TO BE ACTED UPON ... 13
1. Report and Financial Statements ... 13
2. Fix Number of Directors to be Elected at the Meeting ... 13
3. Election of Directors ... 14
4. Appointment of Auditors ... 15
5. Continuation of the Company in British Columbia ... 16
6. Approval of Long-Term Incentive Plan ... 19
7. The Arrangement ... 23
Background to the Arrangement ... 24
Spin Out and RTO ... 26
Arrangement ... 26
Recommendation of the Board ... 27
Interests of Certain Persons in the Arrangement ... 28
Steps in the Arrangement ... 30

IV -

Completion of the Arrangement ... 26
Procedure for Exchange of Lode Gold Shares ... 32
No Fractional Shares ... 33
Withholding Rights ... 33
Cancellation of Rights after Six Years ... 34
Approval of the Arrangement Resolution ... 34
Court Approval of the Arrangement ... 34
Regulatory Approvals ... 34
Fees and Expenses ... 35
The Arrangement Agreement ... 35
Effective Date and Conditions of the Arrangement ... 35
Representations and Warranties ... 35
Conditions to the Arrangement ... 35
Mutual Covenants ... 36
Covenants of GRM ... 36
GRM Non-Solicitation Covenant ... 37
Amendment and Termination ... 37
Fancamp Rights ... 38
Effect of the Arrangement ... 38
Lode Gold Shareholders ... 38
Canadian Securities Laws and Resale of Securities ... 38
No Collateral Benefit ... 39
U.S. Securities Laws and Resale of Securities ... 40
Arrangement Risk Factors ... 41
Dissent Rights ... 43
Address for Notice ... 45
Proxy Solicitation Requirements ... 45
PRINCIPAL CANADIAN FEDERAL INCOME TAX CONSEQUENCES ... 45
HOLDERS RESIDENT IN CANADA ... 49
HOLDERS NOT RESIDENT IN CANADA ... 52
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS ... 53
INFORMATION CONCERNING LODE GOLD ... 53
INFORMATION CONCERNING SPIN CO ... 53
INFORMATION CONCERNING GRM ... 53
INFORMATION CONCERNING THE RESULTING ISSUER ... 53
INTEREST OF EXPERTS ... 53
OTHER MATTERS ... 54
SCHEDULE "A" - FORM OF ARRANGEMENT RESOLUTION ... A-1
SCHEDULE "B" - PLAN OF ARRANGEMENT ... B-1
SCHEDULE "C" - ARRANGEMENT AGREEMENT ... C-1
SCHEDULE "D" - INTERIM ORDER ... D-1
SCHEDULE "E" - NOTICE OF PETITION ... E-1

SCHEDULE "F" – DISSENT RIGHTS...F-1
SCHEDULE "G" – INFORMATION CONCERNING SPIN CO...G-1
SCHEDULE "H" – INFORMATION CONCERNING GRM...H-1
SCHEDULE "I" – INFORMATION CONCERNING THE RESULTING ISSUER...I-1
SCHEDULE "J" – NEW ARTICLES...J-1
SCHEDULE "K" – CERTAIN CORPORATE DIFFERENCES BETWEEN THE ABCA AND BCBCA...K-1
SCHEDULE "L" – LONG-TERM INCENTIVE PLAN...L-1
SCHEDULE "M" – AUDIT COMMITTEE CHARTER...M-1
SCHEDULE "N" – CORPORATE GOVERNANCE DISCLOSURE...N-1

Capitalized terms hereinafter used are defined in the Glossary of Terms or elsewhere in the Circular.

GENERAL DISCLOSURE INFORMATION

No person has been authorized by the Company to give any information or make any representations in connection with the Arrangement herein described other than those contained in this Circular and, if given or made, any such information or representation must not be relied upon as having been authorized by Lode Gold or Spin Co, as applicable.

References to "management" in this Circular mean the executive officers of Lode Gold, as applicable. Any statements in this Circular made by or on behalf of management are made in such persons' capacities as officers of the Company, as applicable, and not in their personal capacities.

A Lode Gold Securityholder should rely only on the information contained in this Circular and should not rely on certain parts of this Circular to the exclusion of others. The information contained in this Circular is accurate only as of the date of this Circular, regardless of the time of delivery of this Circular.

The unaudited pro forma consolidated financial statements of the Spin Co are based on Lode Gold's management assumptions and adjustments which are inherently subjective. The unaudited pro forma consolidated financial statements may not be indicative of the consolidated financial position and consolidated results of operations that would have occurred if the transactions had taken place on the dates indicated or of the consolidated financial position or consolidated operating results which may be obtained in the future. The consolidated actual financial position and consolidated results of operations of Spin Co for any period following the completion of the Arrangement will likely vary from the amounts set forth in the unaudited pro forma consolidated financial statements and such variation may be material.

This Circular does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities, by any person in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such an offer or solicitation. Neither delivery of this Circular nor any distribution of the securities referred to in this Circular shall, under any circumstances, create an implication that there has been no change in the information set forth herein since the date of this Circular.

All references to securities of Lode Gold in this Circular are provided on a post-Consolidation basis.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

This Circular and the documents incorporated into this Circular by reference contain forward-looking statements and forward-looking information (collectively, the "forward looking statements") within the meaning of applicable Canadian and U.S. securities legislation, including the United States Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, included herein including, without limitation, statements with respect to the Arrangement, the covenants of Lode Gold, the timing for the implementation of the Arrangement and the potential benefits of the Arrangement, the likelihood of the Arrangement being completed, principal steps of the Arrangement, the timing of future activities of and developments related to, Lode Gold and Spin Co, Lode Gold's and Spin Co's anticipated business plans, Shareholder approval of the Arrangement, regulatory approval of the Arrangement, listing of the Spin Co Shares on the TSXV, participation of the Shareholders in the Spin-out Assets, ability of Spin Co to develop the Spin-out Assets, the liquidity of Lode Gold Shares and Spin Co Shares following the Effective Time, costs and timing of exploration and development and capital expenditures related thereto, planned exploration activities, success of exploration activities, estimated exploration budgets, market position, financial and business prospects and financial outlooks of Lode Gold and Spin Co are forward-looking statements.

Any statements that involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often but not always using phrases such as "expects", or

"does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might", or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements and are intended to identify forward-looking statements, which include statements relating to, among other things, the ability of Lode Gold or Spin Co to continue to successfully compete in the market.

These forward-looking statements are based on the beliefs of Lode Gold's management, as well as on assumptions, which such management believes to be reasonable based on information currently available at the time such statements were made. However, there can be no assurance that the forward-looking statements will prove to be accurate. Such assumptions and factors include, among other things, the satisfaction of the terms and conditions of the Arrangement including the approval of the Arrangement's fairness by the Court, and the receipt of the required governmental and regulatory approvals and consents.

By their nature, forward-looking statements are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Lode Gold or Spin Co to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements are subject to a variety of risks, uncertainties and other factors which could cause actual events or results to differ from those expressed or implied by the forward-looking statements, including, without limitation: the Arrangement Agreement may be terminated in certain circumstances, general business, economic, competitive, political, regulatory and social uncertainties, gold price volatility, uncertainty related to mineral exploration properties, risks related to the ability to finance the continued exploration of mineral properties, risks related to Lode Gold and Spin Co not having any proven or provable mineral reserves, history of losses of Lode Gold and expectation of future losses for Lode Gold and Spin Co, risks related to factors beyond the control of Lode Gold or Spin Co, limited business history of Spin Co, risks and uncertainties associated with exploration and mining operations, risks related to the ability to obtain adequate financing for planned development activities, lack of infrastructure at mineral exploration properties, risks and uncertainties relating to the interpretation of drill results and the geology, grade and continuity of mineral deposits, uncertainties related to title to mineral properties and the acquisition of surface rights, risks related to governmental regulations, including environmental laws and regulations and liability and obtaining permits and licences, future changes to environmental laws and regulations, unknown environmental risks for past activities, commodity price fluctuations, risks related to reclamation activities on mineral properties, risks related to political instability and unexpected regulatory change, currency fluctuations and risks associated with a fixed exchange ratio, influence of third party stakeholders, conflicts of interest, risks related to dependence on key individuals, risks related to the involvement of some of the directors and officers of Lode Gold and Spin Co with other natural resource companies, enforceability of claims, the ability to maintain adequate control over financial reporting, risks related to the Lode Gold Shares and Spin Co Shares, including price volatility due to events that may or may not be within such parties' control, disruptions or changes in the credit or security markets, risks related to joint venture operations, actual results of current exploration activities, reserve and resource estimate risk, actual results of current reclamation activities, conclusions of economic evaluations, changes in project parameters as plans continue to be refined, changes in labour costs or other costs of production, labour disputes and other risks of the mining industry, delays in obtaining governmental approvals or financing or in the completion of development or construction activities, the ability to renew existing licenses or permits or obtain required licenses and permits, mining operational and development risk, litigation risks, speculative nature of gold exploration, risks relating to the possibility that such number of Shareholders may exercise their dissent rights so as to cause the Board to believe that completion of the Arrangement would not be in the best interests of Lode Gold, risks related to instability in the global economic climate, community and non-governmental actions and regulatory risks.

This list is not exhaustive of the factors that may affect any of forward-looking statements of Spin Co and Lode Gold. Forward-looking statements are statements about the future and are inherently uncertain. Actual results could differ materially from those projected in the forward-looking statements as a result of the matters set out or incorporated by reference in this Circular generally and certain economic and business factors, some of which may be beyond the control of Lode Gold and Spin Co. Some of the important risks and uncertainties that could affect forward-looking

VII -

statements are described further below under the heading "Particulars of Other Matters to be Acted Upon - The Arrangement - Arrangement Risk Factors", in Schedule "G" to this Circular under the heading "Information Concerning Spin Co - Risk Factors" and in Schedule "H" to this Circular under the heading "Information Concerning GRM - Risk Factors".

Certain of the forward-looking statements and forward-looking information and other information contained herein concerning the mining industry and Lode Gold's general expectations concerning the mining industry, Lode Gold, and Spin Co, are based on estimates prepared by Lode Gold or Spin Co using data from publicly available industry sources as well as from market research and industry analysis and on assumptions based on data and knowledge of this industry which Lode Gold believes to be reasonable. However, although generally indicative of relative market positions, market shares and performance characteristics, these data are inherently imprecise. While Lode Gold is not aware of any misstatement regarding any industry data presented herein, the mining industry involves risks and uncertainties that are subject to change based on various factors.

All forward-looking information attributable to Lode Gold or Spin Co, or persons acting on their behalf, is expressly qualified in their entirety by the cautionary statements set forth above. Readers of this Circular are cautioned not to place undue reliance on the forward-looking information contained in this Circular which reflect the analysis of the management of the Lode Gold and Spin Co, as applicable, as of the date of this Circular. Neither Lode Gold nor Spin Co undertakes any obligation to update forward-looking information except as required by applicable securities laws.

At the Meeting, you will be asked to consider and, if deemed advisable, approve the Arrangement Resolution, the full text of which is reproduced in Schedule "A" to this Circular under the heading "Form of Arrangement Resolution".

DATE OF INFORMATION

Information contained in this Information Circular is as at December 27, 2024, unless otherwise indicated.

REPORTING CURRENCIES AND ACCOUNTING PRINCIPLES

The historical financial statements of Lode Gold and Spin Co contained in this Information Circular are reported in Canadian dollars and have been prepared in accordance with IFRS. All references to dollar amounts in this Information Circular are to Canadian dollars unless stated otherwise or the context otherwise requires.

MARKET AND INDUSTRY DATA

This Circular may include market and industry data that has been obtained from third-party sources, including industry publications, as well as industry data prepared by Lode Gold management on the basis of their knowledge of and experience in the mining industry, including management's estimates and assumptions relating to such industry based on that knowledge. The knowledge of Lode Gold management of such industries has been developed through their respective experience and participation in such industries. Although management of Lode Gold believes such information to be reliable, Lode Gold management has not independently verified any of the data from third-party sources referred to in this Circular or ascertained the underlying economic assumptions relied upon by such sources. References in this Circular to any publications, reports, surveys or articles prepared by third parties should not be construed as depicting the complete findings of the entire publication, report, survey or article. The information in any such publication, report, survey or article is not incorporated by reference in this Circular.

TECHNICAL INFORMATION

This Circular contains disclosure of scientific or technical information for the Spin Co and GRM's mineral projects that is based on the Porcher Property Technical Report (as defined herein), the WIN-Golden Culvert Technical Report (as defined herein), the McIntyre Brook Technical Report (as defined herein) and the Riley Brook Technical Report (as defined herein) (collectively, the "Technical Reports"). The Technical Reports were prepared in accordance with NI 43-101, by or under the supervision of Qualified Persons.

VIII -

Any mineral reserve or resource figures, and scientific, technical or projected economic information or estimates referred to in this Circular are estimates, and no assurances can be given that the information will materialize. Such information is based on expressions of judgment based on knowledge, mining experience, analysis of drilling results and industry practices. Valid estimates made at a given time may significantly change when new information becomes available. While the Issuer believes that the information included in this Listing Statement is well established, the information by its nature is imprecise and depends, to a certain extent, upon statistical inferences which may ultimately prove unreliable. If such estimates of such information are inaccurate or are reduced in the future, this could have a material adverse impact on the Resulting Issuer.

Reference should be made to the full text of the Technical Reports which have been filed with Canadian securities regulatory authorities pursuant to NI 43-101 and are available for review under the Lode Gold, Fancamp and GRM profiles on SEDAR+ at www.sedarplus.ca.

NOTE TO U.S. SECURITY HOLDERS

THE ARRANGEMENT AND THE SECURITIES TO BE ISSUED IN CONNECTION WITH THE ARRANGEMENT HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR SECURITIES REGULATORY AUTHORITIES OF ANY STATE OF THE UNITED STATES, NOR HAS THE SEC OR THE SECURITIES REGULATORY AUTHORITIES OF ANY STATE OF THE UNITED STATES PASSED UPON THE FAIRNESS OR MERITS OF THE ARRANGEMENT OR UPON THE ADEQUACY OR ACCURACY OF THIS CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The New Lode Gold Shares and Resulting Issuer Shares to be received by Lode Gold Shareholders pursuant to the Arrangement (collectively, the "Exchanged Securities"), have not been and will not be registered under the U.S. Securities Act or applicable state Securities Laws, and are being issued in reliance on the exemption from the registration requirements of the U.S. Securities Act set forth in section 3(a)(10) thereof on the basis of the approval of the Court, and similar exemptions from registration under applicable state Securities Laws. Section 3(a)(10) of the U.S. Securities Act exempts the issuance of any securities issued in exchange for one or more bona fide outstanding securities from the general requirement of registration under the U.S. Securities Act where the terms and conditions of the issuance and exchange of such securities have been approved by a court of competent jurisdiction that is expressly authorized by law to grant such approval, after a hearing upon the fairness of the terms and conditions of such issuance and exchange to those to whom the securities will be issued, at which all persons to whom it is proposed to issue the securities have the right to appear and receive timely and adequate notice thereof. The Court is authorized to conduct a hearing at which the fairness of the terms and conditions of the Arrangement will be considered. The Court issued the Interim Order on January 16, 2025 and, subject to the approval of the Arrangement by the Shareholders, a hearing on the Arrangement will be held on March 14, 2025 at 9:45 a.m. All Lode Gold Securityholders are entitled to appear and be heard at this hearing. The Final Order will constitute a basis for the exemption from the registration requirements of the U.S. Securities Act provided by section 3(a)(10) thereof and comparable state securities laws with respect to the Exchanged Securities. Prior to the hearing on the Final Order, the Court will be informed of this effect of the Final Order.

The solicitation of proxies for the Meeting is not subject to the requirements of section 14(a) of the U.S. Exchange Act. Accordingly, the solicitations and transactions contemplated in this Circular are made in the United States for securities of a Canadian issuer in accordance with Canadian corporate and securities laws, and this Circular has been prepared solely in accordance with disclosure requirements applicable in Canada. U.S. Lode Gold Securityholders should be aware that such requirements are different from those of the United States applicable to registration statements under the U.S. Securities Act and proxy statements under the U.S. Exchange Act. Specifically, information concerning the mining operations of Lode Gold and Spin Co contained herein has been prepared in accordance with Canadian disclosure standards, which are not comparable in all respects to United States disclosure standards. The Spin Co Shares will not be listed for trading on any United States stock exchange. The unaudited pro forma and audited and unaudited historical financial statements of Lode Gold, Spin Co and GRM included, or incorporated by reference, in this Circular have been prepared in accordance with Canadian accounting standards and are subject to Canadian auditing and auditor independence standards, which differ from United States GAAP and auditing and auditor independence standards in certain material respects, and thus may not be comparable to financial

IX -

statements of United States companies. In addition, data on mining operations contained or incorporated by reference in this Circular has been prepared in accordance with Canadian disclosure standards, which are not comparable in all respects to United States disclosure standards.

The enforcement by investors of civil liabilities under the United States securities laws may be affected adversely by the fact that Lode Gold and GRM are organized under the laws of the Province of Alberta and the Province of British Columbia, respectively, that their officers and directors are, or will be, primarily residents of countries other than the United States, that the experts named in this Circular are residents of countries other than the United States, and that all or substantial portions of the assets of Lode Gold, Spin Co and GRM and such other persons are, or will be, located outside the United States.

The New Lode Gold Shares and Resulting Issuer Shares will be freely tradable under U.S. federal Securities laws, except by persons who are "affiliates" of Lode Gold, Spin Co or GRM, as applicable, within 90 days prior to completion of the Arrangement or "affiliates" of Lode Gold or the Resulting Issuer, as applicable, following completion of the Arrangement. Persons who may be deemed to be "affiliates" of an issuer include individuals or entities that control, are controlled by, or are under common control with, the issuer, and generally include executive officers and directors of the issuer as well as principal shareholders of the issuer. Any resale of such New Lode Gold Shares or Resulting Issuer Shares by such an affiliate (or former affiliate) may be subject to the registration requirements of the 1933 Act, absent an exemption therefrom. See "U.S. Securities Laws and Resale of Securities". No broker, dealer, salesperson or other person has been authorized to give any information or make any representation other than those contained in this Circular and, if given or made, such information or representation must not be relied upon as having been authorized by Lode Gold, Spin Co or GRM.

SUMMARY OF CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

Pursuant to the Arrangement, a Resident Holder, other than a Resident Dissenting Holder (as defined below), will exchange their Lode Gold Shares for New Lode Gold Shares and Resulting Issuer Shares. Generally, such Resident Holder will not recognize a capital gain (or capital loss) in respect of the exchange of Lode Gold Shares for New Lode Gold Shares and Resulting Issuer Shares, unless such holder chooses to recognize a capital gain (or capital loss), otherwise arising by taking the positive step of reporting the capital gain (or capital loss) in the Lode Gold Shareholder's tax return for the taxation year in which the exchange occurs.

Lode Gold Shares held by Non-Resident Holders, other than Non-Resident Dissenting Holders, as defined below, will be exchanged for New Lode Gold Shares and Resulting Issuer Shares as part of the Arrangement. Such Non-Resident Holder will generally not be taxable in Canada with respect to any capital gains arising on the disposition of Lode Gold Shares pursuant to the Arrangement, provided such shares do not constitute "taxable Canadian property" as defined in the Tax Act.

The foregoing summary is qualified in its entirety by the more detailed summary set forth in this Circular under the heading "Principal Canadian Federal Income Tax Considerations". Lode Gold Shareholders should consult their own tax advisors regarding the Canadian federal income tax consequences of the Arrangement.

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

Lode Gold Shareholders who are resident in, or citizens of, the United States are advised to consult their own tax advisors to determine the particular United States tax consequences to them of the Arrangement in light of their particular situation, as well as any tax consequences that may arise under the laws of any other relevant foreign, state, local, or other taxing jurisdiction. This Circular does not contain a description of the United States tax consequences of the Arrangement or the ownership of Lode Gold Shares, New Lode Gold Shares, Spin Co Shares, or Resulting Issuer Shares.

CAUTIONARY NOTE TO U.S. LODE GOLD SECURITYHOLDERS

Information concerning the properties and operations of Lode Gold, Spin Co and GRM has been prepared in accordance with the requirements of Canadian securities Laws, which differ from the requirements of United States securities Laws. Unless otherwise indicated, all mineral reserve and mineral resource estimates included or incorporated by reference in this Circular have been prepared in accordance with NI 43-101 and the Canadian Institute of Mining, Metallurgy and Petroleum ("CIM") definitions and classification system. NI 43-101 is a rule developed by the Canadian Securities Administrators which established standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects (the "CIM Standards"). Canadian standards, including NI 43-101, differ significantly from the requirements of the SEC, and mineral reserve and mineral resource information contained or incorporated by reference in this Circular may not be comparable to similar information disclosed by U.S. companies subject to the reporting and disclosure requirements of the SEC. Under Canadian rules, inferred mineral resources can only be used in economic studies as provided under CIM Standards. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. Investors are cautioned not to assume that all or any part of an inferred mineral resource is economically or legally mineable. An "inferred mineral resource" is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. Geological evidence is sufficient to imply but not verify geological and grade or quality continuity. An inferred mineral resource has a lower level of confidence than that applying to an indicated mineral resource and must not be converted to a mineral reserve. It is reasonably expected that the majority of inferred mineral resources could be upgraded to indicated mineral resources with continued exploration. Disclosure of contained ounces is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report resources as in place tonnage and grade without reference to unit measures.

The SEC's disclosure rules for mining companies under Item 1300 of Regulation S-K under the Exchange Act ("SK 1300") are not applicable to this Circular and do not require the Lode Gold, Spin Co or GRM to provide disclosure on its mineral properties. Under the SEC Modernization Rules, the definitions of "proven mineral reserves" and "probable mineral reserves" are substantially similar to the corresponding CIM Standards and the SEC definitions recognize "measured mineral resources", "indicated mineral resources" and "inferred mineral resources" which are also substantially similar to the corresponding CIM Standards; however there are differences in the definitions and standards under SK 1300 and the CIM Standards and therefore there is no assurance that the mineral reserve and mineral resource estimates of Lode Gold, Spin Co or GRM, as applicable, under CIM Standards would be the same if Lode Gold, Spin Co or GRM, as applicable, reported under SK 1300.

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GLOSSARY OF TERMS

For the purposes of this section, the following terms shall have the meanings ascribed thereto:

"ABCA" means the Alberta Business Corporations Act, RSA 2000, c B-9;

"Acadian" means Acadian Gold Corp.;

"Acadian Shares" means the common shares of Acadian;

"ACB" has the meaning ascribed thereto under "Principal Canadian Federal Income Tax Consequences – Holders Resident in Canada – Alterations to Share Structure and Articles of the Company and Re-Designation of the Lode Gold Shares";

"Act" or "BCBCA" means Business Corporations Act, S.B.C. 2004, c. 57, as amended;

"Acquisition Proposal" means any proposal or offer made by a third party regarding a merger, amalgamation, statutory arrangement, share exchange, business combination, recapitalization, take-over bid, tender offer, sale, joint venture or other disposition, directly or indirectly, of 20% or more of the assets of GRM in a single transaction or a series of related transactions, reorganization, liquidation, winding-up, sale, issue or redemption of 20% or more of the total number of common shares or rights or interests therein or thereto or similar transactions involving GRM (other than the Arrangement);

"Arrangement" means an arrangement under the provisions of section 288 of the Act, on the terms and conditions set forth in the Plan of Arrangement;

"Arrangement Agreement" means the amended and restated agreement made as of December 27, 2024 between Lode Gold, Spin Co and GRM, including the schedules thereto, as the same may be supplemented or amended from time to time prior to the Effective Date;

"Arrangement Provisions" means Part 9, Division 5 of the Act;

"Arrangement Resolution" means the resolution to be approved by the Shareholders, substantially in the form and content set out in Schedule "A" to this Circular under the heading "Form of Arrangement Resolution";

"Audit Committee" has the meaning ascribed thereto under "Audit Committee";

"Audit Committee Charter" means the audit committee charter of Lode Gold;

"Awardees" has the meaning ascribed thereto under "Particulars of Other Matters to be Acted Upon – Approval of Long-Term Incentive Plan – Summary of Long-Term Incentive Plan";

"Awards" has the meaning ascribed thereto under "Particulars of Other Matters to be Acted Upon – Approval of Long-Term Incentive Plan";

"BC Registrar" has the meaning ascribed thereto under "Particulars of Other Matters to be Acted Upon – Continuation of the Company in British Columbia";

"Beneficial Shareholder" has the meaning ascribed thereto under "Voting of Lode Gold Shares – Advice to Beneficial Shareholders";

"Board" means the board of directors of Lode Gold;

"Broadridge" means Broadridge Financial Solutions Inc.;

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"Business Day" means a day which is not a Saturday, Sunday or statutory holiday in Vancouver, British Columbia;

"CEO" means the Chief Executive Officer;

"CFO" means the Chief Financial Officer;

"CIM" means the Canadian Institute of Mining, Metallurgy and Petroleum;

"CIM Standards" has the meaning ascribed thereto under "Cautionary Note to U.S. Lode Gold Securityholders Concerning Mineral Resource and Reserve Estimates";

"Circular" or "Information Circular" means collectively, the Notice of Meeting and this Information Circular, including all appendices, sent to Shareholders in connection with the Meeting;

"Compensation and Corporate Governance Committee" has the meaning ascribed thereto under "Statement of Corporate Governance Practices - Compensation and Corporate Governance Committee";

"Computershare" means Computershare Trust Company;

"Continuance" has the meaning ascribed thereto under "Particulars of Other Matters to be acted Upon – Continuation of the Company in British Columbia";

"Continuance Dissent Notice" has the meaning ascribed thereto under "Particulars of Other Matters to be Acted Upon – Continuation of the Company in British Columbia – Rights of Dissent in Respect of Continuance";

"Continuance Dissenting Shareholder" has the meaning ascribed thereto under "Particulars of Other Matters to be Acted Upon – Continuation of the Company in British Columbia – Rights of Dissent in Respect of Continuance";

"Continuance Effective Date" has the meaning ascribed thereto under "Particulars of Other Matters to be acted Upon – Continuation of the Company in British Columbia – Effect of Continuance";

"Continuance Resolution" has the meaning ascribed thereto under "Particulars of Other Matters to be acted Upon – Continuation of the Company in British Columbia";

"Convention" the meaning ascribed thereto under "Principal Canadian Federal Income Tax Consequences – Holders Not Resident in Canada - Taxation of Dividends";

"Consolidation" means the 10:1 consolidation of common shares of Lode Gold, effective October 25, 2024;

"Court" means the Supreme Court of British Columbia;

"CRA" means the Canada Revenue Agency;

"CSE" means the Canadian Securities Exchange;

"Depositary" means Odyssey Trust Company;

"Director" means a director of Lode Gold;

"Dissent Procedures" means the rules pertaining to the exercise of Dissent Rights as set forth in section 191 of the ABCA and Article 4 of the Plan of Arrangement;

"Dissent Rights" means the rights of dissent granted in favour of registered holders of Lode Gold Shares in accordance with Article 4 of the Plan of Arrangement;

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"Dissenting Lode Gold Shareholder" means a registered holder of Lode Gold Shares who has duly and validly exercised the Dissent Rights in respect of the Arrangement Resolutions in strict compliance with the Dissent Rights and who is ultimately entitled to be paid fair value for its Lode Gold Shares;

"Dissenting Non-Resident Holder" has the meaning ascribed thereto under "Principal Canadian Federal Income Tax Consequences – Holders Not Resident in Canada – Dissenting Non-Resident Holders";

"Dissenting Resident Holder" has the meaning ascribed thereto under "Principal Canadian Federal Income Tax Consequences – Holders Resident in Canada – Dissenting Shareholders";

"Dissenting Share" has the meaning ascribed thereto under "Particulars of Other Matters to be Acted Upon – The Arrangement – Steps in the Arrangement";

"Dissenting Shareholder" means a registered holder of Lode Gold Shares who dissents in respect of the Arrangement in strict compliance with the Dissent Procedures and who has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights;

"DRS" means Direct Registration System;

"DRS Advice" means a statement that provides information about an investor's DRS positions;

"DSU" has the meaning ascribed thereto under "Particulars of Other Matters to be Acted Upon – Approval of Long-Term Incentive Plan";

"Effective Date" means the date upon which the Arrangement becomes effective in accordance with the Plan of Arrangement and the Final Order, as the board of directors of Lode Gold may determine;

"Effective Time" means 12:01 a.m. on the Effective Date or such other time on the Effective Date as agreed to in writing by Lode Gold, Spin Co and GRM;

"Encumbrance" means any mortgage, hypothec, pledge, assignment, charge, lien, claim, security interest, adverse interest, other third person interest or encumbrance of any kind, whether contingent or absolute, and any agreement, option, right or privilege (whether by Law, contract or otherwise) capable of becoming any of the foregoing;

"Exchanged Securities" has the meaning ascribed thereto under "Particulars of Other Matters to be Acted Upon – The Arrangement – U.S. Securities Laws and Resale of Securities";

"Extension Period" has the meaning ascribed thereto under "Particulars of Other Matters to be Acted Upon – The Arrangement – Background to the Arrangement";

"Fancamp" means Fancamp Exploration Ltd.;

"Fancamp 2% NSR" has the meaning ascribed thereto under "Particulars of Other Matters to be Acted Upon – The Arrangement – Background to the Arrangement";

"Fancamp Rights" has the meaning ascribed thereto under "Particulars of Other Matters to be Acted Upon – The Arrangement – Fancamp Rights";

"Fancamp Term Sheet" means the confidential indicative terms sheet entered into between Fancamp and Lode Gold dated June 28, 2024;

"Fancamp Transaction" has the meaning ascribed thereto under "Particulars of Other Matters to be Acted Upon – The Arrangement – Background to the Arrangement – Investment Agreement";

"Final Order" means the final order of the Court approving the Arrangement;

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"FMV Reduction of a Lode Gold Share" means a reduction in the fair market value of a Lode Gold Share that arises solely as a result of the distribution by Lode Gold of the Spin Co Shares pursuant to the Plan of Arrangement in the amount of $0.19, subject to the requirements of the TSXV;

"Form 51-102F6V" has the meaning ascribed thereto under "Statement of Executive Compensation – Compensation Discussion and Analysis – General";

"GAAP" means the generally accepted accounting principles;

"Golden Culvert Properties" means the Golden Culvert properties located in Selwyn Basin, Tombstone Belt, southeastern Yukon;

"Governmental Entity" means any applicable (i) multinational, federal, provincial, territorial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body or arbitrator, commission, board, bureau or agency, whether domestic or foreign, (ii) any subdivision, agency, commission, board or authority of any of the foregoing, (iii) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing, or (iv) any stock exchange, including the TSX-V and the CSE;

"GRM" means Great Republic Mining Corp.;

"GRM Board" means the board of directors of GRM;

"GRM Shareholders" means the holders of GRM Shares;

"GRM Shares" means the common shares without par value of GRM;

"Holder" has the meaning ascribed thereto under "Principal Canadian Federal Income Tax Consequences";

"IFRS" means the international financial reporting standard;

"Initial Strategic Budget" has the meaning ascribed thereto under "Particulars of Other Matters to be Acted Upon – The Arrangement Agreement – Shareholder’s Agreement";

"Interim Order" means the interim order of the Court approving the Meeting to approve the Arrangement;

"Intermediary" has the meaning ascribed thereto under "Non-Registered Holders";

"Investment Agreement" means the investment agreement signed between Lode Gold and Fancamp on August 26, 2024 in respect of the Fancamp Transaction;

"Investment Agreement Closing Date" means October 9, 2024;

"Law" means all laws, by-laws, rules, regulations, orders, ordinances, protocols, codes, guidelines, instruments, policies, notices, directions and judgments or other requirements of any Governmental Entity;

"Letter of Transmittal" means the letter of transmittal accompanying this Circular mailed to Lode Gold Shareholders;

"Lode Gold" or "Company" means Lode Gold Resources Inc.;

"Lode Gold Class A Shares" means the renamed and redesignated Lode Gold Shares as described under "The Arrangement – Steps in the Arrangement";

"Lode Gold Contribution FMV" means the aggregate of the Yukon Properties FMV, the McIntyre Brook Properties FMV and the amount raised pursuant to the Private Placement;

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"Lode Gold New Shares" has the meaning ascribed thereto under "Particulars of Other Matters to be Acted Upon – The Arrangement – Steps in the Arrangement";

"Lode Gold Note" has the meaning ascribed thereto under "Particulars of Other Matters to be Acted Upon – The Arrangement – Steps in the Arrangement";

"Lode Gold Optionholder" means the holders of Lode Gold Options;

"Lode Gold Options" or "Options" means the stock options to acquire Lode Gold Shares in accordance with the Lode Gold Stock Option Plan, that are outstanding immediately prior to the Effective Time;

"Lode Gold Preferred Shares" means the preferred shares containing terms as more particularly described in Appendix 2 of the Plan of Arrangement;

"Lode Gold Securities" means, collectively, Lode Gold Shares, Lode Gold Options and Lode Gold Warrants;

"Lode Gold Securityholders" means the holders of Lode Gold Shares, Lode Gold Options and Lode Gold Warrants;

"Lode Gold Shareholders" or "Shareholders" means the holders of Lode Gold Shares;

"Lode Gold Shares" or "Shares" means the post-Consolidation common shares without par value of Lode Gold;

"Lode Gold Stock Option Plan" means the existing stock option plan of Lode Gold as updated and amended from time to time;

"Lode Gold Special Warrants" has the meaning ascribed thereto under "Particulars of Other Matters to be Acted Upon – The Arrangement – Investment Agreement";

"Lode Gold Warrantholders" means the holders of Lode Gold Warrants;

"Lode Gold Warrants" or "Warrants" means the share purchase warrants of Lode Gold exercisable to acquire Lode Gold Shares that are outstanding immediately prior to the Effective Time;

"Long-Term Incentive Plan" has the meaning ascribed thereto under "Particulars of Other Matters to be Acted Upon – Approval of Long-Term Incentive Plan";

"Long-Term Incentive Plan Resolution" has the meaning ascribed thereto under "Particulars of Other Matters to be Acted Upon – Approval of Long-Term Incentive Plan – Long-Term Incentive Plan Resolution";

"Management Proxyholders" has the meaning ascribed thereto under "Appointment of Proxyholder";

"McIntyre Brook Properties" means the McIntyre Brook properties located in New Brunswick as further described in the Investment Agreement;

"McIntyre Brook Properties FMV" means the fair market value of the McIntyre Brook Properties, being $1,698,000.

"McIntyre Brook Option Agreements" means the option agreements to acquire a 100% interest in the McIntyre Brook Properties as further described in the Investment Agreement;

"McGovern" means McGovern Hurley LLP;

"Meeting" means the annual general and special meeting of Shareholders, including any adjournment or postponement thereof, to be held on March 10, 2025 for the purposes of, among other things, obtaining the Shareholder approval of the Arrangement;

XVI -

"Meeting Materials" has the meaning ascribed thereto under "Voting of Lode Gold Shares – Advice to Beneficial Shareholders";

"MD&A" means the Company's management's discussion and analysis;

"MLI" has the meaning ascribed thereto under "Principal Canadian Federal Income Tax Consequences – Holders Not Resident in Canada - Exchange of Old Lode Gold Shares for New Lode Gold Shares and Spin Co Shares";

"Named Executive Officer" or "NEO" has the meaning ascribed thereto under "Executive Compensation";

"New Articles" have the meaning ascribed thereto under "Particulars of Other Matters to be Acted Upon - Continuation of the Company in British Columbia";

"New Brunswick Properties" means the McIntyre Brook Properties and Riley Brook Property;

"New Lode Gold Shares" has the meaning ascribed thereto under "Particulars of Other Matters to be Acted Upon – The Arrangement – Steps in the Arrangement";

"NI 52-110" has the meaning ascribed thereto under "Audit Committee – Composition of the Audit Comm";

"MI 61-101" has the meaning ascribed thereto under "Particulars of Other Matters to be Acted Upon – No Collateral Benefit";

"NOBO" has the meaning ascribed thereto under "Non-Registered Holders";

"Non-Resident Holder" has the meaning ascribed thereto under "Principal Canadian Federal Income Tax Consequences – Holders Not Resident in Canada";

"Non-Resident Dissenting Holder" has the meaning ascribed thereto under "Principal Canadian Federal Income Tax Consequences – Holders Not Resident in Canada";

"Non-Registered Securityholder" means a Lode Gold Securityholder who is not a Registered Securityholder;

"Non-Registered Shareholder" means a Lode Gold Shareholder who is not a Registered Shareholder;

"Notice of Articles" means the notice of articles to be adopted by Lode Gold following the Continuation;

"Notice of Meeting" means the notice of meeting to be sent to Shareholders, and holders of Lode Gold Options and Lode Gold Warrants in connection with the Meeting;

"OBO" has the meaning ascribed thereto under "Non-Registered Holders";

"Odyssey" means Odyssey Trust Company;

"Old Lode Gold Shares" has the meaning ascribed thereto under "Particulars of Other Matters to be Acted Upon – The Arrangement – Steps in the Arrangement";

"Option Exercise Price" has the meaning ascribed thereto under "Particulars of Other Matters to be Acted Upon – Approval of Long-Term Incentive Plan – Summary of Long-Term Incentive Plan";

"Optionee" has the meaning ascribed thereto under "Statement of Executive Compensation - Stock Option Plans and Other Incentive Plans";

"Outside Date" has the meaning ascribed thereto under "Particulars of Other Matters to be Acted Upon – The Arrangement - Investment Agreement";

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"Party" means either Lode Gold or Spin Co and "Parties" means, collectively, Lode Gold and Spin Co;

"Penalty Payment" has the meaning ascribed thereto under "Particulars of Other Matters to be Acted Upon – The Arrangement – Background to the Arrangement";

"Plan of Arrangement" means the plan of arrangement attached as Schedule "A" to the Arrangement Agreement and any amendment or variation thereto made in accordance thereof;

"Policy 4.4" has the meaning ascribed thereto under "Particulars of Other Matters to be Acted Upon – Approval of Long-Term Incentive Plan";

"Porcher Option Agreement" means the agreement for the option to acquire a 100% interest in the Porcher Island Project among GRM, Oliver J. Friesen, Christopher R. Paul and Michael A. Blady dated May 17, 2021, as amended on September 15, 2021, December 27, 2022, December 20, 2023, April 4, 2024 (fully agreed and announced August 22, 2024) and September 11, 2024;

"Preferred Holder" means each holder of Lode Gold Preferred Shares;

"Private Placement" means a private placement to be conducted by Lode Gold for aggregate gross proceeds of up to approximately $1,500,000 to be used by Lode Gold to subscribe for Spin Co Shares;

"Proxy Solicitation Materials" has the meaning ascribed thereto under "Non-Registered Holders";

"PSU" has the meaning ascribed thereto under "Particulars of Other Matters to be Acted Upon – Approval of Long-Term Incentive Plan";

"PUC" has the meaning ascribed thereto under "Principal Canadian Federal Income Tax Consequences – Holders Resident in Canada - Exchange of Old Lode Gold Shares for New Lode Gold Shares and Spin Co Shares";

"RDSP" has the meaning ascribed thereto under "Principal Canadian Federal Income Tax Consequences – Holders Resident in Canada - Eligibility for Investment – New Lode Gold Shares and Spin Co Shares";

"Record Date" has the meaning ascribed thereto under "Voting Securities and Principal Holders Thereof";

"Registered Plans" has the meaning ascribed thereto under "Principal Canadian Federal Income Tax Consequences – Holders Resident in Canada - Eligibility for Investment – New Lode Gold Shares and Spin Co Shares";

"Registered Shareholder" or "Registered Lode Gold Shareholder" means a registered holder of Lode Gold Shares;

"Registered Securityholder" or "Registered Lode Gold Securityholder" means a registered holder of Lode Gold Securities;

"Resident Holder" has the meaning ascribed thereto under "Principal Canadian Federal Income Tax Consequences – Holders Resident in Canada";

"Resident Dissenting Holder" has the meaning ascribed thereto under "Principal Canadian Federal Income Tax Consequences";

"RESP" has the meaning ascribed thereto under "Principal Canadian Federal Income Tax Consequences – Holders Resident in Canada - Eligibility for Investment – New Lode Gold Shares and Spin Co Shares";

"Resulting Issuer" means GRM following completion of the Arrangement;

"Resulting Issuer Shares" means the common shares in the capital of the Resulting Issuer;

XVIII -

"RTO" means reverse takeover;

"Riley Brook Property" the Riley Brook property located in New Brunswick as further described in the Investment Agreement;

"Riley Brook Technical Report" means the technical report in respect of the Riley Brook Property titled "43-101F Report The Riley Brook Property Northwestern New Brunswick Victoria County NTS 210/02, 03, 211/14", with an effective date of September 3, 2024;

"RRIF" has the meaning ascribed thereto under "Principal Canadian Federal Income Tax Consequences – Holders Resident in Canada - Eligibility for Investment – New Lode Gold Shares and Spin Co Shares";

"RRSP" has the meaning ascribed thereto under "Principal Canadian Federal Income Tax Consequences – Holders Resident in Canada - Eligibility for Investment – New Lode Gold Shares and Spin Co Shares";

"RSU" has the meaning ascribed thereto under "Particulars of Other Matters to be Acted Upon – Approval of Long-Term Incentive Plan";

"Rule 144" has the meaning ascribed thereto under "The Arrangement - U.S. Securities laws and Resale of Securities";

"Regulation S" has the meaning ascribed thereto under "The Arrangement - U.S. Securities laws and Resale of Securities";

"Section 3(a)(10) Exemption" means the exemption from the registration requirements of the U.S. Securities Act provided by section 3(a)(10) of the U.S. Securities Act;

"Securities Laws" means all applicable securities laws of Canada and the United States, including the Securities Act, the U.S. Securities Act and the U.S. Exchange Act, together with all other applicable provincial and state securities laws, rules and regulations and published policies thereunder, as now in effect and as they may be promulgated or amended from time to time;

"SEC" means the Securities and Exchange Commission;

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

"Share Consideration" means one (1) GRM Share for each Spin Co Share;

"Share Exchange" has the meaning ascribed thereto under "Principal Canadian Federal Income Tax Consequences – Holders Resident in Canada - Exchange of Old Lode Gold Shares for New Lode Gold Shares and Spin Co Shares";

"Shareholders' Agreement" has the meaning ascribed thereto under "Particulars of Other Matters to be Acted Upon – The Arrangement – Investment Agreement";

"SK 1300" means Item 1300 of Regulation S-K under the Exchange Act;

"Special Warrants" has the meaning ascribed thereto under "Particulars of Other Matters to be Acted Upon – The Arrangement – Investment Agreement";

"Special Warrant Financing" has the meaning ascribed thereto under "Particulars of Other Matters to be Acted Upon – The Arrangement – Background to the Arrangement";

"Spin Co" means Spin Co Gold Corp., a company existing under the laws of the Province of British Columbia and a wholly owned subsidiary of Lode Gold;

XIX -

XX -

"Spin Co Additional Financing" has the meaning ascribed thereto under "Particulars of Other Matters to be Acted Upon – The Arrangement – Background to the Arrangement";

"Spin Co Board" means the board of directors of Spin Co;

"Spin Co Note" has the meaning ascribed thereto under "Particulars of Other Matters to be Acted Upon – The Arrangement – Steps in the Arrangement";

"Spin Co Preferred Shares" means the preferred shares containing terms as more particularly described in Appendix 1 of the Plan of Arrangement;

"Spin Co Private Placement" has the meaning ascribed thereto under "Particulars of Other Matters to be Acted Upon – The Arrangement - Investment Agreement";

"Spin Co Shares" means the common shares without par value of Spin Co;

"Spin Co Shareholders" means the holders of Spin Co Shares;

"Spin Out" has the meaning ascribed thereto under "Particulars of Other Matters to be Acted Upon – The Arrangement – Background to the Arrangement";

"Spin-out Assets" means the Yukon Properties, and the interest of Spin Co in the New Brunswick Properties through SpinCo's interest in Acadian;

"Subject Securities" has the meaning ascribed thereto under "Principal Canadian Federal Income Tax Consequences";

"Tax Act" means the Income Tax Act (Canada);

"Tax Proposals" has the meaning ascribed thereto under "Principal Canadian Federal Income Tax Consequences";

"Taxes" has the meaning ascribed thereto under "The Arrangement Agreement – Steps in the Arrangement Agreement – The Arrangement Agreement";

"Technical Committee" has the meaning ascribed thereto under "Statement of Corporate Governance Practices - Technical Committee";

"TFSA" has the meaning ascribed thereto under "Principal Canadian Federal Income Tax Consequences – Holders Resident in Canada - Eligibility for Investment – New Lode Gold Shares and Spin Co Shares";

"TSXV" means the TSX Venture Exchange;

"VIF" has the meaning ascribed thereto under "Non-Registered Holders";

"WIN-Golden Culvert Technical Report" means the technical report in respect of the Yukon Properties titled "Technical Report on the WIN-Golden Culvert Property NTS Sheets 105H15, 105H16, 105I01 and 105I02., 61°57'00" North Latitude, 128°25'00" West Longitude", with an effective date of May 15, 2024;

"Win Option Agreement" means the option agreements to acquire a 100% interest in the Win Property as further described in the Investment Agreement;

"Win Property" means the Win property located in the Tombstone Belt, southeastern Yukon as further described in the Investment Agreement;

"U.S. Exchange Act" means the United States Securities Exchange Act of 1934;

"U.S. Securities Act" means the United States Securities Act of 1933; and

"Yukon Properties" means the Win Property and the Golden Culvert Property.

"Yukon Properties FMV" means the fair market value of the Golden Culvert Properties and the Win Property, being $5,942,000.

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LODE GOLD RESOURCES INC.
100 King St. West, Suite 5700
Toronto, Ontario M5X 1C7

INFORMATION CIRCULAR

Lode Gold Resources Inc. (the "Company" or "Lode Gold") is providing this Information Circular (the "Circular") and a form of proxy in connection with management's solicitation of proxies for use at the Annual General and Special Meeting (the "Meeting") of the holders (the "Shareholders") of common shares ("Lode Gold Shares" or "Shares") of Lode Gold, the holders (the "Lode Gold Optionholders") of options ("Lode Gold Options" or "Options") to purchase Lode Gold Shares and the holders (the "Lode Gold Warrantholders") of warrants ("Lode Gold Warrants") to purchase Lode Gold Shares (Shareholders, Lode Gold Optionholders and Lode Gold Warrantholders together referred to as the "Lode Gold Securityholders") to be held at 810 - 150 9th Ave SW, Calgary, AB, T2P 3H9, at 10:00 a.m. (Calgary Time) on March 10, 2025 and at any adjournment(s) or postponement(s) thereof. The Company will conduct its solicitation by mail and officers and employees of the Company may, without receiving special compensation, also telephone or make other personal contact. The Company will pay the cost of solicitation.

All dollar amounts referenced herein are expressed in Canadian Dollars unless otherwise stated.

APPOINTMENT OF PROXYHOLDER

The purpose of a proxy is to designate persons who will vote the proxy on a Lode Gold Securityholder's behalf in accordance with the instructions given by the Lode Gold Securityholder in the proxy. The persons whose names are printed in the enclosed form of proxy are officers or directors of the Company (the "Management Proxyholders").

A Lode Gold Securityholder has the right to appoint a person other than a Management Proxyholder to represent the Lode Gold Securityholder at the Meeting by striking out the names of the Management Proxyholders and by inserting the desired person's name in the blank space provided or by executing a proxy in a form similar to the enclosed form. A proxyholder need not be a Lode Gold Securityholder.

VOTING BY PROXY

Only registered Lode Gold Securityholders or duly appointed proxyholders are permitted to vote at the Meeting. Common shares of the Company ("Shares") represented by a properly executed proxy will be voted for or against or withheld from voting on each matter referred to in the Notice of Meeting in accordance with the instructions of the Lode Gold Securityholder on any ballot that may be called for and if the Lode Gold Securityholder specifies a choice with respect to any matter to be acted upon, the Shares will be voted accordingly.

If a Lode Gold Securityholder does not specify a choice and the Lode Gold Securityholder has appointed one of the Management Proxyholders as proxyholder, the Management Proxyholder will vote in favour of the matters specified in the Notice of Meeting and in favour of all other matters proposed by management at the Meeting.

The enclosed form of proxy also gives discretionary authority to the person named therein as proxyholder with respect to amendments or variations to matters identified in the Notice of Meeting and with respect to other matters which may properly come before the Meeting. As at the date of this Circular, management of the Company knows of no such amendments, variations or other matters to come before the Meeting.

COMPLETION AND RETURN OF PROXY

A proxy will not be valid unless the completed, dated and signed proxy is received by Odyssey Trust Company ("Odyssey") at Trader's Bank Building, 702 – 67 Yonge Street, Toronto, Ontario, M5E 1J8 no later than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the Meeting or an adjournment or postponement thereof. Registered Lode Gold Securityholders may also email their proxy to [email protected] or use the internet site at https://login.odysseytrust.com/pxlogin to transmit their voting instructions using the 12-digit control number located at the bottom of their proxy. A proxy must be executed by the Lode Gold Securityholder or his or her attorney authorized in writing, or if the Lode Gold Securityholder is a company, under its seal by an officer or attorney thereof duly authorized.

Late proxies may be accepted or rejected by the Chairman of the Meeting at their discretion and the Chairman of the Meeting is under no obligation to accept or reject any particular late proxy. The Chairman of the Meeting may waive or extend the proxy cut-off without notice.

REVOCABILITY OF PROXY

A Lode Gold Securityholder who has given a proxy may revoke it by an instrument in writing executed by the Lode Gold Securityholder or by the Lode Gold Securityholder's attorney authorized in writing or, if the Lode Gold Securityholder is a corporation, by a duly authorized officer or attorney of the corporation, and delivered either to the Company, at 100 King St. West, Suite 5700, Toronto, Ontario M5X 1C7, Canada at any time up to and including the last Business Day preceding the day of the Meeting or any adjournment of it or to the Chairman of the Meeting on the day of the Meeting or any adjournment of it. A revocation of a proxy does not affect any matter on which a vote has been taken prior to the revocation.

If you are a Non-Registered Lode Gold Securityholder (as defined below), please follow the instructions from your bank, broker or other financial intermediary for instructions on how to revoke your voting instructions.

NON-REGISTERED HOLDERS

Only registered Lode Gold Shareholders, Lode Gold Optionholders and Lode Gold Warrantholders or duly appointed proxyholders are permitted to vote at the Meeting. Most Lode Gold Securityholders are non-registered Holders because the securities they own are not registered in their names but are instead registered in the name of the brokerage firm, bank or trust corporation through which they purchased their securities. In addition, a person is not a registered Lode Gold Shareholder in respect of securities which are held on behalf of that person but which are registered either: (a) in the name of an intermediary (an "Intermediary") that the non-registered Holder deals with in respect of its Lode Gold Shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self administered RRSPs, RRIFs, RESPs and similar plans); or (b) in the name of a clearing agency (such as CDS Clearing and Depository Services Inc.) of which the Intermediary is a participant. In accordance with the requirements of NI-54 101 of the Canadian Securities Administrators, Lode Gold has distributed copies of the Notice, this Circular and the instruments of proxy (collectively, the "Proxy Solicitation Materials") to the clearing agencies and Intermediaries for onward distribution to non-registered Holders. Intermediaries are required to forward the Proxy Solicitation Materials to non-registered Holders unless a non-registered Holder has waived the right to receive them under NI 54 101. Very often, Intermediaries will use service companies, such as Broadridge Financial Solutions Inc. ("Broadridge"), to forward the Proxy Solicitation Materials to non-registered Holder.

Generally, non-registered Holders will either:

(a) be given a form of proxy which has already been signed by the Intermediary (typically by facsimile, stamped signature), which is restricted as to the number of securities beneficially owned by the non-registered Holder but which is otherwise incomplete. Because the Intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the non-registered Holder when submitting the proxy. In this case, the non-registered Holder who wishes to submit a proxy should otherwise properly complete the form of proxy and deposit it with Computershare, as provided above; or

(b) more typically, be given a voting instruction form ("VIF") which is not signed by the Intermediary, and which when properly completed and signed by the non-registered Holder and returned to the Intermediary or its service corporation (such

as Broadridge), will constitute voting instructions (often called a “proxy authorization form”) which the Intermediary must follow. Typically, the proxy authorization form will consist of a one page pre printed form. In the alternative, instead of the one page pre printed form, the proxy authorization form will consist of a regular printed proxy form accompanied by a page of instructions which contains a removable label containing a bar code and other information. In order for the form of proxy to validly constitute a proxy authorization form, the non-registered Holder must remove the label from the instructions and affix it to the form of proxy, properly complete and sign the form of proxy and return it to the Intermediary or its service corporation in accordance with the instructions of the Intermediary or its service corporation.

In either case, the purpose of this procedure is to permit non-registered Holders to direct the voting of Lode Gold Shares which they beneficially own. Although non-registered Holders may not be recognized directly at the Meeting for the purpose of voting Lode Gold Shares registered in the name of their broker, agent or nominee, a non-registered Holder may attend the Meeting as a proxy holder for a registered Lode Gold Shareholder and vote in that capacity. non-registered Holders who wish to attend the Meeting and indirectly vote their Lode Gold Shares as proxy holder for the registered Lode Gold Shareholder should contact their broker, agent or nominee well in advance of the Meeting to determine the steps necessary to permit them to indirectly vote their Lode Gold Shares, as a proxy holder. In either case, non-registered Holders should carefully follow the instructions of their Intermediary or its agents, including those regarding when and where the Proxy or proxy authorization form is to be delivered.

The Notice of Meeting and Circular are being provided to Registered Shareholders. Non-registered Holders fall into two categories – those who object to their identity being known to the issuers of securities which they own (“OBOs”) and those who do not object to their identity being made known to the issuers of the securities which they own (“NOBOs”). Subject to the provisions of NI 54 101, issuers may request and obtain a list of their NOBOs from Intermediaries directly or via their transfer agent and may obtain and use the NOBO list for the distribution of Proxy Solicitation Materials directly (not via Broadridge) to such NOBOs. If you are a non-registered Holder and Lode Gold or its agent has sent these materials directly to you, your name, address and information about your holdings of Lode Gold Shares have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding the Lode Gold Shares, as applicable, on your behalf.

Lode Gold has distributed copies of the Notice of Meeting and Circular and indirectly through Intermediaries to the OBO. OBOs can expect to be contacted by Broadridge or their Intermediary or Intermediary’s agents. The Intermediaries (or their service companies) are responsible for forwarding the Notice of Meeting, Circular and VIF to each OBO.

Lode Gold is using notice-and-access to provide Lode Gold Shareholders with electronic access to this Notice and the Information Circular (collectively, the “Lode Gold Meeting Materials”), instead of mailing paper copies. The Lode Gold Meeting Materials are available on Lode Gold’s profile on www.sedarplus.ca and on Lode Gold’s website (https://lodegold.com/investors/2024-agm/). Lode Gold Shareholders will receive a notice in the mail giving instructions on how to request a paper copy of the Information Circular free of charge.

LETTER OF TRANSMITTAL

If you are a registered Lode Gold Shareholder, you are encouraged to complete and return the enclosed Letter of Transmittal together with the certificate(s) representing your common shares and any other required documents and instruments, to the Depositary, Odyssey (at its principal offices in Toronto), in accordance with the instructions set out in the Letter of Transmittal so that if the Arrangement is approved, the consideration for your common shares can be sent to you as soon as possible following the Arrangement becoming effective. The Letter of Transmittal contains other procedural information related to the Arrangement and should be reviewed carefully.

If you hold your common shares through a broker or other person, please contact that broker or other person for instructions and assistance in receiving the new Company shares and Spin Co Shares in exchange for your common shares upon completion of the Arrangement.

This Circular contain a detailed description of the Arrangement and include certain other information to assist you in considering the matters to be voted upon. You are urged to carefully consider all of the information in the accompanying Circular including the documents incorporated by reference therein. If you require assistance, you should consult your financial, legal, or other professional advisors.

QUORUM

The by-laws of the Company provide that a quorum of Lode Gold Shareholders is present at a meeting of Lode Gold Shareholders if at least one (1) person present who holds or represents by proxy not less than ten percent (10%) of the shares entitled to vote at the meeting.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

Voting Shares and Record Date

The authorized share capital of the Company consists of an unlimited number of Lode Gold Shares and an unlimited number of preferred shares. The record date for the determination of Lode Gold Shareholders entitled to receive notice of and to vote at the Meeting is January 20, 2025 (the "Record Date"). Lode Gold Shareholders are entitled to one vote per Lode Gold Share held. As at the Record Date, there were 39,977,415 Lode Gold Shares issued and outstanding. There are no other shares of any class issued and outstanding.

Voting of Lode Gold Shares – General

Only Lode Gold Shareholders whose names are entered in the Company's register of Lode Gold Shareholders at the close of business on the Record Date will be entitled to receive notice of and to vote at the Meeting, provided that, to the extent that: (i) a registered Lode Gold Shareholder has transferred the ownership of any Lode Gold Shares subsequent to the Record Date; and (ii) the transferee of those Lode Gold Shares produces properly endorsed share certificates, or otherwise establishes that he or she owns the Lode Gold Shares and demands, not later than ten days before the Meeting, that his or her name be included on the Lode Gold Shareholder list before the Meeting, the transferee shall be entitled to vote his or her Lode Gold Shares at the Meeting.

Voting of Lode Gold Shares – Advice to Beneficial Shareholders

Only registered holders of Lode Gold Shares, or the persons they appoint as their proxies, are permitted to attend and vote at the Meeting. However, in many cases, Lode Gold Shares beneficially owned by a holder (a "Beneficial Shareholder") are registered either:

(a) in the name of an Intermediary that the Beneficial Shareholder deals with in respect of the Lode Gold Shares. Intermediaries include banks, trust companies, securities dealers or brokers, and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans; or
(b) in the name of a clearing agency (such as The Canadian Depository for Securities Limited).

In accordance with the requirements of National Instrument 54-101 – Communication with Beneficial Owners of a Reporting Issuer of the Canadian Securities Administrators, the Company has distributed copies of the Notice of Meeting, this Management Information Circular and the instrument of proxy (collectively, the "Meeting Materials") to the clearing agencies and Intermediaries for onward distribution to Beneficial Shareholders.

Intermediaries are required to forward the Meeting Materials to Beneficial Shareholders unless a Beneficial Shareholder has waived the right to receive them. Typically, Intermediaries will use a service company (such as Broadridge) to forward the Meeting Materials to Beneficial Shareholders.

Generally, Beneficial Shareholders who have not waived the right to receive the Meeting Materials will:

(a) have received as part of the Meeting Materials a voting instruction form which must be completed, signed and delivered by the Beneficial Shareholder in accordance with the directions on the voting instruction form (voting instruction forms sent by Broadridge permit the completion of the voting instruction form by telephone or through the Internet at www.proxyvotecanada.com); or
(b) less typically, be given a proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature) which is restricted as to the number of Lode Gold Shares beneficially owned by the Beneficial Shareholder but which is otherwise uncompleted. This form of proxy need not be signed by the Beneficial Shareholder. In this

case, the Beneficial Shareholder who wishes to submit a proxy should otherwise properly complete the form of proxy and deposit it with Odyssey at the address referred to above.

The purpose of these procedures is to permit Beneficial Shareholders to direct the voting of the Lode Gold Shares they beneficially own. Should a Beneficial Shareholder wish to attend and vote at the Meeting in person (or have another person attend and vote on behalf of the Beneficial Shareholder), the Beneficial Shareholder should strike out the names of the persons named in the proxy and insert the Beneficial Shareholder's (or such other person's) name in the blank space provided or, in the case of a voting instruction form, follow the corresponding instructions on the form. In either case, Beneficial Shareholders should carefully follow the instructions of their Intermediaries and their service companies. If you have any questions respecting the voting of Lode Gold Shares held through a broker or other intermediary, please contact that broker or other intermediary for assistance.

Only registered Lode Gold Shareholders have the right to revoke a proxy. Beneficial Shareholders who wish to change their vote must, in sufficient time in advance of the Meeting, arrange for their respective Intermediaries to change their vote and if necessary revoke their proxy in accordance with the revocation procedures set forth above.

Voting of Lode Gold Options and Lode Gold Warrants

Only Lode Gold Optionholder and Lode Gold Warrantholders whose names are entered in the Company's register of Lode Gold Options and Lode Gold Warrants, respectively, at the close of business on the Record Date will be entitled to receive notice of and to vote at the Meeting.

Principal Holders of Lode Gold Shares

Set out below are the names of all persons or companies who, to the knowledge of the Directors or executive officers of the Company, beneficially own, directly or indirectly, or exercise control or direction over, voting securities carrying more than 10% of the voting rights attached to all issued and outstanding securities of the Company:

Name	Number of Shares Beneficially Owned Directly or Indirectly, Controlled or Directed	Percentage Of Outstanding Voting Securities
Coast Capital LLC	8,310,717	21.85%
Ronald Tomlinson	9,525,836	25.05%

FINANCIAL STATEMENTS AND AUDITORS' REPORT

The audited financial statements of the Company for the fiscal year ended December 31, 2023, and the auditors' report thereon will be tabled before the Lode Gold Shareholders at the Meeting. The audited financial statements have been approved by the audit committee and the Board. The financial statements can also be found under the Company's profile on SEDAR+ at www.sedarplus.com. No vote by the Lode Gold Shareholders is required to be taken with respect to the financial statements.

STATEMENT OF EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

General

The following information of the Company is provided in accordance with Form 51-102F6V — Statement of Executive Compensation — Venture Issuers.

For the purpose of this Statement of Executive Compensation:

"compensation securities" includes stock options, convertible securities, exchangeable securities and similar instruments including stock appreciation rights, deferred share units and restricted stock units granted or issued by the Company or

one of its subsidiaries (if any) for services provided or to be provided, directly or indirectly to the Company or any of its subsidiaries (if any).

"NEO" or "named executive officer" means:

(a) each individual who, in respect of the Company, during any part of the most recently completed financial year, served as chief executive officer ("CEO"), including an individual performing functions similar to a CEO;

(b) each individual who, in respect of the Company, during any part of the most recently completed financial year, served as chief financial officer ("CFO"), including an individual performing functions similar to a CFO;

(c) in respect of the Company and its subsidiaries, the most highly compensated executive officer other than the individuals identified in paragraphs (a) and (b) at the end of the most recently completed financial year whose total compensation was more than $150,000 for that financial year; and

(d) each individual who would be an NEO under paragraph (c) but for the fact that the individual was not an executive officer of the Company, and was not acting in a similar capacity, at the end of that financial year.

"plan" includes any plan, contract, authorization or arrangement, whether or not set out in any formal document, where cash, compensation securities or any other property may be received, whether for one or more persons.

"underlying securities" means any securities issuable on conversion, exchange or exercise of compensation securities.

For the period ending December 31, 2023, the Company had the following NEOs:

R. Kim Tyler – President and CEO; and
Brendan Blair – CFO;

The board of directors of the Company (the "Board") during the financial year ended December 31, 2023 was comprised of R. Kim Tyler, Scott Rasenberg, Ron Tomlinson, Hashim Ahmed, Gary Nassif, Jonathan Hill, Chad Tappendorf, Martin Stratte and Wendy T. Chan.

Director and NEO Compensation, Excluding Compensation Securities

The following table sets forth information concerning the total compensation paid to the directors and NEOs for the financial years ended December 31, 2023 and December 31, 2022.

Total compensation includes all direct and indirect compensation paid, payable, awarded, granted, given or otherwise provided, directly or indirectly, by the Company to each NEO and each director of the Company, in any capacity, including, for greater certainty, all plan and non-plan compensation, direct and indirect pay, remuneration, economic or financial award, reward, benefit, gift or perquisite paid, payable, awarded, granted, given or otherwise provided to the NEO or director for services provided and for services to be provided, directly or indirectly, to the Company.

Table of Compensation, Excluding Compensation Securities
Name and Position	Year Ended	Salary, Consulting Fee, Retainer or Commission ($)	Bonus ($)	Committee or Meeting Fees ($)	Value of Perquisites ($)[5]	Value of all other Compensation ($)	Total Compensation ($)
Wendy T. Chan[1]Director and Chief Executive Officer	Dec 31 2023	132,500	-	-	-	-	132,500
	Dec 31 2022	-	-	-	-	-	-
Martin Stratte[2]Former Director	Dec 31 2023	-	-	-	-	-	-
	Dec 31 2022	-	-	-	-	-	-
R. Kim Tyler[4]Former President, Former Director and Former Chief Executive Officer	Dec 31 2023	342,708	-	-	-	-	342,708
	Dec 31 2022	175,000	-	-	-	-	175,000
Brendan Blair[5]Former Chief Financial Officer	Dec 31 2023	72,000	-	-	-	-	72,000
	Dec 31 2022	72,000	-	-	-	-	72,000
Scott Rasenberg Director	Dec 31 2023	-	-	-	-	-	-
	Dec 31 2022	-	-	-	-	-	-
Ron Tomlinson Director	Dec 31 2023	-	-	-	-	-	-
	Dec 31 2022	-	-	-	-	-	-
Hashim Ahmed Director	Dec 31 2023	-	-	-	-	-	-
	Dec 31 2022	-	-	-	-	-	-
Gary Nassif[6]Former Director and Former Senior Vice-President	Dec 31 2023	120,000	-	-	-	-	120,000
	Dec 31 2022	96,000	-	-	-	-	96,000
Jonathan Hill Director	Dec 31 2023	-	-	-	-	-	-
	Dec 31 2022	-	-	-	-	-	-
Chad Tappendorf	Dec 31 2023	-	-	-	-	-	-

Director	Dec 31 2022	-	-	-	-	-	-

Notes:

(1) "Perquisites" include perquisites provided to an NEO or director that are not generally available to all employees and that, in aggregate, are greater than: (a) $15,000, if the NEO or director's total salary for the financial year is $150,000 or less, (b) 10% of the NEO or director's salary for the financial year if the NEO or director's total salary for the financial year is greater than $150,000 but less than $500,000, or (c) $50,000 if the NEO or director's total salary for the financial year is $500,000 or greater.
(2) Wendy T. Chan was appointed as a Director on September 11, 2023 and as CEO on December 19, 2023.
(3) Martin Stratte was appointed as a Director on September 11, 2023, and resigned from such role on April 24, 2024.
(4) R. Kim Tyler resigned as President and CEO and Director on December 19, 2023.
(5) Brendan Blair resigned as CFO on July 3, 2024.
(6) Gary Nassif resigned as Senior Vice President and Director on July 3, 2024.

Lode Gold Options and Other Compensation Securities

The following table sets out all compensation securities granted or issued to each director and NEO by the Company or any subsidiary thereof in the financial year ended December 31, 2023 for services provided, or to be provided, directly or indirectly, to the Company or any subsidiary thereof:

Compensation Securities
Name and Position	Type of Compensation Security(1)	Number of Compensation Securities, Number of Underlying Securities and Percentage of Class(2)	Date of Issue or Grant	Issue, Conversion or Exercise Price ($)	Closing Price of Security or Underlying Security on Date of Grant ($)	Closing Price of Security or Underlying Security at Year End ($)	Expiry Date
Wendy T. Chan(3)
Director and Chief Executive Officer	Options	174,089 (9.8%)	9/9/2023	0.50	0.30	0.30	9/9/2028
Martin Stratte(3)
Former Director	Options	30,000 (1.7%)	9/9/2023	0.50	0.30	0.30	9/9/2028
R. Kim Tyler(5)
Former President, Former Director and Former Chief Executive Officer	Options	-	-	-	-	-	-
Brendan Blair(6)
Former Chief Financial Officer	Options	-	-	-	-	-	-
Scott Rasenberg(7)
Director	Options	-	-	-	-	-	-
Ron Tomlinson(6)
Director	Options	-	-	-	-	-	-

| Hashim Ahmed^{(9)}
Director | Options | - | - | - | - | - | - |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Gary Nassif^{(10)}
Former Director and
Former Senior Vice-President | Options | - | - | - | - | - | - |
| Jonathan Hill^{(11)}
Director | Options | - | - | - | - | - | - |
| Chad Tappendorf^{(12)}
Director | Options | - | - | - | - | - | - |

Notes:
(1) Options vested pursuant to the terms of the Lode Gold Stock Option Plan (as defined below). Refer to the disclosure under the heading "Statement of Executive Compensation - Stock Option Plans and Other Incentive Plans" for additional information concerning the Lode Gold Stock Option Plan and Option grants.
(2) Percentage of class based on 1,776,589 Options issued and outstanding as at December 31, 2023.
(3) As at December 31, 2023, Ms. Chan held a total of 174,089 Options to purchase an aggregate of 174,089 Shares
(4) As at December 31, 2023, Mr. Stratte held a total of 30,000 Options to purchase an aggregate of 30,000 Shares
(5) As at December 31, 2023, Mr. Tyler held a total of 280,000 Options to purchase an aggregate of 280,000 Shares.
(6) As at December 31, 2023, Mr. Blair held a total of 65,000 Options to purchase an aggregate of 65,000 Shares.
(7) As at December 31, 2023, Mr. Rasenberg held a total of 100,000 Options to purchase an aggregate of 100,000 Shares.
(8) As at December 31, 2023, Mr. Tomlinson held a total of 100,000 Options to purchase an aggregate of 100,000 Shares.
(9) As at December 31, 2023, Mr. Ahmed held a total of 170,000 Options to purchase an aggregate of 170,000 Shares.
(10) As at December 31, 2023, Mr. Nassif held a total of 185,000 Options to purchase an aggregate of 185,000 Shares.
(11) As at December 31, 2023, Mr. Hill held a total of 170,000 Options to purchase an aggregate of 170,000 Shares.
(12) As at December 31, 2023, Mr. Tappendorf held a total of 130,000 Options to purchase an aggregate of 130,000 Shares.

Exercise of Compensation Securities by Directors and NEOs

There were no compensation securities exercised by the directors or the NEOs in the financial year ended December 31, 2023.

Stock Option Plans and Other Incentive Plans

The Company's current Lode Gold Stock Option Plan permits the granting of Lode Gold Options to Directors, officers, employees, consultants and other service providers ("Optionees") of the Company and its subsidiaries. The Lode Gold Stock Option Plan is intended to afford persons who provide services to the Company an opportunity to obtain an increased proprietary interest in the Company by permitting them to purchase Lode Gold Shares and to aid in attracting as well as retaining and encouraging the continued involvement of such persons with the Company. The Lode Gold Stock Option Plan is administered by the Board.

The Lode Gold Stock Option Plan currently limits the number of Lode Gold Shares that may be issued on exercise of Lode Gold Options to a number not exceeding 10% of the number of Lode Gold Shares which are outstanding from time to time. Lode Gold Options that are cancelled, terminated or expired prior to exercise of all or a portion thereof shall result in the Lode Gold Shares that were reserved for issuance thereunder being available for a subsequent grant of Lode Gold Options pursuant to the Lode Gold Stock Option Plan. As the Lode Gold Stock Option Plan is a rolling plan, the issuance of additional Lode Gold Shares by the Company or the exercise of Lode Gold Options will also give rise to additional availability under the Lode Gold Stock Option Plan.

At the Meeting, Lode Gold will be seeking approval of a long-term incentive plan, the full text of which is set out in Schedule "L" to this Circular under the heading "Long-Term Incentive Plan". For further details see "Particulars of Other Matters to be Acted Upon - Approval of Long-Term Incentive Plan" below.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets forth the number of Lode Gold Shares to be issued upon exercise of outstanding Lode Gold Options issued pursuant to equity compensation plans, the weighted average exercise price of such outstanding Lode Gold Options and the number of Lode Gold Shares remaining available for future issuance under equity compensation plans of the Company as of December 31, 2023.

Plan Category	Number of Shares to be issued upon exercise of outstanding Options	Weighted-average exercise price of outstanding Options	Number of Shares remaining available for future issuance under equity compensation plans (excluding Shares reflected in the first column) (1)
Equity compensation plans approved by Lode Gold Securityholders	1,776,589	1.21	991,061
Equity compensation plans not approved by Lode Gold Securityholders	N/A	N/A	N/A
Total	1,776,589	1.21	991,061

Note:
(1) Based on the number of Shares outstanding on December 31, 2023.

INTEREST OF MANAGEMENT AND OTHERS IN MATTERS TO BE ACTED UPON

Except as disclosed in this Circular, management of the Company is not aware of any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, of any director, director nominee or officer of the Company or any associate or affiliate of such person in any matter to be acted upon at the Meeting other than the election of directors or the appointment of the auditor.

INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as set forth herein or as previously disclosed, the Company is not aware of any material interests, direct or indirect, by way of beneficial ownership or otherwise, of any director or executive officer, proposed nominee for election as a director or any Lode Gold Securityholder holding more than 10% of the voting rights attached to the Lode Gold Shares or any associate or affiliate of any of the foregoing in any transaction in the preceding financial year or any proposed or ongoing transaction of the Company which has or will materially affect the Company.

INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS

No director, executive officer, employee or former director, executive officer or employee of the Company or its subsidiaries nor any of their associates or affiliates, is, or has been at any time since the beginning of the last completed financial year, indebted to the Company or its subsidiaries nor has any such person been indebted to any other entity where such indebtedness is the subject of a guarantee, support agreement, letter of credit or similar arrangement or understanding, provided by the Company except as disclosed in the audited financial statements.

MANAGEMENT CONTRACTS

There are no management functions of the Company that are to any substantial degree performed by a person or company other than the directors or executive officers (or private companies controlled by them, either directly or indirectly) of the Company.

AUDIT COMMITTEE

Audit Committee Charter

The text of the Audit Committee's charter is attached as Schedule "M" to this Circular under the heading "Audit Committee Charter".

Composition of the Audit Committee

The Audit Committee was comprised of the following members as of December 31, 2023:

Name and Office if any	Independent	Financially Literate(1)
Scott Rasenberg
Chairman of the Audit Committee	Yes	Yes
Hashim Ahmed	Yes	Yes
Chad Tappendorf	Yes	Yes

Note:
(1) As defined by National Instrument 52-110 – Audit Committees ("NI 52-110").

Relevant Education and Experience

In addition to each member's general business experience, the education and experience of each person currently appointed to the Audit Committee that is relevant to the performance of his responsibilities as an Audit Committee member is as follows:

Hashim Ahmed, CPA, CA,

Mr. Ahmed is a Chartered Professional Accountant with over 25 years of experience, the past 15 years of which have been focused in the mining industry. Mr. Ahmed is currently Chief Financial Officer of Mandalay Resources since the beginning of 2024. Prior to this, Mr. Ahmed was the CFO and Interim CEO of Nova Royalty (2023), and was CFO of Jaguar Mining (2014-2022) and also held progressively senior positions with Barrick Gold (2008-2014).

Scott Rasenberg, CPA, CA

Mr. Rasenberg is a Chartered Professional Accountant. He is also the President of Rasenberg-Group Limited providing innovative tax solutions, international and domestic, to private and public corporations, partnerships, trusts, and individuals (residents and non-residents of Canada). Mr. Rasenberg is the former Chairman of the Board of California Gold Mining Inc. and the former Vice-President Finance & Administration of J.M.R. Electric Ltd.

Chad Tappendorf, MBA, CFA

Mr. Tappendorf has extensive global private and public equity investment experience and has held board memberships of several companies in the resources, logistics, real estate, and consumer goods industries. Mr. Tappendorf has managed and lead teams of professionals in US$ multi-billion private equity portfolios and led all aspects of the investment process, including due diligence, valuation, and transaction/tax structuring and negotiation. Mr. Tappendorf is a Partner at Coast Capital, an investment firm based in New York, USA.

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.

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Pre-Approval Policies and Procedures

The Audit Committee has not adopted specific policies and procedures for the engagement of non-audit services other than the general requirements under the heading "External Audit" of the Audit Committee Charter which states that the Audit Committee must pre-approve any non-audit services to the Company and the fees for those services.

External Auditor Service Fees

Set forth below is a summary of the total fees paid to the external auditor of the Company for fiscal 2022 and 2023:

	2022	2023
Audit fees	$65,000	$75,107
Audit related fees	-	-
Tax fees	-	-
All other fees	-	-
Total	$65,000	$75,107

Exemption

The Company is a "venture issuer" as defined in NI 52-110 and is relying on the exemption set forth in section 6.1 of NI 52-110, which exempts it from the requirements of Part 3 (Composition of Audit Committee) and Part 5 (Reporting Obligations) of NI 52-110.

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

The Board is committed to a high standard of corporate governance practices. The Board believes that this commitment is not only in the best interest of its shareholders but also promotes effective decision making at the Board level. The Board is of the view that its approach to corporate governance is appropriate for the size of the Company and its present stage of development.

The Board and management of the Company recognize that effective corporate governance is important to the direction and operation of the Company in a manner which ultimately enhances shareholder value. As a result, the Company has developed and implemented, and continues to develop, implement and refine formal policies and procedures which reflect its ongoing commitment to good corporate governance and which establish a culture of integrity, honesty and respect. The Company believes that the corporate governance practices and procedures described below and in Schedule "N" to this Circular, are appropriate for a company such as the Company.

Composition of the Board

As of December 31, 2023, the Board consisted of eight Directors, six of whom were considered independent within the meaning of applicable securities legislation. Gary Nassif and Wendy T. Chan were not independent by virtue of their employment as Senior Vice President and CEO, respectively.

The Board has responsibility for hiring senior management and supervising and overseeing the management of the business of the Company. In addition to the obligations of the Board mandated by law, the Board has responsibility for strategic planning, the selection and monitoring of management and the identification of the principal risks associated with the Company's business. These duties and responsibilities, among others, are set forth in a written mandate of the Board that has been adopted. The Board approves all significant decisions that materially affect the Company before they are implemented and annually approves the key business and financial objectives of the Company.

Certain of the powers, duties and responsibilities of the Board have been delegated to committees of the Board, as described below.

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Committees

During the year ended December 31, 2023 the Board had three committees, the Audit Committee, the Technical Committee and the Compensation and Corporate Governance Committee.

Audit Committee

As of December 31, 2023, the Audit Committee was comprised of Mr. Hashim Ahmed, Mr. Scott Rasenberg and Mr. Chad Tappendorf. All three were considered independent within the meaning of applicable securities legislation. The Audit Committee reviews the annual and quarterly financial statements of the Company and may meet with the external auditors as required. The members of the Audit Committee have direct access to the Company's external auditors and may meet with the external auditors independently of management.

Technical Committee

As of December 31, 2023, the Technical Committee was comprised of Mr. Jon Hill, Mr. R. Kim Tyler, and Mr. Gary Nasif (the "Technical Committee"). The Technical Committee was established to provide geological technical support, guidance and analysis to the Company's management.

Compensation and Corporate Governance Committee

As of December 31, 2023, the Compensation and Corporate Governance Committee was comprised of Gary Nassif, Chad Tappendorf and Ron Tomlinson (the "Compensation and Corporate Governance Committee") whose mandate is to evaluate the Company's governance practices to ensure alignment with corporate objectives and to recommend wages and bonuses to the Board for the Officers working for the Company. All members of the Compensation and Corporate Governance Committee are considered to be independent, with the exception of Mr. Nassif, who accepted a position of Senior Vice President with the Company during 2022.

PARTICULARS OF OTHER MATTERS TO BE ACTED UPON

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

1. Report and Financial Statements

The financial statements of the Company for the year ended December 31, 2023 and the auditors' report thereon will be placed before the Lode Gold Shareholders at the Meeting.

Under securities legislation, the Company is required to send annually a request form to the registered holders and beneficial owners of its securities, other than debt instruments, that the registered holders and beneficial owners may use to request a hard copy of the Company's annual financial statements and related management's discussion and analysis ("MD&A") and/or the Company's interim financial statements and related MD&A. Lode Gold Shareholders who wish to receive a hard copy of the Company's annual financial statements and related MD&A and/or the Company's interim financial statements and related MD&A are encouraged to send the enclosed return card to Odyssey Trust Company, Trader's Bank Building, 702 – 67 Yonge Street, Toronto, Ontario, M5E 1J8.

2. Fix Number of Directors to be Elected at the Meeting

The Lode Gold Shareholders will be asked to consider and, if thought appropriate, to approve and adopt an ordinary resolution fixing the number of directors to be elected at the Meeting. In order to be effective, an ordinary resolution requires the approval of a majority of the votes cast by the Lode Gold Shareholders who vote in respect of the resolution.

At the Meeting, it will be proposed that six (6) directors be elected to hold office until the next annual general meeting or until their successors are elected or appointed. Unless otherwise directed, it is the intention of the management

designees, if named as proxy, to vote in favour of the ordinary resolution fixing the number of directors to be elected at the Meeting at six (6).

3. Election of Directors

At present, the Board may consist of a minimum of three (3) and a maximum of nine (9) directors. The Board has fixed the number of persons to be elected as directors at the Meeting at six (6).

Management does not contemplate that any of the nominees will be unable to serve as a director but, if, prior to the Meeting, any vacancies occur in the proposed nominees herein presented, the proxies shall not be voted with respect to such vacancies.

Lode Gold Shareholders have the option of voting their shares in favour of electing the nominees individually and may therefore vote in favour of all of them, vote in favour of some of them while withholding their votes for others, or withholding their votes for all of the nominees. The persons named in the enclosed form of proxy intend to vote FOR the election of each of the nominees. The Board recommends that you vote FOR the election of each of the nominees.

The following table sets forth, for each of the persons proposed to be nominated for election as directors, all positions and offices with the Company now held by them, their principal occupations during the preceding five years, the periods during which they have served as directors of the Company and its predecessor, and the number of voting shares of the Company beneficially held as of the date of this Circular. Each director elected will hold office until the close of the next annual meeting of Lode Gold Shareholders, or until his or her successor is duly elected or appointed.

Name, Place of Residence and Position with the Company	Principal Occupation For the Past Five Years	Director Since	Number of Voting Shares^{(a)}
Hashim Ahmed, CA^{(2)}
Toronto, Ontario, Canada	CFO Jaguar Mining Inc.	2019	111,000
Jonathan Hill^{(4)}
Brazil, South America	Expert Advisor, Management Committee of Jaguar Mining Corp.	2020	16,571
Chad Tappendorf^{(2)(3)}
New York, NY	Managing Director, Coast Capital Management	2020	-
Ron Tomlinson^{(3)}
Ottawa, Ontario Canada	Chief Executive Officer of R.W. Tomlinson Limited	2021	8,900,836
Scott Rasenberg^{(2)}
London, Ontario Canada	President of Rasenberg Group (January 2016 to present); Vice-President of Finance and Administration of J.M.R. Electric Ltd. (July 2014 to January 2016); Taxation partner of MNP LLP (June 2011 to June 2014) and Taxation senior manager of Collins Barrow LLP (May 2008 to May 2011).	2021	446,250

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| Wendy T. Chan
Vancouver, British Columbia, Canada | CEO, Lode Gold Resources, Inc., Director, Moxie Strategy | 2023 | 140,000 |
| --- | --- | --- | --- |

Notes:

(1) The information as to Lode Gold Shares beneficially owned, not being within the knowledge of the Company, has been provided by the respective Directors.

(2) Member of the Audit Committee.

(3) Member of the Compensation and Corporate Governance Committee.

(4) Member of the Technical Committee.

Corporate Cease Trade Orders or Bankruptcies

To the knowledge of management, no director or proposed director of the Company is, as at the date hereof, or has been, within 10 years before the date hereof, a director or chief executive officer or chief financial officer of any corporation (including the Company) that, while that person was acting in that capacity:

(a) was the subject of a cease trade or similar order or an order that denied the relevant corporation access to any exemption under securities legislation, for a period of more than 30 consecutive days.

(b) was subject to an event that resulted, after the director or officer ceased to be a director or officer, in the corporation being the subject of a cease trade or similar order or an order that denied the relevant corporation access to any exemption under securities legislation, for a period of more than 30 consecutive days; or

(c) is, as the date hereof, or has been within 10 years from the date hereof, a director or executive officer of any company that, while that person was acting in such 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.

Personal Bankruptcies

To the knowledge of management of the Company, no director of the Company has, within the 10 years before the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or became subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold such person's assets.

Penalties or Sanctions

To the knowledge of management of the Company, no director of the Company has: (i) been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, other than penalties for late filing of insider reports; or (ii) been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable Lode Gold Shareholder in deciding whether to vote for a proposed director.

4. Appointment of Auditors

The Company's auditor is McGovern Hurley LLP, Chartered Professional Accountants ("McGovern"). McGovern was first appointed as auditor of the Company on January 9, 2023 after BDO Canada LLP, the Company's former auditor, agreed to resign.

At the Meeting, Lode Gold Shareholders will be asked to vote for the appointment of McGovern Hurley LLP of Toronto, Ontario, as auditors of the Company until the close of the next annual general meeting, at such remuneration as may be approved by the Board.

To be effective, the resolution must be passed by at least a majority of the votes cast at the Meeting. The persons named in the enclosed form of proxy intend to vote FOR this resolution at the Meeting. The Board recommends that you vote FOR the ordinary resolution approving McGovern as the auditor.

5. Continuation of the Company in British Columbia

The Company is currently a corporation governed by the laws of the province of Alberta and is subject to the provisions of the ABCA. At the Meeting, Lode Gold Shareholders will be asked to consider and, if thought appropriate, to approve a special resolution in the form herein provided (the "Continuance Resolution"), authorizing the Board, in its sole discretion, to apply for the discontinuance of the Company from the provincial jurisdiction of Alberta under the ABCA and to continue the Company into the provincial jurisdiction of British Columbia under the BCBCA (the "Continuance"). For corporate and administrative reasons, the Board is of the view that it would be appropriate to complete the Continuance.

In conjunction with the Continuance, Lode Gold Shareholders are also requested to authorize and approve the adoption by the Company of the new notice of articles and articles under the BCBCA in substitution for the existing articles of incorporation and by-laws of the Company and any amendments thereto to date. The proposed form of the articles under the BCBA is attached as Schedule "J" to this Circular under the heading "New Articles" (the "New Articles").

The Continuance will affect certain of the rights of Lode Gold Shareholders as they currently exist under the ABCA. Lode Gold Shareholders should consult their legal advisors regarding implications of the Continuance, which may be of particular importance to them.

The BCBCA permits companies incorporated outside of British Columbia to be continued into British Columbia. On Continuance, the ABCA will cease to apply to the Company and the Company will thereupon become subject to the BCBCA, as if it had been originally incorporated under the BCBCA. The Continuance will not create a new legal entity, affect the continuity of the Company or result in a change to its business, or affect the share capital of the Company or the number of Lode Gold Shares held by each of the Lode Gold Shareholders. The persons elected as directors by the Lode Gold Shareholders at the Meeting will continue to constitute the Board upon the Continuance becoming effective.

Continuance Process

In order to effect the Continuance:

the Continuance Resolution must be approved at the Meeting, authorizing the Company to, among other things, file the Continuance application with the registrar appointed under the BCBCA (the "BC Registrar");
the Company must receive a letter of approval regarding the Continuance application from the Registrar of Corporations (Alberta);
the Company must send to the BC Registrar the Alberta approval letter regarding the Continuance;
the Company must apply to the BC Registrar for a Certificate of Continuance under the BCBCA; and
the Company must file the Certificate of Continuation with the Alberta Registrar, who will then issue a certificate of discontinuance.

Pursuant to the ABCA, the Company is deemed to cease to be a corporation within the meaning of the ABCA on and after the date on which it is deemed to be continued under the laws of the BCBCA pursuant to the issuance of the Certificate of Continuance form the BC Registrar.

Effect of Continuance

Assuming the Continuance Resolution is approved at the Meeting, it is expected that an application will be filed with the BC Registrar for the continuance of the Company under the BCBCA and the procedures outline above will begin as soon as practicable thereafter, as determined by the Board of Directors in its sole discretion, in order to give effect to the Continuance.

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As of the effective date of the Continuance (the "Continuance Effective Date"), the election, duties, resignation and removal of the Company's directors and officers shall be governed by the BCBCA. Each previously outstanding Lode Gold Share will continue to be a Common Share of the Company as a company governed by the BCBCA.

By operation of law, as of the Continuance Effective Date:

the BCBCA will apply to the Company to the same extent as if it had been incorporated under the BCBCA;
the property of the Company prior to the Continuance continues to be the property of the Company;
the Company continues to be liable for its obligations prior to the Continuance;
an existing cause of action, claim or liability to prosecution is unaffected;
a civil, criminal or administrative action or proceeding pending by or against the Company prior to the Continuance may continue to be prosecuted by or against the Company; and
a conviction against, or ruling, order or judgment in favour of or against, the Company prior to the Continuance may be enforced by or against the Company.

Upon completion of the Continuance, the ABCA will cease to apply to the Company and the Company will thereupon become subject to the BCBCA, as if it had been originally incorporated as a British Columbia company.

The Continuance will not create a new legal entity, affect the continuity of the Company or result in a change in its business. The Company will remain subject to the requirements of all applicable securities legislation.

As of the effective date of the Continuance, the Company's current constating documents will be replaced with a notice of articles and the New Articles under the BCBCA that are proposed to be adopted in connection with the Continuance in substantially the form attached hereto as Schedule "J" to this Circular under the heading "New Articles".

If approved and implemented, the Continuance will be completed as soon as reasonably practical following approval at the Meeting.

Governance Differences

In general terms, the BCBCA provides to the Lode Gold Shareholders substantively the same rights as are available to the Lode Gold Shareholders under the ABCA, including rights of dissent and appraisal and rights to bring derivative actions and oppression actions, and is consistent with corporate legislation in most other Canadian jurisdictions; there are, however, some important differences between the two. A non-exhaustive summary comparison of certain provisions of the BCBCA and the ABCA which pertain to the rights of Lode Gold Shareholders is appended to this Circular at Schedule "K" under the heading "Certain Corporate Differences Between the ABCA and BCBCA".

Rights of Dissent in Respect of Continuance

Lode Gold Shareholders have the right to dissent to the Continuation pursuant to section 191(1) of the ABCA, the text of which is set forth in Schedule "F" of this Circular under the heading "Dissent Rights". In the event that the actions approved by the Continuance Resolution become effective, any Lode Gold Shareholder who dissents in accordance with the provisions of section 191(1) of the ABCA (a "Continuance Dissenting Shareholder") will be entitled to be paid by the Company the fair value of the shares held by such Continuance Dissenting Shareholder determined as at the close of business on the last Business Day before the Continuance Resolution was adopted. The procedure for exercising this remedy is set forth in Schedule "F" and should be reviewed carefully.

Persons who are beneficial owners of Lode Gold Shares registered in the name of a broker, custodian, nominee, other intermediary or in some other name who wish to dissent, should be aware that only the registered owner of such securities is entitled to dissent.

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A Lode Gold Shareholder is not entitled to dissent if such Lode Gold Shareholder votes any of the Lode Gold Shares beneficially held by him, her or it in favour of the Continuance Resolution. The execution or exercise of a proxy does not constitute a written objection for the purposes of section 191(1) of the ABCA.

A registered Lode Gold Shareholder who wishes to exercise the dissent right in respect of the Continuance Resolution pursuant to section 191(1) of the ABCA must provide a written objection to the Continuance Resolution (a “Continuance Dissent Notice”) to the Company at:

Lode Gold c/o DuMoulin Black LLP
Attn: Lauren DeGoey
1111 West Hastings Street, 15th Floor, Vancouver BC
[email protected]

The filing of a Continuance Dissent Notice does not deprive a registered Lode Gold Shareholder of the right to vote at the Meeting; however, a registered Lode Gold Shareholder who has submitted a Continuance Dissent Notice and who votes in favour of the Continuance Resolution will no longer be considered a Continuance Dissenting Shareholder with respect to the Lode Gold Shares voted in favour of the Continuance Resolution. A vote against the Continuance Resolution or an abstention will not constitute a Continuance Dissent Notice, but a registered Lode Gold Shareholder need not vote its Lode Gold Shares against the Continuance Resolution in order to dissent.

Failure to adhere strictly to the requirements of section 191(1) of the ABCA and the time frames specified therein may result in the loss or unavailability of rights under that section.

The above is only a summary of the dissenting shareholder provisions of the ABCA, which are technical and complex. The full text of the dissent procedures provided by section 191(1) of the ABCA is set out at Schedule “F” of this Circular under the heading “Dissent Rights”. Lode Gold Shareholders who may wish to dissent should read Schedule “F” carefully and in its entirety. It is suggested that a Lode Gold Shareholder wishing to exercise a right to dissent should seek legal advice, as failure to comply strictly with the provisions of the ABCA may result in the loss or unavailability of the right to dissent.

Shareholder Approval

Unless the Lode Gold Shareholder directs that their Lode Gold Shares are to be withheld from voting in connection with approving the Continuance, the persons named in the enclosed form of proxy intend to vote FOR the Continuance Resolution. To be adopted, this resolution is required to be passed by the affirmative vote at least two-thirds (2/3) of the votes cast at the Meeting in person or by proxy. The text of the resolution is:

"BE IT IS RESOLVED AS A SPECIAL RESOLUTION THAT:

A. the continuance (the “Continuance”) of Lode Gold Resources Inc. (the “Company”) out of Alberta and into British Columbia under the Business Corporations Act (British Columbia) (the “BCBCA”) is hereby authorized and approved;

B. the directors of the Company are hereby authorized to apply to the Registrar of Corporations (the “ABCA Registrar”) under the Business Corporations Act (Alberta) (the “ABCA”) for authorization pursuant to section 189 of the ABCA to discontinue from the ABCA and to apply to the British Columbia Registrar of Companies (the “BCBCA Registrar”) under the Business Corporations Act (British Columbia) (the “BCBCA”) for a Certificate of Continuation continuing the Company as if it had been incorporated under the BCBCA;

C. the Company is hereby authorized to appoint an agent or agents to electronically file a continuation application (the “Continuation Application”) with the BCBCA Registrar and to apply to the ABCA Registrar for authorization permitting the Continuance and to request a Certificate of Discontinuation under the ABCA;

D. subject to the issuance by the BCBCA Registrar of a Certificate of Continuation and without affecting the validity of the Company and the existence of the Company by or under its Articles and By-Laws and any act done thereunder, effective upon issuance of the Certificate of Continuation, the Company adopt the Notice of Articles

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attached to the Continuation Application and the Articles in the form approved by the directors of the Company pursuant to the BCBCA, in substitution for the Articles and By-Laws of the Company pursuant to the ABCA, and all amendments reflected therein and thereto are approved and adopted;

E. on the date and time that the Continuation Application is filed with the BCBCA Registrar, the existing Articles and By-Laws of the Company be replaced with the Notice of Articles contained in the Continuation Application and the Articles, all as approved by the directors of the Company;

F. notwithstanding the passage of this special resolution by the shareholders of the Company, the directors of the Company, in their sole discretion and without further notice to or approval of the shareholders of the Company, may decide not to proceed with the Continuance or otherwise give effect to this special resolution, at any time prior to the Continuance becoming effective; and

G. any officer or director of the Company is authorized, for and on behalf of the Company, to execute and deliver all such documents and instruments and to take such other actions as such officer or director may determine to be necessary or advisable to implement this resolution and the matters authorized hereby including, without limitation, the execution and filing of the Continuation Application and any forms, certificates and undertakings prescribed by or contemplated under the BCBCA or the ABCA."

Management recommends a vote "FOR" the approval of the Continuance Resolution. In the absence of a contrary instruction, the persons designated by management of the Company in the enclosed form of proxy intend to vote FOR the approval of the Continuance Resolution.

Notwithstanding the approval of the Continuance by the Lode Gold Shareholders of the Company, the directors may abandon the Continuance without further approval from the Lode Gold Shareholders. If the Continuation is abandoned, the Company's jurisdiction of incorporation will remain under the ABCA, the Continuance will not be completed and accordingly any exercise of dissent rights will thereafter be inapplicable.

6. Approval of Long-Term Incentive Plan

The Board has approved the adoption of a new "rolling up to 10%" long-term incentive plan (the "Long-Term Incentive Plan") to replace the Company's existing "rolling up to 10%" stock option plan (the "Current Plan"). The Current Plan was last approved at the meeting of shareholders of the Company (the "Meeting") on July 6, 2023.

Pursuant to Policy 4.4 – Security Based Compensation ("Policy 4.4") of the TSXV, the Company is permitted to maintain a 10% "rolling" Security Based Compensation Plan (as defined in Policy 4.4) which reserves a percentage of the issued and outstanding Common Shares for issuance pursuant to stock options of the Company (each an "Option" and collectively, "Options"), deferred share units of the Company ("DSUs"), performance share units of the Company ("PSUs"), stock appreciation rights ("SARs"), and restricted share units of the Company ("RSUs", and together with PSUs, DSUs, SARs and Options, "Awards"). In accordance with Policy 4.4, 10% "rolling" Security Based Compensation Plans must be approved by Lode Gold Shareholders upon adoption and on an annual basis.

Subject to the approval of the TSXV and the Lode Gold Shareholders, it is intended that the Company will adopt an long-term incentive plan in substantially the form attached as Schedule "L" to this Circular (the "Long-Term Incentive Plan"). The Long-Term Incentive Plan will be the Security Based Compensation Plan (as defined in Policy 4.4) of the Company and upon becoming effective, will replace the Company's current Option Plan. The Long-Term Incentive Plan is being placed before Lode Gold Shareholders at the Meeting for approval.

Summary of Long-Term Incentive Plan

The following is a summary of the key provisions of the Long-Term Incentive Plan. The following summary is qualified in all respects by the full text of the Long-Term Incentive Plan. Capitalized terms used in this section and not otherwise defined, have the meanings ascribed thereto in the Long-Term Incentive Plan.

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Pursuant to the Long-Term Incentive Plan attached hereto as Schedule "L", the Board may grant Awards to eligible persons as determined by the Long-Term Incentive Plan. The aggregate number of Shares which may be made available for issuance under the Long-Term Incentive Plan will not exceed 10% of the total number of issued and outstanding Shares from time to time, subject to adjustment as provided in the Long-Term Incentive Plan.

The purpose of the Long-Term Incentive Plan is to advance the interests of the Company and its subsidiaries by (i) promoting a significant alignment between directors, officers, employees and consultants of the Company and its subsidiaries ("Awardees") and the growth objectives of the Company; (ii) associating a portion of Awardees' compensation with the performance of the Company over the long term; and (iii) attracting, motivating and retaining the critical Awardees to drive the business success of the Company.

The following summary of the principal terms of the Long-Term Incentive Plan is qualified in its entirety by reference to the text of the Long-Term Incentive Plan:

The aggregate number of Shares to be delivered upon the exercise of all Awards granted under the Long-Term Incentive Plan shall not exceed 10% of the issued and outstanding Shares at the time of granting Awards (on a non-diluted basis).
Any increase in the issued and outstanding Shares will result in an increase in the available number of Shares issuable upon grant of Awards under the Long-Term Incentive Plan, and any exercises of Options, or settlements of Awards other than Options, will make new grants of Awards available under the Long-Term Incentive Plan, effectively resulting in a re-loading of the number of Awards available to grant under the Long-Term Incentive Plan. If any Awards granted expire or terminate for any reason without having been exercised or settled in full, as applicable, the unissued shares subject thereto shall again be available for the purposes of the Long-Term Incentive Plan.
Subject to the provisions of the Long-Term Incentive Plan and rules of the TSXV, the Board or its delegate shall have authority to interpret the Long-Term Incentive Plan and all Award agreements entered into in connection with the grant of Awards under the Long-Term Incentive Plan, to define the terms used in the Long-Term Incentive Plan and in all Award agreements entered into thereunder, to prescribe, amend and rescind the terms of the Long-Term Incentive Plan and to make all other determinations necessary or advisable for the administration of the Long-Term Incentive Plan.
The price per share at which any Share which is the subject of an Option may be purchased (the "Option Exercise Price") will be established by the Board or its delegate, subject to the rules of the regulatory authorities having jurisdiction over the securities of the Company, provided that the Option Exercise Price shall not be less than the Discounted Market Price (as defined in the policies of the TSXV). The term of each Option will be fixed by the Board or its delegate, but may not exceed 10 years from the date of grant.
Options granted pursuant to the Long-Term Incentive Plan shall be exercisable at such times and on the occurrence of such events, and be subject to such restrictions and conditions, as the Board or its delegate shall in each instance approve, which need not be the same for each grant or for each Awardee. Without limiting the foregoing, the Board or its delegate may permit the exercise of an Option through either a cashless exercise mechanism or net exercise mechanism pursuant to the terms of the Long-Term Incentive Plan and subject to the rules of the TSXV.
DSUs, PSUs, SARs and RSUs may be granted to Awardees as compensation for employment or consulting services or services as a director or officer and may entitle Awardees to receive, for no additional cash consideration, Shares (a) on a deferred basis, in the case of DSUs, (b) upon specific time or other vesting conditions being met, in the case of RSUs, or (c) upon specific performance criteria being satisfied, in the case of PSUs, in each case as determined by the Board or its delegate. The value of RSUs and PSUs is influenced by the fair market value of the underlying Shares, as determined by the Board or its delegate, pursuant to the terms of the Long-Term Incentive Plan.
The Board or its delegate may award dividend equivalents with respect to DSUs, RSUs or PSUs. Such dividend equivalent entitlements may be subject to accrual, forfeiture or payout restrictions as determined by the Board or its delegate and need not be uniform among all DSUs, RSUs or PSUs.
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No Awards, other than Options, shall vest earlier than one year after the date of grant, except with respect to an Awardee who dies or ceases to be eligible under the Long-Term Incentive Plan in connection with a change of control of the Company.
If the expiry date, redemption date or settlement date, as applicable, of any Award would otherwise occur in a blackout period, the expiry date shall be extended to the tenth Business Day following the last day of the blackout period, where “blackout period” means a period of time during which the Company prohibits Awardees from exercising, redeeming or settling their Awards, due to applicable law or policies of the Company.
The maximum number of Shares which may be issued to any one Awardee within any 12 month period under the Long-Term Incentive Plan together with any other Security Based Compensation Plan shall not exceed 5% of the number of Shares outstanding (on a non-diluted basis) from time to time, unless disinterested shareholder approval is obtained pursuant to the policies of the TSXV.
The maximum number of Shares which may be issuable to any one Consultant (as defined in the Long-Term Incentive Plan) within any 12 month period under the Long-Term Incentive Plan together with any other Security Based Compensation Plan shall not exceed 2% of the number of Shares outstanding on a non-diluted basis.
The maximum number of Shares which may be issuable to all Investor Relations Service Providers (as defined in the Long-Term Incentive Plan) within any 12 month period under the Long-Term Incentive Plan together with any other Security Based Compensation Plan shall not exceed 2% of the number of Shares outstanding on a non-diluted basis. Options granted to Investor Relations Service Providers must vest in stages over 12 months with no more than 25% of such Options becoming vested in any three month period. Investor Relations Service Providers may not receive any Award other than Options.
The maximum number of Shares which may be issuable to all Insiders (as defined in TSXV policies) of the Company at any time under the Long-Term Incentive Plan together with any other Security Based Compensation Plan shall not exceed 10% of the Shares outstanding on a non-diluted basis from time to time. The number of Shares issued to Insiders of the Company within any 12 month period under the Long-Term Incentive Plan together with any other Security Based Compensation Plan shall not exceed 10% of the number of outstanding Shares on a non-diluted basis.
In the event of death of an Awardee, unless otherwise determined by the Board or its delegate, (i) the executor or administrator of the Awardee’s estate may exercise any vested Options for a period until the earlier of the original expiry date and 12 months after the date of death, and any unvested Options shall terminate and become void on the date of death; and (ii) any unvested RSUs and PSUs previously credited to the Awardee’s account will vest immediately, and vested RSUs and PSUs will be paid to the Awardee’s estate, with any settlement or redemption to occur within 12 months following the termination date.
Except as may otherwise be provided in an Awardee’s employment agreement or as otherwise determined by the Board or its delegate, if an Awardee’s employment or other relationship with the Company is terminated for any reason other than death, (i) each vested Option held by that Awardee will cease to be exercisable on the earlier of the original expiry date and three months after the termination date; and (ii) any RSUs or PSUs held by the Awardee that have vested before the termination date will be paid to the Awardee, with any settlement or redemption to occur within three months following the termination date. In all cases, any unvested Options, RSUs or PSUs held by the Awardee shall terminate and become void on the date of termination.
Any settlement of DSUs shall only occur after the Awardee’s death or termination of the Awardee’s employment or other relationship with the Resulting Issuer. Each applicable Award agreement will provide the extent to which an Awardee will have the right to retain any DSUs following the Awardee’s death or termination of the Awardee’s employment or other relationship with the Company, provided that settlement must occur within one year following termination. Such provisions shall be determined in the sole discretion of the Board or its delegate, and need not be uniform among all DSUs granted pursuant to the Long-Term Incentive Plan.
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Unless otherwise determined by the Board or its delegate, where an Awardee is terminated for cause, any Options, RSUs, PSUs or DSUs held by the Awardee will be immediately cancelled and forfeited to the Company for no consideration.
In the event of a change of control (as defined in the Long-Term Incentive Plan), unless otherwise provided in the Long-Term Incentive Plan or an Award agreement, the Board or its delegate may deal with any or all outstanding Awards (or any portion thereof) in the manner it deems fair and reasonable in the circumstances of the change of control, including but not limited to cancelling all outstanding awards with or without payment or accelerating vesting and/or expiry of outstanding Awards. Notwithstanding the foregoing, no cancellation, acceleration of vesting, lapsing of restrictions or payment of an Award shall occur if the Board or its delegate determines in its sole discretion prior to the occurrence of a change of control that such Award shall be honored or assumed, or new rights substituted therefor by any successor to the Company or an Affiliate (as defined in TSXV policies), in accordance the terms of the Long-Term Incentive Plan.
Unless restricted by law or TSXV rules, the Board or its delegate may alter, amend, modify, suspend or terminate the Long-Term Incentive Plan or any Award in whole or in part without notice to, or approval from, Shareholders, including, but not limited to, for the purposes of:
making any amendments to the general vesting provisions of any Award;
making any amendments to the general term of any Award as permitted by the Long-Term Incentive Plan;
making any amendments to add covenants or obligations of the Company for the protection of Awardees;
making any amendments not inconsistent with the Long-Term Incentive Plan as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Board, it may be expedient to make, including amendments that are desirable as a result of changes in law or as a "housekeeping" matter; or
making such changes or corrections which are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error.
Lode Gold Shareholder approval is required to make the following amendments to the Long-Term Incentive Plan:
a reduction in the Option Exercise Price of a previously granted Option benefitting an Insider of the Company or one of his/her/its Affiliates (unless done pursuant to Section 4.3 of the Long-Term Incentive Plan);
any amendment or modification which would increase the total number of Shares available for issuance under the Long-Term Incentive Plan (unless done pursuant to Section 4.3 of the Long-Term Incentive Plan);
an increase to the limit on the number of Shares issued or issuable under the Long-Term Incentive Plan to Insiders of the Company (unless done pursuant to Section 4.3 of the Long-Term Incentive Plan);
an extension of the expiry date of an Option other than as otherwise permitted under the Long-Term Incentive Plan;
an extension of the expiry date of an Option issued to Insiders; or
any amendment to the amendment provisions of the Long-Term Incentive Plan.
The Company shall obtain disinterested shareholder approval prior to any of the following actions becoming effective:
the Long-Term Incentive Plan together with all of the Company's other Security Based Compensation Plans, if any, could result at any time in: (i) the number of Shares reserved for issuance under Awards granted to Insiders
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of the Company exceeding 10% of the outstanding Shares at any point in time, (ii) the number of Shares reserved for issuance under Awards granted to Insiders of the Company within a 12-month period exceeding 10% of the outstanding Shares; or (iii) the number of Shares reserved for issuance under Awards granted to any Awardee within a 12-month period exceeding 5% of the outstanding Shares; or

any reduction in the Option Exercise Price of any Option previously granted to Insiders of the Company.

The Long-Term Incentive Plan is a 10% "rolling" plan as defined in Policy 4.4. Under Policy 4.4, the TSXV requires the Company to obtain the approval of Lode Gold Shareholders of the Long-Term Incentive Plan on an annual basis.

Long-Term Incentive Plan Resolution

At the Meeting, Lode Gold Shareholders will be asked to consider, and, if deemed advisable, to approve an ordinary resolution to approve the Long-Term Incentive Plan.

The complete text of the resolution, with or without variation, to be placed before the Meeting authorizing the adoption of the Long-Term Incentive Plan (the "Long-Term Incentive Plan Resolution") will be substantively as follows:

"BE IT HEREBY RESOLVED as an ordinary resolution of the Company that:

the Long-Term incentive plan (the "Long-Term Incentive Plan"), substantially in the form attached as Schedule "L" to the management information circular of the Company dated December 27, 2024, is hereby approved;
the aggregate number of common shares of the Company (the "Shares") which may be made available for issuance under the Long-Term Incentive Plan will not exceed 10% of the total number of issued and outstanding Shares from time to time, subject to adjustment as provided in the Long-Term Incentive Plan;
any director or officer be and is hereby authorized to make any and all additions, deletions and modifications to the Long-Term Incentive Plan as may be necessary or advisable to give effect to this ordinary resolution or as may be required by applicable regulatory authorities including any stock exchange on which the Shares are or will be listed; and
any director or officer be and is hereby authorized, to execute and deliver all such other deeds, documents and other writings and perform such other acts as may be necessary or desirable to give effect to this resolution; and notwithstanding approval of the shareholders of the Company as herein provided, the Board may, in its sole discretion, determine not to adopt the Long-Term Incentive Plan without further approval of the shareholders of the Company."

The form of the Long-Term Incentive Plan Resolution is subject to such amendments as management may propose at the Meeting, but which do not materially affect the substance of the resolution. The full text of the proposed Long-Term Incentive Plan is set out in Schedule "L" to this Circular.

To be adopted, this resolution is required to be passed by a simple majority of Lode Gold Shareholder votes cast in person or by proxy at the Meeting. If Lode Gold Shareholders do not approve the Long-Term Incentive Plan, the current Option Plan will continue to be in effect. The Board unanimously recommends that Lode Gold Shareholders vote in favour of the Long-Term Incentive Plan Resolution. The persons designated as proxyholders in the accompanying Form of Proxy (absent contrary directions) intend to vote FOR the Long-Term Incentive Plan Resolution.

7. The Arrangement

At the Meeting, Lode Gold Securityholders will be asked to consider and, if thought advisable, to pass, the Arrangement Resolution to approve the Arrangement under the BCBCA. The Arrangement, the Plan of Arrangement and the terms of the Arrangement Agreement are summarized below. This summary does not purport to be complete and is qualified in its entirety

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by reference to the Arrangement Agreement and the Plan of Arrangement, which are attached to this Circular as Schedule “B” under the heading “Plan of Arrangement”.

In order to implement the Arrangement, the Arrangement Resolution must be approved by (i) at least 66½% of the votes cast in respect of the Arrangement Resolution by Lode Gold Securityholders, voting as single class, present in person or represented by proxy at the Meeting and (ii) at least 66½% of the votes cast in respect of the Arrangement Resolution by Lode Gold Shareholders present in person or represented by proxy at the Meeting, on the basis of one vote per Lode Gold Share. A copy of the Arrangement Resolution is set out in Schedule “A” of this Circular under the heading “Form of Arrangement Resolution”.

Unless otherwise directed, it is management’s intention to vote FOR the Arrangement Resolution. If you do not specify how you want your Lode Gold Securities voted, the persons named as proxyholders will cast the votes represented by your proxy at the Meeting FOR the Arrangement Resolution.

If the Arrangement is approved at the Meeting, the Final Order approving the Arrangement is issued by the Court and the applicable conditions to the completion of the Arrangement are satisfied or waived, the Arrangement will take effect at the Effective Time on the Effective Date.

Background to the Arrangement

The Arrangement is the result of extensive review of strategic alternatives by Lode Gold followed by lengthy arm’s length negotiations between Lode Gold and Fancamp and GRM. The following is a summary of the key meetings, negotiations, discussions and actions involving the various parties that led to Lode Gold executing the Arrangement Agreement with GRM on October 21, 2024.

Investment Agreement

Initial discussions between Lode Gold and Fancamp were initiated in April 2024 and continued periodically into June, 2024. The parties discussed a number of potential transactions, resulting in the initial negotiation of the Fancamp Term Sheet in May, 2024. The Fancamp Term Sheet, among other things, set forth the proposed indicative terms of an investment and joint venture transaction (the “Fancamp Transaction”) pursuant to which Fancamp, Lode Gold and Spin Co will advance the development of certain mineral properties owned by the parties located in New Brunswick and the Yukon.

On June 28, 2024, the Board approved Fancamp Term Sheet. The Fancamp Term Sheet was subsequently entered into on June 28, 2024.

On August 14, 2024, the Board approved the Investment Agreement and the transactions contemplated thereby. On August 26, 2024, Lode Gold, Spin Co and Fancamp entered into the Investment Agreement. A news release was disseminated by Lode Gold on August 27, 2024.

The Investment Agreement was conditionally approved by the TSXV on September 23, 2024.

Pursuant to the terms and conditions of the Investment Agreement, among other things, on October 9, 2024 (the “Investment Agreement Closing Date”):

Fancamp subscribed for an aggregate of 1,428,571 special warrants (post-Consolidation) of Lode Gold (“Special Warrants”) at an issue price of $0.35 per Special Warrant (the “Special Warrant Financing”) for aggregate gross proceeds to Lode Gold of $500,000. Each Special Warrant shall be automatically convertible upon the earlier of the completion of the Arrangement and March 31, 2025 (the “Outside Date”) into one Lode Gold Share and one Lode Gold Warrant. Each Lode Gold Warrant is exercisable for one Share at a price of $0.05 per Share;
Fancamp invested $2,500,000 into Spin Co in exchange for 19.9% of the issued and outstanding Spin Co Shares;
Fancamp and Spin Co incorporated Acadian, with Spin Co and Fancamp each holding 50% of the issued and outstanding common shares of Acadian (“Acadian Shares”);
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Lode Gold transferred its Golden Culvert property and assigned its interest in and to the Win Property to Spin Co;
Lode Gold assigned its interest in and to the McIntyre Brook Properties to Acadian;
Fancamp transferred its Riley Brook property to Acadian;
Fancamp was granted a 2% net smelter returns royalty by Acadian on the Riley Brook Property (the "Fancamp 2% NSR"). In the event that Spin Co secures reduced net smelter returns royalty and buy-back terms on all, but not less than all, of the McIntyre Brook Properties, pursuant to the terms of the Investment Agreement, Fancamp has agreed to proportionately reduce the Fancamp 2% NSR and buy-back of the Fancamp 2% NSR. Fancamp further agreed not to sell, transfer, assign or otherwise dispose of any of its interest in the Fancamp 2% NSR for a period of 18 months from the Investment Agreement Closing Date;
Fancamp and Spin Co entered into a shareholders' agreement with respect to Acadian (the "Shareholders' Agreement") that provides that Fancamp shall be the operator of the properties held by Acadian; and
Spin Co appointed Rajesh Sharma, a nominee of Fancamp, to its board of directors.

Pursuant to the terms and conditions of the Investment Agreement, following the Investment Agreement Closing Date:

Spin Co has agreed to raise an aggregate of $1,500,000 (the "Spin Co Private Placement") prior to the completion of the Arrangement. In the event that Spin Co fails to raise in whole or in part the aggregate of $1,500,000 pursuant to the Spin Co Private Placement before the date that is 30 days after the Outside Date, Spin Co shall transfer to Fancamp between 7.5% and 15% of the issued and outstanding Acadian Shares, with the actual number of Acadian Shares transferred to be determined based on the amount of funds actually raised by Spin Co under the Spin Co Private Placement.
In the event that (i) Spin Co raises in excess of $1,500,000 pursuant to the Spin Co Private Placement; or (ii) any future financings are undertaken by Spin Co (or the Resulting Issuer) (each, a "Spin Co Additional Financing"), Fancamp, for so long as it holds at least 10% of the issued and outstanding Spin Co, will have the right (but not the obligation) to participate in the Spin Co Additional Financing to maintain its pro rata interest in Spin Co or the Resulting Issuer, as applicable.
Lode Gold will complete the Arrangement on or before the Outside Date. Immediately after completion of the Arrangement, Fancamp shall hold 19.9% of the issued and outstanding shares of the Resulting Issuer before taking into consideration any dilution as a result of any financing in excess of the Spin Co Private Placement.
In the event that Lode Gold fails to complete the Arrangement before the Outside Date, Lode Gold, at its election shall: (i) cause Spin Co to transfer to Fancamp such number of Acadian Shares as is equal to 15% of the issued and outstanding Acadian Shares; or (ii) pay a penalty to Fancamp (the "Penalty Payment"), equal to an annual rate of 6% of $3,000,000 calculated on a pro rata basis, for such number of days as the Arrangement has been delayed up to a maximum of 60 days from the Outside Date (the "Extension Period"), which Penalty Payment shall be paid on the date that is the earlier of (a) the completion date of the Arrangement, and (b) the last day of the Extension Period. In the event that Lode Gold fails to complete the Arrangement before the expiry of the Extension Period, Spin Co shall transfer to Fancamp such number of Acadian Shares as is equal to 15% of the issued and outstanding Acadian Shares.

In addition, pursuant to the terms of the Investment Agreement, in the event that Spin Co undertakes a reverse take-over transaction following completion of a spin out transaction of Spin Co (the "Spin Out") by way of plan of arrangement, Spin Co agrees that Fancamp shall continue to be the holder of 19.9% of the issued and outstanding shares of the resulting issuer following the completion of the reverse take-over transaction, before taking into consideration any dilution as a result of a Spin Co Additional Financing, and (ii) Fancamp with the same rights and obligations with respect to the resulting issuer as the rights and obligations it holds with respect to Spin Co.

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For further information see “Particulars of Other Matters to be Acted Upon – The Arrangement Agreement – Fancamp Rights” below.

A copy of the Investment Agreement is available on the Company’s profile on SEDAR+ (www.sedarplus.ca). For more information on the Shareholders’ Agreement see Schedule “G” of this Circular under the heading “Information Concerning Spin Co”.

Investment Agreement

On the Investment Agreement Closing Date, Fancamp and Spin Co entered into the Shareholders’ Agreement which governs both parties’ rights and obligations as shareholders of Acadian. Pursuant to the terms of the Shareholders’ Agreement, among other things:

The Board of Directors of Acadian shall consist of four (4) directors to be comprised of two nominees of each of Fancamp and Spin Co, with such directors initially being Rajesh Sharma and Charles Tarnocai (as the Fancamp nominees) and Wendy T. Chan and Buddy Doyle (as the Spin Co nominees);
Fancamp will act as the initial operator of the mineral exploration work to be conducted by Acadian;
The initial strategic budget for Acadian to cover work to be completed by May 31, 2025 (the “Initial Strategic Budget”) totals approximately $1.8 million as funded by Fancamp and Spin Co pursuant to the terms of the Investment Agreement, and which includes certain reimbursements to be paid by Spin Co and Acadian to Lode Gold and Fancamp, and certain option payments on the McIntyre Brook property.
Each of Fancamp and Spin Co are subject to straight line dilution, and should one party be diluted to 10% or less, the interest of such party will convert to a 1% net smelter returns royalty.

A copy of the Shareholders’ Agreement is available on the Company’s profile on SEDAR+ (www.sedarplus.ca). For more information on the Shareholders’ Agreement see Schedule “G” of this Circular under the heading “Information Concerning Spin Co”.

Spin Out and RTO

Pursuant to the terms of the Investment Agreement, Lode Gold agreed to complete the Spin Out and directly list the Spin Co Shares on a recognized Canadian stock exchange or complete a reverse take-over. In furtherance of the foregoing, Lode Gold began discussions with GRM in April, 2024. These discussion resulted in the initial negotiation of the GRM Letter of Intent in April, 2024.

Negotiations between management of Lode Gold and GRM regarding the GRM Letter of Intent continued into August, 2024. On August 14, 2024, the Board approved the entering into of the GRM Letter of Intent. The GRM Letter of Intent was subsequently entered into on August 14, 2024.

On October 18, 2024, considered the Arrangement Agreement. After careful consideration including a thorough review of the terms of the Arrangement Agreement, and taking into account the best interests of Lode Gold and the impact on the Lode Gold Securityholders and in consultation with its legal and financial advisors the Board decided to proceed with the Arrangement.

On October 21, 2024, Lode Gold, Spin Co and GRM entered into the Arrangement Agreement and announced the signing of the Arrangement Agreement on October 22, 2024. See below under “Particulars of Other Matters to be Acted Upon – The Arrangement Agreement”. The Arrangement Agreement was amended and restated on December 27, 2024.

Arrangement

At the Meeting, Lode Gold Securityholders will be asked to consider and, if thought advisable, to pass, the Arrangement Resolution to approve the Arrangement under the BCBCA pursuant to the terms of the Arrangement Agreement and the

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Plan of Arrangement. The Arrangement, the Plan of Arrangement and the terms of the Arrangement Agreement are summarized below. This summary does not purport to be complete and is qualified in its entirety by reference to the Arrangement Agreement and the Plan of Arrangement, which have been filed by Lode Gold under its profile on SEDAR+ at www.sedarplus.ca, and which are attached to this Circular as Schedule “B” under the heading “Plan of Arrangement” and Schedule “C” of this Circular under the heading “Arrangement Agreement”.

In order to implement the Arrangement, the Arrangement Resolution must be approved by (i) at least 66½% of the votes cast by the Lode Gold Securityholders, voting as a single class, present in person or by proxy at the Meeting; and (ii) at least 66½% of the votes cast by the Lode Gold Shareholders present in person or by proxy at the Meeting. A copy of the Arrangement Resolution is set out in Schedule “A” of this Circular under the heading “Form of Arrangement Resolution”.

The Board has unanimously determined that the Arrangement is in the best interests of Lode Gold and fair to the Lode Gold Securityholders and recommends that the Lode Gold Securityholders vote FOR the Arrangement Resolution. Unless otherwise directed, it is management's intention to vote FOR the Arrangement Resolution. If you do not specify how you want your Lode Gold Securities voted, the persons named as proxyholders will cast the votes represented by your proxy at the Meeting FOR the Arrangement Resolution.

If the Arrangement is approved at the Meeting and the Final Order approving the Arrangement is issued by the Court and the applicable conditions to the completion of the Arrangement are satisfied or waived, the Arrangement will take effect commencing at the Effective Time (which will be at 12:01 a.m. (Pacific time)) on the Effective Date.

Management of Lode Gold believes that there is potentially greater value that could be recognized in the Spin Out Assets if those interests were held and operated separately, rather than continuing to be held solely by Lode Gold.

Following completion of the Arrangement, Lode Gold Shareholders will continue to hold Lode Gold Shares and will be issued 0.5739 of a Spin Co Share for every Lode Gold Share held and each Spin Co Share will immediately thereafter be exchanged for one (1) Resulting Issuer Share. The Resulting Issuer is a publicly traded reporting issuer on the CSE.

Lode Gold, following the Arrangement, will continue to be engaged in the exploration and development of the Fremont Gold Project located in Mariposa County, central California. The Resulting Issuer will be engaged in the exploration and development of the Yukon Properties and, through its interest in Acadian, the New Brunswick Properties. For further information regarding the Resulting Issuer, see Schedule "I" of this Circular under the heading "Information Concerning the Resulting Issuer".

Recommendation of the Board

Lode Gold has reviewed the terms and conditions of the proposed Arrangement and has concluded that the Arrangement is fair and reasonable to its Shareholders and in the best interests of Lode Gold.

In arriving at this conclusion, the Board considered, among other matters:

Separation of Assets. It is expected the separation of the Spin-out Assets from Lode Gold's assets will provide a separate valuation of both the businesses of Lode Gold and the Resulting Issuer and will permit management to advance both the businesses of Lode Gold and the Resulting Issuer in a more focused and efficient manner.
Continued Participation by Lode Gold Shareholders in the Spin-out Assets Through the Resulting Issuer. Lode Gold Shareholders, through their ownership of Resulting Issuer Shares, will also participate in the Spin-out Assets.
Continued Participation by Lode Gold Shareholders in the Lode Gold Business. Lode Gold Shareholders, through their ownership of all the issued and outstanding Lode Gold Shares, will continue to participate in the value associated with the development, operation, and growth of the Lode Gold business.
Continuity of Management. The board of directors and officers of the Resulting Issuer after the Arrangement will initially include certain officers that currently manage Lode Gold, preserving the management know-how and direction of Lode Gold.
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GRM. GRM has agreed to have a minimum cash balance of $250,000 and no liabilities at closing. GRM is a publicly traded reporting issuer on the CSE. Upon completion of the Arrangement, the Resulting Issuer Shares will be listed and posted for trading on the CSE.
Investment Diversification. The creation of two separate companies dedicated to the pursuit of their respective businesses will provide Lode Gold Shareholders with diversification and increased liquidity for their investment portfolios, as they will hold a direct interest in two companies, each of which is focused and valued on different objectives.
Approval of Lode Gold Securityholders, Lode Gold Shareholders and the Court are required. The following required approvals protect the rights of Lode Gold Shareholders: (i) the Arrangement must be approved by (A) at least 66½% of the votes cast by the Lode Gold Securityholders, voting as a single class, present in person or by proxy at the Meeting; and (B) at least 66½% of the votes cast by the Lode Gold Shareholders present in person or by proxy at the Meeting; and (ii) the Arrangement must also be sanctioned by the Court, which will consider the fairness of the Arrangement to Lode Gold Securityholders.
Dissent Rights. Registered Lode Gold Shareholders who oppose the Arrangement may, on strict compliance with the Dissent Procedures, exercise their Dissent Rights and receive the fair value of the Dissent Shares.

The Board also identified disadvantages associated with the Arrangement including the fact that there will be the additional costs associated with running two companies instead of one, that Lode Gold will incur significant expenses in connection with the Arrangement, the uncertainty surrounding CSE approval of the RTO, and that there is no assurance that the proposed Arrangement will result in positive benefits to Shareholders.

The foregoing summary of the information, factors and risk factors considered by the Board are not intended to be exhaustive. In view of the variety of factors, the amount of information and the appropriate risk factors considered in connection with its evaluation of the Arrangement, the Board did not find it practical to, and did not, quantify or otherwise attempt to assign any relative weight to each specific factor or risk factor considered in reaching its conclusion and recommendation. The Board's recommendation was made after considering all of the above-noted factors as well as the information and risk factors referred to elsewhere herein and in light of the Board's knowledge of the business, financial condition and prospects of the Company. In addition, individual members of the Board may have assigned different weights to different factors.

Based on its review of these and other factors, the Board considers the Arrangement to be in the best interests of Lode Gold and fair and reasonable to the Lode Gold Securityholders, and recommends that the Lode Gold Securityholders vote in favour of the Arrangement Resolution.

Unless such authority is withheld, the persons named in the enclosed proxy intend to vote for the approval of the Arrangement Resolution.

The board of directors of Lode Gold recommends that the Lode Gold Securityholders vote in favour of the Arrangement Resolution. Each director of Lode Gold who owns Lode Gold Shares has indicated their intention to vote their Lode Gold Shares, if any, in favour of the Arrangement Resolution.

Interests of Certain Persons in the Arrangement

In considering the recommendation of the Board with respect to the Arrangement, Lode Gold Securityholders should be aware that certain members of the Board and Lode Gold's management have interests in connection with the Arrangement that are, or may be, different from, or in addition to, the interests of Lode Gold Securityholders. These interests include (a) the appointment of Hashim Ahmed, Chad Tappendorf, Jonathan Hill, Ron Tomlinson and Wendy T. Chan to the board of directors of the Resulting Issuer as nominees of Lode Gold; (b) the appointment of Wendy T. Chan and Winfield Ding as officers of the Resulting Issuer; and (c) the covenants of GRM in the Arrangement Agreement regarding the continuation of directors and officers insurance and indemnification agreements after completion of the Arrangement.

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The Board were aware of these interests and considered them, along with the other matters described above, when evaluating and negotiating the Arrangement Agreement and recommending approval of the Arrangement by Lode Gold Securityholders, as applicable.

All benefits received, or to be received, by Hashim Ahmed, Chad Tappendorf, Jonathan Hill, Ron Tomlinson, Wendy T. Chan and Winfield Ding will be solely in connection with their services as a director or officer of the Resulting Issuer. No benefit has been, or will be, conferred for the purpose of increasing the value of consideration payable to any director or senior management of Lode Gold for the Lode Gold Securities held by such person and no benefit is, or will be, conditional on any person supporting the Arrangement.

The table below sets out for each director and senior officer of Lode Gold and the number of Lode Gold Share, Lode Gold Options and Lode Gold Warrants beneficially owned or controlled or directed by each of them and their associates and affiliates that will be entitled to be voted at the Meeting, as of the Record Date.

Name, Province and Country of Residence, and Position with the Company	Number of Shares and % of Class^{(1)}	Number of Options and % of Class^{(2)}	Number of Warrants and % of Class^{(3)}
Wendy T. Chan
Director & CEO
British Columbia, Canada	140,000
0.35%	997,992
30.00%	40,000
0.27%
Buddy Doyle
Vice President Exploration
British Columbia, Canada	62,143
0.16%	83,635
2.51%	-
Winfield Ding
CFO
Alberta, Canada	66,000
0.17%	99,799
2.76%	52,500
0.35%
Hashim Ahmed
Director, Chair of the Board
Ontario, Canada	111,000
0.28%	359,297
10.80%	1,000
0.01%
Chad Tappendorf
Director
New York, USA	9,542,217
23.87%	264,166
7.94%	-
Jonathan Hill
Director
Brazil, South America	16,571
0.04%	332,664
10.00%	8,285
0.06%

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Ron Tomlinson	9,525,836	234,166	2,200,000^{(4)}
Director	23.83%	7.04%	14.68%
Ontario, Canada
Scott Rasenberg	446,250	286,091	1,000
Director	1.12%	8.60%	0.01%
Ontario, Canada

Notes:

(1) Based on 39,977,415 Lode Gold Shares issued and outstanding as at the Record Date. As a group, all current directors and senior officers beneficially own, directly or indirectly, or exercise control or discretion over, as of the Record Date, a total of 18,678,517 Lode Gold Shares, representing approximately 46.72% of the issued and outstanding Lode Gold Shares. Unless otherwise indicated, all securities are held directly.

(2) Based on 3,326,642 Lode Gold Options issued and outstanding as at the Record Date. As a group, all current directors and senior officers beneficially own, directly or indirectly, or exercise control or discretion over, as of the Record Date, a total of 2,657,811 Lode Gold Options, representing approximately 81.10% of the issued and outstanding Lode Gold Options. Unless otherwise indicated, all securities are held directly.

(3) Based on 14,986,693 Lode Gold Warrants issued and outstanding as at the Record Date. As a group, all current directors and senior officers beneficially own, directly or indirectly, or exercise control or discretion over, as of the Record Date, a total of 2,302,785 Lode Gold Warrants, representing approximately 15.37% of the issued and outstanding Lode Gold Warrants. Unless otherwise indicated, all securities are held directly.

(4) Held through R.W. Tomlinson Ltd.

Steps in the Arrangement

Under the Plan of Arrangement, on the Effective Date, the following shall occur and be deemed to occur in the following order without any further act or formality, at the Effective Time:

(a) each Lode Gold Share outstanding in respect of which a Dissenting Shareholder has validly exercised his, her or its Dissent Rights (each, a "Dissenting Share") will be directly transferred and assigned by such Dissenting Shareholder to Lode Gold, without any further act or formality and free and clear of any liens, charges and encumbrances of any nature whatsoever, and will be cancelled and cease to be outstanding and such Dissenting Shareholders will cease to have any rights as Shareholders other than the right to be paid the fair value for their Lode Gold Shares by Lode Gold;

(b) the authorized share capital of Spin Co shall be amended to create an unlimited number of preferred shares, containing terms as more particularly described in Appendix 1 of the Plan of Arrangement (the "Spin Co Preferred Shares"), and the Articles of Spin Co shall be amended to reflect the foregoing amendments;

(c) Lode Gold will be deemed to have automatically exchanged each of its issued and outstanding Spin Co Shares outstanding on the Effective Date for one Spin Co Preferred Share;

(d) the authorized capital of Lode Gold will be altered by:

(A) renaming and re-designating all of the issued and unissued Lode Gold Shares as Class A common shares (the "Lode Gold Class A Shares);

(B) creating an unlimited number of common shares with terms identical to the Lode Gold Shares (the "Lode Gold New Shares"); and

(C) creating an unlimited number of preferred shares, containing terms as more particularly described in Appendix 2 of the Plan of Arrangement (the "Lode Gold Preferred Shares"),

and the Articles of Lode Gold shall be amended to reflect the foregoing amendments;

(e) each Lode Gold Shareholder will be deemed to have automatically exchanged each of their issued and outstanding Lode Gold Class A Shares outstanding on the Effective Date for one Lode Gold New Share and 0.5739 of a Lode Gold Preferred Share and, each such Lode Gold Shareholder (other than a Dissenting Lode Gold Shareholder) shall automatically cease to be the holders of the Lode Gold Class A Shares so exchanged. Following the completion of such exchange, the name of each Lode Gold Shareholder shall be removed from the register of shareholders of Lode Gold Class A Shares and instead their name shall be added to the registers of shareholders of Lode Gold New Shares and Lode Gold Preferred Shares as the holder of the number of Lode Gold New Shares and Lode Gold Preferred Shares, deemed to have been received on the exchange, whereupon all of the issued Lode Gold Class A Shares shall be cancelled with the appropriate entries being made in the register of shareholders of Lode Gold Class A Shares. The paid-up capital (as that term is used for purposes of the Tax Act) of the Lode Gold Class A Shares immediately prior to the Effective Date shall be allocated between the Lode Gold New Shares and the Lode Gold Preferred Shares such that the paid-up capital of the Lode Gold New Shares and the Lode Gold Preferred Shares is based on the proportion that the fair market value (as that term is used for purposes of the Tax Act) of the Lode Gold New Shares or the Lode Gold Preferred Shares, as the case may be, is of the fair market value of all new shares issued on exchange. The aggregate fair market value of all Lode Gold Preferred Shares shall be equal to the Lode Gold Contribution FMV;

(f) each holder of Lode Gold Preferred Shares ("Preferred Holder") shall transfer to Spin Co their Lode Gold Preferred Shares. As sole consideration for such transfer, Spin Co will issue to each Preferred Holder a number of Spin Co Shares equal to the number to Lode Gold Preferred Shares so transferred by each Preferred Holder. The aggregate fair market value of the Spin Co Shares so issued by Spin Co shall have a fair market value at that time equal to the aggregate fair market value of the Lode Gold Preferred Shares so transferred to Spin Co;

(g) Spin Co will purchase for cancellation all of the Spin Co Preferred Shares held by Lode Gold for a redemption amount equal to the Lode Gold Contribution FMV and will issue to Lode Gold, as payment thereof, a demand non-interest bearing promissory note having a principal amount and fair market value equal to the Lode Gold Contribution FMV (the "Spin Co Note"). Lode Gold will accept the Spin Co Note as full satisfaction for the purchase price of its Spin Co Shares so purchased for cancellation;

(h) concurrently with the transaction contemplated by Section 3.1(f), Lode Gold will purchase for cancellation all of the Lode Gold Preferred Shares held by Spin Co for a redemption amount equal to the Lode Gold Contribution FMV and will issue to Spin Co as payment thereof, a demand non-interest bearing promissory note having a principal amount and fair market value equal to the Lode Gold Contribution FMV (the "Lode Gold Note"). Spin Co will accept the Lode Gold Note as full satisfaction for the purchase price of its Lode Gold Preferred Shares so purchased for cancellation;

(i) Lode Gold will satisfy the principal amount of the Lode Gold Note by transferring to Spin Co the Spin Co Note that will be accepted by Spin Co as full repayment, by way of set-off, of the Lode Gold Note. Concurrently, Spin Co will satisfy the principal amount of the Spin Co Note by transferring to Lode Gold the Lode Gold Note that will be accepted by Lode Gold as full repayment, by way of set-off, of the Spin Co Note. Following such transfer, the Lode Gold Note and the Spin Co Note will both be marked paid in full and cancelled;

(j) the Lode Gold Class A Shares and the Lode Gold Preferred Shares shall be cancelled and the authorized capital of Lode Gold shall consist solely of the Lode Gold New Shares. The Articles of Lode Gold shall be amended to reflect the foregoing;

(k) the Spin Co Preferred Shares shall be cancelled and the authorized capital of Spin Co shall solely consist of the Spin Co Shares. The Articles of Spin Co shall be amended to reflect the foregoing;

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(l) in order to reflect the FMV Reduction of each Lode Gold Share, the exercise price of each Lode Gold Option outstanding immediately prior to the Effective Time of this Plan of Arrangement will be reduced to reflect the FMV Reduction of a Lode Gold Share (rounded to the nearest cent) and the other terms and conditions of the Lode Gold Options will remain unchanged.

(m) in order to reflect the FMV Reduction of each Lode Gold Share, the exercise price of each Lode Gold Warrant outstanding immediately prior to the Effective Time of this Plan of Arrangement will be reduced to reflect the FMV Reduction of a Lode Gold Share (rounded to the nearest cent), for greater certainty:

(i) the designated trigger price in any Lode Gold Warrant with an acceleration provision will be reduced in proportion to the FMV Reduction of a Lode Gold Share; and
(ii) the other terms and conditions of the Lode Gold Warrants will remain unchanged;

(n) each Spin Co Share outstanding (other than Spin Co Shares held by GRM) shall be transferred to GRM in exchange for the Share Consideration, and:

(i) the holders of such Spin Co Shares shall cease to be the holders thereof and to have any rights as holders of such Spin Co Shares, other than the right to receive the Share Consideration in respect of such Spin Co Shares in accordance with the Plan of Arrangement;
(ii) such holders' names shall be removed as the holders of such Spin Co Shares from the register of Spin Co Shares maintained by or on behalf of Lode Gold; and
(iii) GRM shall be deemed to be the transferee of such Spin Co Shares, free and clear of all Encumbrances, and shall be entered in the register of Spin Co Shares maintained by or on behalf of Spin Co as the holder of such Spin Co Shares;

(o) GRM shall change its name to "Gold Orogen Resources Corp."

Completion of the Arrangement

Subject to the provisions of the Arrangement Agreement, the Arrangement will become effective at 12:01 a.m. (Vancouver time) on the Effective Date, being the date upon which all of the conditions to completion of the Arrangement as set out in the Arrangement Agreement have been satisfied or waived in accordance with the Arrangement Agreement, and all documents agreed to be delivered thereunder have been delivered to the satisfaction of the recipient, acting reasonably. Completion of the Arrangement is expected to occur in late March 2025; however, it is possible that completion may be delayed beyond this period if the conditions to completion of the Arrangement cannot be met on a timely basis.

Procedure for Exchange of Lode Gold Shares

Enclosed with this Circular as sent to Registered Lode Gold Shareholders is the Letter of Transmittal which, when properly completed and duly executed and returned to the Depositary together with a share certificate or share certificates representing Old Lode Gold Shares and all other required documents, will enable each Registered Lode Gold Shareholder to obtain the New Lode Gold Shares and Resulting Issuer Shares to which such Registered Lode Gold Shareholder is entitled to receive on completion of the Arrangement.

The Letter of Transmittal sets out the details to be followed by each Registered Lode Gold Shareholder for delivering the share certificate(s) held by such Registered Lode Gold Shareholder to the Depositary. In order to receive certificates or DRS Advices representing the New Lode Gold Shares and Resulting Issuer Shares which the Registered Lode Gold Shareholder is entitled to receive on completion of the Arrangement, Registered Lode Gold Shareholders must deposit with the Depositary (at the address specified on the last page of the Letter of Transmittal) the applicable validly completed and duly signed Letter of Transmittal together with the share certificate(s) representing the Registered Lode Gold Shareholder's Old Lode Gold Shares and such other documents and instruments as Lode Gold, GRM or the Depositary may reasonably require.

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Provided that a Registered Lode Gold Shareholder has returned a properly completed and executed Letter of Transmittal and has presented and surrendered the share certificate(s) representing such Registered Lode Gold Shareholder's Old Lode Gold Shares to the Depositary, together with such other documents and instruments as Lode Gold, GRM or the Depositary may reasonably require as set forth in the Letter of Transmittal, the Depositary will cause the New Lode Gold Shares and Resulting Issuer Shares to be issued to such Registered Lode Gold Shareholder as such Lode Gold Shareholder is entitled to receive under the Arrangement, less any applicable tax withholdings for each Old Lode Gold Share exchanged pursuant to the Arrangement, in the form of certificates or DRS Advices representing New Lode Gold Shares and Resulting Issuer Shares to be sent to such Registered Lode Gold Shareholder as soon as practicable following the Effective Date. The New Lode Gold Shares and Resulting Issuer Shares issued under the Arrangement will be either: (a) issued and mailed in accordance with the instructions provided by the Registered Lode Gold Shareholder in its Letter of Transmittal; (b) held for pick-up at the offices of the Depositary if directed by the Registered Lode Gold Shareholder in its Letter of Transmittal; or (c) if no instructions are provided by the Registered Lode Gold Shareholder in the Letter of Transmittal, issued in the name of the Registered Lode Gold Shareholder and mailed to the address of the Registered Lode Gold Shareholder as it appears in the register of shareholders of Lode Gold.

A Registered Lode Gold Shareholder that does not deposit a properly completed and executed Letter of Transmittal with the Depositary or who does not surrender the share certificate(s) representing such Registered Lode Gold Shareholder's Old Lode Gold Shares in accordance with the Letter of Transmittal or does not otherwise comply with the requirements of the Letter of Transmittal and the instructions therein will not be entitled to receive New Lode Gold Shares or Resulting Issuer Shares under the Arrangement until the Registered Lode Gold Shareholder deposits with the Depositary a properly completed and executed Letter of Transmittal and the certificate(s) representing the Registered Lode Gold Shareholder's Old Lode Gold Shares.

If the Arrangement is not completed, the Letter of Transmittal will be of no effect and the Depositary will return all deposited share certificate(s) to the Registered Lode Gold Shareholder as soon as possible. The Letter of Transmittal is also available on Lode Gold's website at www.lode-gold.com or under Lode Gold's profile on SEDAR+ at www.sedarplus.ca.

Non-registered (beneficial) Lode Gold Shareholders whose Lode Gold Shares are registered in the name of a broker, investment dealer, bank, trust company, custodian, nominee or other intermediary must contact their nominee to deposit their Lode Gold Shares.

It is recommended that Registered Lode Gold Shareholders complete, sign and return the Letter of Transmittal with the accompanying share certificate(s) representing their Lode Gold Shares to the Depositary as soon as possible.

No Fractional Shares

No fractional New Lode Gold Shares or Resulting Issuer Shares will be distributed to Lode Gold Shareholders pursuant to the Plan of Arrangement and, as a result, all fractional amounts arising out of the Plan of Arrangement will be rounded down to the next whole number without any compensation therefor.

Withholding Rights

Lode Gold, Spin Co, GRM and the Depositary will be entitled to deduct and withhold from any consideration otherwise payable to any Lode Gold Shareholder under the Plan of Arrangement (including any payment to Dissenting Lode Gold Shareholders) such amounts as Lode Gold, Spin Co, GRM or the Depositary is required to deduct and withhold with respect to such payment under the Tax Act, the U.S. Tax Code, and the rules and regulations promulgated thereunder, or any provision of any provincial, state, local or foreign tax law as counsel may advise is required to be so deducted and withheld by Lode Gold, Spin Co, GRM or the Depositary, as the case may be. For the purposes hereof, all such withheld amounts shall be treated as having been paid to the person in respect of which such deduction and withholding was made on account of the obligation to make payment to such person hereunder, provided that such deducted or withheld amounts are actually remitted to the appropriate Governmental Entity by or on behalf of Lode Gold, Spin Co, GRM or the Depositary, as the case may be. To the extent necessary, such deductions and withholdings may be effected by selling any Lode Gold Shares or Resulting Issuer Shares to which any such person may otherwise be entitled under the Plan of Arrangement, and any amount remaining following the sale, deduction and remittance shall be paid to the person entitled thereto as soon as reasonably practicable.

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Cancellation of Rights after Six Years

Subject to any applicable laws relating to unclaimed personal property, any share certificate, letter or other instrument, as applicable, formerly representing outstanding Lode Gold Shares that is not duly surrendered on or before the sixth anniversary of the Effective Date will cease to represent a right, a claim by or interest of any former Lode Gold Shareholder of any kind or nature against or in Lode Gold or GRM. On such date, (i) such Lode Gold Shareholder holder will be deemed to have donated and forfeited to (A) Lode Gold or its successor any New Lode Gold Shares; and (B) GRM or its successor any Resulting Issuer Shares held by the Depositary in trust for such Lode Gold Shareholder to which such Lode Gold Shareholder is entitled and (ii) any certificate representing Lode Gold Shares formerly held by such Lode Gold Shareholder will cease to represent a claim of any nature whatsoever and will be deemed to have been surrendered to Lode Gold and will be cancelled.

Approval of the Arrangement Resolution

At the Meeting, Lode Gold Securityholders will be asked to approve the Arrangement Resolution, the full text of which is set out in Schedule "A" of this Circular under the heading "Form of Arrangement Resolution". In order for the Arrangement to become effective, as provided in the Interim Order and by the BCBCA, the Arrangement Resolution must be approved by (i) at least 66½% of the votes cast by the Lode Gold Securityholders, voting as a single class, present in person or by proxy at the Meeting; and (ii) at least 66½% of the votes cast by the Lode Gold Shareholders present in person or by proxy at the Meeting. Should Lode Gold Securityholders fail to approve the Arrangement Resolution by the requisite majority, the Arrangement will not be completed.

Court Approval of the Arrangement

On January 16, 2025 Lode Gold obtained the Interim Order, a copy of which is attached as Schedule "D" to this Circular under the heading "Interim Order". Subject to the terms of the Arrangement Agreement and, if the Arrangement Resolution is approved at the Meeting, Lode Gold will apply to the Court for the Final Order at the Court House, 800 Smithe Street, Vancouver, British Columbia to be held on or about March 14, 2025 at 9:45 a.m. (Vancouver time) or as soon thereafter as counsel may be heard. Please see the Notice of Hearing and Petition, attached as Schedule "E" to this Circular under the heading "Notice of Petition", with respect to the hearing of the application for the Final Order for further information on participating or presenting evidence at the hearing for the Final Order.

If the Arrangement Resolution is approved by the requisite majorities, then final approval of the Court must be obtained before the Arrangement may proceed. Any Lode Gold Securityholder who wishes to appear or be represented and/or present evidence or arguments at the hearing must file and serve a Response to Petition no later than 4:00 p.m. (Vancouver time) on March 12, 2025, along with any other documents required, all as set out in the Interim Order and Notice of Hearing and Petition and to satisfy any other requirements of the Court. Lode Gold Securityholders are advised to consult their legal advisors as to the necessary requirements.

The Court may approve the Arrangement either as proposed or as amended or any manner the Court may direct, subject to compliance of such terms and conditions, if any, as the Court sees fit. The Court has been advised that the Final Order, if granted, will constitute the basis for the section 3(a)(10) Exemption with respect to the issuance of the Spin Co Shares, New Lode Gold Shares and Resulting Issuer Shares to Lode Gold Shareholders.

Regulatory Approvals

The Lode Gold Shares are currently listed for trading on the TSXV. Lode Gold is a reporting issuer in British Columbia, Alberta and Ontario. Lode Gold must obtain all necessary approvals of the TSXV to the Spin Out. Lode Gold has received the conditional approval of the TSXV for the Spin Out. Lode Gold may not complete the Arrangement and such related transactions until the TSXV is in a position to provide its final approval.

The GRM Shares are currently listed for trading on the CSE. GRM is a reporting issuer in British Columbia, Alberta and Ontario. Other than the approval of the Lode Gold Securityholders, approval of the Spin Co Shareholders, approval of the GRM Shareholders, the Final Order, and the necessary approval of the CSE for the listing of the GRM Shares issuable pursuant to the Arrangement, Lode Gold is not aware of any material approval, consent or other action by any federal, provincial, state

or foreign government or any administrative or regulatory agency that would be required to be obtained in order to complete the Arrangement.

Fees and Expenses

All expenses incurred in connection with the Arrangement and the transactions contemplated thereby will be paid by the Party incurring such expenses.

The Arrangement Agreement

The description of the Arrangement Agreement, both below and elsewhere in this Circular, is a summary only, is not exhaustive and is qualified in its entirety by reference to the terms of the Arrangement Agreement, which is attached as Schedule "C" of this Circular under the heading "Arrangement Agreement".

Effective Date and Conditions of the Arrangement

If the Arrangement Resolution is passed, the Final Order approving the Arrangement is obtained, the requirements of the BCBCA relating to the Arrangement have been complied with and all other conditions disclosed below under the heading "Particulars of Other Matters to be Acted Upon – The Arrangement – Conditions to the Arrangement" are met or waived, the Arrangement will become effective at 12:01 a.m. on the Effective Date.

Representations and Warranties

The Arrangement Agreement contains customary representations and warranties made by GRM to Lode Gold which relate to, among other things, organization and qualification; subsidiaries; authority relative to the Arrangement Agreement; required approvals; no violation of constating documents or certain agreements; capitalization; reporting issuer status and securities Law matters; financial statements; undisclosed liabilities; auditors; absence of certain changes; compliance with laws; sanctions; permits; litigation; insolvency; interest in properties; Taxes; contracts; employment matters; health and safety matters; acceleration of benefits; environment; financial advisors or brokers; GRM Board approval; collateral benefits; indemnification agreements; and employment, severance and change of control agreements.

The Arrangement Agreement also contains certain customary representations and warranties made by Lode Gold and Spin Co to GRM which relate to, among other things, organization and qualification; subsidiaries; authority relative to the Arrangement Agreement; required approvals; no violation of constating documents or certain agreements; capitalization; financial statements; undisclosed liabilities; auditors; absence of certain changes; compliance with laws; litigation; insolvency; Board approval; Spin Co Board approval; and interest in properties.

Conditions to the Arrangement

Completion of the Arrangement is subject to a number of specified mutual conditions being met as of the Effective Time, including, but not limited to:

(a) the Interim Order and Final Order shall have been obtained from the Court on terms acceptable to each of Lode Gold, Spin Co and GRM and shall not have been set aside or modified in a manner unacceptable to any of the parties, on appeal or otherwise;

(b) receipt by Lode Gold and Spin Co of all required approvals including approval by Lode Gold Securityholders of the Arrangement at the Meeting; approval of Spin Co Shareholders of the Arrangement; approval by the respective boards of directors; approval of the TSXV of the Spin Out; and approval of the Arrangement by the Court;

(c) receipt by GRM of all required approvals including by GRM Shareholders of the Arrangement; approval by the GRM board of directors; approval of the CSE of the RTO;

(d) there shall not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by the Arrangement Agreement or the Plan of Arrangement;

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(e) none of the consents, orders, regulations or approvals contemplated by the Arrangement Agreement shall contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by any of the parties hereto, acting reasonably;

(f) no adverse material change shall have occurred in the business, affairs, financial condition or operations of Spin Co or GRM which would have a material adverse effect on the business, assets, financial condition or results of operations of Lode Gold or Spin Co and any subsidiary, taken as a whole;

(g) the Arrangement Agreement shall not have been previously terminated; and

(h) the obligation of each party to complete the Arrangement is subject to the further condition that the covenants of the other party shall have been duly performed;

which conditions may be mutually waived by Lode Gold and Spin Co in whole or in part at any time.

Additionally, the obligations of GRM to complete the transactions contemplated in the Arrangement Agreement are subject to satisfaction of conditions being met as of the Effective Time, which conditions are to the exclusive benefit of GRM and may be waived by it in whole or in part at any time.

The obligations of Lode Gold to complete the transactions contemplated in the Arrangement Agreement are subject to satisfaction of conditions being met as of the Effective Time, including, but not limited to:

(a) GRM Shareholders holding an aggregate of at least 1,875,000 of the issued and outstanding GRM Shares shall have entered into voluntary lock-up agreements for a period of 12 months, with equal quarterly releases of 25% beginning on the third month anniversary of the Effective Date;

(b) GRM having a minimum cash balance of $250,000 and no liabilities;

(c) GRM having completed a consolidation of the GRM Shares on a 8.6:1 basis, or such other ratio as agreed to by Lode Gold and GRM;

(d) GRM having terminated the Porcher Option Agreement; and

(e) GRM entering into an agreement with Fancamp with respect to the Fancamp Rights,

which conditions are to the exclusive benefit of Lode Gold and may be waived by it in whole or in part at any time.

Mutual Covenants

Without limiting the generality of the foregoing, the Parties provided covenants to each other relating to, among other things: (a) using commercially reasonable efforts to perform all obligations under the Arrangement Agreement and fulfilling all conditions; (b) making all necessary filings and applications required in connection with the transactions contemplated by the parties; (c) conducting its affairs in a manner consistent with its representations and warranties; and (d) executing and delivering all required closing documents.

Covenants of GRM

In addition to the mutual covenants set forth above, GRM agreed to certain covenants relating to in material part: (a) providing information to Lode Gold and Spin Co in order to allow for, and cooperating with, the completion of due diligence; (b) conducting its business in the ordinary course; (c) refraining from amending its capital, issuing shares, settling outstanding issues, making acquisitions, entering into material arrangements or incurring indebtedness, except with the consent of the Lode Gold and Spin Co; (d) refraining from making amendments to employment agreements; (e) refraining from taking actions inconsistent with the Arrangement Agreement and notifying the Lode Gold and Spin Co of any event that could cause a Material Adverse Effect; (f) refraining from entering into new, or amending existing, material agreements; (g) co-operating

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with Lode Gold and Spin Co and keeping Lode Gold and Spin Co fully informed of developments; and (h) providing reasonable access to individuals and premises as requested by each other.

GRM Non-Solicitation Covenant

GRM has agreed that is shall, and shall direct and cause its officers, directors, employees, representatives, advisors and agents to immediately cease and cause to be terminated any solicitation, encouragement, activity, discussion or negotiation, whether or not initiated by GRM, with any parties (other than Lode Gold) commenced prior to the date of this Agreement with respect to an Acquisition Proposal, and GRM shall request the return of information regarding GRM previously provided to such parties and shall request the destruction of all materials including or incorporating any confidential information regarding GRM.

GRM further agrees that it shall not, and shall not authorize or permit any of its officers, directors, employees, representatives, advisors or agents, directly or indirectly, to:

(a) make, solicit, initiate, entertain, encourage, promote or facilitate, including by way of furnishing information, permitting any visit to its facilities or properties or entering into any form of agreement, arrangement or understanding, any inquiries or the making of any proposals regarding an Acquisition Proposal or that may be reasonably be expected to lead to an Acquisition Proposal;

(b) participate, directly or indirectly, in any discussions or negotiations regarding, or furnish to any person any information or otherwise co-operate with, respond to, assist or participate in any Acquisition Proposal or potential Acquisition Proposal;

(c) remain neutral with respect to, or agree to, approve or recommend, any Acquisition Proposal or potential Acquisition Proposal;

(d) enter into any agreement, arrangement or understanding effecting or related to any Acquisition Proposal or requiring it to abandon, terminate or fail to consummate the Arrangement, or providing for the payment of any break, termination or other fees or expenses to any person in the event that Lode Gold completes the Arrangement; or

(e) make any public announcement or take any other action inconsistent with the recommendation of the GRM Board that GRM Shareholders approve the Arrangement.

From and after the date of this Agreement, GRM shall promptly (and in any event within 24 hours) notify Lode Gold, at first orally and then in writing, of any proposals, offers or written inquiries relating to or constituting an Acquisition Proposal, or any request for non-public information relating to GRM. Such notice shall include a description of the terms and conditions of any proposal, inquiry or offer, the identity of the person making such proposal, inquiry or offer and provide such other details of the proposal, inquiry or offer as Lode Gold may reasonably request. GRM shall keep Lode Gold fully informed on a prompt basis of the status, including any change to the material terms, of any such inquiry, proposal or offer.

Amendment and Termination

Subject to any mandatory applicable restrictions under the Arrangement Provisions or the Final Order, the Arrangement Agreement, including the Plan of Arrangement, may at any time and from time to time before or after the holding of the Meeting, but prior to the Effective Date, be amended by the direction of the Board without, subject to applicable law, further notice to or authorization on the part of the Lode Gold Shareholders.

The Arrangement Agreement may at any time before or after the holding of the Meeting, and before or after the granting of the Final Order, but in each case prior to the Effective Date, be terminated by direction of the Board without further action on the part of the Lode Gold Securityholders and nothing expressed or implied in the Arrangement Agreement or in the Plan of Arrangement will be construed as fettering the absolute discretion by the Board to elect to terminate this Agreement and discontinue efforts to effect the Arrangement for whatever reasons it may consider appropriate.

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Fancamp Rights

Pursuant to the terms of the Investment Agreement, Spin Co and Lode Gold agreed that the Arrangement Agreement shall provide Fancamp with the same rights and obligations with respect to the Resulting Issuer as the rights and obligations it holds with respect to Spin Co.

Accordingly, the Arrangement Agreement provides that, as a condition to completion of the Arrangement, the Resulting Issuer shall enter into an agreement with Fancamp effective as of the Effective Date that provides that after the Effective Time:

(a) for so long as Fancamp holds at least 10% of the issued and outstanding shares of the Resulting Issuer, Fancamp shall have the right to:

(i) participate in any future financings of the Resulting Issuer to allow it to maintain its interest in the Resulting Issuer; and

(ii) nominate an individual for election to the board of directors of the Resulting Issuer;

(b) Fancamp shall have the same rights and obligations with respect to the Resulting Issuer as the rights and obligations it has with respect to Spin Co as set out in the Investment Agreement; and

(c) Fancamp shall hold 19.9% of the issued and outstanding shares of the Resulting Issuer immediately following the Effective Time,

(collectively, the "Fancamp Rights").

Effect of the Arrangement

Lode Gold Shareholders

As a result of the Arrangement, Lode Gold Shareholders will continue to hold Lode Gold Shares and will be issued 0.5739 of a Spin Co Share for every one (1) Lode Gold Share held and each Spin Co Share will immediately thereafter be exchanged for one (1) Reporting Issuer Shares.

GRM is a British Columbia company governed by the BCBCA. GRM is a publicly traded reporting issuer on the CSE. The RTO and the listing of the GRM Shares issuable pursuant to the Arrangement is subject to approval of the CSE.

For more information regarding the Resulting Issuer, see Schedule "I" of this Circular under the heading "Information Concerning the Resulting Issuer".

Lode Gold Optionholders and Lode Gold Warrantholders

As of the Record Date, there are 3,326,642 Lode Gold Options and 14,986,693 Lode Gold Warrants outstanding. Pursuant to the Plan of Arrangement, the Board will make appropriate adjustments to the Lode Gold Options and Lode Gold Warrants such that each Lode Gold Option and Lode Gold Warrant shall have its exercise price reduced to reflect the FMV Reduction of a Lode Gold Share. In addition, the designated trigger price in any Lode Gold Warrant with an acceleration provision will be reduced in proportion to the FMV Reduction of a Lode Gold Share.

Canadian Securities Laws and Resale of Securities

The following summary is not comprehensive. Each Shareholder is urged to consult such holder's professional advisers to determine the Canadian conditions and restrictions applicable to trades in the Resulting Issuer Shares. There may also be

restrictions placed on resale of the Resulting Issuer Shares by the rules and policies of the CSE. Resale of any securities acquired in connection with the Arrangement may be required to be made through properly registered securities dealers.

Lode Gold is a reporting issuer in British Columbia, Alberta and Ontario, and the New Lode Gold Shares will be listed and posted for trading on the TSXV under the symbol "LOD". The Resulting Issuer will be a reporting issuer in British Columbia, Alberta and Ontario on completion of the Arrangement, and the Resulting Issuer Shares will be listed and posted for trading on the CSE under the symbol "GRM".

The issuance of the New Lode Gold Shares and Resulting Issuer Shares to Lode Gold Shareholders pursuant to the Arrangement will constitute a distribution of securities which is exempt from the registration and prospectus requirements of Canadian securities legislation. The Resulting Issuer Shares and New Lode Gold Shares received by Lode Gold Shareholders pursuant to the Arrangement may be resold in each of the provinces and territories of Canada provided that (i) the trade is not a "control distribution" as defined in National Instrument 45-102 - Resale of Securities; (ii) no unusual effort is made to prepare the market or create a demand for those securities; (iii) no extraordinary commission or consideration is paid in respect of that sale; and (iv) if the selling Lode Gold Securityholder is an insider or officer of Spin Co, the selling Lode Gold Securityholder has no reasonable grounds to believe that the Resulting Issuer is in default of securities legislation.

No Collateral Benefit

Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101") is intended to regulate certain transactions to ensure equality of treatment among shareholders, generally requiring enhanced disclosure, approval by a majority of shareholders excluding interested parties, independent valuations and, in certain instances, approval and oversight of the transaction by a special committee of independent directors. The protections of MI 61-101 generally apply to "business combinations" (as defined in MI 61-101) that terminate the interests of shareholders without their consent. MI 61-101 provides that, in certain circumstances, where a "related party" of an issuer (as defined in MI 61-101 and including directors, executive officers and shareholders holding over 10% of issued and outstanding shares of the issuer) is entitled to receive a "collateral benefit" (as defined in MI 61-101) in connection with an arrangement (such as the Arrangement), such transaction may be considered a "business combination" for the purposes of MI 61-101 and subject to minority approval requirements.

A "collateral benefit" (as defined in MI 61-101) includes any benefit that a "related party" of Lode Gold is entitled to receive as a consequence of the Arrangement, including without limitation, an increase in salary, a lump sum payment, a payment for surrendering securities or other enhancement in benefits related to services as an employee, director or consultant of Lode Gold. MI 61-101 excludes from the meaning of "collateral benefit" a payment per security that is identical in amount and form to the entitlement of the general body of holders in Canada of securities of the same class, as well as certain benefits to a related party received solely in connection with the related party's services as an employee or director of an issuer, of an affiliated entity of such issuer or of a successor to the business of such issuer where (a) the benefit is not conferred for the purpose, in whole or in part, of increasing the value of the consideration paid to the related party for securities relinquished under the transaction; (b) the conferring of the benefit is not, by its terms, conditional on the related party supporting the transaction in any manner; (c) full particulars of the benefit are disclosed in the disclosure document for the transaction; and (d) either (i) the related party and his or her associated entities beneficially own, or exercise control or direction over, less than 1% of the outstanding securities of each class of equity securities of the issuer, or (ii) the related party discloses to an independent committee of the issuer the amount of consideration that he or she expects to be beneficially entitled to receive, under the terms of the transaction, in exchange for the equity securities he or she beneficially owns and the independent committee acting in good faith determines that the value of the benefit, net of any offsetting costs to the related party, is less than 5% of the value of the consideration the related party will receive pursuant to the terms of the transaction for the equity securities it beneficially owns, and the independent committee's determination is disclosed in the disclosure document for the transaction

To the knowledge of Lode Gold, no related party of Lode Gold will receive a "collateral benefit" in connection with the Arrangement for the purposes of MI 61-101. Accordingly, as the Arrangement is not a "business combination" under MI 61-101, the requirements under MI 61-101 do not apply to the Arrangement.

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U.S. Securities Laws and Resale of Securities

The New Code Gold Shares and Resulting Issuer Shares to be received by Code Gold Shareholders pursuant to the Arrangement (collectively, the "Exchanged Securities"), have not been and will not be registered under the U.S. Securities Act or applicable state Securities Laws, and are being issued in reliance on the exemption from the registration requirements of the U.S. Securities Act set forth in section 3(a)(10) thereof on the basis of the approval of the Court, and similar exemptions from registration under applicable state Securities Laws. Section 3(a)(10) of the U.S. Securities Act exempts the issuance of any securities issued in exchange for one or more bona fide outstanding securities from the general requirement of registration under the U.S. Securities Act where the terms and conditions of the issuance and exchange of such securities have been approved by a court of competent jurisdiction that is expressly authorized by law to grant such approval, after a hearing upon the fairness of the terms and conditions of such issuance and exchange to those to whom the securities will be issued, at which all persons to whom it is proposed to issue the securities have the right to appear and receive timely and adequate notice thereof. The Court is authorized to conduct a hearing at which the fairness of the terms and conditions of the Arrangement will be considered. The Court issued the Interim Order on January 16, 2025 and, subject to the approval of the Arrangement by the Code Gold Securityholders, a hearing on the Arrangement will be held on March 14, 2025 at 9:45 a.m. All Code Gold Securityholders are entitled to appear and be heard at this hearing. The Final Order will constitute a basis for the exemption from the registration requirements of the U.S. Securities Act provided by section 3(a)(10) thereof and comparable state securities laws with respect to the Exchanged Securities. Prior to the hearing on the Final Order, the Court will be informed of this effect of the Final Order.

The solicitation of proxies for the Meeting is not subject to the requirements of section 14(a) of the U.S. Exchange Act. Accordingly, the solicitations and transactions contemplated in this Circular are made in the United States for securities of a Canadian issuer in accordance with Canadian corporate and securities laws, and this Circular has been prepared solely in accordance with disclosure requirements applicable in Canada. U.S. Code Gold Securityholders should be aware that such requirements are different from those of the United States applicable to registration statements under the U.S. Securities Act and proxy statements under the U.S. Exchange Act. Specifically, information concerning the mining operations of Lode Gold and Spin Co contained herein has been prepared in accordance with Canadian disclosure standards, which are not comparable in all respects to United States disclosure standards. The Spin Co Shares will not be listed for trading on any United States stock exchange. The unaudited pro forma and audited and unaudited historical financial statements of Lode Gold, Spin Co and GRM included, or incorporated by reference, in this Circular have been prepared in accordance with Canadian accounting standards and are subject to Canadian auditing and auditor independence standards, which differ from United States GAAP and auditing and auditor independence standards in certain material respects, and thus may not be comparable to financial statements of United States companies. In addition, data on mining operations contained or incorporated by reference in this Circular has been prepared in accordance with Canadian disclosure standards, which are not comparable in all respects to United States disclosure standards.

The New Code Gold Shares and the Resulting Issuer Shares will be freely tradable under U.S. federal Securities laws, except by persons who are "affiliates" of Lode Gold, Spin Co or GRM, as applicable, within 90 days prior to completion of the Arrangement or "affiliates" of Lode Gold or the Resulting Issuer, as applicable, following completion of the Arrangement. Persons who may be deemed to be "affiliates" of an issuer include individuals or entities that control, are controlled by, or are under common control with, the issuer, and generally include executive officers and directors of the issuer as well as principal shareholders of the issuer.

Resales by Affiliates Pursuant to Rule 144

In general, pursuant to Rule 144, persons who are "affiliates" of Lode Gold or the Resulting Issuer, as applicable, after the completion of the Arrangement, or were "affiliates" of Lode Gold or Spin Co or GRM, as applicable, within 90 days prior to the completion of the Arrangement, will be entitled to sell, during any three-month period, those New Code Gold Shares or Resulting Issuer Shares, as applicable, that they receive pursuant to the Arrangement, provided that the number of such

securities sold does not exceed the greater of one percent of the then outstanding securities of such class or, if such securities are listed on a United States securities exchange and/or reported through the automated quotation system of a U.S. registered securities association, the average weekly trading volume of such securities during the four calendar week period preceding the date of sale, subject to specified restrictions on manner of sale requirements, aggregation rules, notice filing requirements and the availability of current public information about the issuer. Persons who are affiliates of Lode Gold or the Resulting Issuer after the Plan of Arrangement will continue to be subject to the resale restrictions described in this paragraph for so long as they continue to be affiliates of such issuers.

Resales by Affiliates Pursuant to Regulation S

In general, pursuant to Regulation S, persons who are "affiliates" of Lode Gold or the Resulting Issuer, as applicable, after the completion of the Arrangement, or were "affiliates" of Lode Gold or Spin Co or GRM, as applicable, within 90 days prior to the completion of the Arrangement, solely by virtue of their status as an officer or director of Lode Gold or Spin Co or GRM, as applicable, may sell their New Lode Gold Shares or Resulting Issuer Shares, as applicable, outside the United States in an "offshore transaction" if none of the seller, an affiliate or any Person acting on their behalf engages in "directed selling efforts" in the United States with respect to such securities and provided that no selling concession, fee or other remuneration is paid in connection with such sale other than the usual and customary broker's commission that would be received by a person executing such transaction as agent. For purposes of Regulation S, "directed selling efforts" means any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the securities being offered. Also, for purposes of Regulation S, an offer or sale of securities is made in an "offshore transaction" if the offer that is not made to a Person in the United States and either (a) at the time the buy order is originated, the buyer is outside the United States, or the seller reasonably believes that the buyer is outside of the United States, or (b) the transaction is executed in, on or through the facilities of a "designated offshore securities market" (which would include a sale through the TSXV), and neither the seller nor any Person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States. Certain additional restrictions set forth in rule 903 of Regulation S are applicable to sales outside the United States by a holder of New Lode Gold Shares or Resulting Issuer Shares, as applicable, who is an "affiliate" of Lode Gold or the Resulting Issuer, as applicable, after the completion of the Arrangement, or was an "affiliate" of Lode Gold or Spin Co or GRM, as applicable, within 90 days prior to the completion of the Arrangement, other than by virtue of his or her status as an officer or director of either Lode Gold or Spin Co or GRM, as applicable.

The foregoing discussion is only a general overview of certain requirements of United States securities laws applicable to the New Lode Gold Shares and Resulting Issuer Shares to be received by Lode Gold Shareholders under the Arrangement. All holders of such securities are urged to consult with counsel to ensure that the resale of their securities complies with applicable securities legislation.

THE NEW LODE GOLD SHARES AND RESULTING ISSUER SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES REGULATORY AUTHORITY OF ANY STATE OF THE UNITED STATES, NOR HAS THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY SUCH AUTHORITY PASSED ON THE ADEQUACY OR ACCURACY OF THIS INFORMATION CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

Arrangement Risk Factors

In evaluating the Arrangement, Lode Gold Securityholders should carefully consider the following risk factors relating to the Arrangement. The following risk factors are not a definitive list of all risk factors associated with the Arrangement. Additional risks and uncertainties, including those currently unknown or considered immaterial by Lode Gold, Spin Co or GRM, may also adversely affect the New Lode Gold Shares, Resulting Issuer Shares and/or the businesses of Lode Gold and the Resulting Issuer following the Arrangement. In addition to the risk factors relating to the Arrangement set out below, Lode Gold Securityholders should also carefully consider the risk factors associated with the businesses of Lode Gold, Spin Co and the Resulting Issuer included in this Circular and its Appendices or the documents incorporated by reference. If any of the risk factors materialize, the expectations, and the predictions based on them, may need to be re-evaluated.

The risks associated with the Arrangement include:

The Arrangement Agreement may be terminated in certain circumstances.

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The Arrangement is subject to conditions to closing as set forth in the Arrangement Agreement, including the approval of Lode Gold Securityholders, Spin Co Shareholders, GRM Shareholders and approval of the Court. In addition, each of Lode Gold and GRM has the right in certain circumstances to terminate the Arrangement Agreement. If the Arrangement Agreement is terminated or any of the conditions to the Arrangement are not satisfied and, where permissible, not waived, the Arrangement will not be consummated. Accordingly, there is no certainty, nor can Lode Gold provide any assurance, that the Arrangement Agreement will not be terminated before the completion of the Arrangement. Failure to consummate the Arrangement or any delay in the consummation of the Arrangement or any uncertainty about the consummation of the Arrangement may adversely affect Lode Gold's share price or have an adverse impact on Lode Gold's future business operations.

Lode Gold and Spin Co will incur costs.

As previously stated, there can be no assurance that the Arrangement will be consummated. Certain costs related to the Arrangement, such as legal and accounting fees, must be paid by Lode Gold and Spin Co even if the Arrangement is not completed.

Lode Gold and the Resulting Issuer may not realize the benefits of the Arrangement

Lode Gold and Spin Co are proposing to complete the Arrangement to realize certain benefits including, among other things, those set forth in this Circular under "Background to the Arrangement" above. A variety of factors, including those risk factors set forth in this Circular and the documents incorporated by reference herein, may adversely affect the ability to achieve the anticipated benefits of the Arrangement.

The market price for the Lode Gold Shares may decline.

If the Arrangement Resolution is not approved, or even if the Arrangement Resolution is approved, the market price of the Lode Gold Shares may decline to the extent that the current market price of the Lode Gold Shares reflects a market assumption that the Arrangement will be completed, or to the extent that the current market price of the Lode Gold Shares reflects the value associated with the Spin Out Assets, as applicable.

The Consideration to be provided under the Arrangement will not be adjusted to reflect any change in the market value of the GRM Shares.

Lode Gold Shareholders will receive a fixed number of GRM Shares under the Arrangement, rather than GRM Shares with a fixed market value. Because the number of GRM Shares to be received in respect of each Lode Gold Share under the Arrangement will not be adjusted to reflect any change in the market value of the GRM Shares, the market value of GRM Shares received under the Arrangement may vary significantly from the market value at the dates referenced in this Circular. If the market price of the GRM Shares increases or decreases, the value of the Consideration that Lode Gold Shareholders receive pursuant to the Arrangement will correspondingly increase or decrease. There can be no assurance as to the market price of the GRM Shares at any time. Accordingly, the market price of the GRM Shares on the Effective Date could be lower than the market price of such shares on the date of the Meeting and/or the date of announcement of the Arrangement Agreement. In addition, the number of GRM Shares being issued in connection with the Arrangement will not change despite increases or decreases in the market price of Lode Gold Shares. Many of the factors that affect the market price of the GRM Shares and the Lode Gold Shares are beyond the control of GRM and Lode Gold, respectively. These factors include fluctuations in commodity prices, fluctuations in currency exchange rates, changes in the regulatory environment, adverse political developments, prevailing conditions in the capital markets and interest rate fluctuations.

Lode Gold directors and executive officers may have interests in the Arrangement that are different from those of the Lode Gold Securityholders.

In considering the recommendation of the Board to vote in favour of the Arrangement Resolution, Lode Gold Securityholders should be aware that certain members of the Board and management team have agreements or arrangements that provide them with interests in the Arrangement that differ from, or are in addition to, those of Lode Gold Securityholders generally. See "Particulars of Other Matters to be Acted Upon – The Arrangement – Background to the Arrangement – Interests of Certain Persons in the Arrangement".

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The pending Arrangement may divert the attention of management.

The pending Arrangement could cause the attention of Lode Gold's management to be diverted from the day-to-day operations. These disruptions could be exacerbated by a delay in the completion of the Arrangement and could have an adverse effect on the business, operating results or prospects of Lode Gold regardless of whether the Arrangement is ultimately completed.

Lode Gold and Spin Co will incur their own expenses going forward.

As a result of the Arrangement, each of Lode Gold and the Resulting Issuer will incur their own general and administrative costs to operate the businesses of Lode Gold and the Resulting Issuer, respectively. These additional costs may negatively impact the financial performance of each of Lode Gold and Spin Co.

Lode Gold must meet TSXV listing requirements to maintain its listing

Lode Gold will need to retain sufficient assets to maintain its TSXV listing. In order to maintain its listing on the TSXV after the Arrangement, Lode Gold will need to meet the continued listing requirements of the TSXV. While management believes that Lode Gold will meet such listing requirements there is no guarantee that Lode Gold will maintain a TSXV listing.

The completion of the Arrangement is subject to the satisfaction or waiver of several conditions precedent

The completion of the Arrangement is subject to a number of conditions precedent, some of which are outside of the control of Lode Gold, including, among other things, receipt of the approval of the Lode Gold Securityholders, the approval of the Spin Co Shareholders, the approval of the GRM Shareholders, the Final Order, and the approval of the CSE for the listing of GRM Shares issuable pursuant to the Arrangement and the satisfaction of certain other customary closing conditions. In addition, the regulatory approval processes may take a lengthy period of time to complete, which could delay completion of the Arrangement.

The issuance of GRM Shares under the Arrangement and their subsequent sale may cause the market price of Resulting Issuer Shares to decline.

As of the date hereof, there are 18,430,001 GRM Shares outstanding and there are 38,032,970 Lode Gold Shares outstanding. After giving effect to the transactions contemplated by the Arrangement, there will be approximately 67,566,014 Resulting Issuer Shares issued and outstanding on a non-diluted basis. The issue of Resulting Issuer Shares under the Arrangement and the resale of such Resulting Issuer Shares may cause the market price of Resulting Issuer Shares to decline.

Risk factors relating to the Parties and Resulting Issuer Company.

For more information on risk factors relating to Spin Co, GRM, and the Resulting Issuer, see Schedule "G" of this Circular under the heading "Information Concerning Spin Co", Schedule "H" of this Circular under the heading "Information Concerning GRM", and Schedule "I" of this Circular under the heading "Information Concerning the Resulting Issuer", respectively.

Dissent Rights

There is no mandatory statutory right of dissent and appraisal in respect of plans of arrangement under the ABCA. However, as contemplated in the Interim Order and the Plan of Arrangement, Lode Gold has granted the Dissent Rights to Dissenting Shareholders. The Interim Order provides Registered Lode Gold Shareholders with the right to dissent in substantially the same manner as set forth in section 191 of the ABCA (which provisions have been duplicated in Schedule "F" of this Circular under the heading "Dissent Rights"). In general, any Registered Lode Gold Shareholder who dissents from the Arrangement Resolution in compliance with section 191 of the ABCA (as modified by the Interim Order) will be entitled, in the event that the Arrangement becomes effective, to be paid by the resulting issuer the fair value of the Lode Gold Shares held by such Registered Lode Gold Shareholder.

The following summary does not purport to provide comprehensive statements of the procedures to be followed by a Dissenting Shareholder under the ABCA (as modified by the Interim Order) and reference should be made to the specific

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provisions of Sectio 191 of the ABCA, the Plan of Arrangement and the Interim Order, which are attached to this Circular as Schedule "F" of this Circular under the heading "Dissent Rights", Schedule "B" under the heading "Plan of Arrangement" and Schedule "D" to this Circular under the heading "Interim Order. The ABCA requires strict adherence to the procedures regarding the exercise of rights established therein. The failure to adhere to such the Dissent Procedures may result in the loss of all Dissent Rights. Accordingly, each Lode Gold Shareholder who wishes to exercise Dissent Rights should carefully consider and comply with the provisions of section 191 of the ABCA (as modified by the Interim Order) and consult a legal advisor.

The Statutory Provisions: Section 191 of the ABCA

The Interim Order provides that Registered Lode Gold Shareholders who dissent from certain actions being taken Lode Gold may exercise a right of dissent and require Lode Gold to purchase the Lode Gold Shares held by the Dissenting Shareholders at the fair value of the Dissenting Shares.

A Lode Gold Shareholder is not entitled to exercise Dissent Rights in respect of the Arrangement Resolution if the Lode Gold Shareholder votes any of the Lode Gold Shares beneficially held by it in favour of the Arrangement Resolution. A vote against the Arrangement Resolution or a withholding of votes does not constitute a written objection.

A Dissenting Shareholder is required to send, or in the case of a Non-Registered Shareholder, arrange to be sent, a written notice of dissent to Lode Gold at least two days before the date of the Meeting. Since the date of the Meeting is March 10, 2025, a notice of dissent must be received by Lode Gold no later than 5:00 p.m. (Pacific time) on March 6, 2025 or two Business Days immediately preceding any date to which the Meeting may be postponed or adjourned. The written notice should be delivered to Lode Gold at the address for notice described below.

Either Lode Gold (which for purposes hereof shall include any successor to Lode Gold) or a Dissenting Shareholder, as the case may be, may apply to the Court, after the approval of the Arrangement Resolution, to fix the fair value of such Dissenting Shareholder's Dissenting Shares. If such an application is made to the Court, Lode Gold must, unless the Court orders otherwise, send to each Dissenting Shareholder a written offer to pay such Dissenting Shareholder an amount considered by the Board to be the fair value of the Lode Gold Shares held by such Dissenting Shareholder. The offer, unless the Court orders otherwise, must be sent to each Dissenting Shareholder at least ten days before the date on which the application is returnable, if Lode Gold is the applicant, or within ten days after Lode Gold is served a copy of the application, if a Dissenting Shareholder is the applicant. Every offer will be made on the same terms to each Dissenting Shareholder and contain or be accompanied with a statement showing how the fair value was determined.

A Dissenting Shareholder may make an agreement with Lode Gold for the purchase of such holder's Dissenting Shares in the amount of the offer made by Lode Gold, or otherwise, at any time before the Court pronounces an order fixing the fair value of the Lode Gold Shares.

On the Arrangement becoming effective, or upon the making of an agreement between Lode Gold and the Dissenting Shareholder as to the payment to be made by Lode Gold to the Dissenting Shareholder, or upon the pronouncement of a Court order, whichever first occurs, the Dissenting Shareholder will cease to have any rights as a holder of Dissenting Shares and shall only be entitled to be paid by Lode Gold the fair value of such holder's Dissenting Shares net of all withholding or other taxes required to be withheld by Lode Gold, Spin Co or GRM in accordance with Applicable Laws, to the extent applicable. Until one of these events occurs, the Dissenting Shareholder may withdraw his, her or its dissent, or if the Arrangement has not yet become effective, Lode Gold may rescind the Arrangement Resolution, and in either event the dissent and appraisal proceedings in respect of that Dissenting Shareholder will be discontinued.

Lode Gold shall not make a payment to a Dissenting Shareholder under section 191 of the ABCA, as modified by the Plan of Arrangement and the Interim Order, if there are reasonable grounds for believing that it is or would after the payment be unable to pay its liabilities as they become due, or that the realizable value of its assets would thereby be less than the aggregate of its liabilities. In such event, Lode Gold shall notify each Dissenting Shareholder that it is unable lawfully to pay such Dissenting Shareholder for his or her Dissenting Shares, in which case the Dissenting Shareholder may, by written notice to Lode Gold within 30 days after receipt of such notice, withdraw such holder's written objection, in which case the holder shall be deemed to have participated in the Arrangement as a Lode Gold Shareholder. If the Dissenting Shareholder does not withdraw such holder's written objection, such Dissenting Shareholder retains status as a claimant against Lode Gold to be

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paid as soon as Lode Gold is lawfully entitled to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of Lode Gold but in priority to Lode Gold Shareholders.

All Dissenting Shares held by Dissenting Shareholders who exercise their Dissent Rights will, if the holders thereof do not otherwise withdraw such written objections, be deemed to be transferred to Lode Gold under the Arrangement and cancelled in exchange for the fair value thereof, which fair value shall be determined as of the close of business on the last Business Day before the day on which the Arrangement Resolution is approved by the Shareholders at the Meeting or will, if such Dissenting Shareholders ultimately are not so entitled to be paid the fair value thereof, be treated as if the holders had participated in the Arrangement on the same basis as a non-dissenting holder of Lode Gold Shares, and such Lode Gold Shares will be deemed to be exchanged on the same basis as all other Lode Gold Shareholders pursuant to the Arrangement.

Address for Notice

Dissenting Shareholders should send all written objections with respect to the Arrangement Resolution in accordance with section 191 of the ABCA to:

Lode Gold c/o DuMoulin Black LLP

Attn: Lauren DeGoey

1111 West Hastings Street, 15th Floor, Vancouver BC

[email protected]

A notice of dissent must be received by Lode Gold no later than 5:00 p.m. (Pacific time) on March 6, 2025.

Strict Compliance with Dissent Provisions Required

The foregoing summary does not purport to provide a comprehensive statement of the procedures to be followed by a Dissenting Shareholder. The requirements set out in section 191 of the ABCA as modified by the Interim Order are complex and technical and failure to comply strictly with them may prejudice the exercise of the Dissent Rights.

Registered Lode Gold Shareholders wishing to exercise the Dissent Rights should consult their legal advisers with respect to the legal rights available to them in relation to the Arrangement and the Dissent Rights. Registered Lode Gold Shareholders should note that the exercise of Dissent Rights can be a complex, time-consuming and expensive procedure. A Non-Registered Holder who wishes to exercise Dissent Rights must arrange for the Registered Lode Gold Shareholder(s) holding its Lode Gold Shares to deliver the notice of dissent.

If, as of the Effective Date, the aggregate number of Lode Gold Shares in respect of which Lode Gold Shareholders have duly and validly exercised Dissent Rights is such that, in the opinion of the Board, completion of the Arrangement would not be in the best interests of Lode Gold, Lode Gold is entitled, in its discretion, not to complete the Arrangement.

Proxy Solicitation Requirements

The solicitation of proxies pursuant to this Circular is not subject to the requirements of section 14(a) of the U.S. Exchange Act, accordingly, this Circular has been prepared in accordance with the disclosure requirements of Canadian securities law. Such requirements are different than those of the United States applicable to registration statements under the U.S. Securities Act and proxy statements under the U.S. Exchange Act. The financial statements of Spin Co included herein have been prepared in accordance with IFRS, are subject to Canadian auditing and auditor independence standards, and may not be comparable in all respects to financial statements of United States companies.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSEQUENCES – SPIN OUT

The following is a summary of the principal Canadian federal income tax considerations generally applicable in respect of the redesignation of Lode Gold Shares as Lode Gold Class A Shares (under "Income Tax Considerations", the "Redesignation"), the exchange of Lode Gold Class A Shares for Lode Gold New Shares and Lode Gold Butterfly Shares (under "Income Tax Considerations", the "Share Exchange") and the transfer of the Lode Gold Preferred Shares to Spin Co for Spin Co Shares (under "Income Tax Considerations", the "Share Transfer") under the Plan of Arrangement, or the exercise of Dissent Rights,

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to Holders of Lode Gold Shares who are individuals (other than trusts) and who, for purposes of the Tax Act, deal and will deal at arm's-length with Lode Gold and Spin Co, and hold and will hold their Lode Gold Shares and Spin Co Shares, as applicable, as capital property. Individuals meeting all such requirements are referred to as "Holder" or "Holders" under "Income Tax Considerations", and this summary only addresses such Holders. In addition, this summary does not address income tax considerations applicable to directors, officers or other insiders of Lode Gold, Spin Co or related companies, or persons who hold Lode Gold Shares or will hold Spin Co Shares subject to escrow, trading or other restrictions that might affect the value thereof. The summary addresses the tax considerations applicable to Lode Gold only to the extent expressly set out herein.

This summary is based on the current provisions of the Tax Act, the regulations thereunder, all proposals to amend the Tax Act or the regulations publicly announced by the federal Minister of Finance prior to the date hereof, and Lode Gold's tax advisors' understanding of the current administrative practices of the CRA. It has been assumed that all currently proposed amendments will be enacted as proposed and that there will be no other relevant change to the Tax Act or other applicable law or policy, although no assurance can be given in these respects.

This summary is not exhaustive of all Canadian federal income tax considerations applicable to Holders under the Plan of Arrangement or in respect of an exercise of dissent rights. For example, the summary does not address tax considerations applicable to Holders of Warrants or Options. The summary does not take into account provincial, territorial, U.S. or other foreign tax considerations, which may differ significantly from those discussed herein.

This summary is of a general nature only and is not intended to be, nor should it be considered to be, legal or tax advice to any particular Holder. The tax consequences to any particular Holder will depend on a variety of factors including the Holder's own particular circumstances. Therefore, all Holders, and all persons affected by the Plan of Arrangement should consult their own tax advisors with respect to their particular circumstances. The discussion below is qualified accordingly.

Holders Resident in Canada

The following summary applies generally to an individual who is a Holder (as defined above) who, for the purposes of the Tax Act, is a resident only in Canada, who is a citizen of Canada only and who participates in the Redesignation, Share Exchange and the Share Transfer under the Plan of Arrangement. The Redesignation is not a taxable event to a Holder under the Tax Act.

The Share Exchange will not result in the recognition of a capital gain or loss to the Holder under the Tax Act. On the Share Exchange, the Holder will be deemed to dispose of the Holder's Lode Gold Class A Shares for proceeds equal to his or her "adjusted cost base" of those shares, and will acquire the Lode Gold New Shares and Lode Gold Preferred Shares at an aggregate cost equal to such amount.

The Holder must apportion such cost between the Lode Gold New Shares and Lode Gold Preferred Shares in accordance with their proportionate fair market values immediately after the Share Exchange. For this purpose, it is assumed to be reasonable to expect that the fair market value of the Holder's Lode Gold Preferred Shares immediately after the Share Exchange will derive from the fair market value of the Lode Gold Contribution FMV. The fair market value of the Lode Gold Contribution FMV will be determined by the Spin Co Shares to be received by the Holder under the Plan of Arrangement. The fair market value of Lode Gold New Shares is a question of fact determined by reference to all relevant factors (including the respective trading values of those shares following the Share Exchange).

On the Share Transfer, the Lode Gold Preferred Shares acquired by each Shareholder participating under the Plan of Arrangement will be transferred by the Holder to Spin Co for consideration consisting of Spin Co Shares, on the terms and subject to the Plan of Arrangement. Such transfer may trigger a capital gain or loss to the Holder. However, if requested by the Holder of the Lode Gold Preferred Shares, Spin Co and the Holder of the Lode Gold Preferred Shares will jointly elect, in prescribed form and within the time limit set under the Tax Act, to transfer the Lode Gold Preferred Shares to Spin Co at an "agreed amount". The "agreed amount" in respect of the Lode Gold Preferred Shares so transferred by each Holder to Spin Co will be an amount equal to the lesser of the fair market value of the particular Lode Gold Preferred Shares and their cost amount to the particular Holder at that time. If the election has been requested as described above, a capital gain is not expected to occur to the Holder.

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The Spin Co Shares received by a Holder on the Share Transfer will have an adjusted cost base to the Holder equal to the agreed amount as noted above. Further, the aggregate paid up capital of the Spin Co Shares will be equal to the cost amount to Spin Co of the Lode Gold Preferred Shares transferred.

Dissenting Holders Resident in Canada

A Dissenting Shareholder will be deemed to receive a dividend equal to the amount by which the amount received (other than in respect of interest awarded by a Court, if any) from Lode Gold exceeds the paid-up capital of the Dissenting Shareholder's Lode Gold Shares. The deemed dividend will be subject to the normal gross-up and dividend tax credit rules under the Tax Act.

In addition, a Dissenting Shareholder will be considered to have disposed of their Lode Gold Shares for proceeds of disposition equal to the amount received from Lode Gold (less the deemed dividend referred to above and not including any interest awarded by a Court). The Dissenting Shareholder will realize a capital gain (or capital loss) to the extent such adjusted proceeds of disposition, less any reasonable costs of disposition, exceed (or are exceeded by, respectively) the Dissenting Shareholder's adjusted cost base of the Lode Gold Shares so disposed of. Any such capital gain or loss will be subject to the normal rules under the Tax Act.

Interest awarded to a Dissenting Shareholder by a Court, if any, must be included by the Dissenting Shareholder in computing the Dissenting Shareholder's income for purposes of the Tax Act.

Holders Not Resident In Canada

The following part of the summary applies, subject to all provisions and assumptions set out above, to a Holder (as defined above) who participates in the Share Redesignation, Share Exchange and the Share Transfer and who, for the purposes of the Tax Act and any relevant tax treaty, is not and has never been resident in Canada and does not and will not at any relevant time use or hold any shares of Lode Gold (including the Lode Gold Shares, the redesignated Lode Gold Class A Shares, the Lode Gold Preferred Shares and any other shares) in carrying on, or otherwise in connection with, a business in Canada. A Holder meeting all such requirements is referred to herein as a "Non-Resident Holder", and the following part of the summary only addresses such Non-Resident Holders.

As indicated above under "Holders Resident in Canada and Participating in the Plan of Arrangement", the Redesignation is not a taxable event to a Holder under the Tax Act.

The Share Exchange will not result in the recognition of a capital gain or loss to the Non-Resident Holder under the Tax Act. On the Share Exchange, the Non-Resident Holder will be deemed to dispose of the Non-Resident Holder's Lode Gold Class A Shares for proceeds equal to his or her adjusted cost base of those shares, and will acquire the Lode Gold New Shares and Lode Gold Preferred Shares at an aggregate cost equal to such amount.

The Non-Resident Holder must apportion such cost between the Lode Gold New Shares and Lode Gold Preferred Shares in accordance with their proportionate fair market values immediately after the Share Exchange. For this purpose, it is assumed to be reasonable to expect that the fair market value of the Non-Resident Holder's Lode Gold Preferred Shares immediately after the Share Exchange will derive from the fair market value of the Lode Gold Contribution FMV. The fair market value of the Lode Gold Contribution FMV will be determined by the Spin Co Shares to be received by the Non-Resident Holder under the Plan of Arrangement. The fair market value of Spin Co Shares and Lode Gold New Shares is a question of fact determined by reference to all relevant factors (including the respective trading values of those shares following the Share Exchange).

On the Share Transfer, the Lode Gold Preferred Shares acquired by each Non-Resident Holder participating under the Plan of Arrangement will be transferred by the Non-Resident Holder to Spin Co for consideration consisting of Spin Co Shares, on the terms and subject to the Plan of Arrangement. Such transfer may trigger a capital gain or loss to the Non-Resident Holder if such shares are considered taxable Canadian property (as discussed below). However, if requested by the Non-Resident Holder of the Lode Gold Preferred Shares, Spin Co and the Non-Resident Holder of the Lode Gold Preferred Shares will jointly elect, in prescribed form and within the time limit set under the Tax Act, to transfer the Lode Gold Preferred Shares to Spin Co at an "agreed amount". The "agreed amount" in respect of the Lode Gold Preferred Shares so transferred by each Non-Resident Holder to Spin Co will be an amount equal to the lesser of the fair market value of the particular Lode Gold Preferred

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Shares and their cost amount to the particular Non-Resident Holder at that time. If the election has been requested as described above, a capital gain is not expected to occur to the Non-Resident Holder. The Spin Co Shares received pursuant to the election noted above by a Non-Resident Holder on the Share Transfer will have an adjusted cost base to the Non-Resident Holder equal to the agreed amount as noted above. Further, the aggregate paid up capital of the Spin Co Shares will be equal to the cost amount to Spin Co of the Lode Gold Preferred Shares transferred.

If the Non-Resident Holder does not elect on the Share Transfer as noted above, and a capital gain or capital loss arises to the Non-Resident Holder, the Non-Resident Holder will be subject to tax in respect of such capital gain under the Tax Act only if the Non-Resident Holder's Lode Gold Preferred Shares constitute "taxable Canadian property" and the Non-Resident Holder is not entitled to relief under an applicable tax treaty (if any).

For this purpose, Lode Gold Preferred Shares will not be "taxable Canadian property" to a Non-Resident Holder provided that at no time during the 60-month period preceding the Share Exchange and the Share Transfer, respectively: (i) did the Non-Resident Holder (or persons with whom the Non-Resident Holder did not deal at arm's-length for purposes of the Tax Act, alone or together with the Non-Resident Holder) hold 25% or more of the issued shares of any class of Lode Gold and (ii) more than 50% of the fair market value of the Lode Gold Shares, Lode Gold Class A Shares, or Lode Gold Preferred Shares was derived, directly or indirectly, from real or immovable property situated in Canada, Canadian resource properties, timber resource properties, or any combination thereof.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSEQUENCES - RTO

The following summary describes the principal Canadian federal income tax considerations generally applicable under the Tax Act to Lode Gold Shareholders who exchange their Spin CO Shares pursuant to the Arrangement and who, at all material times, for purposes of the Tax Act: (i) hold their Spin Co Shares and Resulting Issuer Shares (collectively, the "Subject Securities") as capital property, and (ii) deal at arm's length, and is not affiliated, with each of Spin Co and Lode Gold (each, a "Holder"). The Subject Securities will generally be considered to be capital property to a Holder provided they are not held in the course of carrying on a business and have not been acquired in a transaction considered to be an adventure or concern in the nature of trade.

This summary does not address the Canadian federal income tax considerations applicable to Lode Gold Optionholders or Lode Gold Warrantholders in respect of the Arrangement. Lode Gold Optionholders and Lode Gold Warrantholders should consult their own tax advisors regarding the income tax consequences to them in respect of the Arrangement and the matters described in this Circular.

This summary is not applicable to a Holder: (i) that is a "financial institution" (as defined in the Tax Act for purposes of the mark-to-market rules), (ii) that is a "specified financial institution" (as defined in the Tax Act), (iii) an interest in which is a "tax shelter investment" (as defined in the Tax Act), (iv) that makes or has made a functional currency reporting election pursuant to section 261 of the Tax Act, (v) that has entered or will enter into a "derivative forward agreement" or "synthetic equity arrangement" (each as defined in the Tax Act) in respect of any of the Subject Securities, (vi) that is, or beneficially owns their Lode Gold Shares through, a partnership, (vii) that is exempt from tax under Part I of the Tax Act, (viii) that would receive dividends on any of the Subject Securities under or as part of a "dividend rental arrangement" as defined in the Tax Act, or (ix) that is a corporation and is, or becomes as part of a transaction or event or series of transactions or events that include the Arrangement, controlled by a non-resident person or a group of non-resident persons not dealing with each other at arm's length for the purposes of the "foreign affiliate dumping" rules in section 212.3 of the Tax Act. Such Holders should consult their own tax advisors.

This summary is based upon the provisions of the Tax Act in force as at the date hereof, all specific proposals to amend the Tax Act that have been publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the "Tax Proposals"), and counsel's understanding of the current published administrative policies and assessing practices of the Canada Revenue Agency (the "CRA"). This summary assumes the Tax Proposals will be enacted in the form proposed, although there can be no assurance that the Tax Proposals will be enacted in the form proposed or at all. This summary is not exhaustive of all possible Canadian federal income tax considerations and, except for the Tax Proposals, this summary does not otherwise take into account or anticipate any changes in applicable law, whether by legislative, governmental or judicial decision or action, nor does it take into account provincial, territorial or foreign tax laws or considerations, which might differ

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significantly from those discussed herein. No advance income tax ruling has been sought or obtained from the CRA to confirm the tax consequences of any of the transactions described herein.

This summary assumes that Lode Gold will not make a joint election with any Lode Gold Shareholder under section 85 of the Tax Act in respect of the exchange of Lode Gold Shares for New Lode Gold Shares, Spin Co Shares and Resulting Issuer Shares pursuant to the Arrangement.

This summary is of a general nature only and is not intended to be, and should not be construed as, legal or tax advice to any particular Holder. This summary is not exhaustive of all possible income tax considerations under the Tax Act that may affect a Holder. The income tax consequences of acquiring and disposing of the Subject Securities will vary depending on a number of factors, including the legal status of the Holder, and the province or territory in which a Holder resides. Accordingly, holders or prospective holders of the Subject Securities should consult their own tax advisors with respect to their particular circumstances and the tax consequences to them of acquiring, holding and disposing of the Subject Securities.

The taxation summary contained in this Circular does not address the Canadian federal income tax considerations applicable to any person who becomes a holder of Lode Gold Shares after the Effective Date or any person who receives a Spin Co Share or Resulting Issuer Share not pursuant to a Share Exchange (as defined herein) in connection with the Arrangement. Such persons should consult their own tax advisors regarding the income tax consequences to them in respect of the Arrangement and the matters described in this Circular.

Holders Resident in Canada

The following portion of the summary is applicable to a Holder who, for purposes of the Tax Act and any applicable income tax treaty or convention, is, or is deemed to be, resident in Canada at all relevant times (a "Resident Holder").

Certain Resident Holders whose Subject Securities might not otherwise qualify as capital property may, in certain circumstances, make an irrevocable election under subsection 39(4) of the Tax Act to have the Subject Securities and every "Canadian security" (as defined in the Tax Act) owned by such Resident Holder in the taxation year of the election, and in all subsequent years, deemed to be capital property. Resident Holders should consult their own tax advisors regarding that election.

Exchange of Spin Co Shares for Resulting Issuer Shares

Pursuant to the Arrangement, a Resident Holder, other than a Resident Dissenting Holder (as defined below), will exchange their Spin Co Shares for Resulting Issuer Shares. Such Resident Holder will be deemed to have disposed of such Spin Co Shares under a tax-deferred share-for-share exchange pursuant to section 85.1 of the Tax Act and will not recognize a capital gain (or capital loss), unless such Resident Holder chooses to recognize a capital gain (or capital loss) as described in the immediately following paragraph. More specifically, the Resident Holder will be deemed to have disposed of the Spin Co Shares for proceeds of disposition equal to the adjusted cost base of the Spin Co Shares to such Resident Holder, determined immediately before the Effective Time, and the Resident Holder will be deemed to have acquired the Resulting Issuer Shares at an aggregate cost equal to such adjusted cost base of the Spin Co Shares. This cost will be averaged with the adjusted cost base of all other Resulting Issuer Shares (if any) held by the Resident Holder as capital property for the purpose of determining the adjusted cost base of each Resulting Issuer Share held by the Resident Holder.

A Resident Holder who exchanges Spin Co Shares for Resulting Issuer Shares pursuant to the Arrangement and who chooses to recognize the full amount of the capital gain (or capital loss) in respect of the exchange may do so by including the full amount such capital gain (or capital loss) in computing its income for the taxation year in which the exchange takes place. In such circumstances, the Resident Holder will realize a capital gain (or a capital loss) equal to the amount, if any, by which the fair market value of the Resulting Issuer Shares received exceeds (or is less than) the aggregate of the adjusted cost base of the Spin Co Shares to the Resident Holder, determined immediately before the Effective Time, and any reasonable costs of disposition. For a description of the tax treatment of capital gains and capital losses, see "Holders Resident in Canada — Taxation of Capital Gains and Capital Losses" below. The cost of the Resulting Issuer Shares acquired on the exchange will be equal to the fair market value thereof in these circumstances. This cost will be averaged with the adjusted cost base of all

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other Resulting Issuer Shares (if any) held by the Resident Holder as capital property for the purpose of determining the adjusted cost base of such Resulting Issuer Shares.

Disposition of New Lode Gold Shares or Resulting Issuer Shares after the Arrangement

A Resident Holder that disposes or is deemed to dispose of a Resulting Issuer Share after the Arrangement (other than a disposition to the relevant issuer corporation that is not a sale in the open market in the manner in which shares would normally be purchased by any member of the public in the open market) will generally realize a capital gain (or sustain a capital loss) equal to the amount, if any, by which the proceeds of disposition of the Resulting Issuer Share exceeds (or is less than) the ACB to the Resident Holder of such Resulting Issuer Share at the time of disposition, less any reasonable costs of disposition. Any such capital gain or capital loss will be subject to the treatment generally described below under "Holders Resident in Canada – Taxation of Capital Gains and Capital Losses".

Taxation of Capital Gains and Capital Losses

Generally, one-half of any capital gain realized by a Resident Holder in a taxation year will be included in computing the Resident Holder's income for that taxation year as a "taxable capital gain" and, generally, one-half of any capital loss sustained in a taxation year (an "allowable capital loss") must be deducted from the taxable capital gains realized by the Resident Holder in the same taxation year, in accordance with the rules contained in the Tax Act. Allowable capital losses in excess of taxable capital gains realized by a Resident Holder in a particular taxation year may be carried back and deducted in any of the three preceding taxation years or carried forward and deducted in any subsequent taxation year against net taxable capital gains realized by the Resident Holder in such taxation year, subject to and in accordance with the rules contained in the Tax Act.

The amount of any capital loss sustained by a Resident Holder that is a corporation on the disposition of a Resulting Issuer Share may be reduced by the amount of any dividends received or deemed to have been received by such Resident Holder on the relevant share (or on a share for which such share was substituted) to the extent and in the circumstances described in the Tax Act. Similar rules may apply where the corporation is a member or beneficiary of a partnership or trust that held the share, or where a partnership or trust of which the corporation is a member or beneficiary is itself a member of a partnership or a beneficiary of a trust that held the share. Resident Holders to whom these rules may apply should consult their own tax advisors in this regard.

A Resident Holder that is, through the relevant taxation year, a "Canadian controlled private corporation" (as defined in the Tax Act) or "substantive CCPC" (as defined in the Notice of Ways and Means Motion to amend the Tax Act released by the Department of Finance Canada on April 7, 2022 in connection with the 2022 Federal Budget) may be liable to pay an additional tax (refundable in certain circumstances) on its "aggregate investment income", which includes taxable capital gains, for the year. Resident Holders to whom these rules may apply should consult their own tax advisors in this regard.

Taxation of Dividends

A Resident Holder who is an individual (other than certain trusts) will be required to include in income any dividends received or deemed to be received on the Resulting Issuer Shares and will be subject to the dividend gross-up and tax credit rules applicable to taxable dividends received from taxable Canadian corporations, including the enhanced dividend gross-up and tax credit that may be applicable if and to the extent that the Resulting Issuer designates the relevant taxable dividend to be an "eligible dividend" in accordance with the Tax Act. There can be no assurance that any dividend paid by the Resulting Issuer will be designated as an "eligible dividend" and the Resulting Issuer has not made any commitments in that regard.

A Resident Holder that is a corporation will be required to include in income any dividends received or deemed to be received on the Resulting Issuer Shares and will generally be entitled to deduct an equivalent amount in computing its income, subject to certain limitations set forth in the Tax Act and Tax Proposals. A Resident Holder that is a "private corporation" or a "subject corporation" (each as defined in the Tax Act) may also be liable under Part IV of the Tax Act to pay a special tax (refundable in certain circumstances) on any dividend received or deemed to be received on the Spin Co Shares to the extent that the dividend is deductible in computing the corporation's income for such taxation year.

A Resident Holder that is, throughout the year, a "Canadian-controlled private corporation" (as defined in the Tax Act) or "substantive CCPC" (as defined in the Notice of Ways and Means Motion to amend the Tax Act released by the Department

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of Finance Canada on April 7, 2022 in connection with the 2022 Federal Budget) may be subject to an additional tax (refundable in certain circumstances) on its "aggregate investment income", which includes dividends that are not deductible in computing taxable income for such taxation year. Subsection 55(2) of the Tax Act provides that, where certain corporate shareholders receive or are deemed to receive a dividend in specified circumstances, all or part of such dividend may be recharacterized as a capital gain from the disposition of capital property and not as a dividend. For a description of the tax treatment of capital gains and capital losses, see "Holders Resident in Canada – Taxation of Capital Gains and Capital Losses" above. Resident Holders that are corporations should consult their own tax advisors in respect of any dividends received or deemed to be received on the Resulting Issuer Shares having regard to its own circumstances.

Alternative Minimum Tax on Individuals

A Resident Holder who is an individual (including certain trusts) and receives a taxable dividend on, or realizes a capital gain on the disposition of a Resulting Issuer Share, may be liable for minimum tax to the extent and in the circumstances described in the Tax Act. Resident Holders should consult their own tax advisors with respect to the minimum tax provisions.

Dissenting Shareholders

A Resident Holder who validly exercises Dissent Rights and consequently receives a payment from Lode Gold equal to the fair value of such Resident Holder's Lode Gold Shares (each, a "Dissenting Resident Holder") will be deemed to receive a taxable dividend in the taxation year equal to the amount, if any, by which the amount received by the Dissenting Resident Holder for its Lode Gold Shares (excluding interest) exceeds the PUC of such Lode Gold Shares determined immediately before the Arrangement. The general tax consequences to a Dissenting Resident Holder that is deemed to receive a dividend are described above under "Holders Resident in Canada – Taxation of Dividends".

A Dissenting Resident Holder will also be deemed to have received proceeds of disposition for their Lode Gold Shares equal to the amount received by the Dissenting Resident Holder for their Lode Gold Shares (excluding interest) less the amount of any dividend deemed to be received as described above. Consequently, a Dissenting Resident Holder will realize a capital gain (or sustain a capital loss) to the extent that such proceeds of disposition exceed (or are less than) the ACB to such Dissenting Resident Holder of its Lode Gold Shares. The general tax consequences to a Dissenting Resident Holder that realizes a capital gain or sustains a capital loss are described above under "Holders Resident in Canada – Taxation of Capital Gains and Capital Losses".

Any interest awarded to a Dissenting Resident Holder will be included in such Resident Holder's income for the purposes of and in accordance with the Tax Act. Additional income tax considerations may be relevant to Resident Holders who fail to perfect or withdraw their claims pursuant to the Dissent Rights. Resident Holders should consult their own tax advisors with respect to the tax consequences to them of exercising Dissent Rights.

Eligibility for Investment – New Lode Gold Shares and Spin Co Shares

Subject to the provisions of any particular plan, the Resulting Issuer Shares will each be a "qualified investment" for a Registered Plan at a particular time provided that, at such time, the Resulting Issuer Shares are listed on a "designated stock exchange" as defined in the Tax Act or the Resulting Issuer is otherwise a "public corporation", as those terms are defined in the Tax Act. Management of Lode Gold and GRM expect that the Resulting Issuer Shares will be qualified investments as described above at the time such shares are issued pursuant to the Arrangement due to the Resulting Issuer Shares being listed on the CSE at that time.

In addition to the foregoing, if any of the Resulting Issuer Shares is a "prohibited investment" for purposes of the Tax Act for an RRSP, RRIF, RESP, RDSP or TFSA, the annuitant under such RRSP or RRIF, the subscriber of such RESP, or the holder of such RDSP or TFSA, as the case may be, may be subject to a penalty tax under the Tax Act. The Resulting Issuer Shares will generally not be a "prohibited investment" for a particular trust governed by an RRSP, RRIF, RESP, RDSP or TFSA if the annuitant, subscriber or holder, as applicable: (i) deals at arm's length with Lode Gold or the Resulting Issuer, as applicable, for purposes of the Tax Act, and (ii) does not have a "significant interest" (within the meaning of the Tax Act) in Lode Gold or the Resulting Issuer, as applicable, or any other corporation that is related to Lode Gold or the Resulting Issuer, as applicable, for purposes

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of the Tax Act. In addition, the Resulting Issuer Shares will not be a "prohibited investment" if such shares are "excluded property" (as defined in the Tax Act) for such RRSP, RRIF, RESP, RDSP or TFSA.

Holders, subscribers, or annuitants, as the case may be, of Registered Plans which currently hold Lode Gold Shares and will acquire Resulting Issuer Shares pursuant to the Arrangement are urged to consult their own tax advisors having regard to their own particular circumstances.

Holders Not Resident in Canada

The following portion of the summary is applicable to a Holder who, at all relevant times, for purposes of the Tax Act and any applicable income tax treaty or convention: (i) is neither resident in Canada nor deemed to be resident in Canada, (ii) does not and will not, and is not and will not be deemed to, use or hold the Subject Securities in connection with carrying on a business in Canada, (iii) does not carry on an insurance business in Canada, (iv) is not an "authorized foreign bank" (as defined in the Tax Act), (v) is not a "foreign affiliate" (as defined in the Tax Act) of a person resident in Canada, and (vi) is not, and does not deal at non-arm's length with, a "specified shareholder" (as defined in the Tax Act) of Lode Gold (each, a "Non-Resident Holder"). A "specified shareholder" for these purposes generally includes a person who (either alone or together with persons with whom that person is not dealing at arm's length for the purposes of the Tax Act) owns or has the right to acquire or control 25% or more of Lode Gold's shares determined on a votes or fair market value basis. Such Holders should consult their own tax advisors with regard to their particular circumstances.

The following portion of this summary, other than the portion under "Holders Not Resident in Canada – Dissenting Non-Resident Shareholders", applies to Non-Resident Holders that are not Dissenting Shareholders.

Exchange of Spin Co Shares for Resulting Issuer Shares

Spin Co Shares held by Non-Resident Holders, other than Non-Resident Dissenting Holders, as defined below, will be exchanged for Resulting Issuer Shares as part of the Arrangement. Such exchange will occur on a tax-deferred basis such that no capital gain or capital loss will be realized, unless the Non-Resident Holder chooses to recognize a capital gain or capital loss. Non-Resident Holders should consult their own tax advisors with respect to the tax consequences of the Arrangement.

Taxation of Dividends

A Non-Resident Holder who receives, or is deemed to receive, a dividend on the Resulting Issuer Shares will be subject to Canadian withholding tax at the rate of 25% of the gross amount of the dividend, unless that rate is reduced pursuant to the terms of an applicable income tax convention, to which the Non-Resident Holder is entitled to the benefits of, between Canada and another country of which the Non-Resident Holder is resident, as potentially modified by the MLI. By way of example, under the Convention Between Canada and The United States of America With Respect to Taxes on Income and on Capital, as amended (the "Convention"), where dividends are paid or credited to, or in certain circumstances derived by, a Non-Resident Holder who is a resident of the United States for the purposes of, and who is fully entitled to the benefits of, the Convention, the applicable rate of Canadian withholding tax is generally reduced to 15%. Lode Gold or Spin Co, as the case may be, will be required to withhold and deduct the required amount of withholding tax from the dividend, and to remit such amount to the CRA for the account of the Non-Resident Holder. Non-Resident Holders who may be eligible for a reduced rate of withholding tax on dividends pursuant to any applicable income tax convention should consult with their own tax advisors in that regard.

Dissenting Non-Resident Holders

A Non-Resident Holder who validly exercises Dissent Rights and consequently receives a payment from Lode Gold equal to the fair value of such Non-Resident Holder's Lode Gold Shares (each, a "Dissenting Non-Resident Holder") will be deemed to receive a taxable dividend in the taxation year equal to the amount, if any, by which the amount received by the Dissenting Non-Resident Holder for its Lode Gold Shares (excluding interest) exceeds the PUC of such Lode Gold Shares determined immediately before the Arrangement. The general tax consequences to a Dissenting Non-Resident Holder that is deemed to receive a dividend are described above under "Holders Not Resident in Canada – Taxation of Dividends".

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The Dissenting Non-Resident Holder will also be deemed to have received proceeds of disposition for its Lode Gold Shares equal to the amount received by the Dissenting Non-Resident Holder for its Lode Gold Shares (excluding interest) less the amount of any dividend deemed to be received as described above. Consequently, the Dissenting Non-Resident Holder will recognize a capital gain (or sustain a capital loss) to the extent that such proceeds of disposition exceed (or are less than) the ACB to such Dissenting Non-Resident Holder of its Lode Gold Shares.

A Non-Resident Dissenting Holder will not be subject to tax under the Tax Act on any capital gain realized on the disposition of its Lode Gold Shares unless: (a) such Lode Gold Shares constitute "taxable Canadian property" of the Dissenting Non-Resident Holder, and (b) the Dissenting Non-Resident Holder is not entitled to relief under an applicable income tax treaty or convention, as discussed above under "Holders Not Resident in Canada – Exchange of Old Lode Gold Shares for New Lode Gold Shares and Spin Co Shares".

Any interest awarded to a Dissenting Non-Resident Holder will not be subject to Canadian withholding tax, unless such interest is "participating debt interest" (within the meaning of the Tax Act). Additional income tax considerations may be relevant to Non-Resident Holders who fail to perfect or withdraw their claims pursuant to the Dissent Rights.

Non-Resident Holders should consult their own tax advisors with respect to the tax consequences to them of exercising Dissent Rights.

UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

INFORMATION CONCERNING LODE GOLD

Information relating to Lode Gold is available on SEDAR+ at www.sedarplus.ca. The audited financial statements of the Company for the fiscal year ended December 31, 2023, and the auditors' report thereon will be tabled before the Shareholders at the Meeting. Shareholders may contact the Company at its office at 100 King St. West, Suite 5700 Toronto, Ontario M5X 1C7 to request copies of the Company's financial statements and MD&A.

INFORMATION CONCERNING SPIN CO

Schedule "G" to this Circular sets forth information concerning the business of Spin Co under the heading "Information Concerning Spin Co".

INFORMATION CONCERNING GRM

Schedule "H" to this Circular sets forth information concerning the business of GRM under the heading "Information Concerning GRM".

INFORMATION CONCERNING THE RESULTING ISSUER

Schedule "I" to this Circular sets forth information concerning the business of the Resulting Issuer under the heading "Information Concerning the Resulting Issuer".

INTEREST OF EXPERTS

The following persons and companies have prepared certain sections of this Circular and/or Appendices and Schedules attached hereto as described below, or are named as having prepared or certified a report, statement or opinion in or incorporated by reference in this Circular.

Name of Expert	Nature of Relationship
MNP LLP	Auditor of Lode Gold and Spin Co
Davidson & Company LLP	Auditor of GRM
Marty Huber, P.Geo. and Mark Fekete, P.Geo of Breakaway Exploration Management Inc.	Author of WIN-Golden Culvert Technical Report
Michel Boily, PHD., P. Geo. of Géon Ltée	Author of McIntyre Brook Technical Report
Michel Boily, PHD., P. Geo. of Géon Ltée	Author of Riley Brook Technical Report

To the knowledge of Lode Gold, none of the experts so named (or any of the designated professionals thereof) held securities representing more than 1% of all issued and outstanding Lode Gold Shares as at the date of the statement, report or opinion in question, and none of the persons above is or is expected to be elected, appointed or employed as a director, officer or employee of Lode Gold or of any associate or affiliate of Lode Gold.

OTHER MATTERS

Management of the Company is not aware of any other matter to come before the Meeting other than as set forth in the Notice of Meeting. If any other matter properly comes before the Meeting, it is the intention of the persons named in the enclosed form of proxy to vote the Shares represented thereby in accordance with their best judgment on such matter.

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DATED at Toronto, Ontario this 27th day of December, 2024.

APPROVED BY THE BOARD OF DIRECTORS

(signed) "Wendy T. Chan"
Wendy T. Chan
Chief Executive Officer and Director

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SCHEDULE “A” - FORM OF ARRANGEMENT RESOLUTION

BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

A. The arrangement (as it may be modified or amended, the “Arrangement”) under Division 5 of Part 9 of the Business Corporations Act (British Columbia) involving Lode Gold Resources Inc. (the “Company”), 1475039 B.C. Ltd. (“Spin Co”) and Great Republic Mining Corp. (“GRM”) (all as more particularly described and set forth in the plan of arrangement, as it may be modified or amended, the “Plan of Arrangement”) attached as Schedule “B” to the Circular of the Company dated December 27, 2024, and all transactions contemplated thereby, are hereby authorized, approved and adopted.

B. The Arrangement Agreement dated as of October 21, 2024 between the Company, Spin Co and GRM, as it may be amended, modified or supplemented from time to time (the “Arrangement Agreement”), and the transactions contemplated therein, the actions of the directors of the Company in approving the Arrangement and the Arrangement Agreement and the actions of the directors and officers of the Company in executing and delivering the Arrangement Agreement and causing the performance by the Company of its obligations thereunder are hereby confirmed, ratified, authorized and approved.

C. The Company is hereby authorized to apply for a final order from the Supreme Court of British Columbia (the “Court”) to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement.

D. Notwithstanding that this resolution has been passed (and the Arrangement approved and agreed to) by shareholders of the Company or that the Arrangement has been approved by the Court, the directors of the Company are hereby authorized and empowered without further notice to or approval of any shareholders of the Company (i) to amend the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement or Plan of Arrangement and (ii) not to proceed with the Arrangement at any time prior to the Effective Time (as defined in the Arrangement Agreement).

E. Any director or officer of the Company is hereby authorized, empowered and instructed, acting for, in the name and on behalf of the Company, to execute or cause to be executed, under the seal of the Company or otherwise, and to deliver or to cause to be delivered, all such other documents and to do or to cause to be done all such other acts and things as in such person’s opinion may be necessary or desirable in order to carry out the intent of the foregoing paragraphs of these resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document or the doing of such act or thing.

A - 1

SCHEDULE "B" - PLAN OF ARRANGEMENT

[See attached]

B-1

SCHEDULE A TO THE ARRANGEMENT AGREEMENT
PLAN OF ARRANGEMENT

PLAN OF ARRANGEMENT UNDER DIVISION 5 OF PART 9
OF THE BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA)

Article 1
INTERPRETATION

1.1 Definitions

In the Plan of Arrangement, unless there is something in the subject matter or context inconsistent therewith, the following terms shall have the respective meanings set out below and grammatical variations of those terms shall have corresponding meanings:

(a) “ABCA” means the Business Corporations Act (Alberta) including all regulations made thereunder, as promulgated or amended from time to time;

(b) “Arrangement” means the arrangement under the provisions of Section 288 of the BCBCA, on the terms and conditions set out in the Plan of Arrangement, subject to any amendments or variations thereto made in accordance with Section 8.1 of the Arrangement Agreement or Article 6 of the Plan of Arrangement or made at the direction of the Court in the Final Order with the consent of Lode Gold and GRM, each acting reasonably;

(c) “Arrangement Agreement” means the amended and restated agreement made as of December 27, 2024 between Lode Gold, Spin Co and GRM, including the schedules thereto, as the same may be supplemented or amended from time to time prior to the Effective Date;

(d) “Arrangement Resolutions” means the resolutions of the Lode Gold Security holders approving the Arrangement to be considered at the Lode Gold Meeting;

(e) “BCBCA” means the Business Corporations Act (British Columbia) including all regulations made thereunder, as promulgated or amended from time to time;

(f) “Business Day” means any day, other than a Saturday, a Sunday or a statutory holiday in Vancouver, British Columbia;

(g) “Consolidation” means the 10:1 consolidation of the common shares without par value in the capital of Lode Gold as announced by Lode Gold on August 26, 2024;

(h) “Court” means the Supreme Court of British Columbia or the Alberta Court of King’s Bench, as applicable;

(i) “CSE” means the Canadian Securities Exchange;

(j) “Depositary” means any trust company, bank or other financial institution agreed to in writing by each of the Parties for the purpose of, among other things, exchanging certificates representing Lode Gold Shares for the Share Consideration in connection with the Arrangement;

(k) "Dissent Rights" has the meaning ascribed thereto in Section 4.1 of the Plan of Arrangement;

(l) "Dissenting Lode Gold Shareholder" means a registered holder of Lode Gold Shares who has duly and validly exercised the Dissent Rights in respect of the Arrangement Resolutions in strict compliance with the Dissent Rights and who is ultimately entitled to be paid fair value for its Lode Gold Shares;

(m) "Effective Date" means the date upon which the Arrangement becomes effective as set out in the certificate executed by the Parties pursuant to Section 5.5 of the Arrangement Agreement;

(n) "Effective Time" means 12:01 a.m. (Vancouver time) on the Effective Date or such other time as the Parties may agree upon in writing;

(o) "Encumbrance" means any mortgage, hypothec, pledge, assignment, charge, lien, claim, security interest, adverse interest, other third person interest or encumbrance of any kind, whether contingent or absolute, and any agreement, option, right or privilege (whether by law, contract or otherwise) capable of becoming any of the foregoing;

(p) "Final Order" means the order of the Court approving the Arrangement, in a form acceptable to Lode Gold and GRM, each acting reasonably, granted pursuant to Section 291 of the BCBCA, after a hearing upon the procedural and substantive fairness of the terms and conditions of the Arrangement, as such order may be affirmed, amended, modified, supplemented or varied by the Court (with the consent of both Lode Gold and GRM, each acting reasonably) at any time prior to the Effective Date or, if appealed, as affirmed or amended (provided that any such amendment is acceptable to both Lode Gold and GRM, each acting reasonably) on appeal unless such appeal is withdrawn, abandoned or denied;

(q) "FMV Reduction of a Lode Gold Share" means a reduction in the fair market value of a Lode Gold Share that arises solely as a result of the distribution by Lode Gold of the Spin Co Shares pursuant to the Plan of Arrangement in the amount of $0.19, subject to the requirements of the TSX-V;

(r) "Golden Culvert Properties" means the Golden Culvert properties located in Selwyn Basin, Tombstone Belt, southeastern Yukon;

(s) "Governmental Entity" means any applicable (i) multinational, federal, provincial, territorial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body or arbitrator, commission, board, bureau or agency, whether domestic or foreign, (ii) any subdivision, agency, commission, board or authority of any of the foregoing, (iii) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing, or (iv) any stock exchange, including the TSX-V and CSE;

(t) "GRM" means Great Republic Mining Corp.;

(u) "GRM Shares" means common shares in the capital of GRM;

(v) "holder", when used with reference to any securities of Lode Gold, means the holder of such securities shown from time to time in the central securities register maintained by or on behalf of Lode Gold in respect of such securities;

(w) "Interim Order" means the interim order of the Court to be issued following the application therefor contemplated by Section 2.2 of the Arrangement Agreement, and made pursuant to Section 291 of the BCBCA, providing for, among other things, the calling and holding of the Lode Gold Meeting, as the same may be amended by the Court with the consent of Lode Gold and GRM, each acting reasonably, in connection with the Arrangement, including any amendment thereto;

(x) "Investment Agreement" means the Investment Agreement dated August 26, 2024 among Lode Gold, Spin Co and Fancamp Exploration Ltd.;

(y) "Lode Gold" means Lode Gold Resources Inc., a corporation incorporated under the laws of the Province of Alberta;

(z) "Lode Gold Class A Shares" means the renamed and redesignated Lode Gold Shares as described in Section 3.1(c)(i) of this Plan of Arrangement;

(aa) "Lode Gold Contribution FMV" means, the aggregate of the Yukon Properties FMV, the McIntyre Brook Properties FMV and the amount raised pursuant to the Private Placement;

(bb) "Lode Gold Meeting" means the special meeting of the Lode Gold Securityholders, including any adjournment or postponement thereof, to be called and held in accordance with the Interim Order for the purpose of considering and, if thought fit, approving the Arrangement Resolutions;

(cc) "Lode Gold New Shares" has the meaning ascribed thereto in Section 3.1(e)(ii) of the Plan of Arrangement;

(dd) "Lode Gold Note" has the meaning ascribed thereto in Section 3.1(i) of the Plan of Arrangement;

(ee) "Lode Gold Option" means an option to acquire a Lode Gold Share granted pursuant to the Lode Gold Stock Option Plan which is outstanding and unexercised immediately prior to the Effective Time, whether or not vested;

(ff) "Lode Gold Optionholder" means a holder of one or more Lode Gold Options;

(gg) "Lode Gold Preferred Shares" has the meaning ascribed thereto in Section 3.1(e)(iii) of the Plan of Arrangement;

(hh) "Lode Gold Securityholders" means, together, the Lode Gold Shareholders, the Lode Gold Optionholders and the Lode Gold Warrantholders;

(ii) "Lode Gold Shareholder" means a holder of one or more Lode Gold Shares;

(jj) "Lode Gold Shares" means the common shares without par value in the capital of Lode Gold (post-Consolidation);

(kk) “Lode Gold Share Letter of Transmittal” means the letter of transmittal to be delivered by Lode Gold to the Lode Gold Shareholders providing for the delivery of Lode Gold Shares to the Depositary;

(II) “Lode Gold Stock Option Plan” means the Stock Option Plan of Lode Gold most recently approved by the Lode Gold Shareholders on July 6, 2023;

(mm) “Lode Gold Warrants” means the common share purchase warrants of Lode Gold;

(nn) “McIntyre Brook Properties” means the McIntyre Brook properties located in New Brunswick as further described in the Investment Agreement;

(oo) “McIntyre Brook Properties FMV” means the fair market value of the McIntyre Brook Properties, being $1,698,000.

(pp) “New Lode Gold Shares” means a new class of voting common shares without par value which Lode Gold will create and issue as described in Section 3.1(b) of this Plan of Arrangement and for which the Lode Gold Class A Shares are, in part, to be exchanged under the Plan of Arrangement and which, immediately after completion of the transactions comprising the Plan of Arrangement, will be identical in every relevant respect to the Lode Gold Shares;

(qq) “Notice of Dissent” means a notice of dissent duly and validly given by a registered holder of Lode Gold Shares exercising Dissent Rights as contemplated in the Interim Order and as described in Article 4 of the Plan of Arrangement;

(rr) “Plan of Arrangement” means this plan of arrangement, including any appendices hereto, and any amendments, modifications or supplements hereto made from time to time in accordance with the terms hereof or made at the direction of the Court in the Final Order, with the consent of Lode Gold and GRM, each acting reasonably;

(ss) “Private Placement” means a private placement to be conducted by Lode Gold for aggregate gross proceeds of up to approximately $1,500,000 to be used by Lode Gold to subscribe for Spin Co Shares;

(tt) “Share Consideration” means, in respect of each Spin Co Share, one (1) GRM Share;

(uu) “Spin Co” means 1475039 BC Ltd.;

(vv) “Spin Co Note” has the meaning ascribed thereto in Section 3.1(h) of the Plan of Arrangement;

(ww) “Spin Co Preferred Shares” has the meaning ascribed thereto in Section 3.1(b)(iii) of the Plan of Arrangement;

(xx) “Spin Co Share” means common shares without par value in the capital of Spin Co;

(yy) “Tax Act” means the Income Tax Act (Canada), as amended, and the regulations thereunder, as amended;

(zz) “TSX-V” means the TSX Venture Exchange;

(aaa) “U.S. Securities Act” means the United States Securities Act of 1933, as amended and the rules and regulations promulgated thereunder; and

(bbb) “U.S. Tax Code” means the United States Internal Revenue Code of 1986, as amended;

(ccc) “Win Property” means the Win property located in the Tombstone Belt, southeastern Yukon as further described in the Investment Agreement; and

(ddd) “Yukon Properties FMV” means the fair market value of the Golden Culvert Properties and the Win Property, being $5,942,000.

Any capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Arrangement Agreement. In addition, words and phrases used herein and defined in the BCBCA and not otherwise defined herein or in the Arrangement Agreement shall have the same meaning herein as in the BCBCA unless the context otherwise requires.

1.2 Interpretation Not Affected by Headings, etc.

The division of the Plan of Arrangement into Articles, Sections, paragraphs and other portions and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation thereof. Unless otherwise indicated, all references to an “Article”, “Section” or “paragraph” followed by a number and/or a letter refer to the specified Article, Section or paragraph of the Plan of Arrangement.

1.3 Number

In the Plan of Arrangement, unless the context otherwise requires, words used herein importing the singular include the plural and vice versa.

1.4 Date of Any Action

In the event that any date on which any action is required to be taken hereunder by any of the Parties is not a Business Day, such action shall be required to be taken on the next succeeding day which is a Business Day.

1.5 Time

Time shall be of the essence in every matter or action contemplated hereunder. All times expressed herein or in any letter of transmittal contemplated herein are local time (Vancouver, British Columbia) unless otherwise stipulated herein or therein.

1.6 Currency

Unless otherwise stated, all references in the Plan of Arrangement to sums of money are expressed in lawful money of Canada.

Article 2

EFFECT OF THE ARRANGEMENT

2.1 Arrangement Agreement

The Plan of Arrangement is made pursuant to, is subject to the provisions of, and forms a part of the Arrangement Agreement, except in respect of the sequence of the steps comprising the Arrangement, which shall occur in the order set forth herein.

2.2 Binding Effect

The Plan of Arrangement will become effective at the Effective Time and shall be binding upon GRM, Lode Gold, Spin Co, the Lode Gold Securityholders (including, for certainty, Dissenting Lode Gold Shareholders) and the Depositary.

Article 3

ARRANGEMENT

3.1 The Arrangement

Commencing at the Effective Time, each of the events set out below shall occur and be deemed to occur in the following sequence, in each case without any further authorization, act or formality of or by Lode Gold, GRM or any other person (provided that none of the following shall occur unless all of the following occur):

(a) each Lode Gold Share held by a Dissenting Lode Gold Shareholder shall be deemed to be acquired by Lode Gold from the Dissenting Lode Gold Shareholder, without any further act or formality on its part, free and clear of all Encumbrances, in consideration for a debt claim against Lode Gold for an amount determined and payable in accordance with Article 4 hereof, and:

(i) such Dissenting Lode Gold Shareholders shall cease to be the holders of such Lode Gold Shares and to have any rights as holders of such Lode Gold Shares, other than the right to be paid fair value for such Lode Gold Shares as set out in Article 4 hereof;

(ii) such Dissenting Lode Gold Shareholders’ names shall be removed as the holders of such Lode Gold Shares from the register of Lode Gold Shares maintained by or on behalf of Lode Gold; and

(iii) such Lode Gold Shares shall be cancelled and returned to treasury;

(b) the authorized share capital of Spin Co shall be amended to create an unlimited number of preferred shares, containing terms as more particularly described in Appendix 1 (the “Spin Co Preferred Shares”), and the Articles of Spin Co shall be amended to reflect the foregoing amendments;

(c) Lode Gold will be deemed to have automatically exchanged each of its issued and outstanding Spin Co Shares outstanding on the Effective Date for one Spin Co Preferred Share;

(d) the authorized share capital of Lode Gold shall be amended as follows:

(i) renaming and re-designing all of the issued and unissued Lode Gold Shares as Class A common shares (the "Lode Gold Class A Shares");

(ii) creating an unlimited number of common shares with terms identical to the Lode Gold Shares (the "Lode Gold New Shares"); and

(iii) creating an unlimited number of preferred shares, containing terms as more particularly described in Appendix 2 (the "Lode Gold Preferred Shares")

and the Articles of Lode Gold shall be amended to reflect the foregoing amendments;

(e) each Lode Gold Shareholder will be deemed to have automatically exchanged each of their issued and outstanding Lode Gold Class A Shares outstanding on the Effective Date for one Lode Gold New Share and 0.5739 of a Lode Gold Preferred Share and, each such Lode Gold Shareholder (other than a Lode Gold Dissenting Shareholder) shall automatically cease to be the holders of the Lode Gold Class A Shares so exchanged. Following the completion of such exchange, the name of each Lode Gold Shareholder shall be removed from the register of shareholders of Lode Gold Class A Shares and instead their name shall be added to the registers of shareholders of Lode Gold New Shares and Lode Gold Preferred Shares as the holder of the number of Lode Gold New Shares and Lode Gold Preferred Shares, deemed to have been received on the exchange, whereupon all of the issued Lode Gold Class A Shares shall be cancelled with the appropriate entries being made in the register of shareholders of Lode Gold Class A Shares. The paid-up capital (as that term is used for purposes of the Tax Act) of the Lode Gold Class A Shares immediately prior to the Effective Date shall be allocated between the Lode Gold New Shares and the Lode Gold Preferred Shares such that the paid-up capital of the Lode Gold New Shares and the Lode Gold Preferred Shares is based on the proportion that the fair market value (as that term is used for purposes of the Tax Act) of the Lode Gold New Shares or the Lode Gold Preferred Shares, as the case may be, is of the fair market value of all new shares issued on exchange. The aggregate fair market value of all Lode Gold Preferred Shares shall be equal to the Lode Gold Contribution FMV;

non-interest bearing promissory note having a principal amount and fair market value equal to the Lode Gold Contribution FMV (the "Lode Gold Note"). Spin Co will accept the Lode Gold Note as full satisfaction for the purchase price of its Lode Gold Preferred Shares so purchased for cancellation;

(i) the designated trigger price in any Lode Gold Warrant with an acceleration provision will be reduced in proportion to the FMV Reduction of a Lode Gold Share; and

(ii) the other terms and conditions of the Lode Gold Warrants will remain unchanged;

(n) each Spin Co Share outstanding shall be transferred to GRM in exchange for the Share Consideration, and:

(ii) such holders' names shall be removed as the holders of such Spin Co Shares from the register of Spin Co Shares maintained by or on behalf of Lode Gold; and

(iii) GRM shall be deemed to be the transferee of such Spin Co Shares, free and clear of all Encumbrances, and shall be entered in the register of Spin Co Shares maintained by or on behalf of Spin Co as the holder of such Spin Co Shares;

(o) GRM shall change its name to “Gold Orogen Resources Corp.”; and

(p) the foregoing matters will be deemed to occur on the Effective Date, notwithstanding that certain of the procedures related thereto may not be completed until after the Effective Date.

3.2 Post Effective Time Procedures

(a) Following the receipt of the Final Order and prior to the Effective Date, GRM shall deliver or arrange to be delivered to the Depositary the Share Consideration, including certificates representing GRM Shares required to be issued to Lode Gold Shareholders, in accordance with the provisions of Section 3.1(n) hereof, which certificates shall be held by the Depositary as agent and nominee for such Lode Gold Shareholders for distribution to such Lode Gold Shareholders in accordance with the provisions of Article 5 hereof.

(b) Subject to the provisions of Article 5 hereof, and upon return of a properly completed Lode Gold Share Letter of Transmittal by a registered Lode Gold Shareholder together with certificates representing Lode Gold Shares and such other documents as the Depositary and GRM may reasonably require, Lode Gold Shareholders shall be entitled to receive delivery of certificates or DRS statements representing (i) the New Lode Gold Shares that such holder is entitled to receive in accordance with Section 3.1(e) hereof, less any amounts withheld pursuant to Section 5.4; and (ii) the GRM Shares that such holder is entitled to receive in accordance with Section 3.1(n) hereof, less any amounts withheld pursuant to Section 5.7

3.3 No Fractional Shares

No fractional New Lode Gold Shares or GRM Shares will be distributed to the Lode Gold Shareholders, and, as a result, all fractional amounts arising out of this Plan of Arrangement will be rounded down to the next whole number without any compensation therefor. Any New Lode Gold Shares or GRM Shares not distributed as a result of such rounding down will be cancelled by Lode Gold or GRM, as applicable.

3.4 Deemed Fully Paid and Non-Assessable Shares.

All New Lode Gold Shares, Lode Gold Class A Shares, Lode Gold Preferred Shares, Spin Co Shares and Spin Co Preferred Shares issued pursuant hereto will be deemed to be validly issued and outstanding as fully paid and non-assessable shares for all purposes of the BCBCA.

Article 4 DISSENT RIGHTS

4.1 Rights of Dissent

(a) Pursuant to the Interim Order, each registered Lode Gold Shareholder may exercise rights of dissent (“Dissent Rights”) under section 191 of the ABCA, as modified by this Article 4 as the same may be modified by the Interim Order or the Final Order in respect of the Arrangement, provided that, notwithstanding subsection 191(5) of the ABAC, the written objection to the Arrangement Resolutions contemplated by section 191(5) of the ABCA must be sent to and received by Lode Gold not later than 5:00 p.m. on the Business Day that is two Business Days before the Lode Gold Meeting.

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(b) A Dissenting Lode Gold Shareholder shall, concurrently with the step contemplated in Section 3.1, cease to have any rights as a holder of Lode Gold Shares and shall only be entitled to be paid by Lode Gold the fair value of such holder's Lode Gold Shares net of all withholding or other taxes required to be withheld by Lode Gold, Spin Co, GRM or the Depositary in accordance Section 5.7. A Dissenting Lode Gold Shareholder who is entitled to be paid by Lode Gold the fair value of such holder's Lode Gold Shares shall, pursuant to Section 3.1(a), be deemed to have transferred such holder's Lode Gold Shares (free and clear of any Encumbrances) to Lode Gold for cancellation without any further act or formality at the effective time of Section 3.1(e), notwithstanding the provisions of section 191 of the ABCA.

(c) The fair value of the Lode Gold Shares held be a Dissenting Lode Gold Shareholder shall be determined as of the close of business on the last Business Day before the day on which the Arrangement Resolution is approved by the Lode Gold Shareholders at the Lode Gold Meeting.

(d) A Dissenting Lode Gold Shareholder who for any reason is not ultimately entitled to be paid the fair value of such holder's Lode Gold Shares shall be deemed to have participated in the Arrangement, commencing as of the Effective Time, on the same basis as a non-dissenting holder of Lode Gold Shares, notwithstanding the provisions of section 191 of the ABCA, and such Dissenting Lode Gold Shareholder shall be entitled to receive only the consideration contemplated in this Plan of Arrangement that such holder would have received pursuant to the Arrangement if such holder had not exercised Dissent Rights.

(e) In no event shall Lode Gold, Spin Co, GRM or any other person be required to recognize any Dissenting Shareholder as a Lode Gold Shareholder after the effective time of the transfer of the Lode Gold Shares to Lode Gold pursuant to Section 3.1(a), and the names of such holders shall be removed from the register of holders of Lode Gold Shares maintained by or on behalf of Lode Gold as at the Effective Time. In addition to any other restrictions under the ABCA, Lode Gold Optionholders and Lode Gold Warrantholders shall not be entitled to Dissent Rights.

(f) For greater certainty, in addition to any other restrictions in section 191 of the ABCA: (a) no Lode Gold Shareholder who has voted (including by way of instructing a proxy holder to vote) in favour of the Arrangement shall be entitled to exercise Dissent Rights; (b) voting against the Arrangement (including by way of instructing a proxy holder to vote) will not constitute a written objection referred to in subsection 191(5) of the ABCA; and (c) a Lode Gold Shareholder may only exercise Dissent Rights in respect of all, and not less than all, of its Lode Gold Shares.

Article 5
DELIVERY OF CERTIFICATES

5.1 Lode Gold Class A Shares Certificates

Recognizing that the Lode Gold Shares will be renamed and redesignated as Lode Gold Class A Shares pursuant to Section 3.1(d) and that the Lode Gold Class A Shares shall be exchanged for Lode Gold New Shares and Lode Gold Preferred Shares pursuant to Section 3.1(e), Lode Gold shall not issue replacement share certificates representing the Lode Gold Class A Shares.

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5.2 Lode Gold Preferred Shares Certificates

Recognizing that the Lode Gold Preferred Shares will be transferred to Spin Co in exchange for Spin Co Shares pursuant to Section 3.1(f), Lode Gold shall not issue share certificates representing the Lode Gold Preferred Shares issued pursuant to Section 3.1(e).

5.3 Spin Co Preferred Share Certificates

Recognizing that the Spin Co Preferred Shares shall be repurchased for cancellation by Spin Co pursuant to Section 3.1(g), Spin Co shall not issue share certificates representing the Spin Co Preferred Shares issued pursuant to Section 3.1(c).

5.4 Delivery of Share Consideration

(a) As soon as practicable following the later of the Effective Date and the surrender to the Depositary for cancellation of a certificate that immediately prior to the Effective Time represented outstanding Lode Gold Shares that were redesignated under Section Error! Reference source not found. and exchanged pursuant to Section Error! Reference source not found., together with a duly completed Lode Gold Share Letter of Transmittal and such additional documents and instruments as the Depositary, Lode Gold and GRM may reasonably require the former holder of such Lode Gold Shares shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder following the Effective Time, or make available for pick up at its offices during normal business hours, certificates or DRS statements representing (i) the New Lode Gold Shares that such holder is entitled to receive in accordance with Section 3.1(e) hereof, less any amounts withheld pursuant to Section 5.4; and (ii) the GRM Shares that such holder is entitled to receive in accordance with Section 3.1(n) hereof, less any amounts withheld pursuant to Section 5.7.

(b) Subject to Section 5.6, until surrendered as contemplated by this Section 5.3, each certificate which immediately prior to the Effective Time represented Lode Gold Shares will be deemed after the Effective Time to represent only the right to receive from the Depositary upon such surrender certificates or DRS statements representing (i) the New Lode Gold Shares that such holder is entitled to receive in accordance with Section 3.1(e) hereof, less any amounts withheld pursuant to Section 5.4; and (ii) the GRM Shares that such holder is entitled to receive in accordance with Section 3.1(n) hereof, less any amounts withheld pursuant to Section 5.7.

5.5 Loss of Certificates

In the event any certificate which immediately prior to the Effective Time represented any outstanding Lode Gold Shares has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the former holder of such Lode Gold Shares, the Depositary will deliver to such person or make available for pick up at its offices in exchange for such lost, stolen or destroyed certificate, certificates or DRS statements representing the New Lode Gold Shares and the GRM Shares to which the former holder of such Lode Gold Shares is entitled to receive pursuant to Section 3.1 hereof in accordance with such holder's Lode Gold Share Letter of Transmittal. When authorizing such payment in relation to any lost, stolen or destroyed certificate, the former holder of such Lode Gold Shares will, as a condition precedent to the delivery of such New Lode Gold Shares and Share Consideration, give a bond satisfactory to GRM and the Depositary in such sum as GRM may direct or otherwise indemnify GRM, Spin Co and Lode Gold in a manner satisfactory to GRM, Spin Co and Lode Gold against any claim that may

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be made against GRM, Spin Co or Lode Gold with respect to the certificate alleged to have been lost, stolen or destroyed.

5.6 Extinction of Rights

If any Lode Gold Shareholder fails to deliver to the Depositary the certificates, documents or instruments required to be delivered to the Depositary under Section 5.3 or Section 5.5 in order for such Lode Gold Shareholder to receive the New Lode Gold Shares and the Share Consideration which such former holder is entitled to receive pursuant to Section 3.1, on or before the second anniversary of the Effective Date, on the second anniversary of the Effective Date (i) such former holder will be deemed to have donated and forfeited to (A) Lode Gold or its successor any New Lode Gold Shares; and (B) GRM or its successor any Share Consideration held by the Depositary in trust for such former holder to which such former holder is entitled and (ii) any certificate representing Lode Gold Shares formerly held by such former holder will cease to represent a claim of any nature whatsoever and will be deemed to have been surrendered to Lode Gold and will be cancelled. Neither Lode Gold, Spin Co nor GRM, or any of their respective successors, will be liable to any person in respect of any New Lode Gold Shares or Share Consideration (including any consideration previously held by the Depositary in trust for any such former holder) which is forfeited to Lode Gold or GRM or delivered to any public official pursuant to any applicable abandoned property, escheat or similar law.

5.7 Distributions with Respect to Unsurrendered Certificates

No dividend or other distribution declared or made after the Effective Time with respect to New Lode Gold Shares or GRM Shares with a record date after the Effective Time shall be delivered to the holder of any unsurrendered certificate that, immediately prior to the Effective Time, represented outstanding Lode Gold Shares unless and until the holder of such certificate shall have complied with the provisions of Section 5.3 or Section 5.5 hereof. Subject to applicable law and to Section 5.8 hereof, at the time of such compliance, there shall, in addition to the delivery of a certificate representing the New Lode Gold Shares and GRM Shares to which such holder is thereby entitled, be delivered to such holder, without interest, the amount of the dividend or other distribution with a record date after the Effective Time theretofore paid with respect to such Lode Gold Shares and GRM Shares, as applicable.

5.8 Withholding Rights

Lode Gold, Spin Co GRM and the Depositary will be entitled to deduct and withhold from any consideration otherwise payable to any Lode Gold Shareholder under the Plan of Arrangement (including any payment to Dissenting Lode Gold Shareholders) such amounts as Lode Gold, Spin Co, GRM or the Depositary is required to deduct and withhold with respect to such payment under the Tax Act, the U.S. Tax Code, and the rules and regulations promulgated thereunder, or any provision of any provincial, state, local or foreign tax law as counsel may advise is required to be so deducted and withheld by Lode Gold, Spin Co, GRM or the Depositary, as the case may be. For the purposes hereof, all such withheld amounts shall be treated as having been paid to the person in respect of which such deduction and withholding was made on account of the obligation to make payment to such person hereunder, provided that such deducted or withheld amounts are actually remitted to the appropriate Governmental Entity by or on behalf of Lode Gold, Spin Co, GRM or the Depositary, as the case may be. To the extent necessary, such deductions and withholdings may be effected by selling any Lode Gold Shares or GRM Shares to which any such person may otherwise be entitled under the Plan of Arrangement, and any amount remaining following the sale, deduction and remittance shall be paid to the person entitled thereto as soon as reasonably practicable.

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5.9 Encumbrances

Any exchange or transfer of securities pursuant to the Plan of Arrangement shall be free and clear of any Encumbrances or other claims of third parties of any kind.

5.10 Paramountcy

From and after the Effective Time: (a) the Plan of Arrangement shall take precedence and priority over any and all Lode Gold Shares, Lode Gold Warrants and Lode Gold Options issued prior to the Effective Time, (b) the rights and obligations of the Lode Gold Securityholders, Lode Gold, Spin Co, GRM, the Depositary and any transfer agent or other depositary therefor in relation thereto, shall be solely as provided for in the Plan of Arrangement, and (c) all actions, causes of action, claims or proceedings (actual or contingent and whether or not previously asserted) based on or in any way relating to any Lode Gold Shares, Lode Gold Warrants and Lode Gold Options shall be deemed to have been settled, compromised, released and determined without liability except as set forth in the Plan of Arrangement.

Article 6 AMENDMENTS

6.1 Amendments to Plan of Arrangement

(a) Lode Gold and GRM reserve the right to amend, modify and/or supplement the Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) set out in writing, (ii) approved by Lode Gold and GRM, each acting reasonably, (iii) filed with the Court and, if made following the Lode Gold Meeting, approved by the Court, and (iv) communicated to or approved by the Lode Gold Shareholders or Lode Gold Securityholders, as applicable, if and as required by the Court.

(b) Any amendment, modification or supplement to the Plan of Arrangement may be proposed by Lode Gold at any time prior to the Lode Gold Meeting (provided that GRM has consented thereto) with or without any other prior notice or communication and, if so proposed and accepted by the persons voting at the Lode Gold Meeting (other than as may be required under the Interim Order), will become part of the Plan of Arrangement for all purposes.

(c) Any amendment, modification or supplement to the Plan of Arrangement that is approved or directed by the Court following the Lode Gold Meeting will be effective only if such amendment, modification or supplement (i) is consented to by each of Lode Gold and GRM (in each case acting reasonably), and (ii) if required by the Court or applicable law, is consented to by some or all, applicable, of the Lode Gold Securityholders or Lode Gold Shareholders, as applicable, voting in the manner directed by the Court.

(d) The Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement.

Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date unilaterally by GRM provided that it concerns a matter which, in the reasonable opinion of GRM, is of an

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administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interests of any former Lode Gold Securityholder/ Shareholder.

Article 7

FURTHER ASSURANCES

Notwithstanding that the transactions and events set out herein will occur and be deemed to occur in the order set out in the Plan of Arrangement without any further act or formality, each of Lode Gold, Spin Co and GRM will make, do and execute, or cause to be made, done and executed, any such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by any of them in order to further document or evidence any of the transactions or events set out herein.

Article 8

U.S. SECURITIES LAW MATTERS

Notwithstanding any provision herein to the contrary, this Plan of Arrangement will be carried out with the intention that (A) the issuance of the Spin Co Preferred Shares to Lode Gold in exchange for its Spin Co Shares, (B) the issuance of the Lode Gold New Shares and Lode Gold Preferred Shares to Lode Gold Shareholders in exchange for their Lode Gold Shares, (C) the issuance of the Spin Co Shares to Lode Gold Shareholders in exchange for their Lode Gold Preferred Shares, and (D) the issuance of the GRM Shares to Lode Gold Shareholders in exchange for their Spin Co Shares, will be issued and exchanged in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof and similar exemptions under applicable state securities laws, and pursuant to the terms, conditions and procedures set forth in the Arrangement Agreement.

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APPENDIX I

SPIN CO PREFERRED SHARES

SPECIAL RIGHTS AND RESTRICTIONS FOR THE PREFERRED SHARES OF 1475039 BC LTD. (THE "CORPORATION")

1.1 Definitions

In these Special Rights and Restrictions:

(a) "Arrangement" means the arrangement under the provisions of Section 288 of the BCBCA, on the terms and conditions set out in the Plan of Arrangement, subject to any amendments or variations thereto made in accordance with Section 8.1 of the Arrangement Agreement or Article 6 of the Plan of Arrangement or made at the direction of the Court in the Final Order with the consent of Lode Gold and GRM, each acting reasonably;

(b) "Arrangement Agreement" means the arrangement agreement between Lode Gold, Spin Co and GRM dated as of October 21, 2024, as amended and restated on December 27, 2024;

(c) "BCBCA" means the Business Corporations Act (British Columbia) including all regulations made thereunder, as promulgated or amended from time to time;

(d) "Board of Directors" means the board of directors of the Corporation;

(e) "Corporation" means 1475039 BC Ltd.;

(f) "Effective Date" means the date upon which the Arrangement becomes effective as set out in the certificate executed by the Corporation, Lode Gold and GRM pursuant to Section 5.5 of the Arrangement Agreement;

(g) “GRM” means Great Republic Mining Corp.;

(h) "Investment Agreement" means the Investment Agreement dated August 26, 2024 among Lode Gold, Spin Co and Fancamp Exploration Ltd.;

(i) "Lode Gold" means Lode Gold Resources Inc.;

(j) "Lode Gold Contribution FMV" means, the aggregate of the Yukon Properties FMV, the McIntyre Brook Properties FMV and the amount raised pursuant to the Private Placement;

(k) "McIntyre Brook Properties" means the McIntyre Brook properties located in New Brunswick as further described in the Investment Agreement;

(l) "McIntyre Brook Properties FMV" means the fair market value of the McIntyre Brook Properties, being $1,698,000;

(m) "Plan of Arrangement" means the Plan of Arrangement attached as Schedule "A" to the Arrangement Agreement;

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(n) "Private Placement" means a private placement to be conducted by Lode Gold for aggregate gross proceeds of up to approximately $1,500,000 to be used by Lode Gold to subscribe for Spin Co Shares;

(o) "Spin Co Preferred Share Redemption Amount" of a Spin Co Preferred Share means the aggregate Lode Gold Contribution FMV at the time of the transfer to the Corporation, divided by the number of Spin Co Preferred Shares issued in consideration therefore, plus any declared but unpaid dividend;

(p) "Spin Co Preferred Shares" preferred shares in the capital of the Corporation;

(q) "Spin Co Shares" common shares in the capital of the Corporation;

(r) "Tax Act" means the Income Tax Act (Canada), as amended, and the regulations thereunder, as amended;

(s) "Win Property" means the Win property located in the Tombstone Belt, southeastern Yukon as further described in the Investment Agreement; and

(t) "Yukon Properties FMV" means the fair market value of the Golden Culvert Properties and the Win Property, being $5,942,000.

The Spin Co Preferred Shares shall have the following rights, privileges, restrictions and conditions:

1.2 Voting Rights

Holders of outstanding Spin Co Preferred Shares shall not be entitled to vote with the holders of outstanding Common shares with respect to any and all matters presented to shareholders of the Corporation for their action or consideration (whether at a meeting of shareholders of the Corporation, by written resolution of shareholders in lieu of a meeting or otherwise), except as provided by law.

1.3 Redemption

Subject to applicable law, the Corporation may, with or without notice, redeem at any time any of the then outstanding Spin Co Preferred Shares on payment in cash or property for each Spin Co Preferred Shares of an amount equal to the Spin Co Preferred Share Redemption Amount, and the Board of Directors may authorize any person to conclusively determine the Spin Co Preferred Share Redemption Amount at any time, such determination to be evidenced by a certificate of such person. The Spin Co Preferred Share Redemption Amount will be the specified amount for the purposes of the Tax Act.

1.4 Dividends

Subject to the prior rights of holders of any shares of the Corporation ranking in priority to the Spin Co Preferred Shares, the holders of the Spin Co Preferred Shares shall be entitled to receive, if, as and when declared by the Board of Directors, noncumulative cash dividends in an amount or amounts to be determined by the Board of Directors from time to time.

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1.5 Participation on Liquidation of Wind-Up

In the event of liquidation, dissolution or winding-up of the Corporation or other return of capital by the Corporation, whether voluntary or involuntary, the holders of the Spin Co Preferred Shares are entitled to receive, before any distribution of any part of the profits and assets of the Corporation among the holders of any other shares, a payment of an amount equal to the Spin Co Preferred Share Redemption Amount to the extent of the amount of value of property available under applicable law for payment to shareholders upon such liquidation, dissolution or winding-up, and will be entitled to no more than the amount of that payment.

1.6 Issuance of Spin Co Preferred Shares

On the Effective Date and subject to the provisions of the BCBCA, pursuant to Section 3.1(d) of the Plan of Arrangement, the Corporation will issue to Lode Gold one Spin Co Preferred Share in exchange for each Spin Co Share held by Lode Gold where:

(a) the amount to be specified in respect of each Spin Co Preferred Share so issued will:

(i) be pursuant to a resolution of the Board of Directors;

(ii) be expressed as a dollar amount;

(iii) not be determined by a formula; and

(iv) not exceed the net fair market of the property received by the Corporation in consideration for its issuance;

(b) such issuance will occur without notice or act or formality required by the Corporation or Lode Gold.

1.7 Automatic Purchase for Cancellation

On the Effective Date and subject to the provisions of the BCBCA, the Spin Co Preferred Shares issued to Lode Gold pursuant to Section 1.6 above will, pursuant to Section 3.1(h) of the Plan of Arrangement, be purchased by the Corporation for cancellation by issuing to Lode Gold, as payment therefore, a demand non-interest bearing promissory note having a principle amount and fair market value equal to the aggregate Spin Co Preferred Share Redemption Amount of the Spin Co Preferred Shares so purchased for cancellation (the "Note"), and Lode Gold will accept the Note as full satisfaction for the purchase price of its Spin Co Preferred Shares so purchased, without any notice or other act or formality required by the Corporation or Lode Gold, and Lode Gold shall cease to be entitled to any right in respect of such shares except to receive the Note, unless the issuance of the Note is not made by the Corporation in accordance with the stated terms of the Plan of Arrangement and this Section 1.7, in which case the rights of Lode Gold shall remain unimpaired.

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APPENDIX II

LODE GOLD PREFERRED SHARES

SPECIAL RIGHTS AND RESTRICTIONS FOR THE PREFERRED SHARES OF LODE GOLD EXPLORATION INC. (THE "CORPORATION")

1.1 Definitions

In these Special Rights and Restrictions:

(b) "Arrangement Agreement" means the arrangement agreement between Lode Gold, Spin Co and GRM dated as of October 21, 2024, as amended and restated on December 27, 2024;

(c) "BCBCA" means the Business Corporations Act (British Columbia) including all regulations made thereunder, as promulgated or amended from time to time;

(d) "Board of Directors" means the board of directors of the Corporation;

(e) "Corporation" means Lode Gold Resources Inc.;

(f) "Effective Date" means the date upon which the Arrangement becomes effective as set out in the certificate executed by the Corporation, Spin Co and GRM pursuant to Section 5.5 of the Arrangement Agreement;

(g) "GRM" means Great Republic Mining Corp.;

(h) "Investment Agreement" means the Investment Agreement dated August 26, 2024 among Lode Gold, Spin Co and Fancamp Exploration Ltd.;

(i) "Lode Gold Contribution FMV" means, the aggregate of the Yukon Properties FMV, the McIntyre Brook Properties FMV and the amount raised pursuant to the Private Placement;

(j) "Lode Gold Preferred Shares" preferred shares in the capital of the Corporation;

(k) "Lode Gold Preferred Share Redemption Amount" of a Lode Gold Preferred Share means the Lode Gold Contribution FMV at the time of the transfer to Soin Co, divided by the number of Lode Gold Preferred Shares issued and outstanding, plus any declared but unpaid dividends;

(l) "Lode Gold Shares" common shares in the capital of the Corporation;

(m) "McIntyre Brook Properties" means the McIntyre Brook properties located in New Brunswick as further described in the Investment Agreement;

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(n) “McIntyre Brook Properties FMV” means the fair market value of the McIntyre Brook Properties, being $1,698,000;

(o) “Plan of Arrangement” means the Plan of Arrangement attached as Schedule “A” to the Arrangement Agreement;

(p) “Private Placement” means a private placement to be conducted by Lode Gold for aggregate gross proceeds of up to approximately $1,500,000 to be used by Lode Gold to subscribe for Spin Co Shares;

(q) “Spin Co” means 1475039 BC Ltd.;

(r) “Tax Act” means the Income Tax Act (Canada), as amended, and the regulations thereunder, as amended;

(s) “Win Property” means the Win property located in the Tombstone Belt, southeastern Yukon as further described in the Investment Agreement; and

(t) “Yukon Properties FMV” means the fair market value of the Golden Culvert Properties and the Win Property, being $5,942,000.

The Lode Gold Preferred Shares shall have the following rights, privileges, restrictions and conditions:

1.2 Voting Rights

Holders of outstanding Lode Gold Preferred Shares shall not be entitled to vote with the holders of outstanding Common shares with respect to any and all matters presented to shareholders of the Corporation for their action or consideration (whether at a meeting of shareholders of the Corporation, by written resolution of shareholders in lieu of a meeting or otherwise), except as provided by law.

1.3 Redemption

Subject to applicable law, the Corporation may, with or without notice, redeem at any time any of the then outstanding Lode Gold Preferred Shares on payment in cash or property for each Lode Gold Preferred Share of an amount equal to the Lode Gold Preferred Share Redemption Amount, and the Board of Directors may authorize any person to conclusively determine the Lode Gold Preferred Share Redemption Amount at any time, such determination to be evidenced by a certificate of such person. The Lode Gold Preferred Share Redemption Amount will be the specified amount for the purposes of the Tax Act.

1.4 Dividends

Subject to the prior rights of holders of any shares of the Corporation ranking in priority to the Lode Gold Preferred Shares, the holders of the Lode Gold Preferred Shares shall be entitled to receive, if, as and when declared by the Board of Directors, noncumulative cash dividends in an amount or amounts to be determined by the Board of Directors from time to time.

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1.5 Participation on Liquidation of Wind-Up

In the event of liquidation, dissolution or winding-up of the Corporation or other return of capital by the Corporation, whether voluntary or involuntary, the holders of the Lode Gold Preferred Shares are entitled to receive, before any distribution of any part of the profits and assets of the Corporation among the holders of any other shares, a payment of an amount equal to the Lode Gold Preferred Share Redemption Amount to the extent of the amount of value of property available under applicable law for payment to shareholders upon such liquidation, dissolution or winding-up, and will be entitled to no more than the amount of that payment.

1.6 Issuance of Lode Gold Preferred Shares

On the Effective Date and subject to the provisions of the BCBCA, pursuant to Section 3.1(f) of the Plan of Arrangement, each Lode Gold Share shall be exchanged for one Lode Gold New Share and 0.5739 of a Lode Gold Preferred Share where:

(a) the amount to be specified in respect of each Lode Gold Preferred Share so issued will:

(i) be pursuant to a resolution of the Board of Directors;

(ii) be expressed as a dollar amount;

(iii) not be determined by a formula; and

(iv) not exceed the net fair market of the property received by the Corporation in consideration for its issuance.

1.7 Automatic Purchase for Cancellation

On the Effective Date and subject to the provisions of the BCBCA, pursuant to Section 3.1(g) of the Plan of Arrangement, each holder of Lode Gold Preferred Shares will transfer to Spin Co their Lode Gold Preferred Shares (having an aggregate fair market value equal to the fair market value of the Lode Gold Contribution FMV) for an equal number of Spin Co Shares having an aggregate fair market value equal to the fair market value of the Lode Gold Preferred Shares so transferred. Such transfer will occur without any notice or other act or formality required by the Corporation, Spin Co or the holders of the Lode Gold Preferred Shares, and the holders shall cease to be entitled to any right in respect of such shares except to receive the Spin Co Shares, unless the issuance of the Spin Co Shares is not made by Spin Co in accordance with the stated terms of the Plan of Arrangement and this Section 1.7, in which case the rights of the holders of such shares shall remain unimpaired.

1.8 Automatic Purchase for Cancellation

On the Effective Date and subject to the provisions of the BCBCA, the Lode Gold Preferred Shares transferred to Spin Co pursuant to Section 1.7 above will, pursuant to Section 3.1(i) of the Plan of Arrangement, be purchased by the Corporation for cancellation by issuing to Spin Co, as payment therefore, a demand non-interest bearing promissory note having a principal amount and fair market value equal to the aggregate Lode Gold Preferred Share Redemption Amount of the Lode Gold Preferred Shares so transferred (the "Note"), and Spin Co will accept the Note as full satisfaction for the purchase price of its Lode Gold Preferred Shares so purchased, without any notice or other act or formality required by the Corporation or Spin Co, and Spin Co shall cease to be entitled to any right in respect of such shares except to receive the Note, unless the issuance of the Note is not made by

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the Corporation in accordance with the stated terms of the Plan of Arrangement and this Section 1.8, in which case the rights of SpinCo shall remain unimpaired.

SCHEDULE "C" - ARRANGEMENT AGREEMENT

[See attached]

C-1

AMENDED AND RESTATED ARRANGEMENT AGREEMENT

between

GREAT REPUBLIC MINING CORP.

and -

LODE GOLD RESOURCES INC.

and -

1475039 BC LTD.

Dated December 27, 2024

ARTICLE 1 DEFINITIONS, INTERPRETATION AND SCHEDULES

1.1 Definitions ... 2
1.2 Interpretation Not Affected by Headings ... 11
1.3 Number and Gender ... 11
1.4 Date for any Action ... 11
1.5 Statutory References ... 11
1.6 Currency ... 11
1.7 Invalidity of Provisions ... 11
1.8 Accounting Matters ... 11
1.9 Knowledge ... 12
1.10 Meaning of Certain Phrase ... 12
1.11 Schedules ... 12

ARTICLE 2 THE ARRANGEMENT

2.1 Arrangement ... 12
2.2 Interim Order ... 12
2.3 Lode Gold Meeting ... 14
2.4 Lode Gold Circular ... 14
2.5 Preparation of Filings ... 15
2.6 Final Order ... 15
2.7 Court Proceedings ... 16
2.8 Delivery of Consideration Shares ... 16
2.9 Closing ... 16
2.10 Announcement and Shareholder Communications ... 16
2.11 Withholding Taxes ... 17
2.12 U.S. Tax Matters ... 17
2.13 U.S. Securities Laws ... 17
2.14 GRM Shareholder Approval ... 19
2.15 Adjustment to Consideration ... 19
2.16 Lode Gold Options and Lode Gold Warrants ... 19

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of GRM ... 19
3.2 Representations and Warranties of Lode Gold ... 20
3.3 Representations and Warranties of Spin Co ... 20

ARTICLE 4 COVENANTS

4.1 Covenants of Lode Gold and Spin Co ... 20
4.2 Covenants of GRM ... 21
4.3 Indemnification and Insurance ... 26

ARTICLE 5 CONDITIONS

5.1 Notice and Cure Provisions ... 26
5.2 Mutual Conditions ... 27
5.3 Conditions to Obligations of GRM ... 28
5.4 Conditions to Obligations of Lode Gold and Spin Co ... 29
5.5 Satisfaction of Conditions ... 31

ARTICLE 6

FANCAMP ... 31

6.1 Fancamp Rights...31
ARTICLE 7 NON-SOLICITATION AND TERMINATION...31
7.1 Covenant Regarding Non-Solicitation...31
7.2 Termination...32
ARTICLE 8 AMENDMENT...33
8.1 Amendment...33
ARTICLE 9 GENERAL...33
9.1 Notices...33
9.2 Remedies...35
9.3 Expenses...35
9.4 Time of the Essence...35
9.5 Entire Agreement...35
9.6 Further Assurances...35
9.7 Governing Law...36
9.8 Execution in Counterparts...36
9.9 Waiver...36
9.10 No Personal Liability...36
9.11 Enurement and Assignment...36

SCHEDULE A - PLAN OF ARRANGEMENT...A-1
SCHEDULE B - REPRESENTATIONS AND WARRANTIES OF GRM...B-1
SCHEDULE C - REPRESENTATIONS AND WARRANTIES OF LODE GOLD...C-1
SCHEDULE D - REPRESENTATIONS AND WARRANTIES OF SPIN CO...D-1
SCHEDULE E - FORM OF LODE GOLD RESOLUTIONS...E-1

AMENDED AND RESTATED ARRANGEMENT AGREEMENT

THIS AGREEMENT made the 27th day of December, 2024

BETWEEN:

GREAT REPUBLIC MINING CORP.,

a company existing under the
Business Corporations Act (British Columbia),

(hereinafter referred to as "GRM")

and -

LODE GOLD RESOURCES INC.

a corporation existing under the
Business Corporations Act (Alberta),

(hereinafter referred to as "Lode Gold")

and -

1475039 BC LTD.

a company existing under the
Business Corporations Act (British Columbia),

(hereinafter referred to as "Spin Co" and collectively with GRM and Lode Gold, the "Parties")

WHEREAS Lode Gold is the registered and beneficial owner of a majority of the issued and outstanding Spin Co Shares;

AND WHEREAS Lode Gold, GRM and Spin Co entered into an arrangement agreement on October 21, 2024 (the "Original Arrangement Agreement");

AND WHEREAS pursuant to Section 8.1 of the Original Arrangement Agreement, the Original Arrangement Agreement may be amended by the written agreement of the Parties;

AND WHEREAS Lode Gold, GRM and Spin Co wish to amend and restate the Original Agreement in its entirety to reflect certain changes determined necessary and in the best interests of Lode Gold, GRM and Spin Co;

AND WHEREAS pursuant to the Plan of Arrangement as provided in this Agreement, GRM, Lode Gold and Spin Co propose an arrangement involving, among other things, the distribution to Lode Gold Shareholders of Spin Co Shares and the acquisition by GRM of all of the issued and outstanding securities of Spin Co;

AND WHEREAS the Parties intend to carry out the transactions contemplated hereby by way of an arrangement under the provisions of the Business Corporations Act (British Columbia);

AND WHEREAS the Lode Gold Board has unanimously determined that the Arrangement is fair to the Lode Gold Shareholders and that the Arrangement is in the best interests of Lode Gold, and the Lode Gold Board has decided to recommend that the Lode Gold Securityholders vote in favour of the Arrangement, all subject to the terms and conditions contained in this Agreement;

AND WHEREAS the GRM Board has unanimously determined that the Arrangement is in the best interests of GRM.

NOW THEREFORE in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the Parties hereto, the Parties hereto hereby covenant and agree as follows:

Article 1

DEFINITIONS, INTERPRETATION AND SCHEDULES

1.1 Definitions

In this Agreement, unless the context otherwise requires, the following words and terms used herein or in an exhibit with the initial letter or letters thereof capitalized shall have the meanings ascribed to them below:

(a) “Acquisition Proposal” means any proposal or offer made by a third party regarding a merger, amalgamation, statutory arrangement, share exchange, business combination, recapitalization, take-over bid, tender offer, sale, joint venture or other disposition, directly or indirectly, of 20% or more of the assets of GRM in a single transaction or a series of related transactions, reorganization, liquidation, winding-up, sale, issue or redemption of 20% or more of the total number of common shares or rights or interests therein or thereto or similar transactions involving GRM (other than the Arrangement);

(b) “affiliate” has the meaning ascribed thereto in the National Instrument 45-106 – Prospectus Exemptions;

(c) “Agreement” means this Arrangement Agreement, together with the schedules attached hereto, as amended, amended and restated or supplemented from time to time;

(d) “Arrangement” means the arrangement of Lode Gold under Section 288 of the BCBCA on the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations thereto made in accordance with Section 8.1 hereof or the Plan of Arrangement or made at the direction of the Court in the Final Order (provided, however, that any such amendment or variation is acceptable to both Lode Gold and GRM, each acting reasonably);

(e) “BCBCA” means the Business Corporations Act (British Columbia);

(f) "Business Day" means any day, other than a Saturday, a Sunday or a statutory holiday in Vancouver, British Columbia;

(g) "Court" means the Supreme Court of British Columbia or the Alberta Court of King's Bench, as applicable;

(h) "CSE" means the Canadian Securities Exchange;

(i) "Depository" means Odyssey Trust Company;

(j) "disclosed by GRM" or "GRM Filings" means disclosed by GRM in its public disclosure filings since September 30, 2022 or disclosed in the GRM Disclosure Letter;

(k) "disclosed by Lode Gold" or "Lode Gold Filings" means disclosed by Lode Gold in its public disclosure filings since September 30, 2022;

(l) "Dissent Rights" means the rights of dissent exercisable by registered Lode Gold Shareholders in respect of the Arrangement, described in the Plan of Arrangement;

(m) "Effective Date" means the effective date of the Arrangement, which shall be the second Business Day following the date on which all of the conditions precedent to the completion of the Arrangement contained in Article 5 have been satisfied or waived in accordance with this Agreement (other than those conditions which cannot, by their terms or nature, be satisfied until the Effective Date, but subject to satisfaction or waiver of such conditions as of the Effective Date), or such other date as may be mutually agreed in writing by the Parties;

(n) "Effective Time" has the meaning given in the Plan of Arrangement;

(o) "Employment Laws" means all Laws respecting employment, including pay equity, wages, hours of work, overtime, human rights and occupational health and safety, workers compensation;

(p) "Encumbrance" means any mortgage, hypothec, pledge, assignment, charge, lien, claim, security interest, adverse interest, other third person interest or encumbrance of any kind, whether contingent or absolute, and any agreement, option, right or privilege (whether by Law, contract or otherwise) capable of becoming any of the foregoing;

(q) "Environmental Laws" means all applicable Laws, including applicable common law, imposing obligations, responsibilities, liabilities or standards of conduct for or relating to: (a) the regulation or control of pollution, contamination, activities, materials, substances or wastes in connection with or for the protection of human health or safety, the environment or natural resources (including climate, air, surface water, groundwater, wetlands, land surface, subsurface strata, wildlife, aquatic species and vegetation); or (b) the use, generation, disposal, treatment, processing, recycling, handling, transport, distribution, destruction, transfer, import, export or sale of Hazardous Substances;

(r) "Environmental Permits" means all Permits issued or required by any Governmental Entity pursuant to any Environmental Law;

(s) "Fancamp" means Fancamp Exploration Ltd.;
(t) "Fancamp JV Agreement" means the joint venture agreement between Spin Co and Fancamp in respect of the Spin Co Subsidiary dated October 9, 2024;
(u) "Fancamp Participation Right" has the meaning ascribed to such term in Section 6.1(a)(i);
(v) "Final Order" means the final order of the Court pursuant to Section 291 of the BCBCA, in a form acceptable to Lode Gold and GRM, each acting reasonably, approving the Arrangement, as such order may be amended by the Court (with the consent of both Lode Gold and GRM, each acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended on appeal, made in connection with the approval of the Arrangement, including all amendments thereto made prior to the Effective Time;
(w) "Golden Culvert Properties" means the Golden Culvert properties located in Selwyn Basin, Tombstone Belt, southeastern Yukon;
(x) "Governmental Entity" means any applicable (i) multinational, federal, provincial, territorial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body or arbitrator, commission, board, bureau or agency, whether domestic or foreign, (ii) any subdivision, agency, commission, board or authority of any of the foregoing, (iii) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing, or (iv) any stock exchange, including the TSX-V and the CSE;
(y) "GRM Balance Sheet" shall have the meaning ascribed to such term in subsection (k) of Schedule B;
(z) "GRM Board" means the board of directors of GRM;
(aa) "GRM Disclosure Letter" means the letter dated October 21, 2024 delivered by GRM to Lode Gold with respect to certain matters in this Agreement;
(bb) "GRM Employee" means an employee of GRM;
(cc) "GRM MD&A" shall have the meaning ascribed to such term in subsection (j)(i) of Schedule B;
(dd) "GRM Options" means the outstanding options issued pursuant to the GRM Stock Option Plan to purchase GRM Shares;
(ee) "GRM Shareholder Approval" means the written consent of the GRM Shareholders approving the Plan of Arrangement or such other GRM Shareholder approval as may be required by the CSE;
(ff) "GRM Shareholders" means, at any time, the holders of GRM Shares;
(gg) "GRM Shares" means common shares in the capital of GRM;

(hh) “GRM Stock Option Plan” Stock Option Plan of GRM most recently approved by the GRM Shareholders on December 11, 2023;

(ii) “Hazardous Substance” means any chemical, material or substance in any form, whether solid, liquid, gaseous, semisolid or any combination thereof, whether waste material, raw material, finished product, intermediate product, by-product or any other material or article, that is listed or regulated under any Environmental Laws as a hazardous substance, toxic substance, waste or contaminant or is otherwise listed or regulated under any Environmental Laws because it poses a hazard to human health or the environment, including petroleum products, asbestos, PCBs, urea formaldehyde foam insulation and lead-containing paints or coatings;

(jj) “IFRS” means generally accepted accounting principles as set out in the CPA Canada Handbook – Accounting for an entity that prepares its financial statements in accordance with International Financial Reporting Standards, at the relevant time, applied on a consistent basis;

(kk) “Interim Order” means the interim order of the Court, contemplated by Section 2.2 of this Agreement and made pursuant to Section 291 of the BCBCA, providing for, among other things, the calling and holding of the Lode Gold Meeting, as the same may be amended by the Court with the consent of Lode Gold and GRM, each acting reasonably, in connection with the Arrangement, including any amendment thereto;

(II) “Investment Agreement” means the Investment Agreement dated August 26, 2024 among Lode Gold, Spin Co and Fancamp;

(mm) “Laws” means all laws, by-laws, rules, regulations, orders, ordinances, protocols, codes, guidelines, instruments, policies, notices, directions and judgments or other requirements of any Governmental Entity;

(nn) “Liability” of any person shall mean and include: (i) any right against such person to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured; (ii) any right against such person to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to any equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured; and (iii) any obligation of such person for the performance of any covenant or agreement (whether for the payment of money or otherwise);

(oo) “Lode Gold Arrangement Approval” means the approval of the Lode Gold Arrangement Resolutions as set out in Section 2.2(a)(iii) of this Agreement;

(pp) “Lode Gold Arrangement Resolutions” means the resolutions of Lode Gold Securityholders and Lode Gold Shareholders, each approving the Plan of Arrangement, to be considered at the Lode Gold Meeting and substantially in the form set out in Schedule D;

(qq) “Lode Gold Balance Sheet” shall have the meaning ascribed to such term in subsection (k) of Schedule C;

(rr) “Lode Gold Board” means the board of directors of Lode Gold;

(ss) "Lode Gold Circular" means the notice of the Lode Gold Meeting and accompanying management information circular, including all schedules, appendices and exhibits to, and information incorporated by reference in, such management information circular, to be sent to the Lode Gold Securityholders in connection with the Lode Gold Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the terms of this Agreement;

(tt) "Lode Gold Meeting" means the special meeting of the Lode Gold Securityholders held to consider and approve, among other things, the Arrangement;

(uu) "Lode Gold Options" means the outstanding options issued pursuant to the Lode Gold Stock Option Plan to purchase Lode Gold Shares;

(vv) "Lode Gold Securityholders" means, collectively, the holders of Lode Gold Shares, the holders of Lode Gold Warrants, and the holders of Lode Gold Options;

(ww) "Lode Gold Shareholders" means, at any time, the holders of Lode Gold Shares;

(xx) "Lode Gold Shares" means common shares in the capital of Lode Gold;

(yy) "Lode Gold Stock Option Plan" means the Stock Option Plan of Lode Gold most recently approved by the Lode Gold Shareholders on July 6, 2023;

(zz) "Lode Gold Warrants" means the common share purchase warrants of Lode Gold;

(aaa) "Material Adverse Effect" means, in respect of any Party, any one or more changes, effects, events, occurrences, circumstances or states of fact, that either individually or in the aggregate, that is, or would reasonably be expected to be, material and adverse to the business, properties, assets, liabilities (including any contingent liabilities that may arise through outstanding, pending or threatened litigation or otherwise), capitalization, condition (financial or otherwise), operations or results of operations of that Party and its Subsidiaries and material joint ventures taken as a whole, other than any change, effect, event or occurrence:

(i) relating to the global economy, financial, political conditions or securities markets in general;

(ii) affecting the worldwide mining industry, in general;

(iii) relating to a change in the market trading price or volume of publicly traded securities of that Party, either:

(A) related to this Agreement and the Arrangement or the announcement thereof, or

(B) related to such a change in the market trading price primarily resulting from a change, effect, event or occurrence excluded from this definition of Material Adverse Effect under clauses (i), (ii), (iv), (v), (vi) or (vii) hereof;

(iv) relating to the rate at which Canadian dollars can be exchanged for United States dollars or vice versa;

(v) relating to any generally applicable change in applicable Laws or regulations (other than orders, judgments or decrees against that Party any of its Subsidiaries and material joint ventures) or in IFRS; or

(vi) attributable to the announcement or pendency of this Agreement or the Arrangement, or otherwise contemplated by or resulting from the terms of this Agreement;

(vii) any changes or effects arising out of the matters permitted or contemplated by this Agreement or consented to or approved in writing by the other Party;

(viii) any matter which has been communicated in writing to the other party as of the date of this Agreement; or

(ix) any matter that prior to the date hereof has been publicly disclosed on such Party's SEDAR+ profile;

provided, however, that such effect referred to in clause (i), (ii) or (v) above does not primarily relate only to (or have the effect of primarily relating only to) that Party and its Subsidiaries and material joint ventures, taken as a whole, or disproportionately adversely affect that Party and its Subsidiaries and material joint ventures taken as a whole, compared to other companies of similar size operating in the industry in which that Party and its Subsidiaries and material joint ventures operate;

(bbb) “Material Contract” means the material contracts of GRM as set forth in the GRM Disclosure Letter to which GRM is party or by which it or any of its assets, rights or properties are bound, that, if terminated or modified, would have a Material Adverse Effect and shall, without limitation, include the following: (a) any lease, license of occupation, mining claim or option relating to real property or the exploration or extraction of minerals from such subject real property by GRM, as tenant, with third parties; (b) any contract under which GRM is obliged to make payments, or receives payments in excess of $25,000 in the aggregate in respect of expenditures; (c) any contract under which GRM is obliged to make payments for a period of more than twelve months without an ability to cancel such contract after an initial twelve month period has passed; (d) any partnership, limited liability company agreement, joint venture, alliance agreement or other similar agreement or arrangement relating to the formation, creation, operation, management, business or control of any partnership or joint venture; (e) any shareholders or stockholders agreements, registration rights agreements, voting trusts, proxies or similar agreements, arrangements or commitments with respect to any shares or other equity interests of GRM or any other contract relating to disposition, voting or dividends with respect to any shares or other equity securities of GRM; (f) any contract under which indebtedness of GRM for borrowed money is outstanding or may be incurred or pursuant to which any property or asset of GRM is mortgaged, pledged or otherwise subject to a Lien securing indebtedness in excess of $25,000, any contract under which GRM has directly or indirectly guaranteed any liabilities or obligations of any person or any contract restricting the incurrence of indebtedness by GRM or the incurrence of Liens on any properties or securities of

GRM or restricting the payment of dividends or other distributions; (g) any contract that purports to limit in any material respect the right of GRM to (A) engage in any line of business or (B) compete with any person or operate or acquire assets in any location; (i) any contract entered into in the past 12 months or in respect of which the applicable transaction has not yet been consummated for the acquisition or disposition, directly or indirectly (by merger or otherwise), of material assets or shares (or other equity interests) of another person for aggregate consideration in excess of $25,000, in each case other than in the ordinary course of business; (j) any contract providing for indemnification by GRM, other than contracts which provide for indemnification obligations of less than $25,000; (k) any standstill or similar contract currently restricting the ability of GRM to offer to purchase or purchase the assets or equity securities of another person; (l) any contract that is a material agreement with a Governmental Entity; or (m) any other contract that is or would reasonably be expected to be material to GRM;

(ccc) "McIntyre Brook Option Agreements" means the option agreements to acquire a 100% interest in the McIntyre Brook Properties as further described in the Investment Agreement;

(ddd) "McIntyre Brook Properties" means the McIntyre Brook properties located in New Brunswick as further described in the Investment Agreement;

(eee) "MI 61-101" means Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions;

(fff) "misrepresentation" has the meaning ascribed thereto in the Securities Act (British Columbia);

(ggg) "Money Laundering Laws" means applicable financial record-keeping and reporting requirements of the money laundering Laws of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Entity;

(hhh) "New Brunswick Properties" means the McIntyre Brook and Riley Brook Property;

(iii) "NI 43-101" means National Instrument 43-101 – Standards of Disclosure for Mineral Projects;

(jjj) "Outside Date" means the date by which the Arrangement contemplated by this Agreement is to be completed, which date shall be January 31, 2025;

(kkk) "Parties" means GRM, Spin Co and Lode Gold, and "Party" means either one of them;

(III) "Permit" means any license, permit, certificate, consent, order, grant, approval, agreement, classification, restriction, registration or other authorization of, from or required by any Governmental Entity;

(mmm) "person" includes an individual, partnership, association, body corporate, trustee, trust, joint venture, executor, administrator, legal representative, government (including any Governmental Entity) or any other entity, whether or not having legal status;

(nnn) "Permitted Encumbrances" has the meaning given to such term in the Investment Agreement;

(ooo) “Plan of Arrangement” means the plan of arrangement set forth in Schedule A;

(ppp) “Porcher Island Project” means the Porcher Mineral Property in the Skeena Mining Division in British Columbia;

(qqq) “Porcher Option Agreement” means the agreement for the option to acquire a 100% interest in the Porcher Island Project among GRM, Oliver J. Friesen, Christopher R. Paul and Michael A. Blady dated May 17, 2021, as amended on September 15, 2021, December 27, 2022, December 20, 2023, April 4, 2024 (fully agreed and announced August 22, 2024) and September 11, 2024;

(rrr) “Release” shall mean any release, spill, leak, discharge, abandonment, disposal, pumping, pouring, emitting, emptying, injecting, leaching, dumping, depositing, dispersing, passive migration, allowing to escape or migrate into or through the environment (including ambient air, surface water, ground water, land surface and subsurface strata or within any building, structure, facility or fixture) of any Hazardous Substance, including the abandonment or discarding of Hazardous Substances in barrels, drums, tanks or other containers, regardless of when discovered;

(sss) “Remedial Action” shall mean any investigation, feasibility study, monitoring, testing, sampling, removal (including removal of underground storage tanks), restoration, cleanup, remediation, closure, site restoration, remedial response or remedial work;

(ttt) “Riley Brook Properties” means the Riley Brook property located in New Brunswick as further described in the Investment Agreement;

(uuu) “SEC” means the United States Securities and Exchange Commission;

(vvv) “Section 3(a)(10) Exemption” has the meaning ascribed to it in Section 2.13;

(www) “Securities Authorities” means the British Columbia Securities Commission and the other securities regulatory authorities in the provinces and territories of Canada and the SEC, collectively;

(xxx) “SEDAR+” means the System for Electronic Document Analysis and Retrieval +;

(yyy) “Share Consideration” means one (1) GRM Share for each Spin Co Share;

(zzz) “Spin Co Board” means the board of directors of Spin Co;

(aaaa) “Spin Co Share” means common shares in the capital of Spin Co;

(bbbb) “Spin Co Shareholder Approval” means the written consent of the Spin Co Shareholders approving the Plan of Arrangement;

(cccc) “Spin Co Shareholders” means, at any time, the holders of Spin Co Shares;

(dddd) “Spin Co Subsidiary” means Acadian Gold Corp.;

(eeee) “Spin Co Subsidiary Shares” means common shares in the capital of the Spin Co Subsidiary;

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(ffff) “Subsidiary” means, with respect to a specified body corporate, any body corporate of which the specified body corporate is entitled to elect a majority of the directors thereof and shall include any body corporate, partnership, joint venture or other entity over which such specified body corporate exercises direction or control or which is in a like relation to such a body corporate, excluding any body corporate in respect of which such direction or control is not exercised by the specified body corporate as a result of any existing contract, agreement or commitment;

(gggg) “Tax” and “Taxes” means all taxes, assessments, charges, dues, duties, rates, fees, imposts, levies and similar charges of any kind lawfully levied, assessed or imposed by any Governmental Entity, including all income taxes (including any tax on or based upon net income, gross income, income as specially defined, earnings, profits or selected items of income, earnings or profits) and all capital taxes, gross receipts taxes, environmental taxes, sales taxes, use taxes, ad valorem taxes, value added taxes, transfer taxes (including, without limitation, taxes relating to the transfer of interests in real property or entities holding interests therein), franchise taxes, license taxes, withholding taxes, payroll taxes, employment taxes, Canada or Quebec Pension Plan premiums, excise, severance, social security, workers’ compensation, employment insurance or compensation taxes or premium, stamp taxes, occupation taxes, premium taxes, property taxes, windfall profits taxes, alternative or add-on minimum taxes, goods and services tax, customs duties or other taxes, fees, imports, assessments or charges of any kind whatsoever, together with any interest and any penalties or additional amounts imposed by any Governmental Entity;

(hhhh) “Tax Act” means the Income Tax Act (Canada), as amended, and the regulations thereunder, as amended;

(iii) “Tax Returns” means all returns, schedules, elections, declarations, reports, information returns, notices, forms, statements and other documents made, prepared or filed with any Governmental Entity or required to be made, prepared or filed with any Governmental Entity relating to Taxes;

(jjjj) “Technical Information” means all seismic, geophysical, geochemical, drilling, metallurgical, and other data, drill logs, assays, designs, drawings, recipes, specifications, instructional materials, NI 43-101 technical reports, environmental baselines and environmental impact reports, paleontological and archaeological reports, hydro geological reports, reserve and resource reports, and such other scientific and technical reports, data and information;

(kkkk) “TSX-V” means the TSX Venture Exchange Inc.;

(llll) “United States” or “U.S.” means the United States of America, its territories and possessions, any State of the United States and the District of Columbia;

(mmmm) “U.S. Tax Code” means the U.S. Internal Revenue Code of 1986, as amended;

(nnnn) “Win Option Agreement” means the option agreements to acquire a 100% interest in the Win Property as further described in the Investment Agreement;

(oooo) “Win Property” means the Win property located in the Tombstone Belt, southeastern Yukon as further described in the Investment Agreement;

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(pppp) “Yukon Properties” means the Golden Culvert Properties and the Win Property; and
(qqqq) “1933 Act” means the United States Securities Act of 1933, as amended.

1.2 Interpretation Not Affected by Headings

The division of this Agreement into articles, sections, subsections, paragraphs and subparagraphs and the insertion of headings herein are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. The terms “this Agreement”, “hereof”, “herein”, “hereto”, “hereunder” and similar expressions refer to this Agreement and the schedules attached hereto and not to any particular article, section or other portion hereof and include any agreement, schedule or instrument supplementary or ancillary hereto or thereto.

1.3 Number and Gender

In this Agreement, unless the context otherwise requires, words importing the singular only shall include the plural and vice versa, words importing the use of either gender shall include both genders and neuter.

1.4 Date for any Action

If the date on which any action is required to be taken hereunder by any Party hereto is not a Business Day, such action shall be required to be taken on the next succeeding day that is a Business Day.

1.5 Statutory References

Any reference in this Agreement to a statute includes all regulations and rules made thereunder, all amendments to such statute or regulation in force from time to time and any statute or regulation that supplements or supersedes such statute or regulation.

1.6 Currency

Unless otherwise stated, all references in this Agreement to amounts of money are expressed in lawful money of Canada.

1.7 Invalidity of Provisions

Each of the provisions contained in this Agreement is distinct and severable and a declaration of invalidity or unenforceability of any such provision or part thereof by a court of competent jurisdiction shall not affect the validity or enforceability of any other provision hereof. To the extent permitted by applicable Law, the Parties hereto waive any provision of Law that renders any provision of this Agreement or any part thereof invalid or unenforceable in any respect. The Parties hereto will engage in good faith negotiations to replace any provision hereof or any part thereof that is declared invalid or unenforceable with a valid and enforceable provision or part thereof, the economic effect of which approximates as much as possible the invalid or unenforceable provision or part thereof that it replaces.

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1.8 Accounting Matters

Unless otherwise stated, all accounting terms used in this Agreement shall have the meanings attributable thereto under IFRS and all determinations of an accounting nature required to be made hereunder shall be made in a manner consistent with IFRS.

1.9 Knowledge

Where the phrases “to the knowledge of” or to a Party’s “knowledge” are used, such phrase shall mean, in respect of each representation and warranty or other statement which is qualified by such phrase, that such representation and warranty or other statement is being made based upon the collective actual knowledge of the senior officers of such Party after due inquiry.

1.10 Meaning of Certain Phrase

In this Agreement the phrase “in the ordinary and regular course of business” of a person, or phrases of similar expression and intent, shall mean and refer to those activities that are consistent with past practices of such person and in the ordinary course of the normal day-to-day business and operations of such person, and the phrase “consent not to be unreasonably withheld”, or phrases of similar expression and intent, shall mean that such consent shall not be unreasonably withheld, conditioned or delayed.

1.11 Schedules

The following schedules are attached to, and are deemed to be incorporated into and form part of, this Agreement:

Schedule	Matter
A	Plan of Arrangement
B	Representations and Warranties of GRM
C	Representations and Warranties of Lode Gold
D	Representations and Warranties of Spin Co
E	Lode Gold Arrangement Resolutions

Article 2

THE ARRANGEMENT

2.1 Arrangement

The Parties agree that the Arrangement will be implemented in accordance with and subject to the terms and conditions contained in this Agreement and the Plan of Arrangement.

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2.2 Interim Order

(a) Lode Gold shall apply to the Court pursuant to Section 291 of the BCBCA, as soon as reasonably practicable following the execution of this Agreement, and in any event in time to hold the Lode Gold Meeting in accordance with Section 2.3, and prepare, file and diligently pursue an application for the Interim Order, which shall provide, among other things:

(i) for the class of persons to whom notice is to be provided in respect of the Arrangement and the Lode Gold Meeting and for the manner in which such notice is to be provided;

(ii) for confirmation of the record date for the Lode Gold Meeting;

(iii) that the requisite approval (the “Lode Gold Arrangement Approval”) for the Lode Gold Arrangement Resolutions shall be the affirmative vote of:

(A) 66½% of the votes cast by Lode Securityholders, voting together as a single class, present in person or represented by proxy at the Lode Gold Meeting;

(B) 66½% of the votes cast by Lode Gold Shareholders present in person or represented by proxy at the Lode Gold Meeting; and

(C) a majority of the votes cast by Lode Gold Shareholders present in person or represented by proxy at the Lode Gold Meeting excluding for this purpose votes attached to the Lode Gold Shares held by persons described in items (a) through (d) of Section 8.1(2) of MI 61-101, if required;

(iv) that in all other respects, the terms, conditions and restrictions of Lode Gold’s constating documents, including quorum requirements and other matters, shall apply in respect of the Lode Gold Meeting;

(v) for the grant of Dissent Rights only to registered Lode Gold Shareholders;

(vi) for notice requirements with respect to the presentation of the application to the Court for the Final Order;

(vii) that the Lode Gold Meeting may be adjourned from time to time by the Lode Gold Board, subject to the terms of this Agreement, without the need for additional approval of the Court;

(viii) that the record date for Lode Gold Securityholders entitled to notice of and to vote at the Lode Gold Meeting will not change in respect of any adjournment(s) of the Lode Gold Meeting, unless required by applicable Laws;

(ix) that the Parties intend to rely upon the exemption from the registration requirements of the 1933 Act provided by Section 3(a)(10) of the 1933 Act to issue (A) the Spin Co Preferred Shares to Lode Gold in exchange for its Spin Co Shares, (B) the Lode Gold

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New Shares and Lode Gold Preferred Shares to Lode Gold Shareholders in exchange for their Lode Gold Shares, (C) the Spin Co Shares to Lode Gold Shareholders in exchange for their Lode Gold Preferred Shares, and (D) the GRM Shares to Lode Gold Shareholders in exchange for their Spin Co Shares, based on the Court’s determination that the Arrangement is substantively and procedurally fair to Lode Gold Shareholders and Spin Co Shareholders, all in accordance with the Plan of Arrangement; and

(x) for such other matters as Lode Gold and Lode Gold may reasonably require, as the case may be, subject to the consent of the other Party, such consent not to be unreasonably withheld, delayed or conditioned.

2.3 Lode Gold Meeting

Subject to receipt of the Interim Order and the terms of this Agreement:

(a) Lode Gold shall convene and conduct the Lode Gold Meeting in accordance with the Interim Order, Lode Gold’s articles and notice of articles and applicable Laws as soon as reasonably practicable with a targeted date of on or before December 15, 2024. Lode Gold shall, in consultation with GRM, fix and publish a record date for the purposes of determining the Lode Gold Securityholders entitled to receive notice of and vote at the Lode Gold Meeting in accordance with the Interim Order.

(b) Lode Gold will promptly advise GRM as GRM may reasonably request as to the aggregate tally of the proxies received by Lode Gold in respect of the Lode Gold Arrangement Resolutions.

(c) Lode Gold will promptly advise GRM of any written notice of dissent or purported exercise by any Lode Gold Shareholder of Dissent Rights received by Lode Gold in relation to the Arrangement, of any withdrawal of Dissent Rights received by Lode Gold and of any written communications sent by or on behalf of Lode Gold to any Lode Gold Shareholder exercising or purporting to exercise Dissent Rights in relation to the Arrangement.

(d) At the request of GRM from time to time, Lode Gold will prepare or cause to be prepared by its transfer agent and provided to GRM a list of the holders of Lode Gold Shares, Lode Gold Options, Lode Gold Warrants, and will deliver to GRM thereafter upon request supplemental lists setting out any changes thereto, all such deliveries to be in electronic format if available from Lode Gold’s transfer agent.

2.4 Lode Gold Circular

(a) Lode Gold shall (i) prepare the Lode Gold Circular together with any other documents required by applicable Laws, (ii) file the Lode Gold Circular in all jurisdictions where the same is required to be filed, and (iii) mail the Lode Gold Circular as required under applicable Laws and by the Interim Order. On the date of mailing thereof, the Lode Gold Circular shall comply in all material respects with all applicable Laws and the Interim Order and shall contain sufficient detail to permit the Lode Gold Securityholders to form a reasoned judgement concerning the matters to be placed before them at the Lode Gold Meeting.

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(b) Lode Gold shall (i) recommend to holders of Lode Gold Shares that they vote in favour of the Arrangement Resolutions, (ii) include in the Lode Gold Circular statements that the Lode Gold Board (other than the directors who have abstained from voting, if any) unanimously determined that the Arrangement is in the best interests of Lode Gold and recommends that Lode Gold Security holders vote in favour of the Lode Gold Arrangement Resolutions, and (iii) include in the Lode Gold Circular all statements that, in the reasonable judgement of the Parties and their legal counsel, are required to allow the Parties to rely on the Section 3(a)(10) Exemption and exemptions under applicable U.S. state securities Laws.

(c) GRM shall provide to Lode Gold all information regarding GRM, its affiliates and the GRM Shares, including any pro forma financial statements prepared in accordance with IFRS and applicable Laws as required by the Interim Order or applicable Laws for inclusion in the Lode Gold Circular or in any amendments or supplements to such Lode Gold Circular. GRM shall also use commercially reasonable efforts to obtain any necessary consents from any of its auditors and any other advisors to the use of any financial, technical or other expert information required to be included in the Lode Gold Circular and to the identification in the Lode Gold Circular of each such advisor. GRM shall ensure that such information shall be complete and correct in all material respects and comply in all material respects with applicable Laws and that it does not include any misrepresentation. Any costs incurred by Lode Gold and Spin Co as a result of the late delivery by GRM of any information required to be delivered by GRM pursuant to this Section 2.4(c) shall be the sole responsibility of GRM.

(d) Lode Gold and GRM shall each promptly notify each other if at any time before the Effective Date either becomes aware that the Lode Gold Circular contains a misrepresentation, or that otherwise requires an amendment or supplement to the Lode Gold Circular and the Parties shall co-operate in the preparation of any amendment or supplement to the Lode Gold Circular as required or appropriate, and Lode Gold shall promptly mail or otherwise publicly disseminate any amendment or supplement to the Lode Gold Circular to Lode Gold Security holders and, if required by the Court or applicable Laws, file the same with any Governmental Entity and as otherwise required.

2.5 Preparation of Filings

GRM and Lode Gold shall co-operate and use their reasonable commercial efforts in good faith to take, or cause to be taken, all reasonable actions, including the preparation of any applications for Regulatory Approvals and other orders, registrations, consents, filings, rulings, exemptions, no-action letters, circulars and approvals required in connection with this Agreement and the Arrangement and the preparation of any required documents, in each case as reasonably necessary to discharge their respective obligations under this Agreement, the Arrangement and the Plan of Arrangement, and to complete any of transactions contemplated by this Agreement, including their obligations under applicable Laws. It is acknowledged and agreed that, unless required to ensure that the Consideration Shares are freely tradeable in Canada and that the Consideration Shares will not be subject to transfer restrictions under the 1933 Act upon their issuance, except for Consideration Shares that are held by Lode Gold, Spin Co or "affiliates" (as defined in Rule 405 under the 1933 Act) of the Parties at the Effective Date or within 90 days prior to the Effective Date, GRM shall not be required to file a prospectus or similar document or otherwise become subject to the securities Laws of any jurisdiction (other than a Province of Canada) in order to complete the Arrangement. GRM shall make such securities and other regulatory filings in the United States or other jurisdictions as may be reasonably necessary in connection with the completion of the Arrangement, including to ensure the availability of exemptions or qualifications

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under applicable U.S. state securities laws. Lode Gold shall provide to GRM all information regarding Lode Gold, Spin Co and their respective affiliates as required by applicable securities Laws in connection with such filings. Lode Gold shall also use commercially reasonable efforts to obtain any necessary consents from any of its auditors and any other advisors to the use of any financial, technical or other expert information required to be included in such filings and to the identification in such filings of each such advisor.

2.6 Final Order

If the Interim Order is obtained and the Lode Gold Arrangement Approval is obtained, as provided for in the Interim Order, then, subject to the terms of this Agreement, Lode Gold shall apply to the Court for the Final Order and diligently pursue such applications as soon as reasonably practicable and, in any event, within five Business Days following obtaining the Lode Gold Arrangement Approval. The application and motion materials, including affidavit materials, draft orders and any amendments thereto for the application referred to in this Section 2.6 shall be in a form satisfactory to the Parties, each acting reasonably.

2.7 Court Proceedings

Subject to the terms of this Agreement, GRM will cooperate with and assist Lode Gold in seeking the Interim Order and the Final Order, including by providing Lode Gold on a timely basis any information reasonably required to be supplied by GRM in connection therewith. Lode Gold shall provide to GRM's outside counsel on a timely basis copies of any notice of appearance or other Court documents served on Lode Gold in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by Lode Gold indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order.

2.8 Delivery of Consideration Shares

GRM will, following receipt by Lode Gold of the Final Order and prior to the filing by Lode Gold of any records, documents or information in connection with the Arrangement with the Registrar, deposit in escrow with the Depositary sufficient GRM Shares to satisfy the Share Consideration payable to the Lode Gold Shareholders pursuant to the Plan of Arrangement (other than Lode Gold Shareholders exercising Dissent Rights and who have not withdrawn their notice of objection).

2.9 Closing

On the second (2nd) Business Day after the satisfaction or, where not prohibited, the waiver of the conditions (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or, where not prohibited, the waiver of those conditions as of the Effective Date) set forth in Article 5, unless another time or date is agreed to in writing by the Parties, Lode Gold shall file with the Registrar any records, information or other documents required to be filed with the Registrar in connection with the Arrangement. From and after the Effective Time, the Plan of Arrangement will have all of the effects provided by applicable Law, including the BCBCA. The closing of the transactions contemplated here by will take place at the offices of counsel to Lode Gold or at such other location as may be agreed to by the Parties.

2.10 Announcement and Shareholder Communications

GRM and Lode Gold shall each publicly announce the transactions contemplated hereby promptly following the execution of this Agreement by GRM and Lode Gold, the text and timing of each Party's announcement to be

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approved by the other Party in advance, acting reasonably. GRM and Lode Gold shall co-operate in the preparation of presentations, if any, to Lode Gold Shareholders or the GRM Shareholders regarding the transactions contemplated by this Agreement, and no Party shall (a) issue any press release or otherwise make public announcements with respect to this Agreement or the Plan of Arrangement without the prior consent of the other Party (which consent shall not be unreasonably withheld or delayed) or (b) make any filing with any Governmental Entity with respect thereto without prior consultation with the other Party; provided, however, that the foregoing shall be subject to each Party's overriding obligation to make any disclosure or filing required under applicable Laws or stock exchange rules, and the Party making such disclosure shall use all commercially reasonable efforts to give prior oral or written notice to the other Party and reasonable opportunity to review or comment on the disclosure or filing, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing.

2.11 Withholding Taxes

Lode Gold, GRM, Spin Co and the Depositary will be entitled to deduct and withhold from any consideration otherwise payable to any Lode Gold Securityholder under the Plan of Arrangement (including any payment to Dissenting Lode Gold Shareholders) such amounts as Lode Gold, GRM, Spin Co, or the Depositary is required to deduct and withhold with respect to such payment under the Tax Act, the U.S. Tax Code, and the rules and regulations promulgated thereunder, or any provision of any provincial, state, local or foreign tax law as counsel may advise is required to be so deducted and withheld by Lode Gold, GRM, Spin Co or the Depositary, as the case may be. For the purposes hereof, all such withheld amounts shall be treated as having been paid to the person in respect of which such deduction and withholding was made on account of the obligation to make payment to such person hereunder, provided that such deducted or withheld amounts are actually remitted to the appropriate Governmental Entity by or on behalf of Lode Gold, GRM, Spin Co or the Depositary, as the case may be. To the extent necessary, such deductions and withholdings may be effected by selling any Lode Gold Shares, Spin Co Shares or GRM Shares to which any such person may otherwise be entitled under the Plan of Arrangement, and any amount remaining following the sale, deduction and remittance shall be paid to the person entitled thereto as soon as reasonably practicable.

2.12 U.S. Tax Matters

The Arrangement is intended to qualify as a reorganization within the meaning of Section 368(a) of the U.S. Tax Code and this Agreement and the Plan of Arrangement are intended to constitute a "plan of reorganization" within the meaning of the Treasury Regulations promulgated under Section 368 of the U.S. Tax Code. Each of the Parties hereto shall treat the Arrangement as a reorganization within the meaning of Section 368(a) of the U.S. Tax Code for all U.S. federal and applicable state income tax purposes, and shall treat this Agreement and the Plan of Arrangement as a "plan of reorganization" within the meaning of the Treasury Regulations promulgated under Section 368 of the U.S. Tax Code, and shall not take any position on any Tax Return or otherwise take any Tax reporting position inconsistent with such treatment, unless otherwise required by applicable Tax Law. Each Party hereto agrees to act in a manner that is consistent with the Parties' intention that the Arrangement be treated as a reorganization within the meaning of Section 368(a) of the U.S. Tax Code for all United States federal income tax purposes. Notwithstanding the foregoing, neither Party hereto makes any representation, warranty or covenant to any other Party or to any GRM Shareholder, Lode Gold Shareholder or other holder of GRM securities or Lode Gold securities (including, without limitation, stock options, warrants, debt instruments or other similar rights or instruments) regarding the U.S. tax treatment of the Arrangement, including, but not limited to, whether the Arrangement will qualify as a reorganization within the meaning of Section 368(a) of the U.S. Tax Code or as a tax-deferred reorganization for purposes of any United States state or local income Tax Law.

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2.13 U.S. Securities Laws

The Parties intend that the Arrangement shall be carried out such that (A) the issuance of the Spin Co Preferred Shares to Lode Gold in exchange for its Spin Co Shares, (B) the issuance of the Lode Gold New Shares and Lode Gold Preferred Shares to Lode Gold Shareholders in exchange for their Lode Gold Shares, (C) the issuance of the Spin Co Shares to Lode Gold Shareholders in exchange for their Lode Gold Preferred Shares, and (D) the issuance of the GRM Shares to Lode Gold Shareholders in exchange for their Spin Co Shares, all may be effected pursuant to the exemption from the registration requirements of the 1933 Act provided by Section 3(a)(10) of the 1933 Act (the "Section 3(a)(10) Exemption") and similar exemptions under applicable U.S. state securities Laws. Each Party agrees to act in good faith, consistent with the intent of the Parties and the intended treatment of the Arrangement as set forth in this Section 2.13. In order to ensure the availability of the Section 3(a)(10) Exemption, the Parties agree that the Arrangement will be carried out on the following basis:

(a) the Arrangement will be subject to the approval of the Court;

(b) the Court will be advised as to the intention of the Parties to rely on the Section 3(a)(10) Exemption prior to the Court hearing at which the Interim Order will be sought;

(c) prior to the issuance of the Interim Order, Lode Gold will file with the Court a draft copy of the proposed text of the Lode Gold Circular together with any other documents required by Law in connection with the Lode Gold Meeting;

(d) the Interim Order will specify that each person entitled to receive securities pursuant to the Arrangement will have the right to appear before the Court at the hearing of the Court to give approval of the Arrangement;

(e) the Court will be required to satisfy itself as to the substantive and procedural fairness of the terms and conditions of the Arrangement;

(f) the Court will hold a hearing before approving the substantive and procedural fairness of the terms and conditions of the Arrangement;

(g) the Parties will ensure that each Lode Gold Shareholder and Spin Co Shareholder entitled to receive securities pursuant to the Arrangement will (i) be given adequate notice advising them of their right to attend the Court hearing and providing them with sufficient information necessary for them to exercise that right, and (ii) be advised that the securities issuable pursuant to the Arrangement have not been and will not be registered under the 1933 Act and will be issued in reliance on the Section 3(a)(10) Exemption, and that certain restrictions on resale under the securities Laws of the United States, including, as applicable, Rule 144 under the 1933 Act, may be applicable with respect to securities issued to Lode Gold, Spin Co or affiliates of the Parties as of the Effective Date or within 90 days prior to the Effective Date;

(h) the Interim Order will specify that each Lode Gold Shareholder and each Spin Co Shareholder to be issued securities pursuant to the Arrangement will have the right to appear before the Court at the Court hearing on the Final Order so long as such Lode Gold Shareholder and such Spin Co Shareholder files and delivers a response to petition within a reasonable time; and

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(i) the Final Order will expressly state that the Arrangement is approved by the Court as being substantively and procedural fair to the Lode Gold Shareholders and Spin Co Shareholders to whom securities will be issued and will include a statement to substantially the following effect: "This Order will serve as a basis of a claim to an exemption, pursuant to Section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that act, regarding the issuance and exchange of securities pursuant to or in connection with the Plan of Arrangement."

2.14 GRM Shareholder Approval

(a) GRM shall obtain shareholder approval for the Plan of Arrangement under CSE policies by obtaining the written consent from GRM Shareholders.

(b) To the extent that GRM is required by the policies of the CSE or other applicable laws to hold a meeting of the GRM Shareholders to approve the Plan of Arrangement, the provisions of Sections 2.3 and 2.4 shall apply mutatis mutandis to GRM and the GRM Board such that GRM or the GRM Board, as applicable, shall be required to convene and conduct a meeting of GRM Shareholders, and prepare and complete a notice of meeting, to obtain such GRM Shareholder approval and will have the same rights and obligations, where applicable, that Lode Gold has pursuant to the provisions of Sections 2.3 and 2.4 in this Agreement, including to recommend that GRM Shareholders vote in favour of the Plan of Arrangement.

2.15 Adjustment to Consideration

If, on or after the date of this Agreement, other than pursuant to the Plan of Arrangement, the issued and outstanding GRM Shares, Lode Gold Shares or Spin Co Shares shall have been changed into a different number of shares by reason of any split, consolidation or stock dividend then the GRM Shares to be paid per Spin Co Share shall be appropriately adjusted to provide to Lode Gold Shareholders the same economic effect as contemplated by this Agreement and the Plan of Arrangement prior to such action and as so adjusted shall, from and after the date of such event, be the consideration to be paid for each Spin Co Share.

2.16 Lode Gold Options and Lode Gold Warrants

In connection with the Arrangement, the Lode Gold Board will make the appropriate adjustments to the Lode Gold Options and Lode Gold Warrants in accordance with sections 3.1(f) and 3.1(g), respectively, of the Plan of Arrangement.

Article 3 REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of GRM

(a) Except (i) to the extent qualified as set forth in the correspondingly numbered paragraph of the GRM Disclosure Letter or (ii) as disclosed in the GRM Filings in documents filed prior to the date hereof, excluding any disclosures contained under the heading "Risk Factors" and any disclosure of risks included in any "forward-looking statements" disclaimer or in any other section to the extent they are forward-looking statements or cautionary, predictive or forward-looking in nature, GRM represents and warrants to Lode Gold as set forth in Schedule B and acknowledges

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and agrees that Lode Gold is relying upon such representations and warranties in connection with the entering into of this Agreement.

(b) The representations and warranties of GRM contained in this Agreement shall not survive the completion of the Arrangement and shall expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms.

3.2 Representations and Warranties of Lode Gold

(a) Except as disclosed in the Lode Gold Filings in documents filed prior to the date hereof, excluding any disclosures contained under the heading “Risk Factors” and any disclosure of risks included in any “forward-looking statements” disclaimer or in any other section to the extent they are forward-looking statements or cautionary, predictive or forward-looking in nature, Lode Gold represents and warrants to GRM as set forth in Schedule C and acknowledges and agrees that GRM is relying upon such representations and warranties in connection with the entering into of this Agreement.

(b) The representations and warranties of Lode Gold contained in this Agreement shall not survive the completion of the Arrangement and shall expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms.

3.3 Representations and Warranties of Spin Co

(a) Except as disclosed in the Lode Gold Filings in documents filed prior to the date hereof, excluding any disclosures contained under the heading “Risk Factors” and any disclosure of risks included in any “forward-looking statements” disclaimer or in any other section to the extent they are forward-looking statements or cautionary, predictive or forward-looking in nature, Spin Co represents and warrants to GRM as set forth in Schedule D and acknowledges and agrees that GRM is relying upon such representations and warranties in connection with the entering into of this Agreement.

(b) The representations and warranties of Spin Co contained in this Agreement shall not survive the completion of the Arrangement and shall expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms.

Article 4

COVENANTS

4.1 Covenants of Lode Gold and Spin Co

Lode Gold and Spin Co hereby covenants and agrees with GRM as follows:

(a) Lode Gold and Spin Co shall use all commercially reasonable efforts to satisfy, or cause to be satisfied, all conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using its commercially reasonable efforts to:

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(i) obtain all other consents, approvals and authorizations as are required to be obtained by Lode Gold or Spin Co under any applicable Law or from any Governmental Entity that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement or have a Material Adverse Effect on Spin Co;

(ii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the transactions contemplated by this Agreement and participate and appear in any proceedings of any Party hereto before any Governmental Entity;

(iii) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby or seeking to stop, or otherwise adversely affecting the ability of the Parties hereto to consummate, the transactions contemplated hereby;

(iv) fulfill all conditions and satisfy all provisions of this Agreement required to be fulfilled or satisfied by Lode Gold and Spin Co, as applicable;

(v) cooperate with GRM in connection with the performance by it of its obligations hereunder; provided, however, that the foregoing shall not be construed to obligate Lode Gold or Spin Co to pay or cause to be paid any monies to cause such performance to occur; and

(vi) ensure that the Section 3(a)(10) Exemption and exemptions or qualifications under applicable U.S. state securities Laws are available for the issuance and exchange of securities to Lode Gold Shareholders and Spin Co Shareholders pursuant to the Plan of Arrangement.

(b) Lode Gold and Spin Co shall make, or cooperate as necessary in the making of, all necessary filings and applications under all applicable Laws required in connection with the transactions contemplated hereby and take all reasonable action necessary to be in compliance with such Laws.

(c) Spin Co shall use commercially reasonable efforts to conduct its affairs so that all of the representations and warranties of Spin Co contained herein shall be true and correct in all material respects on and as of the Effective Date as if made on and as of such date.

(d) Lode Gold and Spin Co shall execute and deliver, or cause to be executed and delivered, at the closing of the transactions contemplated hereby such customary agreements, certificates, resolutions and other closing documents as may be required by GRM, all in form satisfactory to GRM, acting reasonably.

4.2 Covenants of GRM

GRM hereby covenants and agrees with as follows:

(a) Subject to obtaining any required consents, GRM will promptly provide Lode Gold with any information in the possession or control of GRM and relating to GRM and in addition, subject to

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any confidentiality obligations, will provide any information specifically requested by Lode Gold or its counsel so that Lode Gold may complete its due diligence investigations of GRM.

(b) GRM shall conduct its businesses only in, and shall not take any action or engage in any business enterprise or other activity except in the usual, ordinary and regular course of business of GRM and consistent with past practices of GRM except as contemplated by this Agreement.

(c) GRM shall not, except as provided for in this Agreement or in the ordinary course of business consistent with past practice, without prior consultation with and the consent of Lode Gold and Spin Co, declare, set aside or pay any dividend or other distribution or payment in respect of any of the shares of GRM.

(d) GRM shall not, except as provided for in this Agreement, directly or indirectly do, agree to do, or permit to occur any of the following: (i) adopt resolutions or enter into any agreement providing for the amalgamation, merger, consolidation, reorganization, liquidation, dissolution or any other extraordinary transaction in respect of itself or adopt any plan of liquidation; or (ii) reduce its stated capital.

(e) GRM Shall, at or prior to the Effective Time, allot and reserve for issuance a sufficient number of GRM Shares to meet the obligations of GRM under the Plan of Arrangement.

(f) GRM shall use commercially reasonable efforts to cause the GRM Shares to be issued to Lode Gold Shareholders in connection with the Arrangement to be listed on all exchanges on which the GRM Shares are listed.

(g) GRM shall use commercially reasonable efforts to ensure that the Section 3(a)(10) Exemption and exemptions under applicable U.S. state securities Laws are available for the issuance of the Share Consideration to Lode Gold Shareholders and Spin Co Shareholders pursuant to the Plan of Arrangement.

(h) GRM shall not settle or compromise any action brought by any present, former or purported holder of any of its securities in connection with the transactions contemplated by this Agreement, including the Arrangement, without the prior consent of Lode Gold and Spin Co, not to be unreasonably withheld, delayed or conditioned.

(i) GRM shall furnish promptly to Lode Gold and Spin Co a copy of each notice, report, schedule or other document or communication delivered, filed or received by GRM in connection with this Agreement and the Arrangement, including any dealings or communications with any Governmental Entity, Securities Authority or stock exchange in connection with, or in any way affecting, the transactions contemplated by this Agreement.

(j) Except as provided in this Agreement, other than in contemplation of or as required to give effect to the transactions contemplated by this Agreement, GRM shall not, without the prior written consent of Lode Gold and Spin Co, such consent not to be unreasonably withheld, conditioned or delayed, directly or indirectly do or permit to occur any of the following:

(i) issue, sell, pledge, lease, dispose of, modify, encumber or create any Encumbrance on or agree to issue, sell, pledge, lease, dispose of, modify or encumber or create any

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Encumbrance on, any shares of, or any options, warrants, calls, conversion privileges or rights of any kind to acquire any shares of, GRM, other than the issue of GRM Shares pursuant to the exercise or conversion, as the case may be, of warrants, convertible or exchangeable securities or other rights to acquire GRM securities, all as issued and outstanding on the date hereof in accordance with their terms as of the date thereof;

(ii) other than pursuant to obligations or rights under existing contracts, agreements and commitments (to the extent such rights have been exercised or initiated by other persons), sell, lease or otherwise dispose of or distribute any property or assets or enter into any agreement or commitment in respect of any of the foregoing;

(iii) amend or propose to amend the Notice of Articles, Articles or by-laws (or their equivalent) of GRM or any of the terms of the GRM Options as they exist at the date of this Agreement;

(iv) split, combine or reclassify any of the GRM Shares;

(v) redeem, purchase or offer to purchase any GRM securities or any options or obligations or rights under existing contracts, agreements and commitments;

(vi) acquire or agree to acquire any corporation or other entity (or material interest therein) or division of any corporation or other entity;

(vii) (A) satisfy or settle any claims or disputes (except such as have been included in the consolidated financial statements of GRM); (B) relinquish any contractual rights; or (C) enter into any interest rate, currency or commodity swaps, hedges, caps, collars, forward sales or other similar financial instruments other than in the ordinary and regular course of business and not for speculative purposes;

(viii) incur, authorize, agree or otherwise become committed to provide guarantees for borrowed money or incur, authorize, agree or otherwise become committed for any indebtedness for borrowed money;

(ix) except as required by IFRS or any other generally accepted accounting principle to which GRM may be subject or any applicable Law, make any changes to the existing accounting practices of GRM or make any material tax election inconsistent with past practice;

(x) enter into new commitments, incur any capital expenditures or incur any new contingent liabilities other than (A) ordinary course expenditures; (B) expenditures required by Law; and (C) expenditures made in connection with transactions contemplated in this Agreement; or

(xi) incur any liabilities which would result in the conditions in Sections 5.4(i) or 5.4(j) not being satisfied.

(k) Except where the prior intention to do so has been disclosed by GRM, GRM shall not, without the prior written consent of Lode Gold, such consent not to be unreasonably withheld,

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conditioned or delayed, enter into or modify any employment, consulting, severance, collective bargaining or similar agreement, policy or arrangement with, or grant any bonus, salary increase, option to purchase shares, pension or supplemental pension benefit, profit sharing, retirement allowance, deferred compensation, incentive compensation, severance, change of control or termination pay to, or make any loan to, any officer, director, employee or consultant of GRM.

(l) GRM shall:

(i) not take any action, or refrain from taking any action (subject to commercially reasonable efforts), or permit any action to be taken or not taken, inconsistent with the provisions of this Agreement or which would reasonably be expected to materially impede the completion of the transactions contemplated hereby or would render, or that could reasonably be expected to render, any representation or warranty made by GRM in this Agreement untrue or inaccurate in any material respect at any time prior to the Effective Time if then made, or which would or could have a Material Adverse Effect on GRM, provided that GRM may take any such action or refrain from taking such action (subject to commercially reasonable efforts) as a result of this Agreement, in the event GRM immediately notifies Lode Gold in writing of such circumstances; and

(ii) promptly notify Lode Gold of: (A) any Material Adverse Effect, or any change, event, occurrence or state of facts that could reasonably be expected to have a Material Adverse Effect, in respect of the business or in the conduct of the business of GRM; (B) any material Governmental Entity or third person complaints, investigations or hearings (or communications indicating that the same may be contemplated); (C) any breach by GRM of any covenant or agreement contained in this Agreement; or (D) any event occurring subsequent to the date hereof that would render any representation or warranty of GRM contained in this Agreement, if made on or as of the date of such event or the Effective Date, to be untrue or inaccurate in any material respect.

(m) GRM shall not, other than in the ordinary course of business and upon reasonable notice to Lode Gold, enter into, renew or modify in any respect any Material Contract, agreement, lease, commitment or arrangement to which GRM is a Party or by which any of them is bound, except insofar as may be necessary to permit or provide for the completion of the Arrangement or where to do so would not have a Material Adverse Effect.

(n) GRM shall not acquire any real property, mineral interests or mineral rights.

(o) GRM shall use all commercially reasonable efforts to satisfy, or cause to be satisfied, all conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using its commercially reasonable efforts to:

(i) obtain the GRM Shareholder Approval in accordance with the requirements of the CSE and any applicable regulatory authority;

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(ii) obtain all other consents, approvals and authorizations as are required to be obtained by GRM under any applicable Law or from any Governmental Entity that would, if not obtained, materially impede or delay the completion of the transactions contemplated by this Agreement or have a Material Adverse Effect on GRM;

(iii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the transactions contemplated by this Agreement and participate and appear in any proceedings of any Party hereto before any Governmental Entity;

(iv) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby or seeking to stop, or otherwise adversely affecting the ability of the Parties hereto to consummate, the transactions contemplated hereby;

(v) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by GRM;

(vi) at Closing, have a minimum cash balance of a minimum of $250,000 and no liabilities; and

(vii) cooperate with Lode Gold in connection with the performance by it of its obligations hereunder, provided however that the foregoing shall not be construed to obligate GRM to pay or cause to be paid any monies to cause such performance to occur.

(p) Subject to applicable Laws, GRM shall use commercially reasonable efforts to conduct itself so as to keep Lode Gold fully informed as to the material decisions or actions required or required to be made with respect to the operation of its business.

(q) GRM shall make, or cooperate as necessary in the making of, all necessary filings and applications under all applicable Laws required in connection with the transactions contemplated hereby and take all reasonable action necessary to be in compliance with such Laws.

(r) GRM shall use its commercially reasonable efforts to conduct its affairs so that all of the representations and warranties of GRM contained herein shall be true and correct on and as of the Effective Date as if made on and as of such date.

(s) GRM shall cooperate with Lode Gold and its representatives in the provision of (a) upon reasonable notice, reasonable access during normal business hours to its (i) premises, (ii) assets (including all books and records, whether retained internally or otherwise), and (iii) personnel, so long as the access does not unduly interfere with the ordinary course conduct of business; and (b) such technical, financial and operating data or other information with respect to its assets or business as is reasonably requested.

(t) GRM shall execute and deliver, or cause to be executed and delivered, at the closing of the transactions contemplated hereby such customary agreements, certificates, resolutions and

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other closing documents as may be required by Lode Gold, all in form satisfactory Lode Gold, acting reasonably.

4.3 Indemnification and Insurance

(a) GRM hereby covenants and agrees that all rights to indemnification or exculpation in favour of the directors and officers of Spin Co and of the Spin Co Subsidiaries provided in the current articles or by-laws of Spin Co or Spin Co Subsidiaries, as applicable, or in any agreement, and any directors' and officers' insurance now existing in favour of the directors or officers of Spin Co or any Spin Co Subsidiary, shall survive the completion of the Arrangement (or be replaced with substantially equivalent coverage from another provider) and shall continue in full force and effect (either directly or via run-off insurance or insurance provided by an alternative provider) for a period of not less than six years from the Effective Date, and GRM undertakes to ensure that this covenant shall remain binding upon its successors and assigns.

(b) Spin Co shall act as agent and trustee of the benefits of the foregoing for its directors and officers and those of the Spin Co Subsidiaries for the purpose of this Section 4.3, and this Section 4.3 shall survive the execution and delivery of this Agreement and the completion of the Arrangement and shall be enforceable against GRM by the persons described in Subsection 4.3(a) hereof.

Article 5

CONDITIONS

5.1 Notice and Cure Provisions

Each Party hereto shall give prompt notice to the other of the occurrence, or failure to occur, at any time from the date hereof until the Effective Date, of any event or state of facts which occurrence or failure would, would be likely to or could:

(a) cause any of the representations or warranties of such Party hereto contained herein to be untrue or inaccurate in any respect on the date hereof or on the Effective Date;

(b) result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such Party hereto prior to the Effective Date; or

(c) result in the failure to satisfy any of the conditions precedent in favour of the other Party hereto contained in Section 5.2 and Section 5.3 or 5.4, as the case may be.

Subject as herein provided, a Party hereto may (a) elect not to complete the transactions contemplated hereby by virtue of the conditions in Section 5.2 and Section 5.3 or 5.4, as applicable, not being satisfied or waived or (b) exercise any termination right arising therefrom; provided, however, that (i) promptly and in any event prior to the Effective Date, the Party hereto intending to rely thereon has delivered a written notice to the other Party hereto specifying in reasonable detail the breaches of covenants or untruthfulness or inaccuracy of representations and warranties or other matters that the Party hereto delivering such notice is asserting as the basis for the exercise of the termination right, as the case may be, and (ii) if any such notice is delivered, and a Party hereto is proceeding diligently, at its own expense, to cure such matter, if such matter is capable of being cured, the Party hereto that has delivered such notice may not terminate this Agreement until the earlier of the

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Outside Date and the expiration of a period of 15 days from date of delivery of such notice. If such notice has been delivered prior to the date of the Lode Gold Meeting, the Lode Gold Meeting shall be adjourned or postponed until the expiry of such period.

5.2 Mutual Conditions

The obligations of GRM, Spin Co and Lode Gold to complete the Arrangement shall be subject to the satisfaction of, among others, the following mutual conditions, which may be waived only with the consent of each of the Parties:

(a) Orders. The Interim Order and the Final Order shall have been granted on terms acceptable to the Parties, each acting reasonably, and shall not have been set aside or modified in a manner unacceptable to the Parties, each acting reasonably.

(b) Lode Gold Arrangement Approval. The Lode Gold Securityholders and the Lode Gold Shareholders shall have each approved the Lode Gold Arrangement Resolutions in accordance with the Interim Order and approved or consented to such other matters as Lode Gold shall consider necessary or desirable in connection with the Arrangement in the manner required thereby.

(d) Spin Co Shareholder Approval. Spin Co shall have obtained the Spin Co Shareholder Approval.

(e) Consents. (A) All consents, waivers, permits, exemptions, order and approvals of, and any registrations and filings with, any Governmental Entity; and (B) all third person and other consents, waivers, permits, exemptions, orders and approvals, the failure of which to obtain or the non-expiry of which would, or could reasonably be expected to have, a Material Adverse Effect on either GRM or Lode Gold or materially impede the completion of the Arrangement, shall have been obtained or received on terms that are reasonably satisfactory to each Party hereto.

(f) No Action. There shall have been no action taken, pending or threatened under any applicable Law or by any Governmental Entity which:

(i) makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits the completion of the Arrangement, or

(ii) results or could reasonably be expected to result in a judgment, order, decree or assessment of damages, directly or indirectly, relating to the Arrangement which is, or could be, reasonably expected to have a Material Adverse Effect on GRM or Spin Co, respectively.

(g) Prospectus Exemptions. The distribution of the securities pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Canadian securities Laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under Canadian securities Laws

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and shall not be subject to resale restrictions under applicable Canadian securities Laws (other than as applicable to control persons or pursuant to Section 2.6 of National Instrument 45-102).

(h) U.S. Registration Exemption. Under the Plan of Arrangement (A) the issuance of the Spin Co Preferred Shares to Lode Gold in exchange for its Spin Co Shares, (B) the issuance of the Lode Gold New Shares and Lode Gold Preferred Shares to Lode Gold Shareholders in exchange for their Lode Gold Shares, (C) the issuance of the Spin Co Shares to Lode Gold Shareholders in exchange for their Lode Gold Preferred Shares, and (D) the issuance of the GRM Shares to Lode Gold Shareholders in exchange for their Spin Co Shares, all may be effected pursuant to the Section 3(a)(10) Exemption and exemptions under applicable U.S. state securities Laws, and (ii) the Final Order will serve as a basis of a claim to the Section 3(a)(10) Exemption for such issuances and exchanges; provided, however, that Lode Gold shall not be entitled to rely on the provisions of this Section 5.2(h) in failing to complete the transactions contemplated by this Agreement, and shall be deemed to have waived such condition, in the event that Lode Gold (i) fails to advise the Court prior to the hearing in respect of the Interim Order, as required by the terms of the foregoing exemptions, that GRM will rely on the foregoing exemptions based on the Court's approval of the Arrangement; or (ii) fails to comply with the requirements set forth in Section 2.13; and provided, further however, that GRM shall not be entitled to rely on the provisions of this Section 5.2(h) in failing to complete the transactions contemplated by this Agreement, and shall be deemed to have waived such condition, in the event that GRM fails to comply with the requirements set forth in Section 2.13.

(i) TSX-V Acceptance. Lode Gold shall have received the required acceptance of the TSX-V to the transactions contemplated by this Agreement.

(j) CSE Acceptance. GRM shall have received the required acceptance of the CSE to the transactions contemplated by this Agreement.

(k) No Termination. This Agreement shall not have been terminated pursuant to Section 7.2 hereof.

5.3 Conditions to Obligations of GRM

The obligations of GRM to complete the Arrangement shall be subject to the satisfaction of, among others, the following conditions, any of which may be waived by GRM:

(a) Performance by Lode Gold. All covenants of Lode Gold and Spin Co under this Agreement to be performed or complied with on or before the Effective Time which have not been waived by GRM shall have been duly performed or complied with by Lode Gold and Spin Co, as applicable, in all material respects, and GRM shall have received (i) a certificate of Lode Gold, addressed to GRM and dated the Effective Date, signed on behalf of Lode Gold by two senior officers of Lode Gold (on Lode Gold's behalf and without personal liability), confirming the same as of the Effective Date; and (ii) a certificate of Spin Co, addressed to GRM and dated the Effective Date, signed on behalf of Spin Co by two directors or senior officers of Spin Co (on Spin Co's behalf and without personal liability), confirming the same as of the Effective Date.

(b) Representations and Warranties. The representations and warranties made by Lode Gold and Spin Co in this Agreement shall be true and correct in all material respects as of the Effective Date as if made on and as of such date (except to the extent that such representations and

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warranties made by Lode Gold and Spin Co as of a specified date, in which event such representations and warranties shall be true and correct as of such specified date), except where any failures or breaches of representations and warranties would not either, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on Lode Gold and Spin Co, as applicable, and GRM shall have received (i) a certificate of Lode Gold, addressed to GRM and dated the Effective Date, signed on behalf of Lode Gold by two senior officers of Lode Gold (on Lode Gold's behalf and without personal liability), confirming the same as of the Effective Date; and (ii) a certificate of Spin Co, addressed to GRM and dated the Effective Date, signed on behalf of Spin Co by two directors or senior officers of Spin Co (on Spin Co's behalf and without personal liability), confirming the same as of the Effective Date. No representation or warranty made by Lode Gold or Spin Co hereunder shall be deemed not to be true and correct if the facts or circumstances that make such representation or warranty untrue or incorrect are provided for or stated to be exceptions under this Agreement.

(c) No Material Adverse Effect. There shall not have been any event or change that has had or would be reasonably likely to have a Material Adverse Effect on Spin Co, and GRM shall have received a certificate of Spin Co, addressed to GRM and dated the Effective Date, signed on behalf of Spin Co by two directors or senior officers of Spin Co (on Spin Co's behalf and without personal liability), confirming the same as of the Effective Date.

(d) Composition of Board of GRM. On the Effective Date, the GRM Board shall include William Fisher or, if such individual is unable or unwilling to act, any such other individuals nominated by GRM, to serve until the first shareholders meeting of GRM Shareholders at which directors are elected following the Effective Date.

5.4 Conditions to Obligations of Lode Gold and Spin Co

The obligation of Lode Gold and Spin Co to complete the Arrangement shall be subject to the satisfaction of, among others, the following conditions, any of which may be waived by Lode Gold and Spin Co:

(a) Performance by GRM. All covenants of GRM under this Agreement to be performed or complied with on or before the Effective Time which have not been waived by Lode Gold shall have been duly performed or complied with by GRM in all material respects, and Lode Gold shall have received a certificate of GRM, addressed to Lode Gold and dated the Effective Date, signed on behalf of GRM by two senior officers of GRM (on GRM's behalf and without personal liability), confirming the same as of the Effective Date.

(b) Representations and Warranties. The representations and warranties made by GRM in this Agreement shall be true and correct in all material respects as of the Effective Date as if made on and as of such date (except to the extent that such representations and warranties made by GRM as of a specified date, in which event such representations and warranties shall be true and correct as of such specified date), except where any failures or breaches of representations and warranties would not either, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on GRM, and Lode Gold shall have received a certificate of GRM, addressed to Lode Gold and dated the Effective Date, signed on behalf of GRM by two senior officers of GRM (on GRM's behalf and without personal liability), confirming the same as of the Effective Date. No representation or warranty made by GRM hereunder shall be deemed not to be true and correct if the facts or circumstances that make such representation or warranty

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untrue or incorrect are disclosed or referred to in the GRM Disclosure Letter, or provided for or stated to be exceptions under this Agreement.

(c) No Material Adverse Effect. There shall not have been any event or change that has had or would be reasonably likely to have a Material Adverse Effect on GRM, and Lode Gold shall have received a certificate of GRM, addressed to Lode Gold and dated the Effective Date, signed on behalf of GRM by two senior officers of GRM (on GRM’s behalf and without personal liability), confirming the same as of the Effective Date.

(d) Listing of GRM Shares. The GRM Shares to be issued to Lode Gold Shareholders in connection with the Arrangement shall have been approved for listing on the CSE, subject only to satisfaction of the customary listing conditions of the CSE.

(e) Directors. GRM shall have obtained and delivered to Spin Co written resignations and releases to be effective as of the Effective Date from the directors of GRM as may be requested by, and in form and substance satisfactory to, Lode Gold, acting reasonably.

(f) Composition of Board of GRM. On the Effective Date, the GRM Board shall be composed of such number of individuals as determined by Lode Gold, and shall include:

(i) individuals nominated by Lode Gold, to serve until the first shareholders meeting of GRM Shareholders at which directors are elected following the Effective Date; and

(ii) Rajesh Sharma or, if such individual is unable or unwilling to act, any such other individual nominated by Fancamp, to serve until the first shareholders meeting of GRM Shareholders at which directors are elected following the Effective Date.

(g) Personnel of GRM. On the Effective Date, the senior management of GRM shall include individuals as determined by Lode Gold.

(h) Escrow Agreements. GRM Shareholders, as agreed to by Lode Gold and GRM, holding an aggregate of at least 1,875,000 of the issued and outstanding GRM Shares shall have entered into voluntary lock-up agreements for a period of twelve (12) months, with equal quarterly releases of 25% beginning of the third month anniversary of the Effective Date.

(i) Minimum Cash Requirements. On the Effective Date, GRM will have a minimum cash balance of $250,000.

(j) Liabilities. On the Effective Date, GRM will have no liabilities.

(k) Termination of Porcher Option Agreement. GRM will have terminated the Porcher Option Agreement and there will be no further costs, penalties or liabilities associated with the Porcher Island Project.

(l) Completion of Consolidation. GRM will have completed a consolidation of the GRM Shares on a 8.6:1 basis, or such other ratio as agreed to by Lode Gold and GRM.

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(m) Change of Control Payments. Directors, officers, employees and consultants of GRM shall not be entitled to any severance, termination, change of control or other payments as a result of the Arrangement.

(n) Fancamp Rights. GRM will have entered into an agreement with Fancamp effective as of the Effective Date providing Fancamp with the rights set out in Article 6.

(o) Exercise of Dissent Rights. The aggregate number of Lode Gold Shares in respect of which Lode Gold Shareholders have duly and validly exercised Dissent Rights is not an amount that, in the opinion of the Lode Gold Board, would make completion of the Arrangement not in the best interests of Lode Gold.

5.5 Satisfaction of Conditions

The conditions set out in Sections 5.2, 5.3 and 5.4 shall be conclusively deemed to have been satisfied, fulfilled or waived at the Effective Time, and the Parties shall execute a certificate confirming the Effective Date.

Article 6 FANCAMP

6.1 Fancamp Rights

GRM acknowledges and agrees that, from and after the Effective Time:

(a) for so long as Fancamp holds at least 10% of the issued and outstanding GRM Shares, Fancamp shall have the right to:

(i) participate in any future financings of GRM to allow it to maintain its interest in GRM (the "Fancamp Participation Right"); and

(ii) nominate an individual for election to the GRM Board;

(b) Fancamp shall have the same rights and obligations with respect to GRM as the rights and obligations it has with respect to Spin Co as set out in the Investment Agreement; and

Article 7 NON-SOLICITATION AND TERMINATION

7.1 Covenant Regarding Non-Solicitation.

(a) GRM shall, and shall direct and cause its a officers, directors, employees, representatives, advisors and agents to immediately cease and cause to be terminated any solicitation, encouragement, activity, discussion or negotiation, whether or not initiated by GRM, with any parties (other than Lode Gold) commenced prior to the date of this Agreement with respect to an Acquisition Proposal, and GRM shall request the return of information regarding GRM previously provided to such parties and shall request the destruction of all materials including

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or incorporating any confidential information regarding GRM. GRM agrees not to release any third party from any confidentiality agreement relating to a potential Acquisition Proposal to which such third party is a party. GRM further agrees not to release any third party from any standstill or similar agreement or obligation to which such third party is a party or by which such third party is bound (it being understood and agreed that the automatic termination of a standstill provision due to the announcement of the Arrangement or the entry into this Agreement shall not be a violation of this Section 7.1(a)).

(b) GRM agrees that it shall not, and shall not authorize or permit any of its officers, directors, employees, representatives, advisors or agents, directly or indirectly, to:

(i) make, solicit, initiate, entertain, encourage, promote or facilitate, including by way of furnishing information, permitting any visit to its facilities or properties or entering into any form of agreement, arrangement or understanding, any inquiries or the making of any proposals regarding an Acquisition Proposal or that may be reasonably be expected to lead to an Acquisition Proposal;

(ii) participate, directly or indirectly, in any discussions or negotiations regarding, or furnish to any person any information or otherwise co-operate with, respond to, assist or participate in any Acquisition Proposal or potential Acquisition Proposal;

(iii) remain neutral with respect to, or agree to, approve or recommend, any Acquisition Proposal or potential Acquisition Proposal;

(iv) enter into any agreement, arrangement or understanding effecting or related to any Acquisition Proposal or requiring it to abandon, terminate or fail to consummate the Arrangement, or providing for the payment of any break, termination or other fees or expenses to any person in the event that GRM completes the Arrangement; or

(v) make any public announcement or take any other action inconsistent with the recommendation of the GRM Board that GRM Shareholders approve the Arrangement.

(c) From and after the date of this Agreement, GRM shall promptly (and in any event within 24 hours) notify Lode Gold, at first orally and then in writing, of any proposals, offers or written inquiries relating to or constituting an Acquisition Proposal, or any request for non-public information relating to GRM. Such notice shall include a description of the terms and conditions of any proposal, inquiry or offer, the identity of the person making such proposal, inquiry or offer and provide such other details of the proposal, inquiry or offer as Lode Gold may reasonably request.

(d) GRM shall ensure that its officers, directors and employees and any financial advisors or other advisors, agents or representatives retained by it are aware of the provisions of this Section 7.1, and it shall be responsible for any breach of this Section 7.1 by such officers, directors, employees, financial advisors or other advisors, agents or representatives.

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7.2 Termination

Except for this Agreement may be terminated at any time:

(a) by mutual written agreement between GRM and Lode Gold;

(b) by GRM or Lode Gold if the required approval of the Lode Gold Arrangement Resolutions shall not have been obtained at the Lode Gold Meeting;

(c) by any Party if any condition precedent to its obligations has not been satisfied by the Outside Date or where it is clear that the condition cannot be satisfied by the Outside Date, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to any Party whose failure to fulfill any of its obligations or whose breach of any of its representations and warranties under this Agreement has been the cause of, or directly resulted in, the inability to satisfy such condition precedent by the Outside Date;

(d) by any Party if the Effective Time shall not have occurred on or before the Outside Date, except that the right to terminate this Agreement under this Section 7.2(d) shall not be available to any Party whose failure to fulfill any of its obligations or whose breach of any of its representations and warranties under this Agreement has been the cause of, or directly resulted in, the failure of the Effective Time to occur by such Outside Date;

(e) by GRM if there is a material breach by Lode Gold of its covenants under this Agreement; or

(f) by Lode Gold if there is a material breach by GRM of its covenants under this Agreement.

Article 8 AMENDMENT

8.1 Amendment

This Agreement may, at any time and from time to time before or after the holding of the Lode Gold Meeting, be amended by mutual written agreement of the Parties hereto without, subject to applicable Law, further notice to or authorization on the part of the Lode Gold Securityholders, and any such amendment may, without limitation:

(a) change the time for the performance of any of the obligations or acts of any Party hereto;

(b) waive any inaccuracies in or modify any representation or warranty contained herein or in any document delivered pursuant hereto;

(c) waive compliance with or modify any of the covenants herein contained and waive or modify the performance of any of the obligations of any Party hereto; and

(d) waive compliance with or modify any condition herein contained;

provided, however, that notwithstanding the foregoing: (i) following the Lode Gold Meeting, the Share Consideration shall not be amended without the approval of the Lode Gold Securityholders given in the same

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manner as required for the approval of the Arrangement or as may be ordered by the Court; and (ii) this Agreement and the Plan of Arrangement may be amended in accordance with the Final Order.

Article 9

GENERAL

9.1 Notices

Any notice, consent, waiver, direction or other communication required or permitted to be given under this Agreement by a Party hereto shall be in writing and shall be delivered by hand to the Party hereto to which the notice is to be given at the following address or sent by email to the following email address or to such other address or email address as shall be specified by a Party hereto by like notice. Any notice, consent, waiver, direction or other communication aforesaid shall, if delivered, be deemed to have been given and received on the date on which it was delivered to the address provided herein (if a Business Day or, if not, then the next succeeding Business Day) and if sent by email be deemed to have been given and received at the time of receipt (if a Business Day or, if not, then the next succeeding Business Day) unless actually received after 4:00 p.m. (Vancouver time) at the point of delivery in which case it shall be deemed to have been given and received on the next Business Day.

The address for service of each of the Parties hereto shall be as follows:

(a) if to GRM:

Great Republic Mining Corp.
303-543 Granville St.
Vancouver, British Columbia V6C 1X8

Attention: Jerry Huang, CFO and Director
Email: [email protected]

With a copy to:

Cozen O'Connor LLP
550 Burrard Street, Suite 2501
Vancouver, British Columbia V6C 2B5

Attention: Kathy Tang
Email: [email protected]

(b) if to Lode Gold or Spin Co:

Lode Gold Resources Inc.
100 King St. West, Suite 5700
Toronto, Ontario M5X 1C7

Attention: Wendy T. Chan, Chief Executive Officer and Director
Email: [email protected]

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With a copy to:

DuMoulin Black LLP
10th Floor, 595 Howe Street
Vancouver, British Columbia V6C 2T5

Attention: Justin Kates
Email: [email protected]

9.2 Remedies

The Parties hereto acknowledge and agree that an award of money damages may be inadequate for any breach of this Agreement by any Party hereto or its representatives and advisors and that such breach may cause the non-breaching Party hereto irreparable harm. Each Party agrees that it will not request that a court find that its breach or threatened breach has not or will not cause the other Party irreparable harm and no Party will lend assistance to such a request. The Parties hereto agree that, in the event of any such breach or threatened breach of this Agreement by one of the Parties hereto, Lode Gold (if GRM is the breaching Party) or GRM (if Lode Gold is the breaching Party) will be entitled to seek equitable relief, including interim, interlocutory and permanent injunctive relief and specific performance. Each Party agrees that it will not take the position in court or otherwise that its breach or threatened breach has not or will not cause the other Party irreparable harm and no Party will lend assistance to such position. Each Party agrees that it will not request that the court require the Party or Parties seeking such relief to provide an undertaking as to damages or to post a bond or security as a condition of granting such relief. Without limiting the generality of the foregoing, the Parties hereto acknowledge and agree that a mandatory order or other injunctive relief may be granted to enforce any negative covenant in this agreement without the requirement to demonstrate irreparable harm or that the balance of convenience favours the Party seeking such relief. Subject to any other provision hereof including, without limitation, Section 7.2 hereof, such remedies will not be the exclusive remedies for any breach of this Agreement but will be in addition to all other remedies available hereunder at law or in equity to each of the Parties hereto.

9.3 Expenses

Except as set forth in Sections 2.4(c) and 7.3 the Parties hereto agree that all out-of-pocket expenses incurred in connection with this Agreement and the Transactions contemplated hereby, the Lode Gold Meeting and the preparation and mailing of the Lode Gold Circular, including legal and accounting fees, printing costs, financial advisor fees and all disbursements by advisors, shall be paid by the Party hereto incurring such expense and that nothing in this Agreement shall be construed so as to prevent the payment of such expenses. The provisions of this Section 9.3 shall survive the termination of this Agreement.

9.4 Time of the Essence

Time shall be of the essence in this Agreement.

9.5 Entire Agreement

This Agreement, together with the agreements and other documents herein or therein referred to, constitute the entire agreement between the Parties hereto pertaining to the subject matter hereof and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, between the Parties hereto

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with respect to the subject matter hereof. There are no representations, warranties, covenants or conditions with respect to the subject matter hereof except as contained herein.

9.6 Further Assurances

Each Party hereto shall, from time to time, and at all times hereafter, at the request of the other of them, but without further consideration, do, or cause to be done, all such other acts and execute and deliver, or cause to be executed and delivered, all such further agreements, transfers, assurances, instruments or documents as shall be reasonably required in order to fully perform and carry out the terms and intent hereof including, without limitation, the Plan of Arrangement.

9.7 Governing Law

This Agreement shall be governed by, and be construed in accordance with, the Laws of the Province of British Columbia and the Laws of Canada applicable therein but the reference to such Laws shall not, by conflict of Laws rules or otherwise, require the application of the law of any jurisdiction other than the Province of British Columbia.

9.8 Execution in Counterparts

This Agreement may be executed in one or more counterparts, each of which shall conclusively be deemed to be an original and all such counterparts collectively shall be conclusively deemed to be one and the same. Delivery of an executed counterpart of the signature page to this Agreement by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement, and such facsimile or similar executed electronic copy shall be legally effective to create a valid and binding agreement between the Parties.

9.9 Waiver

No waiver or release by any Party hereto shall be effective unless in writing and executed by the Party granting such waiver or release, and any waiver or release shall affect only the matter, and the occurrence thereof, specifically identified therein and shall not extend to any other matter or occurrence. Waivers may only be granted upon compliance with the provisions governing amendments set forth in Section 8.1 thereof.

9.10 No Personal Liability

(a) No director or officer of GRM shall have any personal Liability whatsoever (other than in the case of fraud or wilful misconduct) to Lode Gold under this Agreement or any other document delivered in connection with this Agreement or the Arrangement by or on behalf of GRM.

(b) No director or officer of Lode Gold shall have any personal Liability whatsoever (other than in the case of fraud or wilful misconduct) to GRM under this Agreement or any other document delivered in connection with this Agreement or the Arrangement by or on behalf of Lode Gold.

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9.11 Enurement and Assignment

This Agreement shall enure to the benefit of the Parties hereto and their respective successors and permitted assigns and shall be binding upon the Parties hereto and their respective successors. This Agreement may not be assigned by any Party hereto without the prior written consent of the other Party hereto.

[Signature Page follows.]

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IN WITNESS WHEREOF the Parties hereto have executed this Agreement as of the date first above written.

GREAT REPUBLIC MINING CORP.

Per: "Jerry Huang"
Name: Jerry Huang
Title: CFO

LODE GOLD RESOURCES INC.

Per: "Winfield Ding"
Name: Winfield Ding
Title: CFO

1475039 BC LTD.

Per: "Winfield Ding"
Name: Winfield Ding
Title: CFO

D-1
SCHEDULE "D" - INTERIM ORDER

[See attached]

SUPREME COURT OF BRITISH COLUMBIA VANCOUVER REGISTRY
JAN 16 2025
ENTERED
No. S-247626
Vancouver Registry

IN THE SUPREME COURT OF BRITISH COLUMBIA

IN THE MATTER OF SECTION 288 OF THE BRITISH COLUMBIA BUSINESS CORPORATIONS ACT, S.B.C. 2002, C.57, AS AMENDED

AND

IN THE MATTER OF A PROPOSED ARRANGEMENT INVOLVING LODE GOLD RESOURCES INC., 1475039 B.C. LTD., and GREAT REPUBLIC MINING CORP.

LODE GOLD RESOURCES INC.

		PETITIONER
BEFORE	)	)
	)	16/Jan/2025
	)

ON THE APPLICATION of the Petitioner, Lode Gold Resources Inc. ("Lode Gold"), without notice coming on for hearing at 800 Smithe Street, Vancouver British Columbia on 16/Jan/2025 and on hearing Lauren Gnanasihamany, counsel for the Petitioner;

THIS COURT ORDERS that:

Lode Gold may rely in these proceedings on the form of Interim Order attached as Schedule "A" herein.

THE FOLLOWING PARTIES APPROVE THE FORM OF THIS ORDER AND CONSENT TO EACH OF THE ORDERS, IF ANY, THAT ARE INDICATED ABOVE AS BEING BY CONSENT:

13726481.1
CHECKLD

SCHEDULE "A"

No. S-247626
Vancouver Registry

IN THE SUPREME COURT OF BRITISH COLUMBIA

IN THE MATTER OF SECTION 288 OF THE BRITISH COLUMBIA BUSINESS CORPORATIONS ACT, S.B.C. 2002, C.57, AS AMENDED

AND

IN THE MATTER OF A PROPOSED ARRANGEMENT INVOLVING LODE GOLD RESOURCES INC., 1475039 B.C. LTD., and GREAT REPUBLIC MINING CORP.

LODE GOLD RESOURCES INC.
PETITIONER

ORDER MADE AFTER APPLICATION
(INTERIM ORDER)

BEFORE
ASSOCIATE JUDGE Robinson
16/JAN/2025

ON THE APPLICATION of the Petitioner, Lode Gold Resources Inc. ("Lode Gold") to amend the Interim Order made by Associate Judge Vos on November 7, 2024 under section 291 of the British Columbia Business Corporations Act, S.B.C. 2002, c. 57, as amended (the "BCBCA") in connection with an arrangement involving Lode Gold, 1475039 B.C. Inc. ("Spin Co"), Great Republic Mining Corp. ("GRM"), the holders (the "Lode Gold Shareholders") of Lode Gold common shares ("the "Lode Gold Shares"), the holders of options to purchase the Lod Gold Shares (the "Lode Gold Optionholders") the holders of warrants to purchase Lode Gold Shares (the "Lode Gold Warrantholders") and with the Lode Gold Optionholders and the Lode Gold Shareholders, the "Lode Gold Securityholders") under section 288 of the BCBCA

☑ without notice coming on for hearing at 800 Smith Street, Vancouver, British Columbia on January 16, 2025 and on hearing Lauren Gnanasihamany, counsel for Lode Gold, and upon reading the Petition filed herein and the Affidavit No. 2 of Wendy Chan made January 14, 2025 (the "Chan Affidavit") and filed herein;

THIS COURT ORDERS that:

13729697.1

ANNUAL AND SPECIAL MEETING

The Petitioner has advised that court that it intends, in accordance with the Business Corporations Act, RSA 200, c. B-9, to call, hold and conduct an annual and special meeting (the "Meeting") of the Lode Gold Securityholders, to be held on March 10, 2025 at 10:00 a.m. (Calgary Time) at 810 150 9th Ave SW, Calgary, Alberta, at which time the Lode Gold Shareholders will be asked to consider, and if deemed advisable, pass with or without variation, among other things, a special resolution (the "Continuance Resolution") authorizing and approving the application of Lode Gold to be continued under the laws of the Province of British Columbia (the "Continuance").
The Petitioner has advised the Court that, subject to the approval of the Continuance Resolution by the Lode Gold Shareholders, Lode Gold may immediately adjourn the Meeting and proceed to file the continuation application with the registrar under the BCBCA to complete the Continuance.

RECONVENED MEETING

After the completion of the Continuance, Lode Gold is authorized and directed to reconvene the Meeting pursuant to the BCBCA (the "Reconvened Meeting") to be held on March 10, 2024 at 10:00 a.m. (Calgary Time) at 810 150 9th Ave SW, Calgary, Alberta, for the Lode Gold Securityholders to, pursuant to sections 186, 288, 289, 290, and 291:

a. consider and, if thought advisable, to pass, with or without variation, a special resolution (the "Arrangement Resolution") of the Lode Gold Securityholders approving an arrangement (the "Arrangement") under Division 5 of Part 9 of the BCBCA;

b. to transact such further and other business, including amendments to the foregoing, as may properly be brought before the Reconvened Meeting, or any adjournment or postponement thereof.

The Reconvened Meeting shall be called, held and conducted in accordance with the BCBCA, the notice of annual and special meeting of the Lode Gold Shareholders (the "Notice"), the management information circular, which is attached as Exhibit "A" to Affidavit #1 of Chelsi Young (the "Information Circular"), the articles of Lode Gold and applicable securities laws, subject to the terms of this Interim Order and any further Order of this Court, as well as the rulings and directions of the Chair of the Reconvened Meeting, such rulings and directions not to be inconsistent with this Interim Order, and to the extent of any inconsistency this Interim Order shall govern or, if not specified in the Interim Order, the Information Circular shall govern.

AMENDMENTS

Lode Gold is authorized to make, in the manner contemplated by and subject to the arrangement agreement between Lode Gold, Spin Co, and GRM dated October 21, 2024 and amended and restated on December 27, 2024 (the "Arrangement Agreement"), such amendments, modifications or supplements to the Arrangement, the Plan of Arrangement, the Arrangement Agreement and the Notice as it may determine without any additional notice to or authorization of the Lode Gold Securityholders or further orders of this Court. The Arrangement, the Plan of Arrangement, the Arrangement Agreement and the Notice as so amended, modified or supplemented, shall be the Arrangement, the Plan of Arrangement, the Arrangement Agreement and the Notice to be submitted to Lode Gold Securityholders at the Reconvened Meeting, as applicable, and the subject of the Arrangement Resolution.

13713462.1

ADJOURNMENTS AND POSTPONEMENTS

Notwithstanding the provisions of the BCBCA and the articles of Lode Gold, and subject to the terms of the Arrangement Agreement, the board of directors of Lode Gold (the "Lode Gold Board") shall be entitled to adjourn or postpone the Reconvened Meeting by resolution on one or more occasions without the necessity of first convening the Reconvened Meeting or first obtaining any vote of the Lode Gold Securityholders respecting such adjournment or postponement and without the need for approval of this Court. Notice of any such adjournment or postponement shall be given by press release, newspaper advertisement or notice sent to the Lode Gold Securityholders by one of the methods specified in paragraph 10 of this Interim Order, as determined to be the most appropriate method of communication by the Lode Gold Board, subject to the terms of the Arrangement Agreement.
The Record Date (as defined below) shall remain the same despite any adjournments or postponements of the Meeting or the Reconvened Meeting.

RECORD DATE

The record date for determining Lode Gold Securityholders entitled to receive the Notice, the Information Circular (which includes, amongst other things, a copy of the Petition, the Notice of Hearing of Petition for Final Order, and the Interim Order granted), the Plan of Arrangement and the form of proxy for use by the Lode Gold Securityholders and in the case of registered Lode Gold Shareholders, also the letter of transmittal, (collectively, the "Meeting Materials") shall be the close of business on January 20, 2025 (the "Record Date"), as previously approved by the Lode Gold Board and published by Lode Gold.

NOTICE OF SPECIAL MEETING

The Information Circular is hereby deemed to represent sufficient and adequate disclosure, including for the purpose of section 290(1)(a) of the BCBCA, and Lode Gold shall not be required to send to the Lode Gold Securityholders any other or additional statement pursuant to section 290(1)(a) of the BCBCA.
The Meeting Materials, in substantially the same form contained as Exhibits "C" to "F" of the Chan Affidavit, with such amendments, deletions or additional documents as counsel for Lode Gold may advise are necessary or desirable, and as are not inconsistent with the terms of this Interim Order, shall be made available on the Company's website and SEDAR+ at least thirty (30) days prior to the date of the Reconvened Meeting in compliance with the Notice and Access provisions set out in section 9.1.1 of National Instrument 51-102 – Continuous Disclosure Obligations and section 2.7.1 of National Instrument 54-101 – Communications with Beneficial Owners of Securities of a Reporting Issuer (together, "Notice and Access Provisions"). Pursuant to the Notice and Access Provisions, a notice and access statement notifying the Lode Gold Shareholders that the Meeting Materials will be posted online for access by Lode Gold Securityholders, along with the form of proxy and/or letter of transmittal as applicable (the "Mailed Materials") shall be sent:

a. to registered Lode Gold Securityholders as they appear on the securities register(s) of Lode Gold or the records of its registrar and transfer agents as at the close of business on the Record Date, at least thirty (30) days prior to the date of the Reconvened Meeting, excluding the date of mailing, delivery or transmittal and the date of the Reconvened Meeting by one or more of the following methods:

13713462.1

i. by prepaid ordinary or air-mail addressed to such Lode Gold Securityholder at his, her, or its address as it appears on the applicable securities registers of Lode Gold or its registrar and transfer agent as at the Record Date;

ii. by delivery in person or by courier to the addresses specified in paragraph 10(a)(i) above; or

iii. by email or facsimile transmission to any such Lode Gold Securityholder who identifies himself, herself or itself to the satisfaction of Lode Gold (acting through its representatives), who requests such email or facsimile transmission and pays for the transmission fees in accordance with such request.

b. to non-registered Lode Gold Shareholders (those whose names do not appear in the securities register of Lode Gold), by sending copies of the Mailed Materials to intermediaries and registered nominees to facilitate the distribution of the Mailed Materials to beneficial owners in accordance with the procedures prescribed by National Instrument 54-101 – Communications with Beneficial Owners of Securities of a Reporting Issuer at least three (3) business days prior to the thirtieth (30th) day prior to the date of the Reconvened Meeting; and

The Meeting Materials shall be sent to the directors and auditor of Lode Gold by prepaid ordinary mail or by delivery in person or by recognized courier service or by email or facsimile transmission at least twenty-one (21) days prior to the date of the Reconvened Meeting, excluding the date of mailing, delivery or transmission.
Substantial compliance with the delivery of the Meeting Materials and the Mailed Materials as ordered herein shall constitute good and sufficient notice of the Reconvened Meeting, including compliance with the requirements of section 290(1)(a) of the BCBCA, and Lode Gold shall not be required to send to any Lode Gold Securityholder any other or additional statement pursuant to section 290(1) of the BCBCA.
The sending of the Meeting Materials, which includes the Petition, Notice of Hearing of the Petition and the Interim Order (collectively, the "Court Materials"), in accordance with paragraph 10 of this Order shall constitute good and sufficient service of such Notice of Petition upon all who may wish to appear in these proceedings, and no other service need be made and no other material need to be served on persons in respect of these proceedings except upon written request to the solicitors for Lode Gold at their address for service set out in the Petition. In particular, service of the Petition and any supporting affidavits is dispensed with.
Accidental failure, inadvertence, or omission by Lode Gold to give notice to any one or more Lode Gold Securityholder or any other persons entitled thereto, or the non-receipt of such notice, or any failure, inadvertence, or omission to give such notice as a result of events beyond the reasonable control of Lode Gold (including, without limitation, any inability to use postal services) shall not constitute a breach of this Interim Order or a defect in the calling of the Reconvened Meeting and shall not invalidate any resolution passed or proceeding taken at the Reconvened Meeting, but if any such failure or omission is brought to the attention of Lode Gold, then it shall use commercially reasonable efforts to rectify it by the method and in the time most reasonably practicable in the circumstances.
Lode Gold shall be at liberty to give notice of this application to persons outside the jurisdiction of this Court in the manner specified herein.

13713462.1

5 -
Provided that notice of the Reconvened Meeting is given and the Meeting Materials are provided to the Lode Gold Securityholders, and any other persons entitled thereto in compliance with this Interim Order, the requirement of section 290(1)(b) of the BCBCA to include certain disclosure in any advertisement of the Reconvened Meeting is waived.

DEEMED RECEIPT OF NOTICE

The Court Materials, Meeting Materials and any amendments, modifications, updates or supplements to the Meeting Materials and any notice of adjournment or postponement of the Reconvened Meeting, shall be deemed to have been received, for the purposes of this Interim Order:

(a) in the case of mailing pursuant to paragraph 10(a)(i) above, the day, Saturdays, Sundays and holidays excepted, following the date of mailing;

(b) in the case of delivery in person pursuant to paragraph 10(a)(ii) above, the day following personal delivery or, in the case of delivery by courier, one (1) business day after receipt by the courier;

(c) in the case of transmission by email or facsimile pursuant to paragraph 10(a)(iii) above, upon the transmission thereof;

(d) in the case of advertisement, at the time of publication of the advertisement;

(e) in the case of electronic filing on SEDAR+, upon the transmission thereof; and

(f) in the case of beneficial Lode Gold Shareholders, three (3) days after delivery thereof to intermediaries and registered nominees.

UPDATING MEETING MATERIALS

Notice of any amendments, modifications, updates or supplements to any of the information provided in the Meeting Materials may be communicated, at any time prior to the Meeting or the Reconvened Meeting, to the Lode Gold Securityholders or any other persons entitled thereto, by press release, news release, newspaper advertisement or by notice sent to the Lode Gold Securityholders by any of the means set forth in paragraph 10, as determined to be the most appropriate method of communication by the Lode Gold Board, subject to the terms of the Arrangement Agreement.

PERMITTED ATTENDEES

The only persons entitled to attend the Reconvened Meeting shall be:

(a) the registered Lode Gold Securityholders as at 4 p.m. (Vancouver time) on the Record Date, or their respective proxyholders;

(b) directors, officers, auditors and advisors of Lode Gold;

(d) directors, officers, auditors and advisors of GRM;

(e) other persons with the prior permission of the Chair of the Reconvened Meeting;

and the only persons entitled to be represented and to vote at the Reconvened Meeting shall be the registered Lode Gold Securityholders at the close of business on the Record Date, or their respective proxyholders.

13713462.1

SOLICITATION OF PROXIES

Lode Gold is authorized to use the form of proxy or voting instruction form (as applicable) and letter of transmittal (as applicable) in connection with the Reconvened Meeting in substantially the same form as is attached as Exhibits "D" and "E" to the Chan Affidavit, subject to Lode Gold's ability to insert dates and other relevant information in the final form thereof and to make other non-substantive changes and changes legal counsel advise are necessary or appropriate. Lode Gold is authorized, at its expense, to solicit proxies directly and through its officers, directors and employees, and through such agents or representatives as it may retain for that purpose and by mail, telephone or such other form of personal or electronic communication as it may determine.
The procedures for the use of proxies at the Meeting and the Reconvened Meeting and revocation of proxies shall be as set out in the Notice and the Information Circular.
Subject to the terms of the Arrangement Agreement, Lode Gold may in its discretion generally waive the time limits for the deposit of proxies by Lode Gold Securityholders if Lode Gold deems it advisable to do so, such waiver to be endorsed on the proxy by the initials of the Chair of the Reconvened Meeting.

QUORUM AND VOTING

A quorum at the Reconvened Meeting shall be at least one person who, or who represents by proxy, one or more Lode Gold Shareholders, who in aggregate, holds at least 10% of the Lode Gold Shares entitled to be voted at the Meeting or the Reconvened Meeting.
At the Reconvened Meeting, and in respect of the Arrangement Resolution:

a. each Lode Gold Shareholder whose name is entered on the central securities register of Lode Gold as at the close of business on the Record Date is entitled to one vote for each Lode Gold Share registered in his/her/its name.

b. each Lode Gold Optionholder whose name is entered on the central securities register of Lode Gold as at the close of business on the Record Date is entitled to one vote for each Lode Gold Share registered in his/her/its name.

c. each Lode Gold Warrantholder whose name is entered on the central securities register of Lode Gold as at the close of business on the Record Date is entitled to one vote for each Lode Gold Share registered in his/her/its name.

The vote required to pass the Arrangement Resolution shall be:

a. the affirmative vote of at least 66½% of the votes cast by the Lode Gold Shareholders present in person or represented by proxy and entitled to vote at the Reconvened Meeting; and

b. the affirmative vote of at least 66½% of the votes cast by the Lode Gold Securityholders voting together as a single class, present in person or represented by proxy at the Reconvened Meeting.

13729697.1

SCRUTINEER

The scrutineer for the Reconvened Meeting shall be Odyssey Trust Company (acting through its representatives for that purpose).

SHAREHOLDER DISSENT RIGHTS

Each registered Lode Gold Shareholder is granted rights to dissent (the “Dissent Rights”) in respect of the Arrangement Resolution in accordance with s. 191 of the ABCA as modified by the Plan of Arrangement, this Interim Order and the Final Order, including that:

(a) a registered Lode Gold Shareholder intending to exercise the Dissent Rights (a “Dissenting Shareholder”) must give a written notice of dissent (a “Notice of Dissent”) to Lode Gold c/o DuMoulin Black LLP, Attn: Lauren DeGoey, 1111 West Hastings Street, 15th Floor, Vancouver BC, or [email protected], to be received by Lode Gold no later than 5:00 p.m. (Vancouver time) on March 6, 2025, or if the Reconvened Meeting is adjourned or postponed, the date that is at least two days prior to the date of the Reconvened Meeting, notwithstanding subsection 191(5) of the ABCA;

(b) a Notice of Dissent must specify the name and address of the registered Lode Gold Shareholder, the number of Lode Gold Shares in respect of which the Notice of Dissent is being given (the “Notice Shares”) and whichever of the following is applicable:

(i) if the Notice Shares constitute all of the Lode Gold Shares of which the Dissenting Shareholder is both the registered and beneficial owner and the Dissenting Shareholder holds no other Shares as beneficial owner, a statement to that effect;

(ii) if the Notice Shares constitute all of the Lode Gold Shares of which the Dissenting Shareholder is both the registered and beneficial owner but the Dissenting Shareholder owns additional Lode Gold Shares beneficially, a statement to that effect and the names of the registered Lode Gold Shareholders of such additional Shares, the number of such additional Lode Gold Shares held by each of those registered owners and a statement that Notices of Dissent are being, or have been, sent with respect to all such additional Lode Gold Shares; or

(iii) if the Dissent Rights are being exercised by a registered Lode Gold Shareholder on behalf of another person who is the beneficial owner of the Notice Shares (the “Dissenting Owner”), a statement to that effect and the name and address of the Dissenting Owner and a statement that the registered Lode Gold Shareholder is dissenting with respect to all Lode gold Shares of the Dissenting Owner that are registered in such registered Lode Gold Shareholder’s name.

(c) A Lode Gold Shareholder may only exercise Dissent Rights in respect of all, and not less than all, of its Lode Gold Shares.

(d) A registered Lode Gold Shareholder must not vote in favour of the Arrangement Resolution any Lode Gold Shares registered in its name in respect of which the Lode Gold Shareholder has given a Dissent Notice. A vote against the Arrangement Resolution or a withholding of votes does not constitute a written objection.

13713462.1

(e) Prior to the Arrangement becoming effective, Lode Gold may rescind the Arrangement Resolution or the Dissenting Shareholder may withdraw his, her, or its dissent.

(f) A Dissenting Shareholder shall, concurrently with the steps contemplated in Section 3.1 of the Plan of Arrangement, cease to have any rights as a Lode Gold Shareholder and shall only be entitled to be paid by Lode Gold the fair value of such holder's Lode Gold Shares net of all withholding or other taxes required to be withheld by Lode Gold, Spin Co, GRM, or the Depositary in accordance with Section 5.7 of the Plan of Arrangement;

(g) A Dissenting Shareholder who is entitled to be paid by Lode Gold the fair value of such holder's Lode Gold Shares shall, pursuant to Section 3.1(a) of the Plan of Arrangement, be deemed to have transferred such holder's Lode Gold Shares (free and clear of any Encumbrances) to Lode Gold for cancellation without any further act or formality at the effective time of Section 3.1(c) of the Plan of Arrangement, notwithstanding the provisions of section 191 of the ABCA;

(h) The fair value of the Lode Gold Shares held by a Dissenting Shareholders shall be determined as of the close of business on the last business day on which the Arrangement Resolution is approved by the Lode Gold Shareholders at the Reconvened Meeting. Lode Gold, or its successor, and the Dissenting Shareholder will comply with the process set out in sections 191(6) to 191(10) of the ABCA to determine the fair value of said Dissenting Shareholder's Dissenting Shares.

(i) A Dissenting Shareholder who for any reason is not ultimately entitled to be paid the fair value of such holder's Lode Gold Shares shall be deemed to have participated in the Arrangement, commencing as of the Effective Time, on the same basis as a non-dissenting holder of Lode Gold Shares, notwithstanding the provisions of section 191 of the ABCA, and such Dissenting Shareholder shall be entitled to receive only the consideration contemplated in the Plan of Arrangement that such holder would have received pursuant to the Arrangement;

(j) In no event shall Lode Gold, Spin Co, GRM, or any other person be required to recognize any Dissenting Shareholder as a Lode Gold Shareholder after the Effective Time of the transfer of Lode Gold Shares to Lode Gold pursuant to Section 3.1(a) of the Plan of Arrangement, and the names of such holders shall be removed from the register of holders of Lode Gold Shares maintained by or on behalf of Lode Gold as at the Effective Time.

Notice to the Lode Gold Shareholders of their Dissent Rights with respect to the Arrangement Resolution will be given by including information with respect to the Dissent Rights in the Information Circular to be sent to the Lode Gold Shareholders with respect to the Arrangement.
Subject to further order of this Court, the rights available to the Lode Gold Shareholders under the ABCA and the Plan of Arrangement, as set out in the Information Circular and this Interim Order, to dissent from the Arrangement will constitute full and sufficient Dissent Rights for the Lode Gold Shareholders with respect to the Arrangement.

APPLICATION FOR FINAL ORDER

Upon the approval by the Lode Gold Securityholders of the Arrangement Resolution, in the manner set forth in this Interim Order, Lode Gold may apply to this Court (the "Application") for an Order:

(a) pursuant to section 291(4)(a) of the BCBCA approving the Arrangement; and
(b) pursuant to section 291(4)(c) of the BCBCA declaring that the Arrangement, and the distribution of securities to be affected by the Arrangement, is substantively and procedurally fair and reasonable to the Lode Gold Securityholders,

(collectively the "Final Order"),

and the hearing of the Application will be held on March 14, 2025 at 9:45 a.m. before the presiding Judge in Chambers at 800 Smithe Street, Vancouver, British Columbia or as soon thereafter as the Application can be heard or at such other date and time as this Court may direct.

The form of Notice of final hearing attached as Exhibit "C" to the Chan Affidavit is hereby approved as the form of notice for the hearing of the application for the Final Order.
The Petitioner has advised the court that:

a. section 3(a)(10) of the United States Securities Act of 1933 (the "1933 Act"), as amended, provides an exemption from registration for the securities issued in exchange for one or more bona fide outstanding securities, claims or property interests pursuant to an arrangement where the terms and conditions of such issuance and exchange are approved by any court (including this Court), after a hearing on the fairness of such terms and conditions at which all person to whom it is proposed to issue securities in such exchange have the right to appear and receive timely notice thereof;
b. the Petitioner, GRM and Spin Co intend rely upon section 3(a)(10) of the 1933 Act, based on this Court's determination that the Arrangement, including the terms and conditions hereof and the proposed issuance and exchanges of securities contemplated therein, is substantively and procedurally fair to Lode Gold Securityholders and in accordance with the Plan of Arrangement, for the issuance of the new Lode Gold common shares (the "New Lode Gold Shares"), the Spin Co common shares (the "Spin Co Shares"), and the GRM common shares (the "GRM Shares") to be distributed and exchanged under the Arrangement to Lode Gold Shareholders who are resident in the United States without registration under the 1933 Act; and
c. should the Court make the Final Order approving the Arrangement, the issuance of the New Lode Gold Shares, the Spin Co Shares and the GRM to be distributed and exchanged under the Arrangement will be exempt from registration under the 1933 Act pursuant to section 3(a)(10) thereof.

Any Lode Gold Securityholder may appear and make submissions at the application for the Final Order provided that such person shall:

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10 -

(a) file a Response to Petition, in the form prescribed by the Supreme Court Civil Rules, together with any evidence or material which is to be presented to the Court at the hearing of the Application; and

(b) deliver the filed Response to Petition together with a copy of any evidence or material which is to be presented to the Court at the hearing of the Application, to Lode Gold’s counsel at:

WT BCA LLP
2400 - 200 Granville St.
Vancouver, BC V6C 1S4
Attention: Lauren Gnanasihamany & Nicole Chang

by or before 4:00 p.m. (Vancouver time) on March 12, 2025

If the application for the Final Order is adjourned, only those persons who have filed and delivered a Response to Petition in accordance with this Interim Order need to be served and provided with notice of the adjourned date.
In the event that the hearing of the Application is adjourned, then only those persons who filed and delivered a Response to Petition in accordance with paragraph 32, need be provided with notice of the adjourned hearing date.
Subject to other provisions in this Interim Order, no material other than that contained in the Information Circular need be served on any persons in respect of these proceedings and, in particular, service of the Petition herein and the accompanying Affidavit and additional Affidavits as may be filed is dispensed with.

VARIANCE

Lode Gold shall be entitled, at any time, to apply to vary this Interim Order.
Rules 8-1 and 16-1(8) – (12) will not apply to any further applications in respect of this proceeding, including the application for the Final Order and any application to vary this Interim Order.
Lode Gold shall, and hereby does, have liberty to apply for such further orders as may be appropriate.
To the extent of any inconsistency or discrepancy between this Interim Order and the Information Circular, the BCBCA, applicable Securities Laws or the articles of Lode Gold, this Interim Order will govern.

THE FOLLOWING PARTIES APPROVE THE FORM OF THIS ORDER AND CONSENT TO EACH OF THE ORDERS, IF ANY, THAT ARE INDICATED ABOVE AS BEING BY CONSENT:

Signature of Lawyer for the Petitioner,
Lode Gold Resources Inc.
Lawyer: Lauren Gnanasihamany

13713462.1

SCHEDULE "E" – NOTICE OF PETITION

[See attached]

E-1

No. S-247626
Vancouver Registry

IN THE SUPREME COURT OF BRITISH COLUMBIA

IN THE MATTER OF SECTION 288 OF THE BUSINESS CORPORATIONS ACT, S.B.C., 2002 C. 57, AS AMENDED

AND

IN THE MATTER OF A PROPOSED ARRANGEMENT INVOLVING LODE GOLD RESOURCES INC., 1475039 B.C. LTD., AND GREAT REPUBLIC MINING CORP.

LODE GOLD RESOURCES INC.

PETITIONER

NOTICE OF HEARING

TO: The holders (the "Lode Gold Shareholders") of common shares (the "Lode Gold Shares") of Lode Gold Resources Inc. ("Lode Gold"), the holders of options to purchase Lode Gold Shares, and the holders of warrants to purchase Lode Gold Shares (together, the "Lode Gold Securityholders")

NOTICE IS HEREBY GIVEN that a Petition to the Court has been filed by Lode Gold in the Supreme Court of British Columbia for approval, pursuant to section 291 of the Business Corporations Act, S.B.C. 2002 c. 57 and amendments thereto (the "BCBCA"), of an arrangement contemplated in an Arrangement Agreement dated October 21, 2024 and amended and restated on December 27, 2024, involving Lode Gold, 1475039 B.C. Ltd., and Great Republic Mining Corp. (the "Arrangement").

NOTICE IS FURTHER GIVEN that by Order of Associate Judge Robinson, an Associate Judge of the Supreme Court of British Columbia, dated January 16, 2025 (the "Interim Order"), the Court has given directions as to the calling of a meeting (the "Meeting") and any reconvened meeting (the "Reconvened Meeting") of the Lode Gold Securityholders for the purpose of, among other things, considering and voting upon the special resolution to approve the Arrangement.

NOTICE IS FURTHER GIVEN that if the Arrangement is approved at the Meeting or the Reconvened Meeting, Lode Gold intends to apply to the Supreme Court of British Columbia for a final order (the "Final Order") approving the Arrangement, declaring it to be fair and reasonable to the Lode Gold Securityholders, which application will be heard at the courthouse at 800 Smithe Street, in the City of Vancouver, in the Province of British Columbia on March 14, 2025 at 9:45 a.m. (Vancouver time) or as soon thereafter as the Court may direct or counsel for Lode Gold may be heard.

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NOTICE IS FURTHER GIVEN that the Court has been advised that, if granted, the Final Order approving the Arrangement and the declaration that the Arrangement is fair to the Lode Gold Securityholders will constitute the basis for an exemption from the registration requirements under the United States Securities Act of 1933, pursuant to section 3(a)(10) thereof, upon which the parties will rely for the issuance and exchange of securities in connection with the Arrangement.

IF YOU WISH TO BE HEARD AT THE HEARING OF THE APPLICATION FOR THE FINAL ORDER OR WISH TO BE NOTIFIED OF ANY FURTHER PROCEEDINGS, YOU MUST GIVE NOTICE OF YOUR INTENTION by filing a form entitled "Response to Petition" together with any evidence or materials which you intend to present to the Court at the Vancouver Registry of the Supreme Court of British Columbia and YOU MUST ALSO DELIVER a copy of the Response to Petition and any other evidence or materials to the Petitioner's address for delivery, which is set out below, on or before 4:00 p.m. (Vancouver time) on March 12, 2025.

YOU OR YOUR SOLICITOR may file the Response to Petition. You may obtain a form of Response to Petition at the Registry. The address of the Registry is 800 Smithe Street, Vancouver, British Columbia, V6Z 2E1.

IF YOU DO NOT FILE A RESPONSE TO PETITION AND ATTEND EITHER IN PERSON OR BY COUNSEL at the time of the hearing of the application for the Final Order, the Court may approve the Arrangement, as presented, or may approve it subject to such terms and conditions as the Court deems fit, all without further notice to you. If the Arrangement is approved, it will affect the rights of the Lode Gold Securityholders.

A copy of the Petition to the Court and the other documents that were filed in support of the Interim Order and will be filed in support of the Final Order will be furnished to any Lode Gold Securityholder upon request in writing addressed to the solicitors of the Petitioner at the address for delivery set out below.

The Petitioner's address for delivery is:

WT BCA LLP
2400-200 Granville Street
Vancouver, BC V6C 1S4
Attention: Lauren Gnanasihamany & Nicole Chang

Pursuant to the Interim Order, the hearing of this Petition is set for March 14, 2025 at 9:45 am before the presiding Judge in Chambers at the Courthouse at 800 Smithe Street, Vancouver British Columbia.

It is anticipated that this Final Hearing will not be contentious and will take 15 minutes.

DATED this 16th day of January, 2025

Dated: 16/January/2025

13715800.1

S=247626

No. ___

Vancouver Registry

SUPREME COURT OF BRITISH COLUMBIA
VANCOUVER REGISTRY
NOV 05 2024

IN THE SUPREME COURT OF BRITISH COLUMBIA

IN THE MATTER OF SECTION 288 OF THE BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA), S.B.C. 2002, C.57, AS AMENDED

AND

IN THE MATTER OF A PROPOSED ARRANGEMENT INVOLVING

LODE GOLD RESOURCES INC., 1475039 B.C. INC., and GREAT REPUBLIC MINING CORP.

LODE GOLD RESOURCES INC.

PETITIONER

PETITION TO THE COURT

ON NOTICE TO:

This petition is without notice.

The address of the registry is:

800 Smithe Street

Vancouver, BC V6Z 2E1

The petitioner estimates that the hearing of the petition will take 15 minutes.

☐ This matter is an application for judicial review.

☑ This matter is not an application for judicial review.

This proceeding is brought for the relief set out in Part 1 below, by

☐ the persons named as petitioners in the style of proceedings above

☑ Lode Gold Resources Inc. (the petitioner)

If you intend to respond to this petition, you or your lawyer must

(a) file a response to petition in Form 67 in the above-named registry of this court within the time for response to petition described below, and

(b) serve on the petitioner(s)

(i) 2 copies of the filed response to petition, and

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(ii) 2 copies of each filed affidavit on which you intend to rely at the hearing.

Orders, including orders granting the relief claimed, may be made against you, without any further notice to you, if you fail to file the response to petition within the time for response.

Time for response to petition

A response to petition must be filed and served on the petitioner,

(a) if you reside anywhere within Canada, within 21 days after the date on which a copy of the filed petition was served on you,
(b) if you reside in the United States of America, within 35 days after the date on which a copy of the filed petition was served on you,
(c) if you reside elsewhere, within 49 days after the date on which a copy of the filed petition was served on you, or
(d) if the time for response has been set by order of the court, within that time.

| (1) | The ADDRESS FOR SERVICE of the petitioner(s) is: | WT BCA LLP
2400 - 200 Granville St.
Vancouver, BC V6C 1S4
Attention: Lauren Gnanasihamany & Nicole Chang |
| --- | --- | --- |
| | Fax number address for service (if any) of the petitioner: | 604-682-5217 |
| | E-mail address for service (if any) of the petitioner: | [email protected]
[email protected]
[email protected]
[email protected] |
| (2) | The name and office address of the petitioner’s lawyer is: | WT BCA LLP
2400 - 200 Granville St.
Vancouver, BC V6C 1S4
Attention: Lauren Gnanasihamany & Nicole Chang |

CLAIM OF THE PETITIONER

Part 1: ORDER(S) SOUGHT

The petitioner, Lode Gold Resources Inc. ("Lode Gold") applies to this Court pursuant to sections 186, 288 to 297 of the Business Corporations Act, SBC 2002, c. 57 (the "BCBCA"), Rules 1-2(4), 2-1(2)(b), 4-4, 4-5, 8-1, and 16-1 of the Supreme Court Civil Rules for:

13311597.1

-3-

An ex parte interim order (the "Interim Order") substantially in the form attached as Schedule "A" to this Petition in connection with an arrangement (the "Arrangement") involving Lode Gold, 1475039 BC Ltd. ("Spin Co") and Great Republic Mining Corp. ("GRM") as proposed by the Petitioner in the plan of arrangement (the "Plan of Arrangement") substantially in the form attached as Appendix "D" to the management information circular (the "Circular") of Lode Gold, a draft of which is attached as Exhibit "A" to Affidavit #1 of Wendy Chan made November 5, 2024 ("Affidavit #1") for:

a. The convening and conduct by the Petitioner, Lode Gold, of an annual and special meeting (the "Reconvened Meeting") of the holders ("Lode Gold Shareholders") of Lode Gold common shares (the "Lode Gold Shares"), the holders ("Lode Gold Optionholders") of Lode Gold options to purchase Lode Gold Shares ("Lode Gold Options") and holders ("Lode Gold Warrantholders") of warrants to purchase Lode Gold Shares ("Lode Gold Warrants") to be held at 10:00 a.m. (Calgary Time) on December 6, 2024 at 810 150 9th Ave SW, Calgary, Alberta, subject to any adjournment, to consider, inter alia, and if thought advisable, pass with or without amendment, a special resolution (the "Arrangement Resolution") authorizing and approving the proposed Arrangement under the provisions of Division 5 of Part 9 of the BCBCA and such other business, including amendments to the foregoing, as may properly come before the Reconvened Meeting, and

b. The giving of notice of the Reconvened Meeting and provision of materials regarding the Arrangement of the Lode Gold Shareholders, the Lode Gold Optionholders, and the Lode Gold Warrantholders (together, the "Lode Gold Securityholders");

A final order (the "Final Order") that:

a. the Arrangement, including the terms and conditions thereof and the opposed issuance and exchange of securities contemplated therein, be declared fair and reasonable, and

b. the Arrangement be approved; and

Such further and other relief as counsel for the Petitioner may advise and the Court may deem just.

Part 2: FACTUAL BASIS

Capitalized terms not otherwise defined herein have the meanings ascribed to them in the Circular attached as Exhibit "A" to Affidavit #1.

Lode Gold

Lode Gold is an Alberta company incorporated under the Business Corporations Act, RSA 200, c. B-9 (the "ABCA"), and with an address for service in this proceeding c/o WT BCA LLP, 2400-200 Granville Street, Vancouver, British Columbia, V6C 1S4. Prior to the Final Order, Lode Gold intends to apply to be continued as if it had been incorporated under the laws of British Columbia.
Lode Gold is focused on mineral development and production.
Lode Gold is a reporting issuer in British Columbia, Alberta, and Ontario and its shares are listed for trading on the TSXV.

13311597.1

The authorized share capital of Lode Gold consists of an unlimited number of common and preferred shares.
As of November 5, 2024 (the “Record Date”), there were:

(a) 38,032,970 Lode Gold Shares issued and outstanding.

(b) 3,326,642 Lode Gold Options issued and outstanding which, if fully vested, would entitle the Lode Gold Optionholders to acquire a total of 3,326,642 Lode Gold Shares at prices ranging from $0.50 - $2.50 per Share with expiry dates ranging from January 16, 2025 - July 2, 2029;

(c) 13,042,249 Lode Gold Warrants issued and outstanding which entitle the Lode Gold Warrantholders to acquire a total of NUMBER Lode Gold Shares at exercise prices ranging from $0.50 - $0.70 per Share with expiry dates ranging from December 21, 2024 – July 12, 2026; and

(d) No issued and outstanding preferred shares.

Spin Co

Spin Co is a company existing under the laws of British Columbia with a registered and records office at 15th Floor, 1111 West Hastings Street, Vancouver, British Columbia. Spin Co is a majority owned subsidiary of Lode Gold. Fancamp Exploration Inc. (“Fancamp”) holds 19.9% of the issued and outstanding common shares of Spin Co (the “Spin Co Shares”).
As set out further below, Spin Co directly holds interests in mineral exploration and development projects in the Yukon and, together with Fancamp, holds interests in mineral exploration and development projects in New Brunswick.

GRM

GRM is a company existing under the laws of British Columbia, with a registered and records office at Suite 2501-550 Burrard Street, Vancouver, British Columbia. GRM is focussed on gold and vanadium project development.
GRM is a reporting issuer in British Columbia, Alberta, and Ontario.
The shares of GRM are listed on the CSE (the “GRM Shares”).
As a condition to the closing of the Arrangement, GRM has agreed to have a minimum cash balance of $250,000 and no liabilities. GRM has also agreed to terminate it option to acquire the Porcher Island property, as defined in the Circular.

-5-

The Meeting

Lode Gold proposes, in accordance with the ABCA, to call, hold and conduct a meeting of the Lode Gold Shareholders (the "Meeting") to consider, and if deemed advisable, pass with or without variation, the Continuance Resolution authorizing and approving the application of Lode Gold to be continued as if it had been incorporated under the laws of British Columbia (the "Continuance").
Subject to the approval of the Continuance Resolution by the Lode Gold Shareholders, it is anticipated that Lode Gold will immediately adjourn the Meeting following the approval of the Continuance Resolution and proceed to file its continuance application with the registrar under the BCBCA to complete the Continuance.

The Arrangement

Upon completion of the Continuance, Lode Gold intends, in accordance with section 289 of the BCBCA, to reconvene the Meeting on December 6, 2024 (the "Reconvened Meeting"), at which time the Lode Gold Securityholders will be asked to consider, and if deemed advisable, pass, with or without variation, the Arrangement Resolution.
Lode Gold, Spin Co, and GRM have entered into an arrangement agreement dated October 21, 2024 (the "Arrangement Agreement") pursuant to which the Lode Gold Shareholders will receive one new Lode Gold Share and 0.5739 Spin Co Shares for every Lode Gold Share they own, and GRM will subsequently acquire all the issued and outstanding Spin Co Shares, with the exception of those Spin Co Shares already owned by GRM, pursuant to the Plan of Arrangement under s. 288 of the BCBCA.
With respect to the Arrangement, commencing at the Effective Time, each of the events set out below shall occur and be deemed to occur in the following sequence, in each case without any further authorization, act or formality of or by Lode Gold, GRM, or any person (provide that none of the following shall occur unless all of the following occur):

(ii) such Dissenting Lode Gold Shareholders' names shall be removed as the holders of such Lode Gold Shares from the register of Lode Gold Shares maintained by or on behalf of Lode Gold; and

(iii) such Lode Gold Shares shall be cancelled and returned to treasury;

(b) the authorized share structure of Lode Gold will be altered by:

13311597.1

(i) renaming and redesignating all of the issued and unissued Lode Gold Shares as "Class A common shares without par value" and varying the special rights and restrictions attached to those shares to provide the holders thereof with two votes in respect of each share held, being the "Lode Gold Class A Shares"; and

(ii) creating a new class consisting of an unlimited number of "common shares without par value" with terms and special rights and restrictions identical to those of the Lode Gold Shares immediately prior to the Effective Time, being the "New Lode Gold Shares";

(i) one New Lode Gold Share; and

(ii) 0.5739 of a Spin Co Share;

(d) all of the issued Lode Gold Class A Shares will be cancelled with the appropriate entries being made in the central securities register of Lode Gold, and the aggregate paid-up capital (as that term is used for purposes of the Tax Act) of the New Lode Gold Shares will be equal to that of the Lode Gold Shares immediately prior to the Effective Time less the fair market value of the Spin Co Shares distributed pursuant to Section 3.1(c) of the Arrangement;

(e) the Lode Gold Class A Shares, none of which will be issued or outstanding once the steps in Section 3.1(c) to Section 3.1(d) of the Arrangement are completed, will be cancelled and the authorized share structure of Lode Gold will be changed by eliminating the Lode Gold Class A Shares;

(f) in order to reflect the FMV Reduction of each Lode Gold Share, the exercise price of each Lode Gold Option outstanding immediately prior to the Effective Time of the Arrangement will be reduced to reflect the FMV Reduction of a Lode Gold Share (rounded to the nearest cent) and the other terms and conditions of the Lode Gold Options will remain unchanged;

(g) in order to reflect the FMV Reduction of each Lode Gold Share, the exercise price of each Lode Gold Warrant outstanding immediately prior to the Effective Time of the Arrangement will be reduced to reflect the FMV Reduction of a Lode Gold Share (rounded to the nearest cent), for greater certainty:

(i) the designated trigger price in any Lode Gold Warrant with an acceleration provision will be reduced in proportion to the FMV Reduction of a Lode Gold Share; and

(ii) the other terms and conditions of the Lode Gold Warrants will remain unchanged;

(h) each Spin Co Share outstanding (other than Spin Co Shares held by GRM) shall be transferred to GRM in exchange for one GRM Share (the "Share Consideration") and:

13311597.1

-7-

(ii) such holders' names shall be removed as the holders of such Spin Co Shares from the register of Spin Co Shares maintained by or on behalf of Lode Gold; and

(i) GRM shall change its name to "Gold Orogen Resources Corp.".

No Creditor Impact

The Arrangement does not contemplate a compromise of any debt or debt instruments of Lode Gold and no creditor of Lode Gold will be materially affected by the Arrangement.

Background to the Arrangement

The Arrangement is the result of an extensive review of strategic alternatives followed by arm's length negotiations between Lode Gold, Fancamp, and GRM. The following is a summary of the key meetings, negotiations, discussions and actions involving the various parties that led to Lode's execution of the Arrangement Agreement.
On August 26, 2024, Lode Gold, Spin Co, and Fancamp entered into an investment agreement, whereby, inter alia (the "Investment Agreement"):

(a) Fancamp subscribed for an aggregate of $500,000 of special warrants of Lode ("Special Warrants") at an issue price of $0.035 per Special Warrant, and with each Special Warrant to be exchanged upon completion of the Spin Out for one Lode Share and one Lode Warrant;

(b) Fancamp invested $2,500,000 into Spin Co in exchange for 19.9% of the issued and outstanding shares of Spin Co; and

(c) Fancamp and Spin Co incorporated Acadian Gold Corp. ("Acadian"), each holding 50% of the issued and outstanding shares of Acadian;

(d) Lode Gold transferred its Golden Culvert property, and assigned its interest in the Win Property to Spin Co;

(e) Lode Gold assigned its interest in the McIntyre Brook properties to Acadian;

(f) Fancamp transferred its Riley Brook property to Acadian;

(g) Fancamp and Spin Co entered into a shareholders' agreement with respect to Acadian that provides Fancamp shall be the operator of the properties held by Acadian;

13311597.1

(h) Spin Co appointed Rajesh Sharma, a nominee of Fancamp, to its board of directors; and
(i) Lode Gold agreed to complete the Spin Out and directly list the Spin Co Shares on a recognized Canadian stock exchange or complete a reverse take-over (the "RTO").

Following the Investment Agreement closing date (October 9, 2024), Spin Co agreed to raise an aggregate of $1,500,000 (the "Spin Co Private Placement"), and Lode Gold agreed to complete the Arrangement by no later than March 31, 2025 (the "Outside Date").
Pursuant to the Investment Agreement Lode Gold began discussions with GRM in April 2024 to complete the RTO. These discussions resulted in the initial negotiation of the GRM Letter of Intent in April 2024. The GRM Letter of Intent was entered into on September 23, 2024 as announced by Lode Gold on September 24, 2024.
After careful consideration, including a through review of the terms of the Arrangement Agreement, and taking into account the best interests of Lode Gold and the impact on the Lode Gold Securityholders, and as announced by news release dated October 22, 2024, the Lode Gold Board of Directors decided to proceed with the Arrangement.
On October 21, 2024, Lode Gold, Spin Co, and GRM entered into the Arrangement Agreement.
Additional information regarding the background to the Arrangement is contained in the Circular in the section titled "Background to the Arrangement".

Reasons and Support for the Arrangement

Lode Gold has reviewed the terms and conditions of the proposed Arrangement and has concluded that the Arrangement is fair and reasonable to the Lode Gold Securityholders and in the best interests of Lode Gold.
In arriving at this conclusion, the Lode Gold Board considered, inter alia:

(a) Separation of Assets. It is expected the separation of the Spin-out Assets from Lode Gold's assets will provide a separate valuation of both the businesses of Lode Gold and the Resulting Issuer and will permit management to advance both the businesses of Lode Gold and the Resulting Issuer in a more focused and efficient manner;

(b) Continued Participation by Lode Gold Shareholders in the Spin-out Assets Through the Resulting Issuer. Lode Gold Shareholders, through their ownership of Resulting Issuer Shares, will also participate in the Spin-out Assets;

(c) Continued Participation by Lode Gold Shareholders in the Lode Gold Business. Lode Gold Shareholders, through their ownership of all the issued and outstanding Lode Gold Shares, will continue to participate in the value associated with the development, operation, and growth of the Lode Gold Business.

(d) Continuity of Management. The board of directors and officers of the Resulting Issuer after the Arrangement will initially include certain officers that currently manage Lode Gold, preserving the management know-how and direction of Lode Gold.

13311597.1

(e) Investment Diversification. The creation of two separate companies dedicated to the pursuit of their respective businesses will provide Lode Gold Shareholders with diversification and increased liquidity for their investment portfolios, as they will hold a direct interest in two companies, each of which is focused and valued on different objectives.

(f) GRM. GRM has agreed to have a minimum cash balance of $250,000 and no liabilities at closing. GRM is a publicly traded reporting issuer on the CSE. Upon completion of the Arrangement, the GRM Shares will be listed and posted for trading on the CSE.

(g) Dissent Rights. Registered Lode Gold Shareholders who oppose the Arrangement may, on strict compliance with the Dissent Procedures, exercise their Dissent Rights and receive the fair value of the Dissent Shares.

Based on its review of these and other factors, the Lode Gold Board considers the Arrangement to be in the best interests of Lode Gold and fair and reasonable to the Lode Gold Securityholders, and recommends that the Lode Gold Securityholders vote in favour of the Arrangement Resolution.

Interests of Certain Persons

As of the Record Date, the directors and senior officers of Lode Gold as a group beneficially owned, controlled or directed by each of them and their associates and affiliates over approximately:

(a) 19,910,017 Lode Gold Shares representing approximately 52.35% of the Lode Gold Shares,

(b) 2,697,811 Lode Gold Options representing approximately 81.1% of the Lode Gold Options; and

The Reconvened Meeting and Approvals

It is proposed in accordance with the Interim Order that Lode Gold convene the Reconvened Meeting on December 6, 2024 at 10:00 a.m. (Calgary Time) to consider, inter alia, and, if thought fit, to pass, subject to such amendments, variations or additions as may be approved at the Reconvened Meeting, the Arrangement Resolution.
The Lode Gold Board has resolved that the Record Date for determining the Lode Gold Securityholders entitled to receive notice of, attend and vote at the Reconvened Meeting be fixed at the close of business on November 5, 2024.
In connection with the Reconvened Meeting, Lode Gold intends to send to each Lode Gold Securityholder a copy of the following materials and documentation substantially in the forms attached as Exhibits "A" to "D" to Affidavit #1 in accordance with the Interim Order:

(a) The Notice of the Reconvened Meeting and Circular (a copy of which is attached as Exhibit "A" to Affidavit #1) that includes, among other things:

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(i) an explanation of the effect of the Arrangement;
(ii) information concerning Lode;
(iii) information concerning Spin Co;
(iv) information concerning GRM;
(v) the Arrangement Resolution;
(vi) the Plan of Arrangement;
(vii) a copy of the Petition;
(viii) a copy of the Interim Order;
(ix) a copy of the Notice of final hearing of the Petition;
(x) a summary of the Arrangement Agreement; and
(xi) a copy of the dissent provisions contained in s. 191 of the ABCA;

(b) the form of proxy and voting instruction form for use by the Lode Gold Shareholders, as applicable, and in the case of registered Lode Gold Securityholders, also the letter of transmittal (draft copies of which are attached as Exhibit "C" and Exhibit "D" to Affidavit #1).

All such documents may contain such amendments thereto as the Petitioner (based on the advice of its solicitors) may determine are necessary or desirable, provided such amendments are not inconsistent with the terms of the Interim Order.

Quorum and Voting at the Reconvened Meeting

In accordance with the by-laws of Lode Gold, quorum at the Reconvened Meeting shall be at least one person present who holds or represents by proxy not less than 10% of the Lode Gold Shares entitled to vote at the Reconvened Meeting.
At the Reconvened Meeting, and in respect of the Arrangement Resolution:

(a) each Lode Gold Shareholder whose name is entered on the central securities register of Lode Gold as at the close of business on the Record Date is entitled to one vote for each Lode Gold Share registered in his/her/its name.

(b) each Lode Gold Optionholder whose name is entered on the central securities register of Lode Gold as at the close of business on the Record Date is entitled to one vote for each Lode Gold Share registered in his/her/its name.

(c) each Lode Gold Warrantholder whose name is entered on the central securities register of Lode Gold as at the close of business on the Record Date is entitled to one vote for each Lode Gold Share registered in his/her/its name.

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The requisite and sole approvals required to pass the Arrangement Resolution shall be:

(a) the affirmative vote of at least 66½% of the votes cast by the Lode Gold Shareholders present in person or represented by proxy at the Reconvened Meeting; and
(b) the affirmative vote of at least 66½% of the votes cast by the Lode Gold Securityholders voting together as a single class, present in person or represented by proxy at the Reconvened Meeting.

Rights of Dissent

The registered Lode Gold Shareholders shall have rights of dissent in respect of the Arrangement Resolution as set out in s. 191 of the ABCA and as modified by the Plan or Arrangement and the Interim Order.
In essence, any Registered Lode Gold Shareholder who dissents from the Arrangement Resolution in compliance with Section 191 of the ABCA (as modified by the Interim Order and the Plan of Arrangement) will be entitled, in the event that the Arrangement becomes effective, to be paid by Lode Gold the fair value of the Lode Gold Shares held by such Registered Lode Gold Shareholder.

United States Shareholders

Section 3(a)(10) of the 1933 Act provides an exemption from the general registration requirements of the 1933 Act for securities issued in exchange for one or more bona fide outstanding securities where the terms and conditions of the issuance and exchange of such securities have been approved as substantively and procedurally fair by a court of competent jurisdiction that is expressly authorized by law to grant such approval after a hearing upon the substantive and procedural fairness of such terms and conditions of the issuance and exchange at which all persons to whom the securities will be issued in such exchange have the right to appear and have received timely notice thereof.
Lode Gold hereby gives notice to the Court of the intent of Lode Gold, Spin Co, and GRM to rely upon the exemption provided by Section 3(a)(10) under the 1933 Act with respect to the issuance of the New Lode Gold Shares, the Spin Co Shares, and GRM Shares.
Lode Gold, Spin Co, and GRM do not wish to proceed with the transactions contemplated by the Plan of Arrangement, except by way of an arrangement under the BCBCA, so that Lode Gold, Spin Co, and GRM may rely on the exemption provided by Section 3(a)(10) of the 1933 Act. If such exemption were not available, compliance with the United States securities laws would likely subject Lode Gold, Spin Co, and GRM to inordinate costs and inconvenience, and delay implementation of the Arrangement, none of which Lode Gold believes is in the best interests of the Lode Gold Shareholders.
Lode Gold, Spin Co, and GRM will rely on this Court's approval as the basis for the exemption from the registration requirements of the 1933 Act, pursuant to Section 3(a)(10) thereof, for the issuance of the New Lode Gold Shares, the Spin Co Shares, and GRM Shares pursuant to the Arrangement.

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Part 3: LEGAL BASIS

The Petitioner relies on sections 186, 238, 242-247, 288-299 of the BCBCA, Supreme Court Civil Rules 1-2(4), 1-3, 2-1(2)(b), 4-4, 4-5, 8-1, and 16-1, and the inherent jurisdiction of this Court.
Section 288(1) of the BCBCA permits a company to propose an arrangement with its shareholders, creditors or other persons and may, in that arrangement, make any proposal it considers appropriate.
Section 288(2) of the BCBCA sets out two preconditions for an arrangement to take effect: (a) the adoption of the arrangement in accordance with section 289, and (b) court approval under section 291.
This Court has recognized that section 291 of the BCBCA contemplates three steps in the process of approving an arrangement:

(a) An application for an interim order for directions calling a shareholders’ (and possibly other securityholders’) meeting to consider and vote on the arrangement;

(b) A meeting of shareholders (and possibly other securityholders) where the arrangement must be voted on and approved by special resolution; and

Re Plutonic Power Corporation, 2011 BCSC 804 ("Plutonic") at para. 16

The Petitioner intends to apply for an interim order for directions, and following the Reconvened Meeting to be held in compliance with the terms of the interim order, return to this Court for approval of the arrangement.
An interim order is preliminary in nature. The purpose of the interim order is to set the wheels in motion for the application process relating to the arrangement and to establish the parameters for the holding of shareholder meetings to consider approval of the arrangement in accordance with the statute.

Mason Capital Management LLC v TELUS Corp, 2012 BCSC 1582 ("Mason") at para. 31

In order to grant an interim order, a court need only to satisfy itself that reasonable grounds exist to regard the proposed transaction as an ‘arrangement’. The court will consider the merits and fairness of the arrangement at the final hearing stage.

Mason at para. 32

In determining whether a plan of arrangement should be approved, the court must focus on the terms and impact of the arrangement itself, rather than on the process by which it was reached. What is required is that the arrangement itself, viewed substantively and objectively, be suitable for approval.

Plutonic at para 19 citing B.C.E (defined below) at para 136

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The principles to be applied in considering an application for court approval of a plan of arrangement were set out by the Supreme Court of Canada in B.C.E. Inc. v. 1976 Debenture Holders, 2008 SCC 69 ("B.C.E."):

(a) In seeking approval of an arrangement, the corporation bears the onus of satisfying the court that the statutory procedures have been met, the application has been put forward in good faith, and the arrangement is fair and reasonable: at para. 137.

(b) In order to determine whether a plan of arrangement is fair and reasonable, the court must be satisfied that the plan serves a valid business purpose and that it adequately responds to the objections and conflicts between different affected parties: at paras. 138, 143.

(c) Whether a plan of arrangement is fair and reasonable is determined by taking into account a variety of relevant factors, including the necessity of the arrangement to the corporation's continued existence, the approval, if any, of a majority of shareholders and other security holders entitled to vote, and the proportionality of the impact on affected groups: at paras. 144-154.

Plutonic at para. 19 citing B.C.E.

Under the valid business purpose prong of the fair and reasonable analysis, courts must be satisfied that the burden imposed by the arrangement on securityholders is justified by the interests of the corporation. The proposed plan of arrangement must further the interests of the corporation as an ongoing concern.

Plutonic at para. 19 citing B.C.E. at para. 145

The second prong of the fair and reasonable analysis focuses on whether the objections of those whose rights are being arranged are being resolved in a fair and balanced way. The court must be careful not to cater to the special needs of one particular group but must strive to be fair to all involved in the transaction depending on the circumstances that exist. The overall fairness of any arrangement must be considered as well as fairness to various individual stakeholders.

Plutonic at para. 19 citing B.C.E. at para. 147-148

The following list of non-exhaustive factors has been considered by courts in applying the above principles:

(a) The necessity of the arrangement to the continued operations of the corporation. Necessity is driven by the market conditions that a corporation faces. The degree of necessity of the arrangement has a direct impact on the court's level of scrutiny;

(b) Although not determinative, courts have placed considerable weight on whether a majority of securityholders has voted to approve the arrangement. Voting results offer a key indication of whether those affected by the plan consider it to be fair and reasonable;

(d) The securityholders' position before and after the arrangement;

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(e) Whether the plan has been approved by a special committee of independent directors;
(f) The presence of a fairness opinion from a reputable expert;
(g) The access of shareholders to dissent rights;
(h) The impact on various securityholders’ rights; and
(i) The repute of the directors and advisors who endorse the arrangement and the arrangement’s terms.

Plutonic at para. 19 citing B.C.E. at para. 146, 150, 152

The overall determination of whether an arrangement is fair and reasonable is fact-specific and may require the assessment of different factors in different situations.
Plutonic at para. 19 citing B.C.E. at para. 153
There is no such thing as a perfect arrangement. What is required is a reasonable decision in light of the specific circumstances of each case, not a perfect decision.
Plutonic at para. 19 citing B.C.E. at para. 155
The Arrangement in this case is put forward in good faith and is fair and reasonable. On that basis, the Petitioners ask that the court grant its application for the Interim Order and the Final Order.

MATERIAL TO BE RELIED ON

The Affidavit #1 of Wendy Chan made November 5, 2024; and
Such further materials as counsel for Lode Gold may advise.

Dated: 05/November/2024

Signature of lawyer for the petitioner
Lauren Gnanaslihamany & Sam Macdonald

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To be completed by the court only:

Order made

☐ in the terms requested in paragraph ___ of Part 1 of this petition
☐ with the following variations and additional terms:

Dated: ______/November/2024
Signature of ☐ Judge ☐ Associate Judge

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SCHEDULE "A"

No. ___

Vancouver Registry

IN THE SUPREME COURT OF BRITISH COLUMBIA

IN THE MATTER OF SECTION 288 OF THE BRITISH COLUMBIA BUSINESS CORPORATIONS ACT, S.B.C. 2002, C.57, AS AMENDED

AND

IN THE MATTER OF A PROPOSED ARRANGEMENT INVOLVING LODE GOLD RESOURCES INC., 1475039 B.C. LTD., and GREAT REPUBLIC MINING CORP.

LODE GOLD RESOURCES INC.

PETITIONER

ORDER MADE AFTER APPLICATION (INTERIM ORDER)

BEFORE ASSOCIATE JUDGE 7/NOVEMBER/2024

ON THE APPLICATION of the Petitioner, Lode Gold Resources Inc. ("Lode Gold") for an Interim Order under section 291 of the British Columbia Business Corporations Act, S.B.C. 2002, c. 57, as amended (the "BCBCA") in connection with an arrangement involving Lode Gold, 1475039 B.C. Inc. ("Spin Co"), Great Republic Mining Corp. ("GRM"), the holders (the "Lode Gold Shareholders") of Lode Gold common shares ("the "Lode Gold Shares"), the holders of options to purchase the Lod Gold Shares (the "Lode Gold Optionholders") the holders of warrants to purchase Lode Gold Shares (the "Lode Gold Warrantholders") and with the Lode Gold Optionholders and the Lode Gold Shareholders, the "Lode Gold Securityholders") under section 288 of the BCBCA

☑ without notice coming on for hearing at 800 Smith Street, Vancouver, British Columbia on November 7, 2024 and on hearing Sam Macdonald, counsel for Lode Gold, and upon reading the Petition filed herein and the Affidavit No. 1 of Wendy Chan made November 5, 2024 (the "Affidavit #1") and filed herein;

THIS COURT ORDERS that:

ANNUAL AND SPECIAL MEETING

The Petitioner has advised that court that it intends, in accordance with the Business Corporations Act, RSA 200, c. B-9, to call, hold and conduct an annual and special meeting

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(the "Meeting") of the Lode Gold Securityholders, to be held on December 6, 2024 at 10:00 a.m. (Calgary Time) on December 6, 2024 at 810 150 9th Ave SW, Calgary, Alberta, at which time the Lode Gold Shareholders will be asked to consider, and if deemed advisable, pass with or without variation, among other things, a special resolution (the "Continuance Resolution") authorizing and approving the application of Lode Gold to be continued under the laws of the Province of British Columbia (the "Continuance").

The Petitioner has advised the Court that, subject to the approval of the Continuance Resolution by the Lode Gold Shareholders, Lode Gold may immediately adjourn the Meeting and proceed to file the continuation application with the registrar under the BCBCA to complete the Continuance.

RECONVENED MEETING

After the completion of the Continuance, Lode Gold is authorized and directed to reconvene the Meeting pursuant to the BCBCA (the "Reconvened Meeting") to be held on December 6, 2024 at 10:00 a.m. (Calgary Time) on December 6, 2024 at 810 150 9th Ave SW, Calgary, Alberta, for the Lode Gold Securityholders to, pursuant to sections 186, 288, 289, 290, and 291:

b. to transact such further and other business, including amendments to the foregoing, as may properly be brought before the Reconvened Meeting, or any adjournment or postponement thereof.

The Reconvened Meeting shall be called, held and conducted in accordance with the BCBCA, the notice of annual and special meeting of the Lode Gold Shareholders (the "Notice"), the management information circular, which is attached as Exhibit "A" to Affidavit #1 (the "Information Circular"), the articles of Lode Gold and applicable securities laws, subject to the terms of this Interim Order and any further Order of this Court, as well as the rulings and directions of the Chair of the Reconvened Meeting, such rulings and directions not to be inconsistent with this Interim Order, and to the extent of any inconsistency this Interim Order shall govern or, if not specified in the Interim Order, the Information Circular shall govern.

AMENDMENTS

Lode Gold is authorized to make, in the manner contemplated by and subject to the arrangement agreement between Lode Gold, Spin Co, and GRM dated October 21, 2024 (the "Arrangement Agreement"), such amendments, modifications or supplements to the Arrangement, the Plan of Arrangement, the Arrangement Agreement and the Notice as it may determine without any additional notice to or authorization of the Lode Gold Securityholders or further orders of this Court. The Arrangement, the Plan of Arrangement, the Arrangement Agreement and the Notice as so amended, modified or supplemented, shall be the Arrangement, the Plan of Arrangement, the Arrangement Agreement and the Notice to be submitted to Lode Gold Securityholders at the Reconvened Meeting, as applicable, and the subject of the Arrangement Resolution.

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ADJOURNMENTS AND POSTPONEMENTS

Notwithstanding the provisions of the BCBCA and the articles of Lode Gold, and subject to the terms of the Arrangement Agreement, the board of directors of Lode Gold (the "Lode Gold Board") shall be entitled to adjourn or postpone the Reconvened Meeting by resolution on one or more occasions without the necessity of first convening the Reconvened Meeting or first obtaining any vote of the Lode Gold Securityholders respecting such adjournment or postponement and without the need for approval of this Court. Notice of any such adjournment or postponement shall be given by press release, newspaper advertisement or notice sent to the Lode Gold Securityholders by one of the methods specified in paragraph 10 of this Interim Order, as determined to be the most appropriate method of communication by the Lode Gold Board, subject to the terms of the Arrangement Agreement.
The Record Date (as defined below) shall remain the same despite any adjournments or postponements of the Meeting or the Reconvened Meeting.

RECORD DATE

The record date for determining Lode Gold Securityholders entitled to receive the Notice, the Information Circular (which includes, amongst other things, a copy of the Petition, the Notice of Hearing of Petition for Final Order, and the Interim Order granted), the Plan of Arrangement and the form of proxy for use by the Lode Gold Securityholders and in the case of registered Lode Gold Shareholders, also the letter of transmittal, (collectively, the "Meeting Materials") shall be the close of business on November 5, 2024 (the "Record Date"), as previously approved by the Lode Gold Board and published by Lode Gold.

NOTICE OF SPECIAL MEETING

The Information Circular is hereby deemed to represent sufficient and adequate disclosure, including for the purpose of section 290(1)(a) of the BCBCA, and Lode Gold shall not be required to send to the Lode Gold Securityholders any other or additional statement pursuant to section 290(1)(a) of the BCBCA.
The Meeting Materials, in substantially the same form contained as Exhibits "A" to "D" of Affidavit #1, with such amendments, deletions or additional documents as counsel for Lode Gold may advise are necessary or desirable, and as are not inconsistent with the terms of this Interim Order, shall be sent:

(a) to registered Lode Gold Securityholders as they appear on the securities register(s) of Lode Gold or the records of its registrar and transfer agents as at the close of business on the Record Date, such Meeting Materials to be sent at least twenty-one (21) days prior to the date of the Reconvened Meeting, excluding the date of mailing, delivery or transmittal and the date of the Reconvened Meeting, by one or more of the following methods:

(i) by prepaid ordinary or air-mail addressed to such Lode Gold Securityholder at his, her, or its address as it appears on the applicable securities registers of Lode Gold or its registrar and transfer agent as at the Record Date;

(ii) by delivery in person or by courier to the addresses specified in paragraph 10(a)(i) above; or

(iii) by email or facsimile transmission to any such Lode Gold Securityholder who identifies himself, herself or itself to the satisfaction of Lode Gold (acting through its representatives), who requests such email or facsimile transmission and pays for the transmission fees in accordance with such request.

(b) to non-registered Lode Gold Shareholders (those whose names do not appear in the securities register of Lode Gold), by sending copies of the Meeting Materials to intermediaries and registered nominees to facilitate the distribution of the Meeting Materials to beneficial owners in accordance with the procedures prescribed by National Instrument 54-101 – Communications with Beneficial Owners of Securities of a Reporting Issuer of the Canadian Securities Administrators at least three (3) business days prior to the twenty-first (21st) day prior to the date of the Reconvened Meeting; and

(c) to the directors and auditor of Lode Gold by prepaid ordinary mail or by delivery in person or by recognized courier service or by email or facsimile transmission at least twenty-one (21) days prior to the date of the Reconvened Meeting, excluding the date of mailing, delivery or transmission.

Substantial compliance with the delivery of the Meeting Materials as ordered herein shall constitute good and sufficient notice of the Reconvened Meeting, including compliance with the requirements of section 290(1)(a) of the BCBCA, and Lode Gold shall not be required to send to any Lode Gold Securityholder any other or additional statement pursuant to section 290(1) of the BCBCA.
The sending of the Meeting Materials, which includes the Petition, Notice of Hearing of the Petition and the Interim Order (collectively, the “Court Materials”), in accordance with paragraph 10 of this Order shall constitute good and sufficient service of such Notice of Petition upon all who may wish to appear in these proceedings, and no other service need be made and no other material need to be served on persons in respect of these proceedings except upon written request to the solicitors for Lode Gold at their address for service set out in the Petition. In particular, service of the Petition and any supporting affidavits is dispensed with.
Accidental failure, inadvertence, or omission by Lode Gold to give notice to any one or more Lode Gold Securityholder or any other persons entitled thereto, or the non-receipt of such notice, or any failure, inadvertence, or omission to give such notice as a result of events beyond the reasonable control of Lode Gold (including, without limitation, any inability to use postal services) shall not constitute a breach of this Interim Order or a defect in the calling of the Reconvened Meeting and shall not invalidate any resolution passed or proceeding taken at the Reconvened Meeting, but if any such failure or omission is brought to the attention of Lode Gold, then it shall use commercially reasonable efforts to rectify it by the method and in the time most reasonably practicable in the circumstances.
Lode Gold shall be at liberty to give notice of this application to persons outside the jurisdiction of this Court in the manner specified herein.
Provided that notice of the Reconvened Meeting is given and the Meeting Materials are provided to the Lode Gold Securityholders, and any other persons entitled thereto in

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compliance with this Interim Order, the requirement of section 290(1)(b) of the BCBCA to include certain disclosure in any advertisement of the Reconvened Meeting is waived.

DEEMED RECEIPT OF NOTICE

The Court Materials, Meeting Materials and any amendments, modifications, updates or supplements to the Meeting Materials and any notice of adjournment or postponement of the Reconvened Meeting, shall be deemed to have been received, for the purposes of this Interim Order:

(a) In the case of mailing pursuant to paragraph 10(a)(i) above, the day, Saturdays, Sundays and holidays excepted, following the date of mailing;
(b) In the case of delivery in person pursuant to paragraph 10(a)(ii) above, the day following personal delivery or, in the case of delivery by courier, one (1) business day after receipt by the courier;
(c) in the case of transmission by email or facsimile pursuant to paragraph 10(a)(iii) above, upon the transmission thereof;
(d) in the case of advertisement, at the time of publication of the advertisement;
(e) in the case of electronic filing on SEDAR+, upon the transmission thereof; and
(f) in the case of beneficial Lode Gold Shareholders, three (3) days after delivery thereof to intermediaries and registered nominees.

UPDATING MEETING MATERIALS

Notice of any amendments, modifications, updates or supplements to any of the information provided in the Meeting Materials may be communicated, at any time prior to the Meeting or the Reconvened Meeting, to the Lode Gold Securityholders or any other persons entitled thereto, by press release, news release, newspaper advertisement or by notice sent to the Lode Gold Securityholders by any of the means set forth in paragraph 10, as determined to be the most appropriate method of communication by the Lode Gold Board, subject to the terms of the Arrangement Agreement.

PERMITTED ATTENDEES

The only persons entitled to attend the Reconvened Meeting shall be:

(a) the registered Lode Gold Securityholders as at 4 p.m. (Vancouver time) on the Record Date, or their respective proxyholders;
(b) directors, officers, auditors and advisors of Lode Gold;
(c) directors, officers, auditors and advisors of Spin Co;
(d) directors, officers, auditors and advisors of GRM;
(e) other persons with the prior permission of the Chair of the Reconvened Meeting;

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SOLICITATION OF PROXIES

Lode Gold is authorized to use the form of proxy or voting instruction form (as applicable) and letter of transmittal (as applicable) in connection with the Reconvened Meeting in substantially the same form as is attached as Exhibits "C" and "D" to Affidavit #1, subject to Lode Gold's ability to insert dates and other relevant information in the final form thereof and to make other non-substantive changes and changes legal counsel advise are necessary or appropriate. Lode Gold is authorized, at its expense, to solicit proxies directly and through its officers, directors and employees, and through such agents or representatives as it may retain for that purpose and by mail, telephone or such other form of personal or electronic communication as it may determine.
The procedures for the use of proxies at the Meeting and the Reconvened Meeting and revocation of proxies shall be as set out in the Notice and the Information Circular.
Subject to the terms of the Arrangement Agreement, Lode Gold may in its discretion generally waive the time limits for the deposit of proxies by Lode Gold Securityholders if Lode Gold deems it advisable to do so, such waiver to be endorsed on the proxy by the initials of the Chair of the Reconvened Meeting.

QUORUM AND VOTING

A quorum at the Reconvened Meeting shall be at least one person who, or who represents by proxy, one or more Lode Gold Shareholders, who in aggregate, holds at least 10% of the Lode Gold Shares entitled to be voted at the Meeting or the Reconvened Meeting.
At the Reconvened Meeting, and in respect of the Arrangement Resolution:

The vote required to pass the Arrangement Resolution shall be:

a. the affirmative vote of at least 66½% of the votes cast by the Lode Gold Shareholders present in person or represented by proxy and entitled to vote at the Reconvened Meeting; and

b. the affirmative vote of at least 66½% of the votes cast by the Lode Gold Securityholders voting together as a single class, present in person or represented by proxy at the Reconvened Meeting.

SCRUTINEER

The scrutineer for the Reconvened Meeting shall be Odyssey Trust Company (acting through its representatives for that purpose).

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SHAREHOLDER DISSENT RIGHTS

Each registered Lode Gold Shareholder is granted rights to dissent (the "Dissent Rights") in respect of the Arrangement Resolution in accordance with s. 191 of the ABCA as modified by the Plan of Arrangement, this Interim Order and the Final Order, including that:

(a) a registered Lode Gold Shareholder intending to exercise the Dissent Rights (a "Dissenting Shareholder") must give a written notice of dissent (a "Notice of Dissent") to Lode Gold c/o DuMoulin Black LLP, Attn: Lauren DeGoey, 1111 West Hastings Street, 15th Floor, Vancouver BC, or [email protected], to be received by Lode Gold no later than 5:00 p.m. (Vancouver time) on December 4, 2024, or if the Reconvened Meeting is adjourned or postponed, the date that is at least two days prior to the date of the Reconvened Meeting, notwithstanding subsection 191(5) of the ABCA;

(b) a Notice of Dissent must specify the name and address of the registered Lode Gold Shareholder, the number of Lode Gold Shares in respect of which the Notice of Dissent is being given (the "Notice Shares") and whichever of the following is applicable:

(iii) if the Dissent Rights are being exercised by a registered Lode Gold Shareholder on behalf of another person who is the beneficial owner of the Notice Shares (the "Dissenting Owner"), a statement to that effect and the name and address of the Dissenting Owner and a statement that the registered Lode Gold Shareholder is dissenting with respect to all Lode gold Shares of the Dissenting Owner that are registered in such registered Lode Gold Shareholder's name.

(d) A Lode Gold Shareholder may only exercise Dissent Rights in respect of all, and not less than all, of its Lode Gold Shares.

(e) A registered Lode Gold Shareholder must not vote in favour of the Arrangement Resolution any Lode Gold Shares registered in its name in respect of which the Lode Gold Shareholder has given a Dissent Notice. A vote against the Arrangement Resolution or a withholding of votes does not constitute a written objection.

(f) Prior to the Arrangement becoming effective, Lode Gold may rescind the Arrangement Resolution or the Dissenting Shareholder may withdraw his, her, or its dissent.

(g) A Dissenting Shareholder shall, concurrently with the steps contemplated in Section 3.1 of the Plan of Arrangement, cease to have any rights as a Lode Gold Shareholder and shall only be entitled to be paid by Lode Gold the fair value of such holder's Lode Gold Shares net of all withholding or other taxes required to be withheld by Lode Gold, Spin Co, GRM, or the Depositary in accordance with Section 5.7 of the Plan of Arrangement;

(h) A Dissenting Shareholder who is entitled to be paid by Lode Gold the fair value of such holder's Lode Gold Shares shall, pursuant to Section 3.1(a) of the Plan of Arrangement, be deemed to have transferred such holder's Lode Gold Shares (free and clear of any Encumbrances) to Lode Gold for cancellation without any further act or formality at the effective time of Section 3.1(c) of the Plan of Arrangement, notwithstanding the provisions of section 191 of the ABCA;

(i) The fair value of the Lode Gold Shares held by a Dissenting Shareholder shall be determined as of the close of business on the last business day on which the Arrangement Resolution is approved by the Lode Gold Shareholders at the Reconvened Meeting. Lode Gold, or its successor, and the Dissenting Shareholder will comply with the process set out in sections 191(6) to 191(10) of the ABCA to determine the fair value of said Dissenting Shareholder's Dissenting Shares.

(j) A Dissenting Shareholder who for any reason is not ultimately entitled to be paid the fair value of such holder's Lode Gold Shares shall be deemed to have participated in the Arrangement, commencing as of the Effective Time, on the same basis as a non-dissenting holder of Lode Gold Shares, notwithstanding the provisions of section 191 of the ABCA, and such Dissenting Shareholder shall be entitled to receive only the consideration contemplated in the Plan of Arrangement that such holder would have received pursuant to the Arrangement;

(k) In no event shall Lode Gold, Spin Co, GRM, or any other person be required to recognize any Dissenting Shareholder as a Lode Gold Shareholder after the Effective Time of the transfer of Lode Gold Shares to Lode Gold pursuant to Section 3.1(a) of the Plan of Arrangement, and the names of such holders shall be removed from the register of holders of Lode Gold Shares maintained by or on behalf of Lode Gold as at the Effective Time.

Notice to the Lode Gold Shareholders of their Dissent Rights with respect to the Arrangement Resolution will be given by including information with respect to the Dissent Rights in the Information Circular to be sent to the Lode Gold Shareholders with respect to the Arrangement.
Subject to further order of this Court, the rights available to the Lode Gold Shareholders under the ABCA and the Plan of Arrangement, as set out in the Information Circular and this Interim Order, to dissent from the Arrangement will constitute full and sufficient Dissent Rights for the Lode Gold Shareholders with respect to the Arrangement.

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APPLICATION FOR FINAL ORDER

Upon the approval by the Lode Gold Securityholders of the Arrangement Resolution, in the manner set forth in this Interim Order, Lode Gold may apply to this Court (the "Application") for an Order:

(collectively the "Final Order"),

and the hearing of the Application will be held on December 12, 2024 at 9:45 a.m. before the presiding Judge in Chambers at 800 Smithe Street, Vancouver, British Columbia or as soon thereafter as the Application can be heard or at such other date and time as this Court may direct.

The form of Notice of final hearing attached as Exhibit "B" to Affidavit #1 is hereby approved as the form of notice for the hearing of the application for the Final Order.
The Petitioner has advised the court that:

a. section 3(a)(10) of the United States Securities Act of 1933 (the "1933 Act"), as amended, provides an exemption from registration for the securities issued in exchange for one or more bona fide outstanding securities, claims or property interests pursuant to an arrangement where the terms and conditions of such issuance and exchange are approved by any court (including this Court), after a hearing on the fairness of such terms and conditions at which all person to whom it is proposed to issue securities in such exchange have the right to appear and receive timely notice thereof;
b. the Petitioner, GRM and Spin Co Intend rely upon section 3(a)(10) of the 1933 Act, based on this Court's determination that the Arrangement, including the terms and conditions hereof and the proposed issuance and exchanges of securities contemplated therein, is substantively and procedurally fair to Lode Gold Securityholders and in accordance with the Plan of Arrangement, for the issuance of the new Lode Gold common shares (the "New Lode Gold Shares"), the Spin Co common shares (the "Spin Co Shares"), and the GRM common shares (the "GRM Shares") to be distributed and exchanged under the Arrangement to Lode Gold Shareholders who are resident in the United States without registration under the 1933 Act; and
c. should the Court make the Final Order approving the Arrangement, the issuance of the New Lode Gold Shares, the Spin Co Shares and the GRM to be distributed and exchanged under the Arrangement will be exempt from registration under the 1933 Act pursuant to section 3(a)(10) thereof.

Any Lode Gold Securityholder may appear and make submissions at the application for the Final Order provided that such person shall:

13311705.1

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(b) deliver the filed Response to Petition together with a copy of any evidence or material which is to be presented to the Court at the hearing of the Application, to Lode Gold’s counsel at:

WT BCA LLP
2400 - 200 Granville St.
Vancouver, BC V6C 1S4
Attention: Lauren Gnanasihamany & Nicole Chang

by or before 4:00 p.m. (Vancouver time) on December 10, 2024.

If the application for the Final Order is adjourned, only those persons who have filed and delivered a Response to Petition in accordance with this Interim Order need to be served and provided with notice of the adjourned date.
In the event that the hearing of the Application is adjourned, then only those persons who filed and delivered a Response to Petition in accordance with paragraph 32, need be provided with notice of the adjourned hearing date.
Subject to other provisions in this Interim Order, no material other than that contained in the Information Circular need be served on any persons in respect of these proceedings and, in particular, service of the Petition herein and the accompanying Affidavit and additional Affidavits as may be filed is dispensed with.

VARIANCE

Lode Gold shall be entitled, at any time, to apply to vary this Interim Order.
Rules 8-1 and 16-1(8) – (12) will not apply to any further applications in respect of this proceeding, including the application for the Final Order and any application to vary this Interim Order.
Lode Gold shall, and hereby does, have liberty to apply for such further orders as may be appropriate.

13311705.1

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To the extent of any inconsistency or discrepancy between this Interim Order and the Information Circular, the BCBCA, applicable Securities Laws or the articles of Lode Gold, this Interim Order will govern.

THE FOLLOWING PARTIES APPROVE THE FORM OF THIS ORDER AND CONSENT TO EACH OF THE ORDERS, IF ANY, THAT ARE INDICATED ABOVE AS BEING BY CONSENT:

Signature of Lawyer for the Petitioner,
Lode Gold Resources Inc.
Lawyer: Sam Macdonald

BY THE COURT

Registrar

13311705.1

SCHEDULE “F” – DISSENT RIGHTS

SECTION 191(1) OF THE BUSINESS CORPORATIONS ACT (ALBERTA)

Shareholder’s right to dissent

191(1) Subject to sections 192 and 242, a holder of shares of any class of a corporation may dissent if the corporation resolves to

(a) amend its articles under section 173 or 174 to add, change or remove any provisions restricting or constraining the issue or transfer of shares of that class,

(b) amend its articles under section 173 to add, change or remove any restrictions on the business or businesses that the corporation may carry on,

(b.1) amend its articles under section 173 to add or remove an express statement establishing the unlimited liability of shareholders as set out in section 15.2(1),

(d) be continued under the laws of another jurisdiction under section 189, or

(e) sell, lease or exchange all or substantially all its property under section 190.

(2) A holder of shares of any class or series of shares entitled to vote under section 176, other than section 176(1)(a), may dissent if the corporation resolves to amend its articles in a manner described in that section.

(3) In addition to any other right the shareholder may have, but subject to subsection (20), a shareholder entitled to dissent under this section and who complies with this section is entitled to be paid by the corporation the fair value of the shares held by the shareholder in respect of which the shareholder dissents, determined as of the close of business on the last Business Day before the day on which the resolution from which the shareholder dissents was adopted.

(4) A dissenting shareholder may only claim under this section with respect to all the shares of a class held by the shareholder or on behalf of any one beneficial owner and registered in the name of the dissenting shareholder.

(5) A dissenting shareholder shall send to the corporation a written objection to a resolution referred to in subsection (1) or (2)

(a) at or before any meeting of shareholders at which the resolution is to be voted on, or

(b) if the corporation did not send notice to the shareholder of the purpose of the meeting or of the shareholder’s right to dissent, within a reasonable time after the shareholder learns that the resolution was adopted and of the shareholder’s right to dissent.

(6) An application may be made to the Court after the adoption of a resolution referred to in subsection (1) or (2),

(a) by the corporation, or

(b) by a shareholder if the shareholder has sent an objection to the corporation under subsection (5),

to fix the fair value in accordance with subsection (3) of the shares of a shareholder who dissents under this section, or to fix the time at which a shareholder of an unlimited liability corporation who dissents under this section ceases to become liable for any new liability, act or default of the unlimited liability corporation.

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(7) If an application is made under subsection (6), the corporation shall, unless the Court otherwise orders, send to each dissenting shareholder a written offer to pay the shareholder an amount considered by the directors to be the fair value of the shares.

(8) Unless the Court otherwise orders, an offer referred to in subsection (7) shall be sent to each dissenting shareholder

(a) at least 10 days before the date on which the application is returnable, if the corporation is the applicant, or
(b) within 10 days after the corporation is served with a copy of the application, if a shareholder is the applicant.

(9) Every offer made under subsection (7) shall

(a) be made on the same terms, and
(b) contain or be accompanied with a statement showing how the fair value was determined.

(10) A dissenting shareholder may make an agreement with the corporation for the purchase of the shareholder's shares by the corporation, in the amount of the corporation's offer under subsection (7) or otherwise, at any time before the Court pronounces an order fixing the fair value of the shares.

(11) A dissenting shareholder

(a) is not required to give security for costs in respect of an application under subsection (6), and
(b) except in special circumstances must not be required to pay the costs of the application or appraisal.

(12) In connection with an application under subsection (6), the Court may give directions for

(a) joining as parties all dissenting shareholders whose shares have not been purchased by the corporation and for the representation of dissenting shareholders who, in the opinion of the Court, are in need of representation,
(b) the trial of issues and interlocutory matters, including pleadings and questioning under Part 5 of the Alberta Rules of Court,
(c) the payment to the shareholder of all or part of the sum offered by the corporation for the shares,
(d) the deposit of the share certificates with the Court or with the corporation or its transfer agent,
(e) the appointment and payment of independent appraisers, and the procedures to be followed by them,
(f) the service of documents, and
(g) the burden of proof on the parties.

(13) On an application under subsection (6), the Court shall make an order

(a) fixing the fair value of the shares in accordance with subsection (3) of all dissenting shareholders who are parties to the application,

(b) giving judgment in that amount against the corporation and in favour of each of those dissenting shareholders,

(d) fixing the time at which a dissenting shareholder of an unlimited liability corporation ceases to become liable for any new liability, act or default of the unlimited liability corporation.

(14) On

(a) the action approved by the resolution from which the shareholder dissents becoming effective,

(b) the making of an agreement under subsection (10) between the corporation and the dissenting shareholder as to the payment to be made by the corporation for the shareholder's shares, whether by the acceptance of the corporation's offer under subsection (7) or otherwise, or

whichever first occurs, the shareholder ceases to have any rights as a shareholder other than the right to be paid the fair value of the shareholder's shares in the amount agreed to between the corporation and the shareholder or in the amount of the judgment, as the case may be.

(15) Subsection (14)(a) does not apply to a shareholder referred to in subsection (5)(b).

(16) Until one of the events mentioned in subsection (14) occurs,

(a) the shareholder may withdraw the shareholder's dissent, or

(b) the corporation may rescind the resolution,

and in either event proceedings under this section shall be discontinued.

(17) The Court may in its discretion allow a reasonable rate of interest on the amount payable to each dissenting shareholder, from the date on which the shareholder ceases to have any rights as a shareholder by reason of subsection (14) until the date of payment.

(18) If subsection (20) applies, the corporation shall, within 10 days after

(a) the pronouncement of an order under subsection (13), or

(b) the making of an agreement between the shareholder and the corporation as to the payment to be made for the shareholder's shares,

notify each dissenting shareholder that it is unable lawfully to pay dissenting shareholders for their shares.

(19) Notwithstanding that a judgment has been given in favour of a dissenting shareholder under subsection (13)(b), if subsection (20) applies, the dissenting shareholder, by written notice delivered to the corporation within 30 days after receiving the notice under subsection (18), may withdraw the shareholder's notice of objection, in which case the corporation is deemed to consent to the withdrawal and the shareholder is reinstated to the shareholder's full rights as a shareholder, failing which the shareholder retains a status as a claimant against the corporation, to be paid as soon as the corporation is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of the corporation but in priority to its shareholders.

(20) A corporation shall not make a payment to a dissenting shareholder under this section if there are reasonable grounds for believing that

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(a) the corporation is or would after the payment be unable to pay its liabilities as they become due, or
(b) the realizable value of the corporation's assets would by reason of the payment be less than the aggregate of its liabilities.

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SCHEDULE “G”
INFORMATION CONCERNING SPIN CO

The following information is presented on a pre-Arrangement basis and reflects the business, financial and share capital position of Spin Co as at the date of the Circular. See "Cautionary Note Regarding Forward-Looking Statements and Risks" in the Circular in respect of forward-looking statements that are included in this Schedule "G".

All capitalized terms used in this Schedule "G" and not defined herein have the meaning ascribed to such terms in the "Glossary of Terms" or elsewhere in the Circular. The information contained in this Schedule "G", unless otherwise indicated, is given as of the date of the Circular. Unless otherwise indicated herein, references to "$" are to Canadian dollars and references to "US$" are to United States dollars.

International Financial Reporting Standards

Financial information in this Schedule "G" is presented in accordance with the IFRS as issued by the International Accounting Standards Board.

Corporate Structure

Name and Incorporation

Spin Co was incorporated on April 9, 2024 under the laws of the Province of British Columbia.

Spin Co's head office and registered and records office is located at 1111 West Hastings Street, 15th Floor, Vancouver, BC, V6E 2J3.

Intercorporate Relationships

Spin Co holds 50% of the issued and outstanding voting securities of Acadian, with the remaining 50% being held by Fancamp. Acadian is incorporated under the laws of the Province of British Columbia. The figure below shows the ownership structure of Spin Co and Acadian.

Notes: (1) As of the closing date of the Investment Agreement, Lode Gold and Fancamp held 80.1% and 19.9% of the issued and outstanding Spin Co Shares, respectively. On October 23, 2024, Spin Co issued an aggregate of 57,142 Spin Co Shares to the optionors under one of the McIntyre Brook Option Agreements, representing 0.21% of the issued and outstanding Spin Co Shares.

G - 1

General Development of the Business

Summary

Spin Co is an operating subsidiary owned by Lode Gold and Fancamp, which is in the business of mineral exploration and evaluation. On October 9, 2024, Lode Gold transferred 100% of its interests in the Yukon Properties to Spin Co and transferred 100% of its interests in the McIntyre Brook Property, including the assignment of the McIntyre Brook Option Agreements, to Acadian. On October 9, 2024, Fancamp transferred 100% of its interests in the Riley Brook Properties to Acadian. Spin Co will continue to advance the Yukon Properties and, through Acadian, the New Brunswick Properties.

Spin Co is not currently a reporting issuer in any jurisdiction and the Spin Co Shares are not listed on any stock exchange. If the Arrangement is completed, Lode Gold Shareholders will receive 0.5739 Spin Co Share for each Lode Gold Share held, any issued and outstanding Spin Co Shares will subsequently be exchanged for GRM Shares at the Exchange Ratio, and Spin Co will become an operating subsidiary of GRM and Fancamp.

In connection with the Arrangement, Spin Co also intends to carry out one or more private placement equity financings for gross proceeds of at least $1,500,000. If Spin Co fails to raise in part or whole the aggregate of $1,500,000 pursuant to the Spin Co Private Placement or complete the Arrangement by the Outside Date, Spin Co shall make certain penalty payments to Fancamp in cash and/or common shares of Acadian. For further details see the Circular under the heading "Particulars of Other Matters to be Acted Upon – The Arrangement – Background to the Arrangement – Investment Agreement".

History

Spin Co was incorporated under the BCBCA on April 9, 2024 as a wholly-owned subsidiary of Lode Gold. On August 26, 2024, Spin Co, Lode Gold and Fancamp entered into the Fancamp Investment Agreement. On October 9, 2024, Spin Co and Fancamp closed the Fancamp Investment Agreement whereby, among other things:

Fancamp invested $2,500,000 into Spin Co in exchange for 19.9% of the issued and outstanding shares of Spin Co;
Fancamp and Spin Co incorporated Acadian, with Spin Co and Fancamp each holding 50% of the issued and outstanding shares of Acadian;
Lode Gold transferred its Golden Culvert Properties and assigned its interest in and to the WIN Property to Spin Co;
Lode Gold assigned its interest in and to the McIntyre Brook Properties to Acadian;
Fancamp transferred its Riley Brook property to Acadian;
Fancamp and Spin Co entered into a shareholders' agreement with respect to Acadian (the "Shareholders' Agreement") that provides that Fancamp shall be the operator of the properties held by Acadian; and
Spin Co appointed Rajesh Sharma, a nominee of Fancamp, to its board of directors.

For a summary of the terms of the Shareholders' Agreement, see "Material Contracts – Shareholders' Agreement" in this Schedule "G".

On October 21, 2024, Spin Co, GRM and Lode Gold entered into the Arrangement Agreement.

Specialized Skill and Knowledge

The nature of Spin Co's business requires specialized skills and knowledge. Such skills and knowledge include the areas of permitting, geology, implementation of exploration programs, operations, treasury and accounting. As an operating subsidiary, Spin Co relies on Lode Gold to locate and retain employees and consultants with such skills and knowledge.

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G - 3

Competitive Conditions

As a mineral resource company, Spin Co may compete with other entities in the mineral resource business in various aspects of the business including: (a) seeking out and acquiring mineral exploration properties; (b) obtaining the resources necessary to identify and evaluate mineral properties and to conduct exploration activities on such properties; and (c) raising the capital necessary to fund its operations. The mining industry is intensely competitive in all its phases, and Spin Co may compete with other companies that have greater financial resources and technical facilities. Competition could adversely affect Spin Co's ability to acquire suitable properties or prospects in the future or to raise the capital necessary to continue with operations.

Cycles

The mining business is subject to mineral price cycles. The marketability of minerals is also affected by global economic cycles.

Economic Dependence

Spin Co's business is not substantially dependent on any contract such as a contract to sell the major party of its products or services or to purchase the major part of its requirements for goods, services or its raw materials, or any franchise or license or other agreement to use a patent, formula, trade secret, process or trade name upon which its business depends.

Environmental Conditions

Spin Co currently conducts exploration activities. Such activities are subject to various laws, rules and regulations governing the protection of the environment. Corporate obligations to protect the environment under the various regulatory regimes in which Spin Co operates may affect the financial position, operational performance and earnings of Spin Co. Management believes all of Spin Co's activities are materially in compliance with applicable environmental legislation.

Employees

As at the date of this Circular, Spin Co has no direct employees.

Social or Environmental Policies

Spin Co has not adopted formal social or environmental policies. Spin Co is subject to the laws and regulations relating to environmental matters in all jurisdictions in which it operates, including provisions relating to property reclamation, discharge of hazardous materials and other matters. Spin Co may also be held liable should environmental problems be discovered that were caused by former owners and operators of its properties and properties in which it has previously had an interest. Spin Co conducts its mineral exploration activities in compliance with applicable environmental protection legislation.

Mineral Properties

Spin Co's material properties are the Yukon Properties and, through its interests in Acadian, the New Brunswick Properties.

Yukon Properties

On October 9, 2024, Lode Gold transferred 100% of its interests in the Yukon Properties to Spin Co pursuant to the Investment Agreement, including the assignment of the WIN Option Agreement.

On December 7, 2023, Lode Gold completed all commitments pursuant to an option to purchase agreement with South Shore Partnership Inc. ("Southshore") and exercised its option to acquire a 100% undivided interest in all the mining claims included in the Golden Culvert Properties claim block. Southshore retains a 0.5% NSR royalty on the production of smeltable materials from the Golden Culvert Properties block. Spin Co has the undivided right to buy back this royalty for $1,000,000. The Golden Culvert Properties block is also subject to a 2.0% NSR royalty payable to Gary Lee and Robert Scott, pursuant to an underlying agreement with Southshore that was assigned to Lode Gold and subsequently assigned to Spin Co. Southshore retains a 0.4% NSR royalty on the production of smeltable materials from the Rubus, Little Hyland North and Little Hyland South sub-blocks. Spin Co has the undivided right to buy back this royalty for $1,000,000. These sub-blocks are subject to a 2.1% NSR royalty payable to Gary Lee, Robert Scott and Ron Stack, pursuant to an underlying agreement with Southshore that was assigned to Lode Gold and subsequently assigned to Spin Co.

Pursuant to the WIN Option Agreement, Lode Gold has earned a 50% interest in the WIN block by paying $67,000 cash, issuing 117,300 common shares and completing $35,000 of exploration work. Following the assignment of the WIN Option Agreement to Spin Co on October 9, 2024, Spin Co may earn an additional 50% interest by paying Alex McMillan $26,800 cash on or before January 7, 2025, and $40,200 on before January 7, 2026. Upon Spin Co acquiring a 100% interest, the WIN block will be subject to 2.0% NSR royalty on the production of smeltable materials payable to Mr. McMillan. Spin Co will have the undivided right buy back three quarters (i.e., 1.5%) of the royalty in increments of $500,000 per 0.5% for a total of $1,500,000 cash.

Please refer to Appendix "1" to this Schedule "G" for more information on the Yukon Properties.

New Brunswick Properties

On October 9, 2024, Lode Gold transferred 100% of its interests in the McIntyre Brook Property, including the assignment of the McIntyre Brook Option Agreements, to Acadian pursuant to the Investment Agreement.

Notwithstanding Acadian being assigned the McIntyre Brook Option Agreements, pursuant to the terms of the Investment Agreement: (i) Spin Co agreed to assume all share issuance obligations pursuant to the McIntyre Brook Options Agreements that are permitted to be satisfied in shares and agrees to satisfy such obligations in cash or Spin Co Shares; and (ii) it was agreed that Acadian would assume all cash option payment obligations that are not permitted to be satisfied in shares.

On October 9, 2024, Fancamp transferred 100% of its interests in the Riley Brook Property to Acadian pursuant to the Investment Agreement.

Please refer to Appendix "2" to this Schedule "G" for more information on the McIntyre Brook Property and Appendix "3" to this Schedule "G" for more information on the Riley Brook Property.

Consolidated Financial Information and Management's Discussion and Analysis

The following financial statements are incorporated and included in this Circular:

attached as Appendix "4" to this Schedule "G" are audited financial statements of Spin Co for the period from Spin Co's incorporation to September 30, 2024, comprised of the statements of financial position, income and comprehensive income, cash flows, changes in equity and notes thereon, as well as the auditor's report thereon and the corresponding management's discussion and analysis;
attached as Appendix "5" to this Schedule "G" are the audited carve-out financial statements of the Yukon Properties and McIntyre Brook Property for the years ended December 31, 2024 and 2023, comprised of carve-out statements of financial position, operations and comprehensive loss, cash flows, changes in owner's net investment, and notes thereon, as well as the auditor's report thereon and the corresponding management's discussion and analysis; and
attached as Appendix "6" to this Schedule "G" are unaudited interim financial statements of the Yukon Properties and McIntyre Brook Property for the nine months ended September 30, 2024, as well as the corresponding MD&A, (collectively, the "Spin Out Financial Statements").

The Spin Out Financial Statements were prepared in accordance with IFRS.

Description of Securities

The authorized share capital of Spin Co consists of an unlimited number of common shares without par value. As of the date of this Circular, 27,308,892 Spin Co Shares were issued and outstanding as fully paid and non-assessable shares.

Spin Co Shares

The holders of the Spin Co Shares are entitled to receive notice of and to attend and vote at all meetings of the shareholders of Spin Co and each Spin Co Share confers the right to one vote in person or by proxy at all meetings of the shareholders of Spin Co. The holders of the Spin Co Shares, subject to the prior rights, if any, of any other class of shares of the Issuer, are entitled to receive such dividends in any financial year as the Spin Co Board may by resolution determine. In the event of the

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liquidation, dissolution or winding-up of the Issuer, whether voluntary or involuntary, the holders of the Spin Co Shares are entitled to receive, subject to the prior rights, if any, of the holders of any other class of shares of the Issuer, the remaining property and assets of the Issuer. The Spin Co Shares do not have pre-emptive rights, conversion rights or exchange rights and are not subject to redemption, retraction, purchase for cancellation or surrender provisions. There are no sinking or purchase fund provisions, no provisions permitting or restricting the issuance of additional securities or any other material restrictions, and there are no provisions which are capable of requiring a security holder to contribute additional capital. For a description of Spin Co's dividend policy, see "Dividends and Capital Distributions".

Consolidated Capitalization

There have been no material changes in the share and loan capital of Spin Co since September 30, 2024, the date of Spin Co's most recently annual financial statements, other than as described herein.

On October 9, 2024, Spin Co issued 5,423,078 Spin Co Shares to Fancamp in connection with the closing of certain transactions under the Investment Agreement.

On October 23, 2024, Spin Co issued an aggregate of 57,142 Spin Co Shares to the optionors under one of the McIntyre Brook Option Agreements.

For information concerning the consolidated capitalization of Spin Co following the completion of the Arrangement, please see Schedule "I" – Information Concerning the Resulting Issuer.

Prior Sales

The information regarding any securities of Spin Co purchased or sold by Spin Co during the 12 months prior to the date of this Circular, excluding securities purchased or sold pursuant to the exercise of employee stock options, warrants and conversion rights, is set out below:

Date	Type of Security	Number	Price per Security/Exercise Price
April 9, 2024	Spin Co Shares	100	$0.01
October 9, 2024	Spin Co Shares	4,632,058	$0.476
October 9, 2024	Spin Co Shares	1,061,020	$0.917306
October 9, 2024	Spin Co Shares	21,828,672	$0.35
October 23, 2024	Spin Co Shares	57,142	$0.35

Price Range and Trading Volume

The Spin Co Shares are not listed for trading on any stock exchange.

Escrowed Securities and Securities Subject to Contractual Restrictions on Transfer

To the knowledge of Spin Co, as at the date of this Circular, there are no securities of Spin Co held in escrow or subject to a contractual restriction on transfer.

Principal Shareholders

To the knowledge of Spin Co, as at the date of this Circular, there are no persons that beneficially own, directly or indirectly, or exercise control or direction over, Spin Co Shares carrying more than 10% of all voting rights other than as follows:

Name	Number and Class	Percentage of Class
Lode Gold Resources Inc.	21,828,772 common shares	80.0%
Fancamp Exploration Ltd.	5,423,078 common shares	19.9%

Directors and Officers

The names of the directors and officers of Spin Co, the positions held by them with Spin Co and the designation and number of Spin Co Shares and percentage beneficially owned, directly or indirectly, or over which control or direction is exercised, as of this Circular, by each of them and, where known after reasonable inquiry, by their respective associates or affiliates (each as defined under applicable securities laws), are as follows:

Name, Residence and Present Positions Held	Principal Occupation for Last 5 Years	Date of Appointment	Number of Spin Co Shares Beneficially Owned, Controlled, or Directed
Wendy T. Chan
British Columbia Director	CEO and director of Lode Gold Resources Inc.	June 25, 2024	Nil
Winfield Ding
British Columbia Director	CFO of Lode Gold Resources Inc.	June 25, 2024	Nil
Rajesh Sharma
Quebec Director	President, CEO and a director of Fancamp Exploration Ltd.	October 23, 2024	Nil
Hashim Ahmed
Toronto Director	CFO Mandalay Resources Corp
CFO Nova Royalty Corp
CFO Jaguar Mining Inc	October 23, 2024	Nil
Ron Tomlinson
Quebec Director	Chief Executive Officer of R.W. Tomlinson Limited	October 23, 2024	Nil
Chad Tappendorf
New York Director	Managing Director, Coast Capital Management	October 23, 2024	Nil
Jonathon Hill
Brazil Director	Expert Advisor, Management Committee of Jaguar Mining Corp.	October 23, 2024	Nil

Cease Trade Orders, Bankruptcies, Penalties, or Sanctions

To the knowledge of management of Spin Co, except as stated below, none of the proposed directors of Spin Co is, as at the date hereof, or has been, within the previous 10 years, a director, chief executive officer or chief financial officer of any company (including Spin Co) that, (i) was subject to an order that was issued while the proposed director was acting in the

capacity as director, chief executive officer or chief financial officer, or (ii) was subject to an order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

Mr. Rajesh Sharma was a director and the President and Chief Executive Officer of Fancamp while a management cease trader order ("MCTO") was issued by the British Columbia Securities Commission (the "BCSC") on August 29, 2023 pursuant to National Policy 12-203 - Management Cease Trade Orders in connection with the late filing of Fancamp's annual audited financial statements and related Management's Discussion and Analysis for the year ended April 30, 2023 (collectively, the "Annual Documents"). The MCTO prohibited the Chief Executive Officer and the Chief Financial Officer of Fancamp from trading in securities of Fancamp until the required Annual Documents as well as its Interim Documents (as defined below) were complete and filed and the MCTO was revoked. Due to the delay in filing the Annual Documents, Fancamp was delayed in filing its interim financial statements and related Management's Discussion and Analyses for the three months ended July 31, 2023 (collectively, the "Interim Documents"). The Annual Documents and Interim Documents were filed by Fancamp on October 24, 2023 and the MCTO was revoked by the BCSC on October 25, 2023.

To the knowledge of management of Spin Co, no director of Spin Co has, within the 10 years before the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or became subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold such person's assets.

To the knowledge of management of Spin Co, no director of Spin Co has: (i) been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, other than penalties for late filing of insider reports; or (ii) been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable Shareholder in deciding whether to vote for a proposed director.

Executive Compensation

The following information regarding executive compensation is presented in accordance with National Instrument Form 51-102F6V – Statement of Executive Compensation and sets forth compensation for each of the NEOs and directors of Spin Co.

For the purpose of this Schedule "G":

"CEO" means an individual who acted as chief executive officer of Spin Co, or acted in a similar capacity, for any part of the most recently completed financial year;

"CFO" means an individual who acted as chief financial officer of Spin Co, or acted in a similar capacity, for any part of the most recently completed financial year;

"director" means an individual who acted as a director of Spin Co, or acted in a similar capacity, for any part of the most recently completed financial year;

"NEO" or "named executive officer" means each of the following individuals:

(a) a CEO;
(b) a CFO;
(c) each of the three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000, as determined in accordance with subsection 1.3(6) of National Instrument 51-102 Continuous Disclosure Obligations, for that financial year; and
(d) each individual who would be a NEO under paragraph (c) but for the fact that the individual was neither an executive officer of Spin Co, nor acting in a similar capacity, at the end of that financial year.

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"option-based award" means an award under an equity incentive plan of options, including, for greater certainty, share options, share appreciation rights, and similar instruments that have option-like features.

Director and NEO Compensation, Excluding Compensation Securities

The following table sets out all compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by Spin Co to each current and former director, in any capacity, for the period of incorporation to September 30, 2024. During the period of incorporation to September 30, 2024, Spin Co did not have any NEOs.

Name and position	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites(1) ($)	Value of all other compensation ($)	Total compensation ($)
Wendy T. Chan
Director	Nil	Nil	Nil	Nil	Nil	Nil
Winfield Ding
Director	Nil	Nil	Nil	Nil	Nil	Nil
Rajesh Sharma
Director	Nil	Nil	Nil	Nil	Nil	Nil

Notes:
(1) "Perquisites" include perquisites provided to an NEO or director that are not generally available to all employees and that, in aggregate, are greater than: (a) $15,000, if the NEO or director's total salary for the financial year is $150,000 or less, (b) 10% of the NEO or director's salary for the financial year if the NEO or director's total salary for the financial year is greater than $150,000 but less than $500,000, or (c) $50,000 if the NEO or director's total salary for the financial year is $500,000 or greater.

Stock Options and Other Compensation Securities

Spin Co has not issued any stock options or other compensation securities. Spin Co does not have any plan for the issuance of stock options or other equity incentive securities.

Employment, Consulting and Management Agreements

Spin Co does not have any employees, consultants or management as of the date of the Circular.

Oversight and Description of Director and Named Executive Officer Compensation

Spin Co does not have any employees, consultants or management as of the date of the Circular. Spin Co does not provide its directors with any compensation for their services.

Indebtedness Of Directors And Executive Officers

None of Spin Co's directors, or associates of any of them, is or has been indebted to Spin Co or its subsidiaries at any time since the beginning of the most recently completed financial year and no indebtedness remains outstanding as at the date of this Circular.

Audit Committee

As of the date of this Circular, Spin Co does not have an audit committee.

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Corporate Governance

Board of Directors

The Spin Co Board has responsibility for the stewardship of Spin Co including responsibility for strategic planning, identification of the principal risks of Spin Co's business and implementation of appropriate systems to manage these risks, succession planning (including appointing, training and monitoring senior management), communications with investors and the financial community and the integrity of Spin Co's internal control and management information systems.

The Spin Co Board sets long term goals and objectives for Spin Co and formulates the plans and strategies necessary to achieve those objectives and to supervise senior management in their implementation. The Spin Co Board delegates the responsibility for managing the day-to-day affairs of Spin Co to senior management but retains a supervisory role in respect of, and ultimate responsibility for, all matters relating to Spin Co and its business. The Spin Co Board is responsible for protecting shareholders' interests and ensuring that the incentives of the shareholders and of management are aligned.

As part of its ongoing review of business operations, the Spin Co Board reviews, as frequently as required, the principal risks inherent in Spin Co's business including financial risks, through periodic reports from management of such risks, and assesses the systems established to manage those risks. Directly and through the Audit Committee, the Spin Co Board also assesses the integrity of internal control over financial reporting and management information systems.

In addition to those matters that must, by law, be approved by the Spin Co Board, the Spin Co Board is required to approve any material dispositions, acquisitions and investments outside the ordinary course of business, long-term strategy, and organizational development plans.

Directorships

Certain of the directors are presently a director of one or more other reporting issuers (or equivalent) in a Canadian or foreign jurisdiction, as follows:

Name of Director	Other reporting issuer (or equivalent in a foreign jurisdiction)
Wendy T. Chan	Lode Gold Resources Inc.
Rajesh Sharma	Fancamp Exploration Ltd.
Platinex Inc.
EDM Resources Inc.
The Canadian Chrome Company
NeoTerrex Minerals Inc.

Orientation and Continuing Education

When new directors are appointed, they receive orientation, commensurate with their previous experience, on Spin Co's business, assets and industry and on the responsibilities of directors. Meetings of the Spin Co Board are sometimes held at Spin Co's offices.

Ethical Business Conduct

The Spin Co Board of Directors has not adopted a formal code of business conduct and ethics. The Spin Co Board has found that the fiduciary duties placed on individual directors by Spin Co'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 Spin Co Board in which the director has an interest have been sufficient to ensure that the Spin Co Board operates in the best interests of Spin Co.

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Nomination of Directors

The Spin Co 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 Spin Co Board's duties effectively and to maintain a diversity of view and experience.

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

Compensation

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

Other Board Committees

The Spin Co Board has no committees.

Assessments

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

Risk Factors

Due to the nature of Spin Co's business and the present stage of exploration and development of its properties, Spin Co is subject to very significant risks. Readers should carefully consider all such risks set out in Spin Co's management's discussion and analysis for the financial year ended September 30, 2024, which is appended as Appendix "4" to this Schedule "G". These risk factors include risks inherent to the business of mineral exploration. Spin Co's actual exploration and operating results may be very different from those expected as at the date of this Circular.

Promoters

There is no promoter of Spin Co within the meaning of applicable securities legislation.

Dividends or Capital Distributions

As of the date of this Circular, Spin Co has not paid any cash dividends or capital distributions on the Spin Co Shares and does not intend to pay any cash dividends on the Spin Co Shares in the immediate future.

Legal Proceedings and Regulatory Actions

To the knowledge of Spin Co, there are no legal proceedings material to Spin Co to which Spin Co is or was a party to, or any of its property is or was the subject of, since the beginning of the most recently completed financial year, nor are there any such proceedings known to Spin Co to be contemplated.

In addition, there have been no penalties or sanctions imposed against Spin Co by a court relating to provincial and territorial securities legislation or by a securities regulatory authority within the three years immediately preceding the date of this Circular, and Spin Co has not entered into any settlement agreements before a court relating to provincial and territorial securities legislation or with a securities regulatory authority within the three years immediately preceding the date of this Circular.

Interest of Management and Others in Material Transactions

Except as disclosed herein, no informed person (a director, executive officer or holder of 10% or more of Spin Co's Spin Co Shares) or any associate or affiliate of any informed person had any interest in any transaction which has materially affected

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or would reasonably be expected to materially affect Spin Co or any of its subsidiaries, within the three years before the date of this Circular.

Names and Interests of Experts

Information of a scientific or technical nature regarding the WIN Property and Golden Culvert Properties included in Appendix "1" to this Schedule "G" or incorporated by reference herein is based upon WIN-Golden Culvert Technical Report, prepared by Marty Huber, P.Geo. and Mark Fekete, P.Geo. No registered or beneficial interests, direct or indirect, in any securities or other property of Spin Co or of one of the associates or affiliates of Spin Co (a) were held by Marty Huber, P.Geo. or Mark Fekete, P.Geo. when the WIN-Golden Culvert Technical Report was prepared; (b) were received by Marty Huber, P.Geo. or Mark Fekete, P.Geo. after the time the WIN-Golden Culvert Technical Report was prepared; or (c) are to be received by Marty Huber, P.Geo. or Mark Fekete, P.Geo.

Information of a scientific or technical nature regarding the McIntyre Brook Property included in Appendix "2" to this Schedule "G" or incorporated by reference herein is based upon McIntyre Brook Technical Report, prepared by Michel Boily, PhD., P.Geo. No registered or beneficial interests, direct or indirect, in any securities or other property of Spin Co or of one of the associates or affiliates of Spin Co (a) were held by Michel Boily, PhD., P.Geo. when the McIntyre Brook Technical Report was prepared; (b) were received by Michel Boily, PhD., P.Geo. after the time the McIntyre Brook Technical Report was prepared; or (c) are to be received by Michel Boily, PhD., P.Geo.

Information of a scientific or technical nature regarding the Riley Brook Property included in Appendix "2" to this Schedule "G" or incorporated by reference herein is based upon Riley Brook Technical Report, prepared by Michel Boily, PhD., P.Geo. No registered or beneficial interests, direct or indirect, in any securities or other property of Spin Co or of one of the associates or affiliates of Spin Co (a) were held by Michel Boily, PhD., P.Geo. when the Riley Brook Technical Report was prepared; (b) were received by Michel Boily, PhD., P.Geo. after the time the Riley Brook Technical Report was prepared; or (c) are to be received by Michel Boily, PhD., P.Geo.

The independent auditor of Spin Co, MNP LLP, has informed Spin Co that it is independent with respect to Spin Co in accordance with the Chartered Professional Accountants of British Columbia Code of Professional Conduct.

Other Material Facts

There are no other material facts other than as disclosed herein.

Auditor

The auditor of Spin Co is MNP LLP at 1021 Hastings St W, Suite 2200 - MNP Tower, Vancouver BC V6E 0C3.

Transfer Agent and Registrar

Spin Co's transfer agent and registrar is DuMoulin Black LLP at 15th Floor 1111 Hastings St W, Vancouver BC V6E 2J3.

Material Contracts

Except for contracts made in the ordinary course of business, the Arrangement Agreement, the Investment Agreement and the Shareholders' Agreement are the only material contract entered into by Spin Co since the beginning of the last financial year ending before the date of this Circular or before the beginning of the last financial year ending before the date of this Circular for any material contract that is still in effect.

A copy of the Arrangement Agreement, Investment Agreement and the Shareholders' Agreement are available on the Company's profile on SEDAR+ (www.sedarplus.ca).

Shareholders' Agreement

On October 9, 2024, Spin Co and Fancamp entered into the Shareholder's Agreement in respect of Acadian. Fancamp and Spin Co (each, an "Acadian Shareholder") each initially own 50% of the issued and outstanding Acadian Shares. Each Acadian

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Shareholder has the right to appoint two directors to the board of directors Acadian (the "Acadian Board") for as long as such Acadian Shareholder holds more than 20% of the issued and outstanding Acadian Shares. If an Acadian Shareholder holds less than 20% but more than 10% of the issued and outstanding Acadian Shares, such Acadian Shareholder will be entitled to appoint 1 nominee to the Acadian Board. The Operator (as defined below) is entitled to appoint the Chair of the Acadian Board.

Under the Shareholders' Agreement, Fancamp will act as the initial operator (the "Operator") of Acadian and the New Brunswick Properties held thereby. The Operator will cease to be the Operator if it resigns, it becomes bankrupt, it defaults in its duties and such default is not remedied within 30 days of notice or the Operator's shareholdings of Acadian are diluted to less than 50% of the issued and outstanding Acadian Shares. Upon the Operator ceasing to be the Operator, the other Acadian Shareholder not acting as Operator at the time of such cessation shall have the right to appoint an Operator or elect become the Operator itself.

Pursuant to the terms of the Shareholders' Agreement, in the event that an Acadian Shareholder decides not to make its proportionate contribution in respect of any work program, its shareholdings will be subject to straight line dilution in accordance with the terms of the Shareholder's Agreement. If an Acadian Shareholder is diluted below 10%, the interest of such Acadian Shareholder shall be deemed to be transferred to the other Acadian Shareholder and such transferring Acadian Shareholder shall receive a 1% NSR on the New Brunswick Properties held by Acadian on the terms set out in the Shareholders' Agreement.

Under the Shareholders' Agreement, neither Acadian Shareholder shall transfer its interest in Acadian to a party that is not a wholly-owned subsidiary of such Acadian Shareholder without first having received an all cash bona fide written offer from an arm's length third party (the "Third Party Offer") which shall state the price and all other relevant terms and conditions upon which it wishes to complete the transfer and the selling Acadian Shareholder shall have delivered a copy of the Third Party Offer to the other Acadian Shareholder together with the selling Acadian Shareholder's own offer to sell on the same terms and conditions (the "Offer"). The other Acadian Shareholder shall have thirty (30) days from the date the Offer is delivered to it, to notify the selling Acadian Shareholder whether it elects to acquire the offered interest at the price and on the terms and conditions set forth in the Offer. If the other Acadian Shareholder does so elect to acquire the offered interest, the Transfer shall be consummated promptly after notice of such election is delivered by the selling Acadian Shareholder. If the other Acadian Shareholder fails to so elect, within the thirty (30) day period, the selling Acadian Shareholder shall have sixty (60) days following the expiration of such period to consummate the transfer to a third person at a price and on terms no less favourable than those offered in the Third Party Offer. If the selling Acadian Shareholder fails to consummate the transfer to a third party within the period set out above, the right of first refusal set out in the Shareholder's Agreement and summarised herein shall be deemed to be revied. Notwithstanding the foregoing, an Acadian Shareholder may transfer its interest in Acadian to a third party with unanimous approval of the Acadian Board.

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APPENDIX "1" TO SCHEDULE "G"

INFORMATION CONCERNING WIN-GOLDEN CULVERT PROPERTY

(1) CURRENT TECHNICAL REPORT

The current report is titled "Technical Report on the WIN-Golden Culvert Property NTS Sheets 105H15, 105H16, 105I01 and 105I02., 61"57'00" North Latitude, 128°25'00" West Longitude", with an effective date of May 15, 2024 (the "WIN-Golden Culvert Technical Report"). The WIN-Golden Culvert Technical Report was published by Breakaway Exploration Management Inc. and its authors are Marty Huber, P.Geo. and Mark Fekete, P.Geo. (together the "Authors" and each an "Author").

Full references and definitions for all references to earlier publications made, and terms capitalized, in the following, but not defined in this Circular, may be found in the WIN-Golden Culvert Technical Report

(2) PROJECT DESCRIPTION, LOCATION AND ACCESS

Property Description

The Property includes a total of 509 un-surveyed mining claims over two main blocks known as "Golden Culvert" and "WIN". The Golden Culvert block to the north covers $83.8\mathrm{km}^2$ and contains 431 contiguous, mining claims recorded $100\%$ to Stratabound. This block is further divided into four sub- blocks which, from north to south, consists of Rubus, Little Hyland North, Golden Culvert, and Little Hyland South. The WIN block to the south covers an area of $15.67\mathrm{km}^2$ containing 78 contiguous, mining claims recorded to Alex McMillan, a resident of Watson Lake, Yukon.

Table 2: Golden Culvert and WIN mining claim list

Claim Name	Grant No.	Claim Name	Grant No.
Culvert 1	YC29100	NT 1-10	YE48037-YE48046
Culvert 2	YC31957	NT 15	YE48051
Culvert 3	YC71979	NT 17	YE48053
Culvert 4-6	YC31958-YC31960	RE 1-2	YD17381-YD17382
Culvert 7-8	YC71980-YC71981	Red Bluff 1	YC93596
Culvert 9-12	YC31961-YC31964	Red Bluff 2	YC93595
Culvert 13-16	YC71982-YC71985	Red Bluff 3	YC93594
Culvert 17-57	YC73335-YC73375	Red Bluff 4	YC93593
Culvert 58-70	YC73422-YC73434	Red Bluff 5-14	YE48027-YE48036
Culvert 71	YC73863	Rubus 1-50	YD29576-YD29625
Culvert 72	YC94980	Rubus 51-60	YD31301-YD31310
Culvert 73-75	YD17372-YD17374	Rubus 61-78	YD31316-YD31333
Glen 1-105	YE36601-YE36705	Scheer 1-10	YC93581-YC93590
Glen 107-112	YE36707-YE36712	Swag 1-10	YD17383-YD17392
Glen 114-150	YE36714-YE36750	Swag 11-14	YD17377-YD17380
Glen FR 106	YE36706	Zanzibar 1	YC93600
Glen FR 113	YE36713	Zanzibar 2	YC93599
Golden 1-3	YC73332-YC73334	Zanzibar 3	YC93598
HT 1-2	YE48060-YE48061	Zanzibar 4	YC93597
LH 1-37	YC94943-YC94979	Zanzibar 5-30	YE48001-YE48026
LH 38-41	YC94981-YC94984
WIN 84	YF39298	WIN 136-144	YF39350-YF39358
WIN 102-104	YF39316-YF39318	WIN 164-174	YF39378-YF39388
WIN 109-114	YF39323-YF39328	WIN 191-204	YF39405-YF39418

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Location

The Property covers an approximate area of 99.5 km² within the Watson Lake Mining District, in southeast Yukon. It is located within the Little Hyland River Valley, some 250 kilometres north of Watson Lake. The approximate center of the Property is described by 61°57'00" North Latitude and 128°25'00" West Longitude on parts of NTS Sheets 105H15, 105H16, 105I01 and 105I02.

Accessibility

Access to the Property is relatively good compared to other parts of the southeastern Yukon. It is reachable via the all-weather Nahanni Range Road that leads to the abandoned mining village of Tungsten, located in the Northwest Territories, 10km east of the Property. The road crosses directly through the western part of the Property from Km 142 and to Km 175 measured from the Robert Campbell Highway turnoff. From this turnoff it is 110 km south to the town of Watson Lake (Population ~1,500) located on the Alaska Highway. The western parts of the Property can be accessed by foot or all-terrane vehicle from the road. Access to the eastern parts of the Property is by helicopter from the road.

South Shore Agreement

On December 7, 2023, the Issuer completed all commitments pursuant to an option to purchase agreement with South Shore Partnership Inc. ("Southshore") of Sudbury, Ontario and exercised its option to acquire a 100% undivided interest in all the mining claims included in the Golden Culvert claim block. Southshore retains a 0.5% NSR royalty on the production of smeltable materials from the Golden Culvert block. The Issuer has the undivided right to buy back this royalty for $1,000,000. The Golden Culvert block is also subject to a 2.0% NSR royalty payable to Gary Lee and Robert Scott, pursuant to an underlying agreement with Southshore that was assigned to the Issuer. Southshore retains a 0.4% NSR royalty on the production of smeltable materials from the Rubus, Little Hyland North and Little Hyland South sub-blocks. The Issuer has the undivided right to buy back this royalty for $1,000,000. These sub-blocks are subject to a 2.1% NSR royalty payable to Gary Lee, Robert Scott and Ron Stack, pursuant to an underlying agreement with Southshore that was assigned to the Issuer. Messrs. Lee, Scott and Stack are well-known prospectors all residing in Whitehorse.

WIN Agreement

Pursuant to an option agreement executed on January 7, 2021, with Alex McMillan, the Issuer has earned a 50% interest in the WIN block by paying $67,000 cash, issuing 117,300 common shares and completing $35,000 of exploration work. The Issuer may earn an additional 50% interest by paying McMillan $26,800 cash on or before January 7, 2025, and $40,200 on before January 7, 2026. Upon the Issuer acquiring a 100% interest, the WIN block will be subject to 2.0% NSR royalty on the production of smeltable materials payable to McMillan. The Issuer will have the undivided right buy back three quarters (i.e., 1.5%) of the royalty in increments of $500,000 per 0.5% for a total of $1,500,000 cash.

Figure 2: Outline of Golden Culvert and WIN claim blocks

Figure 3: Rubus sub-block claims

Figure 4: Little Hyland North sub-block claims

Figure 5: Golden Culvert sub-block claims

Figure 6: Little Hyland South (AKA Glenmorangie) sub-block claims

Figure 7: WIN Block claims

(3) HISTORY

The region has a long history of exploration, beginning with the discovery of the Cantung Mine in 1954 and the commencement of production in 1962. However, there is very little mineral exploration work known on the Property prior to the initial staking by Robert Scott in 2005. From 2007 onwards, prior to the vending of the Golden Culvert claims to the Issuer in 2017, there was a substantial amount of work done on the Golden Culvert sub-block (Table 3). Work was also done on the Rubus, Little Hyland North and Little Hyland South sub-blocks that were afterwards staked by Mr. Scott and his subsequent partners Gary Lee and Ronald Stack. The Technical Report often refers to these three gentlemen collectively as the "Vendors" despite their varying interests. Exploration work on the WIN block was first documented in 1971 and continued sporadically until 2012. The Yukon MINFILE (n.d.) database of mineral occurrences lists five mineral showings within or immediately adjacent to the current Property that are listed in Table 4 in the Mineralization section of the Technical Report.

Golden Culvert History

Most of the previous work has been done on the Golden Culvert sub-block. Placer gold was first found by Robert Scott in 1984 at a culvert under the Nahanni Range Road. The first quartz claims were staked in 2005. Stream silt and soil sampling (Casselman, 2007) followed by additional silt and soil sampling, and prospecting and rock sampling by the Vendors led to the discovery of the "Golden Culvert" or "Main" showing in 2008 (Casselman, 2008). This showing, consisting of quartz vein-hosted gold mineralization, is found at the headwaters of the creek draining the southeastern corner of the sub-block approximately 2.5km east of the Nahanni Range Road. Nine of the initial 14 samples collected at the discovery site returned significant gold values ranging from 1.63 to 17.30gpt Au with high to overlimit arsenic values.

The silt and soil samples collected in 2008 outlined a northwest-trending gold-in-soil geochemical anomaly. Follow-up soil sampling, prospecting and rock sampling along this trend in 2009 traced a sporadic train of gold-bearing outcrops, sub-crops and boulders over the ridge into the next creek valley (Casselman and Halle, 2010a). Line cutting, ground magnetic and VLF-type electromagnetic surveys were also done centered over the Main showing.

Table 3: Summary of previous work history (Yukon MAR, n.d.)

			Geochemistry #			Geophysics km		Reference
Year	Sub-block	Operator	Silts	Soils	Rock	MAG	VLF
2007	Culvert	Vendors	23	5				Casselman, 2007
2008	Culvert	Vendors	15	29	44			Casselman, 2008
2009	Culvert	Vendors		73	21	19.4	18.5	Casselman and Halle, 2010a
2010	Hyland, Rubus	Vendors	40	46	23	0.8	0.8	Casselman and Halle, 2010b
2011	Culvert	Stakeholder		1,768				Fekete and Huber, 2011
2011	Rubus, Hyland	Vendors	12	99	5		"Profiles"	Lee, 2012a
2011	Hyland	Commander		1,369	159			Potts, 2012
2012	Rubus	Vendors	7	150	7			Lee, 2012b
2012	Hyland	Commander	10	401	15			Potts and McKenzie, 2013
	Totals		102	5182	734	23.3	22.4

1981	WIN	Union Carbide						Archibald, et al., 1981
1992	WIN	Kokanee						Hulstein, 1992
1993	WIN	Cons. Ramrod						Doherty, and van Randen, 1993
2012	WIN	AuraRoss	28	74	19			Grunewald, 2012

In 2009, a zone of large-scale sheeted quartz veins was reported on the north end of claim block on a steep cliff face approximately 2km north along strike of the Main showing (Casselman and Halle, 2010a). The cliff face was neither sampled nor mapped due to the extreme steepness of the slope. An unmapped fold axis was also identified approximately 300m east of the Main showing. These structural features were deemed important because similar structures were known to be related to gold mineralization on the adjacent 3-Aces project, and globally fold hinges are

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known to be key structural features for Turbidite- type gold deposits. It was also found that magnetic and VLF patterns generally matched the overall gold- in-soil geochemical trend and the general strike of the quartz veins at the Main showing. And it was suggested that subtle northeast-trending magnetic features may trace northeast-trending fractures in a conjugate set with the mineralized quartz veins.

In 2010, Stakeholder Gold Corp. acquired an option on the Golden Culvert sub-block and did a detailed soil geochemical survey that covered where possible most of the claim block at 50m sample stations on lines spaced at 100m (Fekete and Huber, 2011). The results outlined a 3,000m long, well-defined gold-in- soil anomaly up to 250m wide with very strong gold values up to 791ppb Au referred to as the "Stakeholder" anomaly. Prior to this survey it was felt that the main potential for additional gold mineralization lay to the northwest of the Main showing. However, the survey showed the best gold results in the 1.7km section southeast from the showing to the southern boundary of the sub-block, whereas the trend to the northwest became progressively less clearly defined and narrower suggesting better potential for prospecting southeast of the Main showing.

Rubus

The initial Rubus claims were staked by the Vendors in 2010. Anomalous arsenic values over significant distances were found by silt sampling in two of the streams located in the central portion of the claim block (Casselman & Halle, 2010b). The original block was expanded by staking in 2011 and prospecting, sampling and "VLF-profiling" was done (Lee, 2012a). A total of 61 soils, eight silts and one rock were collected. No significant gold values were detected but numerous moderate arsenic values were found in the soil samples. In 2012, the Vendors collected seven silts, 150 soils and seven rocks on the Rubus property: again without significant results (Lee, 2012b).

Little Hyland North and Little Hyland South

The first record of work on the Little Hyland North and Little Hyland South sub-blocks was at the "Ricardo" showing (Table 4) found approximately 3km south of the Golden Culvert main showing. It was initially described as an unmineralized gossan occurring within an area underlain by Cretaceous granodiorite that intrudes Cambrian slates and phyllites (Archibald et al., 1981). The gossan was originally staked by Canada Tungsten Mining Corporation Ltd. in 1961. The gossan was later re-staked by Mr. A. Black in 1980 as the "Kay" claims, and then in 1981 as the "Lynx" claims by Mr. E. Broadhagen. In each case there is no record of any work and the respective claims were allowed to lapse.

In 2009, the Vendors staked the Little Hyland North and Little Hyland South sub-blocks to cover the possible north and south extensions of the Golden Culvert mineralization. Later prospecting and silt and soil geochemical sampling (Casselman & Halle, 2010b) led to the identification of the "Road" and "Camp" showings (Table 4) in the northwestern part of the Little Hyland North block. Initial rock sampling of massive arsenopyrite and quartz-pyrite-arsenopyrite veining at the Road showing returned up to 0.748gpt Au. In 2011, the Vendors completed prospecting, sampling and "VLF-profiling" on the Zanzibar and Red Bluff areas in the northeastern and southern parts respectively of the South Hyland South sub-block (Lee, 2012a). This work was done at the same time as similar work on the Rubus block. On Zanzibar, a total of 26 soils, four silts and two rocks were collected with no significant results. On Red Bluff, a total of 12 soils and two rocks were collected with no significant results.

In 2011, Commander Resources Ltd. optioned the Little Hyland blocks, staked additional claims, renamed the property "Glenmorangie" and completed soil and stream silt geochemical sampling, rock sampling, prospecting and geological mapping surveys in 2011 and 2012 (Potts, 2012; Potts & McKenzie, 2013). This work defined a strong gold-in-soil anomaly in the vicinity of the Camp showing and found the "Dull Spur" zone. Commander completed no further work and dropped the Glenmorangie option.

WIN Block

Union Carbide Exploration Corp. conducted reconnaissance programs in southeastern Selwyn Basin from the mid-1970s to early 1980s. This work identified a Mo-Cu-W-Ag stream sediment anomaly around the Hyland stock that was staked by Union Carbide in 1981. Subsequent prospecting, mapping and sampling led to the discovery of five contact-

type, mineralized zones hosted within or near the Hyland intrusive- phyllite contact and in several small, localized skarns (Archibald, et al., 1981). The target was Cantung- type tungsten skarn deposits, but the property was allowed to lapse after it became evident that it lacked sufficient exposures of reactive carbonate rock adjacent to the Hyland Stock.

In 1989, the area was partially re-staked as the "First" claims by Noranda Exploration Company Ltd., but no work was filed. Kokanee Explorations Ltd. staked the area as the "Tuna" claims in 1991 and completed prospecting and geochemical surveys that yielded promising gold values up to 170 ppb gold with an overall strong correlation to bismuth from variably mineralized megacrystic granite (Hulstein, 1992). The company, renamed Consolidated Ramrod Gold Corp., completed additional surface work the following year (Doherty and van Randen, 1993). Interestingly, this period of work was directed at locating "Fort Knox" type gold well before the RIRGS-type gold model, described in the Deposit Model of the Technical Report was conceptualized.

Alex McMillan staked the initial WIN claims in 2011 and optioned them to AuraRoss Resources Ltd. The property was enlarged to 272 claims in 2012. AuraRoss completed stream sediment, soil and rock sampling and found arsenopyrite-rich gold bearing quartz veins with up to 0.522gpt Au (Gruenwald, 2012). Elevated gold, arsenic, bismuth, molybdenum and tungsten in rock and soil anomalies were also identified in four areas near the Hyland and Boundary stocks. AuraRoss dissolved in 2014 and the WIN claims reverted to McMillan. Stratabound optioned the remaining WIN claims from McMillan in 2018.

(4) GEOLOGICAL SETTING, MINERALIZATION AND DEPOSIT TYPES

Regional Geology

The following discussion of regional geology relies primarily on the Yukon Digital Bedrock Geology (2017) compilation and draws from Hart (2002) and Héon (2007). Additional information has been added from Colpron, et al. (2016) and Gabrielse, et al. (2006).

The Property is in the southeastern part of the Selwyn Basin which is a deep-water sedimentary basin deposited as part of the Cordilleran miogeocline that developed along the passive edge of ancestral North America from the late Precambrian to the early Mesozoic before the onset of significant tectonic activity. This miogeocline was formed as a vast sequence of sedimentary rocks that included shallow water carbonate platforms along the ancestral coast, to less shallow water transitional platforms (interlayered carbonate and clastic rocks), to deep-water sedimentary basins to the southwest. The Selwyn Basin is characterized by thick accumulations of predominantly fine-grained, siliciclastic sediments derived from the North American craton, with a significant component of black shales and cherts (Héon, 2007).

Tectonically the Selwyn Basin is a distinctive region within the Omineca Belt containing several mountain ranges including the Logan Range (Hart, 2002). The Omineca Belt is part of an immense mountain building event that shaped the western margin of North America known as the Cordilleran Orogeny. This event was caused by the successive collision of several allochthonous terranes with the southwestern sections of the Cordilleran miogeocline between the early Jurassic to late Cretaceous periods from about 190Ma to 120Ma (Hart, 2002). As a result of this collision, the carbonate and translational platforms in the northeastern section of the miogeocline were folded, detached from crystalline basement, and thrust onto the edge of the North America craton to form the Foreland (fold-and-thrust) Belt. West of the Foreland belt, the Omineca Belt, composed primarily of the deep-water basin sections of the miogeocline, formed the suture zone along the collision with the Intermontane Superterrane composed of several accreted, allochthonous, island arc-type terranes consisting of volcanics, related intrusives and inter-arc basin sediments.

The Selwyn Basin is truncated along its southwestern boundary by the right-lateral, strike-slip Tintina Fault. Gabrielse et al. (2006) estimate approximately $425\mathrm{km}$ of dextral motion along this continental scale fault, mostly during the Eocene period about 56.0Ma to 33.9Ma. The northern margins of the Selwyn Basin are marked by regional scale thrusts,

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such as the Dawson Thrust Fault, that juxtapose the older Selwyn Basin units over the younger carbonate and translational platformal units such as the Mackenzie Platform (Héon (2007)).

In the late Cretaceous period, the Selwyn Basin was intruded by a series felsic plutonic rocks starting with the Anvil Suite about 117Ma, followed in succession by the Hyland, Tay River, Tungsten, and Mayo suites and ending with the Tombstone Suite about 90Ma (Colpron, et al., 2016). These intrusive suites are sometimes referred collectively to as the Tombstone-Tungsten Intrusive Belt. They are important since they are genetically related to several gold mineral deposits in the Brewery Creek, Clear Creek and Dublin Gulch camps in the McQueston-Mayo region including the currently producing Eagle Gold Mine, and the past-producing Mactung and Cantung tungsten deposits found along the Yukon-Northwest Territories border (Hart, 2002).

Local Geology

The following discussion of local geology primarily relies on the Yukon Digital Bedrock Geology (2017) compilation. Additional information was drawn from Gordey and Anderson (1993), Hart and Lewis (2016), Moynihan (2016), Moynihan (2017), Moynihan and Sack (2018), Sack et al. (2018a) and Sack et al. (2018b). Sack, P.J., Large, R.R. and Gregory, D.D. (2018) and Sack, P.J., Kruse, S. and Ferraro, D. (2018).

The Property occupies almost all the 40km-long Little Hyland River valley. The valley is entirely underlain by Neoproterozoic to Lower Cambrian Hyland Group clastic sedimentary rocks. The Hyland Group makes up the top half of the Windemere Supergroup which at 60% in section is the thickest sequence within the Selwyn Basin and shows the largest areal extent. The Hyland Group is overlain unconformably by the Road River Group, which in turn is overlain by the Earn Group which is the upper and final section of the Selwyn Basin.

The eastern part of the valley is underlain by dark brown, fine-grained and thin-bedded, argillaceous sandstone and siltstone with minor, interbedded, medium- to coarse-grained, white to light grey orthoquartzite, phyllite, slate and argillite of the Vampire Formation (uPCV1). The western part of the valley is underlain by thinly to thickly bedded maroon and green argillites, grey shales and lesser grits and sandstone of the dominant Lower Cambrian Narchilla Formation (PCH3). Further to the west the Narchilla is underlain by brown to pale green shale, quartz-rich sandstone, grit, and pebble conglomerate of the Neoproterozoic Yusezyu Formation (PCH1).

Northeast of the Property near the former Cantung Tungsten mine in the Northwest Territories, the Vampire Formation is unconformably overlain by a thin strip of younger sedimentary rocks including the Lower Cambrian Sekwi (ICS) and Gull Lake (ICG) formations, the Upper Cambrian to Ordovician Rabbit Kettle Formation (COR) and the lower part of the Ordovician to Lower Devonian Road River Group (ODR).

Structurally the Hyland Group is deformed locally into a series of moderately shallowly southwest-dipping overturned folds locally cut by thrust faults and occupies the core of the Selwyn Fold-Thrust Belt. This regional deformation gives rise to an overall phyllitic to weakly micaceous rock fabric that is generally northwest-trending and shallowly to moderately steep-dipping. The fabric is more intense in the southeast part of the project area but gradually gives way to more slaty cleavages to the northwest. Numerous small north- to northwest-trending normal faults with limited displacement crosscut the Hyland Group stratigraphy, and are marked by straight, short valleys at the macro-scale and north- to northwest trending lineation at the outcrop scale. These faults are in turn cut by northeast-trending normal faults that generally control secondary drainages.

Hart and Lewis (2006) proposed the presence of the March Fault along the western boundary of the Property parallel to the Little Hyland River based on extrapolation of this structure from previous mapping done further north (Gordey and Anderson, 1993) and limited reconnaissance mapping. They suggested the March Fault as a northeast-directed thrust placing the Narchilla formation to the west over the time equivalent Vampire formation to the east and cited the distinctive lithological difference of coarse-grained clastic strata in the Narchilla Formation as evidence for this. Moynihan (2017) suggested that the March Fault may instead be a dextral strike-slip fault of limited displacement, and in the Little Hyland River valley, may not exist at all. Moreover, the Narchilla and Vampire formations are considered

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broadly coeval (Gordey and Anderson, 1993). Moynihan (2016) suggested that in the general area of the Property, the contact between the two formations is instead a gradational, facies-type transition rather than an abrupt fault.

The southeastern part of the Property area is intruded by several bodies of resistant, blocky, fine- to coarse-grained, equigranular to porphyritic rocks ranging from K-feldspar porphyry to biotite-quartz monzonite and granodiorite with minor quartz diorite, leuco-quartz monzonite and syenite. These intrusive rocks have been classified as part of the mid-Cretaceous Tungsten Suite (mKgTu). The WIN block is underlain almost entirely by these intrusive rocks but moving northwest into the Little Hyland Valley they appear to be absent on the Golden Culvert block.

Property Geology

The Property has not been systematically mapped in any detail on either the Golden Culvert or WIN blocks and the surrounding area has not been mapped to any extent by the Yukon Geological Survey. Regional mapping on parts of 105H/08 and 105H/09 south of the Property by Moynihan (2016) added to the understanding of the stratigraphic relationships within the Hyland Group. In the absence of detailed mapping in the Little Hyland Valley however, the Property geology is still not well understood.

Generally, rock descriptions in previous assessment reports and technical reports prepared for the Issuer consistently mention interlayered phyllites, schists and argillites of the Vampire Formation. Sandstone (Grit) layers have also been noted and a very interesting quartz pebble conglomerate (QPC) unit has been identified in the vicinity of the Camp and Road showings adjacent to the Nahanni Range Road. Anderson et al. (2022) discuss this QPC in detail as a potential marker horizon to understand structurally controlled and stratigraphically constrained gold mineralization on the Property.

Mineralization Summary

The Yukon MINFILE (n.d.) database of mineral occurrences lists five mineral showings within or immediately adjacent to the current Property. There are at least three other known showings that do not appear in the MINFILE database (Table 4).

Table 4: Mineral occurrences from north to south

MINFILE No.	Block	Name	Notes
105I003	Rubus	Rubus
105I005	Little Hyland North	Camp and Road
n/a	Little Hyland North	Golden Dragon
105H067	Golden Culvert	Golden Culvert	AKA Main
n/a	Little Hyland South	Green Dragon
105H057	Little Hyland South	Command	AKA Ricardo, Hidden Valley, Dull Spur
n/a	WIN	East Boundary
105H082	WIN	Tuna	AKA Hyland Stock

Golden Culvert

The Golden Culvert or Main showing (MINFILE No. 105H067), found in the creek draining the central portion of the Goden Culvert sub-block approximately $2.5\mathrm{km}$ from the Nahanni Range Road, is the most significant mineral occurrence found on the Property to date. It comprises at least six gold-bearing quartz vein and vein-breccia structures within a northwest-trending zone of phyllites marked by strong, pervasive silica alteration and disseminated sulphide mineralization measuring up to $250\mathrm{m}$ wide along a strike length of $970\mathrm{m}$ long on surface. Drilling has encountered this mineralized corridor at least 225 metres below surface (Tyler, 2021). Structurally, the quartz structures are typically subvertical and show at least two main orientations generally striking at $260^{\circ}$ and $305^{\circ}$. The Authors also observed shallow dipping, sheeted extension veinlets that strike parallel to the primary orientations. A third set of veins approximately perpendicular to the above-mentioned orientations have been noted.

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The quartz structures, typically each 1 to 3m wide on surface, are hosted in intensely altered phyllites that are often rusty along the vein selvages. The gold mineralization is commonly associated with very fine arsenopyrite that ranges from semi-massive, fine-grained fracture fillings to medium-grained disseminations to local clusters of euhedral needles. Medium to coarse-grained euhedral pyrite and pyrrhotite are common with occasional sphalerite mineralization. The sulphide mineralization occurs mainly in the immediate phyllite wall rock but also within the quartz veins and vein-breccias.

Historic grab samples from the quartz veins and vein-breccias at the Main showing have returned values up to 22.8gpt Au gold as well as up to 1.28gpt Au from grab samples of mineralized outcrops that lack quartz veins and vein-breccias (Casselman and Halle, 2010a). Five verification samples collected during the 2017 site inspection returned up to 18.3gpt Au and matched historical values very well (Huber, 2018). Spectacular gold results ranging from 16.55gpt to 320.0gpt Au have been obtained from a series of quartz boulder float-trains sampled in 2020 (Tyler, 2021). Trenching in 2018 and 2019 returned grades up to 1.43gpt Au over 12.0m in TR1805 including 6.45gpt over 1.5m (Tyler, 2019), and 24.24gpt Au over 6.0m in TR1923B including 95.0gpt Au over 1.5m (Tyler, 2020). Drilling intersections (not true thickness) include up to 10.51gpt Au over 6.8m in hole GC20-16 (Tyler, 2021).

Rubus

The Rubus occurrence (MINEFILE No. 105I003) was initially described as a stream sediment anomaly and subsequent prospecting in the vicinity of the anomaly located pyrite mineralization with yellow scorodite staining that returned values up to 5060ppm As and 315ppb Au (Casselman & Halle, 2010b). In 2021, a soil geochemical survey outlined a small gold-in-soil anomaly with up to 145 ppb Au with associated anomalous arsenic and copper values (Tyler et. al., 2021). No significant mineralization has been found in outcrop at the Rubus zone, however one grab sample of a narrow quartz vein with disseminated arsenopyrite collected roughly 3.2km southeast of the zone, returned 0.228gpt Au and 4850ppm As (Anderson and Mohrbutter, 2022).

Road and Camp

Moving approximately 6km southeast of the Rubus zone, gold mineralization was first noted in 2009 at the Road showing along the east side of the Nahanni Range Road in the northwest corner of the Little Hyland North sub-block. This showing is documented with the Camp occurrence (MINEFILE No. 105I005). Casselman and Halle (2010b) reported that initial float samples collected by the Vendors at this site contained anomalous gold including 365ppb Au from massive arsenopyrite, 442ppb Au from pyrite- arsenopyrite in quartz and 748 ppm Au from quartz-pyrite-galena. Arsenic values from these samples were all over the 10,000ppm limit. A quartz pebble conglomerate unit was noted in the road cut just north of the showing. Follow-up soil sampling carried out in 2010 outlined a strong arsenic anomaly slightly east of the showing (Casselman and Halle, 2010b). The showing was traversed by one baseline and two lines as part of a magnetic and VLF electromagnetic survey. A break in the magnetic field and one conductor was detected over the gold-arsenic soil anomaly.

The Camp showing, roughly 1000m southeast of and uphill from the Road showing, has returned values up to 4.5gpt Au from a quartz vein with some sulphides hosted within phyllite (Potts and McKenzie, 2012). Roughly 800m southeast of the Camp showing, a series of southeast-trending quartz veins with disseminated arsenopyrite mineralization, referred to as the "Discovery" veins, returned up to 1.66gpt Au (Potts, 2011). Tyler (2020) reported that follow-up prospecting in 2020 extended this zone 400m southeast where grab samples of quartz and quartz breccia returned up to 1.16gpt Au. He discussed the importance as a marker unit of quartz pebble conglomerate that is visible in a road cut just north of the Road showing and has been traced up hill to the Camp showing. Moreover, Dessureau (2018) noted that Grit and QPC units are fundamentally associated to the gold mineralization at the nearby 3-Aces Project.

Golden Dragon and Quartz Cirque

The "Golden Dragon" showing was discovered in 2022 roughly 4km southeast of the Camp zone by prospecting along a gold-in-soil anomaly identified the previous year (Tyler et.al, 2021). Rock samples returned strong results including up to 10.65gpt Au from a strongly chloritized and brecciated float sample with up to 10% arsenopyrite and up to 1.26gpt

Au from a grab sample of rusty quartz vein with hematite alteration (Anderson and Mohrbutter, 2024). Rock samples collected in the "Quartz Cirque" just north Golden Dragon did not return any interesting gold values, but a quartz pebble conglomerate was identified.

Green Dragon

The "Green Dragon" showing lies about 50m south of the south boundary of the Golden Culvert sub-block. The showing was found by the Authors during the September 2017 site visit (Huber, 2018) by prospecting along strike of the gold-in-soil outlined by Stakeholder Gold Corp. (Fekete and Huber, 2011). It consists of a quartz vein that contains minor disseminated chalcopyrite and is marked by green malachite staining hence it was named Green Dragon. The vein is 2 to 3 metres wide where exposed and was traced on surface for a about 20 metres in a northwesterly direction. Samples returned assay values absent in gold but carried up to 6,575ppm Cu and 13,805ppb silver (Huber, 2018).

Command or Dull Spur

The Command (MINEFILE No. 105H057) occurrence is located on a small ridge in the northwest corner of the Little Hyland South sub-block known as Dull Spur southwest of the Golden Dragon showing. Originally this was known as "Ricardo" and has also been called "Hidden Valley". Most commonly, it is referred to as the Dull Spur zone for a small gold-in-soil anomaly marked by weak values up to 131ppb Au Potts (2011). No significant mineralization has been reported from this anomaly which correlates to several northwest- trending faults in the vicinity.

WIN Eastern Boundary

Quartz-arsenopyrite veins with gold values up to 522ppb Au were reported by Gruenwald (2012) along the northeastern boundary of the WIN block on the Northwest Territories border. This "East Boundary" showing is described as angular sub-crops of quartz veins up to 20cm wide occurring in phyllites. The veins locally contain up to 50% fine-grained arsenopyrite, pyrite and minor chalcopyrite. Angular fragments of similar looking material were found nearly 100 metres south-southwest. Approximately 1.2km southeast of this area, angular fragments up to 15cm containing roughly 5% patchy, rusty quartz-arsenopyrite vein material were found in talus over at least 50m of strike. Some fragments showed contacts with sericite altered quartz monzonite. This float material was thought to originate from intrusive bedrock cliffs uphill to the northeast. Soil sampling over the Eastern Boundary showing zone has returned up to 426ppb Au in soils (Anderson, 2022).

WIN Tuna

The "Tuna" occurrence (MINEFILE No. 105H082) includes various types of mineralization in five outcrop showings and 18 float occurrences over the Hyland Stock which covers the lower half of the WIN property. These showings were first discovered by Union Carbide Exploration Corp. and Archibald et al. (1981) described the showings and discussed some general characteristics:

Showings:

1) "Mo-W Stockworks-1" showing (on Property),
2) "Mo-W-Bi Stockworks" (off Property),
3) "Mo-W Stockworks-3" showing (on Property),
4) "Tourmaline Breccia", AKA "Tuna" showing (off Property), and
5) "Tourmaline-W Stockwork" showing (off Property) - scheelite in pyrrhotite-chalcopyrite skarn;

Comments:

a) Mo-bearing veins more abundant in the central (deeper) part of the intrusion,
b) significant Mo in tourmaline-K-feldspar-quartz veins at Mo-W Stockworks-1 showing,

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c) quartz-scheelite veins more common near the contact and along ridge crests,
d) scheelite as large subhedral grains and fine disseminations, and
e) chalcopyrite found with scheelite in pyrrhotite skarn, in quartz-sulfide veins with chalcocite, and in sericite margins of tourmaline-K-feldspar-quartz-molybdenite.

Of note is sampling done at the Mo-W-Bi Stockwork showing by Kokanee Explorations Ltd. that returned 170ppb Au, 3.4 ppm Ag, 126ppm Cu, 841ppm As, 36ppm Sb, 2140ppm Bi and 213ppm W. Tourmaline-W Stockwork showing (Hulstein, 1992).

Deposit Types General

Although the Nahanni Range area has historically been known for deposits of skarn-type tungsten mineralization, the Issuer is more interested and more focused on gold exploration. More broadly, the Selwyn Basin has traditionally been known for its sedimentary exhalative deposits of lead, zinc and silver (e.g. Mac Pass and Howards Pass). Exploration over the past two decades has led to several significant gold discoveries of various gold deposit-types including Carlin-type (e.g. Osiris and Conrad), orogenic-type (e.g. 3-Aces and Plateau) and Reduced Intrusion-Related Gold System (RIRGS)-type (e.g. Tiger and Valley). The start of commercial production by Victoria Gold Corp. in July 2020 at the Eagle Gold Mine near Dublin Gulch, 85km north-northeast of the village of Mayo in the western part of the Selwyn Basin, and the spectacular Valley discovery made by Snowline Gold Corp. in 2021 on its Rogue property in the eastern part of the Selwyn Basin have renewed interest in RIRGS-type deposit model for exploring gold projects throughout the Selwyn Basin including on the Property.

Skarn-type Tungsten

The former Cantung Tungsten Mine, located in the Northwest Territories approximately 10km east of the Property at the end of the Nahanni Range Road, is the most significant mineral deposit in the area. It has produced tungsten periodically since 1962 and was most recently owned and operated by North American Tungsten Corp. until June 2015 when the company went became insolvent. Cantung was ultimately acquired by the Government of Northwest Territories. Under the terms of a devolution agreement the Federal Canadian Government has assumed the responsibilities for care and maintenance since that time (Government of Northwest Territories, 2015). Reserves at Cantung (not verified by the Authors) are stated at 2.5-million tonnes grading 1.11% tungsten oxide indicated and 0.4-million tonnes grading 0.84% tungsten oxide inferred (Delaney and Bakker, 2014). The deposit-type consists of tungsten-rich skarns formed in carbonaceous Selwyn Basin sedimentary rocks along the margins of mid-Cretaceous Tungsten Suite granodiorite intrusions.

Orogenic- or Lode-type Gold

The Vendors and later the Issuer have explored the Property primarily for "orogenic"- or "lode"-type gold mineralization hosted within Hyland Group sediments similar to the quartz vein-hosted, high-grade gold mineralization found at Seabridge's 3-Aces project, located approximately 20km south of the Property, and Goldstrike Resources' Plateau project located approximately 315km to the northwest. Sack et. al. (2018a) provides an excellent synopsis of the orogenic character of the gold mineralization at Plateau.

Many historically well-known gold-only deposits derived from bedrock sources are generally classified as orogenic- or lode-type. This type of deposit is extremely important, accounting for 60% of historical gold production in Canada (Poulsen, 1996). Lode-type gold deposits are found in a variety of tectonic terranes but occur mainly in areas where there is an abundance of volcanic and clastic sedimentary rocks of low to medium metamorphic grade. They are generally formed in regionally metamorphosed terranes during compressional to transpressional deformation processes at convergent plate margins in accretionary and collisional orogens (Groves et al., 1998). The classification of lode-type gold deposits remains problematic due to the variety of the host rock lithological and tectonic settings.

Gold found within occurrences known in the Little Hyland River, such as Golden Culvert and 3-Aces, are generally quartz-carbonate veins that appear to be associated with brittle to ductile deformation zones hosted in basin-type

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sedimentary host rocks with no clear spatial or genetic relationship to intrusive rocks. This style of mineralization is recognized globally as a sub-type termed "turbidite-hosted quartz-carbonate vein" or "Bendigo" type (Poulson et al., 2000). These deposits consist of veins and vein arrays in folds (saddle reefs), faults and brittle-ductile shear zones in turbidite sequences of all ages, deformed and metamorphosed to lower to upper greenschist facies. Graphitic schists in such sequences are particularly favourable hosts, and intrusive rocks are generally lacking within and immediately around the deposits. The deposits are commonly associated with anticlines and related limb-thrust faults as exemplified by Bendigo and Ballarat, Australia. Veins consist of quartz and carbonate, with lesser amounts of chlorite and sericite; arsenopyrite and pyrite typically comprise less than 10% by volume. The ores are gold-rich (i.e. Au:Ag > 5), and contain elevated concentrations of arsenic and tungsten. Wallrock alteration, in the form of sericitization and some silicification, is generally restricted to the immediate vicinity of the vein. Typically, this sub-type is consistent with low to medium-grade metamorphic processes at intermediate crustal depths in compressive tectonic settings. They are often erroneously referred to as mesothermal gold.

The Little Hyland River area is essentially a clastic sedimentary terrane. Canadian examples of similar terranes with quartz-carbonate lode-type gold deposits include the Meguma sequence in Nova Scotia, the Camlaren in the Yellowknife district, Northwest Territories, and the Sheep Creek district and Barkerville terrane, both in B.C. Classic known type-districts outside of Canada include Bendigo and Ballarat in Australia, Ashanti in Ghana, and Otago in New Zealand. The size and grades of these deposits are mostly less than 5Mt at 6 to 15gpt Au, (Poulson et al., 2000).

Regional exploration for this type of gold mineralization must focus on fold axes and major ductile or brittle fault zones. At the property scale exploration should focus on folds, shear zones, faults, stockwork zones and extensional fractures that are secondary or adjacent to major fault zones and are generally slightly to moderately discordant to host rock bedding or foliation. Veins can be associated with a variety of structures. Most common are folded veins and saddle reefs related to anticlinal folds. Sheeted en echelon sigmoidal veins, ladder veins, tension gashes or stockworks may be related to zones of extension or to Reidel shear structures. Features such as small felsic intrusions and dykes, iron formations or mafic intrusive bodies that interrupt the main fault zone are often good places to look for quartz-carbonate zones. At the outcrop level, gold-bearing quartz-carbonate veins typically contain one or more of arsenopyrite, fuchsite, pyrite, scheelite and tourmaline. Sericite, silica, carbonate and sulphide alteration of wallrock is typical and the wall rocks often contain significant gold value.

Quartz-carbonate vein-type deposits by nature have relatively low sulphide contents and do not respond readily to most geophysical methods. Geophysical surveys can be used indirectly to identify favourable structures such as faults or shear zones. Rock, soil and stream sediment geochemical surveys are generally more useful. Finally, gold related to quartz-carbonate veins is notoriously inconsistent along strike and down dip. Numerous close spaced drill holes are required to build resources.

Reduced Intrusion-Related Gold System-type

The Property lies in an underexplored part of the loosely defined Tintina Gold Province (Tucker and Smith, 2000). This metallurgical belt has substantial past and ongoing gold production from both quartz and placer operations, and significant unmined resources. Notable gold deposits are Donlin Creek, Fort Knox and Pogo in Alaska, and Dublin Gulch and Brewery Creek in Yukon.

A new gold deposit type was proposed by Lang et al. (2000), based on well-studied examples in Yukon and Alaska, that is characterized by gold only mineralization genetically related to cooling felsic intrusions. Known as Reduced Intrusion-Related Gold System or "RIRGS"-type, Hart (2005) noted that there was considerable confusion about this new classification and later attempted to resolve the uncertainty and misapplication of the RIRGS-type (Hart, 2007) as summarized below.

Generally, RIRGS-type deposits are characterized by extensive arrays of sheeted, low sulphide, gold-bearing quartz veins that form within the intrusive rocks and adjacent hornfels in structurally brittle shells near the top of small plutons marked by reduced (ilmenite-series) versus oxidized (magnetite-series) signatures. They form bulk-tonnage, low-grade Au deposits characterized by Au-Bi-Te-W metal assemblages.

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Tectonic settings marked by weak post-collisional extension behind thickened continental margins enable the emplacement of plutons that generate RIRGS conditions. Such tectonic settings also favour the formation of tungsten deposits, and thus create a regional Au-W metallogenic association. RIRGS-type deposits are also spatially associated with a wide range of intrusion-related mineral deposit styles (skarns, replacements, veins) that form zoned mineral systems with proximal Au-W-As and distal Ag-Pb-Zn metal associations within a hydrothermal regime gradually decreasing outwards from the causative pluton.

RIRGS-type deposits are large, low-grade systems that, from an exploration standpoint, are more amenable to detailed, geochemical surveys rather than focused prospecting and sampling of easily identifiable quartz veins. The reduced state of the related pluton should theoretically cause a magnetic low. However, pyrrhotite (magnetic) mineralization caused by thermal alteration may create a magnetic high on the rim of the pluton leading to a donut like signature. Buried, intact rather than exposed, eroded intrusions should be more prospective targets given that RIRGS-type mineralization tends to concentrate near the carapaces at the top of plutons. Low angle faults are also positive for RIRGS in that they play a role in structural preparation prior to emplacement of the pluton.

Foremost examples of RIRGS-type deposits include Fort Knox in Alaska and Eagle (Dublin Gulch) in Yukon. The Valley deposit discovered by Snowline Gold Corp. on its Rogue property in 2021 has many of the characteristics of a RIRGS-type deposit including low sulphide, sheeted quartz veins found mainly in intrusive rocks but also in the hornfels aureole, and a direct association of gold (often visible) with bismuth and tellurium minerals. The high density of the quartz veins in the Valley deposit is remarkable and leads to some spectacular drill intersections including hole V-23-039, which returned 2.48gpt Au over 553.8m from surface including 4.98gpt Au over 132.0m from 6.0m downhole (Snowline Gold Corp., 2023).

(5) EXPLORATION

Exploration Summary

After acquiring the earn-in rights to the Golden Culvert block in 2017, the Issuer completed exploration programs every year from 2018 to 2022, and upon acquiring the earn-in rights on the WIN block, completed exploration work on WIN in 2021 and 2022. Table 4 provides a global summary of the exploration and completed by the Issuer to date. Note that the expenses for exploration and drilling were not divided in the expense statements filed for work done in 2018 and 2020. Drilling was done in 2018 and 2020 in conjunction with the surface exploration and is described in the Drilling section of the Technical Report.

Table 5: Exploration summary

Year	Block10	Trail km	Trench #, m	Trench #	Channel #, 100	Soils #	Silts #	Rocks #	MAG km	VLF km	UAV km	Expense $
20171	GC							14				16,412
20182	GC	3.2	6, 1,140	151	12, 76			95				699,04411
20193	GC	1.2	24, 629	291				39				159,528
20204	GC							143	2.1	2.1		1,731,18111
	R					98			1.0	1.0
	LHNS					21		11	1.0	1.0
20215	GC										221	68,426
20216	R					547						181,731
	LHN					1027
20217	WIN					114	69					31,773
20228	R							26				68,426.4
	LHN							112				64,892
20229	WIN					2		46				25,347

Totals 4.4 30,1,769 442 5,182 102 734 23.3 22.4 221

Huber, 2018
Tyler, 2019
Tyler, 2020
Tyler, 2021

Engdahl and Coetzee, 2021
Tyler, et al., 2021
Anderson et al., 2022
Anderson and Mohnbutter 2022
Mohnbutter and Anderson, 2024
Golden Culvert (GC), Little Hyland North South (LH N S), Rubus (R)
Undivided from drilling costs

Exploration Golden Culvert

Exploration on the Golden Culvert sub-block started with the initial site inspection and continued with work in every year until 2021. The site inspection was conducted in September 2017 as part of a NI 43-101 report to support the initial financing and acquisition of the Property by the Issuer then known as Stratabound Minerals Corp. (Huber, 2018). The report recommended a two-phase exploration program.

Upon securing the earn-in rights for the Golden Culvert block pursuant to the Southshore agreement in December 2017, the Issuer began compilation of historical data in early 2018 and a field exploration program in June 2018 (Tyler, 2019). The initial program consisted of $3.2\mathrm{km}$ of trail construction, $1,140\mathrm{m}$ of trenching in six trenches, systematic collection of 151 samples in the trenches and 12 channel and 95 rock samples outside the trenches. Drilling was also done in 2020 as discussed in the Drilling section of the Technical Report. The goal of the work was to determine structural controls and grade continuity of the gold mineralization in the immediate area of the Golden Culvert Main showing. The work focused on an $800\mathrm{m}$ section with the best exposure within the three-kilometre-long Stakeholder anomaly (Fekete and Huber, 2011). The trench and surface samples delineated an open-ended $450\mathrm{m}$ long by $250\mathrm{m}$ wide corridor on surface with numerous parallel quartz vein and breccia structures within sheared phyllite.

The first step of the 2018 program was to build a $3.2\mathrm{km}$ road to provide access to the Golden Culvert Main showing from the Nahanni Range Road for drilling and trenching. Six of the eight trenches ended in mineralization due to ground conditions that included steep slopes, thick talus and heavy oxidation that prevented trenching progress. Planned trenches TR1806 and TR1807 were cancelled due to thick overburden. Highlights of the trench sampling include 1.43gpt Au over $12.0\mathrm{m}$ in TR1805 including 6.45gpt over $1.5\mathrm{m}$ . Trench TR1801 returned 1.49gpt Au over $10.0\mathrm{m}$ including 6.11gpt over $1.5\mathrm{m}$ , and 2.76gpt Au over $7.0\mathrm{m}$ including 6.67gpt Au over $2.5\mathrm{m}$ . True widths were estimated to be 80 to $90\%$ of the measured interval but this is not considered reliable. Trenching results are summarized in Table 6.

Table 6: Summary of Trenching (Tyler, 2019 and Tyler, 2020)

Trench No.	UTM mN	UTM mN	Azi.*	From m	To m	Au gpt	Int. m	Target
2018
TR1801_A	6868878	531140	236	9.0	16.0	2.76	7.0	Main
Including				12.0	14.5	6.67	2.5
CH1801	6868889	531108	207	0.0	6.8	1.37	6.8	Main
TR1802	6868827	531285	226	16.5	24.0	0.66	7.5	Main
TR1802_B	6868778	531233	218	1.5	6.8	0.34	5.3	Main
TR1803	6868720*	531280*						Main
TR1804_H	6868634	531375	228	0.0	3.0	2.33	3.0	Main
Including				0.0	1.0	5.32	1.0
TR1805_I	6868568	531457	75	0.0	12.0	1.43	12.0	Main
Including				10.5	12.0	6.45	1.5
TR1806	Cancelled							Main
TR1807	Cancelled							Main
TR1808_C	6868373	531720	225	36.0	40.5	0.53	4.5	Main
2019
TR1901	6868884	531457	218	3.0	7.5	1.50	4.5	Main
TR1902	6868871	531142	213	3.0	12.0	3.63	9.0	Main
Including				10.5	12	19.15	1.5
TR1903	6868863	531158	219	0	5.5	1.93	5.5	Main Zone. Ends in mineralization
Including				4.5	5.5	7.82	1.0	Main Vein
TR1904	6868703	531363	299					Did not expose target
TR1905	6868895	531295	199	6.0	9.0	5.17	3.0	Main Zone
Including				6.0	7.5	8.60	1.5	Main Vein

The four channel samples and 76 grab samples taken from the Main showing and other quartz veins or quartz breccias exposed on surface within the area of the $450\mathrm{m}$ long by $250\mathrm{m}$ wide corridor all returned positive gold results. Highlights include channel sample CH1801 that returned 1.37gpt Au over 6.8m. Samples from quartz veins found outside the Stakeholder anomaly generally showed low gold values with only four weakly anomalous results. The eight channel samples and 19 grab samples from outside the corridor did not return any significant gold grades. Channel sample results are summarized in Table 7.

Table 7: Summary of 2018 Channel Sampling (Tyler, 2019)

Channel No.	UTM mN	UTM mN	Azi.*	From m	To m	Au gpt	Int. m	Comments
CH1801	531108	6868889	207	0.0	6.8	6.8	1.37	Main Vein
CH1802	530133	6867907	225	No Significant Values				Creek Crossing near Cantung Rd.
CH1803	530758	6868734	259	No Significant Values				Road cut
CH1804	530055	6867815	240	No Significant Values				Road cut
CH1805	531316	6868574	38	1.5	3.0	1.5	0.17	West 4 Vein
CH1806	531072	6868847	24	0.0	3.0	3.0	0.93	West 1 Vein
CH1807	531084	6868849	40	No Significant Values				Phyllite east of West Vein
CH1808	531261	6868464	15	No Significant Values				vein 858m west of West 1 Vein
CH1809	531177	6868828	12	0.0	5.0	5.0	0.62	West 1 Vein
CH1810	531180	6868821	217	0.0	3.8	3.8	0.28	West 1 Vein
CH1811	531320	6868548	62	No Significant Values
CH1812	531317	6868569	49	No Significant Values

The 2019 program focused within the $450\mathrm{m}$ long by $250\mathrm{m}$ wide Golden Culvert corridor to further delineate gold trends and determine variability of gold mineralization within the quartz-carbonate veins and breccias (Tyler, 2020). The work included prospecting, trenching and rock sampling. The 2018 trails were extended by $1.47\mathrm{km}$ along strike to the north to facilitate trenching. An additional 24 trenches over an aggregate length of $628.7\mathrm{m}$ were excavated and 291 trench samples were collected. Prospecting outside of the trenches involved 39 grab samples. Highlights of the 2019 program were 24.24gpt Au over $6.0\mathrm{m}$ in TR1923B including 95.0gpt Au over $1.5\mathrm{m}$ . The stated main result of this work was to identify six distinct gold-bearing quartz vein or quartz breccias within the Golden Culvert corridor.

The 2020 surface exploration work was completed in conjunction with a drill program described in the Drill section of the Technical Report (Tyler, 2021). Prospecting and sampling were done along the strike extension of the six gold-bearing structures identified by the 2018 and 2019 work. A total of 143 surface grab and float samples were collected. Spectacular gold results ranging from 16.55gpt to 320.0gpt Au were obtained from a series of quartz boulder float-trains found southeast of the Main showing. Visible gold was identified in two of the samples. This was remarkable because it was the first time that visible gold had been reported on the Property. Visible gold was also found in core samples from the 2020 drill program. Limited magnetic and VLF electromagnetic surveys were also completed in 2020. The main result of the 2020 work was to extend the length of the mineralised corridor up to 970m from 450m.

In 2021, a 221 line-km, unmanned aerial vehicle (UAV) magnetic geophysical survey was flown over the Golden Culvert sub-block by Axiom Exploration Group Ltd. (Engdahl and Coetzee, 2021). Flight lines were spaced 50m apart and control lines were spaced at 500m. The UAV survey did not identify a distinctive magnetic trend over the Golden Culvert corridor, but it did delineate a parallel magnetic low rough 1000m to the southwest. A number of anomalous gold-in-soil samples were collected at the southeastern end of this magnetic low but the northwestern part of the structure has not been soil sampled due to glacial deposits in this area.

Exploration Rubus

The Issuer completed three exploration programs on the Rubus sub-block from 2020 to 2022. In 2020, 98 soil samples and 1.0km of magnetic and VLF-electromagnetic profiling was done in the vicinity of a weak arsenic geochemical anomaly identified by the Vendors in 2011 and 2012 (Tyler, 2021). In 2021, the soil geochemical coverage was extended over most of Rubus with an additional 547 sample taken at 50m stations over 16 lines spaced 400m apart (Tyler, et al., 2022). This survey returned generally low values from below detection up to a maximum 145 ppb Au, but a weak, north-northwest trending gold-in-soil anomaly was outlined. In 2022, this anomaly was prospected and 26 rock samples were collected (Anderson and Mohrbutter, 2022). Nothing of interest was found along the soil anomaly but one grab sample of a narrow quartz vein with disseminated arsenopyrite, collected roughly 3.2km southeast of the anomaly, returned 0.228gpt Au and 4850 ppm As.

Exploration Little Hyland North

The Issuer completed three exploration programs on the Little Hyland North sub-block from 2020 to 2022. In 2020, two soils and nine rock samples were collected and 1.0km of magnetic and VLF-electromagnetic profiling was done in the vicinity of the Road and Camp showings (Tyler, 2021). The soils returned up to 106ppb Au, and outcrop grab and float samples significant gold values including 0.924gpt, 1.485gpt and 1.60gpt Au.

In 2021, 1027 soil samples were taken at 50m stations over 29 lines spaced 200m apart from the Camp showing to the south boundary of the Little Hyland North block (Tyler et al., 2022). This work was done to fill in an area that was not sampled by Commander in 2011 and 2012. The main result of this survey was to identify a new, northwest-trending, relatively strong gold-in-soil anomaly approximately 2220m long by 850m wide. This new gold zone was found approximately southeast of the Camp showing and included several highly anomalous results including 121ppb, 150ppb, 225ppb and 234ppb Au. The work also extended the geochemical anomaly related to the Camp showing approximately 800m to the east with soil results up to 114ppb Au.

In 2022, prospecting was done and a total of 112 rock samples were collected along the trend of the new soil geochemical anomaly identified in 2021 (Anderson and Mohrbutter, 2022). This work led to the discovery of the Golden Dragon showing approximately 4km southeast of the Camp showing. Very strong gold values were obtained in six samples from quartz float boulders ranging from 0.227gpt to 10.65gpt Au. Two grab samples from quartz in outcrop returned 0.344 to 1.265gpt Au. Rock samples collected in the Quartz Cirque zone just north of Golden Dragon returned weak values of 0.198gpt Au from narrow quartz veins in outcrop and 2.76gpt Au in quartz float. A quartz pebble conglomerate unit was identified in this area. Just east of the Camp showing, three quartz float samples returned 0.103gpt, 0.386gpt and 0.485gpt Au. All the rocks that returned weak to strong gold values also showed significant arsenic content with many of samples reports over the detection limit of 10,000ppn As.

G - 30

G - 31

Exploration Little Hyland south

Limited exploration work has been completed on the Little Hyland South block by the Issuer. In 2020, two soil lines were collected across the north boundary of the Little Hyland South sub-block to extend the trend of the Stakeholder gold-in-soil anomaly from the adjacent Golden Culvert sub-block to the north (Tyler, 2021). Two samples of quartz float were also collected. Steep slopes and thick talus were cited as the reasons that more comprehensive soil geochemistry and prospecting was not undertaken in this area.

Exploration WIN

The Issuer completed two exploration programs on the WIN block in 2021 and 2022. In 2021, 114 soil and 69 stream silts were collected (Anderson et al., 2022). Two ridgeline soil traverses were done as well as a detailed soil grid over the area of historic Eastern Boundary showing (Gruenwald, 2012). Numerous weakly anomalous gold values and three strong gold values including 78.5ppb, 302ppb and 426ppb Au were obtained over the gridded area. Arsenic values were consistently moderate to strongly anomalous with values up to 6585ppb. The ridgeline traverses did not reveal any notable gold values, but moderately anomalous arsenic results were constant in the "Central Cirque" area. The silt samples collected from the two streams draining the Central Cirque returned similar results with weak gold values and numerous moderately anomalous arsenic values. Statistically, the gold-in-soil values showed weak correlations with arsenic (r=0.21), lead (r=0.19) and cadmium (r=0.11).

In 2022, prospecting and rock sampling was undertaken in the vicinity of the gridded area over the Eastern Boundary showing (Mohrbutter and Anderson, 2024). A total of 46 rock samples and 2 soil samples were collected and analyzed. The prospecting was successful in finding mineralization in float and outcrop near the centre of the gridded area. Eight samples returned gold values from 0.15gpt to 0.72gpt Au and three returned values from 1.08gpt to 8.53gpt Au from rusty quartz veins with massive arsenopyrite and galena blebs. The two soil samples, collected to verify the best 2021 soil result of 426ppb Au, returned strong gold values of 464ppb and 1785 ppb Au respectively. Statistical analysis of 2022 rock samples showed some correlation between gold and several other metals including silver (r=0.81), tellurium (r=0.78), bismuth (r=0.65), antimony (r=0.65) and arsenic (r=0.45). This resembles the sulphide mineralogy of the quartz veins which contain arsenopyrite and galena.

2022 Portable X-Ray Florescence Analysis

Mohrbutter and Anderson (2024) studied Portable X-Ray Florescence (pXRF) on the 2022 WIN rock samples to determine the application and reliability of "real-time" pXRF results as a prospecting tool on the Property. A Niton XL5 pXRF unit was used onsite to scan all samples collected in the field. Each sample was scanned three times and the results were then averaged to obtain the values used in the study. The pXRF results were then compared to the 2022 laboratory aqua-regia multi-element laboratory analytical results. A pXRF is not very useful for gold prospecting directly due to the inability of the unit to accurately detect gold values below 1.0gpt Au due to spectral overlap. The study focused on other metals that could be useful as pathfinders for gold.

The study showed that the pXRF results were consistently higher than the laboratory results. This was attributed to the partial digestion of the metals in aqua regia solution in laboratory analytical process. Therefore, pXRF results cannot be compared to laboratory results on a 1:1 basis. However, the study showed that the pXRF values for several metals correlated well with the laboratory gold results. In the case of the WIN property, arsenic was cited as an excellent pathfinder element for gold mineralization based on a regression of 0.80 between laboratory analytical and the pXRF results and a regression of 0.45 for laboratory gold versus arsenic values. Moreover, it was suggested that pXRF values of other metals such as antimony, bismuth, molybdenum, silver, tellurium and tungsten could be measured to provide immediate decision making in the field. It was also suggested that crushing the rock with simple rock mills, mesh sieving and acid washing would help reduce organic contamination and provide homogenous material that could be pressed into pellets for more representative pXRF scans.

G - 32

2022 Satellite Spectral Analysis

Mohrbutter and Anderson (2024) included a Satellite Spectral Analysis completed that covered the entire area of the Property (Du Plessis, 2022). This work involved the acquisition, processing, and analysis and interpretation of synthetic aperture radar and multispectral Sentinel & Aster data. The survey covered approximately $572\mathrm{km}^2$. Analysis of the data generated 57 satellite potential mineral targets for ground investigation.

(6) DRILLING

Drilling Summary

The Issuer has completed two diamond drill campaigns on the Property to date including 1,349.8m in nine holes in 2018 (Tyler, 2018) and 3,193.2m in 17 holes in 2020 (Tyler, 2021). The 2018 drilling was done by Kluane Drilling Ltd. out of Whitehorse. The BTW diameter core was shipped to, logged, photographed, and sampled at the Yukon Geological Survey core laboratory in Whitehorse where the remaining core is currently stored. The 2020 drilling was completed by New Age Drilling Solutions out of Whitehorse. The NQ-diameter core was shipped to, logged, photographed, and sampled at the New Age shop in Whitehorse where the remaining core is currently stored. All drill casings were pulled, and labelled wooden posts inserted into the drill hole cavities to mark the holes. All drill pads were reclaimed by removing any foundations, drilling materials, and trash, filling in all sumps and contouring the sites.

Both drill programs were done at the Golden Culvert Main showing with the stated objective of determining the structural and grade continuity across the best exposed section of the 3km long gold-in- soil anomaly outlined by Stakeholder in 2011. Table 8 lists the location, collar information, drill depth, and number of core samples for each program. Table 9 lists all the significant gold intersections encountered by the drilling. These intersections are drilled intervals and do not represent true thicknesses. Mr. Huber identified several discrepancies in the drill hole data that are noted with a short explanation.

2018 Drilling Results

The goal of the 2018 drilling was to test the area immediately southeast of the Golden Culvert Main showing. The program confirmed the vertical continuation of the $450\mathrm{m}$ long by $250\mathrm{m}$ wide corridor characterized by numerous parallel quartz vein and breccia structures within sheared phyllite that was defined by the 2018 surface program (Tyler, 2019). The drilling also clearly confirmed the two structures (and the surrounding phyllite host rock) as gold-bearing. The first or "Main" zone corresponds to the quartz vein found at the discovery outcrop on surface. The second or "West" zone corresponds to the West surface showing exposed approximately $30\mathrm{m}$ southwest of the Main showing. Tyler (2019) interpreted these two structures to be limbs of the same unit occurring sub-parallel to axial plane foliation on the hinge of a large scale antiform that appears to conform to the regional northwesterly structural trend.

The Main zone returned five significant drill intersections in each of holes GC18-03, GC18-04, GC18-05, GC18-06 and GC18-07 highlighted by 2.53gpt Au over 33.1m from 111.5m in hole GC18-03, including 26.04gpt Au over 2.5m from 130.6m and 60.10gpt Au over 09.m from 131.5m. The West zone returned five significant gold intersections in each of holes GC18-02, GC18-03, GC18-06, GC18-07 and GC18-08a highlighted by 6.02gpt Au over 4.5m from 68.3m in hole GC18-06, including 12.98gpt Au over 2.0m from 69.5m. This intersection was remarkable because it was the first time that visible gold had ever been observed in drill core on the Property.

Hole GC18-01 hit a fault and was terminated before reaching either the Main or West zone target depths. Hole GC18-05 intercepted the Main zone but also hit a fault and was terminated before reaching the West zone target depth. Hole GC18-08A intercepted the West zone but was stopped due to bad ground conditions before reaching the Main zone target depth. A second attempt, Hole GC18-08B, was abandoned before reaching the West zone target depth also due to bad ground conditions.

2020 Drilling Results

The 2020 drilling had three stated goals including: a) testing the area immediately northwest of the Golden Culvert Main showing, b) infill drilling between the 2018 drill holes, and c) testing the gold-bearing corridor 200m southeast of the most southeastern intersection drilled in 2018 (i.e., in hole GC18-07).

Six holes (GC20-01, GC20-03, GC20-05, GC20-06, GC20-07, GC20-08) were drilled immediately northwest of the Golden Culvert Main showing on four sections roughly 30m apart. The best intersections were obtained in GC20-01 including 0.64gpt Au over 18.0m from 21.0m including, 1.24gpt Au over 4.2m from 29.0m on the West zone, and 2.47gpt Au over 7.5m from 98.0m, including 10.31gpt Au over 1.6m from 101.5m reported from the Main zone.

Eight holes (GC20-02, GC20-10, GC20-11, GC20-12, GC20-13, GC20-14, GC20-15 and GC20-16) were drilled to infill between the 2018 holes on six sections spaced roughly 50m apart. The best intersection reported on the Main zone was 10.51gpt Au over 6.8m from 110.3m in hole GC20-16, and the best on the West zone was 0.88gpt Au over 16.4m from 6.3m in hole GC20-15.

Three holes (GC20-04, GC20-09, GC20-09B) were drilled in the southeast extension area. Although both the Main and West structures were intersected, they are relatively narrow with relatively weak gold grades. The best intersection reported was 0.54gpt Au over 9.5m from 80.5m in hole GC20-04 from the Main zone, and 1.03gpt over 1.2m from 223.5m in hole GC20-09B from the West zone.

Table 8: Drill hole summary.

Hole No.	UTM mE	UTM mN	Elev m	Azi *	Dip *	Depth m	Samples	Ref.
GC18-01	531306	6868815	1535	187.6	-44.8	19.9
GC18-02	531298	6868767	1538	189.8	-45.8	294.3
GC18-03	531438	6868715	1589	189.9	-45.0	238.5
GC18-04	531440	6868713	1589	172.2	-45.0	204.2
GC18-05	531440	6868714	1588	220.0	-45.0	104.2
GC18-06	531160	6868867	1513	210.0	-45.0	178.0
GC18-07	531383	6868565	1648	90.0	-45.0	196.3
GC18-08A	531390	6868566	1648	151.5	-61.5	68.6
GC18-08B	531392	6868569	1648	345.0	-60.0	45.7
2018 Total						1349.8	738	Tyler, 2019
GC20-01	531038	6868859	1506	50.0	-45.0	245.0
GC20-02	531077	6868745	1509	40.0	-45.0	297.0
GC20-03	531016	6868937	1547	40.0	-45.0	101.0
GC20-04	531551	6868430	1745	70.0	-45.0	362.0
GC20-05	531015	6868936	1547	220.0	-45.0	130.0
GC20-06	531025	6868901	1523	35.0	-45.0	120.0
GC20-07	531024	6868900	1523	220.0	-45.0	100.0
GC20-08	531057	6868900	1521	40.0	-45.0	150.0
GC20-09	531575	6868533	1725	200.0	-45.0	72.0
GC20-09B	531570	6868533	1725	200.0	-55.0	282.0
GC20-10	531149	6868755	1523	40.0	-45.0	254.0
GC20-11	531247	6868706	1536	45.0	-45.0	236.0
GC20-12	531392	6868704	1577	225.0	-45.0	139.0
GC20-13	531286	6868822	1530	225.0	-45.0	250.0
GC20-14	531304	6868701	1556	220.0	-45.0	115.2
GC20-15	531196	6868730	1536	43.5	-54.0	144.0
GC20-16	531305	6868702	1556	40.0	-60.0	196.0
2020 Total						3193.21	2,526	Tyler, 2021

Total						4,543.0	4,543

Reported as 3,217m (Tyler, 2021)

Table 9: Summary of Diamond Drill Results (Tyler, 2019; Tyler, 2021)

Hole No.		Structure	From m	To m	Length m	Au gpt
GC18-02		West1	120.0	127.6	7.6	1.76
	includes	West1	122.0	123.9	1.9	6.06
GC18-03		Main1	111.5	144.6	33.1	2.53
	includes	Main1	130.6	133.1	2.5	26.04
	includes	Main1	131.5	132.4	0.9	60.10
	and	West1	216.0	235.5	19.5	0.79
GC18-04		Main1	126.5	136.0	9.5	0.51
GC18-05		Main1	99.4	104.2	4.8	0.49
GC18-06		Main1	11.5	19.0	7.5	1.14
	includes	Main1	13.0	14.5	1.5	3.86
	and	West1	68.3	72.8	4.5	6.02
	includes	West1	69.5	71.5	2.0	12.98
GC18-07		West1	44.3	52.2	7.9	0.60
	and	Main1	107.8	118	10.2	1.20
GC18-08A		West2?	18.5	23.0	4.5	0.841
GC20-01		West1	21.0	39.0	18.0	0.64
	includes	West1	29.0	33.2	4.2	1.24
	and	Main1	98.0	105.5	7.5	2.47
	includes	Main1	101.5	103.1	1.6	10.31
GC20-02		West1	49.5	74.0	24.5	0.30
	includes		55.4	57.6	2.2	1.15
	and	Main1	165.0	175.5	10.5	0.36
	and	Main2?	251.6	255.0	3.4	0.66
	and	Main3?	292.5	294.0	1.5	4.83
GC20-03		Main1	84.9	94.0	9.1	1.10
	includes		88.7	90.3	1.6	3.55
GC20-04		Main1	80.5	90.0	9.5	0.54
	and		147.8	151.7	3.9	0.22
GC20-05		Main1	27.6	33.0	5.4	0.28
	and	West1	44.8	50.8	6.0	0.59
GC20-06		Main1	64.5	65.0	0.5	5.36
GC20-07		West1	9.0	16.7	7.7	0.62
GC20-08		Main1	80.8	81.7	0.9	3.95
	and	Main2?	99.0	101.3	2.3	0.80
GC20-09		Main1	48.5	54.0	5.5	0.37
GC20-09B		Main1	172.3	174.0	1.7	1.80
	and	West1	223.5	224.7	1.2	1.03
GC20-10		West 2?	7.3	8.0	0.7	5.80
	and	West 1	29.0	34.1	5.1	0.55
	and	Main 1	74.8	76.9	2.1	2.43
	and	Main 2	107.2	110.2	3.0	0.81
GC20-11		West1	4.0	18.5	14.5	0.73
GC20-12		Main	8.6	10.5	1.9	1.05
	and	West1	128.0	135.0	7.0	1.20
	includes	West1	130.4	133.0	2.6	2.21
GC20-13		Main	20.9	21.4	0.5	12.10
	and	West1	182.9	195.0	12.1	0.36
GC20-14		West1	36.3	43.0	6.7	0.41
GC20-15		West1	6.3	22.7	16.4	0.88
	includes		6.3	7.0	0.7	10.20
GC20-16		Main1	110.3	117.1	6.8	10.51
	includes		111.1	112.9	1.8	34.80
	includes		111.1	111.7	0.6	86.60

0.74 in Tyler, 2018

It is important to note from the drill logs that core recovery was very poor and much reaming, mudding and other ground conditioning techniques had to be used by the drillers. Much of this was blamed on fractured rock but badly planned, shallow angle holes added considerably to this problem.

(7) SAMPLING, ANALYSIS AND DATA VERIFICATION

Sample Collection

All rocks including surface grab and float, trench and drill core samples, and all soil and stream sediment geochemistry samples were collected by Issuer personnel or contractors under the supervision of a Professional Geologist engaged directly by the Issuer in 2018, 2019 and 2020, and by Axiom Exploration Group Ltd. ("Axiom") in 2021 and 2022. Surface sample sites, geological mapping measurement sites, trench locations, trench sample intervals and drill hole collars were all recorded with handheld Garmin GPS receivers in UTM NAD83 Zone 9N coordinates. Repeat and check readings were routinely done to confirm the initial GPS readings. Repeatability of GPS readings was consistently good with horizontal variability less than +/-5.0m routinely noted between readings at the same site. Most remarkably, it was observed that recorded GPS elevation readings varied by tens of metres from government topographical maps. For consistency, only elevations determined with the handheld GPS receivers were used.

For rock sampling, all surface, trench and core samples were placed with a unique numbered sample tag into plastic bags with the appropriate sample number written with indelible ink on the face of the bag. The rock samples were then placed into woven rice bags that were sealed with plastic tie-wraps for transport and delivery.

Descriptions of surface and trench rock samples collected from 2018 to 2020 were recorded in field notebooks. These descriptions were poorly tabulated for 2018 and 2019 and completely absent for 2020. Sample descriptions and results were mentioned unsystematically in the text of the various exploration reports on a "best results" basis. Drill core samples were better documented. The 2018 drill core was shipped to, logged, photographed and sampled at the Yukon Geological Survey core laboratory in Whitehorse where the remaining core is currently stored whereas the 2020 drill core was transported and processed at the New Age shop in Whitehorse where the remaining core is currently stored. Geological descriptions, sample intervals and corresponding analytical results were all presented in Excel spreadsheet drill logs. Down-hole surveys were completed with Reflex Multi-shot tools and this data is well documented in the drill logs.

Axiom recorded a detailed description of each rock sample collected in 2022 using an ArcGIS app on field smartphones. This information included the sample location, sample number, sample source, sample characteristics such as alteration, mineralization and other relevant information. A photograph of each sample showing the sample number was also taken with the smartphones. If relevant, a second photograph of the surrounding area was also taken. This data and the corresponding analytical results were well tabulated in the exploration reports.

For the soil and silt geochemistry, all samples were placed into Kraft paper bags with a unique sample number written with indelible ink on the face of the bag. The samples were dried at camp as best as possible before being placed into woven rice bags that were sealed with plastic tie-wraps for transport and delivery. The sampling procedures for the soil and silt geochemistry samples collected from 2018 to 2020 are poorly documented. Axiom in contrast provided excellent descriptions of the sampling procedures for the 2021 stream silt and soil geochemistry surveys.

For the stream silts, the Axiom crew collected sediment using a shovel or trowel, then sieved it to remove organic and coarse-grained material. The sieved material was caught on a fine mesh and further rinsed in a clean 5-gallon bucket to remove additional unwanted organics and coarse clasts. All tools were cleaned between sample locations to reduce contamination. For the soils, a soil auger was used where possible. A pilot hole was first augured to remove contamination from the previous sample station and then a second hole was done to obtain the final sample material. The survey targeted the B horizon soil, but this was not always present. At each silt or soil sample station, a detailed description was collected using an ArcGIS app on field smartphones including the sample location, material characteristics and general notes about topography and vegetation. This information was clearly tabulated in the exploration reports.

G - 35

G - 36

Sample Security

From 2018 to 2020, the surface, trench and soil and silt geochemical samples were transported and delivered by Issuer personnel directly from the Property to the ALS Canada Ltd. ("ALS") sample preparation facility in Whitehorse, Yukon. Sample security was maintained at the core logging facilities by storing the core samples securely in a locked room before the samples were transported and delivered by Issuer personnel directly to ALS Whitehorse. The 2021 and 2022 surface samples were transported by Axiom personnel to Axiom's offices in Saskatoon, Saskatchewan. From there the samples were delivered by Axiom personnel to TSL Laboratories Inc. ("TSL") in Saskatoon or transported by bonded carriers to the ALS preparation and analytical laboratory in Vancouver, British Columbia.

Rock Sample Preparation and Analysis

All the surface rock, trench and core samples were prepared at either ALS Whitehorse or ALS Vancouver where they were crushed to 70% less than 2mm and then riffle split to 250-gram sub-samples that were pulverized to pulps 85% passing 75 microns (ALS Code Pprep-31). The pulps were then analyzed for gold by 30-gram fire assay with Atomic Absorption (AA) finish (ALS Code Au-AA25). Samples that exceeded the AA finish upper detection limit for gold were automatically re-assayed by 50-gram fire assay with gravimetric finish (Code Au-GRA22). In addition to the gold assays above, the 2019 surface rock and drill core samples were tested for 51 elements including gold by analyzing 0.5gram sub-sample pulps by Aqua Regia digestion, Inductively Coupled Plasma Mass Spectrometry (ICP-MS) analyses (ALS Code ME-MS41).

Soil and Silt Geochemical Sample Preparation and Analysis

The soil and silt geochemical samples collected from 2018 to 2020 were delivered to ALS Whitehorse where they were dried, weighed and screened through -180 microns (80 mesh). The coarse screen rejects were discarded, and the screened pulps were sent to ALS Vancouver where a 0.5-gram subsample was removed and analyzed for 51 elements including gold by Aqua Regia digestion, ICP-MS analyses (ALS Code ME-MS41).

The 2021 soil and stream silt geochemical samples were delivered to TSL facilities in Saskatoon, Saskatchewan where they were dried, weighed and screened through -180 microns (80 mesh). The coarse screen rejects were discarded, and 0.5g sub-samples of the screened pulps were removed and analyzed for 36 elements including gold by Aqua Regia partial digestion, ICP-MS analysis. No preparation or analysis codes were provided on the TSL certificates or invoices and the TSL website is no longer functional.

QAQC

ALS and TSL both followed internal QAQC procedures involving the systematic insertion of CRM standards, blanks and duplicates into the sample batches submitted by the Issuer. Both ALS and TLS are independent of the Authors and the Issuer. ALS includes internal and external inter-laboratory test programs and regularly scheduled internal audits that meet all requirements of ISO/IEC 17025:2017 and ISO 9001:2015. In December 2021, TSL was acquired by SRC Analytical Laboratories which is an ISO/IEC 17025:2017 accredited entity that operates as a division of the Saskatchewan Research Council. Prior to that, TSL held a Standards Council of Canada CAN-P-1579 mineral analysis testing laboratories accreditation and was an ISO/IEC 17025:2005 accredited entity.

There is no account of QAQC samples being submitted by the Issuer with the 2020 surface rock samples. For all other rock samples, including the 2018 and 2019 surface rock, trench and drill core samples and the 2020 drill core samples, QAQC samples consisting of one Certified Reference Material ("CRM") standard and one blank for every batch of 15 rock samples were routinely inserted by the Issuer into the various surface rock, trench and drill core sample series. Cursory statements deemed the Issuer QAQC sample results and the results of the internal QAQC procedures followed by ALS to be within satisfactory confidence limits. In 2022, Axiom submitted CRM standards and blanks at an average frequency of one standard and one blank per batch of 40 rock samples. Axiom presented its own verification of the QAQC sample results and the results of the internal QAQC procedures followed by ALS and found that all standards and blanks performed within acceptable tolerances.

All the soil and silt geochemistry sampling programs conducted by the Issuer to date included the collection of several sample duplicates. The frequency of these duplicates was not discussed for the surveys done from 2018 to 2020, and the results of the duplicate sets are not compared. Axiom reported that one duplicate was collected in each batch of 25 samples to make up 4% of the sample population. The duplicate pairs were compared on scatter plots that found moderate to strong correlation of the sample population. No CRM standards or blanks were ever submitted for QAQC as part of any of the soil and silt geochemistry surveys.

2022 pXRF

Mohrbutter and Anderson (2024) followed a defined protocol for the 2022 pXRF study that included warming up the instrument for 15 minutes, doing a system calibration and performing checks on a CRM standard and a silica blank at the start and at regular intervals in the sampling routine. Soil and silt samples were scanned for 90 seconds with the factory pre-set “Geochemistry” mode. These samples were thoroughly dried prior to scanning to prevent signal interference due to moisture. The rock samples were scanned for 60 seconds with the factory pre-set “Mining” mode. Each rock sample was scanned three times by the “1host-2mineralization-3alteration” convention to obtain an average reading. Readings were exported to an Excel worksheet at the end of each daily session and matched to their GPS location. Errors were corrected immediately, and samples that returned values that appeared suspect were re-scanned. For the dataset, any values below detection level were assigned a value equal to half detection level.

Author Statement

Based on his review of the sample preparation, analyses and security procedures followed by the Issuer during the performance of the 2018 to 2022 exploration and drilling programs on the Property, Mr. Huber considers these procedures to be adequate according to currently accepted industry standards.

Data Verification

The Authors have reviewed and evaluated the data provided by the Issuer as well as publicly available assessment reports by previous workers on or in the vicinity of the current Property. The Authors have taken reasonable steps to verify this information where possible as discussed below.

(8) MINERAL PROCESSING AND METALLURGICAL TESTING

To the extent known, no Mineral Processing or Metallurgical Engineering studies have been carried out on the Property.

(9) MINERAL RESOURCE AND MINERAL RESERVE ESTIMATES

Mineral Resource Estimates

To the extent known, no Mineral Resource Estimates have been carried out on the Property.

Mineral Reserve Estimates

The Property is not an “advanced property” as that term is defined by NI 43-101. Therefore, Mineral Reserve Estimates are not discussed in the Technical Report.

(10) MINING OPERATIONS

The Property is not an “advanced property” as that term is defined by NI 43-101. Therefore, Mining Methods are not discussed in the Technical Report.

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(11) PROCESSING AND RECOVERY OPERATIONS

The Property is not an “advanced property” as that term is defined by NI 43-101. Therefore, Recovery Methods are not discussed in the Technical Report.

(12) INFRASTRUCTURE, PERMITTING AND COMPLIANCE ACTIVITIES

Many exploration projects in Yukon face major challenges due to lack of basic infrastructure. In contrast, the Property is located adjacent to and benefits from the all-season access Nahanni Range Road which provides excellent access. Watson Lake, located approximately 250 kilometres from the Property, offers a wide range of services including equipment, supplies and labour. Easy access to the Property and its proximity to a service center clearly improve the project's logistics and relative cost of exploration work.

Permitting may often cause delays to exploration projects. The Golden Culvert sub-block has been approved for a Class 3 Quartz Mining Land Use Permit effective until November 14, 2026 that allows for a camp, access roads, trenching, diamond drilling and bulk sampling to be undertaken immediately. For the time being, the Rubus, Little Hyland North and Little Hyland South sub-blocks, and WIN block can be operated under Class 1 Notifications. However, activities allowed under Class 1, especially trenching and drilling, are limited so eventually these claim blocks will have to be permitted under a second Class 3 operating licence. This second Class 3 permit will closely follow the Golden Culvert permit, and all things being equal, no major delays are expected in the approval process.

(13) CAPITAL AND OPERATING COSTS

The Property is not an “advanced property” as that term is defined by NI 43-101. Therefore, Capital and Operating Costs are not discussed in the Technical Report.

(14) EXPLORATION, DEVELOPMENT, AND PRODUCTION

Further work on the Property is strongly recommended with a focus on evaluating the Property in terms of the RIRGS-type model. This type of mineralization has already been identified on the WIN block thus it is recommended that ground exploration should focus on these claims. To evaluate the rest of the Property, it is recommended that an airborne magnetic survey be flown over the Property to identify possible buried intrusions and define linear geological structures that may represent major faults or fold axes. Buried, intact rather than exposed, eroded intrusions should be more prospective targets given that RIRGS-type mineralization tends to concentrate near the carapaces at the top of plutons.

Specifically, a first phase of exploration is proposed consisting of: a) 1,150 line-km QMAGt SQUID (superconducting quantum interference device) airborne survey to be flown over the entire Property with flight lines spaced at 100m, b) up to 2,000 soil samples to be collected on the WIN block and Little Hyland South sub-block from both ridge-and-spur reconnaissance traverses with 50m sample stations and small grids with 50m sample stations on lines spaced 100m apart, c) and up to 56 man-days of further prospecting, rock sampling and geological mapping over all showings other than the Golden Culvert Main showing. The estimated cost of the first phase including 10% contingency is $550,000 as detailed in Table 12. Two weeks are allowed for the soil survey and two weeks for the prospecting and mapping. These costs assume that a helicopter will be available in the area at a casual rate with no daily minimums. It is assumed that the prospecting and sampling will be done only after reception of the soil geochemical results and the soil survey will be done only after reception of the airborne survey data.

A second phase of 2,000m of diamond drilling is also recommended contingent upon positive results from the first phase. The cost estimate for drilling is $1.2M including roughly 10% contingency. As part of this drill program, it is recommended that all the previously reported gold intervals be resampled by 50-gram Fire assay, gravimetric finish to resolve the repeatability issue mentioned in the Verification section of the Technical Report.

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Table 12: Cost estimate for two phase exploration program

Item	No.		Rate		Costs	Subtotals	~10% Cont.	Totals
Phase I
Airborne Geophysics
QMAGt SQUID survey	1,150	km @	$142	per km	$163,300
Mob/Demob	1	item @	$15,000	per item	$15,000
						$178,300	$17,700	$196,000
Soil Geochemistry
Senior Geologist (GIS Setup)	2	days @	$1,000	per man-day	$2,000
Senior Tech (1)	14	days @	$700	per man-day	$9,800
Junior Techs (3)	42	days @	$615	per man-day	$25,830
Camp Expenses	56	days @	$200	per man-day	$11,200
Supplies	1	total @	$1,220	per total	$1,220
Truck + Fuel	14	days @	$300	per day	$4,200
Helicopter + Fuel	20	hours @	$2,300	per hour	$46,000
Sat phone or Spot Locator	14	days @	$25	per day	$350
VHF-FM radios (5)	56	days @	$10	per man-day	$560
Field computers (5)	56	days @	$15	per man-day	$840
Soil analyses	2,000	samples @	$42	per sample	$84,000
Bags, tags =, flagging etc.	2,000	total @	$3	per total	$6,000
Report + GIS	7	days @	$1,000	per man-day	$7,000
						$199,000	$19,900	$218,900
Prospecting & mapping
Senior Geologist (GIS Setup)	2	days @	$1,000	per man-day	$2,000
Senior Geologist (Field)	14	days @	$1,000	per man-day	$14,000
Senior Tech (1)	14	days @	$700	per man-day	$9,800
Junior Techs (2)	28	days @	$615	per man-day	$17,220
Camp Expenses	56	days @	$200	per man-day	$11,200
Supplies	1	total @	$1,180	per total	$1,180
Truck + Fuel	14	days @	$300	per day	$4,200
Helicopter + Fuel	20	hours @	$2,300	per hour	$46,000
Sat phone or Spot Locator	14	days @	$25	per day	$350
VHF-FM radios (5)	56	days @	$10	per man-day	$560
Field computers (5)	56	days @	$15	per man-day	$840
pXRF	14	days @	$125	per day	$1,750
Rock analyses	200	samples @	$50	per sample	$10,000
Bags, tags, flagging etc.	200	total @	$3	per total	$600
Report + GIS	3	days @	$1,000	per man-day	$3,000
						$122,700	$12,400	$134,970
Total Phase I						$500,000	$50,000	$550,000

Phase II - Drilling
NQ core	2,000	m @	$546	per m	$1,092,000

Total Phase II						$1,092,000	$108,000	$1,200,000

APPENDIX “2” TO SCHEDULE “G”

INFORMATION CONCERNING MCINTYRE BROOK PROPERTY

CURRENT TECHNICAL REPORT

The current report is titled “43-101F Report The McIntyre Brook Property Northwestern New Brunswick Restigouche County NTS 210/07, 10”, with an effective date of September 1, 2024 (the “McIntyre Brook Technical Report”). The McIntyre Brook Technical Report was published by Géon Ltée, Montreal, Quebec and its author is Michel Boily, PHD., P. Geo. (the “Author”).

Full references and definitions for all references to earlier publications made, and terms capitalized, in the following, but not defined in this Circular, may be found in the McIntyre Brook Technical Report

PROJECT DESCRIPTION, LOCATION AND ACCESS

2.1 - Property Description and Location

The McIntyre Brook property (the “McIntyre Property”) is located in northwestern New Brunswick and comprised within NTS sheets 2107 and 21010, respectively (Figure 1). The McIntyre Property is constituted of 32 contiguous claims (508 units) inside the Restigouche County (Table 1) and currently owned by several individuals or companies with which Stratabound Minerals Corp. (now Lode Gold resources inc.) signed exploration agreements (See Appendix 1). The claims comprise of 32 tenures distributed in 508 units claims and cover an area of 11,033 ha or 110.33 km². The center of the McIntyre Property is located approximately at UTM coordinates 672300 mE and 5264230 mN (NAD83; Zone 19N) or 47°.509 Lat. N and - 66.712 Long. W. The southern edge of the McIntyre Property is located 2.76 km from the Mount Carleton Wildlife Management Area. Provincial Road 108 runs through the center of the McIntyre Property for 15 km in an EW direction. San Quentin (pop. 2,141) is the nearest village from the McIntyre Property situated 52 km to the west. Grand Falls (pop. 5,220) and Edmunston (pop. 16,437) are the nearest significant center of population located 95 and 125 km respectively as crows fly.

To obtain the right of exploration, Stratabound Minerals Ltd. (now Lode Gold Resources inc.) signed agreements with individuals or companies who own the Mining Rights on certain claims forming the McIntyre property (the “McIntyre Brook Option Agreements”). In connection with the Investment Agreement, the agreements were amended and assigned to Acadian. Crownland occupies nearly 99% of the McIntyre Property. There are no aboriginal rights on the McIntyre Property. Pursuant to the New Brunswick Mining Act, Lode Gold Resources inc. is required as a mineral claim holder to provide all landowners with notification of the registration of a mineral claim.

Upon completion of the anniversary payments under the McIntyre Brook Option Agreements, certain claim groups are subject to a 2% NSR royalty, including the McIntyre Brook, McIntyre-Moose Brook, Gold Brook, Tardif Brook, Tardif Lake South, Ramsay Brook (with the exception of two claims which are subject to a 1% NSR), Ramsay Brook Central, Ramsay Brook Cobalt, Ramsay Portage and Ramsay Brook Cobalt East claim groups. Acadian has the option to re-purchase 1% (one-half of the 2% NSR royalty) of each of the NSR royalties for $1,000,000 per claim group and in some instances

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increments of $500,000 per 0.50% NSR royalty. With respect to the claim with a 1% NSR royalty, Acadian may repurchase the entire 1% NSR royalty. With respect to the Tardif Brook NSR, Acadian may also purchase the entire 2% NSR royalty for $2,000,000.

For further information regarding the McIntyre Brook Option Agreements and the NSR royalties see Schedule "A" attached hereto.

According to the New Brunswick government records, no part of the land covered by the McIntyre Property is a park or mineral reserve. The McIntyre Property is devoid of royalties, back in rights, payments, or other encumbrances. The issuer currently does hold 13 claims (tenures) of the McIntyre Property. The latter is not subject to environmental liabilities except for those specified in the Mining Act of New Brunswick (Chap. M-14.1). Mining exploration is currently permitted on the entire surface.

There are no other significant factors and risks that may adversely affect access, title, or the right or ability to perform work on the McIntyre Property. The author is unaware of environmental liabilities, public hazards or other significant factors and risks that may affect access, title, or Lode Gold Resources inc. right or ability to perform the exploration work required to advance the McIntyre Property.

Table 1. List of claims forming the McIntyre Brook property, Restigouche County, New Brunswick.

Transt Number	Owner	Expiry Date	Agreement Name	VTS (km)	Area (km2)	Area (lbs)	Agreement Name	Visto
1001	11717 STRAIABOOND MINEKALA CORP. 100%	11/10/2014	Gold Brook	21.0107	1.00	100	Gold Brook	0
6090	11717 STRAIABOOND MINEKALA CORP. 100%	8/27/2021	McIntyre Brook	21.0110	1.27	327	McIntyre O'Neil	11
7817	12114 ART SABELTON 100%	9/20/2014	Ramsay Brook Cobalt	21.0110	1.01	101	Ramsay Brook Cobalt	18
8099	11717 STRAIABOOND MINEKALA CORP. 100%	3/11/2021	Ramsay Brook Cobalt	21.0110	1.31	131	Ramsay Brook Cobalt East	0
8384	1006 MICHAEL TAYLOR 100%	9/27/2014	Rutnap Lakes	21.0107	10.71	1071	Ramsay Brook	10
8511	11717 STRAIABOOND MINEKALA CORP. 100%	12/22/2014	McIntyre Brook	21.0110	1.31	131	Laven McIntyre	0
8519	11006 MICHAEL TAYLOR 100%	1/8/2015	Ramsay Brook Ponds	21.0110	2.10	310	Ramsay Brook	10
8549	11717 STRAIABOOND MINEKALA CORP. 100%	1/14/2021	Kawamianka & McIntyre Brook	21.0107	1.01	101	Kawamianka & McIntyre Brook	10
8812	11210 DAVID O'NEIL 100%	2/13/2021	Tardiff Brook	21.0110	1.31	131	Tardiff Brook	0
8847	13410 THE LAYOR 100%	12/3/2014	Laven McIntyre	21.0107	12.00	1200	Laven McIntyre	10
8852	11210 DAVID O'NEIL 100%	12/7/2014	Tardiff Brook	21.0107	12.00	1200	Tardiff Brook	15
8878	11210 DAVID O'NEIL 100%	12/19/2014	Tardiff Brook	22.0110	0.87	87	Tardiff Brook	0
9317	11717 STRAIABOOND MINEKALA CORP. 100%	12/29/2014	None naked	21.0110	1.01	343	None naked	21
9406	11717 STRAIABOOND MINEKALA CORP. 100%	1/21/2021	Gross Gatch	21.0110	1.21	321	Gross Gatch	24
9407	11717 STRAIABOOND MINEKALA CORP. 100%	1/21/2021	Ramsay Portage	21.0110	2.40	240	Ramsay Portage	11
9408	11210 DAVID O'NEIL 100%	1/21/2021	Tardiff Lake Gatch	21.0107	2.18	218	Tardiff Lake Gatch	10
9489	16021 ALVIN O'NEIL 100%	4/28/2021	Tardiff Brook	21.0110	4.30	430	Tardiff Brook	20
9490	11717 STRAIABOOND MINEKALA CORP. 100%	5/8/2015	Ramsay Portage	21.0110	1.00	100	Ramsay Portage	7
9500	11717 STRAIABOOND MINEKALA CORP. 100%	5/8/2015	Ramsay Portage	21.0107	7.00	700	Ramsay Portage	27
9531	11210 DAVID O'NEIL 100%	8/29/2021	Tardiff Brook	21.0110	1.74	174	Tardiff Brook	0
9553	11210 DAVID O'NEIL 100%	9/20/2021	Tardiff Brook	21.0110	7.05	705	Tardiff Brook	10
9640	14041 BARRY HAGNEY 100%	8/18/2021	Ramsay Brook Coastal	21.0107	1.75	175	Ramsay Brook Coastal	7
9743	14713 SLAIR EXPLORATION LTD 100%	11/11/2014	Ramsay Brook	21.0107	0.87	87	Ramsay Brook	0
9744	11717 STRAIABOOND MINEKALA CORP. 100%	11/12/2014	Ramsay Brook Cobalt East	22.0110	0.21	22	Ramsay Brook Cobalt East	1
10006	14713 SLAIR EXPLORATION LTD 100%	4/5/2021	Ramsay Brook	21.0110	0.81	481	Ramsay Brook	43
10007	14713 SLAIR EXPLORATION LTD 100%	4/5/2021	Ramsay Brook	21.0110	0.87	87	Ramsay Brook	4
10008	14713 SLAIR EXPLORATION LTD 100%	4/5/2021	Ramsay Brook	21.0110	0.22	22	Ramsay Brook	1
10011	11717 STRAIABOOND MINEKALA CORP. 100%	4/8/2021	Ramsay Portage	21.0107	4.09	409	Ramsay Portage	20
10014	11717 STRAIABOOND MINEKALA CORP. 100%	4/8/2021	Ramsay Portage	21.0107	2.18	218	Ramsay Portage	10
10109	14713 SLAIR EXPLORATION LTD 100%	1/28/2021	Ramsay Brook	21.0110	1.74	174	Ramsay Brook	0
10330	14713 SLAIR EXPLORATION LTD 100%	1/28/2021	Ramsay Brook	21.0110	2.90	240	Ramsay Brook	11

Figure 1. Claim map of the McIntyre Brook property, Restigouche County, Northwestern New Brunswick.

2.3 - Accessibility

Access to the McIntyre Property from Edmunston, NB is primarily via the Trans Canadian Highway (NB-2E) traveling southeast for 43 km to the village of St- Leonard where we connect with provincial road 17 leading to the village of St- Quentin, 62 km to the northeast. From St-Quentin one must travel for 52 km directly west on provincial road 180 until reaching the center of the McIntyre Property. There are numerous forestry roads in good condition leading to all corners of the McIntyre Property including all historical showings sites.

3. HISTORY

1964 - Smyth. C. Trenching and blasting. One assay yielded 2.76% Cu, 1.25% Pb, 0.45% Zn. Report 470912.
1970 - Teck-New Jersey Zinc. 5 trenches dug to investigate the source of several conductors. Report 471892.
1979 - Smith M. Line cutting, geochemical soil survey, magnetometer and VLF survey. 4 DDHs, with best assay values of 350 ppm Cu and Pb with 300 ppm Zn. Report 472485.
1984 - C.i.P.R property. Report 473044.
1987 - Lacana Mining VLF-EM and proton magnetometer surveys. Prospecting. 3 DDHs totaling 519 m. Report 473372.
1992 - Ramsey Brook property. VLF geophysical survey, prospecting. A grab sample assayed 5.77% Cu. Report 474223.
1987 - The NTS sheet 210/10 was covered in 1986 by a regional stream sediment (report #1211) and till sampling programs by the GSC. Report 87-47.
1987 - Road to Resources. Soil sampling. Report 473443.

1990 - Willett, C. A. VLF survey and soil sampling. Report 473845.

1990 - Willett, C. A. Soil survey. Report 473945.

1991 - Tililicum Resources Ltd. 128 pits, collection of 3943 soil (B Horizon) and 51 rock samples in order to find main the source of a 1987 anomalous gold till samples yielding up to 678 ppb Au. Best soil sampling results : 10 to 210 ppb near major faults. Reports 473730 and 474046.

1993-1994 - Smith, R. and Roy, A. Three trenches were dug. One trench is called the Malachite zone. Highest soil value in that trench was 278 ppm Cu, 20 ppm Pb and 118 ppm Zn. Another yielded a rock sample with a value of 1.07 % Cu and 35 ppb Au. The third trench yielded a sample having 1014 ppm Cu. Report 474484.

1995 - Roy, A., Smith, R. Line cutting, soil sampling, prospecting, VLF-EM and magnetometer surveys. Report 474651.

1997 - Log House Construction Ltd. Soil sampling, ground magnetometer and VLF surveys. A vertical drill hole gave an assay of 0.60 % Cu over 1.54 m. Report 474651.

1999 - Log House Construction Ltd. Hand dug trenches, prospecting and VLF survey. Report 475275.

2000 - Phelps Dodge Corp. Stream sediment sampling with two main Cu anomalies reported, prospecting and mapping, rock sampling. Report 475382.

2001 - Phelps Dodge Corp. Proton magnetometer survey and VLF-EM survey. Report 475403.

2001 - Smith, R. Grab rock samples yielded up to 14405 ppm Cu and 7330 ppb Au from the Big Pit showing. Report 475495.

2002 - Log House Construction Ltd. Trenching and soil sampling. Grab sample assay values up to 6.5% Cu. A high value of 1.6 g/t Au with 1294 ppm Cu was obtained in one soil sample. Report 475582.

2005 - Coats Claims Group. Soil and rock sampling, prospecting. Report 475671.

2005 - Puma Exploration. Big Pit showing. Best result of 7.31 g/t Au. Report 475752.

2005 - Puma Exploration. Trenching, rock and soil geochemistry were reported from the Big Pit showing. Report 475963.

2005 - David O'Neil. Discovery of two gold values from outcrops and subcrops: 2.15 g/t and 2.30 g/t Au. B-horizon soil sampling program. Report 476148.

2006 - Log House Construction Ltd. Prospecting and rock sampling with 4 of the 5 samples containing > 1% Cu. Report 476169.

2006 - Smith R. Soil and trench sampling. Grab samples from the trench bottom. One sample gave a concentration of 9.53 g/t Au. Rock samples from mineralized hematite +/- quartz carbonate zone yielded up to 10.41 g/t Au. Reports 476170 and 475609.

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2006 - David O'Neil. 0.5 km2 B-horizon soil grid showing numerous anomalous sample values > 0.012 ppm. Re-assaying of grab sample pulps from one area returned 33 g/t Au, 18.85 g/t Au, 3.5 g/t Au with significant silver contents. Blue Note Mining completed a B-horizon soil sampling survey and reconnaissance prospecting. Report 476251.

2006 - Ferguson Brook Group. Soil Sampling (B-Horizon) and trenching. The soil survey outlined a weak 10-32 ppb Au anomaly, and the trenching exhibited a silicified zone. Report 476322.

2007 - Log House Construction Ltd. Trenching and soil sampling. The soil survey defined a number of anomalous base metal values, such as 3751 ppm Cu, 758 ppm Pb and 1238 ppm Zn. Three rock samples were collected all assaying > 1% Cu. Report 476466.

2007 - Blue Note Mining. iP survey. Trenching program totaling 11 trenches and 793 m. Subsequent VLF-Mag and dipole-dipole iP surveys. Report 476425.

2008 - Blue Note Mining. Drilling program totaling 24 holes totaling 2474.4 m. One hole intercepted 28 m @ 0.91 g/t Au, including 1 m @ 5.44 g/t Au. Another hole intercepted 2.8 m @ 11.16 g/t Au, including 0.5 m @ 24.1 g/t Au. Report 476759.

2009 - Explor Resources inc. Max-Min Geophysical Survey on the Moose Brook property. Report 476761.

2009 - Explor Resources inc. Reconnaissance geological mapping, stream sediment survey, the latter returning significant gold values ranging up to 195 ppb. Report 476846.

2010 - Blue Note Mining inc. Till survey. Anomalous gold and lead values with up to 356 ppb Au and 119 ppb Pb. Report 476869.

2010 - Blue Note Mining inc. Prospecting, reconnaissance geological mapping, till geochemical surveys. Report 476870.

2010 - Blue Note Mining inc. Grid establishment. Ground magnetometer and VLF surveys, iP survey on a single line. Geological mapping on selected lines. Report 476990.

2009 - Blue Note Mining. Till survey on known William Brook gold occurrences. Anomalous area with samples providing values of 356, 57 and 101 ppb Au. Prospecting and float sampling. B-horizon soil survey. Report 477000.

2009 - Blue Note Mining. Trenching and drilling programs totaling 945 m (12 DDHs). Report 477147.

2008-2010 - Explor Resources inc. Ground magnetometer and VLF surveys, soil sampling surveys, Max-Min HLEM survey, iP survey. Geological mapping. Report 476169.

2011 - O'Neill D. Float samples containing hematite-magnetite and quartz with gold values up to 41.5 g/t. Trenching cut an east-west striking shear zone. Shear zone containing quartz-hematite, magnetite and siderite-rich rocks with grab samples providing Au values between 393 and 43100 ppb Au. Report 477405.

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2011 - Geovencap. Mag-VLF and induced polarization survey. Trenching and 10 kg till samples collected. Report 477457.

2011 - Blue Note Mining inc. Soil geochemical surveys. Local anomalies were identified including up to 63 ppb Au. Report 477001.

2012 - Explor Resources inc.. Four DDHs intersecting Cu and Au anomalous values. Report 477205.

2012 - Group 5964 McCormack. Rock sampling. Report 477239.

2012 - Moose Brook North property. Soil sampling. Report 477293.

2012 - Blue Note Mining inc. Prospecting identified float samples of angular quartz producing concentrations of 2.76 g/t, 4.64 g/t and 40.5 g/t Au. Check sampling and assay re-runs returned erratic gold values with fire assay values averaging 40.5 g/t Au but ranging from < 0.02 g/t to 74.7 g/t Au. iP, magnetometer and VLF-EM surveys. The former detected a NE-trending chargeability anomaly. B-horizon soil geochemical survey identified elevated values of Ag and As. Report 477310.

2013 - Hachey, B.J. Soil sampling. Report 477383.

2012 - O'Neill D. Soil sampling. Report 477333.

2013 - 8100896 Canada inc. Geological mapping, prospecting, soil geochemical survey and trenching, Six trenches were dug and a significant alteration zone showing quartz veins, and rusty spots was identified, coinciding with an iP anomaly. Rock samples from the trenches gave best gold values: of 1.02, 7.33 and 3.23 g/t. Report 477420.

2014 - O'Neil, D. Prospecting and soil sampling. Anomalous gold values in soil samples ranged up to 12 ppb. Report 477753.

2014 - 8100896 Canada inc. Ridge and spurs soil (colluvium) on William Brook south and William Brook Extension providing results from <0.5 ppb Au and 30.2 ppb Au. Prospecting and collecting of float and grab rock samples in old trenches providing a highest gold value of 4.23 g/t Au from a quartz vein. Report 477759.

2014 - Art Hamilton. Soil and iP surveys. Bulk till sampling with one sample yielding 170 ppb Au and returned 134 gold grains. Report 477811.

2014 - Hinterland Metals. Prospecting, reconnaissance ridge and spur soil geochemical sampling, trench grab sampling and a VLF-electromagnetic survey. 17 samples over the McIntyre zone returned values ranging from 7 to 162 ppb Au. Trench samples yielded five values greater than 1 g/t Au ranging from 2.14 g/t to 8.12 g/t Au. Report 477785.

2014 - O'Neil, D. Small magnetometer and VLF-EM survey on the Big Pit Fe-oxide Au occurrence, soil sampling with a best value of 131 ppb Au. Report 477619.

2018 - International Cobalt Corp. Heliborne electromagnetic and magnetic survey on the Ramsay property. 15 targets are listed for follow-up. Report 478457 and 478459.

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2019 - Moose Brook North. Rock sampling and soil sampling. Report 478692.

2020 - Stratabound Minerals inc. Rock sampling and mapping of the McIntyre Brook trenches with ten samples grading between 0.81 to 5.79 g/t Au., further confirming the gold potential identified in the previous campaigns. The gold mineralization is 7 to 10 meters wide composed of hematite, pyrite and lesser silica cemented breccia within, and around the contacts of vertically dipping intrusive dykes within argillic siltstone sedimentary host rocks. The drill results confirm that significant gold mineralization previously reported to occur in surface trenches along 300m of strike also extended at least to 80m below surface. Two drill holes totaling 261 m were completed approximately 50 meters apart along strike and under the previously sampled trenches. Both holes intercepted significant gold values near surface associated with hematite, pyrite and quartz mineralized fracture fill within an altered and variably brecciated felsic dyke intruded into argillitic sedimentary country rocks. One drillhole intercepted a zone of 2.0 m @ 5.73 g/t Au within a broader low-grade interval averaging 1.20 g/t Au gold over 20 m. Another drillhole intercepted 5.08 g/t Au over 1.0m within a broader low-grade interval of 0.84 g/t Au over 16.0m. Report 478885.

2021 - Moose Brook South. Rock and soil sampling. Report 478895.

2021 - Northeast Williams Brook Property. Geological mapping, prospecting and historical compilation. Report 478941.

2021 - international Cobalt Corp. Previous work allowed the discovery of cobalt, copper, silver and gold mineralization associated with structures within a large area of carbonate-alteration in sedimentary units. An induced Polarization survey indicates a zone of elevated chargeability occurring within this alteration zone. Four diamond drill holes were collared for a total of 1522 m. Significant intersections yielded: 316.45-317.2m with 0.23% Co, 0.53% Cu over 0.75m; 116.0-116.53m with 1.68% Co, 1.22% Ni over 0.53m and 192.45-192.77m with 0.14% Co, 1.81% Cu over 0.32m. Report 479026.

2021 - International Cobalt Corp. One diamond drill hole tested a strong iP anomaly associated with copper-cobalt and gold mineralization in crosscutting structures within carbonate-alteration zone in sedimentary units. Report 479030.

2022 - West Branch Portage Brook Claim. Soil survey. Report 479098.

2022 - Jerry Ferguson Brook Property, McIntyre Brook Property and Northeast Williams Brook Property. Soil sample survey (B Horizon). Report 479283.

2022 - Stratabound Minerals Corp. Soil sample survey (B Horizon). 137 soil samples were collected. Gold in soils appear to be weakly elevated proximal to the McIntyre Brook fault on the western part of the claims.

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4. GEOLOGICAL SETTING, MINERALIZATION AND DEPOSIT TYPES

4.1 - Geological Setting

4.1.1-The Appalachian Orogen of New Brunswick

The Appalachian Orogen of New Brunswick is divided into northeast-trending tectonostratigraphic zones (Figure 2). The Caledonia Zone is underlain by a Middle Proterozoic quartzite-carbonate sequence and a succession of Late Proterozoic volcanic and associated intrusive rocks. The St. Croix, Miramichi, and Elmtree zones contain volcanic assemblages with chemical signatures attributed to supra-subduction zone. The St. Croix Zone is characterized by Late Cambrian to Early Ordovician volcanic rocks and Early to Middle Ordovician shale and wacke. The Miramichi Zone comprises Early to Middle Ordovician volcanic rocks built upon a thick substratum of Cambrian turbidite. The Elmtree Zone is underlain by a Middle Ordovician ophiolitic suite. The Fredericton and Restigouche zones contain thick successions of calcareous and siliciclastic turbidite ranging from Late Ordovician to Early Devonian. The Mascarene and Tobique-Chaleur Zones are underlain by Silurian to Early Devonian volcanic rocks interbedded with shallow-marine to fluviatile sedimentary rocks. The volcanic rocks possess intraplate chemical signatures and probably erupted in transcurrent basins formed as a result of oblique continental convergence. The Maritimes Basin includes Late Devonian to Carboniferous fluviatile conglomerate and sandstone sequences, shallow-marine limestone and evaporite, lacustrine oil shale, and subaerial volcanic rocks.

4.1.2- Regional Geology of Northern New Brunswick

Northern New Brunswick, adjacent Quebec, and the state of Maine (USA) are underlain by two Cambrian to Middle Ordovician tectono-stratigraphic zones (Gander and Dunnage zones) and are unconformably overlain by Late Ordovician to Early Devonian cover sequences forming part of the northern Appalachians region. The Ordovician-Devonian rocks are divided from the northwest to the southeast into three tectono-stratigraphic zones: the Connecticut Valley-Gaspe Synchronium, the Aroostook-Perce Anticlinorium, and the Tobique-Chaleur zone (Bourque et al., 1995). The region is characterized by two major regional-scale structural breaks marking the boundaries of these tectono-stratigraphic zones: the Restigouche-Grand Pabos and the Rocky Brook-Millstream faults.

Figure 2. Tectonostratigraphic zones of the Appalachian Orogen of New Brunswick.

The western and central areas of New Brunswick consist of NNE to SSW-oriented subparallel tectonostratigraphic belts defined on the basis of their age, rock type, and tectonic history (Fyffe et al. 2008; Fyffe and Fricker 1987). The McIntyre Brook area is underlain by rocks of the Tobique-Chaleur Zone, which extends from the south shore of the Gaspe Peninsula in Quebec for approximately 250 km southwest, to the middle Paleozoic Matapedia Cover sequence (Wilson 2006). The Tobique-Chaleur Zone is divided into northern and southern parts by the Rocky Brook-Millstream Fault. North of this structure, the Zone contains sequences of Silurian clastic and carbonate sedimentary rocks, and felsic and mafic volcanic rocks, which are included in the Quinn Point, Dickie Cove, Petit Rocher, and Chaleur groups (Wilson and Kamo 2012). These sequences are overlain by Early Devonian mafic and felsic volcanic and sedimentary rocks of the Dalhousie Group (Walker and McCutcheon 1995; Wilson and Kamo 2012). Silurian rocks are largely absent south of the Rocky Brook-Millstream Fault, where the Tobique- Chaleur Zone instead is underlain mainly by Early Devonian volcanic and sedimentary rocks of the Tobique Group (Wilson, 1992; Walker and McCutcheon 1995).

4.1.3- Geology of the McIntyre Property

The majority of the lithological assemblages found within the McIntyre Brook property belong to the Early Devonian Tobique Group and Late Silurian Petit Rocher Group. The Tobique Group exposes volcanosedimentary assemblages belonging to the Wapske, Costigan Mountain and Greys Gulch formations. To the north, the Tobique Group is in structural contact along the Rocky Brook-Millstream fault with the Ordovician Matapedia and Miramichi groups, whereas the southeastern area is occupied by the volcanic rocks of the Ordovician California Lake and Tetagouche groups and the Miramichi Group metasediments (Figure 3).

Figure 3. Geological map of the McIntyre Property area, Restigouche County, New Brunswick. The localization of the main historical showings are reported on the map.

4.1.3.1 - The Ordovician Rock Units

The California Lake Group contains Lower to Middle Ordovician subalkaline volcanic rocks consisting of feldspar-quartz and feldspar porphyritic dacitic to rhyolitic volcanic rocks, minor tholeiitic pillow basalt, shale, and siltstone (Rogers et. al., 2003). The Matapedia Group consists of massive and laminated argillaceous limestone, and interbedded calcareous shale and medium-grained calcareous sandstone and siltstone. The Miramichi Group includes deep-water, turbiditic, interbedded slate and quartzite deposited during the Cambrian. Grey slate and quartzite with some laminated siltstone also occur throughout the stratigraphic column. The top unit of the group include black slate with minor dark grey quartzite and dark grey greywacke containing exotic felsic volcanic detritus. The lower part of the Tetagouche Group is composed of a sequence of alternating Cambrian to Lower Ordovician quartzites and semipelites deposited on a continental margin. The sequence is locally conformably overlain by calcareous phyllites. The Middle Ordovician upper Tetagouche Group is composed of felsic volcanic rocks and overlying mafic volcanic rocks intercalated with hematitic and manganiferous slates and cherts. The volcanic sequence is covered by graywackes containing debris from the underlying volcanic rocks.

4.1.3.2 - The Early Devonian Tobique Group

4.1.3.2.1 - The Costigan Mountain Formation

The Costigan Mountain Formation constitutes the lowermost strata of the Tobique Group lying in faulted unconformity against Cambro-Ordovician rocks of the Miramichi Anticlinorium. The Early Devonian Costigan Mountain Formation comprises near $3000\mathrm{m}$ of felsic volcanic rock consisting of pink, light grey, or light green quartz-feldspar porphyry, rhyolitic ash-flow tuff, lapilli tuff and breccia, and flow-layered rhyolite. The felsic volcanic rocks are intercalated with marine shale, siltstone, and quartzose to lithic sandstone, and subordinate mafic volcanic rocks. Commonly, the lower part of the formation is dominated by mafic volcanic and marine sedimentary rocks, and the upper part, by felsic

volcanic and very minor sedimentary rocks. The strata strike roughly north-south and dip moderately (45°) to the west (Wilson 1990; Walker, 2005).

4.1.3.2.2 - The Greys Gulch Formation

The Greys Gulch Formation is divided into a lower sedimentary member and an upper volcanic member. Sedimentary rocks are brick red to maroon in color. They are formed by non-calcareous, parallel, wave or current-ripple laminated, fine-grained feldspathic to arkosic sandstone intercalated with minor cross-laminated, quartzose. Feldspathic siltstone, fine- to medium-grained sandstone, shale and polymictic conglomerate are locally intercalated with the arkosic sandstone (Wilson, 2013). Mafic volcanic rocks are interbedded with the sedimentary rocks near the Rocky Brook - Millstream Fault. The mafic flows are locally amygdaloidal, very fine-grained basaltic and rarely andesitic in composition. In the area of the Malachite and Ramsey-Pitre showings, exposures of the Greys Gulch Formation are dominated by fine-grained, red to greyish red and greyish green, micaceous feldspathic sandstone, siltstone, and mudstone. Mafic and felsic volcanic rocks occur in the upper part of the Greys Gulch Formation but not in the immediate vicinity of the Ramsay-Pitre and Malachite occurrences. The Wapske Formation gradationally overlies the Greys Gulch Formation to the southwest of the showings and is mainly composed of grey to greyish green siltstone and micaceous quartzose to locally feldspathic sandstone (Walker and Clark, 2009).

4.1.3.2.3 - The Wapske Formation Sedimentary Rocks

Sedimentary Rocks

Sedimentary rocks of the Wapske Formation comprise grey to green, thin- to medium- bedded and fine- to medium-grained sandstone, slaty siltstone, minor volcaniclastic sediment and quartz-pebble conglomerate. Massive layers of thick-bedded sandstone or siltstone are locally present. Bedforms comprise graded, parallel-laminated and local cross-laminated beds. Fossiliferous beds are common representing a benthic assemblage deposited at depth < 200 m (Wilson, 1992).

Mafic Volcanic Rocks

Mafic volcanic rocks comprise massive to pillowed, commonly vesicular, or rarely porphyritic and local hyaloclastite and basaltic tuff. Textures of massive and pillowed basalt are most commonly intergranular. Basalts display a mineralogy characterized by albitized plagioclase laths (50-80%), chlorite (10-25%) and Fe-Ti oxides (up to 20%) with minor calcite, titanite (sphene) and locally epidote. Clinopyroxene (augite) is present in amounts up to 40% in places, but is rarely preserved, having been altered to chlorite, titanite, oxides and/or epidote. Plagioclase phenocrysts, when present, rarely exceed 15%, and may be up to 1 cm in size. Mafic fragmental rocks consist of lapilli tuff and hyaloclastite. Basaltic tuff typically contains fragments of scoria that are irregular to lenticular in shape. Pillow structures, spilitic mineralogy hyaloclastic textures and local palagonitic alteration are all characteristic of subaqueous deposition.

Felsic Volcanic Rocks

Felsic volcanic rocks are rhyolitic (> 70% SiO2). The are commonly dark grey to green in color, massive to flow-banded, aphyric to feldspar-phyric and locally vesicular. Felsic volcanic rocks display several textures such as glassy, perlitic and spherulitic. Some are devitrified and fragmental. Microbrecciated

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rhyolites are observed locally and are spatially related to the glassy rhyolites. Perlitic and spherulitic rhyolites commonly display chloritic or sericitic alteration. The rhyolite contains 15% euhedral to subhedral K-feldspar phenocrysts rarely exceeding 3 mm in size. Sericitization commonly affect the felsic rocks totally replacing potassium feldspar in some cases. Massive to flow-banded, perlitic or devitrified rhyolites locally transition from a zone of brecciation into a finely brecciated rock showing angular fragments in a vitric matrix of finely granulated felsitic material. The fragments and groundmass are moderately to extensively sericitized or chloritized. Medium- to coarse-grained chloritized volcaniclastic rocks containing clasts of perlitic, spherulitic or banded rhyolite overlie units of microbrecciated rocks. These volcaniclastic rocks are also locally intercalated with siltstone or sandstone beds. Pyroclastic rocks forming vitric-crystal, vitric-lithic, and pumiceous vitric lapilli tuffs are found with all felsic suites but are least important volumetrically. Pyroclastic rocks include polymict lithic fragments in a vitric groundmass of bubble-wall shards and spicules. The pyroclasts are pumice lapillis, crystals or crystal fragments. Feldspar crystals are present with accessory lithic clasts including fragments of perlitic, spherulitic, or flow-banded rhyolite derived from underlying lava flows.

Intrusive Rocks

Plutonic rocks in northern and central New Brunswick comprise Early Paleozoic (Early-Middle Ordovician) foliated granites and much less abundant gabbros that are co-magmatic with volcanic rocks of the Popelogan Arc and Tetagouche Backarc Basin, and Middle Paleozoic generally unfoliated felsic to mafic intrusions ranging in age from Late Silurian to Late Devonian.

Local outcrops of feldspar-rich rocks may form shallow plutonic equivalents of some felsic extrusive rocks. There are two assemblages of mafic intrusive rocks. One suite may be contemporaneous with volcanic activity and could represent feeders for the mafic extrusive rocks, whereas a later suite includes post-Acadian dykes and small stocks.

Structure and Metamorphism

Volcanic rocks in the McIntyre Brook area are oriented NE-SW to NNE-SSW parallel the regional orientation of the Tobique Zone. The volcanic assemblage is younger toward the west and dips to the west away from the fault contact with the Miramichi Terrane. Sedimentary rocks locally reveal open to close folds, with the large competent felsic volcanic suites being relatively unaffected. Most sedimentary rocks, and some mafic volcanic rocks, are affected by a penetrative cleavage axial planar to folds and parallel to the regional strike. Five major faults cut through the McIntyre Property with a general NE-SW trends offsetting the various volcano sedimentary units in the McIntyre Brook area. From the north to the south are the: Nine Mile Brook, Rocky Brook Millstream, unnamed fault, McKormack Brook and Ramsay Brook faults.

The Wapske Formation is characterized by a sub greenschist metamorphic grade. The basaltic rocks display an albite = chlorite + calcite + epidote + titanite = pumpellyite + prehnite mineral paragenesis. Sedimentary and felsic volcanic rocks normally contain only sericite and chlorite as secondary minerals.

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4.1.3.3 - The Petit Rocher Group

The Late Silurian Petit Rocher Group records a transgressive sequence of mainly coarse-grained, shallow water to terrestrial sedimentary rocks overlain by limestone and associated calcareous sedimentary rocks and marine siliciclastic rocks.

4.2 - Mineralization

4.2.1 - Moose Brook and Inlet Brook Showings

The Moose Brook showing reveals disseminated Cu mineralization < 15 m wide in altered sedimentary rocks adjacent to a felsic intrusion. The showing is a minor occurrence but one of the rock grab samples returned greater than 1% Cu. One drill hole intersected Cu mineralization in a thick low-grade zone of brecciated to rhyolite with hematite and magnetite containing scattered sulphide mineralization, and a minor gold value of 0.29 g/t in a 6.95 m thick zone. This hole also intersected 2m of 1.18 g/t Au, from 246m in a quartz/calcite vein. Other drilled zones revealed anomalous Cu and Zn concentrations. The copper zones are hosted in sulphide-rich chloritized sediments. The zinc zone is hosted in a rhyolite.

4.2.2 - McIntyre Brook Showing

The McIntyre Brook showing is characterized by gold mineralization associated with pyrite +/- hematite in quartz-carbonate veins. This occurrence is hosted by sedimentary rocks of Wapske Formation close to a sequence of basalt flows of the Greys Gulch Formation which host the Big Pit showing.

The showing exposes pieces of floats containing hematite-magnetite and quartz with Au content up to 41.5 g/t. A series of trenches cut a 10 m wide EW-striking shear zone containing quartz-hematite and magnetite + siderite, with grab samples ranging between 0.393 and 43.100 g/t Au. Stratabound Minerals Corp. reported drill results confirming the significant gold mineralization striking 300m from surface trenches extends to at least 80 m below surface. Two drillholes intercepted significant gold values near surface associated with hematite, pyrite and quartz mineralized fracture filling within an altered and variably brecciated felsic dyke intruded into argillitic sedimentary country rocks. One hole intercepted 5.73 g/t gold over 2.0 m between 68.0m and 70.0 m within a broader low-grade interval averaging 1.20 g/t gold over 20 m (57.0m and 77.0m down the hole). The other hole intercepted 5.08 g/t gold over 1.0 m (73.0 m and 74.0 m down the hole) within a broader low-grade interval of 0.84 g/t gold over 16.0 m between 65.0m and 81.0 m. The 2019 drill holes were set up expecting a northerly dip, but the results suggest the mineralizing structures, instead, dip to the south. The mineralization is hosted in brecciated felsic rocks, with hematite, quartz, carbonate, iron carbonate and feldspar. The assays suggest the mineralized zone is dominated by potassic feldspar (avg. >2% K), whereas further down hole outside the gold zone, there is high sodium (avg. >2% Na) suggesting albite alteration. The assays also show copper spiking up to 560 ppm in this high sodium/albite zone, hosted in sediments.

Aaron Bustard, form Department of Natural Resources and Energy Development, New Brunswick, Geological Survey Branch took photomicrographs of the 2019 Stratabound drill core showing gold nd/or electrum from 69.4m and 73.3m in one DDH, with pyrite, and veins of siderite, next to zones of hematite (extracted from lode Gold Resource, Press Release of June 3rd, 2024).

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4.2.3 - The Big Pit Showing

The Big Pit Cu-Au showing comprises Au-bearing chalcopyrite-hematite vein that strikes EW, dips north and intrudes layered mafic flows. Grab rock samples from the pit yielded up to 14405 ppm Cu and 7330 ppb Au and rock samples from mineralized hematite +/- quartz carbonate zone generated concentrations up to 10.41 g/t Au

4 short drill holes collared by Puma Exploration returned results up to 1.57 g/t Au over 2 m, whereas grab samples were collected from the bottom of the pit producing anomalous rock samples having 9.53 and 7.31 g/t g/t Au.

4.2.4 - The Ramsay-Pitre Showing

The host rocks are red to greyish green siltstone and fine-grained sandstone of the Greys Gulch Formation (Figure 4). The host sedimentary rocks are affected by a pervasive sodic-calcic metasomatism that has resulted in albitization and carbonate development extending well beyond the dykes. Trenching in the showing area uncovered narrow (<10 m), relatively unaltered, fine-grained mafic intrusions as well as orange-weathering rocks with pyrite chalcopyrite mineralization. The highest reported assays ranged from 0.2% to 8.0% Cu from sulphide-bearing rocks recognized as weathered and altered aphyric to sparsely feldspar-phyric rhyolite flows which turned out to be carbonate-albite-altered sedimentary rocks. A Cu value of 8560 ppm was obtained from samples of carbonate- silica-altered 'rhyolite' and a concentration of 5.77% Cu was attained from a sample containing malachite and azurite. A black gossanous material on the McIntyre Property material assayed 29% Cu but contained no visible chalcopyrite. A grab samples assayed up to 3% Cu and 2620 ppb Au. The association of cobalt with mineralization at the Ramsay-Pitre occurrence was recognized when samples excavated from trenches formed a pink- weathering crust of erytherite (Co3(As04)2-8H20). Four diamond drill holes were collared for a total of 1522 m. Significant intersections yielded: 316.45-317.2m with 0.23% Co, 0.53% Cu over 0.75m; 116.0-116.53m with 1.68% Co, 1.22% Ni over 0.53m and 192.45-192.77m with 0.14% Co, 1.81% Cu over 0.32m.

Figure 4. Geology of the Ramsay-Pitre and Malachite showings, McIntyre Property, Rstigouche County, northern New Brunswick (after Walker and Clark, 2009).

Walker and Clark (2009) described the Big Bit and Ramsey-Pitre occurrences which are separated by $800\mathrm{m}$ , in similar terms of mineralization-alteration style suggesting they may be part of the same hydrothermal system. Two types of mineralization have been recognized: (1) proximal sulphide veins and veinlets dominated by pyrite with minor chalcopyrite, cobaltite, gersdorffite, arsenopyrite and sphalerite, which are prominent in the carbonate-altered sedimentary rocks adjacent to the gabbroic dykes and locally within the dykes; and (2) distal disseminated blebs of chalcopyrite, cobaltite, arsenopyrite, pyrite and iron oxides restricted to the sedimentary rocks.

The style of copper-cobalt-gold mineralization and alteration in the Ramsay Brook area shares many attributes of an iron Oxide-Copper-Gold (i0CG) system including continental rift-setting, proximity of major faults, widespread sodic-calcic metasomatism, and the Cu-Co-Au-Fe-oxide association.

4.2.5 - Malachite Showing

This occurrence is best described as mafic intrusion-related Cu-Co mineralization and may be an endmember of the i0CG class of deposits. Host rock are carbonate altered sedimentary rocks and gabbros. Mineralization occurs as veinlets and disseminations in the altered sedimentary rocks and the gabbro. induced Polarization surveys indicate a zone of elevated chargeability occurring within the alteration zone. Pyrite mineralization within an envelope of iron carbonate alteration indicates potential for i0CG-type deposits. Copper-cobalt and gold mineralization occur in crosscutting structures within the alteration zone.

Mineralization consists of $1 - 2\%$ disseminated chalcopyrite-pyrite-cobaltite. A high-grade breccia zone contains $3 - 5\%$ chalcopyrite as stringers and veinlets yielded up to $0.1\%$ Co and $0.6\%$ Cu. Drillholes collared by Montoro Resources generated a best assay value of $0.19\%$ Co and $0.2\%$ Cu over $3\mathrm{m}$ .

Mineralization has been intersected by trenching and drilling over a strike length of 1 km extending from surface to a depth of at least 70 m and remaining open along strike and at depth.

4.2.6 - Tardiff Brook Showing

Grab samples from outcrops and sub-crops exposing altered rhyolite assays up to 16.9 g/t Au, The gold mineralization is associated with strongly hematized (rusty) quartz veining and abundant specular hematite, with minor sulphide mineralization which may be structurally controlled by local faulting related to the Ramsay Brook and McIntyre Faults.

4.3 - Deposit Types

Although not definitive, a classification of the Cu-Co-Au mineralization within the McIntyre Property, principally the Ramsey Pit and Big Pit showings, may be attributed to the iron oxide deposit type. A Cu-Au (i0CG) mineralization may perhaps be corroborated from the Cu-Au mineralization in rhyolite and sediment exposed in the adjacent William Brook property (Puma Exploration) where the mineralized rocks are strongly limonitized (Fe-rich), sericitized and silicified and contain quartz veins and stockwork with malachite, chalcopyrite, galena, stibnite and valentinite (an antimony oxide) with silver.

Syn-deformational i0CG and related deposits in orogenic settings formed during regional tectonothermal events at mid- to shallow-crustal levels in generally brittle-ductile conditions. Provinces hosting orogenic i0CG deposits experienced tectonic switching from compression to extension, which was also commonly marked by regional bimodal magmatism. All major i0CG metallogenic provinces are characterized by the coincidence in space and time between pre-i0CG sedimentary ± volcanic basins and syn-i0CG intrusive ± volcanic regional magmatism (Groves et al., 2009; Williams et al., 2009). These intrusions are commonly alkaline to subalkaline, mixed mafic (even ultramafic) to felsic in composition.

The i0CG sensu stricto deposits are magmatic-hydrothermal deposits that contain economic Cu and Au grades, are structurally controlled, commonly contain significant volumes of breccia, are commonly associated with pre-sulfide sodic or sodic-calcic alteration, have alteration and/or brecciation zones on a large, commonly regional, scale relative to economic mineralization. i0CG deposits are characterized by paragenetically early Na ± Ca-rich hydrothermal alteration (generally in regional-scale zones), followed by combinations of Fe-, Ca- and K-rich minerals that preceded or accompanied Cu-Au mineralization. Volatile-bearing minerals (e.g. carbonate (C02), apatite (P), fluorite (F), barite (S04), tourmaline (B)) were deposited with the Cu-Au mineralization in almost all i0CG provinces. The i0CG mineral systems are characterized by an association of Cu and Au with highly elevated Fe (e.g. 15-60 wt. % Fe) in the form of abundant Fe oxides and/or Fe sulfides and/or Fe-rich silicates. The deposits exhibit distinctive enrichments of elements in the chalcophile-siderophile suite (Co, Ni, Bi, Se, Te) and/or elements in the LiLE-HFSE suite (REE, U, F, Ba, Mo), the ratios of which vary greatly between deposits and define a continuum. There is a correlation of these geochemical variations with the range of oxidation-reduction (redox) characteristics of the ore-related hydrothermal minerals, and also with the geological-tectonic settings.

Gold mineralization related to the McIntyre Brook property could also belong to the lode gold, or orogenic gold type. This type usually occurs in greenstone-hosted quartz-carbonate veins in a wide variety of host rock types; mafic and ultramafic volcanic rocks and competent iron-rich differentiated

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tholeiitic gabbroic sills and granitoid intrusions (e.g., TTG). Typically, there is a strong structural control of the gold deposits and orebodies at all scales. The morphology can be highly variable, including: 1) brittle faults to ductile shear zones, 2) extensional fractures, stockworks and breccias, and 3), fold hinges (Hodgson, 1989). The orebodies consist dominantly of altered host rock with disseminated mineralization or of fissure-filled mineralization. The gold-bearing shear zones and faults associated with this deposit type are mainly compressional and they commonly display a complex geometry with anastomosing and/or conjugate arrays (Robert and Poulsen, 2001).

Veins in orogenic gold deposits are dominated by quartz with subsidiary carbonate and sulphide minerals, and less abundantly, albite, chlorite, white mica, tourmaline, and scheelite. Carbonate minerals consist of calcite, dolomite and ankerite. Gold occurs in the veins and in adjacent wallrocks and is usually intimately associated with sulphide minerals, including pyrite, pyrrhotite, chalcopyrite, galena, sphalerite, and arsenopyrite. in volcano-plutonic settings, pyrite and pyrrhotite are the most common sulphide minerals in greenschist and amphibolite grade host rocks. The main alteration products of the wallrocks include: carbonate minerals (calcite, dolomite, ankerite), sulphide minerals

(pyrite, pyrrhotite or arsenopyrite), sericite, fuchsite, albite, chlorite and quartz. Lode gold deposits are spatially and genetically associated with second- and third-order compressional reverse-oblique to oblique brittle-ductile high-angle shears and high strain zones. Orogenic gold deposits were in general formed from moderately reduced fluids with a nearly neutral to weakly alkaline pH at all crustal levels (Mickucki, 1998). The ore-forming fluid is typically a $1.5 \pm 0.5$ kb, $350^{\circ} \pm 50^{\circ}\mathrm{C}$, low-salinity H20-C02 $\pm$ CH4 $\pm$ N2 fluid that transported gold as a reduced sulphur complex (Groves et al., 2003).

5. EXPLORATION

No exploration was completed on the McIntyre Property during the course of this study.

6. DRILLING

No drilling work was performed on the McIntyre Property during the course of this study.

7. SAMPLING, ANALYSIS AND DATA VERIFICATION

7.1 - Sample Preparation, Analyses and Security

Not applicable.

7.2 - Data Verification

7.2.1 - QP Visit of the McIntyre Brook Property

The author has visited the McIntyre Property on August 17, 2024. The visit consisted of looking at historical trenches and finding the location of historical drillholes. The McIntyre Property being in large part covered by moderately thick overburden, outcrops are sparse and small. The bedrock is usually visible in small trenches dug during the early 2000's. No samples were collected during the visit.

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MINERAL PROCESSING AND METALLURGICAL TESTING

There was no mineral processing or metallurgical testing during the course of this study.

MINERAL RESOURCE AND MINERAL RESERVE ESTIMATES

There are no mineral resources or mineral reserves on the McIntyre Property according the CiM definition standards and guidelines for Mineral Resources and Mineral Reserves.

MINING OPERATIONS

The McIntyre Property is not an “advanced property” as that term is defined by NI 43-101. Therefore, Mining Methods are not discussed in the McIntyre Brook Technical Report.

PROCESSING AND RECOVERY OPERATIONS

The McIntyre Property is not an “advanced property” as that term is defined by NI 43-101. Therefore, Recovery Methods are not discussed in the McIntyre Brook Technical Report.

INFRASTRUCTURE, PERMITTING AND COMPLIANCE ACTIVITIES

12.1 – Local Resources and Infrastructures

Major infrastructures related to the McIntyre Property reside in a network of logging roads which provide access to all parts of the McIntyre Property. Provincial road 180 runs across the center of the McIntyre Property for 15 km. The local electric grid along the road can provide electricity, however the nearest 3,000 kW transmission line is located 40 km to the southwest on the northern shore of the Sisson Branch Reservoir. The nearest "large" population centers are Grand Falls (pop. 5,220) and Edmunston (pop. 16,437) which can provide manpower and offer several services, including lodging, food, gas, health clinic, car, and truck rental. Edmundston is served by New Brunswick Route 2, a four-lane all weather divided highway and, on the other side of the Saint John River, by U.S. Route 1. There is a municipal airport 17 km north of Edmundston which serves general aviation traffic. Water for drilling can be obtained from numerous streams and lakes scattered throughout the McIntyre Property.

12.2 – Permitting and Compliance

The McIntyre Property is not an “advanced property” as that term is defined by NI 43-101. Therefore, Recovery Methods are not discussed in the McIntyre Brook Technical Report.

CAPITAL AND OPERATING COSTS

The McIntyre Property is not an “advanced property” as that term is defined by NI 43-101. Therefore, Capital and Operating Costs are not discussed in the McIntyre Brook Technical Report.

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14. EXPLORATION, DEVELOPMENT, AND PRODUCTION

The main historical exploration work completed by Lode Gold Resources Inc. on the McIntyre Property consisted of extensive soil surveys involving B Horizon samples, without interpretation of the resulting data. It is thus recommended to carry out a complete interpretation since the database includes all the indicator elements of gold mineralization. Furthermore, a more thorough exploration of the core and southwestern parts of the property following the trace of the Ramsey Brook and McIntyre Brook faults is essential, all the more so since the main property showings are located < 300 m from these major structures. The newly acquired northeastern part of the McIntyre Property covers principally sedimentary rocks of the Petit Rocher Group and Greys Gulch Formation. A widely spaced preliminary soils survey indicated possible gold-rich zones near major faults. The area will need to be submitted to more systematic exploration, including the gathering of soil samples from a tighter line spacing, and be covered by a VTEM survey which will complement the MAG and TDEM survey completed by Prospectair in 2018 on the eastern and southeastern part of the property.

SCHEDULE "A"
McIntyre Brook Option Agreements

Ramsay Brook Cobalt Option Agreement

Ramsay Brook Cobalt Option Agreement made as of March 31, 2022 between Arthur Hamilton (the "Optionor") and Lode Gold Resources Inc. (formerly Stratabound Minerals Corp.), and assigned by Lode Gold Resources Inc. to Acadian Gold Corp. (the "Optionee") on October 9, 2024.

The Optionor is the recorded and beneficial owner as to a 100% interest in 18 unpatented claim units under Mining Right No. 7857 (Ramsey Brook Cobalt), located on NTS Sheet 21 O/10, located approximately 75 km west of Bathurst and 55 Km east of the town of Saint Quentin in northern New Brunswick (collectively the "Property").

The Optionor has agreed to grant to OPTIONEE: (1) the exclusive right to enter upon the Property and to conduct Mining Operations (the "Working Right"); and (2) an option to acquire a 100% undivided interest in the Property, all in accordance with the terms of this Agreement (the "Option").

In order to maintain the Working Right and exercise the Option to earn its interest in the Property, the Optionee shall:

(a) Make cash payments to the OPTIONOR of a total of $64,000 as follows:

(i) $13,000 on or before the first anniversary of the date of the execution of the Ramsay Brook Cobalt Option Agreement (paid);
(ii) $15,000 on or before the second anniversary of the date of the execution of the Ramsay Brook Cobalt Option Agreement (paid);
(iii) $16,000 on or before the third anniversary of the date of the execution of the Ramsay Brook Cobalt Option Agreement; and
(iv) $20,000 on or before the fourth anniversary of the date of the execution of the Ramsay Brook Cobalt Option Agreement.

The Optionee will have the right at its discretion to provide up to 50% of any of the above cash payments by way of the issuance of common shares in the capital of 1475039 BC Ltd. (the "Shares") and, upon such election by the Optionee, 1475039 BC Ltd. agrees to issue such Shares. The deemed price of the Shares will be the greater of (A) the 10-day volume weighted averaged price of the Shares immediately prior to such issuance; and (B) the issue price permitted under the rules and policies of the exchange on which the shares are listed for trading, or (C) in the Optionee's discretion, any combination of the foregoing, and such issuance will be subject to stock exchange rules for issuance.

(b) Issue and deliver to the Optionor a total of 150,000 common shares in Optionee's capital stock within 10 days of the date of approval of the Ramsay Brook Cobalt Option Agreement by the TSX Venture Exchange (issued).

The above cash payments and share issuances may be accelerated and applied to future years' cash payments and share issuances, and accordingly at Optionee's election the Option may be exercised sooner than required by the above provisions.

Upon completion of certain milestones as set out below the Optionor shall make the following payments:

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(a) pay the Optionee a one-time cash payment of $25,000 upon a Positive Preliminary Economic Assessment;
(b) pay the Optionee a one-time cash payment of $50,000 upon a Positive Feasibility Study; and
(c) pay the Optionee a one-time cash payment of $100,000 upon a Commercial Production.

The acquisition of the Property by the Optionee is subject to a 2% NSR royalty in favour of the Optionor. The Optionee may re-purchase 1% (one-half of the 2% NSR royalty) for $1,000,000.

2. Greys Gulch Property Option Agreement

Greys Gulch Property Option Agreement made as of April 6, 2022 between Prospect Or Corp (Tim Lavoie), Quebec Inc. 9248-7792 (Stephanie LeBlanc) (the "Optionors") and Lode Gold Resources Inc. (formerly Stratabound Minerals Corp.), and assigned by Lode Gold Resources Inc. to Acadian Gold Corp. (the "Optionee") on October 9, 2024.

Annie Roy is the recorded owner and Prospect Or Corp. (Tim Lavoie) has full authority to act and bind on the recorded owner's behalf as its agent, and is the beneficial owner as to 100% interest in 24 unpatented claim units under Mining Right No. 9406 as recorded below, located on NTS Sheet 21 O/10 approximately 75 km west of Bathurst and 55 km east of the town of Saint Quentin in northern New Brunswick (collectively the "Property"). Prospect Or Corp. (Tim Lavoie) desires to share his 100% interest equally with Quebec Inc. 9248-7792 (Stephanie LeBlanc) as to 50% each.

The Optionors have agreed to grant to OPTIONEE: (1) the exclusive right to enter upon the Property and to conduct Mining Operations (the "Working Right"); and (2) an option to acquire a 100% undivided interest in the Property (the "Option").

In order to maintain the Working Right and exercise the Option to earn its interest in the Property, Optionee shall:

(a) Make cash payments to the Optionors of a total of $84,000 as follows:

(i) $18,000 on or before the first anniversary of the date of the execution of the Greys Gulch Property Option Agreement (paid);
(ii) $20,000 on or before the second anniversary of the date of the execution of the Greys Gulch Property Option Agreement (paid),
(iii) $22,000 on or before the third anniversary of the date of the execution of the Greys Gulch Property Option Agreement,
(iv) $24,000 on or before the fourth anniversary of the date of the execution of the Greys Gulch Property Option Agreement.

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(b) Subject to the approval of the TSX Venture Exchange issue and deliver to the OPTIONORS a total of Two Hundred Thousand (200,000) common shares in Optionee’s capital stock within 10 days of the date of approval of the Greys Gulch Property Option Agreement by the TSX Venture Exchange.

The above cash payments and share issuances may be accelerated and applied to future years' cash payments and share issuances, and accordingly at Optionee’s election the Option may be exercised sooner than required by the above provisions.

Upon completion of certain milestones as set out below the Optionors shall make the following payments:

The acquisition of the Property by the Optionee is subject to a 2% NSR royalty in favour of the Optionors. The Optionee may re-purchase 1% (one-half of the 2% NSR royalty) for $1,000,000.

3. Ramsay Brook Property Option Agreement

Ramsay Brook Option Agreement made as of March 29, 2022 between SLAM EXPLORATION LTD. (the “Optionor”) and Lode Gold Resources Inc. (formerly Stratabound Minerals Corp.), and assigned by Lode Gold Resources Inc. to Acadian Gold Corp. (the “Optionee”) on October 9, 2024.

The Optionor is the beneficial owner as to a 100% interest in 50 unpatented claim units under Mining Right No. 8394 (Portage Lakes), 10 unpatented claim units under Mining Right No. 8539 (Ramsay Brook North), 45 unpatented claim units under Mining Right No. 10006 (Ramsay Brook NW), 4 unpatented claim units under Mining Right No. 10007 (Ramsay Brook NE), 1 unpatented claim unit under Mining Right No. 10008 (Ramsay Brook 21W), 11 unpatented claim units under Mining Right No. 10350 (Ramsay Brook) all located on NTS Sheet 21 O/10, located approximately 75 km west of Bathurst and 55 km east of the town of Saint Quentin in northern New Brunswick (“Property A”).

The Optionor has also entered into prior option agreements, (the "Prior Options") on 4 unpatented claim units under Mining Right No. 9743 (Ramsay Brook West) located on NTS Sheet 21 O/07 and, 8 unpatented claim units under Mining Right No. 10349 (Rogers Brook) located on NTS Sheet 21 O/10 and subject to the conditions and terms of this Agreement agrees to transfer and otherwise assign said option agreements on these specific claims to the OPTIONOR also collectively located approximately 75 m west of Bathurst and 55 km east of the town of Saint Quentin in northern New Brunswick (“Property B”) and together with Property A, the “Property”). Upon closing hereof, all of the rights of the OPTIONOR arising from and pursuant to the Prior Options on Property B shall be transferred or otherwise assigned to the OPTIONEE in accordance with the terms of the Ramsay Brook Option Agreement.

The Optionor has agreed to grant to Optionee: (1) the exclusive right to enter upon the Property and to conduct Mining Operations (the “Working Right”); and (2) an option to acquire a 100% undivided interest in the Property (the “Option”).

In order to maintain the Working Right and exercise the Option to earn its interest in the Property, Optionee shall:

(a) Make cash payments to the Optionor of a total of $470,000 as follows:

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(i) $40,000 upon signing of the Ramsay Brook Option Agreement (paid);
(ii) $80,000 on or before the first anniversary of the date of the execution of the Ramsay Brook Option Agreement (paid);
(iii) $100,000 on or before the second anniversary of the date of the execution of the Ramsay Brook Option Agreement (paid);
(iv) $120,000 on or before the third anniversary of the date of the execution of the Ramsay Brook Option Agreement; and
(v) $130,000 on or before the fourth anniversary of the date of the execution of the Ramsay Brook Option Agreement.

(b) Issue and deliver to the Optionor a total of 700,000 common shares in Optionee's capital stock within 10 days of the date of approval of the Ramsay Brook Option Agreement by the TSX Venture Exchange (issued).

Upon completion of certain milestones as set out below the Optionor shall make the following payments:

(a) pay the Owner $25,000 cash payment upon a Positive Preliminary Economic Assessment;
(b) pay the Owner $50,000 cash payment upon a Positive Feasibility Study; and
(c) pay the Owner a one-time cash payment of $100,000 upon Commercial Production.

With the exception of two claims (9743 and 10349) the acquisition of the Property by the Optionee is subject to a 2% NSR royalty in favour of the Optionor. Claims 9743 and 10349 are subject to a 1% NSR royalty. The Optionee may re-purchase 1% of the Net Smelter Returns royalty (being 100% of the 1% NSR royalty on claims 9743 and 10349, plus one-half of the 2% NSR royalty of the remaining claims) for $1,000,000.

4. Ramsay Brook Central Property Option Agreement

Ramsay Brook Central Property Option Agreement made as of March 29, 2022 between Barry Hachey (the "Optionor") and Lode Gold Resources Inc. (formerly Stratabound Minerals Corp.), and assigned by Lode Gold Resources Inc. to Acadian Gold Corp. (the "Optionee") on October 9, 2024.

The Optionor is the recorded and beneficial owner as to a 100% interest in 7 unpatented claim units under Mining Right No. 9640 (Ramsey Brook Central), located on NTS Sheet 21 0/07, located approximately 75 km west of Bathurst and 55 km east of the town of Saint Quentin in northern New Brunswick (collectively the "Property").

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The Optionor has agreed to grant to Optionee: (1) the exclusive right to enter upon the Property and to conduct Mining Operations (the "Working Right"); and (2) an option to acquire a 100% undivided interest in the Property (the "Option")

In order to maintain the Working Right and exercise the Option to earn its interest in the Property, Optionee shall:

(a) make cash payments to the Optionor of a total of $16,000 as follows:

(i) $4,000 on or before the first anniversary of the date of the execution of the Ramsay Brook Central Property Option Agreement (paid);
(ii) $4,000 on or before the second anniversary of the date of the Ramsay Brook Central Property Option Agreement (paid);
(iii) $4,000 on or before the third anniversary of the date of the execution of the Ramsay Brook Central Property Option Agreement; and
(iv) $4,000 on or before the fourth anniversary of the date of the execution of the Ramsay Brook Central Property Option Agreement.

(b) Issue and deliver to the Optionor a total of 60,000 common shares in Optionee's capital stock within 10 days of the date of approval of the Ramsay Brook Central Property Option Agreement by the TSX Venture Exchange (issued).

Upon completion of certain milestones as set out below the Optionee shall make the following payments:

(a) pay the Optionor $25,000 cash payment upon a Positive Preliminary Economic Assessment;
(b) pay the Optionor $50,000 cash payment upon a Positive Feasibility Study; and
(c) pay the Optionor a one-time cash payment of $100,000 upon a Commercial Production.

The acquisition of the Property by the Optionee is subject to a 2% NSR royalty in favour of the Optionor. The Optionee may re-purchase 1% (one-half of the 2% NSR royalty) for $1,000,000.

Ramsay Brook Cobalt East Option Agreement

Ramsay Brook Cobalt East Property Option Agreement made as of April 4, 2022 between Norman Pitre, Roland Lovesey, Richard Mann (the "Optionors") and Lode Gold Resources Inc. (formerly Stratabound Minerals Corp.), and assigned by Lode Gold Resources Inc. to Acadian Gold Corp. (the "Optionee") on October 9, 2024.

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Norman Pitre is the recorded and beneficial owner as to a 100% interest each in 6 unpatented claim units under Mining Right No, 8099 (Ramsay Brook Cobalt) and 1 unpatented claim unit under Mining Right No. 9744 (Ramsay Cobalt East), both located on NTS Sheet 21 O/10 located approximately 75 km west of Bathurst and 55 km east of the town of Saint Quentin in northern New Brunswick (collectively the "Property"). Norman Pitre desires to share his 100% interest equally with Roland Lovesey and Richard Mann as to 33.33% each.

The Optionors have agreed to grant to Optionee: (1) the exclusive right to enter upon the Property and to conduct Mining Operations (the "Working Right"); and (2) an option to acquire a 100% undivided interest in the Property, all in accordance with the terms of this Agreement (the "Option").

In order to maintain the Working Right and exercise the Option to earn its interest in the Property, Optionee shall:

(a) Make cash payments to the OPTIONORS of a total of $26,000 as follows:

(i) $4,000 on or before the first anniversary of the date of the execution of the Ramsay Brook Cobalt East Agreement (paid);
(ii) $5,000 on or before the second anniversary of the date of the execution of the Ramsay Brook Cobalt East Agreement (paid);
(iii) $7,000 on or before the third anniversary of the date of the execution of the Ramsay Brook Cobalt East Agreement; and
(iv) $10,000 on or before the fourth anniversary of the date of the execution of the Ramsay Brook Cobalt East Agreement.

(b) Issue and deliver to the Optionors a total of 51,000 common shares in Optionee's capital stock within 10 days of the date of approval of the Ramsay Brook Cobalt East Agreement by the TSX Venture Exchange (issued).

Upon completion of certain milestones as set out below the Optionors shall make the following payments:

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The acquisition of the Property by the Optionee is subject to a 2% NSR royalty in favour of the Optionors. The Optionee may re-purchase 1% (one-half of the 2% NSR) for $1,000,000.

6. Ramsay Portage Property Option Agreement

Ramsay Brook Cobalt East Property Option Agreement made as of April 2, 2022 between Roland and Jan Lovesey (the "Optionors") and Lode Gold Resources Inc. (formerly Stratabound Minerals Corp.), and assigned by Lode Gold Resources Inc. to Acadian Gold Corp. (the "Optionee") on October 9, 2024.

The Optionors are the beneficial owners, as to Roland Lovesey 50% and Jan Lovesey 50%, in all five claim units as recorded below. 1. Jan Lovesey in 11 unpatented claim units under Mining Right No. 9407 (Ramsey Brook West), located on NTS Sheet 21 O/10 and, 2. Roland Lovesey in 5 unpatented claim units under Mining Right No. 9499 (Ramsey Brook North) located on NTS Sheet 21 O/10 and, 3. Roland Lovesey in 25 unpatented claim units under Mining Right No. 9500 (West Portage Brook) and, 4. Roland Lovesey in 20 unpatented claim units under Mining Right No. 10013 (West Branch Portage Brook) and, 5. Roland Lovesey in 10 unpatented claim units under Mining Right No. 10014 (First Portage Brook), all located approximately 75 km west of Bathurst and 55 km east of the town of Saint Quentin in northern New Brunswick (collectively the "Property").

In order to maintain the Working Right and exercise the Option to earn its interest in the Property, Optionee shall:

(a) Make cash payments to the Optionors of a total of $245,000 as follows:

(i) $35,000 on or before the first anniversary of the date of the execution of the Ramsay Portage Property Option Agreement (paid);
(ii) $55,000 on or before the second anniversary of the date of the execution of the Ramsay Portage Property Option Agreement (paid);
(iii) $67,500 on or before the third anniversary of the date of the execution of the Ramsay Portage Property Option Agreement;
(iv) $87,500 on or before the fourth anniversary of the date of the execution of the Ramsay Portage Property Option Agreement.

(b) Issue and deliver to the Optionors a total of 500,000 common shares in Optionee's capital stock within 10 days of the date of approval of the Ramsay Portage Property Option Agreement by the TSX Venture Exchange (issued).

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Upon completion of certain milestones as set out below the Optionee shall make the following payments:

(a) pay the Optionors $25,000 a one-time cash payment upon a Positive Preliminary Economic Assessment,
(b) pay the Optionors $50,000 a one-time cash payment upon a Positive Feasibility Study,
(c) pay the Optionors a one-time cash payment of $100,000 upon a Commercial Production.

The acquisition of the Property by the Optionee is subject to a 2% NSR royalty in favour of the Optionors. The Optionee may re-purchase 1% (one-half of the 2% NSR) for $1,000,000.

7. Tardiff Lake South Property Option Agreement (O'Neil 2022)

Tardiff Lake South Property Option Agreement made as of March 3, 2022 between David O'Neil (the "Optionor") and Lode Gold Resources Inc. (formerly Stratabound Minerals Corp.), and assigned by Lode Gold Resources Inc. to Acadian Gold Corp. (the "Optionee") on October 9, 2024.

The Optionor is the recorded and beneficial owner of a 100% interest in 10 unpatented claim units under Mining Right No. 9408 (Tardiff Lake South), located on NTS Sheet 21 O/10, 80 kilometres west of Bathurst and 50 kilometres east of the town of Saint Quentin in northern New Brunswick as better described in Schedule A (collectively the "Property").

In order to maintain the Working Right and exercise the Option to earn its interest in the Property, Optionee shall:

(a) Make cash payments to the Optionors of a total of $50,000 as follows:

(i) $10,000 upon signing of the Tardiff Lake South Property Option Agreement (paid);
(ii) $10,000 on or before the first anniversary of the date of the execution of the Tardiff Lake South Property Option Agreement (paid);
(iii) $10,000 on or before the second anniversary of the date of the execution of the Tardiff Lake South Property Option Agreement (paid);
(iv) $10,000 on or before the third anniversary of the date of the execution of the Tardiff Lake South Property Option Agreement and
(v) $10,000 on or before the fourth anniversary of the date of the execution of the Tardiff Lake South Property Option Agreement.

(b) Issue and deliver to the Optionors:

(i) 100,000 common shares in the Optionee's capital stock within 10 days of the date of approval of the Ramsay Portage Property Option Agreement by the TSX Venture Exchange (issued)
(ii) 100,000 common shares in the Optionee's capital stock upon the first anniversary of the date of the Tardiff Lake South Property Option Agreement (issued);

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(iii) 10,000 common shares in the Optionee's capital stock upon the third anniversary of the date of the Tardiff Lake South Property Option Agreement;
(iv) 10,000 common shares in the Optionee's capital stock upon the fourth anniversary of the date of the Tardiff Lake South Property Option Agreement; and
(v) 10,000 common shares in the Optionee's capital stock upon the fifth anniversary of the date of the Tardiff Lake South Property Option Agreement.

Upon completion of certain milestones as set out below the Optionor shall make the following payments:
(a) pay the Optionee $25,000 upon a Positive Preliminary Economic Assessment,
(b) pay the Optionee $50,000 upon a Positive Feasibility Study,
(c) pay the Optionee a one-time cash payment of $100,000 upon a Commercial Production.

The acquisition of the Property by the Optionee is subject to a 2% NSR royalty in favour of the Optionors. The Optionee may re-purchase 1% (one-half of the 2% NSR) for $1,000,000.

The acquisition of the Property by the Optionee is subject to a 2% NSR royalty in favour of the Optionor. The Optionee may re-purchase 1% (one-half of the 2% NSR royalty) for $1,000,000.

Other NSR royalties on the McIntyre Brook Properties:

The McIntyre Brook claim group is subject to a 2% NSR royalty. Acadian Gold Corp. may re-purchase 1% (one-half of the 2% NSR) for either $1,000,000 or increments of $500,000 per 0.50% NSR.

The McIntyre-Moose Brook claim group is subject to a 2% NSR royalty. Acadian Gold Corp. may re-purchase 1% (one-half of the 2% NSR) for $1,000,000 or increments of $500,000 per 0.50% NSR.

The Gold Brook claim group is subject to a 2% NSR royalty. Acadian Gold Corp. may re-purchase 1% (one-half of the 2% NSR) for $1,000,000 or increments of $500,000 per 0.50% NSR.

The Tardif Brook claim group is subject to a 2% NSR royalty. cadian Gold Corp. may re-purchase the NSR for either $2,000,000 or increments of $1,000,000 per 1.0% NSR.

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APPENDIX “3” TO SCHEDULE “G”

INFORMATION CONCERNING RILEY BROOK PROPERTY

CURRENT TECHNICAL REPORT

The current report is titled “43-101F Report The Riley Brook Property Northwestern New Brunswick Victoria County NTS 21O/02, 03, 21J/14”, with an effective date of September 3, 2024 (the “Riley Brook Technical Report”). The Riley Brook Technical Report was published by Géon Ltée, Montreal, Quebec and its author is Michel Boily, PHD., P. Geo. (the “Author”).

Full references and definitions for all references to earlier publications made, and terms capitalized, in the following, but not defined in this Circular, may be found in the Riley Brook Technical Report

PROJECT DESCRIPTION, LOCATION AND ACCESS

2.1 - Property Description

The Riley Brook property (the “Property”) located in northwestern New Brunswick, constituted of 6 contiguous claims (cells), covers an area of 30,843 ha or 308.43 km² inside the Victoria County. The Property was staked by Fancamp through the NB e-CLAIMS website of the New Brunswick Natural Resources and Energy Development. UTM coordinates and grid contours on the geological maps are extracted from the information given on the NB e-CLAIMS website.

In connection with the closing of the Investment Agreement, Fancamp transferred its interests in the Property to Acadian on October 9, 2024. The Property is subject to a 2% NSR held in favour of Fancamp with the option for Acadian to repurchase 1% of the NSR (one-half of the 2% NSR) for the sum of $10,000,000.

Table 1. List of claims forming the Property, Victoria County, New Brunswick.

Tenure_no.	Name	NTS Sheet	Claims	Tenure Type	Update Time	Entry Time	Area (Ha)	Area (km²)	Units
11303	Riley Brook 1	210/02	NB - eClaims	M	3/28/2024	3/28/2024	5088.72	50.89	232
11304	Riley Brook 3	210/02, 210/03	NB - eClaims	M	3/28/2024	3/28/2024	5509.75	55.10	248
11305	Riley Brook 2	210/02	NB - eClaims	M	3/28/2024	3/28/2024	5447.80	54.48	271
11306	Blue Mountain Lake	210/02	NB - eClaims	M	3/28/2024	3/28/2024	5074.79	50.75	235
11307	Riley Brook 5	210/02	NB - eClaims	M	3/28/2024	3/28/2024	5123.49	51.23	237
11308	Riley Brook 6	210/02, 21J/14	NB - eClaims	M	3/28/2024	3/28/2024	4599.02	45.99	210

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Figure 1. Claim map of the Property, Victoria County, New Brunswick.

2.2 - Location

The Property is located in northwestern New Brunswick, Canada and largely comprised within NTS sheet 210/03, with small areas to the south and west encroaching NTS sheets 210/02 and 211/14, in the Victoria County. The claims center is located approximately at UTM Coordinates 641652 mE and 5220627 mN (NAD83; Zone 19N) or $47^{\circ}$ .123 Lat. N and -67.132 Long. W. The western and northern edges of the Property are limited by Tobique River and Provincial Road 385 whereas the southern boundary is 8 km directly north of Provincial Road 108. The class II (Low impact) provincial Blue Mountain protected natural area (2347 ha) lies outside the claim area between the Tobique River and the western claims boundary. Plaster Rock (pop. 1,002) is the nearest village from the Property situated 15 km to the WSW. Grand Falls (pop. 5,220) and Edmunston (pop. 16,437) are the nearest significant center of population located 48 and 95 km respectively as crows fly.

2.3 - Accessibility

Access to the Property from Edmunston, NB is primarily via the Trans Canadian Highway (NB-E) traveling southeast for $66\mathrm{km}$ to the town of Grand Falls where we connect with provincial road 108 which leads to the village of Plaster Rock, $36\mathrm{km}$ to the southeast. $2.4\mathrm{km}$ north of Plaster Rock we arrive at the intersection of roads 108 and 385. One must travel northward for $40\mathrm{km}$ on provincial road 385 until reaching the bridge crossing the Tobique River at Riley Brook. After the river crossing, a gravel road leads directly east to the center of the Property. There are numerous forestry roads in good condition leading to all corners of the Property including the sites of historical showings.

HISTORY

3.1 - Riley Brook 1

1957 - Vi-Nor Exploration Co. Ltd.- Soil samples collected in an area characterized by an electromagnetic anomalous zone. Report 470823.

1989 - Novagold Resources Inc. 122 stream sediment samples and 48 rock samples collected near streams. Report 473710.

1989 - Novagold Resources Inc. Prospecting, geophysical surveys, and soil geochemical surveys covering 32 claims. No Au and Ag values associated with altered rocks. VLF-EM and Total Field Magnetometer geophysical surveys. Report 473770.

1989 - Rio Algom Exploration Inc. Geochemical analysis of stream sediments and prospecting west of Bald Peak. Report 473772.

1993 - Freewest Resources. Geophysical surveys, including magnetic surveys, VLF electromagnetic surveys, and induced polarization surveys west of Bald Peak. 600 soil samples (B horizon) and rock samples were analyzed for Cu, Pb, Zn, and Ag. 3 anomalous Pb-Zn-Ag zones coincided with geophysical anomalies. Report 473316.

1993 - Freewest Resources. Geological mapping and diamond drilling (422.8m) targeting "low mag" areas west of Bald Peak. Intersections of silica/sericite alteration zones, with no economically significant results.

2001 - VenCan Gold Corp. Diamond drilling (70.8m) and prospecting west of Bald Peak. Prospecting confirmed the presence of highly mineralized Pb-Zn samples in a silicified breccia zone. A mineralized zone yielding 12.5% Pb-Zn along a rhyolite/sediment contact was found accompanied by another zone (5.8% Pb-Zn) 400 meters northwest. Drilling showed stockwork Qtz-Cb zones with 5% pyrite. Report 475404.

3.2 - Riley Brook 2

1957 - McIntyre Porcupine Mines Ltd. Geological, stream sediment, and geophysical surveys. Low conductivity geophysical anomalies were identified. Discovering of the Mable Brook showing. Report 470819.

1979 - Mattagami Lake Mines Ltd. IP and resistivity geophysical survey over the Mable Brook area. No chargeability anomalies were detected. Report 472430.

1980 - Mattagami Lake Mines Ltd. Diamond drillings were conducted near the Riley Lake showing. Report 472537.

1980 - Canadian Occidental Petroleum Ltd. 20 claims staked in the Blacks Mountains. Report 472558.

1981 - Canadian Occidental Petroleum Ltd. Soil geochemistry and geological survey. Three anomalous zones were detected. Report 472702.

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1981 - Mattagami Lake Mines Ltd. Diamond drilling (821m) in the Maple Brook area. No economically significant mineralized zones were intersected. Report 472733.

1988 - DV Venugopal Venus and Associates. Soil geochemical survey (B samples) showing anomalous zones in Au and Ag near Riley Lake. Magnetometer and VLF surveys. EM-16 and Fraser Filter survey on a 200 x 25m grid. Prospecting, grab rock sampling. E/NE fault/shear zone coinciding with a magnetic anomaly and a VLF conductor identified. Report 474132.

1990 - James G. Burns. Soil geochemical survey (B horizon). Arsenic anomaly at the contact of rock units. Report 473946.

1990 - James Burns. Road prospecting, rock sampling. 15 samples with anomalous Au values (10 to 100 ppb). Report 473947.

1991- James G. Burns. Mable Brook showing. Soil survey (B horizon samples) showing Cu, Pb, and Zn anomalies at shale/rhyolite contact. Report 474082.

1993 - Novagold Resource Inc. Riley Lake showing. 20 of Burns' samples submitted for X-ray analysis. Data and anomalies were confirmed. Report 474383.

1999 - Miramichi Minerals Ltd. Riley Lake area extending to Mable Brook and southward. Prospecting identified three mineralized zones within a large hydrothermal alteration area associated with the western flank of felsic volcanic sequence near a sedimentary contact. Stream sediment survey resulting in a large Pb-Zn anomaly associated with zones B and C. Soil anomalies found near zones B and C. An IP survey indicated chargeability anomalies corresponding to zones A and C mineralization.

Zone A (Riley Lake showing) contains sphalerite, galena, and chalcopyrite mineralization at the eastern end of Riley Lake. Best analytical result: 6180 ppm Pb and 13100 ppm Zn from rhyolitic blocks. Zone A extends westward through a series of mineralized blocks along a recently developed forest road. Pyrite with minor sphalerite and galena is found in rhyolite and amygdaloidal basalt blocks. Zone B (Black Mountain): Large zone of base metal mineralization and hydrothermal alteration at the core of the Property. Prospecting revealed many altered and mineralized blocks. Samples from this zone contain up to 1493 ppm Cu, 7460 ppm Pb, and 2560 ppm Zn. Zone C (Mable Brook): Silicified and base metal mineralized zone occurring as debris in several trenches and test pits. Samples collected from the debris surrounding the trenches contain traces of pyrite, sphalerite, and galena, resulting in values up to 3040 ppm Pb and 1102 ppm Zn. Report 474837.

1999 - Miramichi Minerals Ltd. 1649.83 m of diamond drilling distributed across 9 holes testing the IP and geochemical anomalies. Zone B: Hole BM97-9 intersected a 10-meter-wide sulphide mineralization zone with anomalous results up to 4832 ppm Pb and 8225 ppm Zn in mafic tuff. Zone C: Holes BM97-4 to BM97-8 intersected altered felsic volcanic having anomalous lead and zinc values. Best intersection: 0.52% Pb, 0.85% Zn, 11.34 g/t Ag over 3.7 m.

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3.3 - Riley Brook 3

1957 - McIntyre Porcupine Mines Ltd. Geological, stream sediment, and geophysical surveys were conducted south of Mable Brook. Low conductivity geophysical anomalies were identified. Report 470819.

1967 - Newmont Mining Corporation of Canada. Discovering of a sheared zone mineralized in disseminated chalcopyrite with sporadic small veins of sphalerite northeast of Blue Mountain Lake. Three samples yielded grades of 0.16% Cu. Report 470821.

1980 -- Canadian Occidental Petroleum Ltd. Geological mapping, stream sediments and water sampling. Reports 472551 and 472560.

1991 - Noranda Exploration Co. Ltd. High-resolution airborne geophysical surveys (EM, VLF, MAG) flown over the Riley Brook 3-5-6 and Blue Mountain Lake properties. Three target zones were identified. Report 475958.

1993 - Noranda Exploration. Airborne and magnetic HEM, VLF-EM survey showing three favorable zones where VLF-EM conductors are crossed by east-west trending faults or magnetic trends. Prospecting and collection of grab samples. One sample returned values of 2.52% copper and 2.20% zinc in a heavily mineralized gossan in contact with a gabbro. Another showing (Moore-Murphy), located northeast of Blue Mountain Lake, returned values of 0.7% copper and 12% zinc in a light greenish gray dacite with mineralized amygdules. Soil samples were collected along the Stewart Peaks produced anomalous base metal values, reaching 1000 ppm Zn and 520 ppm Pb. Report 474094.

1994 - Noranda Exploration. Follow-up to report 474094. The best geophysical and geochemical anomalies were assessed by drilling or stripping and 5 trenches. No significant result was found. Report 474251.

2000 - Scott Mitchell. Follow-up to report 475958. Soil geochemical survey (B-horizon) in the Blue Mountain Lake area analyzed for Cu-Zn-Pb resulting in anomalous values. Re-sampling of a historical trench provided values of 0.48% Cu over 20 m and 1.79% Cu over 1 m. Report 475050. 2001 - Scott Mitchell. Magnetometer survey and prospecting around an historical trench. Report 475194.

3.4 - Blue Mountain River

1956 - Conwest Exploration Co. Ltd. Airborne electromagnetic survey also covering Riley Brook 5 and 6. Several anomalies were detected. Report 470802.

1967 - Newmont Mining Corporation of Canada. Discovery of a sheared and disseminated chalcopyrite mineralized zone northeast of Blue Mountain Lake. The zone appears as irregular disseminations with small veins of sphalerite. Report 470821.

1980 - Canadian Occidental Petroleum Ltd. Prospecting and stream sediment survey detecting anomalous U, Zn, Pb, and Au concentrations. Report 472552.

1991 - Novagold Resources Inc. Stream sediment sampling. Report 473671.

1991 - Novagold Resources Inc. Grab rock sampling. No geochemical anomaly was detected. Report 474061.

1993 - Noranda Exploration Co. Ltd. Several high-resolution airborne geophysical surveys covering over the Riley Brook 3-5-6 and Blue Mountain Lake claims. EM and VLF survey detected three target zones. Report 475958.

1994 - Noranda Exploration Co. Ltd. IP survey and trenching. No significant results were reported. Report 474251.

1998 - PGE Resources Co. Soil geochemical survey (B Horizon) resulting in east-west parallel anomalous Cu, Hg, Ba, Ag, As concentrations at the contact of felsic-mafic volcanics.

1999 -- PGE Resources Co. Blue Mountain showing also extending to Riley Brook 5 claims. Stream sediments and B-horizon soil sampling. Several Ag, As, Sb, Pb, Zn and Hg anomalies detected. Report 474848.

1993 - Noranda Exploration. Airborne and magnetic HEM, VLF-EM surveys. Three favorable zones were selected where VLF-EM conductors are crossed by EW- trending faults or magnetic trends. Sampling of the Moore-Murphy showing, located northeast of Blue Mountain Lake, returned values of up to $0.7\%$ Cu and $12\%$ Zn from an amygdular dacite. B-horizon soil sampling lead to. anomalous base metal values, including 1000 ppm Zn and 520 ppm Pb. 5 trenches on the anomalous zones. Report 474094.

3.4 - Riley Brook 5

1957 - McIntyre Porcupine Mines Ltd. Geochemical survey and airborne magnetic and electromagnetic surveys. No targets were detected. Report 470820.1976 - Amoco Canada Petroleum Co Ltd. Geochemical soil survey. No significant results. Report 470359.

1980 - Canadian Occidental Petroleum Ltd. Preliminary prospecting. Stream sediments sampling detected U, Zn, Pb, and Au anomalies. Report 472552.

1980 - Canadian Occidental Petroleum Ltd. Prospecting. Soil, stream sediment and water geochemical surveys. Several U, Cu, Pb, and Zn anomalous samples. Report 472557.

1981 - Canadian Occidental Petroleum Ltd. Follow-up of Report 472552. Geochemical soil survey analyses yielded 10 anomalies (Zn, Pb, Ag, and U). Report 472700.

1981 - Canadian Occidental Petroleum Ltd. Follow-up of Report 472557. Soil survey detected 9 anomalous zones (Zn, Pb, Ag, and U). Grab sampling. Best result from rock sample: 5680 ppm Pb, 4640 ppm Zn, 4.2 g/t Ag. Report 472703.

1982 - Canadian Occidental Petroleum Ltd. Detailed mapping of the Property. Soil geochemical survey (B horizon). Report 472798.

1994 - Brunswick Mining and Smelting Corp. 2 trenches, one DDH and an IP geophysical survey. Silica and sericite alteration zones are present in rhyolite. Pyrite fracture fillings and stringers (5-10% pyrite) interpreted as the source of the IP anomaly. Report 474251.

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1997 - Novagold Resource Inc. VLF-EM and magnetometer survey. Two anomalous zones were detected. Report 474824.

1997 - Connecticut Development Corp. VLF, magnetic, and Max-Min geophysical surveys. Soil sampling. Slight anomalous Cu zone associated with high Pb and Zn anomalies related to a geophysical anomaly. Several Zn-Pb-Cu anomalous zones were identified on the Property. Four DDHs (603 m) assessed the geochemical and geophysical anomalies. On hole (SW97-01) revealed a best intersection of 1.6 m @ 2360 ppm Pb, 8740 ppm Zn, 2.18 g/t Ag. DDH SW97-03 intersected 2 mineralized zones: 1) 0.15 m @ 15600 ppm Pb, 62300 ppm Zn, 28.69 g/t Ag, and 20 ppb Au, 2) 0.1 m @ 8490 ppm Pb, 18500 ppm Zn, and 12.77 g/t Ag. Report 474985.

1998 - NovaGold Resources Inc. Soil sampling revealed weak anomalous Zn, Pb, and As zones sub-parallel/parallel to previously identified geophysical anomalies (VLF-EM and magnetic). Report 475027.

1999 - PGE Resources Co. Stream sediments and B-horizon soil surveys. Several Ag, As, Sb, Pb, Zn, Hg anomalies were detected. Report 474848.

1999 - Connecticut Development Corp. Geochemical surveys and VLF survey showing EW-oriented structures and 4 Pb-Zn-Cu anomalies. Report 474841.

1999 - Connecticut Development Corp. B-horizon geochemical soil surveys. Pb, Cu, and Zn were analyzed. One anomaly characterized by concentrations of 14400 ppm Pb, 2000 ppm Zn, and 222 ppm Cu. Report 474840.

1999 - Connecticut Development Corp. Follow-up of report 474840. Geochemical soil surveys (B-Horizon). Pb, Zn, and Cu were analyzed. A VLF and magnetometer survey indicated several small, well-defined anomalies coinciding with soil survey anomalies. Two DDHs (193 m). One hole (LB97-02) intersected a 16 m mineralized zone with the best sample producing a 2 m interval @ 0.11% Pb, 2.24% Zn, 6.32 g/t Ag. Report 474997.

3.5 - Riley Brook 6

1956 - Conwest Exploration Co. Ltd. Airborne electromagnetic survey covering part of Riley Brook 5 and 6. Several anomalies were detected. Report 470802.

1959 - East Trinity Mines Limited. Soil geochemical survey. No certificate of analysis. Report 470549.

1991 - Novagold Resources Inc. Prospecting, rock sampling. A strong intense silica alteration zone was found. Report 473683.

1992 - Novagold Resources Inc. Geophysical surveys including IP, VLF-EM, Total Field Magnetic and Gradient Magnetic. Soil sampling, prospecting. Several IP anomalies coinciding with base metal soil anomalies were identified and tested by 5 DDHs. Several DDHs intersected thick silica and sericite alteration zones and disseminated mineralization. A favorable horizon for sulphide precipitation was identified along the upper contacts of the youngest stratigraphic unit. Report 474186.

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1993 - Novagold Resources Inc. Gravimetric and IP surveys discovered some targets in alteration zones. No target corresponding to the massive sulphide anomaly of the Sewell Brook deposit was identified. Report 474322.

2000 - Novagold Resources Inc. Off Property work to define the Sewell Brook-type deposit. One diamond drilling (SW-96-26 (170m)) on the Property intersected chlorite alteration zones and traces of pyrite. Report 475168.

4. GEOLOGICAL SETTING, MINERALIZATION AND DEPOSIT TYPES

4.1 - Geological Setting

4.1.1 - The Appalachian Orogen of New Brunswick

The Elmtree Zone is underlain by a Middle Ordovician ophiolitic suite. The Fredericton and Restigouche zones contain thick successions of calcareous and siliciclastic turbidite ranging from Late Ordovician to Early Devonian. The Mascarene and Tobique-Chaleur zones are underlain by Silurian to Early Devonian volcanic rocks interbedded with shallow-marine to fluviatile sedimentary rocks. The volcanic rocks possess intraplate chemical signatures and probably erupted in transcurrent basins formed as a result of oblique continental convergence. The Maritimes Basin includes Late Devonian to Carboniferous fluviatile conglomerate and sandstone sequences, shallow-marine limestone and evaporite, lacustrine oil shale, and subaerial volcanic rocks.

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Figure 2. Tectonostratigraphic Zones of the Appalachian Orogen of New Brunswick.

4.1.2 - Regional Geology of Northern New Brunswick

Northern New Brunswick, adjacent Québec, and the state of Maine (USA) are underlain by two Cambrian to Middle Ordovician tectono-stratigraphic zones (Gander and Dunnage zones) and unconformably overly Late Ordovician to Early Devonian cover sequences forming part of the northern Appalachians region. The Ordovician-Devonian rocks are divided from the northwest to southeast into three tectonostratigraphic zones: the Connecticut Valley-Gaspé Synclinorium, the Aroostook-Percé Anticlinorium, and the Tobique-Chaleur zone (Bourque et al. 1995). The region is characterized by two major regional-scale structural breaks marking the boundaries of these tectono-stratigraphic zones: the Restigouche-Grand Pabos and the Rocky Brook-Millstream faults.

The western and central area of New Brunswick consists of NNE to SSW-oriented subparallel tectonostratigraphic belts defined on the basis of their age, rock type, and tectonic history (Fyffe and Fricker 1987; Fyffe et al. 2011). The Riley Brook area is underlain by rocks of the Tobique-Chaleur Zone, which extends from the south shore of the Gaspé Peninsula in Québec for approximately $250\mathrm{km}$ southwest, to the middle Paleozoic Matapedia Cover sequence (Wilson, 2006). The Tobique-Chaleur Zone is divided into northern and southern parts by the Rocky Brook-Millstream Fault. North of this structure, the Tobique-Chaleur Zone contains sequences of Silurian clastic and carbonate sedimentary rocks, and felsic and mafic volcanic rocks, which are included in the Quinn Point, Dickie Cove, Petit Rocher, and Chaleur groups (Wilson and Kamo2012). These sequences are overlain by Early Devonian mafic and felsic volcanic and sedimentary rocks of the Dalhousie Group (Walker and McCutcheon 1995; Wilson and Kamo 2012). Silurian rocks are largely absent south of the Rocky Brook-Millstream Fault, where the Tobique-Chaleur Zone instead is underlain mainly by Early Devonian volcanic and sedimentary rocks of the Tobique Group (Wilson, 1992; Walker and McCutcheon 1995).

The Tobique Group is divided into the basal Costigan Mountain Formation overlain by the Wapske Formation. However, inapplicable in the Riley Brook area, the units forming the Costigan Mountain Formation pinch out and replaced by interfingering assemblages of felsic and mafic volcanic and sedimentary rocks. The Wapske Formation incorporates the bulk of the lithologies within the confines of the Property. The Wapske formation consists of bimodal volcanic rocks interlayered with sediments, predominantly deposited in a subaqueous environment.

4.1.3 - Geology of the Property

4.1.3.1 - Sedimentary Rocks

Sedimentary rocks of the Tobique Group on the Property are included in the Wapske Formation and comprise grey to green, thin- to medium-bedded and fine- to medium-grained sandstone, slaty siltstone, and minor volcaniclastic sediments and quartz-pebble conglomerate. Massive layers of thick-bedded sandstone or siltstone are locally present. Bedforms comprise graded, parallel-laminated and local cross-laminated beds. Fossiliferous beds are common representing a benthic assemblage deposited at depth < 200 m (Wilson, 1992).

4.1.3.2 - Mafic Volcanic Rocks

Mafic volcanic rocks of the Wapske Formation comprise massive to pillowed, commonly vesicular, or rarely porphyritic flows and local hyaloclastites and basaltic tuff. Textures of massive and pillowed basalts are most commonly intergranular. Basalts display a mineralogy characterized by albitized plagioclase laths (50-80%), chlorite (10-25%) and Fe-Ti oxides (up to 20%) with minor calcite, titanite (sphene) and locally epidote. Clinopyroxene (augite) is present in amounts up to 40% in places, but is rarely preserved, having been altered to chlorite, titanite, oxides and/or epidote. Plagioclase phenocrysts, when present, rarely exceed 15%, and may be up to 1 cm in size. Mafic fragmental rocks consist of lapilli tuff and hyaloclastite. Basaltic tuff typically contains fragments of scoria that are irregular to lenticular in shape. Pillow structures, spilitic mineralogy hyaloclastic textures and local palagonitic alteration are all characteristic of subaqueous deposition (Wilson, 1992).

4.1.3.3 - Felsic Volcanic Rocks

Felsic volcanic rocks of the Wapske Formation are rhyolitic (> 70% SiO2). They are commonly dark grey to green in color, massive to flow-banded, aphyric to feldspar-phyric and locally vesicular. Felsic volcanic rocks display several textures such as glassy, perlitic and spherulitic (Wilson, 1992). Some are devitrified and fragmental. Microbrecciated rhyolites are observed locally and are spatially related to the glassy rhyolite. Perlitic and spherulitic rhyolite commonly displays chloritic or sericitic alteration. The rhyolites contain 15% euhedral to subhedral K-feldspar phenocrysts rarely exceeding 3 mm in size. Sericitization commonly affect the felsic rocks totally replacing potassium feldspar in some cases. Massive to flow-banded, perlitic or devitrified rhyolite locally transitions from a zone of brecciation into a finely brecciated rock showing angular fragments in a vitric matrix of finely granulated felsitic material. The fragments and groundmass are moderately to extensively sericitized or chloritized. Medium- to coarse-grained chloritized volcaniclastic rocks containing clasts of perlitic, spherulitic or banded rhyolite overlie units of microbrecciated rocks. These volcaniclastic rocks are also locally intercalated with siltstone or sandstone beds. Pyroclastic rocks forming vitric-crystal, vitric-lithic, and pumiceous vitric lapilli tuff are found with all felsic suite but are least important volumetrically. Pyroclastic rocks include polymict lithic

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fragments in a vitric groundmass of bubble-wall shards and spicules. The pyroclasts are pumice lapilli, crystals or crystal fragment. Feldspar crystals are present with rare quartz crystals with accessory lithic clasts including fragments of perlitic, spherulitic, or flow-banded rhyolite derived from underlying lava flows (Figure 3).

4.1.3.4 - Intrusive Rocks

Plutonic rocks in northern and central New Brunswick comprise Early Paleozoic (Early– Middle Ordovician) foliated granites and much less abundant gabbro that are co-magmatic with volcanic rocks of the Popelogan Arc and Tetagouche Backarc Basin. Middle Paleozoic generally unfoliated felsic to mafic intrusions range in age from 423 Ma to 364 Ma (Late Silurian–Late Devonian). The inverted-cone-shaped hill of Haystack Mountain and Bald Peak consist of fine-grained porphyritic felsic to intermediate intrusive rock most likely representing subvolcanic feeder pipes for felsic volcanic units. Local outcrops of feldspar-rich rocks may form shallow plutonic equivalents of some felsic extrusive rocks.

There are two assemblages of mafic intrusive rocks. One suite may be contemporaneous with volcanic activity and represents feeders for the mafic extrusive rocks, whereas a later suite includes post-Acadian dykes and small stocks.

4.1.3.5 - Structure and Metamorphism

Volcanic rocks in the Riley Brook area are oriented NE-SW to NNE-SSW parallel the regional orientation of the Tobique Zone. The volcanic assemblage is younger toward the west and dips to the west away from the fault contact with the Miramichi Terrane.

Sedimentary rocks locally reveal open to close folds, with the large competent felsic volcanic suites being relatively unaffected. Most sedimentary rocks, and some mafic volcanic rocks, are affected by a penetrative cleavage axial planar to folds and parallel to the regional strike. Major faults, such as the Blue Bell fault, also trend NE-SW to NNE-SSW. Late-stage faulting, oriented ENE-WSW and ESE-WNW offset the various volcanosedimentary units in the Riley Brook area.

The Tobique Group is characterized by a sub-greenschist metamorphic grade. The basaltic rocks display an albite = chlorite + calcite + epidote + titanite = pumpellyite + prehnite mineral paragenesis. Sedimentary and felsic volcanic rocks normally contain only sericite and chlorite as secondary minerals (Wilson, 1992).

4.1.4 - Geochemistry of Volcanic Rocks

The Siluro-Devonian volcanic rocks of northern New Brunswick display a wide range of SiO2, contents varying from 46% to >75% (Dostal et al., 1989). Intermediate rocks with SiO2, in the range of 58 to 69% constitute only a minor part of the sequence. The mafic rocks are predominantly basalts and basic andesite with <57% SiO2 and are usually subalkaline, some being transitional. Their composition resembles that of continental tholeiites. The REE (Rare Earth Element) patterns of basaltic rocks exhibit distinct light REE (LREE) enrichment and a gradual depletion of heavy REE (HREE). The patterns of chondrite-normalized abundances of incompatible elements show an overall progressive increase from the less incompatible elements (Y and Yb) towards highly incompatible LREE and Th, usually accompanied by negative Nb and Ta anomalies, which are typical of volcanic-arc rocks and some

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continental tholeiites (Pearce 1982; Dostal and Dupuy 1984). However, compared with volcanic-arc rocks, the mafic rocks have higher abundances of High-Field-Strength elements (HFSE; ex: Zr, Ta, Nb) and different ratios of several of these elements. On the basis of the relationship between HFSE, the basalts in all the suites are of within-plate type.

Figure 3. Geological map of the Property, Victoria County, New Brunswick. The localization of the historical showings are reported on the map.

Felsic rocks are mostly rhyolites with $>70\%$ SiO2. The abundance of Zr in the Tobique Group rhyolites is highly variable, ranging from 170 to 1900 ppm. High-Zr rocks ( $>500 - 700$ ppm Zr), which occur only in subordinate amounts, were originally peralkaline rhyolites, whereas rhyolites with $<350$ ppm Zr correspond to subalkaline rhyolites. The distribution of immobile incompatible elements, such as Zr, Nb, and Y, in the peralkaline rhyolites are comparable to that of modern peralkaline felsic volcanic suites. The REE pattern of the low-Zr rhyolites resembles the profiles of the basalts but has a distinct negative Eu anomaly and higher absolute concentrations. According to the distribution of Y, Nb, and Rb (Pearce et al. 1984), the rhyolites and of the Tobique Group were emplaced in a within-plate environment, consistent with the occurrence of peralkaline rhyolites which are usually considered to be emplaced in an extensional modern tectonic environment.

4.2 - Mineralization

Mineralization occurring on the Property is characterized by several altered zones within felsic Late Devonian metavolcanic rocks containing various concentrations of Cu, Zn, Pb and Au in disseminated, veinlets and semi-massive forms. Currently, there are nine known mineralized showings listed in the Natural Resources and Energy Development mineral occurrence database shown in Figure 3.

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4.2.1 - Stewart Peaks South

The mineralization consists primarily of Zn. Sulphides occur as disseminations and coatings along fractures and as disseminations in vugs in felsic volcanic rocks. Minor amounts of pyrite, sphalerite and galena were observed in outcrops and the highest assay values recorded were 108 ppm Cu, 390 ppm Pb and 1180 ppm Zn from a fine- to medium- grained flow banded rhyolite float. The mineralization occurs along fracture surfaces.

4.2.2 - Blue Mountain Lake

Chalcopyrite occurs as irregular disseminations and as small grains and blebs accompanied by occasional sphalerite and rare pyrite in a shear zone cutting an amygdaloidal andesite. Carbonatization of the host rocks is locally present. Grab samples across 4.9 m assayed 0.16% Cu. Pyrite and minor chalcopyrite mineralization were observed in rhyolite near a soil anomaly.

4.2.3 - Black Mountains A

Sulphides are disseminated in felsic volcanic rocks. Pyrite and minor chalcopyrite and galena mineralization were observed in a rhyolite near a soil anomaly. A rock sample from this location assayed 126 ppm Cu, 1920 ppm Pb, 386 ppm Zn and 1.7 g/t Ag. Another grab rock sample described as pink to white, aphanitic, limonite-stained rhyolite with disseminated pyrite, minor galena and possible sphalerite yielded high K/Na ratios indicating the rock has undergone some alteration although no significant anomalous base metals values were obtained.

4.2.4 - Black Mountains B

Sulphides are disseminated in felsic volcanic rocks. Pyrite and minor chalcopyrite mineralization were observed in rhyolite near a soil anomaly. A grab rock sample from this location was only slightly anomalous in Pb (100 ppm) and Zn (199 ppm).

4.2.5 - Riley Brook

Base metal sulphides are reported to occur in rhyolite and rhyolite tuff associated with basalt and siltstone, shale and calcareous slate. Chalcopyrite, sphalerite, galena and pyrite mineralization were observed. The rock alteration is characteristic of epithermal mineralization. Assay values were generally low. Samples collected on the Riley Brook road carried anomalous values of Au (up to 38 ppb) and Pb (up to 770 ppm).

4.2.6 - Riley Lake

Sulphides occur as veins cutting felsic agglomerates and greywackes. One DDH intersected felsic volcanic rocks and greywacke containing disseminated and stingers of pyrite (1%) with specks of sphalerite, galena and chalcopyrite. The best assay results obtained were 930 ppm Zn, 374 ppm Pb and 133 ppm Cu over 1.5 m. One grab sample represented a silicified, brecciated, pyrite-rich dark grey rhyolite with minor galena and assayed 40 ppb Au, 2300 ppm As, 63 ppm Sb, 380 ppb Hg, 370 ppm Pb and 300 ppm Zn.

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4.2.7 - Mable Brook

Sparse base metal sulphides occur in intermediate (?) lava. Diamond drilling revealed disseminated and stringer sulphides occurring at depth in locally chloritized and sericitized rhyolite and siltstone. Sulphides are mainly confined to rhyolite but do occur in the overlying siltstone at the contact and in siltstone beds within the rhyolite unit. The mineralization also consists of sparse pyrite, chalcopyrite, sphalerite and galena disseminated in boulders and outcrop. An assay from one bedrock exposure comprising mineralized intermediate lava gave a value of 0.01% Cu, 0.01% Pb and nil Zn and Ni. A DDH intersected minor stringers and disseminated pyrite with traces of sphalerite and galena in a rhyolite unit. The best assay results gave 0.11% Pb, 0.02% Cu, 0.09% Zn and 5.48 g/t Ag over 9.7 m.

4.2.8 - Campbell River

Reported washing alluvial gold from black sand along the river near the mouth of Long Lake Fork, a tributary of the Tobique River.

4.2.9 - Upper Blue Mountain Lake

The mineralization consists of traces of finely disseminated pyrite, chalcopyrite, sphalerite and galena in mafic and felsic volcanic rocks. A sample described as a fine-grained massive dark grey rhyolite with abundant Mn stringers, pyrite and possible sphalerite and galena was assayed. Concentrations of 264 ppm Cu, 5680 ppm Pb and 4640 ppm Zn were reported.

4.3 - Deposit Types

The Cu, Zn, Pb ± Au mineralization present on the Property may be provisionally classified as epithermal. Epithermal base and precious metal deposits are broadly grouped into high-, intermediate-, and low-sulphidation types based on the sulfur oxidation state in the ore-forming fluids and their hypogene sulphide assemblages (White and Hedenquist, 1990, 1995; Hedenquist, 1987). In general, low sulphidation refers to a style of epithermal system developed in a geothermal or hot springs environment versus high sulphidation epithermal systems which develop in the volcanic hydrothermal environment. There can be significant overlap between these two endmembers. Intermediate-sulphidation epithermal deposits occur in a broad spectrum of andesitic- dacitic arcs but commonly do not show such a close connection with porphyry Cu deposits as do many of the high-sulphidation deposits.

The Riley Brook mineralization could belong to the polymetallic low- or intermediate- sulphidation deposits class. This deposit style was recognized by Sillitoe (1993). Examples include the Fresnillo, Pachuca and Guanajuato districts (Mexico), Cikotok (Indonesia), El Bronce (Chile), Toyoha (Japan), Zgid (Russia) and Comstock and Creede (USA). They show many of the textural and alteration characteristics of gold-silver deposits but are usually dominated by silver and lead-zinc mineralization. Gold and silver mineralization occurs dominantly as veins and stockworks with minor disseminations. Distinctive minerals present include pyrite, sphalerite, galena, arsenopyrite and sulfosalts (complex Ag, Pb and Cu species with As and Sb as well as sulfur). Gangue minerals are dominated by quartz, adularia (hydrothermal potassium feldspar) and calcite with some illite development. Fluids in this regime generally do not significantly alter surrounding wall rocks at the depth of mineralization but do affect increasingly widespread silicification. Advanced argillic alteration and propylitic alteration occur above

the mineralized levels. Low sulphidation epithermal mineralization is controlled by competent or brittle host rocks which develop fractures as vein hosts, although permeability is locally important. Ore metals and gangue ingredients are dissolved in the epithermal ore fluids, which rise from depth along structural pathways at high temperatures (>200°C) under enough pressure to preclude boiling. Different types of hydrothermal fluids are involved: a) Meteoric b) Magmatic-meteoric waters and, c) Magmatic dominant waters.

The metals component of the vein filling is zoned with respect to the boiling level. Base metals (Pb, Zn, Cu) tend to be deposited below it, while silver and gold are dominantly deposited above the boiling level. Alteration is also zoned with respect to the boiling level and the paleosurface. Overall, the combined alteration zones tend to spread out laterally and upwards, reflecting a combination of the near surface horse- tailing of the structural framework and progressive fluid migration away from the principal fluid conduits. The overall lateral progression is from silicification to propylitic alteration (chlorite, epidote, calcite and pyrite), whereas the vertical progression is from silicification to advanced argillic alteration to siliceous residue.

Gold mineralization related to the Property could also belong to the lode gold, or orogenic gold type. This type usually occurs in greenstone-hosted quartz- carbonate veins in a wide variety of host rock types; mafic and ultramafic volcanic rocks and competent iron- rich differentiated tholeiitic gabbroic sills and granitoid intrusions (e.g., Tonalite-Trondhjemite-Granodiorite; TTG). Typically, there is a strong structural control of the gold deposits and orebodies at all scales. The morphology can be highly variable, including: 1) brittle faults to ductile shear zones, 2) extensional fractures, stockworks and breccias, and 3) fold hinges (Hodgson, 1989). The orebodies consist dominantly of altered host rock with disseminated mineralization or of fissure-filled mineralization. The gold- bearing shear zones and faults associated with this deposit type are mainly compressional and they commonly display a complex geometry with anastomosing and/or conjugate arrays (Robert and Poulsen, 2001).

Veins in the orogenic gold deposits are dominated by quartz with subsidiary carbonate and sulphide minerals, and less abundantly, albite, chlorite, white mica, tourmaline, and scheelite. Carbonate minerals consist of calcite, dolomite and ankerite. Gold occurs in the veins and in adjacent wallrocks and is usually intimately associated with sulphide minerals, including pyrite, pyrrhotite, chalcopyrite, galena, sphalerite, and arsenopyrite. In volcano- plutonic settings, pyrite and pyrrhotite are the most common sulphide minerals in greenschist and amphibolite grade host rocks. The main alteration products of the wallrocks include carbonate minerals (calcite, dolomite, ankerite, sulphide minerals (generally pyrite, pyrrhotite or arsenopyrite), sericite, fuchsite, albite, chlorite and quartz. Lode gold deposits are spatially and genetically associated with second- and third-order compressional reverse- oblique to oblique brittle- ductile high-angle shears and high strain zones. Orogenic gold deposits were in general formed from moderately reduced fluids with a nearly neutral to weakly alkaline pH at all crustal levels (Mickucki, 1998). The ore-forming fluid is typically a 1.5 ± 0.5 kb, 350° ± 50°C, low-salinity H2O-CO2 ± CH4± N2 fluid that transported gold as a reduced sulphur complex (Groves et al., 2003).

5. EXPLORATION

5.1 - Early May, 2024 (Tommy Borne)

During the month of May 2024, Fancamp Exploration delegated Tommy Borne (Junior Geological Engineer) to explore the Property to open the different access roads and collect grab rock samples from

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the several mineralized historical showings. The junior engineer spent nine-day collecting 32 grab samples from 6 specific sites resulting into 29 analyses for base and precious metals and other indicator elements (Figure 5 and Table 2).

5.1.1- Soil Sampling Survey (B Horizon)

GeoExplore Survey Inc., from Bathurst, NB on behalf of Fancamp also completed a soil survey collecting samples from the B Horizon with the help of 4 technicians under the supervision of Tommy Borne. Three grids were established in the north, central and northwest areas of the Property during the period of May 20th to June 3rd (Figure 6). Each grid was built with a 150 m sample spacing. The soil samples were analyzed for 53 elements, including base and precious metals as well as other indicator elements. The pH of each sample was also determined. The analytical data for the entire set of soil samples including blanks and duplicates are given in Appendix 1 of the Riley Brook Technical Report, accompanied by the UTM coordinates, type of soil and depth of sampling. The result of the survey is in the process of being interpreted by the Fancamp exploration team.

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Table 2. Major and trace element concentrations of grab samples collected during the 2024 exploration campaign of the Property.

Sample no.	Seating	Northing	Type	Color	Litho_simp.	Lithology 1	Lithology 2	Alteration	Mineralization	Comments	As g/l	Ag (ppm)	Cd	Cu	Mn	Mn	Ni	Pb	Zn	Al (wt. %)	As (ppm)
479051	643609	5213473	Subcrop	Grey on surface		Basalt	Quartz Vein		1% vein pyrite	Veine on de qtz dans un basalte suivant on orientation 130° nord	<0.005	0.4	0.25	57	1660	2	89	160	223	2.15	37
479052	643634	5213509	Boulder	White	Quartz vein				2% pyrite	Pyrite dans un boulder de Qtz fumé. Bloss sub-arronds	0.007	0.1	0.25	7	29	22	10	15	5	0.21	48
479053	635976	5209058	Boulder	Smokey white, rusty		Quartz Vein				Possible VG, plusieurs roches avec quelque grains minéralisés dans un ruisseau	<0.005	0.1	0.25	5	76	22	18	4	6	0.15	1
479054	636007	5209083	Boulder	Smokey white, rusty		Quartz Vein		Oxydation		Quelques grains minéralisés dans un qtz smokey rouille, plusieurs boulders	<0.005	0.3	0.25	3	101	22	18	3	12	0.29	1
479055	637065	5211147	Boulder	Red		Rhyslite				Rhyslite rouge avec des veinules de qtz, aucune minéralisation	<0.005	0.1	0.25	2	57	14	10	26	39	0.48	1
479056	637105	5211221		Grey on surface	Basalt						<0.005	0.1	0.25	38	982	1	91	1	77	2.87	6
479057	637377	5211476	Boulder	Grey and white, greenish in Qtz vein		Basalt	Quartz Vein	Sertification		4 boulders subarronds avec des stockworks de Qtz	<0.005	0.1	0.25	40	1500	2	83	4	78	3.44	1
479058	644445	5217723	Boulder	Grey, rusty		Basalt		Slicification	1% pyrite	Boulder angulaire avec grains de pyrite en amas et dissemines	<0.005	0.2	0.25	51	133	17	10	7	14	0.58	6
479059	644979	5217814	Sub-Subcrop	Grey white						Plusurs bloss	<0.005	0.1	0.25	2	845	7	39	24	55	2.16	2
479060	644996	5217802	Sub-Subcrop	white/beige, grey		Quartz Vein		Slicification		Basalt avec veine de Qtz, fortement silicifié	<0.005	0.1	0.25	3	542	7	10	4	27	1.07	9
479061	644991	5217795	Boulder	Rusty		Quartz Vein	Basalt	Slicification	1% disseminated pyrite	Boulder rouille, semble avoir un contact litho, 2 echantillons, très silicifiée	<0.005	0.1	0.25	101	308	17	8	13	15	0.7	15
479062	644993	5217797	Boulder			Quartz Vein				Même que 479061	<0.005	0.1	0.25	100	268	17	7	16	13	0.65	15
479063	645015	5217782	Subcrop	Grey, rusty		Quartz Vein	Basalt	Slicification		Quelques grains de pyrite visibles dans une veine cm et au pourtour dans l'ensuasion	<0.005	0.3	0.25	53	397	12	7	63	40	0.83	42
479064	638073	5210862	Subcrop	White		Quartz Vein				Stockwork de veine dans un basalte	<0.005	0.1	0.25	3	336	5	60	8	26	2.57	4
479065	638073	5210862	Subcrop	Grey, reddish on surface		Basalt				Stockwork de veine dans un basalte	<0.005	0.1	0.25	27	972	2	115	3	69	3.88	6
479066	645045	5217883	Boulder	Grey rusty		Basalt			1% disseminated pyrite, c		<0.005	0.1	0.25	3	443	22	28	1	25	0.46	1
479068	648015	5217509	Sub-Subcrop							Brache? Assemblage de plusieurs morceaux de roche/qtz, champ de boulder	<0.005	0.1	0.25	27	352	10	23	7	74	1.34	1
479069	648475	5225297	Boulder	Rusty		Rhyslite				Boulder rouille dans un champ de bloss remanais	0.028	0.9	0.25	7	31	24	5	38	10	0.36	30
479070	648350	5225645	Boulder	Grey		Basalt			2% disseminated pyrite, c	Boulder angulaire plurimétrique rouille avec mineralisation en amas et le long des fractures	<0.005	0.1	0.25	6	707	6	5	17	73	1.45	639
479071	648350	5225645	Boulder							Même 479070, mais echantillon contenant une veine de qtz minéralisate	0.05	0.5	0.25	11	882	7	6	26	78	1.55	1250
479072	648362	5225620	Boulder	Pale grey, rusty on surface		Rhyslite			2% pyrite	Boulder angulaire comprenant beaucoup de silice, minéralisation fixement disséminée	0.037	0.1	0.25	7	72	18	12	22	21	0.34	54
479073	648342	5225671	Sub-Subcrop	Pale grey, rusty		Rhyslite				Roche angulaire, semble être un subtrop, pyrite disséminé dans la matrice	0.009	0.1	0.25	5	183	14	9	7	21	0.54	20
479074	648710	5225492	Boulder	Pale grey, rusty on surface		Rhyslite			1% disseminated pyrite	Pyrite très fixement disséminé, dans un boulder angulaire	0.008	0.3	0.25	250	287	10	5	13	43	0.69	11
479075	644741	5222955	Boulder	Pale grey, rusty on surface		Rhyslite			1% disseminated pyrite	Pyrite en amas et diss dans une rhyslite. Plusieurs boulders angulaires	0.011	0.3	0.25	5	287	13	9	405	133	0.91	96
479076	641775	5226022	Boulder	Dark Grey, pale green		Basalt		Sertification		Boulder angulaire avec des veinules bahiche/cerdantes non	<0.005	0.1	0.25	58	1170	2	98	2	82	4.77	6
479077	642329	5226715	Boulder			Basalt		Slicification		Pyrite? Ne reagit pas à laide, 10wt. % très fixement disséminée	0.005	0.1	0.25	13	1040	5	53	5	65	1.96	4
479078	642199	5226613	Boulder	Rose/ Pale grey / rusty		Rhyslite			3% disseminated pyrite	Boulder angulaire minerale dans une rhyslite, minéralisation en veinule et disséminée	0.046	1	0.25	14	50	27	10	55	33	0.33	192
479079	641491	5225984	Boulder	Rusty grey		Basalt			1% stringer pyrite	Mineralisation sur un boulder subarrondi plurimétrique, minéralisation dans fracture	0.114	1.4	0.25	30	988	5	97	55	77	2.51	470

Table 2. Major and trace element concentrations of grab samples collected during the 2024 exploration campaign of the Property.

Sample no.	B	Ba	Bz	Bi	Ce(wt. %)	Co	Cr	Fe (wt. %)	Co (ppm)	Hg	K (wt. %)	Le(ppm)	Mg (wt. %)	Na	P	S	Sb (ppm)	Sc	Sr	Ti (wt. %)	Th (ppm)	Ta	Tl	U	V	W	Y	Zr
479651	5	39	0.7	3	0.1	40	91	6.05	20	0.5	0.09	25	1.49	0.07	0.047	1.9	4	7	4	0.01	10	0.5	1	5	81	5	13	40
479652	5	58	0.25	1	0.01	0.5	163	1.51	5	0.5	0.15	22	0.02	0.097	0.023	0.93	1	1	6	0.005	10	1	1	5	1	5	5	32
479653	5	5	0.25	213	0.03	1	262	0.4	5	0.5	0.04	5	0.06	0.016	0.005	0.005	2	0.5	2	0.005	10	3	1	5	13	5	2	1
479654	5	15	0.25	1	0.04	1	260	0.53	5	0.5	0.09	5	0.08	0.028	0.01	0.005	2	0.5	3	0.005	10	1	1	5	17	5	2	3
479655	5	34	0.6	1	0.02	0.5	160	1	5	0.5	0.36	44	0.03	0.032	0.01	0.005	3	0.5	3	0.01	10	0.5	1	5	6	5	11	37
479656	5	21	0.25	1	1.37	37	190	6.04	5	0.5	0.005	5	3.21	0.077	0.096	0.02	5	10	14	0.67	10	11	1	5	138	5	17	26
479657	12	35	0.25	1	4.35	33	190	6.37	10	0.5	0.005	5	2.36	0.05	0.086	0.005	3	16	192	0.77	10	12	1	5	200	5	19	20
479658	5	40	0.25	1	0.12	2	158	1.44	5	0.5	0.25	23	0.18	0.066	0.01	0.49	2	0.5	8	0.06	10	2	1	5	5	5	9	78
479659	5	58	0.9	1	0.57	18	106	3.47	5	0.5	0.45	26	0.94	0.039	0.058	0.01	3	7	18	0.28	10	5	1	5	49	5	21	12
479660	5	52	0.6	1	0.24	2	83	2.32	5	0.5	0.12	59	0.34	0.107	0.022	0.005	1	3	8	0.17	10	3	1	5	25	5	44	32
479661	5	40	0.25	1	0.06	3	135	2.45	5	0.5	0.11	38	0.16	0.106	0.011	0.4	1	1	7	0.09	10	1	1	5	7	5	23	54
479662	5	50	0.25	1	0.04	0.5	115	2.13	5	0.5	0.11	39	0.14	0.099	0.011	0.31	1	1	7	0.08	10	2	1	5	8	5	22	54
479663	5	54	0.25	3	0.01	0.5	119	3.12	10	0.5	0.11	5	0.17	0.102	0.011	0.19	2	0.5	7	0.005	10	0.5	1	5	5	5	17	69
479664	15	24	0.25	1	2.4	12	113	3.04	10	0.5	0.08	13	1.11	0.027	0.026	0.005	2	8	371	0.31	10	6	1	5	93	5	10	20
479665	12	34	0.6	1	2.61	35	198	5.51	10	0.5	0.03	12	3.38	0.055	0.057	0.005	4	12	154	0.61	10	9	1	5	162	5	16	26
479666	5	41	0.6	1	0.08	4	73	4.9	10	0.5	0.12	5	0.65	0.078	0.03	0.98	3	5	7	0.02	10	0.5	1	5	15	5	21	38
479667	5	12	0.25	1	0.04	3	286	1.18	5	0.5	0.02	5	0.33	0.024	0.009	0.005	1	0.5	2	0.02	10	0.5	1	5	17	5	1	3
479668	5	51	0.6	1	0.13	8	130	2	5	0.5	0.38	18	0.61	0.034	0.038	0.005	2	2	7	0.03	10	0.5	1	5	20	5	11	6
479669	5	41	0.6	1	0.005	0.5	76	2.87	5	0.5	0.36	14	0.005	0.018	0.013	0.02	5	0.5	4	0.005	10	0.5	1	5	3	5	26	46
479670	5	36	0.25	3	0.4	12	59	6.79	20	0.5	0.13	28	0.92	0.056	0.195	1.59	7	7	4	0.04	10	0.5	12	5	100	5	44	8
479671	5	26	0.25	5	0.36	18	63	8.18	20	0.5	0.11	27	1.03	0.042	0.176	2.69	11	7	3	0.03	10	0.5	23	5	93	5	43	10
479672	5	57	0.25	1	0.01	0.5	162	1.28	5	0.5	0.3	29	0.06	0.028	0.004	0.81	2	1	3	0.01	10	0.5	1	5	6	5	31	48
479673	5	50	0.25	1	0.005	0.5	143	1.55	5	0.5	0.26	37	0.13	0.036	0.003	0.49	3	2	3	0.005	10	0.5	1	5	6	5	27	57
479674	5	52	0.25	1	0.005	0.5	76	2.28	5	0.5	0.18	33	0.15	0.069	0.004	0.72	3	3	3	0.005	10	0.5	1	5	2	5	21	61
479675	5	58	0.6	1	0.005	0.5	117	2.35	10	0.5	0.25	46	0.74	0.02	0.018	0.98	3	1	5	0.005	10	0.5	1	5	17	5	21	68
479676	5	26	0.25	1	1.97	44	184	8.13	10	0.5	0.07	5	5.03	0.028	0.082	0.02	5	17	47	0.75	10	10	1	5	188	5	15	36
479677	5	76	0.7	1	1.55	12	108	2.83	5	0.5	0.4	28	1.11	0.036	0.053	0.005	1	4	24	0.01	10	0.5	1	5	37	5	16	6
479678	5	50	0.25	1	0.04	3	152	1.44	5	0.5	0.29	20	0.08	0.028	0.02	1.07	6	0.5	10	0.005	10	0.5	1	5	5	5	10	52
479679	5	22	0.7	1	0.44	41	172	6.8	10	0.5	0.28	5	2	0.017	0.069	1.11	6	13	5	0.17	10	4	1	5	147	5	14	9

Figure 5. Localization of the grab rock samples collected during the 2024 exploration campaign conducted in May 2024 by Fancamp on the Property, Victoria County, New Brunswick.

Figure 6. Localization of the soil samples (B Horizon) collected during the 2024 exploration campaign conducted by Fancamp on the Property, Victoria County, New Brunswick.

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5.1.2 - Exploration and Grab Rock Sampling

Site 1

In the northern region of the Property the junior engineer was unable to locate the historical Zn and Pb-rich samples found in the 90s and associated with the Riley Lake showing. Instead, mafic boulders with sericite/epidote alteration were encountered and numerous unmineralized basaltic blocks were examined. However, there was some mineralization in boulders expressed by finely disseminated pyrite (1-3%) accompanied by arsenopyrite. One angular pyrite-bearing rhyolite boulder was found. Six grab rock samples were analyzed. Two samples returned concentration of 1250 and 639 ppm As, respectively, with another sample providing a Cu concentration of 250 ppm. The Author did not visit the Riley Lake showing which was also not located by Fancamp exploration team.

Site 2

In the vicinity of the Riley Brook showing, multiple massive metric basaltic silicified boulders mineralized in disseminated or vein pyrite form (1-3%) were observed and sampled. Smaller boulders of rhyolite mineralized with disseminated pyrite (2%) also occurred. 4 grab samples were analyzed, with one rhyolitic boulder containing 3% disseminating pyrite giving an Au value of 0.046 g/t, whereas a basaltic boulder with 1% disseminated pyrite provided a concentration of 0.114 g/t AU. The Author did not visit the Riley Brook showing which was also not located by Fancamp exploration team.

Site 3

Near the Blue Mountain Lake, several outcrops of silicified mafic to intermediate volcanic rocks, some containing pyrite mineralization along fractures, in quartz veins or disseminated were sampled. 9 grab rock samples were analyzed without generating significant results. The Author did not visit the Blue Mountain Lake showing which was also not located by Fancamp exploration team.

Site 4

5 km southeast of Site 3, several outcrops of non-mineralized basalt, often altered and silicified and containing quartz veinlets were discovered. A rusty sub-rounded quartz boulder with finely disseminated arsenopyrite mineralization (1%) was observed. 2 grab samples were gathered, with one sample producing a Zn concentration of 223 ppm with the other samples providing no significant results.

Site 5

A red rhyolite showing weak carbonate alteration, occurring 5 km south of the Blue Mountain showing was observed. The area is mostly devoid of outcrop, however numerous metric basalt boulders were observed, some revealing stockworks of massive white quartz veins. The rocks display moderate silicification with local epidotization across the area. Five grab samples were collected and analyzed without revealing any significant value.

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Site 6

6.5 km to the south, numerous smoky quartz boulders some containing 2% pyrite were found in a riverbed. 2 grab samples analyzed yielded no interesting concentrations in base or precious metals.

5.2 - August 2024 (Tommy Borne, Christopher Grondin (P. Eng.) and François Auclair, (P. Geo.))

A second phase of exploration/prospection was undertaken by Fancamp Exploration team, i.e. Christopher Grondin (P. Eng.), Tommy Borne and François Auclair (P. Geo.) assisted by GeoExplore Survey Inc. during the early to middle part of August, 2024. The work principally consisted of performing traverses in the bush in areas of interest, roaming the different logging and bush roads to find mineralized outcrops, boulders and scree, localizing the historical drillholes collared on the Property and finding the site of past trenches dug in the 2000's. A total of 250 grab rock samples were collected and their localization is illustrated in Figure 10. Pictures of altered and mineralized samples are provided in Figures 11 and 12. The rock samples are to be sent to Actlabs in Ancaster, ON for analyses. The list and UTM coordinates of the samples are given in Appendix 2 of the Riley Brook Technical Report.

6. DRILLING

No drilling was performed by the issuer during the course of writing this report.

7. SAMPLING, ANALYSIS AND DATA VERIFICATION

7.1 - Sample Preparation and Analysis

Fancamp Exploration implemented a strict QA/QC protocol in processing all rock and soil samples collected from the Property. The protocol included the insertion and monitoring of appropriate reference materials, in this case certified gold standard, blanks and duplicates (soil samples) to validate the accuracy and precision of the assay results.

All collected grab samples were put in sturdy plastic bags, tagged and sealed in the field by geological engineers. The sample bags were then put in rice pouches and kept securely in a lodge before being sent by truck for preparation and analysis. The rocks (<8 kg) were dried, crushed to 70% passing 2mm sieve, split to 250 g and pulverized to 85% passing 75 µm sieve. The grab samples were then sent to the Actlabs Laboratories in Ancaster, ON to be analyzed for 38 elements (Ag, Al, As, B, Ba, Be, Bi, Ca, Co, Cd, Cr, Cu, Fe, Ga, Hg, K, La, Mg, Mn, Mo, Na, Ni, P, Pb, S, Sb, Sc, Sr, Th, Ti, Tl, U, V, W, Y, Zr, Te and Zn) using the Aqua Regia "partial" digestion method followed by ICP-OES determination (1E3 package). Gold was determined on all samples by Fire Assay method on a 50 g fraction using the TMG-G5B.

Figure 10. Localization of grab rock samples collected during the August 2024 exploration campaign on the Property, Victoria County, New Brunswick.

Atomic Absorption method (code1A2-50 Actlabs) implemented by Techni-Lab (now part of Actlabs) located in Ste-Germaine-Boule, 50 km north of Rouyn-Noranda, Quebec. The certificate of analyses for the grab samples are reported in Appendix 3 of the Riley Brook Technical Report.

Soil samples (B-horizon) were usually collected from each station on a gridline, each line distanced by $150\mathrm{m.k1g}$ tsooi2l material was extracted with a clean auger and transferred in a Kraft paper bag. To prevent contamination, the samples used a plastic bag glove to manipulate each sample. The paper bag was tagged, sealed, and transferred afterwards into the plastic bag. The sample location was determined by a handheld Garmin GPS. The samples were described and annotated into a cellphone/tablet and later transferred into a computer file. Before being sent to the lab, the soil samples were dried for at least 48h on a rack, then put in sturdy large bags and stored securely in the cabin where the geological engineers resided.

Upon completion of the soil survey, the samples were sent by truck to the ALS laboratory in Moncton, NB. Soil samples were dried at $< 60^{\circ}\mathrm{C}$ , sieved to $< 400$ micron (36 mesh). $50\mathrm{g}$ of the fraction was retained for analysis of 53 elements trough the AuME-ST43 package using the aqua region digestion followed by the super trace gold ICP-MS analytical method at the Sudbury, ON, ALS laboratory. The following elements were analyzed: Au, Cu, Nb, Ta, Ag, Fe, Ni, Te, Al, Ga, P, Th, As, Ge, Pb, Ti, B, Hf., Pd, Tl Ba, Hg, Pt, U, Be, In, Rb, V, Bi, K, Re, W, Ca, La, S, Y, Cd, Li, Sb, Zn, Ce, Mg, Sc, Zr, Co, Mn, Se, Cr, Mo, Sn, Cs, Na and Sr. The soil pH was also determined on a 10g paste sample saturated with water (Code OA-ELE07). The Certificate of Analyses for the soil samples are given in Appendix 4 of the Riley Brook Technical Report.

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The Author is confident that the size and weight of all rock and soil samples were adequate. The data from the quality control checks did not indicate any significant bias or quality control issues for the Actlabs and ALS Minerals. The Author has not visited these two laboratories to see their operations firsthand, nor is he familiar with the general historical performance of the facilities. A geological engineer was constantly involved during the sampling procedures (soil and rocks) and shipping process. Handling and transport all followed a protocol established by the field geological engineer that include a strict chain of custody from sampling to the laboratory.

Therefore, the integrity of the samples is indisputable. The ALS Minerals and Actlabs Laboratories are independent of the Issuer. The Ancaster Actlabs laboratory in Ontario and ALS Minerals Laboratories in Moncton, Vancouver, Val d'Or, Rouyn-Noranda and Sudbury have obtained the ISO/IEC 17025 Certification from the Standards Council of Canada for a number of specific test procedures including fire assay of Au by AA, ICP and gravimetric finish, multielement ICP and AA Assays for Ag, Cu, Pb, and Zn. The above-mentioned laboratories implement standard operating procedures requiring the analysis of quality control samples (reference materials, duplicates, and blanks) with all sample batches. As part of the assessment of every data set, results from the control samples are evaluated to ensure they meet set standards determined by the precision and accuracy requirements of the method. The analytical laboratories use barren wash material between sample preparation batches. This cleaning material is tested before use to ensure no contaminants are present and results are retained for reference.

In conclusion, the Author believes the sampling preparation, security, and analytical procedures were adequate and consistent with generally accepted industry best practices. The data from the quality control checks did not indicate any significant bias or quality control issues.

7.2 - Data Verification

Throughout the course of the first exploration campaign, the soil and rock sampling program was supervised by Christopher Grondin (P. Eng.).

There was no QA/QC protocol established during the collection of grab samples during the May 2024 field exploration campaign. The sample batches did not include blanks, reference standards or duplicates. Concerning the collection of grab samples performed in August 2024, blank samples and certified standards, namely OREAS 620, were inserted every 50 samples. The results are not received yet.

The QA/QC protocol related to the soil sampling survey included the insertion of blanks and duplicates in the sample batches submitted to the laboratory. Spearman rank correlation coefficients for duplicate and original samples for Au, As, Ag, Pb and Zn are presented in binary plots. The correlations coefficients varies from 0.746 to 0.929 to the exception of gold for which the very low concentrations skews the correlation coefficient, becoming meaningless. Table 3 below presents the concentrations of 18 blank samples analyzed for Au, Ag, Pb and Zn. The blank values are acceptable, except for Zn which appear rather high.

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Table 3. Concentrations of blank samples from the 2024 soil survey completed by GeoExplore Survey Inc. on the Property, Victoria County, New Brunswick

Blank samples (n=18)
	Au	Ag	Cu	Pb	Zn
Concentration (ppm)	BD	0.011	4.363	2.406	32.494
Standard-deviation (1σ)	BD	0.014	3.795	2.041	4.845

BD=Below Detection Limit

7.3.1- QP Visit of the Property

The Author has visited the Property on August 16, 2024. The Property being in large part covered by moderately thick overburden, outcrops are sparse and small. The visit consisted of looking at mineralized boulders and scree forming the talus of small hills. No sample were collected during the visit.

8. MINERAL PROCESSING AND METALLURGICAL TESTING

There was no mineral processing or metallurgical testing during the course of this study.

9. MINERAL RESOURCE AND MINERAL RESERVE ESTIMATES

9.1 - Mineral Resource Estimates

There was no mineral resource estimate during the course of this study.

9.2 - Mineral Reserve Estimates

The Riley Brook Technical Report does not report any mineral reserves.

10. MINING OPERATIONS

The Property is not an "advanced property" as that term is defined by NI 43-101. Therefore, Mining Methods are not discussed in the Riley Brook Technical Report.

11. PROCESSING AND RECOVERY OPERATIONS

The Property is not an "advanced property" as that term is defined by NI 43-101. Therefore, Recovery Methods are not discussed in the Riley Brook Technical Report.

12. INFRASTRUCTURE, PERMITTING AND COMPLIANCE ACTIVITIES

12.1 – Local Resources and Infrastructures

Major infrastructures related to the Property reside in a network of logging roads which provide access to all parts of the Property. Provincial road 385 abuts the Property past the Tobique River crossing at the Riley Brook village. The local electric grid along the road can provide electricity,

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however the nearest 3,000 kW transmission line is located 8 km to the northeast on the northern shore of the Sisson Branch Reservoir. The nearest "large" population centers are Grand Falls (pop. 5,220) and Edmunston (pop. 16,437) which can provide manpower and offer several services, including lodging, food, gas, health clinic, car, and truck rental. Edmundston is served by New Brunswick Route 2, a four-lane all weather divided highway and, on the other side of the Saint John River, by U.S. Route 1. There is a municipal airport 17 km north of Edmundston which serves general aviation traffic. Water for drilling can be obtained froermounsum scattered throughout the Property.

12.2 – Permitting and Compliance

The Property is not an "advanced property" as that term is defined by NI 43-101. Therefore, Recovery Methods are not discussed in the Riley Brook Technical Report.

13. CAPITAL AND OPERATING COSTS

The Property is not an "advanced property" as that term is defined by NI 43-101. Therefore, Capital and Operating Costs are not discussed in the Riley Brook Technical Report.

14. EXPLORATION, DEVELOPMENT, AND PRODUCTION

1.4.1 – Recent Exploration

The Company conducted two programs of exploration lasting 9 days in May 2024 and 15 days during August 2024. During the first stage, the junior geological engineer collected 32 grab samples from 6 specific sites returning few significant values in base and precious metals. GeoExplore Survey Inc. conducted a soil survey collecting 1171 samples from the B Horizon during a 9-day period in May 2024. Three grids were located in the north, central and northwest areas of the Property with a 150m sample spacing. Finally, the second phase of exploration carried out from August 5 to 19, 2024 involved a property-wide prospecting to discover mineralized outcrops and boulders and collect grab samples, 250 in total.

1.4.2 – Agreement with Lode Gold Resources Inc.

On August 27, 2024, Fancamp Exploration Ltd. announced that it has entered into an agreement with Lode Gold Resources Inc. and "Spin Co" or "Gold Orogen". The agreement stipulates Lode Gold will transfer all of its interests in its McIntyre Brook property located in New Brunswick and Fancamp will transfer all of its interests in the Property located in New Brunswick to a newly incorporated joint-venture entity in which Fancamp and Gold Orogen will each own 50% of the outstanding shares. Fancamp will be the Operator of the New Brunswick exploration programs. Lode Gold will transfer to Gold Orogen, both its Golden Culvert property and its nearby Win property situated in southeastern Yukon.

Fancamp will invest $2,500,000 into Gold Orogen in exchange for such number of common shares as is equal to 19.9%. A portion of the Fancamp Investment will be completed through a flow through

G - 92

93 -

offering by Gold Orogen resulting in approximately $3,000,000 in proceeds. Golden Orogen will raise $1,500,000 by way of equity private placement in addition to the Fancamp Investment.

G - 93

Appendix "4" to Schedule "G"

1475039 B.C. LTD.
FINANCIAL STATEMENTS
PERIOD FROM APRIL 9, 2024
(INCORPORATION) TO
SEPTEMBER 30, 2024
(EXPRESSED IN CANADIAN DOLLARS)

Independent Auditor's Report

MNP

To the Shareholder of 1475039 B.C. Ltd.:

Opinion

We have audited the financial statements of 1475039 B.C. Ltd. (the "Company"), which comprise the statement of financial position as at September 30, 2024, and the statements of changes in equity and cash flows for the period from April 9, 2024 (incorporation) to September 30, 2024, and notes to the financial statements, including material accounting policy information.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at September 30, 2024, and its financial performance and its cash flows for the period from April 9, 2024 (incorporation) to September 30, 2024 in accordance with International Financial Reporting Standards.

Basis for Opinion

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

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

MNP LLP

2200 - 1021 West Hastings Street, Vancouver BC, V6E 0C3

1.877.688.8408 T: 604.685.8408 F: 604.685.8594

PRAXITY

MNP.ca

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Vancouver, British Columbia

October 25, 2024

MNP LLP

Chartered Professional Accountants

2200 - 1021 West Hastings Street, Vancouver, British Columbia, V6E 0C3

1.877.688.8408 T: 604.685.8408 F: 604.685.8594 MNP.ca

MNP

1475039 B.C. Ltd.
Statement of Financial Position
(Expressed in Canadian Dollars)

	As at September 30, 2024
ASSETS
Current assets
Cash	$ 1
Total assets	$ 1
EQUITY
Share capital (note 3)	$ 1
Total equity	$ 1

The accompanying notes to the financial statements are an integral part of these statements.

Nature of business and going concern (note 1)
Subsequent events (note 7)

Approved on behalf of the Board:
(Signed) "Wendy Chan" Director

1475039 B.C. Ltd.
Statement of Changes in Equity
(Expressed in Canadian Dollars)

	Share capital	Total
Balance, April 9, 2024	$ -	$ -
Incorporation shares issued (note 3)	1	1
Net income and comprehensive income for the period	-	-
Balance, September 30, 2024	$ 1	$ 1

The accompanying notes to the financial statements are an integral part of these statements.

1475039 B.C. Ltd.
Statement of Cash Flows
(Expressed in Canadian Dollars)

	Period from April 9, 2024 (Incorporation) to September 30, 2024
Financing activities
Incorporation shares issued	$ 1
Net cash provided by financing activities	1
Net change in cash	1
Cash, beginning of period	-
Cash, end of period	$ 1

The accompanying notes to the financial statements are an integral part of these statements.

1475039 B.C. Ltd.
Notes to Financial Statements
Period from April 9, 2024 (Incorporation) to September 30, 2024
(Expressed in Canadian Dollars)

Nature of business and going concern

1475039 B.C. Ltd. ("GOLD OROGEN" or the "Company") is a private company incorporated under the provisions of Business Corporations Act of British Columbia on April 9, 2024. The Company is a wholly owned subsidiary of Canada Lode Gold Resources Inc. ("Lode Gold"), a TSX-V listed entity. Its registered and head office is located at 20th Floor, 250 Howe Street, Vancouver, British Columbia, V6C 3R8.

Material accounting policies

The Company applies International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and interpretations issued by the IFRS Interpretations Committee ("IFRIC").

The policies applied in these financial statements are based on IFRSs issued and outstanding as of September 30, 2024. These financial statements were approved by the Board of Directors on October 25, 2024.

Basis of presentation and going concern

These financial statements have been prepared on a historical cost basis. The Company's functional and presentation currency is Canadian dollars.

These financial statements have been prepared on a going concern basis in accordance with International Financial Reporting Standards ("IFRS") with the assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business.

These financial statements do not include the statement of income and comprehensive income as there were no activities during the period from April 9, 2024 (date of incorporation) to September 30, 2024.

Cash

Cash is comprised of cash on hand. As of September 30, 2024, there were no cash equivalents held by the Company.

Financial instruments

Financial assets

Initial recognition and measurement

Non-derivative financial assets within the scope of IFRS 9 are classified and measured as "financial assets at fair value", as either fair value through profit or loss ("FVPL") or fair value through other comprehensive income ("FVOCI"), and "financial assets at amortized costs", as appropriate. The Company determines the classification of financial assets at the time of initial recognition based on the Company's business model and the contractual terms of the cash flows.

All financial assets are recognized initially at fair value plus, in the case of financial assets not at FVPL, directly attributable transaction costs on the trade date at which the Company becomes a party to the contractual provisions of the instrument. Financial assets with embedded derivatives are considered in their entirety when determining their classification at FVPL or at amortized cost. Cash is measured at amortized cost.

1475039 B.C. Ltd.
Notes to Financial Statements
Period from April 9, 2024 (Incorporation) to September 30, 2024
(Expressed in Canadian Dollars)

Material accounting policies (continued)

Financial instruments (continued)

Subsequent measurement – financial assets at amortized cost

After initial recognition, financial assets measured at amortized cost are subsequently measured at the end of each reporting period at amortized cost using the Effective Interest Rate ("EIR") method. Amortized cost is calculated by taking into account any discount or premium on acquisition and any fees or costs that are an integral part of the EIR.

Subsequent measurement – financial assets at FVPL

Financial assets measured at FVPL include financial assets management intends to sell in the short term and any derivative financial instrument that is not designated as a hedging instrument in a hedge relationship. Financial assets measured at FVPL are carried at fair value in the statements of financial position with changes in fair value recognized in other income or expense in the consolidated statements of loss. The Company does not measure any financial instruments at FVPL.

Subsequent measurement – financial assets at FVOCI

Financial assets measured at FVOCI are non-derivative financial assets that are not held for trading and the Company has made an irrevocable election at the time of initial recognition to measure the assets at FVOCI. The Company does not measure any financial assets at FVOCI.

After initial measurement, investments measured at FVOCI are subsequently measured at fair value with unrealized gains or losses recognized in other comprehensive income or loss in the statements of comprehensive loss. When the investment is sold, the cumulative gain or loss remains in accumulated other comprehensive income or loss and is not reclassified to profit or loss.

Dividends from such investments are recognized in other income in the statements of loss when the right to receive payments is established.

Derecognition

A financial asset is derecognized when the contractual rights to the cash flows from the asset expire, or the Company no longer retains substantially all the risks and rewards of ownership.

Impairment of financial assets

There are currently no financial assets subject to impairment. The Company has elected to apply the simplified approach to impairment as permitted by IFRS 9, which requires the expected lifetime loss to be recognized at the time of initial recognition of accounts receivable. To measure estimated credit losses, accounts receivable have been grouped based on shared credit risk characteristics, including the number of days past due. An impairment loss is reversed in subsequent periods if the amount of the expected loss decreases and the decrease can be objectively related to an event occurring after the initial impairment was recognized.

1475039 B.C. Ltd.
Notes to Financial Statements
Period from April 9, 2024 (Incorporation) to September 30, 2024
(Expressed in Canadian Dollars)

Material accounting policies (continued)

Financial instruments (continued)

Financial liabilities

Initial recognition and measurement

Financial liabilities are measured at amortized cost, unless they are required to be measured at FVPL as is the case for held for trading or derivative instruments, or the Company has opted to measure the financial liability at FVPL. All financial liabilities are recognized initially at fair value.

Subsequent measurement – financial liabilities at amortized cost

After initial recognition, financial liabilities measured at amortized cost are subsequently measured at the end of each reporting period at amortized cost using the EIR method. Amortized cost is calculated by taking into account any discount or premium on acquisition and any fees or costs that are an integral part of the EIR.

Derecognition

A financial liability is derecognized when the obligation under the liability is discharged, cancelled or expires with any associated gain or loss recognized in other income or expense in the statements of loss.

Fair value hierarchy

The Company classifies its financial instruments measured at fair value according to a three-level hierarchy that reflects the significance of the inputs used in making the fair value measurements. The three levels of fair value hierarchy are as follows:

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities;
Level 2 - Inputs other than quoted prices that are observable for assets or liabilities, either directly or indirectly;
Level 3 - Inputs for assets or liabilities that are not based on observable market data.
6 -

1475039 B.C. Ltd.
Notes to Financial Statements
Period from April 9, 2024 (Incorporation) to September 30, 2024
(Expressed in Canadian Dollars)

2. Material accounting policies (continued)

Income taxes

Income taxes on the profit or loss for the periods presented comprises current and deferred tax.

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

Deferred tax is recorded using the asset and 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. The following temporary differences are not provided for: goodwill not deductible for tax purposes; the initial recognition of assets or liabilities in a transaction that affect neither accounting or taxable loss and does not give rise to equal taxable and deductible temporary differences. 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. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset tax assets against tax liabilities, when they relate to income taxes levied by the same taxation authority and the Company intends to settle its tax assets and liabilities on a net basis.

Significant accounting estimates and judgments

The preparation of these financial statements requires management to make judgments and estimates that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these judgments and estimates. The financial statements include judgments and estimates which, by their nature, are uncertain. The impacts of such judgments and estimates are pervasive throughout the financial statements and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and in future periods when the revision affects both current and future periods.

Income, value added, withholding and other taxes

The Company is subject to income, value added, withholding and other taxes. Significant judgment is required in determining the Company's provisions for taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Company recognizes liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. The determination of the Company's income, value added, withholding and other tax liabilities requires interpretation of complex laws and regulations. The Company's interpretation of taxation law as applied to transactions and activities may not coincide with the interpretation of the tax authorities. All tax related filings are subject to government audit and potential reassessment subsequent to the financial statement reporting period. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the tax related accruals and deferred income tax provisions in the period in which such determination is made.

Recent accounting pronouncements

Certain pronouncements were issued by the IASB or the IFRIC that are mandatory for accounting periods commencing on or after January 1, 2024. Many are not applicable or do not have a significant impact to the Company and have been excluded. The Company is currently evaluating the impact of these new pronouncements.

1475039 B.C. Ltd.
Notes to Financial Statements
Period from April 9, 2024 (Incorporation) to September 30, 2024
(Expressed in Canadian Dollars)

3. Share capital

Authorized share capital

An unlimited number of common shares without par value, voting and participating

Issued

	Number of shares	Share capital
Balance, April 9, 2024	-	$ -
Issued (i)	100	1
Balance, September 30, 2024	100	$ 1

(i) The Company was incorporated on April 9, 2024 issuing 100 shares for $0.01 per share.

4. Related party transactions

The Company did not have any related party transactions during the period from April 9, 2024 (incorporation) to September 30, 2024, other than the incorporation shares issued to the Company's parent (note 3).

5. Income taxes

Current income tax

The combined Canadian federal and provincial statutory income tax rate of 27% on the net income for the period ended September 30, 2024, is as follows. There is no current income tax (recovery) during the period from April 9, 2024 (incorporation) to September 30, 2024.

There are no deductible temporary differences, unused tax losses, and unused tax credits for which no deferred tax asset is recognised as at September 30, 2024.

6. Capital risk management

The Company considers its capital structure to consist of share capital and deficit. The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to support its development and operating activities.

The Company's objective when managing capital is to safeguard its ability to continue as a going concern in order to pursue the exploration of its mineral properties. The Company satisfies its capital requirements through careful management of its cash resources.

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 period from April 9, 2024 (incorporation) to September 30, 2024.

1475039 B.C. Ltd.
Notes to Financial Statements
Period from April 9, 2024 (Incorporation) to September 30, 2024
(Expressed in Canadian Dollars)

7. Subsequent events

On August 27, 2024, Lode Gold Resources Inc. (“Lode Gold”), the Company’s parent, announced it has entered into an agreement (the “Agreement”) with Fancamp Exploration Ltd. (“Fancamp”) (TSX Venture Exchange: FNC) and the Company (“Spin Co”, also referred to as “Gold Orogen”), a wholly-owned subsidiary of Lode Gold, to advance the exploration and development of certain mineral properties located in the Yukon and New Brunswick.

Lode Gold will transfer all of its interests in its McIntyre Brook mineral property located in New Brunswick (the “McIntyre Brook Property”) and Fancamp will transfer all of its interests in the Riley Brook mineral property located in New Brunswick (the “Riley Brook Property”) to a newly incorporated joint-venture entity (“JV Co”) in which Fancamp and Spin Co will each own 50% of the outstanding shares (the “JV Co Shares”), and for which Fancamp will be the Operator.
Lode Gold will transfer to Spin Co, Gold Orogen, both its Golden Culvert mineral property located in Selwyn Basin, Tombstone Belt, southeastern Yukon, and its nearby Win mineral property located in the Tombstone Belt, southeastern Yukon.
Fancamp will directly and indirectly invest $2,500,000 into Spin Co (the “Fancamp Investment”) in exchange for such number of common shares of Spin Co (“Spin Co Shares”) as is equal to 19.9% of the outstanding Spin Co Shares on an undiluted basis, after completion of the Spin Out.
Spin Co will raise $1,500,000 by way of equity private placement in addition to the Fancamp Investment.
An aggregate amount of $1.86 million will be allocated for exploration activities for the New Brunswick JV and $1.56 million will be allocated for exploration activities in Yukon.
Fancamp will invest $500,000 into Lode Gold in exchange for 14,285,714 special warrants (“Lode Gold Special Warrants”) on a private placement basis, at an issue price of $0.035 per Lode Gold Special Warrant, based on the terms set out below (the “Private Placement”).
Lode Gold will undertake a spin-out transaction of Spin Co (the “Spin Out”) pursuant to which each shareholder of Lode Gold will receive Spin Co shares for each common share of Lode Gold (each, a “Lode Gold Share”) held on the effective date of the Spin Out, whereby Spin Co will become a reporting issuer.

Completion of the Transaction is subject to approval of the TSX Venture Exchange (the “TSX-V”).

On October 9, 2024, Lode Gold announces it has obtained conditional approval from the TSXV and closed the transaction with Fancamp Exploration Ltd. (“Fancamp”) pursuant to the definitive Investment Agreement for $3.5 million investment that the Company announced in its August 27, 2024 news release. $500,000 goes into the Company for subscription of 14,285,714 Special Warrants of the Company, each Special Warrant, at $0.035 per unit, upon completion of the Spin Out, will convert to one common share of Lode Gold and one 5-year Lode Gold share purchase warrant with an exercise price of $0.05 per share. If fully exercised, the warrant subscription proceeds will total an additional $714,286; $3,000,000 goes into the Company’s wholly-owned subsidiary Gold Orogen, for 5,423,078 common shares or 19.9% of Gold Orogen. As part of the Investment Agreement, the Company has transferred its interests in the McIntyre Brook Property (111 km²) and Fancamp transferred its interests in the Riley Brook Property (309 km²), both located in New Brunswick, into a 50/50 joint venture between Gold Orogen and Fancamp, that is called Acadian Gold Corp. The Company has also transferred its interest in its Golden Culvert and WIN Property to Gold Orogen. Fancamp has become a key shareholder of Lode Gold and a 19.9% shareholder of Gold Orogen.

1475039 B.C. LTD.

MANAGEMENT'S DISCUSSION AND ANALYSIS

PERIOD ENDED SEPTEMBER 30, 2024

1475039 B.C. Ltd.
Management's Discussion and Analysis for the Period Ended September 30, 2024
Dated: October 25, 2024

Introduction

Forward Looking Statements

This Management's Discussion and Analysis ("MD&A") contains certain statements that may be deemed "forward-looking statements," within the meaning of certain securities laws. Forward-looking statements relate to management's expectations or beliefs about future performance, events, or circumstances that include, but are not limited to, future production, costs of production, operational activities, and events or developments that GOLD OROGEN expects or targets. Forward-looking statements can usually be identified by words such as: "future", "plans", "scheduled", "expects", "intends", "estimates", "forecasts", "will", "may", "could", "would", and variations thereof. Although GOLD OROGEN believes that these statements are based on reasonable assumptions, all forward-looking statements involve known and unknown risks and uncertainties that may cause the actual performance, events, or circumstances of GOLD OROGEN to be materially different than anticipated. The forward-looking information in this MD&A describes GOLD OROGEN's expectations as of the date of this MD&A.

GOLD OROGEN cautions that the foregoing list of material factors is not exhaustive. When relying on GOLD OROGEN's forward-looking information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. GOLD OROGEN has assumed a certain progression, which may not be realized. It has also assumed that the material factors referred to in the previous paragraph will not cause such forward-looking information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.

Forward-looking statements are based on management's current plans, estimates, projections, beliefs, and opinions and we do not undertake any obligation to update forward-looking statements should the assumptions related to these plans, estimates, projections, beliefs and opinions change, except as required by law.

Date

The following MD&A, which is dated October 25, 2024, provides a review of the activities, results of operations and financial condition of GOLD OROGEN as at and for the period from April 9, 2024 (incorporation) to September 30, 2024, as well as future prospects of GOLD OROGEN. This MD&A should be read in conjunction with the audited financial statements of GOLD OROGEN as at September 30, 2024 and for the period from April 9, 2024 to September 30, 2024 (the "Audited Financial Statements").

All dollar amounts in this MD&A are express in Canadian dollars unless otherwise specified.

Stated Business Objectives and Properties

As at September 30, 2024, the Company had no business or properties.

On August 27, 2024, Lode Gold Resources Inc. ("Lode Gold"), the Company's parent, announced it has entered into an agreement (the "Agreement") with Fancamp Exploration Ltd. ("Fancamp") (TSX Venture Exchange: FNC) and the Company ("Spin Co", also referred to as "Gold Orogen"), a wholly-owned

Page 3

1475039 B.C. Ltd.
Management's Discussion and Analysis for the Period Ended September 30, 2024
Dated: October 25, 2024

subsidiary of Lode Gold, to advance the exploration and development of certain mineral properties located in the Yukon and New Brunswick.

Lode Gold will transfer all of its interests in its McIntyre Brook mineral property located in New Brunswick (the "McIntyre Brook Property") and Fancamp will transfer all of its interests in the Riley Brook mineral property located in New Brunswick (the "Riley Brook Property") to a newly incorporated joint-venture entity ("JV Co") in which Fancamp and Spin Co will each own 50% of the outstanding shares (the "JV Co Shares"), and for which Fancamp will be the Operator.
Lode Gold will transfer to Spin Co, Gold Orogen, both its Golden Culvert mineral property located in Selwyn Basin, Tombstone Belt, southeastern Yukon, and its nearby Win mineral property located in the Tombstone Belt, southeastern Yukon.
Fancamp will directly and indirectly invest $2,500,000 into Spin Co (the "Fancamp Investment") in exchange for such number of common shares of Spin Co ("Spin Co Shares") as is equal to 19.9% of the outstanding Spin Co Shares on an undiluted basis, after completion of the Spin Out.
Spin Co will raise $1,500,000 by way of equity private placement in addition to the Fancamp Investment.
An aggregate amount of $1.86 million will be allocated for exploration activities for the New Brunswick JV and $1.56 million will be allocated for exploration activities in Yukon.
Fancamp will invest $500,000 into Lode Gold in exchange for 14,285,714 special warrants ("Lode Gold Special Warrants") on a private placement basis, at an issue price of $0.035 per Lode Gold Special Warrant, based on the terms set out below (the "Private Placement").
Lode Gold will undertake a spin-out transaction of Spin Co (the "Spin Out") pursuant to which each shareholder of Lode Gold will receive Spin Co shares for each common share of Lode Gold (each, a "Lode Gold Share") held on the effective date of the Spin Out, whereby Spin Co will become a reporting issuer.

Completion of the Transaction is subject to approval of the TSX Venture Exchange (the "TSX-V").

On October 9, 2024, Lode Gold announces it has obtained conditional approval from the TSXV and closed the transaction with Fancamp Exploration Ltd. ("Fancamp") pursuant to the definitive Investment Agreement for $3.5 million investment that the Company announced in its August 27, 2024 news release. $500,000 goes into the Lode Gold for subscription of 14,285,714 Special Warrants of Lode Gold, each Special Warrant, at $0.035 per unit, upon completion of the Spin Out, will convert to one common share of Lode Gold and one 5-year Lode Gold share purchase warrant with an exercise price of $0.05 per share. If fully exercised, the warrant subscription proceeds will total an additional $714,286 for Lode Gold; $3,000,000 goes into Gold Orogen, for 5,423,078 common shares or 19.9% of Gold Orogen. As part of the Investment Agreement, the Company has transferred its interests in the McIntyre Brook Property (111 km²) and Fancamp transferred its interests in the Riley Brook Property (309 km²), both located in New Brunswick, into a 50/50 joint venture between Gold Orogen and Fancamp, that is called Acadian Gold Corp. Lode Gold has also transferred its interest in its Golden Culvert and WIN Property to Gold Orogen. Fancamp has become a key shareholder of Lode Gold and a 19.9% shareholder of Gold Orogen.

1475039 B.C. Ltd.
Management's Discussion and Analysis for the Period Ended September 30, 2024
Dated: October 25, 2024

Overall Performance

Selected Annual Financial Information

	September 30, 2024 ($)
Total assets	1
Net income	Nil

Results of Operations

For the period from April 9, 2024 (incorporation) to September 30, 2024, GOLD OROGEN reported a net income of $nil.

Summary of Quarterly Results

Three months ended	Revenue ($)	Net income ($)
June 30, 2024	Nil	Nil
September 30, 2024	Nil	Nil

Liquidity and Financial Position

Liquidity

GOLD OROGEN is a exploration and development company with no producing resource properties, and consequently does not generate operating income or cash flow. To date, GOLD OROGEN has relied upon sale of equity securities to provide working capital for capital acquisitions, exploration and development activities, and to fund the administrations of GOLD OROGEN. Since GOLD OROGEN does not expect to generate any revenues in the near future, it will continue to rely upon equity and debt financing to raise capital. There can be no assurance that financing will be available to CMB when required, or on terms satisfactory to GOLD OROGEN. At September 30, 2024, GOLD OROGEN had $1 in cash. Subsequent to September 30, 2024, GOLD OROGEN RAISED $3,000,000 by issuing 5,423,078 common shares or 19.9% of Gold Orogen.

Capital Resources

GOLD OROGEN's working capital at September 30, 2024 was $1.

Future Accounting Pronouncements

Page 4

1475039 B.C. Ltd.
Management's Discussion and Analysis for the Period Ended September 30, 2024
Dated: October 25, 2024

Financial Risk Management

GOLD OROGEN is exposed in varying degrees to a variety of financial instrument related risks. The Board of Directors approves and monitors the risk management processes, 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 provided as follows:

Credit Risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. GOLD OROGEN is not exposed to significant credit risk.

Liquidity Risk

Liquidity risk is the risk that GOLD OROGEN will encounter difficulty in satisfying financial obligations as they become due. GOLD OROGEN manages its liquidity risk by forecasting cash flows from operations and anticipated investing and financing activities. GOLD OROGEN's objective in managing liquidity risk is to maintain sufficient readily available reserves in order to meet its liquidity requirements. GOLD OROGEN is not exposed to significant liquidity risk.

Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market interest rates. GOLD OROGEN manages interest rate risk by maintaining an investment policy that focuses primarily on preservation of capital and liquidity. There were no changes in GOLD OROGEN's approach to risk management during the reporting period.

Capital Risks Management

Disclosure of Outstanding Share Data

At September 30, 2024, there was one 100 outstanding common share. At the date of this MD&A, there were 27,251,750 common shares outstanding.

Page 5

1475039 B.C. Ltd.
Management's Discussion and Analysis for the Period Ended September 30, 2024
Dated: October 25, 2024

Off-Balance Sheet Arrangements

As of September 30, 2024, the Company did not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on the financial performance or financial condition of the Company, including, and without limitation, such considerations as liquidity and capital resources.

Risk Factors

Risks and Uncertainties

GOLD OROGEN is in the business of exploring and, if warranted, developing mineral properties, which is a highly speculative endeavour, and GOLD OROGEN's future performance may be affected by events, risks or uncertainties that are outside of GOLD OROGEN's control. GOLD OROGEN's management consider the risks set out below to be the most significant to potential investors of GOLD OROGEN, but not all risks associated with an investment in securities of GOLD OROGEN. If any of these risks materialize into actual events or circumstances or other possible additional risks and uncertainties of which the directors are currently unaware or which they consider not be material in relation to GOLD OROGEN's business, actually occur, GOLD OROGEN's assets, liabilities, financial condition, results of operations (including future results of operations), business and business prospects, are likely to be materially and adversely affected. In such circumstances, the price of GOLD OROGEN's securities could decline and investors may lose all or part of their investment.

Limited Operating History

GOLD OROGEN is still in an early stage of development. GOLD OROGEN is engaged in the business of exploring and, if warranted, developing mineral properties in the hope of locating economic deposits of minerals. GOLD OROGEN's mineral interests are in the exploration stage and do not have mineral reserves. GOLD OROGEN has no history of earnings. There is no guarantee that economic quantities of mineral reserves will be discovered on GOLD OROGEN's property.

Management

The success of GOLD OROGEN is currently 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 GOLD OROGEN's business and prospects. There is no assurance that GOLD OROGEN can maintain the services of its directors, officers or other qualified personnel required to operate its business. At this date there are no indications that any change in management cannot be maintained at the current structure.

Conflicts of Interest

GOLD OROGEN's directors, officers and other members of management serve as directors, officers, promoters and members of management of other companies involved in the acquisition, exploration and development of mineral resource properties and, therefore, it is possible that a conflict may arise between their duties as a director, officer, promoter or member of GOLD OROGEN's management team and their duties as a director, officer, promoter or member of management of such other companies. The GOLD OROGEN's directors and officers are aware of the laws governing accountability of directors and officers for corporate opportunity and the requirement of directors to disclose conflicts of interest. GOLD OROGEN will rely upon these laws in respect of any directors' and officers' conflicts of interest or in respect of any breaches of duty by any of its directors or officers.

Additional Funding Requirements

From time to time, GOLD OROGEN will require additional financing in order to carry out its acquisition, exploration and development activities. Failure to obtain such financing on a timely basis could cause the

Page 6

Page 7

1475039 B.C. Ltd.
Management's Discussion and Analysis for the Period Ended September 30, 2024
Dated: October 25, 2024

GOLD OROGEN to forfeit its interest in certain properties, miss certain acquisition opportunities and reduce or terminate its operations. If GOLD OROGEN's cash flow from operations is not sufficient to satisfy its capital or resource expenditure requirements, there can be no assurance that additional debt or equity financing will be available to meet these requirements or be available on favourable terms.

Price Volatility and Lack of Active Market

In recent periods, the securities markets in Canada and elsewhere have experienced a high level of price and volume volatility, and the market prices of securities of many public companies have experienced significant fluctuations in price which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. Any quoted market for GOLD OROGEN's securities may be subject to such market trends and that the value of such securities may be affected accordingly.

Appendix "5" to Schedule "G"

LODE GOLD RESOURCES INC.
CARVE-OUT FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2023 AND 2022
(EXPRESSED IN CANADIAN DOLLARS)

Independent Auditor's Report

MNP

To the Shareholders of Lode Gold Resources Inc.:

Opinion

We have audited the carve-out financial statements of Lode Gold Resources Inc. (the "Company"), which comprise the carve-out statements of financial position as at December 31, 2023 and December 31, 2022, and the carve-out statements of loss and comprehensive loss, changes in shareholders' equity and cash flows for the years then ended, and notes to the carve-out financial statements, including material accounting policy information.

In our opinion, the accompanying carve-out financial statements present fairly, in all material respects, the carve-out financial position of the Company as at December 31, 2023 and December 31, 2022, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards.

Basis for Opinion

We conducted our audits in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Carve-Out Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audits of the carve-out financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 2 in the carve-out financial statements, which indicates that the Company incurred a net loss during the year ended December 31, 2023 and 2022 and, as of that date, the Company had a working capital deficiency and an accumulated deficit. As stated in Note 2, these events or conditions, along with other matters as set forth in Note 2, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Emphasis of Matter - Basis of preparation

Without modifying our opinion, we draw attention to the fact that, as described in Note 1 in the carve-out financial statements, the Properties did not operate as a separate entity. The carve-out financial statements as at and for the years ended December 31, 2023 and 2022 are therefore not necessarily indicative of results that would have occurred if the Properties had been a separate stand-alone entity during the years presented or of future results of the Properties. Our opinion is not modified in respect of this matter.

MNP LLP

2200 - 1021 West Hastings Street, Vancouver BC, V6E 0C3

1.877.688.8408 T: 604.685.8408 F: 604.685.8594

Other Information

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

Our opinion on the carve-out financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audits of the carve-out financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the carve-out financial statements or our knowledge obtained in the audits or otherwise appears to be materially misstated. We obtained Management's Discussion and Analysis prior to the date of this auditor's report. If, based on the work we have performed on this other information, we conclude that there is material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Carve-Out Financial Statements

Management is responsible for the preparation and fair presentation of the carve-out financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of carve-out financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the carve-out 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 Carve-Out Financial Statements

Our objectives are to obtain reasonable assurance about whether the carve-out financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these carve-out financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the carve-out financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.

2200 - 1021 West Hastings Street, Vancouver, British Columbia, V6E 0C3
1.877.688.8408 T: 604.685.8408 F: 604.685.8594 MNP.ca
MNP

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the carve-out financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the carve-out financial statements, including the disclosures, and whether the carve-out financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audits and significant audit findings, including any significant deficiencies in internal control that we identify during our audits.

Vancouver, British Columbia
October 25, 2024

MNP LLP
Chartered Professional Accountants

2200 - 1021 West Hastings Street, Vancouver, British Columbia, V6E 0C3
1.877.688.8408 T: 604.685.8408 F: 604.685.8594 MNP.ca
MNP

LODE GOLD RESOURCES INC.
Carve-out Statements of Financial Position
As at December 31, 2023 and 2022
(Expressed in Canadian dollars)

	Notes	2023	2022
Assets
Current assets
Prepaid expenses		56,729	47,032
Total current assets		56,729	47,032
Exploration and evaluation assets	5	8,433,332	7,924,089
Total assets		8,490,061	7,971,121
Liabilities
Current liabilities
Accounts payable and accrued liabilities		352,910	123,158
Total current liabilities		352,910	123,158
Rehabilitation provision		14,282	14,066
Total liabilities		367,192	137,224
Equity
Owner's investment		13,822,711	12,771,966
Deficit		(5,699,842)	(4,938,069)
Total equity		8,122,869	7,833,897
Total liabilities and equity		8,490,061	7,971,121

Basis of presentation (note 1)

Nature of operations and going concern (Note 2)

Commitments and contingencies (Note 12)

Subsequent event (Notes 5 and 13)

Approved on behalf of the Board:

(Signed) "Wendy Chan" Director

(Signed) "Hashim Ahmed" Director

The accompanying notes to the carve-out financial statements are an integral part of these statements.

LODE GOLD RESOURCES INC.

Carve-out Statements of Loss and Comprehensive Loss
For the years ended December 31, 2023 and 2022
(Expressed in Canadian dollars)

	Notes	2023	2022
		$	$
Expenses
General and administrative expenses	11	643,834	670,411
Stock compensation expense	10	117,939	226,258
Net loss and comprehensive loss		(761,773)	(896,669)

The accompanying notes to the carve-out financial statements are an integral part of these statements.

LODE GOLD RESOURCES INC.

Carve-out Statements of Changes in Equity

(Expressed in Canadian dollars, except shares)

	Notes	Owner's investment	Deficit	Total
		$	$	$
Balance at December 31, 2021	4	10,629,044	(4,041,400)	6,587,644
Net loss for the year		-	(896,669)	(896,669)
Owner's contributions	4	2,142,922	-	2,142,922
Balance at December 31, 2022		12,771,966	(4,938,069)	7,833,897
Net loss for the year		-	(761,773)	(761,773)
Owner's contributions	4	1,050,745	-	1,050,745
Balance at December 31, 2023		13,822,711	(5,699,842)	8,122,869

The accompanying notes to the carve-out financial statements are an integral part of these statements.

LODE GOLD RESOURCES INC.
Carve-out Statements of Cash Flows
For the years ended December 31, 2023 and 2022
(Expressed in Canadian dollars)

	2023	2022
	$	$
Operating activities
Net loss	(761,773)	(896,669)
Items not involving cash
Share based payments	117,939	226,258
Change in working capital
Prepaid expenses	(9,697)	199,730
Accounts payable	229,752	51,006
Net cash used in operating activities	(423,779)	(419,675)
Investing activities
Exploration and evaluation assets	(372,205)	(1,055,834)
Net cash used in investing activities	(372,205)	(1,055,834)
Financing activities
Contribution from owner	795,984	1,475,509
Net cash provided by financing activities	795,984	1,475,509
Net change in cash	-	-
Cash, beginning of year	-	-
Cash, end of year	-	-

Supplemental cash flow information

Non-cash investing activities

Shares issued for mineral exploration rights 136,822 441,155

The accompanying notes to the carve-out financial statements are an integral part of these statements.

LODE GOLD RESOURCES INC.
Notes to Carve-out Financial Statements
Years Ended December 31, 2023 and 2022
(Expressed in Canadian Dollars)

1. Nature of operation and basis of presentation

Lode Gold Resources Inc. ("LODE GOLD" or the "Company") holds the GOLDEN CULVERT Property in Yukon Territory which consists of certain mineral claims and options to acquire mineral claims in Yukon Territory, and McINTYRE BROOK Property which consists of options to acquire certain mineral claims in New Brunswick ("the Properties"). Lode Gold has transferred the Properties to Lode Gold's subsidiary 1475039 B.C. Ltd. ("GOLD OROGEN") by way of plan of arrangement under the Business Corporations Act of British Columbia. These carve-out financial statements have been prepared on a carve-out basis from the financial records of Lode Gold.

These carve-out financial statements reflect the assets, liabilities, expenses and cash flows of the Properties undertaken by Lode Gold for the years ended December 31, 2023 and 2022.

The purpose of these carve-out statements is to provide general purpose historical financial information of the Properties in connection with the option of the Properties by Lode Gold. These carve-out financial statements reflect the Properties expenditures as if the Properties had been operating separately during the periods presented. Therefore, these carve-out financial statements present the historical exploration and evaluation expenditures incurred by Lode Gold related to the Properties plus an allocation of corporate overhead charges.

The following basis of preparation for the carve-out financial statements has been applied:

All assets and liabilities directly related to the Properties have been attributed to the Properties. These do not include assets and liabilities that are not specifically identifiable with the Properties.
Expenses directly related to the Properties have been entirely attributed to the Properties.
During the years ended December 31, 2023 and 2022, the Properties received services and support functions from Lode Gold and the operations of the Properties were dependent upon Lode Gold's ability to perform these services and support functions. These services and support functions costs are used by the Properties and are paid by Lode Gold and have been allocated to the Properties based on the proportionate exploration expenditures attributed to the Properties compared to the total exploration expenditures of Lode Gold.

Expenses that have been allocated to the Properties for the purposes of these carve-out financial statements have been recorded as contributions from Lode Gold within owner's investment. Owner's investment represents the cumulative owner's investment in the Properties through the dates presented and includes cumulative operating results.

Management believes the assumptions and allocations underlying the carve-out financial statements are reasonable and appropriate under the circumstances. The expenses and cost allocations have been determined on a basis considered by Lode Gold to be a reasonable reflection of the utilization of services provided to or the benefit received by the Properties during the periods presented. However, these assumptions and allocations are not necessarily indicative of the costs the Properties would have incurred if it had operated on a stand-alone basis or as an entity independent of Lode Gold. These carve-out financial statements have been prepared on a historical cost as explained in the accounting policies below. The presentation and functional currency of the Properties is the Canadian dollar.

These carve-out financial statements have been prepared in accordance with and using accounting policies in full compliance with IFRS and International Accounting Standards ("IAS") issued by the International Accounting Standards Board ("IASB") and interpretations of the IFRS Interpretations Committee ("IFRIC"), effective for Lode Gold's reporting for the year ended December 31, 2023.

Lode Gold's Board of Directors authorized the issuance of the carve-out financial statements on October 25, 2024.

LODE GOLD RESOURCES INC.
Notes to Carve-out Financial Statements
Years Ended December 31, 2023 and 2022
(Expressed in Canadian Dollars)

2. Going concern

The Properties requires financing to support future operating activities and does not have adequate cash resources to fund its operations over the next year and will require additional financing in order to conduct its planned work programs and discharge its liabilities as they become due. Accordingly, a material uncertainty exists that may cast significant doubt on the Properties' ability to continue as a going concern. These carve-out financial statements do not include the adjustments that would be necessary should the Properties be unable to continue as a going concern. Such adjustments could be material. These carve-out financial statements have been prepared on a going concern basis, which assumes that the Properties will be able to realize its assets and discharge its liabilities in the normal course of business.

Although Lode Gold has taken steps to verify title to the Properties, in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee Lode Gold's title. Property title may be subject to government licensing requirements or regulations, social licensing requirements, unregistered prior agreements, unregistered claims, aboriginal claims, and noncompliance with regulatory and environmental requirements. The Properties may also be subject to increases in taxes and royalties, renegotiation of contracts, expropriation of properties, and political uncertainty.

It has not yet been determined whether the Properties contain mineral reserves that are economically recoverable. The continued operations of the Properties are dependent upon the existence of economically recoverable reserves, the ability of the Properties to obtain the necessary financing to complete the exploration and development of such properties and upon future profitable production or proceeds from the disposition of the Properties.

3. Significant accounting estimates

Significant accounting estimates and judgments

The preparation of these carve-out financial statements requires management to make judgments and estimates that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these judgments and estimates. The carve-out financial statements include judgments and estimates which, by their nature, are uncertain. The impacts of such judgments and estimates are pervasive throughout the carve-out financial statements and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and in future periods when the revision affects both current and future periods.

Provisions and contingencies

Provisions and contingencies arising in the course of operations, including provisions for income or other tax matters are subject to estimation uncertainty. Management uses all information available in assessing the recognition, measurement and disclosure of matters that may give rise to provisions or contingencies. The actual outcome of various provisional and contingent matters may vary and may cause significant adjustments when the amounts are determined or additional information is acquired.

LODE GOLD RESOURCES INC.
Notes to Carve-out Financial Statements
Years Ended December 31, 2023 and 2022
(Expressed in Canadian Dollars)

3. Significant accounting estimates (continued)

Income, value added, withholding and other taxes

The Properties are subject to income, value added, withholding and other taxes. Significant judgment is required in determining the Properties' provisions for taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Properties recognize liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. The determination of the Properties' income, value added, withholding and other tax liabilities requires interpretation of complex laws and regulations. The Properties' interpretation of taxation law as applied to transactions and activities may not coincide with the interpretation of the tax authorities. All tax related filings are subject to government audit and potential reassessment subsequent to the financial statement reporting period. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the tax related accruals and deferred income tax provisions in the period in which such determination is made.

Decommissioning, restoration and similar liabilities

Decommissioning, restoration and similar liabilities are estimated based on the Properties' interpretation of current regulatory requirements, constructive obligations and are measured at fair value. Fair value is determined based on the net present value of estimated future cash expenditures for the settlement of decommissioning, restoration or similar liabilities that may occur upon decommissioning of the mine. Such estimates are subject to change based on changes in laws and regulations and negotiations with regulatory authorities.

Contingencies

See note 12.

Allocation of overhead expenses

See note 1.

4. Material accounting policies

Financial instruments

Financial assets

Initial recognition and measurement

Non-derivative financial assets within the scope of IFRS 9 are classified and measured as "financial assets at fair value", as either fair value through profit or loss ("FVPL") or fair value through other comprehensive income ("FVOCI"), and "financial assets at amortized costs", as appropriate. The Properties determines the classification of financial assets at the time of initial recognition based on the Properties' business model and the contractual terms of the cash flows.

All financial assets are recognized initially at fair value plus, in the case of financial assets not at FVPL, directly attributable transaction costs on the trade date at which the Properties becomes a party to the contractual provisions of the instrument. Financial assets with embedded derivatives are considered in their entirety when determining their classification at FVPL or at amortized cost. Cash is measured at amortized cost.

LODE GOLD RESOURCES INC.
Notes to Carve-out Financial Statements
Years Ended December 31, 2023 and 2022
(Expressed in Canadian Dollars)

4. Material accounting policies (continued)

Financial instruments (continued)

Subsequent measurement – financial assets at amortized cost

Subsequent measurement – financial assets at FVPL

Financial assets measured at FVPL include financial assets management intends to sell in the short term and any derivative financial instrument that is not designated as a hedging instrument in a hedge relationship. Financial assets measured at FVPL are carried at fair value in the statements of financial position with changes in fair value recognized in other income or expense in the carve-out statements of loss. The Properties do not measure any financial instruments at FVPL.

Subsequent measurement – financial assets at FVOCI

Financial assets measured at FVOCI are non-derivative financial assets that are not held for trading and the Properties has made an irrevocable election at the time of initial recognition to measure the assets at FVOCI. The Properties do not measure any financial assets at FVOCI.

Dividends from such investments are recognized in other income in the statements of loss when the right to receive payments is established.

Derecognition

A financial asset is derecognized when the contractual rights to the cash flows from the asset expire, or the Properties no longer retains substantially all the risks and rewards of ownership.

Impairment of financial assets

The Properties' only financial assets subject to impairment are amounts receivable, which are measured at amortized cost. The Properties have elected to apply the simplified approach to impairment as permitted by IFRS 9, which requires the expected lifetime loss to be recognized at the time of initial recognition of the receivable. To measure estimated credit losses, accounts receivable has been grouped based on shared credit risk characteristics, including the number of days past due. An impairment loss is reversed in subsequent periods if the amount of the expected loss decreases and the decrease can be objectively related to an event occurring after the initial impairment was recognized.

LODE GOLD RESOURCES INC.
Notes to Carve-out Financial Statements
Years Ended December 31, 2023 and 2022
(Expressed in Canadian Dollars)

4. Material accounting policies (continued)

Financial instruments (continued)

Financial liabilities

Initial recognition and measurement

Financial liabilities are measured at amortized cost, unless they are required to be measured at FVPL as is the case for held for trading or derivative instruments, or the Properties has opted to measure the financial liability at FVPL. The Properties' financial liabilities include trade payables and accrued liabilities, which are measured at amortized cost. All financial liabilities are recognized initially at fair value.

Subsequent measurement – financial liabilities at amortized cost

Derecognition

Fair value hierarchy

The Properties classify its financial instruments measured at fair value according to a three-level hierarchy that reflects the significance of the inputs used in making the fair value measurements. The three levels of fair value hierarchy are as follows:

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities;
Level 2 - Inputs other than quoted prices that are observable for assets or liabilities, either directly or indirectly;
Level 3 - Inputs for assets or liabilities that are not based on observable market data.

Mineral exploration properties and exploration expenditures

i) Pre-exploration costs

Pre-exploration costs are expensed in the year in which they are incurred. Pre-exploration costs are those incurred prior to obtaining the legal right to explore.

ii) Exploration and evaluation expenditures

Once the legal right to explore a property has been acquired, costs directly related to exploration and evaluation ("E&E") expenditures are recognized and capitalized, in addition to the acquisition costs. These direct expenditures include such costs as materials used, surveying costs, drilling costs, payments made to contractors and depreciation on plant and equipment during the exploration phase. Costs not directly attributable to E&E activities, including general and administrative overhead costs, are expensed in the year in which they occur.

LODE GOLD RESOURCES INC.
Notes to Carve-out Financial Statements
Years Ended December 31, 2023 and 2022
(Expressed in Canadian Dollars)

4. Material accounting policies (continued)

The Properties may occasionally enter into farm-out arrangements, whereby the Properties will transfer part of a mineral interest, as consideration, for an agreement by the transferee to meet certain E&E expenditures which would have otherwise been undertaken by the Properties. The Properties do not record any expenditures made by the transferee on its behalf. Any consideration received from the agreement is credited against the costs previously capitalized to the mineral interest given up by the Properties, with any excess cash accounted for as a gain on disposal.

iii) Developed and producing properties

Once technical feasibility and commercial viability of extracting the mineral resource have been determined, the property is considered to be a mine under development and is classified as property, plant and equipment. Once commercial production has commenced, these costs are amortized using the units-of-production method based on proven and probable reserves. Production facilities and equipment are stated at cost and are depreciated using the units-of-production method at rates sufficient to depreciate the assets over their estimated useful lives, not to exceed the life of the mine to which the assets relate.

Rehabilitation provisions

The Properties recognize a provision for statutory, contractual, constructive or legal obligations associated with decommissioning of mining operations and reclamation and rehabilitation costs arising when environmental disturbance is caused by the exploration or development of mineral evaluation and exploration assets. Provisions for site closure and reclamation are recognized in the period in which the obligation is incurred or acquired, and are measured based on expected future cash flows to settle the obligation, discounted to their present value. The discount rate used is a pretax rate that reflects current market assessments of the time value of money and the risks specific to the liability including risks specific to the countries in which the related operation is located. When an obligation is initially recognized, the corresponding cost is capitalized to the carrying amount of the related asset in exploration or development of mineral evaluation and exploration assets.

The obligation is increased for the accretion and the corresponding amount is recognized as a finance expense. The obligation is also adjusted for changes in the estimated timing, amount of expected future cash flows, and changes in the discount rate. Such changes in estimates are added to or deducted from the related asset except where deductions are greater than the carrying value of the related asset in which case, the amount of the excess is recognized in the carve-out statement of loss.

Due to uncertainties concerning environmental remediation, the ultimate cost to the Properties of future site restoration could differ from the amounts provided. The estimate of the total provision for future site closure and reclamation costs is subject to change based on amendments to laws and regulations, changes in technology, price increases and changes in interest rates, and as new information concerning the Properties' closure and reclamation obligations becomes available.

10 -

LODE GOLD RESOURCES INC.
Notes to Carve-out Financial Statements
Years Ended December 31, 2023 and 2022
(Expressed in Canadian Dollars)

4. Material accounting policies (continued)

Income taxes

Income taxes on the profit or loss for the periods presented comprises current and deferred tax.

Deferred tax is recorded using the asset and 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. The following temporary differences are not provided for: goodwill not deductible for tax purposes; the initial recognition of assets or liabilities that affect neither accounting or taxable loss and do not give rise to equal taxable and deductible temporary differences. 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. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset tax assets against tax liabilities, when they relate to income taxes levied by the same taxation authority and the Properties intends to settle its tax assets and liabilities on a net basis.

Government incentives

Government incentives received for mineral property expenditures are accrued when there is reasonable assurance of realization and are applied against the related asset.

Share-based payments

Share-based payments to employees and others providing similar services are measured at the grant date fair value of the instruments issued and amortized over the vesting periods. Share-based payments to non-employees are measured at the fair value of the goods or services received or the fair value of the equity instruments issued if it is determined the fair value of the goods or services cannot be reliably measured, and are recorded at the date the goods or services are received. The amount recognized as an expense is adjusted to reflect the number of options expected to vest. The offset to the recorded cost is to contributed surplus. The number of options expected to vest is reviewed and adjusted at the end of each reporting period such that the amount ultimately recognized as an expense is based on the number of options that eventually vest. Consideration received on the exercise of stock options is recorded as share capital and the related contributed surplus is transferred to share capital.

The fair value of the stock options is determined using the Black-Scholes option pricing model. Measurement inputs include share price on measurement date, exercise price of the instrument, expected volatility (based on weighted average historic volatility), weighted average expected life of the instruments (based on historical experience), expected dividends, expected forfeitures, and the risk-free interest rate (based on government bonds).

Owner's investment

Lode Gold's investment in the operations is presented as Owner's Net Investment in the carve-out financial statements. Owner's Net Investment represents the accumulated net contributions from the owner's net of the accumulated earnings of the operations. Net financing transactions with Lode Gold as presented in the carve-out financial statements of cash flows represent the net contribution related to the funding of operations from Lode Gold.

11 -

LODE GOLD RESOURCES INC.
Notes to Carve-out Financial Statements
Years Ended December 31, 2023 and 2022
(Expressed in Canadian Dollars)

4. Material accounting policies (continued)

New accounting policies

Certain pronouncements were issued by the IASB or the IFRIC that are mandatory for accounting periods commencing on or after January 1, 2023.

During the year, the Properties early adopted IAS 1 – Presentation of Financial Statements. IAS 1 – Presentation of Financial Statements (“IAS 1”) was amended in January 2020 to provide a more general approach to the classification of liabilities under IAS 1 based on the contractual arrangements in place at the reporting date. The amendments clarify that the classification of liabilities as current or noncurrent is based solely on an entity’s right to defer settlement at the reporting date. The right needs to be unconditional and must have substance. The amendments also clarify that the transfer of an entity’s own equity instruments is regarded as settlement of a liability, unless it results from the exercise of a conversion option meeting the definition of an equity instrument. The adoption of this amended Standard has no significant impact on the Properties’ carve-out financial statements.

Recent accounting pronouncements

Certain pronouncements were issued by the IASB or the IFRIC that are mandatory for accounting periods commencing on or after January 1, 2024 or later periods. Many are not applicable or do not have a significant impact to the carve-out financial statements and have been excluded.

5. Exploration and evaluation

Continuity of mineral exploration and evaluation assets	Golden Culvert	McIntyre Brook	Total
Balance at December 31, 2021	$ 5,756,581	$ 670,311	$ 6,426,892
Acquisition, renewal and exploration costs	498,944	374,598	873,542
Lode Gold shares issued for mineral exploration rights	268,317	172,838	441,155
Government assistance received	(18,000)	(12,000)	(30,000)
Option payments	100,000	112,500	212,500
Balance at December 31, 2022	$ 6,605,842	$ 1,318,247	$ 7,924,089
Acquisition, renewal and exploration costs	25,167	40,154	65,321
Lode Gold shares issued for mineral exploration rights	-	136,822	136,822
Government assistance received	(50,000)	(18,000)	(68,000)
Option payments	195,100	180,000	375,100
Balance at December 31, 2023	$ 6,776,109	$ 1,657,223	$ 8,433,332

The mineral exploration and evaluation assets consist of the following claim groups:

a) Golden Culvert, Yukon Territory

Lode Gold has the option to acquire 100% ownership of the Golden Culvert, Win, and Little Hyland properties (collectively, Golden Culvert) comprising certain mineral claims in the Little Hyland Valley District of the Southeastern Yukon Territory.

The 2022 final payments for Golden Culvert and Little Hyland were made as scheduled, with the exception of the 50% cash portion of the Golden Culvert payment. Lode Gold and the optionors agreed to defer the cash portion of the payment of $175,000 to 2023, subject to an 8% per annum late payment penalty. As of December 31, 2023 Lode Gold has earned a 100% interest in the Golden Culvert and 100% interest in the Little Hyland claims and Rubus claims respectively. The 2023 payments totaled $175,000 in cash (2022 - $100,000 in cash and 596,258 common shares of Lode Gold, recorded at their quoted market value of $268,317).

12 -

LODE GOLD RESOURCES INC.
Notes to Carve-out Financial Statements
Years Ended December 31, 2023 and 2022
(Expressed in Canadian Dollars)

5. Exploration and evaluation (continued)

Exercise of the options also required fulfillment of work requirements of $350,000 at each of the Golden Culvert and Little Hyland properties during the period ending December 12, 2022. The Golden Culvert work commitment was fulfilled during 2018 and the Little Hyland work commitment was fulfilled during 2022. The claims are subject to net smelter royalties ("NSR") aggregating to 2.5%.

Lode Gold has a rehabilitation provision of $14,282 (2022 - $14,066) for trenching performed on the property. This rehabilitation must be completed by the year 2026.

Exercise of the Win option requires $35,000 of exploration expenditures before the first anniversary of the option agreement, which was completed in 2022. Maintenance and exercise of the option will require the following annual payments:

2022 - $13,400 – payment made
2023 - $20,100 – payment made
2024 - $20,100 – payment made subsequent to December 31, 2023
2025 - $26,800
2026 - $40,200

Upon completion of all payments and expenditures up to the third anniversary payment, Lode Gold will have earned a 50% interest in the property, and upon completion of the fifth anniversary payment, Lode Gold will have earned a 100% interest in the property.

The Win property is subject to a 2% NSR on production; however, Lode Gold may re-purchase 1.5% (1.5% of the 2% NSR) for $1,500,000 at increments of $500,000 per 0.50% NSR.

The carrying value of the Golden Culvert property claim group at December 31, 2023 is $6,776,109 (2022 - $6,605,842).

b) McIntyre Brook, New Brunswick

Additional expansion of the McIntyre Brook Property

In May 2022, Lode Gold completed acquisitions certain claims located adjacent to and east of Lode Gold's existing McIntyre Brook claims. On acquisition, Lode Gold made a cash payment of $40,000 and issued 176,100 common shares, recorded at their quoted market value of $132,075. Subsequent payments on the first, second, third and fourth anniversaries of $164,000, $209,000, $246,500 and $285,500 respectively, are required to maintain the Options, $865,000 of which may be paid at Lode Gold's election up to 50% in shares. Upon completion of the fourth anniversary payments Lode Gold will have earned 100% ownership in the claims. Lode Gold has the option to accelerate the payments to exercise the Options sooner if it so desires. Lode Gold has also agreed to pay the owners a 2% NSR royalty on production from the claims of which may be bought back in increments of $1,000,000 for each 1% of the NSR. All the Options have a provision for performance payments upon completing the following milestones:

a one-time cash payment of $25,000 upon a Positive Preliminary Economic Assessment
a one-time cash payment of $50,000 upon a Positive Feasibility Study
a one-time cash payment of $100,000 upon Commercial Production

Exercise of the McIntyre Brook options will require fulfillment of the following work requirements:

2021 - $10,000 – completed in 2021
2022 - $15,000 – completed in 2022
2023 - $20,000 – completed in 2023
2024 - $15,000
13 -

LODE GOLD RESOURCES INC.

Notes to Carve-out Financial Statements

Years Ended December 31, 2023 and 2022

(Expressed in Canadian Dollars)

5. Exploration and evaluation (continued)

Maintenance and exercise of the McIntyre Brook options will require the following annual payments:

2021:
i) $75,000, with the option to pay up to $30,000 with common shares
ii) 10,000 common shares
☐ Lode Gold has made payments of $67,500 in cash and issued 18,333 common shares of Lode Gold, recorded at their quoted market value of $16,000. All annual payments for 2021 have been made.
2022:
i) $115,000, with the option to pay up to $42,500 with common shares
ii) 5,000 common shares
☐ Lode Gold has made payments of $72,500 in cash and issued 53,243 common shares of Lode Gold, recorded at their quoted market value of $40,763. All annual payments for 2022 have been made.
2023:
i) $309,000, with the option to pay up to $134,500 with common shares
ii) 5,000 common shares
☐ Lode Gold has made payment of $180,000 in cash and issued 311,909 common shares of Lode Gold, recorded at their quoted market value of $136,821. All annual payments for 2023 have been made.
2024:
i) $319,000, with the option to pay up to $159,500 with common shares
☐ As of June 30, 2024, the Company has made payments totaling $117,000 in cash and has issued 606,955 common shares of the Company, recorded at their quoted market value of $217,239.
☐ During the period, the Company has agreed with certain property optionors to allow the Company to pay a greater portion of its property option payment with shares, as opposed to cash. The Company reduced the cash portion of its payments during the period by $144,500.
2025:
i) $236,500, with the option to pay up to $118,250 with common shares
2026:
i) $275,500, with the option to pay up to $137,750 with common shares

Upon completion of the anniversary payments Lode Gold will have earned 100% ownership in the McIntyre Brook claim group. This claim group is subject to the following NSR on production:

McIntyre Brook – This claim group is subject to a 2% NSR on production; however, Lode Gold may re-purchase 1% (one-half of the 2% NSR) for either $1,000,000 or increments of $500,000 per 0.50% NSR;
McIntyre-Moose Brook – This claim group is subject to a 2% NSR on production; however, Lode Gold may re-purchase 1% (one-half of the 2% NSR) for $1,000,000 or increments of $500,000 per 0.50% NSR;
Gold Brook – This claim group is subject to a 2% NSR on production; however, Lode Gold may re-purchase 1% (one-half of the 2% NSR) for $1,000,000 or increments of $500,000 per 0.50% NSR;
Tardif Brook – This claim group is subject to a 2% NSR on production; however, Lode Gold may re-purchase the NSR for either $2,000,000 or increments of $1,000,000 per 1.0% NSR;
Tardif Lake South – This claim is subject to a 2% NSR on production; however, Lode Gold may re-purchase 1% (one-half of the 2% NSR) for $1,000,000;
Ramsay Brook – With the exception of two claims (9743 and 10349) this claim group is subject to a 2% NSR on production; claims 9743 and 10349 are subject to a 1% NSR on production; however, Lode Gold may re-purchase 1% of the NSR (being 100% of the 1% NSR on claims 9743 and 10349, plus one-half of the 2% NSR of the remaining claims) for $1,000,000;
14 -

LODE GOLD RESOURCES INC.
Notes to Carve-out Financial Statements
Years Ended December 31, 2023 and 2022
(Expressed in Canadian Dollars)

5. Exploration and evaluation (continued)

Ramsay Brook Central - This claim is subject to a 2% NSR on production; however, Lode Gold may re-purchase 1% (one-half of the 2% NSR) for $1,000,000;
Ramsay Brook Cobalt – This claim is subject to a 2% NSR on production; however, Lode Gold may re-purchase 1% (one-half of the 2% NSR) for $1,000,000;
Ramsay Portage – This claim group is subject to a 2% NSR on production; however, Lode Gold may re-purchase 1% (one-half of the 2% NSR) for $1,000,000;
Ramsay Brook Cobalt East - This claim group is subject to a 2% NSR on production; however, Lode Gold may re-purchase 1% (one-half of the 2% NSR) for $1,000,000; and
Greys Gulch – This claim is subject to a 2% NSR on production; however, Lode Gold may re-purchase 1% (one-half of the 2% NSR) for $1,000,000.

The carrying value of the McIntyre Brook property is $1,657,223 (2022 - $1,318,247).

6. Related party transactions

Lode Gold has entered into agreements with officers of Lode Gold and private companies controlled by officers and directors of Lode Gold for management consulting, geological consulting and other services required by the Properties.

In accordance with IAS 24, key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of Lode Gold directly or indirectly, including any directors (executive and non-executive) of Lode Gold.

The remuneration of officers and directors of Lode Gold for the year ended December 31, 2023 included $195,480 (2022 - $444,287) stock based compensations and $495,808 consulting fees (2022 - $343,000). In addition, $175,000 was recognized as a retirement allowance to a former officer of Lode Gold. Approximately 59% (2022 - 49%) of the remuneration of the officers and directors are allocated to the carve-out statements of financial position. Included in the accounts payable and accrued liabilities of the carve-out statements of financial position are $159,205 (2022 - $12,417) payables to the related parties.

7. Income taxes

Current income tax

The reconciliation of the combined Canadian federal and provincial statutory income tax rate of 27% on the net loss for the years ended December 31 is as follows:

	Year Ended December 31, 2023	Year Ended December 31, 2022
Loss before income taxes	$ (761,773)	$ (896,669)
Expected income tax recovery based on statutory rate of 27% (2022 – 27%)	(205,679)	(242,101)
Non-deductible expenses	31,844	61,090
Tax effect of flow-through shares	-	176,161
Changes in unrecognized deferred tax assets	173,835	4,850
Income tax provision	$ -	$ -

LODE GOLD RESOURCES INC.
Notes to Carve-out Financial Statements
Years Ended December 31, 2023 and 2022
(Expressed in Canadian Dollars)

7. Income taxes (continued)

Deferred income tax

Deferred income taxes are provided as a result of temporary differences that arise due to the differences between the income tax values and the carrying amounts of assets and liabilities. Details of deferred tax assets (liabilities) are as follows:

	Year Ended December 31, 2023	Year Ended December 31, 2022
Non-capital loss carryforwards	605,461	605,461
Exploration and evaluation assets	(605,461)	(605,461)
Net deferred tax assets (liabilities)	$ -	$ -

Deferred income tax assets have not been recognized in respect of the following deductible temporary differences because it is not probable that future taxable profit will be available against which the Properties can use these benefits:

	Year Ended December 31, 2023	Year Ended December 31, 2022
Non-capital loss carryforwards	$ 1,563,300	$ 919,466

The Properties have estimated unrecognized non-capital loss carryforwards of approximately $1,563,300 (2022: $919,466) which may be carried forward to reduce taxable income derived in future years.

8. Capital risk management

Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Properties, is reasonable. There were no changes in the Properties' approach to capital management during the years ended December 31, 2023 and 2022.

9. Financial instruments and risk factors

The Properties' financial instruments consist of accounts payable and accrued liabilities.

Financial assets and liabilities are classified and measured at amortized cost using the effective interest method. The fair value for short-term financial assets and liabilities which include trade payables and accrued liabilities approximate their fair value due to their short-term nature. The fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

16 -

LODE GOLD RESOURCES INC.
Notes to Carve-out Financial Statements
Years Ended December 31, 2023 and 2022
(Expressed in Canadian Dollars)

9. Financial instruments and risk factors (continued)

The Properties' risk exposures and the impact on the Properties' financial instruments are summarized below:

Credit risk

Credit risk is the risk of loss associated with counterparty's inability to fulfill its payment obligations. The Properties are exposed to credit risk on amounts receivable. The Properties did not have any amounts receivable as at December 31, 2023 and 2022.

Liquidity risk

The Properties' approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. There can be no assurance that the Properties will be successful in the efforts to arrange additional financing on terms satisfactory to the Properties.

Market risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates and commodity and equity prices.

Interest rate risk

The Properties are not exposed to interest rate risk as it does not have interest bearing debt.

Commodity price risk

The ability of the Properties to develop its mineral properties and the future profitability of the Properties is directly related to the market prices of silver, cobalt and nickel.

Currency risk

As the Properties transacts business in Canadian dollars, there is no foreign currency risk at December 31, 2023 and 2022.

10. Stock options

Lode Gold has a stock-based compensation plan for its key officers, directors, employees and consultants. Up to 10% of the issued and outstanding shares may be reserved for issuance under the plan. The fair value of each option, for the most recent option grant, was estimated using the Black-Scholes option pricing model for the issuance of options was $0.026 (2022 - $0.049) using the following assumptions: weighted average life of 5 years (2022 - 5 years); risk-free rate of 4.06% (2022 - 3.60%); expected volatility of 140% (2022 - 140%); and, a dividend yield of 0% (2022 - 0%). All options granted in the most recent option grant vest 50% in year 1 and 50% in year 2; however, as the forfeiture of options in a one-year period was deemed unlikely, a forfeiture rate of 0% was used. The Company granted 204,089 (2022 - 535,000) options during 2023, all to directors of the Company (2022 - 525,000 to directors of the Company).

$200,961 (2022 - $465,019) has been recognized as share-based compensation of Lode Gold for 2023 in relation to options issued and vested with directors and officers of the Company. Approximately 59% (2022 - 49%) of the share-based compensation are allocated to the carve-out statements of loss and comprehensive loss.

17 -

LODE GOLD RESOURCES INC.
Notes to Carve-out Financial Statements
Years Ended December 31, 2023 and 2022
(Expressed in Canadian Dollars)

11. Details of general and administrative expenses

	2023	2022
Consulting fees	$ 379,813	$ 267,182
Professional fees	132,688	177,681
Insurance	32,844	14,663
Investor relations	37,972	166,733
Licenses and fees	33,660	17,424
Accretion and amortization	263	568
Other	26,594	26,160
	$ 643,834	$ 670,411

12. Commitments and contingencies

The Properties' exploration activities are subject to various laws and regulations governing the protection of the environment. These laws and regulations are continually changing and generally becoming more restrictive. The Properties have made, and expect to make in the future, expenditures to comply with such laws and regulations.

13. Subsequent events

1) Subsequent to December 31, 2023, Lode Gold Resources Inc. ("Lode Gold"), announced it has entered into an agreement (the "Agreement") with Fancamp Exploration Ltd. ("Fancamp") (TSX Venture Exchange: FNC) and Lode Gold's wholly-owned subsidiary 1475039 B.C. Ltd. ("Spin Co", also referred to as "Gold Orogen"), to advance the exploration and development of certain mineral properties located in the Yukon and New Brunswick.

Lode Gold will transfer all of its interests in its McIntyre Brook mineral property located in New Brunswick (the "McIntyre Brook Property") and Fancamp will transfer all of its interests in the Riley Brook mineral property located in New Brunswick (the "Riley Brook Property") to a newly incorporated joint-venture entity ("JV Co") in which Fancamp and Spin Co will each own 50% of the outstanding shares (the "JV Co Shares"), and for which Fancamp will be the Operator.
Lode Gold will transfer to Spin Co, Gold Orogen, both its Golden Culvert mineral property located in Selwyn Basin, Tombstone Belt, southeastern Yukon, and its nearby Win mineral property located in the Tombstone Belt, southeastern Yukon.
Fancamp will directly and indirectly invest $2,500,000 into Spin Co (the "Fancamp Investment") in exchange for such number of common shares of Spin Co ("Spin Co Shares") as is equal to 19.9% of the outstanding Spin Co Shares on an undiluted basis, after completion of the Spin Out.
Spin Co will raise $1,500,000 by way of equity private placement in addition to the Fancamp Investment.
An aggregate amount of $1.86 million will be allocated for exploration activities for the New Brunswick JV and $1.56 million will be allocated for exploration activities in Yukon.
Fancamp will invest $500,000 into Lode Gold in exchange for 14,285,714 special warrants ("Lode Gold Special Warrants") on a private placement basis, at an issue price of $0.035 per Lode Gold Special Warrant, based on the terms set out below (the "Private Placement").
Lode Gold will undertake a spin-out transaction of Spin Co (the "Spin Out") pursuant to which each shareholder of Lode Gold will receive Spin Co shares for each common share of Lode Gold (each, a "Lode Gold Share") held on the effective date of the Spin Out, whereby Spin Co will become a reporting issuer.

Completion of the Transaction is subject to approval of the TSX Venture Exchange (the "TSX-V").

18 -

LODE GOLD RESOURCES INC.
Notes to Carve-out Financial Statements
Years Ended December 31, 2023 and 2022
(Expressed in Canadian Dollars)

13. Subsequent events (continued)

On October 9, 2024, Lode Gold announces it has obtained conditional approval from the TSXV and closed the transaction with Fancamp Exploration Ltd. ("Fancamp") pursuant to the definitive Investment Agreement for $3.5 million investment that the Company announced in its August 27, 2024 news release. $500,000 goes into the Company for subscription of 1,428,571 Special Warrants of the Lode Gold, each Special Warrant, at $0.35 per unit, upon completion of the Spin Out, will convert to one common share of Lode Gold and one 5-year Lode Gold share purchase warrant with an exercise price of $0.5 per share. If fully exercised, the warrant subscription proceeds will total an additional $714,286; $3,000,000 goes into the Company's wholly-owned subsidiary Gold Orogen, for 5,423,078 common shares or 19.9% of Gold Orogen. As part of the Investment Agreement, Lode Gold has transferred its interests in the McIntyre Brook Property (111 km²) and Fancamp transferred its interests in the Riley Brook Property (309 km²), both located in New Brunswick, into a 50/50 joint venture between Gold Orogen and Fancamp, that is called Acadian Gold Corp. The Company has also transferred its interest in its Golden Culvert and WIN Property to Gold Orogen. Fancamp has become a key shareholder of Lode Gold and a 19.9% shareholder of Gold Orogen.

2) On October 25, 2024, Lode Gold completed a share consolidation at a ratio of one post-consolidated share for every ten (10) pre-consolidated shares.

3) See note 5 for the subsequent payments for exploration and evaluation assets.

19 -

LODE GOLD RESOURCES INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 2023
FOR THE CARVE-OUT PROPERTIES

September, 2024

The following management's discussion and analysis ("MD&A") of Lode Gold Resources Inc. ("Lode Gold" or the "Company") for the year ended December 31, 2023 for the Golden Culvert and McIntyre Brook Properties ("the Carve-Out Properties" or "Properties") has been prepared to provide material updates to the business operations, liquidity and capital resources of the Carve-Out Properties, and unless otherwise noted, should be read in conjunction with the Company's Carve-Out annual audited financial statements for the fiscal years ended December 31, 2023 and 2022, and the notes thereto, which have been prepared in accordance with International Financial Reporting Standards ("IFRS"), and International Accounting Standards ("IAS") issued by the International Accounting Standards Board ("IASB") and interpretations of the IFRS Interpretations Committee ("IFRIC").

Forward Looking Statements

This Management's Discussion and Analysis ("MD&A") contains certain statements that may be deemed "forward-looking statements," within the meaning of certain securities laws. Forward-looking statements relate to management's expectations or beliefs about future performance, events, or circumstances that include, but are not limited to, future production, costs of production, operational activities, and events or developments that the Properties expects or targets. Forward-looking statements can usually be identified by words such as: "future", "plans", "scheduled", "expects", "intends", "estimates", "forecasts", "will", "may", "could", "would", and variations thereof. Although the Properties believe that these statements are based on reasonable assumptions, all forward-looking statements involve known and unknown risks and uncertainties that may cause the actual performance, events, or circumstances of the Properties to be materially different than anticipated. The forward-looking information in this MD&A describes the Properties' expectations as of the date of this MD&A.

The Company cautions that the foregoing list of material factors is not exhaustive. When relying on the Properties' forward-looking information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. The Properties have assumed a certain progression, which may not be realized. It has also assumed that the material factors referred to in the previous paragraph will not cause such forward-looking information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.

Description of Business

Overview

Recent Developments

Continuity of mineral exploration and evaluation assets	Golden Culvert	McIntyre Brook	Total
Balance at December 31, 2021	$ 5,756,581	$ 670,311	$ 6,426,892
Acquisition, renewal and exploration costs	498,944	374,598	873,542
Lode Gold shares issued for mineral exploration rights	268,317	172,838	441,155
Government assistance received	(18,000)	(12,000)	(30,000)
Option payments	100,000	112,500	212,500
Balance at December 31, 2022	$ 6,605,842	$ 1,318,247	$ 7,924,089
Acquisition, renewal and exploration costs	25,167	40,154	65,321
Lode Gold shares issued for mineral exploration rights	-	136,822	136,822
Government assistance received	(50,000)	(18,000)	(68,000)
Option payments	195,100	180,000	375,100
Balance at December 31, 2023	$ 6,776,109	$ 1,657,223	$ 8,433,332

Golden Culvert Property, Southern Tombstone Gold Belt, Yukon Territory

The Golden Culvert Property is located in the Little Hyland Valley District of the Southeastern Yukon, approximately 205 kilometres north of the town of Watson Lake. The property lies parallel to and about 25 km northeast of the 3 Aces Project of Seabridge Gold. Gold occurrences in the upper Hyland River valley form a 50-km-long belt that is considered to be the easternmost portion of the Tombstone Gold Belt (Hart and Lewis, 2008). The entire 800-kilometre-long Tombstone Belt of gold deposits and occurrences lies within the greater Tintina Gold Belt that includes Fort Knox, Pogo, Brewery Creek, Dublin Gulch, and the recent major discovery by Snowline Gold Corp. at their Valley occurrence on the Rogue property in the Selwyn Basin.

Golden Culvert covers 83.8 square kilometres across a 24-kilometre strike. Work conducted by Lode Gold since 2018, including 25 diamond drill holes and 24 trenches, confirms that a 130-metre-wide corridor of at least six parallel gold-bearing structures occurs within a >30 ppb gold-in-soils anomaly, extends for at least 970 metres of strike and to at least 225 metres in depth. The structures remain open along strike and depth. A new gold-bearing structure was discovered in 2019 to occur 7.1 kilometres along strike to the north with no exploration conducted in between. During the year the Company acquired 100% of the mineral claims on these properties.

Win Gold Property, Southern Tombstone Gold Belt, Yukon Territory

During the period ended September 30, 2021, the Company completed an option agreement to acquire the Win Property, which is 11 kilometres from the original Golden Culvert claim. The Win Property comprises 78 quartz mining claims covering an area of 15.7 km² adjacent to and along strike of its Golden Culvert and Little Hyland projects. The Win Property lies strategically along the main Golden Culvert Gold Trend where it projects approximately 11 km directly southeast of the Main Discovery area. The Win Property has been subjected to minimal historic exploration since 1982 ostensibly following up on anomalous tungsten, molybdenum, copper and silver mineralization associated with plutonic rocks. Even so, one historic off-trend grab sample yielding 0.52 g/t gold, 100 g/t silver and 0.63% lead has been confirmed by the Company's 2020 due diligence site investigation which also yielded two outcrop samples assaying 0.64 g/t gold, 155 g/t silver, 1.25% lead, and 0.46 g/t gold, 28.8 g/t silver, respectively.

Subsequently during the 1990's a new gold deposit class called Reduced Intrusion-Related Gold Systems or "RIRGS" became recognized to explain such large, low-grade gold deposits as Fort Knox, (Alaska) and Dublin Gulch, (Yukon). The Win Property mineralization and setting resembled this new deposit type and further exploration work thereafter focussed on the new RIRGS model. In December 2023, the Company confirmed the occurrence of a new RIRGS discovery on the Win Property with the presence of an outcrop of sheeted gold-bearing quartz veins in hornfels-altered contact aureole between two mineralized quartz monzonite intrusives. Surface rock geochemistry in the vicinity of the outcrop shows a distinctive assemblage and zonation patterns typical of such a system (elevated Bismuth and Tellurium, and gold values up to 8.53 g/t).

Exploration work on both the Little Hyland and Win Properties comprised of detailed groundwork following up on last year's property-scale soil geochemistry survey was completed in Q3 2022.

The carrying value of the Golden Culvert property claim group is $6,776,109 (December 31, 2022 - $6,605,842).

McIntyre Brook, New Brunswick

On December 5, 2019, the Company signed a Definitive Agreement to option and acquire 100% of the mineral rights to the McIntyre Gold Project located adjacent to Highway 180 about 80 kilometres west of Bathurst, New Brunswick. The Project consists of two known gold occurrences that occur 1.5 kilometres along strike of each other, the McIntyre Brook and the Big Pit. The McIntyre Brook occurrence features 40 significant gold values between 0.20 and 41.56 gpt gold out of a total of 46 grab samples collected from bedrock exposed in trenches along 300 metres of strike length. The zone remains open at both ends and occurs within a 480-metre wide, 8 to 165 ppb gold-in-soil anomaly that remains open beyond 500 metres of strike length. The Big Pit Cu-Au occurrence comprises a chalcopyrite-hematite vein that contains gold. At the Big Pit occurrence, rock samples yielded up to 1.44% Cu and 7.33 gpt gold.

The McIntyre Brook property lies along strike of and flanked on both sides by advanced exploration properties operated by Puma Exploration Ltd., including their Williams Brook

Discovery immediately to the west. Williams Brook features drill results up to 5.5 g/t gold over 50 m and surface outcrop samples up to 371 g/t gold. The Williams Brook zone strikes onto and over 17 km of prospective strike of Lode Gold's McIntyre Brook claims that feature numerous similar high-grade gold showings and geochemical anomalies.

In February 2020 the Company also announced it had concluded option agreements to acquire an additional 2,450 hectares of favourable prospective ground adjacent to and along strike of its previously optioned 375-hectare McIntyre Brook Gold Project through staking and further property option and purchase agreements. The total acquisition package extended the strike component from 1.2 km to approximately 12 km and includes three recorded gold and base metals showings approximately 10 km along strike to the west of the main McIntyre Brook Gold Occurrence. The new acquisitions included the McIntyre-Moose Brook and Gold Brook Option Agreements plus 625 hectares of newly staked land.

Acquisition of Tardiff Brook

During October 2020, Lode Gold had signed a definitive option agreement which sets out the terms under which Lode Gold has the option to earn 100% interest in 7 claims comprising 2,675 hectares (26.75 km²) located north and south of the Company's existing optioned claims which are adjacent to the original McIntyre Brook property (See "Commitments" below for details on the property option and purchase agreements).

Expansion of existing McIntyre Brook Claim

In November 2020, the Company completed an amendment to the initial McIntyre Brook property acquisition to acquire an additional 7 claims adjacent to the original McIntyre Brook (See "Commitments" below for details on the property option and purchase agreements).

Additional expansion of existing McIntyre Brook Claim

In May 2022, the Company completed acquisitions of 19 claims comprising 5,956 hectares located adjacent to and east of the Company's existing McIntyre Brook claims. On acquisition, the Company made a cash payment of $40,000 and issued 1,761,000 common shares, recorded at their market value of $132,075, and an agreement to pay 400,000 common shares in the future. Subsequent payments on the first, second, third and fourth anniversaries of $164,000, $209,000, $246,500 and $285,500 respectively, are required to maintain the Options, $865,000 of which may be paid at the Company's election up to 50% in shares. Upon completion of the fourth anniversary payments Lode Gold will have earned 100% ownership in the claims. Lode Gold has the option to accelerate the payments to exercise the Options sooner if it so desires. The Company has also agreed to pay the owners a 2% NSR royalty on production from the claims of which may be bought back in increments of $1,000,000 for each 1% of the NSR. All the Options have a provision for performance payments upon completing the following milestones:

a one-time cash payment of $25,000 upon a Positive Preliminary Economic Assessment
a one-time cash payment of $50,000 upon a Positive Feasibility Study
a one-time cash payment of $100,000 upon Commercial Production

2022 Exploration on McIntyre Brook Property and 2023 update

During 2024, the Company issued 6,069,550 common shares with respect to its property option payments at the Company's McIntyre Brook property.

On October 26, 2023, the Company issued 724,460 common shares with respect to its property option payment at the Company's McIntyre Brook property. The Company now owns 100% of its Gold Brook, amended McIntyre Brook, and Tardiff Brook South claims, which form a part of its overall McIntyre Brook claim group.

On October 20, 2022, the Company reported on results of a soil sampling program completed in 2021 covering the new claims acquired in 2020 noted above. Three new target zones were identified on three parallel gold trends featuring surface grab sample values up to 19.85 g/t gold on the Moose Brook zone. A subsequent soil sampling program was concluded in Q3 2022 across the additional new claims acquired in 2022. Soil sampling is now 100% complete over the entire project.

The project is still at a very early stage and much remains to be determined with further work (See "Commitments" below for details on the property option and purchase agreements). At December 31, 2023, the McIntyre Brook Claim Group comprises the McIntyre Brook, McIntyre-Moose Brook, Gold Brook, and Tardiff Brook properties.

The carrying value of the McIntyre Brook Claim Group is $1,657,223 (December 31, 2022 - $1,318,247).

Basis of presentation

The carve-out financial statements reflect the assets, liabilities, expenses and cash flows of the Properties undertaken by Lode Gold for the years ended December 31, 2023 and 2022.

The purpose of the carve-out statements is to provide general purpose historical financial information of the Properties in connection with the option of the Properties by Lode Gold. Thee carve-out financial statements reflect the Properties expenditures as if the Properties had been operating separately during the periods presented. Therefore, thee carve-out financial statements present the historical exploration and evaluation expenditures incurred by Lode Gold related to the Properties plus an allocation of corporate overhead charges.

The following basis of preparation for the carve-out financial statements has been applied:

All assets and liabilities directly related to the Properties have been attributed to the Properties. These do not include assets and liabilities that are not specifically identifiable with the Properties.
Expenses directly related to the Properties have been entirely attributed to the Properties.
During the years ended December 31, 2023 and 2022, the Properties received services and support functions from Lode Gold and the operations of the Properties were dependent upon Lode Gold's ability to perform these services and support functions. These services and support functions costs are used by the Properties and are paid by Lode Gold and have been allocated to the Properties based on the

proportionate exploration expenditures attributed to the Properties compared to the total exploration expenditures of Lode Gold.

Management believes the assumptions and allocations underlying the carve-out financial statements are reasonable and appropriate under the circumstances. The expenses and cost allocations have been determined on a basis considered by Lode Gold to be a reasonable reflection of the utilization of services provided to or the benefit received by the Properties during the periods presented. However, these assumptions and allocations are not necessarily indicative of the costs the Properties would have incurred if it had operated on a stand-alone basis or as an entity independent of Lode Gold. The carve-out financial statements have been prepared on a historical cost as explained in the accounting policies below. The presentation and functional currency of the Properties is the Canadian dollar.

The carve-out financial statements have been prepared in accordance with and using accounting policies in full compliance with IFRS and International Accounting Standards ("IAS") issued by the International Accounting Standards Board ("IASB") and interpretations of the IFRS Interpretations Committee ("IFRIC"), effective for Lode Gold's reporting for the year ended December 31, 2023.

Overall performance

Results of operations

The Properties had a comprehensive loss of $761,773 for the year ended December 31, 2023, as compared to a comprehensive loss of $896,669 in 2022. General and administrative expenses were $643,834 for the year 2023 (2022 - $670,411), and stock compensation expenses were $117,939 for the year 2023 (2022 - $226,258).

Net cash used in operating activities were $423,779 for the year 2023 (2022 - $419,675).

Cash used in exploration expenditures during 2023 were $372,205, as compared to exploration expenditures of $1,055,834 in 2022. The Properties spent significantly less in 2023 given the difficulty it experienced in raising equity capital during the year for exploration.

Expenses related to exploration and evaluation of mineral properties and their acquisition are capitalized as Mineral Exploration and Evaluation Assets on the carve-out statements of financial position.

Selected Financial Information

The financial data are presented in accordance with IFRS. The reporting currency is the Canadian dollar.

General and administrative expenses

General and administrative expenses were $643,834 in 2023 compared with $670,411 in 2022. General and administrative expenses include:

	2023	2022
Consulting fees	$ 379,813	$ 267,182
Professional fees	132,688	177,681
Insurance	32,844	14,663
Investor relations	37,972	166,733
Licenses and fees	33,660	17,424
Accretion and amortization	263	568
Other	26,594	26,160
	$ 643,834	$ 670,411

Related-Party Transactions

Commitments

Golden Culvert:

The Company has 100% ownership of the Golden Culvert and Little Hyland properties (collectively, Golden Culvert) comprising 431 mineral claims in the Little Hyland Valley

District of the Southeastern Yukon Territory, approximately 205 kilometres north of the town of Watson Lake.

The 2022 final payments for Golden Culvert and Little Hyland were made as scheduled, with the exception of the 50% cash portion of the Golden Culvert payment. The Company and the optionors agreed to defer the cash portion of the payment of $175,000 to 2023, subject to an 8% per annum late payment penalty. The final $175,000 cash payment was made in April 2023 upon which the Company now holds 100% interest in all claim groups. The 2022 payments totaled $100,000 in cash and $5,962,577 common shares of the Company, recorded at their fair market value of $268,317.

Exercise of the options required fulfillment of work requirements of $350,000 at each of the Golden Culvert and Little Hyland properties during the period ending December 12, 2022, which has been completed. The Golden Culvert work commitment was fulfilled during 2018 and the Little Hyland work commitment was fulfilled during 2022. The claims are subject to net smelter return (NSR) royalties aggregating up to 2.5%.

Win:

During 2021, the Company expanded the Golden Culvert claim group by completing a transaction to acquire 100% of the mineral rights to the Win property, which is 13 kilometres from the original Golden Culvert claim. In connection with this acquisition, the Company issued 117,300 common shares valued at their market value of $28,152 and made a payment to the optionors of $13,400, and also paid $13,400 for the 2022 annual payment requirement.

Maintenance and exercise of the option will require the following annual payments:
- 2024 - $20,100 (payment made)
- 2025 - $26,800
- 2026 - $40,200

Upon completion of all payments and expenditures up to the third anniversary payment, the Company will have earned a 50% interest in the Win property, and upon completion of the fifth anniversary payment, the Company will have earned a 100% interest in the property.

The Win property is subject to a 2% NSR on production; however, the Company may repurchase 1.5% (1.5% of the 2% NSR) for $1,500,000 or increments of $500,000 per 0.5% NSR.

McIntyre Brook:

Maintenance and exercise of the remaining McIntyre Brook options will require the following future annual payments:
- 2024:
i) $319,000, with the option to pay up to $159,500 with common shares
- 2025:
i) $236,500, with the option to pay up to $118,250 with common shares

2026:

i) $275,500, with the option to pay up to $137,750 with common shares

All payments and work commitments required to maintain the option have been made to date. Upon completion of the fourth anniversary payments the Company will have earned 100% ownership in the McIntyre Brook claim group.

This claim group is subject to the following net smelter returns ("NSR") on production:

McIntyre Brook, McIntyre-Moose Brook, and Gold Brook – These claims are subject to a 2% NSR on production; however, the Company may re-purchase the 1% of the NSR for either $1,000,000 (one-half of the 2% NSR) or increments of $500,000 per 0.5% NSR;
Tardiff Brook – This claim group is subject to a 2% NSR on production; however, the Company may re-purchase the NSR for either $2,000,000 or increments of $500,000 per 0.5% NSR;
Tardiff Lake South – This claim is subject to a 2% NSR on production; however, the Company may re-purchase 1% (one-half of the 2% NSR) for $1,000,000;
Ramsay Brook – With the exception of two claims (9743 and 10349) this claim group is subject to a 2% NSR on production; claims 9743 and 10349 are subject to a 1% NSR on production; however, the Company may re-purchase 1% of the NSR (being 100% of the 1% NSR on claims 9743 and 10349, plus one-half of the 2% NSR of the remaining claims) for $1,000,000;
Ramsay Brook Central – This claim is subject to a 2% NSR on production; however, the Company may re-purchase 1% (one-half of the 2% NSR) for $1,000,000;
Ramsay Brook Cobalt – This claim is subject to a 2% NSR on production; however, the Company may re-purchase 1% (one-half of the 2% NSR) for $1,000,000;
Ramsay Portage – This claim group is subject to a 2% NSR on production; however, the Company may re-purchase 1% (one-half of the 2% NSR) for $1,000,000;
Ramsay Brook Cobalt East – This claim group is subject to a 2% NSR on production; however, the Company may re-purchase 1% (one-half of the 2% NSR) for $1,000,000; and
Greys Gulch – This claim is subject to a 2% NSR on production; however, the Company may re-purchase 1% (one-half of the 2% NSR) for $1,000,000.

Risks and Uncertainties

The business of exploration and mining is full of risks that even a combination of experience, knowledge and careful evaluation may not be able to overcome. The operations to be conducted by the Company will be subject to all of the operating risks normally attendant upon mineral exploration and development. Failure to obtain financing can result in delay or indefinite postponement of exploration and development projects with the possible loss of such properties. While the Company has been successful in the past at raising funds, there can be no assurance that it will continue to do so. Equity financing opportunities require favorable market conditions and commodity prices that cannot be assured.

Whether a mineral deposit once discovered will be commercially viable depends on a number of factors, some of which depend on the particular attributes of the deposit, such as size, grade and proximity to infrastructure. These factors are beyond the control of the Company. The Company must also compete with companies that may have greater technical or financial resources. The Company is unable to predict the amount of time which may elapse between the date when any new mineral resource may be discovered, and the date production may commence from any such discovery.

The exploration and development of mineral properties and the marketability of any minerals contained in such properties can be affected by many other factors beyond the control of the corporation, such as metal prices, availability of adequate refining facilities, or the imposition of new government regulations affecting existing taxes and royalties or environmental and pollution controls.

The directors of the Company are engaged and will continue to be engaged in the search for mining interests on their own behalf and on behalf of other companies, and situations may arise where the directors and officers may be in direct competition with the Company. Conflicts of interest, if any, which arise will be subject to and governed by procedures prescribed by the Business Corporations Act (Alberta) which require a director or officer of a corporation who is a party to, or is a director or an officer of or has a material contract with the Corporation to disclose his interest and, in the case of directors, to refrain from voting on any matter in respect of such contract unless otherwise permitted under the Business Corporations Act (Alberta).

Critical accounting estimates and judgments

Provisions and contingencies

Income, value added, withholding and other taxes

uncertain during the ordinary course of business. The Properties recognize liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. The determination of the Properties' income, value added, withholding and other tax liabilities requires interpretation of complex laws and regulations. The Properties' interpretation of taxation law as applied to transactions and activities may not coincide with the interpretation of the tax authorities. All tax related filings are subject to government audit and potential reassessment subsequent to the financial statement reporting period. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the tax related accruals and deferred income tax provisions in the period in which such determination is made.

Decommissioning, restoration and similar liabilities

Contingencies

See note 12 to the financial statements.

Allocation of overhead expenses

See note 1 to the financial statements.

Financial instruments and risk management

The Properties' financial instruments consist of accounts payable and accrued liabilities.

The Properties' risk exposures and the impact on the Properties' financial instruments are summarized below:

Credit risk

Liquidity risk

Market risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates and commodity and equity prices.

Interest rate risk

The Properties are not exposed to interest rate risk as it does not have interest bearing debt.

Commodity price risk

The ability of the Properties to develop its mineral properties and the future profitability of the Properties is directly related to the market prices of silver, cobalt and nickel.

Currency risk

As the Properties transacts business in Canadian dollars, there is no foreign currency risk at December 31, 2023 and 2022.

The Company's publicly filed documents are available on SEDAR at www.sedarplus.ca.

Additional information on the Company's Properties including news releases, maps and photos can be viewed on the Company's website www.lode-gold.com.

All scientific and technical data disclosed in this MD&A has been reviewed and verified by Jonathan Victor Hill, Director, BSc (Hons) (Economic Geology – UCT), FAusIMM a Qualified Person within the meaning of National Instrument 43-101. Jonathan Victor Hill is the Qualified Person for the Company.

Subsequent Events

Lode Gold will transfer all of its interests in its McIntyre Brook mineral property located in New Brunswick (the "McIntyre Brook Property") and Fancamp will transfer all of its interests in the Riley Brook mineral property located in New Brunswick (the "Riley Brook Property") to a newly incorporated joint-venture entity ("JV Co") in which Fancamp and Spin Co will each own 50% of the outstanding shares (the "JV Co Shares"), and for which Fancamp will be the Operator.
Lode Gold will transfer to Spin Co, Gold Orogen, both its Golden Culvert mineral property located in Selwyn Basin, Tombstone Belt, southeastern Yukon, and its nearby Win mineral property located in the Tombstone Belt, southeastern Yukon.
Fancamp will directly and indirectly invest $2,500,000 into Spin Co (the "Fancamp Investment") in exchange for such number of common shares of Spin Co ("Spin Co Shares") as is equal to 19.9% of the outstanding Spin Co Shares on an undiluted basis, after completion of the Spin Out.
Spin Co will raise $1,500,000 by way of equity private placement in addition to the Fancamp Investment.
An aggregate amount of $1.86 million will be allocated for exploration activities for the New Brunswick JV and $1.56 million will be allocated for exploration activities in Yukon.
Fancamp will invest $500,000 into Lode Gold in exchange for 14,285,714 special warrants ("Lode Gold Special Warrants") on a private placement basis, at an issue price of $0.035 per Lode Gold Special Warrant, based on the terms set out below (the "Private Placement").
Lode Gold will undertake a spin-out transaction of Spin Co (the "Spin Out") pursuant to which each shareholder of Lode Gold will receive Spin Co shares for each common share of Lode Gold (each, a "Lode Gold Share") held on the effective date of the Spin Out, whereby Spin Co will become a reporting issuer.

Completion of the Transaction is subject to approval of the TSX Venture Exchange (the "TSX-V").

2) See note 5 to the financial statements for the subsequent payments for exploration and evaluation assets.

Appendix 6 to Schedule "G"

LODE GOLD RESOURCES INC.
UNAUDITED CONDENSED INTERIM CARVE-OUT FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023
(EXPRESSED IN CANADIAN DOLLARS)

LODE GOLD RESOURCES INC.

Unaudited Condensed Interim Carve-out Statements of Financial Position

As at September 30, 2024 and December 31, 2023

(Expressed in Canadian dollars)

	Notes	September 30, 2024	December 31, 2023
		$	$
Assets
Current assets
Prepaid expenses		136,892	56,729
Total current assets		136,892	56,729
Exploration and evaluation assets	5	9,031,410	8,433,332
Total assets		9,168,302	8,490,061
Liabilities
Current liabilities
Accounts payable and accrued liabilities		837,296	352,910
Total current liabilities		837,296	352,910
Rehabilitation provision		14,500	14,282
Total liabilities		851,796	367,192
Equity
Owner's investment		15,696,921	13,822,711
Deficit		(7,380,415)	(5,699,842)
Total equity		8,316,506	8,122,869
Total liabilities and equity		9,168,302	8,490,061

Nature of operation and basis of presentation (note 1)

Going concern (Note 2)

Commitments and contingencies (Note 8)

Subsequent event (Note 9)

The accompanying notes are an integral part of these condensed interim carve-out financial statements.

Approved on behalf of the Board:

(Signed) "Wendy Chan" Director

(Signed) "Hashim Ahmed" Director

LODE GOLD RESOURCES INC.

Unaudited Condensed Interim Carve-out Statements of Loss and Comprehensive Loss For the three and nine months ended September 30, 2024 and 2023

(Expressed in Canadian dollars)

	3 months ended September 30, 2024	3 months ended September 30, 2023	9 months ended September 30, 2024	9 months ended September 30, 2023
	$	$	$	$
Expenses
General and administrative expenses	713,217	262,656	1,330,730	490,001
Stock compensation expense	213,688	85,911	349,843	141,219
Net loss and comprehensive loss	(926,905)	(348,567)	(1,680,573)	(631,220)

The accompanying notes are an integral part of these condensed interim carve-out financial statements.

LODE GOLD RESOURCES INC.

Unaudited Condensed Interim Carve-out Statements of Changes in Equity

(Expressed in Canadian dollars, except shares)

	Owner's investment	Deficit	Total
	$	$	$
Balance at December 31, 2022	12,771,966	(4,938,069)	7,833,897
Net loss and comprehensive loss for the period	-	(631,220)	(631,220)
Owner's contributions	729,372	-	729,372
Balance at September 30, 2023	13,501,338	(5,569,289)	7,932,049
Balance at December 31, 2023	13,822,711	(5,699,842)	8,122,869
---	---	---	---
Net loss and comprehensive loss for the period	-	(1,680,573)	(1,680,573)
Owner's contributions	1,874,210	-	1,874,210
Balance at September 30, 2024	15,696,921	(7,380,415)	8,316,506

The accompanying notes are an integral part of these condensed interim carve-out financial statements.

LODE GOLD RESOURCES INC.

Unaudited Condensed Interim Carve-out Statements of Cash Flows

For the nine months ended September 30, 2024 and 2023
(Expressed in Canadian dollars)

	Notes	2024	2023
		$	$
Operating activities
Net loss for the period		(1,680,573)	(631,220)
Items not involving cash
Share based payments		349,843	141,219
Change in working capital
Prepaid expenses		(80,163)	(62,729)
Accounts payable		484,386	32,472
Net cash used in operating activities		(926,507)	(520,258)
Investing activities
Exploration and evaluation assets	5	(380,621)	(699,462)
Net cash used in investing activities		(380,621)	(699,462)
Financing activities
Contribution from owner		1,307,128	1,219,720
Cash provided by financing activities		1,307,128	1,219,720
Net change in cash		-	-
Cash, beginning of period		-	-
Cash, end of period		-	-

The accompanying notes are an integral part of these condensed interim carve-out financial statements.

LODE GOLD RESOURCES INC.
Notes to Unaudited Condensed Interim Carve-out Financial Statements
For the three and nine months ended September 30, 2024 and 2023
(Expressed in Canadian Dollars)

Nature of operation and basis of presentation

Lode Gold Resources Inc. ("LODE GOLD" or the "Company") holds the GOLDEN CULVERT Property in Yukon Territory which consists of certain mineral claims and options to acquire mineral claims in Yukon Territory, and McINTYRE BROOK Property which consists of options to acquire certain mineral claims in New Brunswick ("the Properties"). Lode Gold has transferred the Properties to Lode Gold's subsidiary 1475039 B.C. Ltd. ("GOLD OROGEN") by way of plan of arrangement under the Business Corporations Act of British Columbia. These condensed interim carve-out financial statements have been prepared on a carve-out basis from the financial records of Lode Gold.

These condensed interim carve-out financial statements reflect the assets, liabilities, expenses and cash flows of the Properties undertaken by Lode Gold for the three and nine months ended September 30, 2024 and 2023.

The purpose of these condensed interim carve-out statements is to provide general purpose historical financial information of the Properties in connection with the option of the Properties by Lode Gold. These condensed interim carve-out financial statements reflect the Properties expenditures as if the Properties had been operating separately during the periods presented. Therefore, these condensed interim carve-out financial statements present the historical exploration and evaluation expenditures incurred by Lode Gold related to the Properties plus an allocation of corporate overhead charges.

The following basis of preparation for the condensed interim carve-out financial statements has been applied:

All assets and liabilities directly related to the Properties have been attributed to the Properties. These do not include assets and liabilities that are not specifically identifiable with the Properties.
Expenses directly related to the Properties have been entirely attributed to the Properties.
During the three and nine months ended September 30, 2024 and 2023, the Properties received services and support functions from Lode Gold and the operations of the Properties were dependent upon Lode Gold's ability to perform these services and support functions. These services and support functions costs are used by the Properties and are paid by Lode Gold and have been allocated to the Properties based on the proportionate exploration expenditures attributed to the Properties compared to the total exploration expenditures of Lode Gold.

Expenses that have been allocated to the Properties for the purposes of these condensed interim carve-out financial statements have been recorded as contributions from Lode Gold within owner's investment. Equity, which includes owner's investment, represents the cumulative owner's investment in the Properties through the dates presented and includes cumulative operating results.

Management believes the assumptions and allocations underlying the condensed interim carve-out financial statements are reasonable and appropriate under the circumstances. The expenses and cost allocations have been determined on a basis considered by Lode Gold to be a reasonable reflection of the utilization of services provided to or the benefit received by the Properties during the periods presented. However, these assumptions and allocations are not necessarily indicative of the costs the Properties would have incurred if it had operated on a stand-alone basis or as an entity independent of Lode Gold. These condensed interim carve-out financial statements have been prepared on a historical cost as explained in the accounting policies below. The presentation and functional currency of the Properties is the Canadian dollar.

These condensed interim carve-out financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting. Accordingly, they do not include all of the information required for full annual financial statements required by IFRS as issued by IASB and interpretations issued by IFRIC. The condensed interim carve-out financial statements should be read in conjunction with the Properties' annual carve-out financial statements for the year ended December 31, 2023.

Lode Gold's Board of Directors authorized the issuance of the carve-out financial statements on December 20, 2024.

LODE GOLD RESOURCES INC.
Notes to Unaudited Condensed Interim Carve-out Financial Statements
For the three and nine months ended September 30, 2024 and 2023
(Expressed in Canadian Dollars)

2. Going concern

The Properties requires financing to support future operating activities and does not have adequate cash resources to fund its operations over the next year and will require additional financing in order to conduct its planned work programs and discharge its liabilities as they become due. Accordingly, a material uncertainty exists that may cast significant doubt on the Properties' ability to continue as a going concern. These condensed interim carve-out financial statements do not include the adjustments that would be necessary should the Properties be unable to continue as a going concern. Such adjustments could be material. These condensed interim carve-out financial statements have been prepared on a going concern basis, which assumes that the Properties will be able to realize its assets and discharge its liabilities in the normal course of business.

3. Significant accounting estimates

Significant accounting estimates and judgments

The preparation of these condensed interim carve-out financial statements requires management to make judgments and estimates that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these judgments and estimates. The condensed interim carve-out financial statements include judgments and estimates which, by their nature, are uncertain. The impacts of such judgments and estimates are pervasive throughout the carve-out financial statements and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and in future periods when the revision affects both current and future periods.

The significant estimates and judgements made by management in applying the Company's accounting policies and the key sources of estimation uncertainty were the same as those described in the most recent annual carve-out financial statements.

4. Material accounting policies

The accounting policies set out in the Properties' annual carve-out financial statements for the years ended December 31, 2023 and 2022 have been applied consistently to these condensed interim carve-out financial statements.

LODE GOLD RESOURCES INC.
Notes to Unaudited Condensed Interim Carve-out Financial Statements
For the three and nine months ended September 30, 2024 and 2023
(Expressed in Canadian Dollars)

5. Exploration and evaluation assets

Continuity of mineral exploration and evaluation assets	Golden Culvert	McIntyre Brook	Total
Balance at December 31, 2022	$ 6,605,842	$ 1,318,247	$ 7,924,089
Acquisition, renewal and exploration costs	25,167	40,154	65,321
Shares issued for mineral exploration rights	-	136,822	136,822
Government assistance received	(50,000)	(18,000)	(68,000)
Option payments	195,100	180,000	375,100
Balance at December 31, 2023	$ 6,776,109	$ 1,657,223	$ 8,433,332
Acquisition, renewal and exploration costs	222,423	21,316	243,739
Shares issued for mineral exploration rights	-	217,239	217,239
Option payments	20,100	117,000	137,100
Balance at September 30, 2024	$ 7,018,632	$ 2,012,778	$ 9,031,410

The mineral exploration and evaluation assets consist of the following claim groups:

a) Golden Culvert, Yukon Territory

The Company has acquired 100% ownership of the Golden Culvert and Little Hyland properties (collectively, Golden Culvert) comprising certain mineral claims in the Little Hyland Valley District of the Southeastern Yukon Territory.

The 2022 final payments for Golden Culvert and Little Hyland were as scheduled, with the exception of the 50% cash portion of the Golden Culvert payment. The Company and the optionors agreed to defer the cash portion of the payment of $175,000 to 2023, subject to an 8% per annum late payment penalty. As of December 31, 2023 the Company has earned a 100% interest in the Golden Culvert and 100% interest in the Little Hyland claims and Rubus claims respectively. The final $175,000 cash payment was made in April 2023 upon which the Company now holds 100% interest in all claim groups.

The Company has a rehabilitation provision of $14,500 (December 31, 2023 - $14,282) for trenching performed on the property. This rehabilitation must be completed by the year 2026.

2022 - $13,400 – payment made
2023 - $20,100 – payment made
2024 - $20,100 – payment made
2025 - $26,800
2026 - $40,200

Upon completion of all payments and expenditures up to the third anniversary payment, the Company will have earned a 50% interest in the property, and upon completion of the fifth anniversary payment, the Company will have earned a 100% interest in the property.

The Win property is subject to a 2% NSR on production; however, the Company may re-purchase 1.5% (1.5% of the 2% NSR) for $1,500,000 at increments of $500,000 per 0.50% NSR.

LODE GOLD RESOURCES INC.
Notes to Unaudited Condensed Interim Carve-out Financial Statements
For the three and nine months ended September 30, 2024 and 2023
(Expressed in Canadian Dollars)

5. Exploration and evaluation assets (continued)

The carrying value of the Golden Culvert property claim group at September 30, 2024 is $7,018,632 (December 31, 2023 - $6,776,109).

See note 9. In August 2024, the Company has agreed to transfer the Golden Culvert properties to a subsidiary of the Company, as part of a transaction with Fancamp Exploration Ltd. ("Fancamp") and a spin out of the assets.

b) McIntyre Brook, New Brunswick

Additional expansion of the McIntyre Brook Property

In May 2022, the Company completed acquisitions of certain claims located adjacent to and east of the Company's existing McIntyre Brook claims. On acquisition, the Company made a cash payment of $40,000 and issued 176,100 common shares, recorded at their quoted market value of $132,075. Subsequent payments on the first, second, third and fourth anniversaries of $164,000, $209,000, $246,500 and $285,500 respectively, are required to maintain the Options in good standing, $865,000 of which may be paid at the Company's election up to 50% in shares. Upon completion of the fourth anniversary payments Lode Gold will have earned 100% ownership in the claims. Lode Gold has the option to accelerate the payments to exercise the Options sooner if it so desires. The Company has also agreed to pay the owners a 2% NSR royalty on production from the claims of which may be bought back in increments of $1,000,000 for each 1% of the NSR. All the Options have a provision for performance payments upon completing the following milestones:

a one-time cash payment of $25,000 upon a Positive Preliminary Economic Assessment
a one-time cash payment of $50,000 upon a Positive Feasibility Study
a one-time cash payment of $100,000 upon Commercial Production

Exercise of the McIntyre Brook options will require fulfillment of the following work requirements:

2021 - $10,000 – completed in 2021
2022 - $15,000 – completed in 2022
2023 - $20,000 – completed in 2023
2024 - $15,000

Maintenance and exercise of the McIntyre Brook options would require the following future annual payments:

2021:
i) $75,000, with the option to pay up to $30,000 with common shares
ii) 10,000 common shares
☐ Lode Gold has made payments of $67,500 in cash and issued 18,333 common shares of Lode Gold, recorded at their quoted market value of $16,000. All annual payments for 2021 have been made.
2022:
i) $115,000, with the option to pay up to $42,500 with common shares
ii) 5,000 common shares
☐ Lode Gold has made payments of $72,500 in cash and issued 53,243 common shares of Lode Gold, recorded at their quoted market value of $40,763. All annual payments for 2022 have been made.
2023:
i) $309,000, with the option to pay up to $134,500 with common shares
ii) 5,000 common shares
☐ Lode Gold has made payments of $180,000 in cash and issued 311,909 common shares of Lode Gold, recorded at their quoted market value of $136,821. All annual payments for 2023 have been made.
8 -

LODE GOLD RESOURCES INC.

Notes to Unaudited Condensed Interim Carve-out Financial Statements

For the three and nine months ended September 30, 2024 and 2023

(Expressed in Canadian Dollars)

5. Exploration and evaluation assets (continued)

2024:
i) $319,000, with the option to pay up to $159,500 with common shares
☐ As of September 30, 2024, the Company has made payments totaling $117,000 in cash and has issued 606,955 common shares of the Company, recorded at their quoted market value of $217,239.
☐ During the period, the Company has agreed with certain property optionors to allow the Company to pay a greater portion of its property option payment with shares, as opposed to cash. The Company reduced the cash portion of its payments during the period by $144,500.
2025:
i) $236,500, with the option to pay up to $118,250 with common shares
2026:
i) $275,500, with the option to pay up to $137,750 with common shares

See note 9. In August 2024, the Company has agreed to transfer the McIntyre Brook properties to a subsidiary of the Company, as part of a transaction with Fancamp and a spin out of the assets. As part of the transaction with Fancamp (see note 9), Lode Gold has amended the Options Agreements with Optionors that require future payment of common shares of Lode Gold, to be paid by shares of the subsidiary of Lode Gold (the "Spin Co").

Upon completion of the anniversary payments the Company will have earned 100% ownership in the McIntyre Brook claim group. This claim group is subject to the following NSR on production:

McIntyre Brook – This claim group is subject to a 2% NSR on production; however, the Company may repurchase the NSR for either $1,000,000 or increments of $500,000 per 0.50% NSR;
McIntyre-Moose Brook – This claim group is subject to a 2% NSR on production; however, the Company may repurchase 1% (one-half of the 2% NSR) for $1,000,000 or increments of $500,000 per 0.50% NSR;
Gold Brook – This claim group is subject to a 2% NSR on production; however, the Company may repurchase 1% (one-half of the 2% NSR) for $1,000,000 or increments of $500,000 per 0.50% NSR;
Tardif Brook – This claim group is subject to a 2% NSR on production; however, the Company may repurchase the NSR for either $2,000,000 or increments of $1,000,000 per 1% NSR;
Tardif Lake South – This claim is subject to a 2% NSR on production; however, the Company may repurchase 1% (one-half of the 2% NSR) for $1,000,000;
Ramsay Brook – With the exception of two claims (9743 and 10349) this claim group is subject to a 2% NSR on production; claims 9743 and 10349 are subject to a 1% NSR on production; however, the Company may repurchase 1% of the NSR (being 100% of the 1% NSR on claims 9743 and 10349, plus one-half of the 2% NSR of the remaining claims) for $1,000,000;
Ramsay Brook Central – This claim is subject to a 2% NSR on production; however, the Company may repurchase 1% (one-half of the 2% NSR) for $1,000,000;
Ramsay Brook Cobalt – This claim is subject to a 2% NSR on production; however, the Company may repurchase 1% (one-half of the 2% NSR) for $1,000,000;
Ramsay Portage – This claim group is subject to a 2% NSR on production; however, the Company may repurchase 1% (one-half of the 2% NSR) for $1,000,000;
Ramsay Brook Cobalt East – This claim group is subject to a 2% NSR on production; however, the Company may repurchase 1% (one-half of the 2% NSR) for $1,000,000;
Greys Gulch – This claim is subject to a 2% NSR on production; however, the Company may repurchase 1% (one-half of the 2% NSR) for $1,000,000;

The carrying value of the McIntyre Brook property is $2,012,778 (December 31, 2023 - $1,657,223).

LODE GOLD RESOURCES INC.
Notes to Unaudited Condensed Interim Carve-out Financial Statements
For the three and nine months ended September 30, 2024 and 2023
(Expressed in Canadian Dollars)

6. Related party transactions

The Properties has entered into agreements with officers of Lode Gold and private companies controlled by officers and directors of Lode Gold for management consulting, geological consulting and other services required by the Properties (Note 1 and Note 5).

The remuneration of officers and directors of Lode Gold for the nine months ended September 30, 2024 included $143,063 (2023 - $154,036) stock based compensations and $341,750 consulting fees (2023 - $323,498). Approximately 90% (2023 - 92%) of the remuneration of the officers and directors are allocated to the carve-out statements of financial position. Included in the accounts payable and accrued liabilities of the condensed interim carve-out statements of financial position as of September 30, 2024 are $139,572 (December 31, 2023 - $159,205) payables to the related parties.

7. Capital risk management

The Properties consider its capital structure to consist of owner's investment. The Properties manage its capital structure and makes adjustments to it, based on the funds available to the Properties, in order to support its exploration, development and operating activities. In order to fund future projects and pay for administrative costs, the Properties will spend its existing working capital, rely on contributions from Lode Gold, and raise additional funds as needed.

The Properties' objective when managing capital is to safeguard its ability to continue as a going concern in order to pursue the exploration of its mineral properties. The Properties satisfy its capital requirements through careful management of its cash resources. The Properties is not subject to any externally imposed capital requirements and does not presently utilize any quantitative measures to monitor its capital. The Properties has no debt and does not expect to enter into debt financing.

8. Commitments and contingencies

9. Subsequent events

Lode Gold Resources Inc. ("Lode Gold") has entered into an agreement (the "Agreement") with Fancamp Exploration Ltd. ("Fancamp") (TSX Venture Exchange: FNC) and Lode Gold's wholly-owned subsidiary 1475039 B.C. Ltd. ("Spin Co", also referred to as "Gold Orogen"), to advance the exploration and development of certain mineral properties located in the Yukon and New Brunswick.

10 -

LODE GOLD RESOURCES INC.
Notes to Unaudited Condensed Interim Carve-out Financial Statements
For the three and nine months ended September 30, 2024 and 2023
(Expressed in Canadian Dollars)

9. Subsequent events (continued)

Lode Gold will transfer all of its interests in its McIntyre Brook mineral property located in New Brunswick (the "McIntyre Brook Property") and Fancamp will transfer all of its interests in the Riley Brook mineral property located in New Brunswick (the "Riley Brook Property") to a newly incorporated joint-venture entity ("JV Co") in which Fancamp and Spin Co will each own 50% of the outstanding shares (the "JV Co Shares"), and for which Fancamp will be the Operator.
Lode Gold will transfer to Spin Co, Gold Orogen, both its Golden Culvert mineral property located in Selwyn Basin, Tombstone Belt, southeastern Yukon, and its nearby Win mineral property located in the Tombstone Belt, southeastern Yukon.
Fancamp will directly and indirectly invest $2,500,000 into Spin Co (the "Fancamp Investment") in exchange for such number of common shares of Spin Co ("Spin Co Shares") as is equal to 19.9% of the outstanding Spin Co Shares on an undiluted basis, after completion of the Spin Out.
Spin Co will raise $1,500,000 by way of equity private placement in addition to the Fancamp Investment.
An aggregate amount of $1.86 million will be allocated for exploration activities for the New Brunswick JV and $1.56 million will be allocated for exploration activities in Yukon.
Fancamp will invest $500,000 into Lode Gold in exchange for 1,428,571 special warrants ("Lode Gold Special Warrants") on a private placement basis, at an issue price of $0.35 per Lode Gold Special Warrant, based on the terms set out below (the "Private Placement").
Lode Gold will undertake a spin-out transaction of Spin Co (the "Spin Out") pursuant to which each shareholder of Lode Gold will receive Spin Co shares for each common share of Lode Gold (each, a "Lode Gold Share") held on the effective date of the Spin Out, whereby Spin Co will become a reporting issuer.

Completion of the Transaction is subject to approval of the TSX Venture Exchange (the "TSX-V").

On October 9, 2024, Lode Gold announces it has obtained conditional approval from the TSXV and closed the transaction with Fancamp Exploration Ltd. ("Fancamp") pursuant to the definitive Investment Agreement for $3.5 million investment that the Company announced in its August 27, 2024 news release. $500,000 goes into the Company for subscription of 1,428,571 Special Warrants of the Lode Gold, each Special Warrant, at $0.35 per unit, upon completion of the Spin Out, will convert to one common share of Lode Gold and one 5-year Lode Gold share purchase warrant with an exercise price of $0.5 per share. If fully exercised, the warrant subscription proceeds will total an additional $714,286; $3,000,000 goes into the Company's wholly-owned subsidiary Gold Orogen, for 5,423,078 common shares or 19.9% of Gold Orogen. As part of the Investment Agreement, Lode Gold has transferred its interests in the McIntyre Brook Property (111 km²) and Fancamp transferred its interests in the Riley Brook Property (309 km²), both located in New Brunswick, into a 50/50 joint venture between Gold Orogen and Fancamp, that is called Acadian Gold Corp. The Company has also transferred its interest in its Golden Culvert and WIN Property to Gold Orogen. Fancamp has become a key shareholder of Lode Gold and a 19.9% shareholder of Gold Orogen.

A definitive agreement has been entered on October 21, 2024 to acquire Great Republic Mining ("GRM"), pursuant to which GRM and Gold Orogen propose to complete a reverse take over transaction, where GRM will acquire all of the issued and outstanding shares of Gold Orogen.

The Company has received conditional acceptance from TSX Venture on December 5, 2024. Lode Gold is preparing and filing the information circular and listing statement for a shareholders meeting to approve the transaction which is expected to be before March 31, 2025.

11 -

LODE GOLD RESOURCES INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024
FOR THE CARVE-OUT PROPERTIES

December 20, 2024

The following management's discussion and analysis ("MD&A") of Lode Gold Resources Inc. ("Lode Gold" or the "Company") for the period ended September 30, 2024 for the Golden Culvert and McIntyre Brook Properties ("the Carve-Out Properties" or "Properties") has been prepared to provide material updates to the business operations, liquidity and capital resources of the Carve-Out Properties, and unless otherwise noted, should be read in conjunction with the Company's unaudited condensed interim carve-out financial statements for the period ended September 30, 2024 and the Company's annual audited carve-out financial statements for the fiscal year ended December 31, 2023, and the notes thereto, which have been prepared in accordance with International Financial Reporting Standards ("IFRS") and International Accounting Standards ("IAS") issued by the International Accounting Standards Board ("IASB") and interpretations of the IFRS Interpretations Committee ("IFRIC"). These condensed interim carve-out financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting. Accordingly, they do not include all of the information required for full annual financial statements required by IFRS as issued by IASB and interpretations issued by IFRIC.

Forward Looking Statements

This Management's Discussion and Analysis ("MD&A") contains certain statements that may be deemed "forward-looking statements," within the meaning of certain securities laws. Forward-looking statements relate to management's expectations or beliefs about future performance, events, or circumstances that include, but are not limited to, future production, costs of production, operational activities, and events or developments that the Properties expects or targets. Forward-looking statements can usually be identified by words such as: "future", "plans", "scheduled", "expects", "intends", "estimates", "forecasts", "will", "may", "could", "would", and variations thereof. Although the Properties believe that these statements are based on reasonable assumptions, all forward-looking statements involve known and unknown risks and uncertainties that may cause the actual performance, events, or circumstances of the Properties to be materially different than anticipated. The forward-looking information in this MD&A describes the Properties' expectations as of the date of this MD&A.

Description of Business

Lode Gold Resources Inc. ("LODE GOLD" or the "Company") holds the GOLDEN CULVERT Property in Yukon Territory which consists of certain mineral claims and options to acquire mineral claims in Yukon Territory, and McINTYRE BROOK Property which consists of options to acquire certain mineral claims in New Brunswick ("the Properties"). Lode Gold has transferred the Properties to Lode Gold's subsidiary 1475039 B.C. Ltd. ("GOLD OROGEN") by way of plan of arrangement under the Business Corporations Act of British Columbia. These condensed interim carve-out financial statements have been prepared on a carve-out basis from the financial records of Lode Gold.

Overview

Recent Developments

Continuity of mineral exploration and evaluation assets	Golden Culvert	McIntyre Brook	Total
Balance at December 31, 2022	$ 6,605,842	$ 1,318,247	$ 7,924,089
Acquisition, renewal and exploration costs	25,167	40,154	65,321
Shares issued for mineral exploration rights	-	136,822	136,822
Government assistance received	(50,000)	(18,000)	(68,000)
Option payments	195,100	180,000	375,100
Balance at December 31, 2023	$ 6,776,109	$ 1,657,223	$ 8,433,332
Acquisition, renewal and exploration costs	222,423	21,316	243,739
Shares issued for mineral exploration rights	-	217,239	217,239
Option payments	20,100	117,000	137,100
Balance at September 30, 2024	$ 7,018,632	$ 2,012,778	$ 9,031,410

a) Golden Culvert, Yukon Territory

The 2022 final payments for Golden Culvert and Little Hyland were as scheduled, with the exception of the 50% cash portion of the Golden Culvert payment. The Company and the optionors agreed to defer the cash portion of the payment of $175,000 to 2023, subject to an 8% per annum late payment penalty. As of December 31, 2023, the Company has earned a 100% interest in the Golden Culvert and 100% interest in the Little Hyland claims and Rubus claims respectively. The final $175,000 cash payment was made in April 2023 upon which the Company now holds 100% interest in all claim groups.

The Company has a rehabilitation provision of $14,550 (December 31, 2023 - $14,282) for trenching performed on the property. This rehabilitation must be completed by the year 2026.

2022 - $13,400 – payment made
2023 - $20,100 – payment made
2024 - $20,100 – payment made
2025 - $26,800
2026 - $40,200

The Win property is subject to a 2% NSR on production; however, the Company may repurchase 1.5% (1.5% of the 2% NSR) for $1,500,000 at increments of $500,000 per 0.50% NSR.

The carrying value of the Golden Culvert property claim group at September 30, 2024 is $7,018,632 (December 31, 2023 - $6,776,109).

See note 9 to the unaudited condensed interim carve-out financial statements for the period ended September 30, 2024. In August 2024, the Company has agreed to transfer the Golden Culvert properties to a subsidiary of the Company, as part of a transaction with Fancamp Exploration Ltd. ("Fancamp") and a spin out of the assets.

McIntyre Brook, New Brunswick

Additional expansion of the McIntyre Brook Property

In May 2022, the Company completed acquisitions certain claims located adjacent to and east of the Company's existing McIntyre Brook claims. On acquisition, the Company made a cash payment of $40,000 and issued 176,100 common shares, recorded at their quoted market value of $132,075. Subsequent payments on the first, second, third and fourth anniversaries of $164,000, $209,000, $246,500 and $285,500 respectively, are required to maintain the Options, $865,000 of which may be paid at the Company's election up to 50% in shares. Upon completion of the fourth anniversary payments Lode Gold will have earned 100% ownership in the claims. Lode Gold has the option to accelerate the payments to exercise the Options sooner if it so desires. The Company has also agreed to pay the owners a 2% NSR royalty on production from the claims of which may be bought

back in increments of $1,000,000 for each 1% of the NSR. All the Options have a provision for performance payments upon completing the following milestones:

a one-time cash payment of $25,000 upon a Positive Preliminary Economic Assessment
a one-time cash payment of $50,000 upon a Positive Feasibility Study
a one-time cash payment of $100,000 upon Commercial Production

Exercise of the McIntyre Brook options will require fulfillment of the following work requirements:

2021 - $10,000 – completed in 2021
2022 - $15,000 – completed in 2022
2023 - $20,000 – completed in 2023
2024 - $15,000

Maintenance and exercise of the McIntyre Brook options would require the following future annual payments:

2021:
i) $75,000, with the option to pay up to $30,000 with common shares
ii) 10,000 common shares
☐ Lode Gold has made payments of $67,500 in cash and issued 183,334 common shares of Lode Gold, recorded at their quoted market value of $16,000. All annual payments for 2021 have been made.
2022:
i) $115,000, with the option to pay up to $42,500 with common shares
ii) 5,000 common shares
☐ Lode Gold has made payments of $72,500 in cash and issued 532,433 common shares of Lode Gold, recorded at their quoted market value of $40,763. All annual payments for 2022 have been made.
2023:
i) $309,000, with the option to pay up to $134,500 with common shares
ii) 5,000 common shares
☐ Lode Gold has made payments of $180,000 in cash and issued 3,119,091 common shares of Lode Gold, recorded at their quoted market value of $136,821. All annual payments for 2023 have been made.
2024:
i) $319,000, with the option to pay up to $159,500 with common shares
☐ As of September 30, 2024, the Company has made payments totaling $117,000 in cash and has issued 6,069,550 common shares of the Company, recorded at their quoted market value of $217,239.
☐ During the period, the Company has agreed with certain property optionors to allow the Company to pay a greater portion of its property option payment with shares, as opposed to cash. The Company reduced the cash portion of its payments during the period by $144,500.
2025:
i) $236,500, with the option to pay up to $118,250 with common shares
2026:
i) $275,500, with the option to pay up to $137,750 with common shares

See note 9 to the unaudited condensed interim carve-out financial statements for the period ended September 30, 2024. In August 2024, the Company has agreed to transfer the McIntyre Brook properties to a subsidiary of the Company, as part of a transaction with Fancamp and a spin out of the assets. As part of the transaction with Fancamp, Lode Gold has amended the Options Agreements with Optionors that require future payment of common shares of Lode Gold, to be paid by shares of the subsidiary of Lode Gold (the "Spin Co").

Upon completion of the anniversary payments the Company will have earned 100% ownership in the McIntyre Brook claim group. This claim group is subject to the following NSR on production:

McIntyre Brook – This claim group is subject to a 2% NSR on production; however, the Company may re-purchase the NSR for either $1,000,000 or increments of $500,000 per 0.50% NSR;
McIntyre-Moose Brook – This claim group is subject to a 2% NSR on production; however, the Company may re-purchase 1% (one-half of the 2% NSR) for $1,000,000 or increments of $500,000 per 0.50% NSR;
Gold Brook – This claim group is subject to a 2% NSR on production; however, the Company may re-purchase 1% (one-half of the 2% NSR) for $1,000,000 or increments of $500,000 per 0.50% NSR;
Tardif Brook – This claim group is subject to a 2% NSR on production; however, the Company may re-purchase the NSR for either $2,000,000 or increments of $1,000,000 per 1% NSR;
Tardif Lake South – This claim is subject to a 2% NSR on production; however, the Company may re-purchase 1% (one-half of the 2% NSR) for $1,000,000;
Ramsay Brook – With the exception of two claims (9743 and 10349) this claim group is subject to a 2% NSR on production; claims 9743 and 10349 are subject to a 1% NSR on production; however, the Company may re-purchase 1% of the NSR (being 100% of the 1% NSR on claims 9743 and 10349, plus one-half of the 2% NSR of the remaining claims) for $1,000,000;
Ramsay Brook Central – This claim is subject to a 2% NSR on production; however, the Company may re-purchase 1% (one-half of the 2% NSR) for $1,000,000;
Ramsay Brook Cobalt – This claim is subject to a 2% NSR on production; however, the Company may re-purchase 1% (one-half of the 2% NSR) for $1,000,000;
Ramsay Portage – This claim group is subject to a 2% NSR on production; however, the Company may re-purchase 1% (one-half of the 2% NSR) for $1,000,000;
Ramsay Brook Cobalt East – This claim group is subject to a 2% NSR on production; however, the Company may re-purchase 1% (one-half of the 2% NSR) for $1,000,000; and
Greys Gulch – This claim is subject to a 2% NSR on production; however, the Company may re-purchase 1% (one-half of the 2% NSR) for $1,000,000.

The carrying value of the McIntyre Brook property as at September 30, 2024 is $2,012,778 (December 31, 2023 - $1,657,223).

Basis of presentation

The condensed interim carve-out financial statements reflect the assets, liabilities, expenses and cash flows of the Properties undertaken by Lode Gold.

The purpose of the condensed interim carve-out statements is to provide general purpose historical financial information of the Properties in connection with the option of the Properties by Lode Gold. These condensed interim carve-out financial statements reflect the Properties expenditures as if the Properties had been operating separately during the periods presented. Therefore, these condensed interim carve-out financial statements present the historical exploration and evaluation expenditures incurred by Lode Gold related to the Properties plus an allocation of corporate overhead charges.

The following basis of preparation for the condensed interim carve-out financial statements has been applied:

All assets and liabilities directly related to the Properties have been attributed to the Properties. These do not include assets and liabilities that are not specifically identifiable with the Properties.
Expenses directly related to the Properties have been entirely attributed to the Properties.
During the periods ended September 30, 2024 and 2023, the Properties received services and support functions from Lode Gold and the operations of the Properties were dependent upon Lode Gold's ability to perform these services and support functions. These services and support functions costs are used by the Properties and are paid by Lode Gold and have been allocated to the Properties based on the proportionate exploration expenditures attributed to the Properties compared to the total exploration expenditures of Lode Gold.

Expenses that have been allocated to the Properties for the purposes of these condensed interim carve-out financial statements have been recorded as contributions from Lode Gold within owner's investment. Owner's investment represents the cumulative owner's investment in the Properties through the dates presented and includes cumulative operating results.

Management believes the assumptions and allocations underlying the condensed interim carve-out financial statements are reasonable and appropriate under the circumstances. The expenses and cost allocations have been determined on a basis considered by Lode Gold to be a reasonable reflection of the utilization of services provided to or the benefit received by the Properties during the periods presented. However, these assumptions and allocations are not necessarily indicative of the costs the Properties would have incurred if it had operated on a stand-alone basis or as an entity independent of Lode Gold. The condensed interim carve-out financial statements have been prepared on a historical cost as explained in the accounting policies below. The presentation and functional currency of the Properties is the Canadian dollar.

These condensed interim carve-out financial statements have been prepared in accordance with and using accounting policies in full compliance with IFRS and International Accounting Standards ("IAS") issued by the International Accounting Standards Board ("IASB") and interpretations of the IFRS Interpretations Committee

("IFRIC"), effective for Lode Gold's reporting for the three and nine months ended September 30, 2024 and 2023.

Overall performance

Results of operations – nine months

The Properties had a comprehensive loss of $1,680,573 for the nine months period ended September 30, 2024, as compared to a comprehensive loss of $631,220 for the nine months period ended September 30, 2023. General and administrative expenses were $1,330,730 for the nine months ended September 30, 2024 (2023 - $490,001) due to increase in consulting fees, professional fees and promotion expenses, and stock compensation expenses were $349,843 for the nine months period ended September 30, 2024 (2023 - $141,219).

Net cash used in operating activities were $926,507 for the nine months period ended September 30, 2024 (2023 - $520,258).

Cash used in exploration expenditures during the nine months period ended September 30, 2024 were $380,621, as compared to exploration expenditures of $699,462 in the nine months period ended September 30, 2023.

Results of operations – three months

The Properties had a comprehensive loss of $926,905 for the three months period ended September 30, 2024, as compared to a comprehensive loss of $348,567 in the three months period ended September 30, 2023. General and administrative expenses were $713,217 for the three months ended September 30, 2024 (2023 - $262,656) due to increase in consulting fees, professional expenses, and promotion expenses, and stock compensation expenses were $213,688 for the three months period ended September 30, 2024 (2023 - $85,911).

Selected Financial Information

The financial data are presented in accordance with IFRS. The reporting currency is the Canadian dollar.

| | September 30, 2024
($) | December 31, 2023
($) | December 31, 2022
($) |
| --- | --- | --- | --- |
| Total assets | 9,168,302 | 8,490,061 | 7,971,121 |
| Owner's investment | 15,696,921 | 13,822,711 | 12,771,966 |
| Deficit | (7,380,415) | (5,699,842) | (4,938,069) |

Related-Party Transactions

The remuneration of officers and directors of Lode Gold for the nine months ended September 30, 2024 included $143,063 (2023 - $154,036) stock based compensations and $341,750 consulting fees (2023 - $322,498). Approximately 90% (2023 – 92%) of the remuneration of the officers and directors are allocated to the carve-out statements of financial position. Included in the accounts payable and accrued liabilities of the condensed interim carve-out statements of financial position as of September 30, 2024 are $139,572 (December 31, 2023 - $159,205) payables to the related parties.

Commitments

Risks and Uncertainties

or the imposition of new government regulations affecting existing taxes and royalties or environmental and pollution controls.

Critical Accounting Estimates

The Company makes estimates and assumptions about the future that affect the reported amounts of assets and liabilities. Estimates and judgments are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions.

The effect of a change in an accounting estimate is recognized prospectively by including it in total comprehensive income in the period of the change, if the change affects that period only, or in the period of the change and future periods, if the change affects both.

Critical accounting estimates and judgments

Provisions and contingencies

Income, value added, withholding and other taxes

Decommissioning, restoration and similar liabilities

Contingencies

See note 8 to the financial statements.

Allocation of overhead expenses

See note 1 to the unaudited condensed interim carve-out financial statements.

Financial instruments and risk management

The Properties' financial instruments consist of accounts payable and accrued liabilities.

The Properties' risk exposures and the impact on the Properties' financial instruments are summarized below:

Credit risk

Liquidity risk

Market risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates and commodity and equity prices.

Interest rate risk

The Properties are not exposed to interest rate risk as it does not have interest bearing debt.

Commodity price risk

The ability of the Properties to develop its mineral properties and the future profitability of the Properties is directly related to the market prices of silver, cobalt and nickel.

Currency risk

As the Properties transacts business in Canadian dollars, there is no foreign currency risk at December 31, 2023 and September 30, 2024.

The Company's publicly filed documents are available on SEDAR at www.sedarplus.ca.

Additional information on the Company's Properties including news releases, maps and photos can be viewed on the Company's website www.lode-gold.com.

Subsequent Events

Lode Gold will transfer all of its interests in its McIntyre Brook mineral property located in New Brunswick (the "McIntyre Brook Property") and Fancamp will transfer all of its interests in the Riley Brook mineral property located in New Brunswick (the "Riley Brook Property") to a newly incorporated joint-venture entity ("JV Co") in which Fancamp and Spin Co will each own 50% of the outstanding shares (the "JV Co Shares"), and for which Fancamp will be the Operator.
Lode Gold will transfer to Spin Co, Gold Orogen, both its Golden Culvert mineral property located in Selwyn Basin, Tombstone Belt, southeastern Yukon, and its nearby Win mineral property located in the Tombstone Belt, southeastern Yukon.
Fancamp will directly and indirectly invest $2,500,000 into Spin Co (the "Fancamp Investment") in exchange for such number of common shares of Spin Co ("Spin Co Shares") as is equal to 19.9% of the outstanding Spin Co Shares on an undiluted basis, after completion of the Spin Out.
Spin Co will raise $1,500,000 by way of equity private placement in addition to the Fancamp Investment.
An aggregate amount of $1.86 million will be allocated for exploration activities for the New Brunswick JV and $1.56 million will be allocated for exploration activities in Yukon.
Fancamp will invest $500,000 into Lode Gold in exchange for 14,285,714 special warrants ("Lode Gold Special Warrants") on a private placement basis, at an issue price of $0.035 per Lode Gold Special Warrant, based on the terms set out below (the "Private Placement").
Lode Gold will undertake a spin-out transaction of Spin Co (the "Spin Out") pursuant to which each shareholder of Lode Gold will receive Spin Co shares for each common share of Lode Gold (each, a "Lode Gold Share") held on the effective date of the Spin Out, whereby Spin Co will become a reporting issuer.

Completion of the Transaction is subject to approval of the TSX Venture Exchange (the "TSX-V").

Agreement, Lode Gold has transferred its interests in the McIntyre Brook Property (111 km2) and Fancamp transferred its interests in the Riley Brook Property (309 km2), both located in New Brunswick, into a 50/50 joint venture between Gold Orogen and Fancamp, that is called Acadian Gold Corp. The Company has also transferred its interest in its Golden Culvert and WIN Property to Gold Orogen. Fancamp has become a key shareholder of Lode Gold and a 19.9% shareholder of Gold Orogen.

SCHEDULE "H"

INFORMATION CONCERNING GREAT REPUBLIC MINING CORP.

The following information is presented on a pre-Arrangement basis and reflects the business, financial and share capital position of GRM as at the date of the Circular. See "Cautionary Note Regarding Forward-Looking Statements and Risks" in the Circular in respect of forward-looking statements that are included in this Schedule "H".

All capitalized terms used in this Schedule "H" and not defined herein have the meaning ascribed to such terms in the "Glossary of Terms" or elsewhere in the Circular. The information contained in this Schedule "H", unless otherwise indicated, is given as of the date of the Circular. Unless otherwise indicated herein, references to "$" are to Canadian dollars and references to "US$" are to United States dollars.

International Financial Reporting Standards

Financial information in this Schedule "H" is presented in accordance with the IFRS as issued by the International Accounting Standards Board.

Preliminary Note

The information contained in this Schedule "H" has been prepared by management of GRM and contains information in respect of the business and affairs of GRM. With respect to this information, the Board of Lode Gold has relied exclusively upon GRM, without independent verification by Lode Gold. Although Lode Gold does not have any knowledge that would indicate that such information is untrue or incomplete, neither Lode Gold nor any of its directors or officers assumes any responsibility for the accuracy or completeness of such information or for the failure by GRM to disclose events or information that may affect the completeness or accuracy of such information.

Corporate Structure

Name and Incorporation

GRM was incorporated on September 4, 2020 under the laws of the Province of British Columbia, Canada. GRM's head office is located at 303 – 543 Granville Street, Vancouver, BC V6C 1X8.

GRM completed its initial public offering on June 8, 2022, and is a reporting issuer or the equivalent in the Provinces of British Columbia, Alberta, and Ontario. GRM Shares are listed on the CSE under the symbol "GRM".

Intercorporate Relationships

GRM does not have any subsidiaries.

General Development of the Business

Summary

GRM is engaged in the business of mineral exploration and the acquisition of mineral property assets. Its objective is to locate and develop economic precious and strategic metal properties of merit and to conduct its current exploration program on the Porcher Island Project (the "Porcher Property"). GRM intends to fund the exploration of the Porcher Property and its initial commitments thereon using the proceeds of its prior private placement financings and the proceeds of its initial public offering. Pursuant to the terms of the Arrangement Agreement, GRM has agreed to terminate the Porcher Option Agreement prior to closing of the Arrangement.

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Specialized Skill and Knowledge

The nature of GRM's business requires specialized skills and knowledge. Such skills and knowledge include the areas of permitting, geology, implementation of exploration programs, operations, treasury and accounting. To date, GRM has been successful in locating and retaining employees and consultants with such skills and knowledge and believes it will continue to be able to do so.

Competitive Conditions

As a mineral resource company, GRM may compete with other entities in the mineral resource business in various aspects of the business including: (a) seeking out and acquiring mineral exploration properties; (b) obtaining the resources necessary to identify and evaluate mineral properties and to conduct exploration activities on such properties; and (c) raising the capital necessary to fund its operations. The mining industry is intensely competitive in all its phases, and GRM may compete with other companies that have greater financial resources and technical facilities. Competition could adversely affect GRM's ability to acquire suitable properties or prospects in the future or to raise the capital necessary to continue with operations.

Cycles

The mining business is subject to mineral price cycles. The marketability of minerals is also affected by global economic cycles.

Economic Dependence

GRM's business is not substantially dependent on any contract such as a contract to sell the major party of its products or services or to purchase the majority of its requirements for goods, services or its raw materials, or any franchise or license or other agreement to use a patent, formula, trade secret, process or trade name upon which its business depends.

Environmental Conditions

GRM currently conducts exploration activities. Such activities are subject to various laws, rules and regulations governing the protection of the environment. Corporate obligations to protect the environment under the various regulatory regimes in which GRM operates may affect the financial position, operational performance and earnings of GRM. Management believes all of GRM's activities are materially in compliance with applicable environmental legislation.

Employees

As at the date of this Circular, GRM has no employees at its head office. GRM relies on consultants to carry on supervision of work programs on its mineral properties.

Social or Environmental Policies

GRM has not adopted formal social or environmental policies. GRM is subject to the laws and regulations relating to environmental matters in all jurisdictions in which it operates, including provisions relating to property reclamation, discharge of hazardous materials and other matters. GRM may also be held liable should environmental problems be discovered that were caused by former owners and operators of its properties and properties in which it has previously had an interest. GRM conducts its mineral exploration activities in compliance with applicable environmental protection legislation.

History

The following is a discussion of the general development of GRM's business over the last three financial years ended June 30, 2024, 2023 and 2022 and subsequent to the financial year ended June 30, 2024. The discussion includes the major events or conditions that have influenced that development through the aforementioned period.

On September 23, 2024, GRM entered into a non-binding letter of intent to complete a business combination transaction with Lode Gold and Lode Gold's wholly-owned subsidiary ("Spin Co"), pursuant to which GRM will acquire all of the issued and outstanding shares of Spin Co after an initial transaction involving Spin Co and Lode Gold, with such transaction constituting a RTO of GRM. Upon closing, GRM Shareholders will own 5.94% of the resulting entity whereas the Lode Gold Shareholders will own up to 74.16% of resulting entity on a non-diluted basis (assuming the anticipated concurrent $1.5 million financing is fully subscribed for) and Fancamp will own 19.9% of the resulting entity. Subsequently, the resulting entity from the proposed RTO will continue the business of Spin Co.

From October 24, 2022 to September 11, 2024, GRM amended its Option Agreement (as defined herein) several times. The details of the amendments are described below in "Mineral Property". GRM does not have any other significant events that have influenced the general development of the business.

Further information regarding the business of GRM, its operations, and mineral properties can be found on GRM's SEDAR+ profile at www.sedarplus.ca.

Mineral Property

On May 17, 2021, and subsequently amended on September 15, 2021, December 27, 2022, December 20, 2023, April 4, 2024 (fully agreed and announced August 22, 2024) and September 11, 2024, GRM entered into an option agreement (the "Option Agreement") on the Porcher Property whereby GRM was granted an irrevocable and exclusive option to acquire a 100% interest in the Porcher Property (the "Option"), consisting of the nine contiguous mineral titles covering an area of 3560.4 hectares in the northwest part of British Columbia, Canada, approximately 40 kilometres southwest of the city of Prince Rupert on Porcher Island.

GRM can earn a 100% interest in the Porcher Property by completing the following requirements (the "Requirements"):

(a) incur exploration expenditures of $1.6 million as follows:

a. $40,000 on or before June 1, 2023;
b. $60,000 on or before December 31, 2023;
c. $250,000 on or before December 9, 2025;
d. $500,000 on or before December 9, 2026; and
e. $750,000 on or before December 9, 2027.

(b) issue 3,120,000 GRM Shares as follows:

a. 300,000 GRM Shares on or before GRM's listing (issued);
b. 150,000 GRM Shares per GRM's amended agreement dated December 27, 2022 amending the Option Agreement (issued);
c. 400,000 GRM Shares on or before June 7, 2023 (issued);

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d. 300,000 GRM Shares per GRM's amended agreement dated April 4, 2024 amending the Option Agreement (issued);
e. 500,000 GRM Shares on or before June 7, 2024 (issued);
f. 420,000 GRM Shares per GRM's amended agreement dated September 11, 2024 amending the Option Agreement (issued); and
g. 1,050,000 GRM Shares on or before June 7, 2026.

a. $6,000 within 5 days of signing agreement (paid);
b. $24,000 on or before the date of GRM's listing (paid); and
c. $45,000 on or before December 31, 2022 (paid).

Upon completion of the Requirements, GRM shall be deemed to have earned a 100% undivided interest in the Porcher Property, subject to a 2% net smelter returns royalty ("NSR Royalty") on the Porcher Property. GRM will have the right to purchase one-half of the NSR Royalty for $1,000,000 at any time prior to such time when:

i. The concentrator processing ore, for other than testing purposes, has operated for a period of 45 consecutive days at an average rate of not less than 70% of design capacity; or
ii. If a concentrator is not erected on the property, when ore have been produced for a period of 45 consecutive production days at a rate of not less than 70% of the mining rate specified in and study a mine plan recommending placing the property into production.

On December 27, 2022, the Option Agreement was amended. Under the terms of the amendment, GRM agreed to issue an aggregate of 150,000 GRM Shares to the optionors in consideration of the deferral of exploration expenditures to 2023, with $40,000 to be completed by June 1, 2023, and the balance of $60,000 by December 31, 2023.

On December 20, 2023, the Option Agreement was further amended. Under the terms of the amendment, the GRM agreed to pay $7,500 to the optionors ($2,500 to each optionor) in consideration of the deferral of $40,000 exploration expenditures to December 31, 2024.

On April 4, 2024, the Option Agreement was further amended and GRM agreed to issue an aggregate of 300,000 GRM Shares to the optionors in consideration of the deferral of exploration expenditures for a further 12 month period.

As at June 30, 2024, management of GRM determined that it will not pursue with the Porcher Property and it was impaired to nil on GRM's financial statements.

On September 11, 2024, the Option Agreement was further amended. Under the terms of the amendment, GRM agreed to issue 420,000 GRM Shares to the optionors in lieu of maintaining and keeping the Porcher Property current for 12 months after the termination of the Option Agreement.

GRM's material property is the Porcher Property. Please refer to Appendix 1 to this Schedule "H" for more information on the Porcher Property.

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H - 5

Consolidated Financial Information and Management's Discussion and Analysis

The following table sets out certain selected financial information of GRM in summary form for the financial year ended June 30, 2024. This selected financial information has been derived from and should be read in conjunction with GRM's annual audited financial statements for the years ended June 30, 2024, copies of which are appended to Schedule "H" of this Circular and which are available under GRM's profile on SEDAR+ at www.sedarplus.ca:

	Financial Year ended June 30, 2024 (audited)	Financial Year ended June 30, 2023 (audited)	Financial Year ended June 30, 2022 (audited)
Total revenues	$(141,509)	$(141,591)	$441,783
Exploration expenditures and evaluation asset	$Nil(1)	$155,636	$99,386
Loss and comprehensive loss	$(135,082)	$(123,089)	$(115,809)
Total assets	$279,542	$565,782	$647,949
Total Liabilities	$22,913	$55,860	$33,567
Total Shareholder's Equity	$256,629	$509,922	$614,382

Note:
(1) As at June 30, 2024, management of GRM determined that it will not pursue with the Porcher Property and consequently impaired the Porcher Property to $Nil.

Management's Discussion and Analysis

The Financial Statements, Auditor's Report, and MD&A for the financial year ended June 30, 2024 is appended to Schedule "H" of this Circular and is available under GRM's profile on SEDAR+ at www.sedarplus.ca.

Description of Securities

Authorized and Issued Share Capital

The authorized share capital of GRM consists of an unlimited number of common shares without par value. As of the date of this Circular, 18,430,001 GRM Shares were issued and outstanding as fully paid and non-assessable shares.

GRM Shares

The holders of the GRM Shares are entitled to receive notice of and to attend and vote at all meetings of GRM Shareholders and each GRM Share confers the right to one vote in person or by proxy at all meetings of GRM Shareholders. The holders of the GRM Shares, subject to the prior rights, if any, of any other class of shares of GRM, are entitled to receive such dividends in any financial year as the GRM Board may by resolution determine. In the event of the liquidation, dissolution or winding-up of GRM, whether voluntary or involuntary, the holders of the GRM Shares are entitled to receive, subject to the prior rights, if any, of the holders of any other class of shares of GRM, the remaining property and assets of GRM. The GRM Shares do not have pre-emptive rights, conversion rights or exchange rights and are not subject to redemption, retraction, purchase for cancellation or surrender provisions. There are no sinking or purchase fund provisions, no provisions permitting or restricting the issuance of additional securities or any other material restrictions, and there are no provisions which are capable of requiring a security holder to contribute additional capital. For a description of the GRM's dividend policy, see "Dividends and Capital Distributions".

Options

The only equity compensation plan which GRM currently has in place is the GRM stock option plan (the "GRM Option Plan") which was last approved by GRM Shareholders at its annual general meeting held on December 11, 2023. The purpose of the GRM Option Plan is to assist GRM in attracting, retaining and motivating directors, officers, employees and consultants (together "eligible persons") of GRM and of its affiliates and to closely align the personal interests of such eligible persons with the interests of GRM and GRM Shareholders. The GRM Option Plan provides that the aggregate number of GRM Shares reserved for issuance will be 10% of the number of GRM Shares issued and outstanding from time to time. In addition, the number of GRM Shares, which may be reserved for issuance within a one-year period to any one individual upon the exercise of all stock options held by such individual, may not exceed 5% of the GRM Shares issued and outstanding on the grant date, on a non-diluted basis, unless otherwise approved by disinterested GRM Shareholders.

The GRM Option Plan is administered by the GRM Board, who has full and final authority with respect to the granting of all options thereunder (the "GRM Options"). GRM Options may be granted under the GRM Option Plan to such eligible persons of GRM and its affiliates, if any, as the GRM Board may from time to time designate, including, but not limited to directors, senior officers, employees of GRM, consultants (as defined in National Instrument 45-106 - Prospectus Exemptions), employees of an external management company or corporation controlled by a consultant of GRM and its subsidiaries. The exercise prices shall be determined by the GRM Board, but shall, in no event, be less than the greater of the closing market price of GRM's shares on the CSE on (i) the trading day prior to the date of the grant of the GRM Options and (ii) the date of grant of such options.

Subject to earlier termination in the event of dismissal for cause, early retirement, voluntary resignation or termination other than for cause, or in the event of death or disability, all options granted under the GRM Option Plan will expire on the date set by the GRM Board as the expiry date of the GRM Option, which expiry date shall not be more than 10 years from the date that such options are granted, in accordance with CSE policy. Options granted under the GRM Option Plan are not transferable or assignable other than by testamentary instrument or pursuant to the laws of succession. GRM Options are exercisable by an eligible person under the GRM Option Plan delivering to GRM a notice specifying the number of GRM Shares in respect of which the option is exercised together with payment in full of the option price.

Unless approved by the CSE, GRM Options may not be amended once issued, and if a GRM Option is cancelled before its expiry date, the GRM Board may not grant new options to the same option holder until 30 days have elapsed from the date of cancellation.

As of the date of this Circular, there are 1,500,000 GRM Options outstanding, of which 1,500,000 GRM Options have an exercise price of $0.12 and an expiry date of October 31, 2028.

Consolidated Capitalization

There have been no material changes in the share and loan capital of GRM since June 30, 2024, the date of GRM's most recently filed audited financial statements for the years ended June 30, 2024 and 2023.

For information concerning the consolidated capitalization of GRM following the completion of the Arrangement, please see Schedule "I" – Information Concerning the Resulting Issuer.

Prior Sales

The information regarding any securities of GRM purchased or sold by GRM during the 12 months prior to the date of this Circular, excluding securities purchased or sold pursuant to the exercise of employee stock options, warrants and conversion rights, is set out below:

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Date	Type of Security	Number	Price per Security/Exercise Price
April 4, 2024	GRM Shares	300,000	$0.015
June 7, 2024	GRM Shares	500,000	$0.02
September 11, 2024	GRM Shares	420,000	$0.025

Price Range and Trading Volume

The GRM Shares are listed for trading on the CSE under the trading symbol "GRM". The following table shows the high and low trading prices and monthly trading volume of the GRM Shares on the CSE for the 12-month period preceding the date of this Circular:

Period	Price Range		Trading Volume
	High	Low
December 2023	$0.065	$0.065	Nil
January 2024	$0.065	$0.04	140,000
February 2024	$0.04	$0.04	1,000
March 2024	$0.04	$0.01	941,300
April 2024	$0.02	$0.01	119,000
May 2024	$0.02	$0.01	1,000
June 2024	$0.02	$0.01	191,000
July 2024	$0.015	$0.015	20,000
August 2024	$0.02	$0.015	198,950
September 2024	$0.025	$0.01	125,975
October 2024	$0.02	$0.01	68,053
November, 2024	$0.02	$0.01	458,000
December 1 – 26, 2024	$0.015	$0.01	140,000

On November 6, 2024, the closing price of the GRM Shares was $0.02. On September 24, 2024, the last trading day prior to the announcement of the Arrangement, the closing price of the GRM Shares on the CSE was $0.01.

Escrowed Securities and Securities Subject to Contractual Restrictions on Transfer

To the knowledge of GRM, as at the date of this Circular, there are no securities of GRM held in escrow or subject to a contractual restriction on transfer.

Principal Shareholders

To the knowledge of GRM, as at the date of this Circular, there are no persons that beneficially own, directly or indirectly, or exercise control or direction over, GRM Shares carrying more than 10% of all voting rights.

Directors and Officers

The names of the directors and officers of GRM, the positions held by them with GRM and the designation and number of GRM Securities and percentage beneficially owned, directly or indirectly, or over which control or direction is

exercised, as of this Circular, by each of them and, where known after reasonable inquiry, by their respective associates or affiliates (each as defined under applicable securities laws), are as follows:

Name, Residence and Present Positions Held	Principal Occupation for Last 5 Years	Date of Appointment	Type of Compensation Security	Number of GRM Securities Beneficially Owned, Controlled, or Directed
Jerry Huang
British Columbia, Canada
Chief Financial Officer, and Director	Chief Financial Officer of Impact Silver Corp. since November 2012; Managing Director of VSBL Capital Inc. since November 2017	Director since September 4, 2020; CFO since July, 2021	Stock Options	735,000
William Fisher
Ontario, Canada
Director
President and Chief Executive Officer	Chairman and Chief Executive Officer of GoldQuest Mining Corp. since April 2010	Director since August 16, 2021; President and CEO since June 1, 2024	Stock Options	875,001
Frederick Davidson
British Columbia, Canada
Director	Chartered Professional Accountant; President and Chief Executive Officer of Impact Silver Corp. since August 1999	CEO and Corporate Secretary since July 1, 2021 until June 1, 2024; Director since September 4, 2020	Stock Options	860,000
Tamas Bakacs
San Pawl il-Bahar, Malta
Director	Managing Director of Snow Leopard Capital Management Ltd. since January 2015; Chief Executive Officer of HepC - Superinfection Therapeutics, Inc. since January 2014	Director since August 16, 2021	Stock Options	475,000

Cease Trade Orders, Bankruptcies, Penalties, or Sanctions

To the knowledge of GRM management, except as stated below, none of the proposed directors of GRM is, as at the date hereof, or has been, within the previous 10 years, a director, chief executive officer or chief financial officer of any company (including GRM) that, (i) was subject to an order that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer, or (ii) was subject to an order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

Frederick W. Davidson and Jerry Huang were directors and the chief executive officer and chief financial officer of Energold Drilling Corp. ("Energold"), respectively, when the British Columbia Securities Commission issued a management cease trade order on September 3, 2019 in connection with the failure of Energold to file interim financial statements and management discussion and analysis for the period ended June 30, 2019. On October 3, 2019, the British Columbia Securities Commission issued a cease trade order for the failure of Energold to file its interim financial statements and management's discussion and analysis for the period ended June 30, 2019. On

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September 16, 2019, Energold announced that it had made a filing under the Companies' Creditors Arrangement Act (Canada) ("CCAA") to seek creditor protection. Energold's interim management and financial adviser was Portage Point Partners and the Court appointed FTI Consulting Canada Inc. as monitor of Energold during the process. Mr. Davidson resigned as an officer of Energold on October 1, 2019 and as a director on October 7, 2019. Mr. Huang resigned as an officer of Energold on October 1, 2019. On April 2, 2020, Energold announced that it had emerged from the CCAA process.

Jerry Huang was a director of Golden Coast Energy Corp ("Golden Coast"). On December 11, 2015 when the British Columbia Securities Commission issued a cease trade order for the failure of Golden Coast to file its annual financial statements and management's discussion and analysis for the year ended July 31, 2015. Jerry Huang resigned as a director of Golden Coast in July 2016.

None of the proposed directors of GRM is, as at the date hereof, or has been, within the previous 10 years, a director or executive officer of any company (including GRM) 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.

None of the proposed directors of GRM has been subject to (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable security holder in deciding whether to vote for a proposed director.

Executive Compensation

For the purpose of this Schedule "H":

"CEO" means an individual who acted as chief executive officer of GRM, or acted in a similar capacity, for any part of the most recently completed financial year;

"CFO" means an individual who acted as chief financial officer of GRM, or acted in a similar capacity, for any part of the most recently completed financial year;

"director" means an individual who acted as a director of GRM, or acted in a similar capacity, for any part of the most recently completed financial year;

"NEO" or "named executive officer" means each of the following individuals:

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(d) each individual who would be a NEO under paragraph (c) but for the fact that the individual was neither an executive officer of GRM, nor acting in a similar capacity, at the end of that financial year.

Director and NEO Compensation, Excluding Compensation Securities

The following table sets out all direct and indirect compensation for, or in connection with, services provided to the Company and its subsidiaries for the financial years ended June 30, 2024, 2023 and 2022 for the persons who were NEOs during the financial year ended June 30, 2024. For the information concerning NEOs' compensation related to previous years, please refer to the Company's previous Information Circulars available at www.sedarplus.ca.

Name and position	Fiscal Period	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites(1) ($)	Value of all other compensation ($) (2)	Total compensation ($)
William Fisher(2)
President, CEO and Director	2024	Nil	Nil	Nil	Nil	Nil	Nil
	2023	Nil	Nil	Nil	Nil	Nil	Nil
Jerry Huang
Chief Financial Officer, and Director	2024	Nil	Nil	Nil	Nil	Nil	Nil
	2023	Nil	Nil	Nil	Nil	Nil	Nil
Frederick Davidson(2)
Director, Former President and CEO	2024	Nil	Nil	Nil	Nil	Nil	Nil
	2023	Nil	Nil	Nil	Nil	Nil	Nil
Tamas Bakacs
Director	2024	Nil	Nil	Nil	Nil	Nil	Nil
	2023	Nil	Nil	Nil	Nil	Nil	Nil

Notes:
(1) The value of perquisites and benefits, if any, was less than $15,000.
(2) On June 1, 2024, Mr. Davidson resigned from his role as President and CEO and Mr. Fisher was appointed to those roles.

Stock Options and Other Compensation Securities

The following table discloses all compensation securities granted or issued during the most recently completed financial year ended June 30, 2024 to each NEO and director for services provided or to be provided, directly or indirectly, to the Company or its subsidiaries.

Name and position	Type of compensation security	Number of compensation securities, number of underlying securities, and percentage of class	Date of issue or grant	Issue, conversion or exercise price ($)	Closing price of security or underlying security on date of grant ($)
Frederick Davidson^{(1)}
Former Chief Executive Officer, Corporate Secretary Director	Stock Options	400,000
(26.67%)	October 31, 2023	$0.12	$0.075	$0.065	October 31, 2028
Jerry Huang
Chief Financial Officer, and Director	Stock Options	400,000
(26.67%)	October 31, 2023	$0.12	$0.075	$0.065	October 31, 2028
William Fisher^{(1)}
President, CEO and Director	Stock Options	200,000
(13.33%)	October 31, 2023	$0.12	$0.075	$0.065	October 31, 2028
Tamas Bakacs
Director	Stock Options	200,000
(13.33%)	October 31, 2023	$0.12	$0.075	$0.065	October 31, 2028

Note:
(1) On June 1, 2024, Mr. Davidson resigned from his role as President and CEO and Mr. Fisher was appointed to those roles.

Exercise of Compensation Securities

During the financial year ending June 30, 2024, none of the compensation securities were exercised.

Stock Option Plans and Other Incentive Plans

For information about the material terms of GRM's stock option plan, please refer to the heading "Description of Securities – Options".

Employment, Consulting and Management Agreements

There was no compensation paid to the CEO and CFO during the financial year ended June 30, 2024, and there were no consulting agreements between GRM and its CEO and CFO.

Oversight and Description of Director and Named Executive Officer Compensation

Director compensation

The Board determines director compensation from time to time. GRM may, from time to time, grant to its directors incentive stock options to purchase common shares in the capital of GRM pursuant to the terms of the GRM Option Plan and in accordance with the policies of the CSE (the "Exchange"). As at June 30, 2024, the directors of GRM did not receive any cash compensation. They received stock options as disclosed in the table above.

Named Executive Officer Compensation

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

Securities Authorized for Issuance under GRM's Stock Option Plan

GRM has an 10% rolling stock option plan under which stock options are granted. Stock options have been determined by GRM's directors and are only granted in compliance with applicable laws and regulatory policy. The policies of the CSE limit the granting of stock options to employees, officers, directors and consultants of GRM and provide limits on the length of term, number and exercise price of such options.

The following table sets out equity compensation plan information as at the end of the financial year ended June 30, 2024.

Plan Category	Number of securities to be issued upon exercise of outstanding Awards	Weighted average exercise price of outstanding Options	Number of GRM Shares remaining for issuance under equity compensation plans (excluding securities reflected in column (a))
Share Incentive Plan approved by Shareholders	1,500,000	$0.12	301,001
Equity Compensation Plans not approved by Shareholders	N/A	N/A	N/A
Total:	1,500,000	$0.12	301,001

Indebtedness Of Directors And Executive Officers

None of GRM's directors or executive officers, or associates of any of them, is or has been indebted to GRM or its subsidiaries at any time since the beginning of the most recently completed financial year and no indebtedness remains outstanding as at the date of this Circular.

Audit Committee

The GRM audit committee charter (the "Audit Committee Charter") was adopted by GRM's audit committee (the "Audit Committee") and the GRM Board. The full text of GRM's Audit Committee Charter is attached as Schedule "A" to GRM's final prospectus dated March 11, 2022, which is available on SEDAR+ at www.sedarplus.ca.

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Composition of the Audit Committee

As of the date of this Circular, the following are the members of the Audit Committee:

Name of Member	Independent(1)	Financially Literate(1)
William Fisher	Not Independent	Yes
Frederick Davidson	Not Independent	Yes
Tamas Bakacs	Independent	Yes

Note:
(1) As that term is defined in NI 52-110.

Relevant Education and Experience of Audit Committee Members

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

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

Frederick W. Davidson - Mr. Davidson has been the CEO and President of IMPACT Silver Corp. since May 2000. He has been actively involved in the mining and mineral exploration industries for over 34 years, through Energold Drilling Corp. and predecessor companies, where he served in various capacities and helped finance public and private mining companies. His experience spans over 18 countries throughout North America, South America, Africa and Asia. Prior to IMPACT Silver Corp., Mr. Davidson was the Vice President and CFO of TOTAL Energold Corp. Previously, he spent 10 years as Chief Financial Officer of Erikson Gold Mines Ltd. and Mt. Skukum Gold Mines, which grew from grassroots exploration to production. Mr. Davidson also had an active role in a number of other notable mines and exploration projects including the Courageous Lake Project, Golden Bear Mine and the Denton-Rawhide Mine. He also previously served as the CEO and President of Energold Drilling Corp., a socially and environmentally sensitive contract drilling company for the international mining sector. Mr. Davidson received his MBA from the University of British Columbia in 1970 and his Chartered Accountant designation in 1971. He is a member of the Canadian Institute of Chartered Professional Accountants.

Tamas Bakacs - Mr. Tamas Bakacs, MBA, is an experienced Portfolio Manager and corporate finance professional with a demonstrated history of working in the financial services industry. He is a specialist in the areas of commodity linked equity investments, biotechnology startups, private equity and real estate investments. Mr. Bakacs founded and runs his own commodity focused corporate finance advisory business, Snow Leopard Capital Management Ltd. (SLCM), which provides tailored corporate finance advice to startup, small capitalization and middle market businesses regarding mergers and acquisitions, leveraged and management buyouts, debt restructuring and private

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placements of debt and equity. Previously, Mr. Bakacs was a global equity portfolio manager in Budapest, Hungary, in Edinburgh, UK, and in Almaty, Kazakhstan. Mr. Bakacs holds a B.S. in Accounting, Summa Cum Laude, from St. Francis College in New York and an MBA from the UCLA Anderson School of Management. Mr. Bakacs is also currently the CFO and founding shareholder of HepC Therapeutics Inc., a biotechnology startup, aiming to develop its proprietary viral therapeutics drug development program. He is also a member of the Advisory Board of Skyharbour Resources Ltd., a Canadian uranium exploration and development company listed on the TSX Venture Exchange.

William Fisher - Mr. William Fisher graduated in the UK as a geologist in 1979. He has extensive industry experience including a number of residential posts in Africa, Australia, Europe and Canada in both exploration and mining positions. Under his leadership, Karmin Exploration discovered the Aripuanã base metal massive sulfide deposits in Brazil. From 1997 to 2001, Mr. Fisher was Vice President, Exploration for Boliden AB, managing 39 projects in 9 countries. From 2001 to 2008, Mr. Fisher led GlobeStar Mining Corp, which permitted, funded and constructed the Cerro de Maimon gold/copper mine in the Dominican Republic. Mr. Fisher was also Chairman of Aurelian Resources which was sold to Kinross Gold in 2008 for $1.2 Billion after the discovery of the Fruta del Norte gold deposit in Ecuador. Mr. Fisher currently serves as Chairman of GoldQuest Mining, which discovered the Romero gold deposit, Chairman of Horizonte Minerals, which is constructing the Araguaia nickel project in Brazil and is a director of Churchill Resources Inc.

Audit Committee Oversight

The audit committee was established on September 7, 2021, and will, among other things, make recommendations to the GRM Board of Directors to nominate or compensate an external auditor. As of this Circular, the audit committee has not made any such recommendations for the GRM Board to consider, other than changing auditors, which recommendation was accepted by the GRM Board.

Reliance on Certain Exemptions

At no time since the commencement of GRM's most recently completed financial period has GRM relied on the exemptions in Sections 2.4, 6.1.1(4),(5) or (6) or Part 8 of NI 52-110.

Pre-Approval Policies and Procedures

The Audit Committee is authorized by the GRM Board to review the performance of GRM's external auditors and approve in advance the 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 engaged by GRM. The Audit Committee is authorized to approve in writing any non-audit services or additional work which the Chair of the Audit Committee deems is necessary and the Chair 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 Audit Committee's consideration and, if thought fit, approval in writing.

External Auditor Service Fees (By Category)

The following table discloses the fees billed to GRM by its external auditor during the last two financial years:

Financial Year Ending	Audit Fees	Audit-Related Fees	Tax Fees	All Other Fees
June 30, 2024	$18,068	Nil	Nil	Nil
June 30, 2023	$15,000	Nil	Nil	Nil

Reliance on Exemptions in NI 52-110 Regarding Audit Committee Composition & Reporting Obligations

Since GRM is a venture issuer, it relies on the exemption contained in section 6.1 of NI 52-110 from the requirements of Part 3 Composition of the Audit Committee (as described in 'Composition of the Audit Committee' above) and Part 5 Reporting Obligations of NI 52-110 (which requires certain prescribed disclosure about the Audit Committee in this Circular).

Corporate Governance

Board of Directors

The GRM Board has responsibility for the stewardship of GRM including responsibility for strategic planning, identification of the principal risks of GRM's business and implementation of appropriate systems to manage these risks, succession planning (including appointing, training and monitoring senior management), communications with investors and the financial community and the integrity of GRM's internal control and management information systems.

The GRM Board sets long term goals and objectives for GRM and formulates the plans and strategies necessary to achieve those objectives and to supervise senior management in their implementation. The GRM Board delegates the responsibility for managing the day-to-day affairs of GRM to senior management but retains a supervisory role in respect of, and ultimate responsibility for, all matters relating to GRM and its business. The GRM Board is responsible for protecting shareholders' interests and ensuring that the incentives of the shareholders and of management are aligned.

As part of its ongoing review of business operations, the GRM Board reviews, as frequently as required, the principal risks inherent in GRM's business including financial risks, through periodic reports from management of such risks, and assesses the systems established to manage those risks. Directly and through the Audit Committee, the GRM Board also assesses the integrity of internal control over financial reporting and management information systems.

In addition to those matters that must, by law, be approved by the GRM Board, the GRM Board is required to approve any material dispositions, acquisitions and investments outside the ordinary course of business, long-term strategy, and organizational development plans. Management of GRM is authorized to act without board approval, on all ordinary course matters relating to GRM's business.

The GRM Board also monitors GRM's compliance with timely disclosure obligations and reviews material disclosure documents prior to distribution. The GRM Board is responsible for selecting the President and appointing senior management and for monitoring their performance.

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Directorships

Certain of the directors are presently a director of one or more other reporting issuers (or equivalent) in a Canadian or foreign jurisdiction, as follows:

Name of Director	Other reporting issuer (or equivalent in a foreign jurisdiction)
William Fisher	GoldQuest Mining Corp. (TSXV: GQC)
	Horizonte Minerals Plc. (TSX: HZM)
	Churchill Resources Inc. (TSXV: CRI)
Frederick Davidson	IMPACT Silver Corp. (TSXV: IPT)
Jerry Huang	IMPACT Silver Corp. (TSXV: IPT)

Orientation and Continuing Education

When new directors are appointed, they receive orientation, commensurate with their previous experience, on GRM's business, assets and industry and on the responsibilities of directors. Meetings of the GRM Board are sometimes held at GRM's offices and, from time to time, are combined with presentations by GRM's management to give the directors additional insight into GRM's business. In addition, management of GRM makes itself available for discussion with all members of the GRM Board.

Ethical Business Conduct

The GRM Board has not adopted a formal code of business conduct and ethics. The GRM Board has found that the fiduciary duties placed on individual directors by GRM'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 GRM Board in which the director has an interest have been sufficient to ensure that the GRM Board operates independently of management and in the best interests of GRM.

Nomination of Directors

The GRM 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 GRM Board's duties effectively and to maintain a diversity of view and experience.

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

Compensation

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

Other Board Committees

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

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Assessments

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

Risk Factors

Due to the nature of GRM's business and the present stage of exploration and development of the Porcher Property, GRM is subject to very significant risks. Readers should carefully consider all such risks set out in GRM's management's discussion and analysis for the financial year ended June 30, 2024, which is appended to Schedule "H".

Briefly, these risk factors include operational risks associated with the demand for capital for property acquisition costs, exploration and development activities, financial risk associated with liquidity as the Company's sole source of funding has been the issuance of equity securities for cash, primarily through private placements, and as an exploration stage mining company, the Company is expect to incur further operating losses in the development of its business, and political, regulatory and security risks as the activities are subject to control and scrutiny by several levels of government, various departments within each level, and corporate, environmental and mining regulations and permission must also be secured form local people, including First Nations. GRM's actual exploration and operating results may be very different from those expected as at the date of this Circular.

Promoters

There is no promoter of GRM within the meaning of applicable securities legislation.

Dividends or Capital Distributions

As of the date of this Circular, GRM has not paid any cash dividends or capital distributions on the GRM Shares and does not intend to pay any cash dividends on the GRM Shares in the immediate future.

Legal Proceedings and Regulatory Actions

To the knowledge of GRM, there are no legal proceedings material to GRM to which GRM is or was a party to, or any of its property is or was the subject of, since the beginning of the most recently completed financial year, nor are there any such proceedings known to GRM to be contemplated.

In addition, there have been no penalties or sanctions imposed against GRM by a court relating to provincial and territorial securities legislation or by a securities regulatory authority within the three years immediately preceding the date of this Circular, and GRM has not entered into any settlement agreements before a court relating to provincial and territorial securities legislation or with a securities regulatory authority within the three years immediately preceding the date of this Circular.

Interest of Management and Others in Material Transactions

Except as disclosed herein, no informed person (a director, executive officer or holder of 10% or more of GRM Shares) or any associate or affiliate of any informed person had any interest in any transaction which has materially affected or would reasonably be expected to materially affect GRM or any of its subsidiaries, within the three years before the date of this Circular.

Names and Interests of Experts

Information of a scientific or technical nature regarding the Porcher Property included in Appendix "1" to this Schedule "H" or incorporated by reference herein is based upon Porcher Property Technical Report, prepared by

Scott Dorion, P.Geo. No registered or beneficial interests, direct or indirect, in any securities or other property of GRM or of one of the associates or affiliates of GRM (a) were held by Scott Dorion, P.Geo. when the Porcher Property Technical Report was prepared; (b) were received by Scott Dorion, P.Geo. after the time the Porcher Property Technical Report was prepared; or (c) are to be received by Scott Dorion, P.Geo.

The independent auditor of GRM, Davidson & Company LLP, has informed GRM that it is independent with respect to GRM in accordance with the Chartered Professional Accountants of British Columbia Code of Professional Conduct.

Other Material Facts

There are no other material facts other than as disclosed herein.

Auditor

The auditor of GRM is Davidson & Company LLP at 1200 - 609 Granville Street, PO Box 10372, Vancouver, British Columbia V7Y 1H4.

Transfer Agent and Registrar

GRM's transfer agent and registrar is Odyssey Trust Company at 350 - 409 Granville Street, Vancouver, BC, V6C 1T2.

Material Contracts

Except for contracts made in the ordinary course of business, the Arrangement Agreement is the only material contract entered into by GRM since the beginning of the last financial year ending before the date of this Circular or before the beginning of the last financial year ending before the date of this Circular for any material contract that is still in effect.

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APPENDIX 1 TO SCHEDULE "H"

INFORMATION CONCERNING THE PORCHER PROPERTY

Information of a scientific or technical nature in respect of the Porcher Property in this Circular is derived from the Porcher Property Technical Report which was filed with Canadian securities regulatory authorities on the SEDAR+ website at www.sedarplus.ca.

For readers to fully understand the technical information in this Circular, they should read the Porcher Property Technical Report (available on SEDAR+ at www.sedarplus.ca under GRM's profile) in its entirety, including all qualifications, assumptions and exclusions that relate to the technical information set out in this Circular. The Porcher Property Technical Report is intended to be read as a whole, and sections should not be read or relied upon out of context. Capitalized terms used and not otherwise defined herein shall have the meaning ascribed to them in the Porcher Property Technical Report.

Property Description, Location and Access

The Porcher Property is in the Skeena Mining Division, approximately 40 kilometres southwest of Prince Rupert, British Columbia, Canada. Prince Rupert has a population of 12,220 people and is considered the land, air, and water transportation hub of British Columbia's north coast. The 3,560.4- hectare Property is located on Porcher Island. The Porcher Property is centered at approximate latitude 53° 55' 38'' north and longitude 130° 22' 59'' west, which converts to 409178 Easting and 5976313 Northing using the UTM NAD83 Zone 9 coordinate system.

The Porcher Property consists of nine contiguous mineral titles located on BCGS Map Sheet 103G16 covering an area of 3,560.4 hectares. The details of the claims comprising the Porcher Property are listed below and displayed below. The claim information was obtained from the BC Mineral Titles Office database system managed by the British Columbia Ministry of Energy, Mines and Petroleum Resources ("BCMEMPR") and indicate that the mineral title is 100% registered in the names of Oliver Friesen (50%) and Christopher Paul (50%). All the Porcher Property's registered claims are within the Skeena mining district.

Title Number	Claim Name	Issue Date	Good To Date	Status	Area (ha)
1057674	PORCHER2018A	2018/JAN/15	2023/JUL/10	GOOD	152.28
1057675	PORCHER2018B	2018/JAN/15	2023/JUL/10	GOOD	133.28
1059309	PORCHER2018C	2018/MAR/15	2023/JUL/10	GOOD	666.30
1059830	PORCHER2018D	2018/APR/05	2023/JUL/10	GOOD	647.11
1059832	PORCHER2018E	2018/APR/05	2023/JUL/10	GOOD	799.72
1050353	PORCHER2018F	2018/APR/30	2023/JUL/10	GOOD	323.95
1050848	PORCHER2018G	2018/MAY/30	2023/JUL/10	GOOD	399.52
1067679	PORCHER2019A	2019/APR/03	2023/JUL/10	GOOD	171.49
1067681	PORCHER2019B	2019/APR/03	2023/JUL/10	GOOD	266.78
				TOTAL	3560.4

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The Porcher Property is located on the traditional territories of the Gitxaala, Kitselas, and Kitsumkalum First Nations. GRM plans on engaging and consulting in meaningful ways through all phases of exploration and regulatory processes as the Porcher Property advances. GRM expects to build positive lasting relationships with the First Nations that have an expressed interest in the area defining the Porcher Property.

Prior to initiating any physical work such as drilling, trenching, camp construction, bulk sampling, a Notice of Work ("NoW") application must be filed and approved by BCMEMPR. Depending on the size of the program, a reclamation bond must be posted prior to commencing the approved work.

The filing of the NoW initiates engagement and consultation with other stakeholders including any surface landowners and Aboriginal Groups. No NoW will be required to carry out the work outlined in the 2021 Phase 1 work program recommendation but will be required to complete the respective Phase 2.

The author is not aware of any environmental, political, or regulatory problems that would adversely affect mineral exploration and development on the Porcher Property.

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As per the option agreement (Section 4.5) on the Porcher Property, the GRM (the "Optionee") will also grant the Mr. Christoper Paul, Mr. Michael Blady, and Mr. Oliver Friesen (the "Optionors") a 2% net smelter return ("NSR") royalty. Great Republic has the right to purchase ½ of the NSR Royalty for total consideration of $1,000,000 at any time prior to such time when:

the concentrator processing ores, for other than testing purposes, has operated for a period of 45 consecutive days at an average rate of not less than 70% of design capacity; or
if a concentrator is not erected on the Porcher Property, when ores have been produced for a period of 45 consecutive production days at a rate of not less than 70% of the mining rate specified in a study and mine plan recommending placing the Porcher Property in production.

There are no pre-existing royalties attributed to the Porcher Property.

The mineral titles defining the Porcher Property are under option to GRM as outlined in a letter agreement signed on May 17th, 2021, and subsequently amended on September 15, 2021, December 27, 2022, December 20, 2023, April 4, 2024 (fully agreed and announced August 22, 2024) and September 11, 2024, between the Optionee and the Optionors. GRM provided the writer with a copy of this option agreement which specifies the terms whereby GRM can earn a 100% undivided interest in the Porcher Property, subject to the 2% Net Smelter Return (NSR) Royalty, by completing $1,600,000 in expenditures, issuing 2,700,000 shares, and making total cash payments of $75,000.

GRM can earn a 100% interest in the Porcher Property by completing the following requirements:

(a) the Optionee will make the following exploration expenditures:

a. $100,000 by December 31, 2022;
b. $250,000 by December 9, 2025;
c. $500,000 by December 9, 2026; and
d. $750,000 by December 9, 2027.

(b) the Optionee will make the following share issuances 1/3 to each Mr. Chris Paul, Mr. Michael Blady, and Mr. Oliver Friesen:

a. 300,000 GRM Shares on or before GRM's listing (issued);
b. 150,000 GRM Shares per GRM's amended agreement dated December 27, 2022 amending the Option Agreement (issued);

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c. 400,000 GRM Shares on or before June 7, 2023 (issued);
d. 300,000 GRM Shares per GRM's amended agreement dated April 4, 2024 amending the Option Agreement (issued);
e. 500,000 GRM Shares on or before June 7, 2024 (issued);
f. 420,000 GRM Shares per GRM's amended agreement dated September 11, 2024 amending the Option Agreement (issued); and
g. 1,050,000 GRM Shares on or before June 7, 2026.

(c) the Optionee will make the following cash payments 1/3 to each Mr. Chris Paul, Mr. Michael Blady, and Mr. Oliver Friesen:

a. $6,000 within 5 days of signing agreement (paid);
b. $24,000 on or before the date of listing (paid); and
c. $45,000 on or before December 31, 2022 (paid).

The Porcher Property is located near the center of Porcher Island, approximately 40 kilometres southwest of Prince Rupert, British Columbia, and is only accessible by air or water. Access to the Porcher Property is via helicopter from the Prince Rupert/Seal Cove (Coast Guard) Heliport, or via hired boat charter from the Port of Prince Rupert located in Prince Rupert, British Columbia. While there are no road or trail systems on the Porcher Property, the main Property showings can be accessed by hiking from any boat accessible drop off spot along the shore.

The Porcher Property's region is within a temperate rainforest and is classified as an oceanic climate 'Cfb' using the standard Köppen-Geiger classification system. Prince Rupert is Canada's wettest city, with 2,620 millimetres of annual precipitation where 240 days per year receive at least some measurable precipitation, and only sees 1,230 hours of sunshine per year.

Nearby Prince Rupert, British Columbia, provides essential public services for field crews, including airport, ambulance, a regional hospital, police, firehall, gas station, lodging, grocery store, and restaurants.

The sparsely-populated Porcher Island is home to three small hunting and fishing communities – Porcher Island, Hunts Inlet, and Oona River. All three communities are serviced by BC hydro. Oona River can be accessed via the public Tsimshian Storm ferry which operates on a bi-weekly schedule connecting Prince Rupert to its terminus destination of Kitkatla. Reservations must be made in advance to have the ferry stop in Oona River along its path.

The nearest urban center is Prince Rupert, British Columbia, with a population of roughly 12,000 people. Prince Rupert has support services including heavy equipment rental, lodging, as well as fuel and supplies. The Prince Rupert airport provides daily passenger and freight services through Air Canada which runs daily flights to Vancouver, British Columbia. It is also serviced by BC Ferries which operates bi-weekly ferries to Port Hardy, British Columbia, located near the northern tip of Vancouver Island.

Prince Rupert is also home to the Prince Rupert Port Authority, a deep-water port facility which offers the quickest transit times to Asia of any North American port facility. The historic Surf Point and Edye.

Pass Mines, currently owned by Imperial Metals Corp., are located 15 kilometres northwest of the Porcher Property along the northwestern shores of Porcher Island. The Surf Point and Edge Pass Mines operated between 1919 and 1939 and some historic mining infrastructure remains on sight.

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Porcher Island is the eight largest coastal island in British Columbia and is located on the eastern margin of the Coastal Trough of the Western Physiographic subdivision of the Canadian Cordillera (Hecate Lowland). The terrain on the island is characterized by gentle to moderate slopes, with local steep fluvial incised gullies. High year-round rainfall provides ample water supply to the various streams and creeks on the Island. Flora on the Porcher Property is sparse, with local dense stands of cedar, hemlock and stunted lodgepole pine mixed with wetter patches of muskeg.

The Porcher Property is centered along Egeria Mountain, which rises to a maximum elevation of 890 metres above sea level. The Porcher Property extends for over 6 kilometre north of Egeria Mountain where it covers several kilometres of tidewater along the southern shores of Porcher Inlet.

History

The only known historic work program on the Porcher Property prior to 2019 is highlighted in an excerpt from a Geological Survey of Canada report on the Geology of Vanadium and Vanadiferous Occurrences of Canada published in 1973. The work included mapping, rock sampling, as well as polished thin section analysis. The operator is unknown, and no analytical certificates or reports were made available from the work program. The work is detailed below:

"Porcher Island (8) 53°55'N, 130°24'W: On a mountain ridge in central Porcher Island a sill-like complex of interbanded, coarse- and fine-grained basic to ultrabasic, igneous rocks intrudes into fine-grained dark tuff, or slaty greenstone, and is intruded on the east by a granodiorite. The banded complex appears to be more than 100 feet thick and at least 600 feet long, possibly much more. It is composed of interbanded hornblende gabbro, anorthositic gabbro, and pyroxenite, mostly impregnated with clots and seams of titaniferous magnetite and ilmenite. The bands in the rock strike easterly and dip 45 to 60 degrees northerly but swing northwest and may reappear on the ridge to the north. Titaniferous magnetite is most abundant in two zones about 50 (15.2m) to 100 (30.5m) feet thick near the crest of the ridge, where it forms bands 4 (10.2cm) to 8 (20.3cm) inches thick carrying white plagioclase and tabular prisms of black hornblende arranged vertically and at right angles to the margins of the bands. Epidote and feldspar are common in seams both in joints parallel to the banding and in nearly vertical, north-south crosscutting joints. In polished section titanomagnetite and ilmenite form interlocking crystal mosaics that are interstitial to the silicate minerals, together with minor pyrrhotite, pyrite, and chalcopyrite. Samples from the host rock show > 5% Fe, 0.5 to 1.2% Ti, and 0.02 to 0.04% V. Samples from the mineralized zone showed > 5% Fe, 0.14 to 0.3% Ti, and 0.14 to 0.2% V."

Geological Setting, Mineralization and Deposit Types

Mapping compilations of the region are provided by the British Columbia Geological Survey.

Nelson et al. (2009) indicated that northern coastal BC is underlain by a series of roughly north-south trending tectonostratigraphic assemblages. From west to east, these include the Banks Island assemblage, the Alexander terrane, the Gravina belt, and the Yukon-Tanana terrane. The Porcher Property is located within the Alexander terrane.

The Alexander Terrane is comprised of a broad range of sedimentary, volcanic, and plutonic rocks, including their metamorphic equivalents primarily of Paleozoic age. These rocks underlie most of southern Alaska, where they have been subject to only minor metamorphism, deformation and plutonism. To the southeast, Cretaceous-aged plutons become more widespread, and the degree of younger deformation and metamorphism increases.

The government-mapped, sinistral-striking 'Useless Fault' cuts through the northeastern section of the Porcher Property. It is part of a larger, sinistral-striking fault system which includes the Lamppost and Grenville Channel Faults.

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The Porcher Property is hosted in the Coast Belt's Alexander and Post Accretionary terranes. The Post Accretionary Terrane's Captain Cover Plutonic Suite (EKCqd) defines the southern portion of the Porcher Property, where the Alexander Terrane's Swede Point Pluton (DMSPgd) and Ogden Channel Complex (EDOCPmp and SDOCmp) define the rest.

The Porcher Property is centered around mapped interbedded metadiorites and metagabbros which are impregnated with clots and thin layers of titaniferous magnetite. These units are a part of the Neoproterozoic Ogden Channel orthogneiss complex which intrude into various Wales Group metasedimentary units (pelites, calc-schist, marble, quartzite). The morphology of the Ogden Channel mafic intrusive units is unknown, however historically they were described as north-south oriented stacked sill-like complexes. The northeastern part of the Porcher Property is intruded by Devonian-aged Swede Point plutons composed of granodiorites and diorites.

The Porcher Property hosts numerous occurrences of vanadiferous magnetite-rich hosted in gabbroic to dioritic rocks. These occurrences are readily visible, as these areas produce substantial kill zones leaving these black outcrops generally barren. Mineralization found on the Porcher Property is generally ubiquitous across the large kilometre-scale gabbroic intrusives mapped, with only the percentage of blueish-coloured vanadiferous magnetite changing from roughly 5% of the total rock, to up to 30%. The magnetite is generally manifested as disseminations and clots, with the more magnetite rich rocks being dominated by larger grain sizes including clots up to 10cm in diameter locally (more commonly 1-2cm in diameter). Rarely, the rocks are crosscut by sulphide veinlets including pyrite and chalcopyrite. The clots and disseminations of magnetite are more resistive than the host mafic gabbroic and diorite rocks. As a result, weathering of the mineralized zones creates a very rough exterior face dominated by clots and disseminations of magnetite as more resistive mafic minerals preferentially weather away.

The main target type on the Porcher Property is vanadiferous titano-magnetite (VTM) deposits which are typically hosted within oxide-rich horizons found near the upper parts of large layered mafic complexes such as the Bushveld Complex in South Africa. The genesis of these magmatic ore deposits is highly affected by the chemical processes that were operating during the later stages of fractional crystallization within mafic intrusions. Specifically, during the later stages of cooling and fractional crystallization the formation and accumulation of Fe-Ti-V oxide minerals (e.g. magnetite, ilmenite, rutile) commences. These deposits are known to have two main subdivisions which are, ilmenite-dominated deposits (typically found within anorthosite host rocks) and magnetite-dominant deposits, typically found within layered intrusions within gabbroic host rocks.

The crystallization of magnetite commences when the fractionating magma becomes sufficiently iron-enriched to form iron-rich oxide minerals within the cooling magma chamber. Once formed, these minerals then settle generally within paleo-lows which results in the lowering of the overall magma density. This inverted density stratification results in the overturning of the magma, the mixing which leads to the further precipitation of magnetite and ilmenite. This process repeating causes to the formation of multiple stratified layers of oxide minerals. Throughout this process, vanadium is mobile and compatible within the magnetite crystal structure, which results in the lower most layers typically being the most enriched in vanadium, with the vanadium content generally decreasing upwards through the stratigraphic layers. Inversely, titanium is incompatible in magnetite, and becomes enriched within the residual magma leading to the uppermost ilmenite/rutile > magnetite rich layers being enriched in titanium.

Exploration & Drilling

Recent exploration on the Porcher Property completed by Ridgeline Exploration Services Inc. ("Ridgeline") includes an airborne magnetometer survey in March of 2019 and a follow-up 'boots on the ground' rock sampling and prospecting program in April of 2019.

Airborne Magnetic Survey Parameters

The following information is based on the airborne magnetometer survey conducted on the Porcher Property between March 22nd and 27th, 2019 by Ridgeline. The survey included a total of 472.48 line-kilometres flown over the entire Porcher Property.

H - 24

The survey was flown with a GEM Systems GSMP-35A(B) magnetometer, towed beneath an Astar 350 B2 helicopter operated by Silver King Helicopters and attached with a 100-foot-long line cable. Ancillary equipment consisted of a potassium "Fast Reading" (20 Hz) oscillatory sensor with a magnetometer PreAmp electronics box, radar altimeters, tilt sensors, radar antennas, and a digital data recorder. A Novatel GPS sensor mounted on the 'Bird' ensured accurate positioning of the geophysical data. A real time differential GPS system utilizing the DAQNAV system from Scott Hogg & Associates Ltd., was used to fly this survey. Following the field survey, the data was corrected, processed, and interpolated using Geosoft Oasis Montaj software. A total of 472.48 line-kilometres was flown over the Porcher Property.

Total survey coverage was 472.48 line-kilometres including 33.42 line-kilometres of tie lines. Flight lines were flown in an east-west direction at 150 metres spacing. Tie lines were flown perpendicular to the flight lines at a line spacing of 1500 metres. The survey was flown in a systematic low-level flying pattern at roughly 75 metre mean terrain clearance. The terrain clearance did not deviate by more than $\pm 30\%$ over 800 metres from the mean contracted elevation. There were a few areas within the property boundary with vertical to sub-vertical fluvially incised gulley's and valleys topographic features where the survey altitude would deviate by up to $\pm 80\%$ over relatively short distances. Ultimately, survey altitudes in these difficult areas were determined by the pilot's judgement of safe flying conditions.

Airborne Magnetic Survey Results and Processing

A GSM-19T magnetometer was operated near the community of Oona River to record diurnal variations of the earth's magnetic field. The clock of the base station was synchronized with that of the airborne system to permit subsequent removal of diurnal drift. The data were corrected for diurnal variations by subtracting the observed magnetic base station deviations. A GPS lag correction was applied based on a 2.2-metre separation of the magnetic sensor from the GPS antenna. A heading correction was applied to correct for the difference in signal strength received by the magnetometer when flown in different heading directions. A fourth difference editing routine was then applied to the magnetic data to remove any spikes. The results were then levelled using tie and traverse line intercepts. Manual adjustments were applied to any lines that required levelling, as indicated by shadowed images of the gridded magnetic data. The manually levelled data were then subjected to a micro levelling filter within Geosoft Oasis Montaj software.

The survey results highlighted multiple magnetic features on the Porcher Property. The total variation in the TMI dataset was $3,025\mathrm{nT}$ ranging from a low of 54,120nT to 57,145nT. The total variation in the 1VD dataset was $14.301\mathrm{nT/m}$ ranging from -5.699nT to 8.602nT/m. Both products outlined two large roughly concentric high magnetic anomalies located in the central part of the Porcher Property. The northern magnetic high anomaly identified is slightly north-south elongate with dimensions of roughly 3.6 by 2.6 kilometres. The total magnetic intensities of the northern anomaly range from roughly 54505nT near the margins to roughly 57145nT at the center, for a total gradient of 2640nT. The southern magnetic high anomaly is roughly 3 by 2 kilometres. The total magnetic intensities of the southern anomaly range from roughly 55590nT near the margins to roughly 57150nT at the center, for a total gradient of 1560nT. The survey results also identified a pronounced northwest-southeast trending magnetic trough located near the northeastern extent of the survey area. The anomaly is roughly 500 metres wide, and it can be traced for 3.2 kilometres and remains open in both directions.

Rock Sampling and Prospecting Program

The following information is based on the prospecting program completed on the Porcher Property between April 16th and 25th, 2019, by Ridgeline. A total of 61 select rock grab samples were collected during the program. The results are presented in Appendixes "A" and "B" to the Porcher Property Technical Report.

Drilling

There has been no documented drilling at the Porcher Property.

H - 25

H - 26

Sampling, Analysis and Data Verification

For the April 2019, field program, the samples were placed in standard polybags and locations marked in the field with labelled pink flagging tape by Ridgeline personnel. Sample notes for each sample were recorded using field-ready smartphone and GPS locations were recorded using handheld Garmin devices. Limiting the chain of custody, the samples were dropped off at the Kamloops preparation facility by Ridgeline field staff. Samples were prepared in Kamloops by crushing the entire sample to 70% passing -2mm, riffle splitting off 1kg and pulverizing the split to better than 85% passing 75 microns. After preparation in Kamloops, the prepared pulps were shipped to ALS Global's analytical laboratory in North Vancouver, British Columbia. All analytes were determined using ME-ICP61 four acid ICP-AES. The analytical results are verified with the application of industry standard Quality Control and Quality Assurance (QA-QC) procedures.

An in-depth review was completed for all presented data. Review included reading all available reports on the Porcher Property and digitizing appropriate information, checking through all respective databases, and comparing assays to original laboratory certificates. Software used for the quality assurance, data verification review was Adobe Acrobat DC, ESRI ArcGIS 10.7.1 and Microsoft 365 Excel. It is the opinion of the author that all historical and recent data presented in this Report have been appropriately verified and should be considered acceptable.

The select grab sample retrieved during the May 24th, 2021, site tour ("Site Tour") was chosen based off observable textures, mineralization, and respective location to a known occurrence. Wearing the proper protective person equipment, the sample was broken using a standard rock hammer. The sample was then photographed with sample tag visible and cataloged. The sample was placed in a medium-sized polyurethane bag and sealed with a one-way tie strap. Sample information was later recorded into a sample shipment and an SGS laboratory-issued submission form. Scott Dorion (P.Geo) oversaw the Chain of Custody from sampling to transportation, and personally dropped the sample off at SGS Laboratories ("SGS") located at 3260 Production Way, Burnaby, British Columbia. The appropriate lab method was determined by the author to be a lithium borate fusion and WD XRF analysis (GO_XRF72FE1). To complete the respective assay method, the samples were shipped to SGS's laboratory located in Lakefield, Ontario. The sample was released from SGS on June 9th, 2021.

Due to only three samples retrieved during the site visit, no field based QAQC controls were added, relying on internal lab protocols. The Site Tour was limited to PBR's discovered mineral occurrence on the Porcher Property.

Samples W640619, W640620, and W640621 were all retrieved from magnetite mineralized outcrops located in the eastern section of the Porcher Property. Given the early-stage exploration status of the Porcher Property, it is the opinion of the author that the adequacy of the sample preparation, security, and analytical procedures in respects to the Site Tour data presented is sufficient and that the select grab samples retrieved during the 2020 site visit are adequate and satisfy the requirements for data verification.

Further information on samples (W640619, W640620, W640621) and assay certificate are included in Appendix C and Appendix D to the Porcher Property Technical Report, respectively.

Mineral Processing and Metallurgical Testing

The Porcher Property, as it stands, is an early-stage exploratory project and GRM has completed no mineral process or metallurgical testing to date.

Mineral Resource Estimate

The Porcher Property, as it stands, is an early-stage exploratory project and GRM has completed no mineral resource estimates to date. There is no historical mineral resource estimate on the Porcher Property.

GREAT REPUBLIC MINING CORP.

(An Exploration Stage Company)

FINANCIAL STATEMENTS

FOR THE YEARS ENDED

June 30, 2024 AND 2023

(Canadian dollars)

DAVIDSON & COMPANY LLP
Chartered Professional Accountants

INDEPENDENT AUDITOR'S REPORT

To the Shareholders of Great Republic Mining Corp.

Opinion

We have audited the accompanying financial statements of Great Republic Mining Corp. (the “Company”), which comprise the statements of financial position as at June 30, 2024 and 2023, and the statements of loss and comprehensive loss, changes in shareholders’ equity, and cash flows for the years then ended, and notes to the financial statements, including material accounting policy information.

In our opinion, these financial statements present fairly, in all material respects, the financial position of the Company as at June 30, 2024 and 2023, and its financial performance and its cash flows for the years then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board.

Basis for Opinion

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

Material Uncertainty Related to Going Concern

We draw attention to Note 1 of the financial statements, which indicates that the Company incurred an accumulated deficit of $610,101 as at June 30, 2024 and is expected to incur further operating losses in the development of its business. As stated in Note 1, these events and conditions indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current year ended. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

In addition to the matter described in the Material Uncertainty Related to Going Concern section, we have determined the matter described below to be the key audit matter to be communicated in our auditor’s report.

Assessment of Impairment Indicators of Exploration and Evaluation Assets (“E&E Assets”)

As described in Note 4 to the financial statements, the carrying amount of the Company’s E&E Assets was $nil as of June 30, 2024. As more fully described in Note 3 to the financial statements, management assesses E&E Assets for indicators of impairment at each reporting period.

A member of Nexia International
1200 - 609 Granville Street, P.O. Box 10372, Pacific Centre, Vancouver, B.C., Canada V7Y 1G6
Telephone (604) 687-0947 Davidson-co.com

The principal considerations for our determination that the assessment of impairment indicators of the E&E Assets is a key audit matter are that there was judgment made by management when assessing whether there were indicators of impairment for the E&E Assets, specifically relating to the assets' carrying amount which is impacted by the Company's intent and ability to continue to explore and evaluate these assets. This in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures to evaluate audit evidence relating to the judgments made by management in their assessment of indicators of impairment that could give rise to the requirement to prepare an estimate of the recoverable amount of the E&E Asset.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements. Our audit procedures included, among others:

Evaluating management's assessment of impairment indicators.
Evaluating the intent for the E&E Assets through discussion and communication with management.
Reviewing the Company's recent expenditure activity.
Assessing compliance with agreements and expenditure requirements including reviewing option agreements and vouching cash payments and share issuances.
Assessing the Company's rights to explore E&E Assets including sending confirmation requests to optionors to ensure good standing of agreements.
Obtaining, through government websites, confirmation of title to ensure mineral rights underlying the E&E Assets are in good standing.

Other Information

Management is responsible for the other information. The other information obtained at the date of this auditor's report includes Management's Discussion and Analysis.

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

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

We obtained Management's Discussion and Analysis prior to the date of this auditor's report. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with IFRS Accounting Standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current year ended and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partner on the audit resulting in this independent auditor's report is Catherine Tai.

Vancouver, Canada

Chartered Professional Accountants

September 13, 2024

Great Republic Mining Corp.

Statements of Financial Position

As at June 30

(Canadian dollars)

	2024	2023
ASSETS
Current
Cash	$ 265,463	$ 406,972
GST receivable	7,985	3,174
	273,448	410,146
Exploration advance	6,094	-
Exploration and evaluation asset (Note 4)	-	155,636
	$ 279,542	$ 565,782
LIABILITIES
Current
Trade payables and accrued liabilities	$ 22,913	$ 55,860
SHAREHOLDERS' EQUITY
Share capital (Note 5)	751,251	721,251
Contributed surplus (Note 5)	115,479	34,622
Accumulated deficit	(610,101)	(245,951)
	256,629	509,922
	$ 279,542	$ 565,782

Nature and continuance of operations (Note 1)

ON BEHALF OF THE BOARD:

"W. Fisher" _____, Director

"J. Huang" _____, Director

-The accompanying notes form an integral part of these financial statements-

Great Republic Mining Corp.

Statements of Loss and Comprehensive Loss
For the Years Ended June 30
(Canadian dollars)

	2024	2023
Expenses
Accounting, audit and legal	$ 47,905	$ 46,491
Consulting	500	-
Filing fees	13,071	12,113
Investor relations	(15,743)	53,771
Office and general	2,113	5,480
Share-based payments (Notes 5 and 6)		-
Transfer agent	80,857
Loss before other items	6,379	5,234
	(135,082)	(123,089)
Other Items
Impairment of exploration and evaluation asset (Note 4)	(228,786)	-
Loss on foreign exchange	(282)	-
Loss and comprehensive loss	$ (364,150)	$ (123,089)
Loss per share – basic and diluted	$ (0.02)	$ (0.01)
Weighted average number of shares outstanding – basic and diluted	17,172,843	16,762,330

-The accompanying notes form an integral part of these financial statements-

Great Republic Mining Corp.
Statements of Changes in Shareholders' Equity
For the Years Ended June 30
(Canadian dollars)

	Shares Outstanding		Share Capital	Contributed Surplus	Accumulated Deficit		Total Shareholders' Equity
Balance at June 30, 2022	16,660,001	$	702,622	$ 34,622	$(122,862)	$	614,382
Shares issued for property (Note 4)	150,000		11,250	-	-		11,250
Share issue cost recovery	-		7,379	-	-		7,379
Net loss for the year	-		-	-	(123,089)		(123,089)
Balance at June 30, 2023	16,810,001	$	721,251	$ 34,622	$(245,951)	$	509,922
Shares issued for property (Note 4)	400,000		30,000	-	-		30,000
Share-based payments	-		-	80,857	-		80,857
Net loss for the year	-		-	-	(364,150)		(364,150)
Balance at June 30, 2024	17,210,001	$	751,251	$ 115,479	$(610,101)	$	256,629

The accompanying notes form an integral part of these financial statements -

Great Republic Mining Corp.

Statements of Cash Flows

For the Years Ended June 30

(Canadian dollars)

Cash resources provided by / (used in)	2024	2023
Operating activities
Loss for the year	$ (364,150)	$ (123,089)
Items not involving cash
Share-based payments	80,857	-
Impairment of exploration and evaluation asset	228,786
Changes in non-cash working capital
GST receivable	(4,811)	(3,174)
Trade payables and accrued liabilities	(32,947)	22,293
	(92,265)	(103,970)
Investing activities
Exploration advances	(6,094)	-
Exploration and evaluation assets	(43,150)	(45,000)
	(49,244)	(45,000)
Financing activities
Share issue costs recovery	-	7,379
Net change in cash	(141,509)	(141,591)
Cash at the beginning of the year	406,972	548,563
Cash at the end of the year	$ 265,463	$ 406,972
Supplemental cash flow information
Shares issued for property	$ 30,000	$ 11,250
Cash paid for interest and income tax	$ -	$ -

-The accompanying notes form an integral part of these financial statements-

Great Republic Mining Corp.

Notes to the Financial Statements

June 30, 2024

(Canadian dollars)

1. Nature and continuance of operations

Great Republic Mining Corp. (the "Company") was incorporated under the British Columbia Business Corporations Act on September 4, 2020. The Company is listed on the Canadian Security Exchange under trading symbol "GRM". The Company is an exploration stage mining company with one exploration property, the Porcher Mineral Property located in the Skeena Mining Division, British Columbia, Canada (Note 4).

The principal address and registered office of the Company is 303 -543 Granville Street, Vancouver, British Columbia, Canada, V6C 1X8.

These financial statements have been prepared on the assumption that the Company will continue as a going concern, meaning it will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of business. The Company is an exploration stage mining company which has an accumulated deficit of $610,101 as at the year ended June 30, 2024. The Company is expected to incur further operating losses in the development of its business, all of which casts significant doubt about the Company's ability to continue as a going concern. The Company's ability to continue as a going concern is dependent upon the successful results from its business activities and its ability to raise equity capital or borrowings sufficient to meet current and future obligations. These financial statements do not include adjustments that may be necessary if the going concern principal is not appropriate.

There are many external factors that can adversely affect general workforces, economies, and financial markets globally. Examples include, but are not limited to, political conflict in other regions. It is not possible for the Company to predict the duration or magnitude of adverse results of such external factors and their effect on the Company's business or ability to raise funds.

2. Basis of Presentation

a) Statement of compliance

These financial statements have been prepared in accordance with IFRS Accounting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB").

The financial statements were authorized for issue by the Board of Directors on September 09, 2024.

b) Basis of measurement

These financial statements have been prepared on the historical cost basis except for certain financial instruments classified in accordance with measurement standards under IFRS, which include assets and liabilities measured at fair value. These financial statements are presented in Canadian dollars.

Great Republic Mining Corp.

Notes to the Financial Statements

June 30, 2024

(Canadian dollars)

3. Material Accounting Policy Information

a) Use of estimates and judgments

The Company makes estimates, judgments and assumptions about the future that affect the reported amounts of assets and liabilities. Estimates, judgments and assumptions are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions.

The effect of a change in an accounting estimate is recognized prospectively by including it in comprehensive income or loss in the period of the change, if the change affects that period only, or in the period of the change and future periods, if the change affects both.

Information about critical estimates and judgments in applying accounting policies that have the most significant risk of causing material adjustment to the carrying amounts of assets and liabilities recognized in the financial statements are discussed below:

i) Exploration and Evaluation Expenditures

The application of the Company's accounting policy for exploration and evaluation expenditures requires judgment in determining whether future economic benefits will flow to the Company, which may be based on assumptions about future events or circumstances. Estimates and assumptions made may change if new information becomes available. If, after expenditures are capitalized, information becomes available suggesting impairment, the amount capitalized is written off in profit or loss in the period the new information becomes available.

ii) Income Taxes

Judgment is required in determining the provision for income taxes and the recognition of deferred income taxes. There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. The Company recognizes liabilities and contingencies for anticipated tax audit issues based on the Company's current understanding of the tax laws. For matters where it is probable that an adjustment will be made, the Company records its best estimate of the tax liability including the related interest and penalties.

iii) Going Concern

As described in Note 1, management uses its judgment in determining whether the Company is able to continue as a going concern.

Great Republic Mining Corp.

Notes to the Financial Statements

June 30, 2024

(Canadian dollars)

3. Material Accounting Policy Information – continued

b) Cash

Cash includes cash at banks and on hand. Cash subject to restrictions is excluded.

c) Exploration and evaluation expenditures

Exploration and evaluation activity involves the search for mineral resources, the determination of technical feasibility and the assessment of commercial viability of an identified resource. Exploration and evaluation activity includes:

Acquiring the rights to explore;
Researching and analyzing historical exploration data;
Gathering exploration data through topographical, geological, geochemical and geophysical activities;
exploratory drilling, trenching and sampling;
determining and interpreting the tonnage and grade of the resource;
surveying transportation and infrastructure requirements; and,
compiling pre-feasibility and feasibility studies.

Capitalization of exploration and evaluation expenditures commences on acquisition of a beneficial interest or option in mineral rights. No amortization is charged during the exploration and evaluation phase as the asset is not available for use.

Exploration, development and field support costs directly related to mineral resources are deferred until the property to which they relate is developed for production, determined to be commercially viable, sold, abandoned or subject to a condition of impairment. Exploration and evaluation expenditures are transferred to mining assets when the technical feasibility and commercial viability of a mineral resource has been demonstrated and a development decision has been made and all necessary mine development permits issued.

Exploration and evaluation assets are assessed for impairment at each reporting period, or if facts and circumstances suggest that the carrying amount exceeds the recoverable value.

If an indicator of impairment exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment, if any. The recoverable amount is the higher of fair value less costs to sell and the value in use. Fair value is determined as the amount that would be obtained from the sale of the asset in an arm's length transaction between knowledgeable and willing parties. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount and the impairment loss is recognized in profit or loss for the year.

Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but to an amount that does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset in prior periods. A reversal of an impairment loss is recognized in profit or loss.

Great Republic Mining Corp.

Notes to the Financial Statements

June 30, 2024

(Canadian dollars)

3. Material Accounting Policy Information – continued

d) Financial Instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

The Company classifies its financial assets in the following measurement categories:

Those to be measured subsequently at fair value (either through Other Comprehensive Income ("OCI"), or through profit or loss); and
Those to be measured at amortized cost

The classification depends on the Company's business model for managing the financial assets and the contractual terms of the cash flows. For assets measured at fair value, gains and losses are either recorded in profit or loss or OCI.

At present, the Company classifies all financial assets, being cash and GST receivable as held at amortized cost.

Measurement

At initial recognition, the Company measures a financial asset at its fair value plus transaction costs that are directly attributable to the acquisition of the financial asset; or in the case of a financial asset not at fair value, through profit or loss ("FVTPL"). Transaction costs of financial assets carried at FVTPL are expensed in profit or loss. Financial assets are considered in their entirety when determining whether their cash flows are solely payment of principal and interest.

Subsequent measurement of financial assets depends on their classification. There are three measurement categories under which the Company classifies its debt instruments:

Amortized cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortized cost. A gain or loss on a debt investment that is subsequently measured at amortized cost is recognized in profit or loss when the asset is derecognized or impaired. Interest income from these financial assets is included as finance income using the effective interest rate method.
Fair value through OCI ("FVOCI"): Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets' cash flows represent solely payments of principal and interest, are measured at FVOCI.
Fair value through profit or loss: Assets that do not meet the criteria for amortized cost or FVOCI are measured at FVTPL. A gain or loss on an instrument that is subsequently measured at FVTPL is recognized in profit or loss.

Great Republic Mining Corp.

Notes to the Financial Statements

June 30, 2024

(Canadian dollars)

3. Significant Accounting Policies – continued

d) Financial Instruments – continued

Financial liabilities

The Company classifies its financial liabilities into the following categories: financial liabilities at FVTPL and amortized cost.

A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative, or it is designated as such on initial recognition. Directly attributable transaction costs are recognized in profit or loss as incurred. The fair value changes to financial liabilities at FVTPL are recognized in profit or loss. The Company does not designate any financial liabilities as FVTPL.

Other non-derivative financial liabilities are initially measured at fair value less any directly attributable transaction costs. Subsequent to initial recognition, these liabilities are measured at amortized cost using the effective interest method. Trade payables are classified at amortized cost.

e) Income (loss) per share

Basic income (loss) per share is computed by dividing the net income (loss) to common shareholders by the weighted average number of shares outstanding during the reporting period. Diluted income (loss) per share is computed by the treasury stock method. Under the treasury stock method, the weighted average number of common shares outstanding for the calculation of diluted income (loss) per share assumes that the proceed to be received on the exercise of dilutive share options and warrants are used to repurchase common shares at the market average during the year.

f) Income taxes

Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used are those that are substantively enacted by the end of the reporting date.

Deferred income tax is provided for temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting. The change in the net deferred income tax asset or liability is included in income except for deferred income tax relating to equity items which is recognized directly in equity. The income tax effects of differences in the periods when revenue and expenses are recognized, in accordance with Company's accounting practices, and the periods they are recognized for income tax purposes are reflected as deferred income tax assets or liabilities. Deferred income tax assets and liabilities are measured using the substantively enacted statutory income tax rates which are expected to apply to taxable income in the years in which the assets are realized or the liabilities settled.

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. To the extent that the Company does not consider it probable that a deferred tax asset will be recovered, it does not recognize the deferred tax asset.

Great Republic Mining Corp.

Notes to the Financial Statements

June 30, 2024

(Canadian dollars)

3. Significant Accounting Policies – continued

f) Income taxes – continued

Deferred income tax assets and liabilities are offset only if a legally enforceable right exists to offset current tax assets against liabilities and the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on the same taxable entity and are intended to be settled on a net basis.

The determination of current and deferred taxes requires interpretations of tax legislation, estimates of expected timing of reversal of deferred tax assets and liabilities, and estimates of future earnings.

g) Share capital and share issuance costs

Costs directly attributable to the raising of capital are charged against the related share capital. Costs related to shares not yet issued are recorded as deferred share issuance costs. These costs are deferred until the issuance of the shares to which the costs relate, at which time the costs will be charged against the related share capital or charged to profit or loss if the shares are not issued.

When the Company issue shares with a warrant attached, the Company allocates the transaction price proportionately based on the relative fair value of each instrument, being the common share and the warrant, at grant date. The fair value of warrants is determined by using the Black-Scholes Option Pricing Model. The value assigned to the common share is recorded in share capital and the value assigned to the warrants is recorded within the reserves. If and when the warrants are exercised, the applicable original amounts of reserve for warrants are transferred to issued capital. The proceeds generated from the payment of the exercise price are also allocated to issued capital.

h) Share-based compensation

The fair value of the share-based compensation awards for stock options and compensation warrants is determined at the date of grant using the Black-Scholes Option Pricing Model. The fair value of the award is charged to profit or loss (unless they are considered to be share issuance costs in which case they are booked as a reduction to share capital) and credited to the share-based compensation and warrant reserve (within Shareholders' Equity on the Statement of Financial Position) rateably over the vesting period, after adjusting for the number of awards that are expected to vest. Expenses recognized for forfeited unvested awards are reversed. For awards that are cancelled, any expense not yet recognized is recognized in profit or loss. Where the terms of an equity-settled award are modified, as a minimum, an expense is recognized as if the terms had not been modified over the original vesting period. In addition, an expense is recognized for any modification which increases the total fair value of the share-based payment arrangement as measured at the date of modification, over the remainder of the vesting period.

Equity-based compensation issued to non-employees for services performed is recorded at the fair value of the services performed unless this value cannot be determined reliably in which case the compensation issued is valued with reference to the fair value of the equity instruments granted. This compensation is recorded on the date the services are performed.

Great Republic Mining Corp.

Notes to the Financial Statements

June 30, 2024

(Canadian dollars)

3. Significant Accounting Policies – continued

i) New accounting standards adopted

During the year ended June 30, 2024, the Company adopted the following amendments:

IAS 1 Presentation of Financial Statements:

As at July 1, 2023, the Company adopted amendments made to IAS 1 and IFRS Practice Statement 2 Making Materiality Judgements in which guidance and examples are provided to help entities apply materiality judgements to accounting policy disclosures. The adoption of this amendment did not have a material impact on the Company's financial statements.

IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors:

As at July 1, 2023, the Company adopted amendments made to IAS 8 which introduce a definition of accounting estimates and provide other clarifications to help entities distinguish accounting policies from accounting estimates. The adoption of this amendment did not have a material impact on the Company's financial statements.

j) New accounting standards, interpretations and amendments not yet effective

IFRS 18 Presentation and Disclosure in Financial Statements, which will replace IAS 1, Presentation of Financial Statements aims to improve how companies communicate in their financial statements, with a focus on information about financial performance in the statement of profit or loss, in particular additional defined subtotals, disclosures about management-defined performance measures and new principles for aggregation and disaggregation of information. IFRS 18 is accompanied by limited amendments to the requirements in IAS 7 Statement of Cash Flows. IFRS 18 is effective from January 1, 2027. Companies are permitted to apply IFRS 18 before that date. The Company has not yet determined the impact of these amendments on its financial statements.

Great Republic Mining Corp.
Notes to the Financial Statements
June 30, 2024
(Canadian dollars)

Exploration and evaluation asset

ACQUISITION COSTS
Balance, June 30, 2023 $ 116,250
Cash option payments 7,500
Shares for property 30,000
Impairment of exploration and evaluation asset (153,750)
Balance, June 30, 2024 $ -

EXPLORATION COSTS
Balance, June 30, 2023 $ 39,386
Assay 3,109
Field work 32,541
Impairment of exploration and evaluation asset (75,036)
Balance, June 30, 2024 $ -

CARRY VALUE
Balance, June 30, 2023 $ 155,636
Balance, June 30, 2024 $ -

ACQUISITION COSTS
Balance, June 30, 2022 $ 60,000
Cash option payments 45,000
Shares for property 11,250
Balance, June 30, 2023 $ 116,250

EXPLORATION COSTS
Balance, June 30, 2022 and 2023 $ 39,386

CARRY VALUE
Balance, June 30, 2022 $ 99,386
Balance, June 30, 2023 $ 155,636

Great Republic Mining Corp.
Notes to the Financial Statements
June 30, 2024
(Canadian dollars)

Exploration and evaluation asset – continued

On May 17, 2021, and subsequently amended September 15, 2021, October 24, 2022, May 1, 2023 and April 4, 2024, the Company entered into an option agreement on the Porcher Mineral Property in the Skeena Mining Division in British Columbia Canada. The Company can earn a 100% interest in the property by completing the following requirements:

i) Exploration expenditures of $1.6 million as follows:
- $40,000 on or before June 1, 2023;
- $60,000 on or before December 31, 2023;
- $250,000 on or before December 7, 2025;
- $500,000 on or before December 7, 2026; and
- $750,000 on or before December 7, 2027.

ii) Issuance of 2,700,000 common shares as follows:
- 300,000 shares on or before listing (issued);
- 150,000 shares per the December 27, 2022 amended agreement (issued);
- 400,000 shares on or before June 7, 2023 (issued);
- 500,000 shares on or before June 7 2024 (issued subsequently); and
- 300,000 shares per the April 4, 2024 amended agreement (issued subsequently); and
- 1,050,000 shares on or before June 7, 2026.

ii) Cash payments
- $6,000 within 5 days of signing agreement (paid);
- $24,000 on or before the date of listing (paid); and
- $45,000 on or before December 31, 2022 (paid).

Great Republic Mining Corp.

Notes to the Financial Statements

June 30, 2024

(Canadian dollars)

4. Exploration and evaluation asset – continued

The property is subject to a 2% Net Smelter Return ("NSR"), provided that the Company may purchase one-half of the NSR for total consideration of $1.0 million at any time prior to such time when:

i) The concentrator processing ore, for other than testing purposes, has operated for a period of 45 consecutive days at an average rate of not less than 70% of design capacity; or

ii) If a concentrator is not erected on the property, when ore have been produced for a period of 45 consecutive production days at a rate of not less than 70% of the mining rate specified in and study a mine plan recommending placing the property into production.

On December 27, 2022, the Company approved an amendment to the Porcher option agreement. Under the agreement terms of the amendment, the Company agreed to issue an aggregate of 150,000 shares to the optionors in consideration for the deferral of the exploration expenditures for 2022, with $40,000 to be completed by June 1, 2023 and $60,000 by December 31, 2023. The revised total number of shares to be issued is 2,400,000.

On December 20, 2023, the Company approved an amendment to its property option agreement. Under the terms of the amendment, the Company agreed to pay $7,500 to the property optionors ($2,500 to each optionor) in consideration of the deferral of $40,000 exploration expenditures to December 31, 2024.

On April 4, 2024, the Company approved an amendment to its property option agreement. Under the terms of the amendment, the Company agreed to issue an additional 300,000 shares for the deferral of work program by one additional year. The revised total number of shares to be issued is 2,700,000.

As at June 30, 2024, management determined that it will not pursue with the Porcher Property and consequently impaired the property to $nil.

5. Equity

a) Share capital

Authorised share capital consists of an unlimited number of common shares without par value.

At June 30, 2024 there were 17,210,001 (2023 – 16,810,001) issued and fully paid common shares of which 1,106,250 (2023 – 1,106,250) common shares held in escrow.

Great Republic Mining Corp.
Notes to the Financial Statements
June 30, 2024
(Canadian dollars)

Equity – continued

b) Agents options

As at June 30, 2024, the following agents options were outstanding and exercisable:

	Number Of Agents Options	Weighted Average Exercise Price
Balance – June 30, 2022 and 2023	550,200	$ 0.10
Expired	(550,200)	0.10
Balance – June 30, 2024	-	$ -

c) Stock options

The Company has established a stock option plan whereby the board of directors may, from time to time, grant options to directors, officers, employees or consultants. Under the terms of the Company's stock option plan, the maximum number of shares reserved for issuance is 10% of the issued shares of the Company on a rolling basis. Options granted must be exercised on a date no later than ten years from date of grant or extension or such lesser period as determined by the Company's board of directors or as required by the Canadian Securities Exchange. The exercise price of an option is not less than the closing price on the Exchange on the last trading day preceding the grant.

Stock option transactions and the number of stock options outstanding are summarized as follows:

	Number of Options	Weighted Average Exercise Price
Balance, June 30, 2022 and 2023		$ -
Granted	1,500,000	0.12
Balance, June 30, 2024	1,500,000	$ 0.12

As at June 30, 2024, the following stock options were outstanding:

Number of Options	Exercise Price ($)	Expiry Date	Number of Options Exercisable
1,500,000	0.12	October 31, 2028	1,000,000

Great Republic Mining Corp.
Notes to the Financial Statements
June 30, 2024
(Canadian dollars)

Equity – continued

During the year ended June 30, 2024, the Company granted 1,500,000 stock options to directors, officers and consultants of the Company at an exercise price of $0.12 per common share for with a term of 5 years. The Company recognized $80,857 (year ended June 30, 2023 - $Nil) in share-based payments with respect to options vested during the year. The following weighted average assumptions were used for the Black-Scholes valuation of stock options granted:

	Year ended June 30, 2024	Year ended June 30, 2023
Weighted average discount rate	4.12%	-
Expected life of options	5 Years	-
Expected volatility	123.50%	-
Weighted average fair value per option granted	$0.06	-

Related party transactions

The Company considers key management personnel to consist of its directors and officers.

During the year ended June 30, 2024, the Company issued 1,400,000 (2023 - Nil) stock options to its directors and officers (Note 5). The Company recognized a total of $75,466 (2023 - $Nil) of share-based compensation expense to related parties, for portion of options that vested during the year ended June 30, 2024.

There were no related party transactions during the year ended June 30, 2023.

Financial instruments

Fair value

The Company’s financial instruments consist of cash, GST receivable and trade payables. The fair value of these financial instruments approximates their carrying values due to the short-term nature of these instruments and are carried at amortized cost.

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities;
Level 2 - Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and
Level 3 - Inputs that are not based on observable market data.

Great Republic Mining Corp.

Notes to the Financial Statements

June 30, 2024

(Canadian dollars)

7. Financial instruments – continued

Fair value - continued

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 processes, 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 provided as follows:

Credit risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company's primary exposure to credit risk is on cash held in bank accounts. This risk is managed by using major banks that are high credit quality financial institutions as determined by rating agencies. GST receivable is due from the federal government and is exposed to minimum credit risk.

Liquidity risk

The Company's sole source of funding has been the issuance of equity securities for cash, primarily through private placements. The Company's access to financing is always uncertain. There can be no assurance of continued access to significant equity funding. Liquidity risk is assessed as high.

Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not exposed to interest rate risk.

Capital Management

There were no changes in the Company's approach to capital management during the year ended June 30, 2024. The Company is not subject to any externally imposed capital requirements.

Great Republic Mining Corp.
Notes to the Financial Statements
June 30, 2024
(Canadian dollars)

Income taxes

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

	2024		2023
Loss for the year	$	(364,150)	$ (123,089)
Expected income tax (recovery)	$	(98,000)	$ (33,234)
Share issue cost		-	1,992
Change in unrecognized deductible temporary		98,000	31,242
Total income tax expense (recovery)	$	-	$ -

The significant components of the Company's deferred tax assets that have not been included on the statement of financial position are as follows:

	2024	2023
Deferred tax assets (liabilities)
Exploration and evaluation assets	62,000	-
Share issue costs	22,000	34,000
Non-capital losses	138,000	90,000
	222,000	124,000
Unrecognized deferred tax assets	(222,000)	(124,000)
Net deferred tax assets	$ -	$ -

The significant components of the Company's temporary differences, unused tax credits and unused tax losses that have not been included on the statement of financial position are as follows:

Temporary Differences	2024	Expiry Date Range	2023	Expiry Date Range
Share issue costs	82,000	2045 to 2047	125,211	2044 to 2047
Non-capital losses	512,000	2041 to 2044	334,280	2041 to 2043

Segmented Information

The company operates in one segment, being the exploration of mineral property. All of the Company's non-current assets are located in Canada.

Great Republic Mining Corp.
Management's Discussion and Analysis
For The Year Ended June 30, 2024

Corporate Overview

Great Republic Mining Corp. (the "Company" or "GRM") is engaged in the business of mineral exploration and the acquisition of mineral property assets. Its objective is to locate and develop economic precious and strategic metal properties of merit and to conduct its current exploration program on the Porcher Island Project (the "Property"). GRM intends to fund the exploration of the Property and its initial commitments thereon using the proceeds of its prior private placement financings and the proceeds of its Initial Public Offering (the "IPO") of 7,860,000 shares @0.10 which closed June 8, 2022.

Porcher Island Project

Ridgeline Exploration Services of Kelowna, British Columbia was engaged to carry out a mineral exploration program on the Property in 2019. This included a total of 472.48 line kilometre helicopter-borne magnetic survey over the property (Friesen, 2019). The results of the helicopter-borne magnetic survey highlighted two large, roughly concentric, magnetic high anomalies in the central portion of the survey area. The northern anomaly is slightly elongated in the north-south direction, with dimensions of roughly 2.6 by 2.6 kilometres with magnetic intensities ranging up to 57,145nT. The southern anomaly is roughly 2 by 3 kilometres and is slightly elongated in an east-west direction with magnetic intensities ranging up to 57,145nT Friesen, 2019). In 2019, Ridgeline Exploration Services also undertook a prospecting and rock sampling program on the Property focused on the magnetic high anomalies identified during the helicopter-borne magnetic survey. A total of 61 rocks were collected during the campaign, many which returned anomalous iron, titanium, and vanadium results from various mafic intrusive units (ranging from metagabbros to metadiorites). 11 of the 61 selective outcrop grab samples returned >0.20% V205 with individual results up to 0.42% V205, including 47.8% Fe and 2.69% Ti (Friesen, 2019).

Recommendations

According to the 43-101 report on the Porcher Property, by Derrick Strickland, P. Geo., prepared February 17, 2022, the character of the Porcher Property warrants the following work program:

A property-wide program of geological mapping, hand trenching in the area of the high vanadium values, and detailed drone magnetics over areas of interest.
High-resolution (25m line spacing) drone magnetic data is required over the mineralized target zones. This data will outline zones of increased magnetite quantities within the gabbros as well as highlight any possible structural zones related to cumulate horizon emplacement.
Detailed mapping of the area and trenching will be conducted at the same time. The estimated cost of this first phase program is $197,560.

Currently 80% of vanadium is used as an addition for steel as well as in a number of other products. Recent studies using vanadium redox flow batteries suggest that they are well suited to storing and capturing renewable energy, charging much faster than lithium batteries. There appears to be a growing market for vanadium as imports and prices continue to rise in China indicating strong ongoing demand, and low vanadium stocks. As China, Russia and South Africa are principal suppliers of vanadium there is a realistic expectation that the shortfall will not be relieved in the near future.

In an article in 2022 in the Canadian Mining Journal the Porcher Island Project was identified as one of only twenty three Vanadium properties in all of Canada. The Canadian government has recently designed titanium as a critical mineral.

The Option Agreement (the Agreement*)

The Company entered into the Agreement on the Property whereby the Company was granted an irrevocable and exclusive option to acquire a 100% interest in the Property, consisting of the nine contiguous mineral titles covering an area of 3560.4 hectares in the northwest part of British Columbia, Canada, approximately 40 kilometers southwest of the city of Prince Rupert on Porcher Island. The particulars of the option agreement are described in greater detail below. The Company can earn a 100% interest in the property by completing the following requirements:

Exploration expenditures of $1.6 million as follows:

$40,000 on or before June 1, 2023;
$60,000 on or before December 31, 2023;
$250,000 on or before December 7, 2025;
$500,000 on or before December 7, 2026; and
$750,000 on or before December 7, 2027.

Issuance of 2,700,000 common shares as follows:

300,000 shares on or before listing; (issued)
150,000 shares per the December 27, 2022 amended agreement; (issued)
400,000 shares on or before June 7, 2023 (issued);
500,000 shares on or before June 7 2024 (issued subsequently); and
300,000 shares per the April 4, 2024 amended agreement (issued subsequently); and
1,050,000 shares on or before June 7, 2026.

Cash payments of $75,000 as follows:

$6,000 within 5 days of signing agreement (paid);
$24,000 on or before the date of listing (paid); and
$45,000 on or before December 31, 2022 (paid).

Once the Company has paid the option consideration in full, then it shall be deemed to have earned a 100% undivided interest in the Property, subject to a 2% net smelter returns royalty ("NSR") on the Property. The Company will have the right to purchase 50% of the NSR for $1,000,000.

On December 27, 2022, the Company approved an amendment to its property option agreement. Under the terms of the amendment, the Company agreed to issue an aggregate 150,000 shares to the property optionors (50,000 shares to each optionor) in consideration of the deferral of exploration expenditures to 2023, with $40,000 to be completed by June 1, 2023, and the balance of $60,000 by December 31, 2023.

As at June 30, 2024, management determined that it will not pursue with the Porcher Property and consequently impaired the property to $nil.

The shares issued to the optionors bear a hold period of four months and one day from the date of issuance and are subject to the Company's filing requirements with the Canadian Securities Exchange.

Financial Discussion:

Quarter Ended June 30, 2024

The loss for the three-month period ended June 30, 2024 was $228,231 (2023 - $49,500).

During the period, the variance was largely due to:
- Accounting, audit and legal of $22,365 (2023 - $6,301)
- Share-based payments of $12,550 (2023 - $Nil)
- Write-down of exploration and evaluation asset of $228,786 (2023 - $Nil)

Year Ended June 30, 2024

The loss for the year ended June 30, 2024 was $364,150 (2023 - $123,089).

During the year, the variance was largely due to:
- Accounting, audit and legal of $47,905 (2023 - $46,491)
- Share-based payments of $80,857 (2023 - $Nil)
- Write-down of exploration and evaluation asset of $228,786 (2023 - $Nil)

Summary of Quarterly Results

The following table presents our unaudited quarterly results for each of the last eight quarters.

	For the Three Months Ended ($)
	June. 30 2024	Mar. 31 2024	Dec. 31 2023	Sept. 30 2023	June 30 2023	Mar. 31 2023	Dec. 31 2022	Sept. 30 2022
Revenue	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Loss and comprehensive loss	228,231	37,709	89,950	8,260	49,500	10,320	20,078	43,191
Loss per share - basic and diluted	(0.01)	(0.00)	(0.01)	(0.00)	(0.00)	(0.00)	(0.00)	(0.00)
Total assets	279,542	538,979	552,426	592,728	565,782	570,743	577,012	598,648
Total liabilities	22,913	66,669	65,130	61,066	55,860	11,321	7,270	20,078

Liquidity, Financial Position and Capital Resources

Working Capital and Cash Flow

Working capital at June 30, 2024 was $250,535 (2023 - $354,286). Cash at June 30, 2024 was $265,463 (2023 - $406,972). Cash used in operations for the year ended June 30, 2024 was $92,265 (2023 - $103,970) primarily due to the loss for the period as the Company incurred ongoing administrative costs.

Outstanding Share Data	# of Shares	Exercise Price	Expiry Date
Issued and outstanding common shares	18,010,001
Stock options	1,500,000	$0.12	October 31, 2028
Fully diluted	19,510,001

In October 2023, the Company granted 1,500,000 stock options to directors and officers of the Company at an exercise price of $0.12 per common share for 5 years.

Related Party Transactions

The Company considers key management personnel to consist of its directors and officers.

During the year ended June 30, 2024, the Company issued 1,400,000 (2023 – Nil) stock options to its directors and officers (Note 5). The Company recognized a total of $75,466 (2023 - $Nil) of share-based compensation expense to related parties, for portion of options that vested during the year ended June 30, 2024.

There were no related party transactions during the year ended June 30, 2023.

Changes in Accounting Policies

Adoption of new and amended accounting standards please refer to the June 30, 2024, Financial Statements.

Proposed Transaction

The Company has not entered into any undisclosed proposed transaction as at the date of this MD&A.

Off-balance sheet arrangements

The Company has no off-balance sheet arrangements.

Financial Risks

Going Concern:

The financial statements have been prepared on the assumption that the Company will continue as a going concern, meaning it will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of business. Great Republic Mining Corp. is an exploration stage mining company which has an accumulated deficit of $610,101 as at June 30, 2024. The Company is expected to incur further operating losses in the development of its business, all of which casts significant doubt about the Company's ability to continue as a going concern. The Company's ability to continue as a going concern is dependent upon the successful results from its business activities and its ability to raise equity capital or borrowings sufficient to meet current and future obligations. The condensed interim financial statements do not include adjustments that may be necessary if the going concern principal is not appropriate.

COVID-19:

During the first calendar quarter of 2020, the COVID-19 outbreak was declared a pandemic by the World Health Organization; this has resulted in changes in global supply and demand of certain mineral and energy products. These changes, including a potential economic downturn and any potential resulting direct and indirect negative impact to the Company cannot yet be determined, but they could have a prospective material impact to the Company's exploration activities and ability to raise financing and therefore the Company's cash flows and liquidity. The situation is dynamic and the ultimate duration and magnitude of the impact on the economy and the Company are not known at this time.

Financial instruments and Management of Financial Risk:

Financial assets and liabilities

The Company's financial instruments consist of cash and trade payables. Cash and trade payables are measured at amortized cost.

Financial instrument risk exposure

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 processes, 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 provided as follows:

Credit 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 ensures that there are sufficient funds to meet its short-term business requirements, taking into account its anticipated cash flows from operations and its holdings of cash. The Company's sole source of funding has been the issuance of equity securities for cash, primarily through private placements. The Company's access to financing is always uncertain. There can be no assurance of continued access to significant equity funding. Liquidity risk is assessed as high.

Interest rate risk:

Capital Risks:

The Company's policy is to maintain a strong capital base so as to maintain investor and creditor confidence and to sustain future development of the business. The capital structure of the Company consists of equity and cash. There were no changes in the Company's approach to capital management during the year ended June 30, 2024. The Company is not subject to any externally imposed capital requirements.

Operational Risk:

The nature of the Company's business is demanding capital for property acquisition costs, exploration and development activities. The acquisition or discovery of an economic mineral deposit on its mineral properties may have a favourable effect on the Company's liquidity. Conversely, the failure to acquire or find one may have a negative effect. The major sources of liquidity will be the capital markets and project financing. The Company will be dependent upon adequate financing and investor support to meet its growth objectives.

The Property is located in a remote situation on an Island on British Columbia's North West Coast. Incremental weather, or other environmental issues may delay or interrupt activities.

Political, Regulatory and Security Issues:

The Company's activities are subject to control and scrutiny by several levels of government, various departments within each level, and corporate, environmental and mining regulations. Permissions must also be secured from local people, First Nations for exploration and drilling permits, water and land surface use rights. Consequently, in carrying out its activities the Company may be exposed to a large array of conditions.

NOTE REGARDING FORWARD-LOOKING STATEMENTS

Except for historical information, this MD&A may contain forward-looking statements. These statements involve known and unknown risks, uncertainties, and other factors that may cause the Company's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievement expressed or implied by these forward-looking statements. The factors that could cause actual results to differ materially include, but are not limited to, the following: general economic conditions; changes in financial markets; the impact of exchange rates; political conditions and developments in countries in which the Company operates; changes in the supply, demand and pricing of the metal commodities which the Company mines or hopes to find and successfully mine; changes in regulatory requirements impacting the Company's operations; pandemics; the ability to properly and efficiently staff the Company's operations; the sufficiency of current working capital and the estimated cost and availability of funding for the continued exploration and development of the Company's exploration properties. This list is not exhaustive and these and other factors should be considered carefully, and readers should not place undue reliance on the Company's forward-looking statements. As a result of the foregoing and other factors, no assurance can be given as to any such future results, levels of activity or achievements and neither the Company nor any other person assumes responsibility for the accuracy and completeness of these forward-looking statements.

On behalf of the Board of Directors, "William Fisher"

President and Chief Executive Officer

September 13, 2024

GREAT REPUBLIC MINING CORP.

(An Exploration Stage Company)

CONDENSED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED
September 30, 2024 AND 2023

(Canadian dollars)

(Unaudited – Prepared by Management)

NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS

Under National Instrument 51-102, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor.

The accompanying unaudited condensed interim financial statements of the Company have been prepared by and are the responsibility of the Company's management.

The Company's independent auditor has not performed a review of these financial statements in accordance with standards established by the Chartered Professional Accountants of Canada for a review of interim financial statements by an entity's auditor.

Great Republic Mining Corp.

Condensed Interim Statements of Financial Position

(Canadian dollars)

(Unaudited – Prepared by Management)

As at

	September 30, 2024	June 30, 2024
ASSETS
Current
Cash	$ 237,873	$ 265,463
GST receivable	8,438	7,985
	246,311	273,448
Exploration advance	6,094	6,094
	$ 252,405	$ 279,542
LIABILITIES
Current
Trade payables and accrued liabilities	$ 7,464	$ 22,913
SHAREHOLDERS' EQUITY
Share capital (Note 5)	769,951	751,251
Contributed surplus (Note 5)	123,109	115,479
Accumulated deficit	(648,119)	(610,101)
	244,941	256,629
	$ 252,405	$ 279,542

Nature and continuance of operations (Note 1)

ON BEHALF OF THE BOARD:

"W. Fisher" _____, Director

"J. Huang" _____, Director

The accompanying notes form an integral part of these condensed interim financial statements-

Great Republic Mining Corp.

Condensed Interim Statements of Loss and Comprehensive Loss

For the Three Months Ended September 30

(Canadian dollars)

(Unaudited – Prepared by Management)

	2024	2023
Expenses
Accounting, audit and legal	$ 4,500	$ 4,500
Filing fees	5,482	2,250
Office and general	314	362
Share-based payments (Notes 5 and 6)	7,630	-
Transfer agent	1,392	1,148
Loss before other items	(19,318)	(8,260)
Other Items
Impairment of exploration and evaluation asset (Note 4)	(18,700)	-
Loss and comprehensive loss	$ (38,018)	$ (8,260)
Loss per share – basic and diluted	$ (0.00)	$ (0.00)
Weighted average number of shares outstanding – basic and diluted	17,535,001	17,062,175

-The accompanying notes form an integral part of these condensed interim financial statements-

Great Republic Mining Corp.

Condensed Interim Statements of Changes in Shareholders' Equity

For the Three Months Ended September 30

(Canadian dollars)

(Unaudited – Prepared by Management)

	Shares Outstanding		Share Capital	Contributed Surplus	Accumulated Deficit		Total Shareholders' Equity
Balance at June 30, 2023	16,810,001	$	721,251	$ 34,622	$(245,951)	$	509,922
Shares issued for property (Note 4)	400,000		30,000	-	-		30,000
Net loss for the period	-		-	-	(8,260)		(8,260)
Balance at September 30, 2023	17,210,001	$	751,251	$ 34,622	$(254,211)	$	531,662
Balance at June 30, 2024	17,210,001		751,251	115,479	(610,101)		256,629
Shares issued for property (Note 4)	1,220,000		18,700	-	-		18,700
Share-based payments	-		-	7,630	-		7,630
Net loss for the period	-		-	-	(38,018)		(38,018)
Balance at September 30, 2024	18,430,001	$	769,951	$ 123,109	$(648,119)	$	244,941

The accompanying notes form an integral part of these condensed interim financial statements -

Great Republic Mining Corp.

Condensed Interim Statements of Cash Flows
For the Three Months Ended September 30
(Canadian dollars)
(Unaudited – Prepared by Management)

Cash resources provided by / (used in)	2024	2023
Operating activities
Loss for the period	$ (38,018)	$ (8,260)
Items not involving cash
Impairment of exploration and evaluation asset	18,700	-
Share-based payments	7,630	-
Changes in non-cash working capital
GST receivable	(453)	(395)
Trade payables and accrued liabilities	(15,449)	5,206
	(27,590)	(3,449)
Investing activities
Exploration advances	-	(40,000)
	-	(40,000)
Net change in cash	(27,590)	(43,449)
Cash at the beginning of the period	265,463	406,972
Cash at the end of the period	$ 237,873	$ 363,523
Supplemental cash flow information
Shares issued for property	$ 18,700	$ 30,000
Cash paid for interest and income tax	$ -	$ -

-The accompanying notes form an integral part of these condensed interim financial statements-

Great Republic Mining Corp.

Notes to the Condensed Interim Financial Statements

September 30, 2024

(Canadian dollars)

(Unaudited – Prepared by Management)

1. Nature and continuance of operations

The principal address and registered office of the Company is 303-543 Granville Street, Vancouver, British Columbia, Canada, V6C 1X8.

These condensed interim financial statements have been prepared on the assumption that the Company will continue as a going concern, meaning it will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of business. The Company is an exploration stage mining company which has an accumulated deficit of $648,119 as at September 30, 2024. The Company is expected to incur further operating losses in the development of its business, all of which casts significant doubt about the Company's ability to continue as a going concern. The Company's ability to continue as a going concern is dependent upon the successful results from its business activities and its ability to raise equity capital or borrowings sufficient to meet current and future obligations. These condensed interim financial statements do not include adjustments that may be necessary if the going concern principal is not appropriate.

2. Basis of Presentation

a) Statement of compliance

These condensed interim financial statements, including comparatives, have been prepared in accordance with IAS 34, Interim Financial Reporting, as issued by the International Accounting Standards Board ("IASB") and the interpretations of the International Financial Reporting Interpretations Committee ("IFRIC"). They do not include all disclosures required by IFRS Accounting Standards ("IFRS") for annual financial statements, and, therefore, should be read in conjunction with the Company's audited financial statements for the year ended June 30, 2024, prepared in accordance with IFRS as issued by the IASB.

The condensed interim financial statements were authorized for issue by the Board of Directors on November 14, 2024.

b) Basis of measurement

These condensed interim financial statements have been prepared on the historical cost basis except for certain financial instruments classified in accordance with measurement standards under IFRS, which include assets and liabilities measured at fair value. These condensed interim financial statements are presented in Canadian dollars.

Great Republic Mining Corp.

Notes to the Condensed Interim Financial Statements

September 30, 2024

(Canadian dollars)

(Unaudited – Prepared by Management)

3. Material Accounting Policy Information

a) Use of estimates and judgments

i) Exploration and Evaluation Expenditures

The application of the Company’s accounting policy for exploration and evaluation expenditures requires judgment in determining whether future economic benefits will flow to the Company, which may be based on assumptions about future events or circumstances. Estimates and assumptions made may change if new information becomes available. If, after expenditures are capitalized, information becomes available suggesting impairment, the amount capitalized is written off in profit or loss in the period the new information becomes available.

ii) Income Taxes

Judgment is required in determining the provision for income taxes and the recognition of deferred income taxes. There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. The Company recognizes liabilities and contingencies for anticipated tax audit issues based on the Company’s current understanding of the tax laws. For matters where it is probable that an adjustment will be made, the Company records its best estimate of the tax liability including the related interest and penalties.

iii) Going Concern

As described in Note 1, management uses its judgment in determining whether the Company is able to continue as a going concern.

Great Republic Mining Corp.
Notes to the Condensed Interim Financial Statements
September 30, 2024
(Canadian dollars)
(Unaudited – Prepared by Management)

Material Accounting Policy Information – continued

The accounting policies applied by the Company in these condensed interim financial statements are the same as those applied by the Company as at and for the year ended June 30, 2024.

Exploration and evaluation asset

ACQUISITION COSTS
Balance, June 30, 2024 $ - Shares for property 18,700
Balance, September 30, 2024 $ 18,700
Impairment of exploration and evaluation asset (18,700)
Balance, September 30, 2024 $ - CARTY VALUE
Balance, June 30, 2024 $ - Balance, June 30, 2024 $ - EXPLORATION COSTS
Balance, June 30, 2023 $ 116,250
Cash option payments 7,500
Shares for property 30,000
Impairment of exploration and evaluation asset (153,750)
Balance, June 30, 2024 $ - EXPLORATION COSTS
Balance, June 30, 2023 $ 39,386
Assay 3,109
Field work 32,541
Impairment of exploration and evaluation asset (75,036)
Balance, June 30, 2024 $ - CARTY VALUE
Balance, June 30, 2023 $ 155,636
Balance, June 30, 2024 $ -

Great Republic Mining Corp.
Notes to the Condensed Interim Financial Statements
September 30, 2024
(Canadian dollars)
(Unaudited – Prepared by Management)

Exploration and evaluation asset – continued

ii) Issuance of 3,120,000 common shares as follows:
- 300,000 shares on or before listing (issued);
- 150,000 shares per the December 27, 2022 amended agreement (issued);
- 400,000 shares on or before June 7, 2023 (issued);
- 500,000 shares on or before June 7, 2024 (issued);
- 300,000 shares per the April 4, 2024 amended agreement (issued);
- 420,000 shares per the September 20, 2024 amended agreement (issued); and
- 1,050,000 shares on or before June 7, 2026.

ii) Cash payments
- $6,000 within 5 days of signing agreement (paid);
- $24,000 on or before the date of listing (paid); and
- $45,000 on or before December 31, 2022 (paid).

Great Republic Mining Corp.

Notes to the Condensed Interim Financial Statements

September 30, 2024

(Canadian dollars)

(Unaudited – Prepared by Management)

4. Exploration and evaluation asset – continued

The property is subject to a 2% Net Smelter Return ("NSR"), provided that the Company may purchase one-half of the NSR for total consideration of $1.0 million at any time prior to such time when:

i) The concentrator processing ore, for other than testing purposes, has operated for a period of 45 consecutive days at an average rate of not less than 70% of design capacity; or

On September 20, 2024, the Company amended its property option agreement to issue an additional 420,000 shares in lieu of keeping the property current for 12 months upon termination of the property option agreement.

As at June 30, 2024 and September 30, 2024, management determined that it will not pursue with the Porcher Property and consequently impaired the property to $nil.

5. Equity

a) Share capital

Authorised share capital consists of an unlimited number of common shares without par value.

At September 30, 2024 there were 18,430,001 (June 30, 2024 – 17,210,001) issued and fully paid common shares of which 1,106,250 (June 30, 2024 – 1,106,250) common shares held in escrow.

Great Republic Mining Corp.
Notes to the Condensed Interim Financial Statements
September 30, 2024
(Canadian dollars)
(Unaudited – Prepared by Management)

Equity – continued

b) Agents options

As at September 30, 2024, the following agents options were outstanding and exercisable:

	Number Of Agents Options	Weighted Average Exercise Price
Balance – June 30, 2023	550,200	$ 0.10
Expired	(550,200)	0.10
Balance – June 30, 2024 and September 30, 2024	-	$ -

c) Stock options

Stock option transactions and the number of stock options outstanding are summarized as follows:

	Number of Options	Weighted Average Exercise Price
Balance, June 30, 2023	-	$ -
Granted	1,500,000	0.12
Balance, June 30, 2024 and September 30, 2024	1,500,000	$ 0.12

As at September 30, 2024, the following stock options were outstanding:

Number of Options	Exercise Price ($)	Expiry Date	Number of Options Exercisable
1,500,000	0.12	October 31, 2028	1,000,000

Great Republic Mining Corp.
Notes to the Condensed Interim Financial Statements
September 30, 2024
(Canadian dollars)
(Unaudited – Prepared by Management)

Equity – continued

During the year ended June 30, 2024, the Company granted 1,500,000 stock options to directors, officers and consultants of the Company at an exercise price of $0.12 per common share for with a term of 5 years. The Company recognized $80,857 during the year ended June 30, 2024 in share-based payments with respect to options vested during the year. The following weighted average assumptions were used for the Black-Scholes valuation of stock options granted:

	Period ended September 30, 2024	Year ended June 30, 2024
Weighted average discount rate	-	4.12%
Expected life of options	-	5 Years
Expected volatility	-	123.50%
Weighted average fair value per option granted	-	$0.06

Related party transactions

The Company considers key management personnel to consist of its directors and officers.

During the period ended September 30, 2024, the Company recognized a total of $7,121 (2023 - $Nil) of share-based compensation expense to related parties, for the portion of options that vested during this period.

During the year ended June 30, 2024, the Company issued 1,400,000 stock options to its directors and officers (Note 5).

Financial instruments

Fair value

The Company's financial instruments consist of cash, GST receivable and trade payables. The fair value of these financial instruments approximates their carrying values due to the short-term nature of these instruments and are carried at amortized cost.

Great Republic Mining Corp.

Notes to the Condensed Interim Financial Statements

September 30, 2024

(Canadian dollars)

(Unaudited – Prepared by Management)

7. Financial instruments – continued

Fair value - continued

Credit risk

Liquidity risk

Interest rate risk

Capital Management

There were no changes in the Company's approach to capital management during the period ended September 30, 2024. The Company is not subject to any externally imposed capital requirements.

Great Republic Mining Corp.
Notes to the Condensed Interim Financial Statements
September 30, 2024
(Canadian dollars)
(Unaudited – Prepared by Management)

Segmented Information

The company operates in one segment, being the exploration of mineral property. All of the Company's non-current assets are located in Canada.

Subsequent event

Subsequent to the period ended September 30, 2024, the Company entered into a binding letter of arrangement and plan of arrangement (definitive agreement) to be acquired by Lode Gold Resources Inc.'s wholly owned subsidiary (1475039 B.C. Ltd. or Gold Orogen), pursuant to which Lode Gold will acquire all of the issued and outstanding shares of the Company by way of a reverse takeover (RTO) transaction.

Great Republic Mining Corp.
Management's Discussion and Analysis
For The Three Months Ended September 30,
2024

Corporate Overview

Letter of arrangement and plan of arrangement with Lode Gold

In October 2024, the Company entered into an arrangement agreement (the "Arrangement Agreement") with Lode Gold ("Lode") and Lode's subsidiary, 1475039 B.C. Ltd. ("Spin Co").

The Company entered into a binding letter of arrangement and plan of arrangement (definitive agreement) whereby it is acquiring all of the shares of the spinout company (that is spun-out from Lode Gold) and subsequently GRM will be issuing shares to the shareholders of the spinout company. As a result of the GRM shareholders dilution this creates a reverse takeover (RTO) transaction.

Lode Gold and its subsidiary plan to carry out a tax-efficient spinout transaction by way of an RTO of the currently Canadian Securities Exchange listed Great Republic Mining. Upon closing, the shareholders of Great Republic Mining (the target shareholders) will own 5.94 per cent, whereas Lode Gold will own up to 74.16 per cent of the issued and outstanding shares of the company on a non-diluted basis (assuming the concurrent $1.5-million financing as defined herein is fully subscribed for) and Fancamp Exploration Ltd. will own 19.9 per cent. Subsequently, the resulting entity from the proposed RTO will continue the business as Gold Orogen. After the completion of the spinout, Great Republic Mining shareholders will receive shares in Gold Orogen. All other details can be accessed on the Sept. 24, 2024, news release.

The Arrangement is subject to a number of closing conditions, including: GRM having a minimum cash balance of $250,000 and no liabilities; reconstitution of the board of directors of the resulting issuer to include one nominee of GRM, one nominee of Fancamp and such other number of directors as determined by the Company; approval of the court; approval of the TSX Venture Exchange; approval of the Canadian Securities Exchange; requisite approval of GRM shareholders; requisite approval of Spin Co shareholders; requisite approval of the Company's shareholders, optionholders and warrantholders; and the satisfaction of certain other closing conditions customary for a transaction of this nature.

Further information regarding the Arrangement will be contained in a management information circular that the Company will prepare in connection with the annual general and special meeting of the Company's securityholders to be held to consider the Arrangement. The Arrangement will require the approval of (i) at least 66½% of the votes cast by the Company's securityholders; and (ii) at least 66½% of the votes cast by the Company's shareholders present in person or represented by proxy at the Company's annual general and special meeting. The Arrangement Agreement will be filed on SEDAR+.

Financial Discussion:

Quarter Ended September 30, 2024

The loss for the three-month period ended September 30, 2024 was $38,018 (2023 - $8,260).

During the period, the variance was largely due to:

Filing fees of $5,482 (2023 - $2,250)
Share-based payments of $7,630 (2023 - $Nil)
Impairment of exploration and evaluation asset of $18,700 (2023 - $Nil)

Summary of Quarterly Results

The following table presents our unaudited quarterly results for each of the last eight quarters.

	For the Three Months Ended ($)
	Sept. 30
2024	June. 30
2024	Mar. 31
2024	Dec. 31
2023	Sept. 30
2023	June 30
2023	Mar. 31
2023	Dec. 31
2022
Revenue	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Loss and comprehensive loss	38,018	228,231	37,709	89,950	8,260	49,500	10,320	20,078
Loss per share - basic and diluted	(0.00)	(0.01)	(0.00)	(0.01)	(0.00)	(0.00)	(0.00)	(0.00)
Total assets	252,405	279,542	538,979	552,426	592,728	565,782	570,743	577,012
Total liabilities	7,464	22,913	66,669	65,130	61,066	55,860	11,321	7,270

Liquidity, Financial Position and Capital Resources

Working Capital and Cash Flow

Working capital at September 30, 2024 was $238,847 (June 30, 2024 - $250,535). Cash at September 30, 2024 was $237,873 (June 30, 2024 - $265,463). Cash used in operations for the period ended September 30, 2024 was $27,590 (2023 - $3,449) primarily due to the loss for the period as the Company incurred ongoing administrative costs.

Outstanding Share Data	# of Shares	Exercise Price	Expiry Date
Issued and outstanding common shares	18,430,001
Stock options	1,500,000	$0.12	October 31, 2028
Fully diluted	19,930,001

Related Party Transactions

The Company considers key management personnel to consist of its directors and officers.

During the period ended September 30, 2024, the Company recognized a total of $7,121 (2023 - $Nil) of share-based compensation expense to related parties, for portion of options that vested during this period.

During the year ended June 30, 2024, the Company issued 1,400,000 stock options to its directors and officers.

Changes in Accounting Policies

Adoption of new and amended accounting standards please refer to the June 30, 2024 audited financial statements.

Proposed Transaction

The Company has not entered into any undisclosed proposed transaction as at the date of this MD&A.

Off-balance sheet arrangements

The Company has no off-balance sheet arrangements.

Financial Risks

Going Concern:

The condensed interim financial statements have been prepared on the assumption that the Company will continue as a going concern, meaning it will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of business. Great Republic Mining Corp. is an exploration stage mining company which has an accumulated deficit of $648,119 as at September 30, 2024. The Company is expected to incur further operating losses in the development of its business, all of which casts significant doubt about the Company's ability to continue as a going concern. The Company's ability to continue as a going concern is dependent upon the successful results from its business activities and its ability to raise equity capital or borrowings sufficient to meet current and future obligations. The condensed interim financial statements do not include adjustments that may be necessary if the going concern principal is not appropriate.

Financial instruments and Management of Financial Risk:

Financial assets and liabilities

The Company's financial instruments consist of cash and trade payables. Cash and trade payables are measured at amortized cost.

Financial instrument risk exposure

Credit risk:

Liquidity risk:

Interest rate risk:

Capital Risks:

The Company's policy is to maintain a strong capital base so as to maintain investor and creditor confidence and to sustain future development of the business. The capital structure of the Company consists of equity and cash. There were no changes in the Company's approach to capital management during the period ended September 30, 2024. The Company is not subject to any externally imposed capital requirements.

Operational Risk:

The Property is located in a remote situation on an Island on British Columbia's North West Coast. Incremental weather, or other environmental issues may delay or interrupt activities.

Political, Regulatory and Security Issues:

NOTE REGARDING FORWARD-LOOKING STATEMENTS

On behalf of the Board of Directors, "William Fisher"

President and Chief Executive Officer
November 14, 2024

SCHEDULE "I"
INFORMATION CONCERNING THE RESULTING ISSUER

The following information is presented on a post-Arrangement basis and reflects the business, financial and share capital position of the Resulting Issuer assuming the completion of the Arrangement. See "Cautionary Note Regarding Forward-Looking Statements and Risks" in the Circular in respect of forward-looking statements that are included in this Schedule "I".

All capitalized terms used in this Schedule "I" and not defined herein have the meaning ascribed to such terms in the "Glossary of Terms" or elsewhere in the Circular. The information contained in this Schedule "I", unless otherwise indicated, is given as of the date of the Circular. Unless otherwise indicated herein, references to "$" are to Canadian dollars and references to "US$" are to United States dollars.

International Financial Reporting Standards

Financial information in this Schedule "I" is presented in accordance with the IFRS as issued by the International Accounting Standards Board.

Overview

On completion of the Arrangement, Lode Gold Shareholders will hold approximately 74.2% of the issued and outstanding shares of the Resulting Issuer on a non-diluted basis, and existing GRM Shareholders will own approximately 5.9% of the issued and outstanding shares of the Resulting Issuer on a non-diluted basis. Pursuant to its rights under the Investment Agreement, Fancamp will hold 19.9% of the issued and outstanding shares of the Resulting Issuer on a non-diluted basis.

The Resulting Issuer will be a reporting issuer or the equivalent in the Provinces of British Columbia, Alberta, and Ontario. The Resulting Issuer Shares will be listed on the CSE under the symbol "GRM".

The Resulting Issuer was incorporated on September 4, 2020 under the laws of the Province of British Columbia, Canada.

The Resulting Issuer's head office and registered office will be situated at 1111 West Hastings Street, 15th Floor, Vancouver, BC, V6E 2J3.

Intercorporate Relationships

Upon completion of the Arrangement, the Resulting Issuer will hold 100% of the issued and outstanding Spin Co Shares. Spin Co will hold 50% of the issued and outstanding voting securities of Acadian, with the remaining 50% being held by Fancamp. Acadian is incorporated under the laws of the Province of British Columbia. The figure below shows the ownership structure of Spin Co and Acadian.

I - 1

General Development of the Business

Except as otherwise described in this Schedule “I”, the business of the Resulting Issuer following completion of the Arrangement and information relating to the Resulting Issuer following completion of the Arrangement will be that of Spin Co generally and as disclosed elsewhere in this Circular.

Mineral Properties

On completion of the Arrangement, the Resulting Issuer’s material properties will be the Yukon Properties and, through its interests in Acadian, the New Brunswick Properties.

Description of Securities

The authorized share capital of the Resulting Issuer consists of an unlimited number of common shares without par value. Upon completion of the Arrangement, 67,56,014 Resulting Issuer Shares will be issued and outstanding as fully paid and non-assessable shares.

Resulting Issuer Shares

The holders of the Resulting Issuer Shares are entitled to receive notice of and to attend and vote at all meetings of the shareholders of the Issuer and each Resulting Issuer Share confers the right to one vote in person or by proxy at all meetings of the shareholders of the Issuer. The holders of the Resulting Issuer Shares, subject to the prior rights, if any, of any other class of shares of the Issuer, are entitled to receive such dividends in any financial year as the board of directors of the Resulting Issuer may by resolution determine. In the event of the liquidation, dissolution or winding-up of the Issuer, whether voluntary or involuntary, the holders of the Resulting Issuer Shares are entitled to receive, subject to the prior rights, if any, of the holders of any other class of shares of the Issuer, the remaining property and assets of the Issuer. The Resulting Issuer Shares do not have pre-emptive rights, conversion rights or exchange rights and are not subject to redemption, retraction, purchase for cancellation or surrender provisions. There are no sinking or purchase fund provisions, no provisions permitting or restricting the issuance of additional securities or any other material restrictions, and there are no provisions which are capable of requiring a security holder to contribute additional capital. For a description of the Resulting Issuer’s dividend policy, see “Schedule “H” - Information Concerning GRM - Dividends or Capital Distributions”.

Resulting Issuer Options

The only equity compensation plan of the Resulting Issuer will be the GRM Option Plan. For a description of the GRM Option Plan, see “Schedule “H” - Information Concerning GRM – Description of Securities - Options”.

Directors and Officers

Following completion of the Arrangement, the directors and officers of the Resulting Issuer will consist of¹:

Name and Place of Residence	Position	Principal Occupation For the Past Five Years
Hashim Ahmed, CA
Toronto, Ontario, Canada	Director	CFO Jaguar Mining Inc.
Jonathan Hill
Brazil, South America	Director	Expert Advisor, Management Committee of Jaguar Mining Corp.
Chad Tappendorf
New York, NY	Director	Managing Director, Coast Capital Management
Ron Tomlinson
Ottawa, Ontario Canada	Director	Chief Executive Officer of R.W. Tomlinson Limited
Wendy T. Chan
Vancouver, British Columbia, Canada	Director and Chief Executive Officer	CEO, Lode Gold Resources, Inc., Director, Moxie Strategy

¹ Subject to approval of setting the number of directors of GRM at seven (7) at the next annual general meeting of GRM Shareholders.

| William Fisher
Ontario, Canada | Director | Chairman and Chief Executive Officer of GoldQuest Mining Corp. |
| --- | --- | --- |
| Rajesh Sharma
Quebec, Canada | Director | President and Chief Executive Officer of Fancamp |
| Winfield Ding
Alberta, Canada | Chief Financial Officer | Chief Financial Officer of Lode Gold, CFO and director of several public companies |

Risk Factors

The business and operations of the Resulting Issuer following completion of the Arrangement will continue to be subject to the risks currently faced by Spin Co and GRM, including those set out under the heading "Risk Factors". Readers should also carefully consider the risk factors relating to Spin Co and GRM described in the MD&A and interim MD&A of Spin Co and GRM, which are included as schedules to this Circular.

Other Material Facts

There are no other material facts other than as disclosed herein.

Auditor

The auditor of the Resulting Issuer will be MNP LLP.

Transfer Agent and Registrar

The Resulting Issuer's transfer agent and registrar will be Odyssey Trust Company.

I - 3

Gold Orogen Resources Corp.

Unaudited Pro Forma Consolidated Financial

Statements

For the nine months ended September 30, 2024

(Expressed in Canadian Dollars)

Gold Orogen Resources Corp.

Pro Forma Consolidated Statements of Financial Position

As at September 30, 2024

(Expressed in Canadian dollars)

	Lode Gold Carve-out 2024	1437039 B.C. Ltd. 2024	Great Republic Mining Corp. 2024	Note Ref.	Pro Forma Adjustments 2024	Pro Forma Consolidated 2024
Assets
Current assets
Cash	-	1	237,873	4(b)	2,081,973
	-	-	-	4(c)	(1,759,810)
	-	-	-	4(d)	1,500,000
				4(e)	11,153	2,071,190
Restricted cash	-	-	-	4(b)	967,647	967,647
Amounts receivable	-	-	8,438		-	8,438
Prepaid expenses	136,892	-	-		-	136,892
Total current assets	136,892	1	246,311		2,800,963	3,184,167
Investment in joint venture	-	-	-	4(c)	3,792,588	3,792,588
Exploration and evaluation assets	9,031,410	-	-	4(c)	(2,012,778)	7,018,632
		-	6,094	4(e)	(6,094)
Total assets	9,168,302	1	252,405		4,574,679	13,995,387
Liabilities
Current liabilities
Accounts payable and accrued liabilities	837,296	-	7,464	4(a)	(837,296)	7,464
Flow through shares premium	-	-	-	4(b)	555,620	555,620
Total current liabilities	837,296	-	7,464		(281,676)	563,084
Rehabilitation provision	14,500	-	-		-	14,500
Total liabilities	851,796	-	7,464		(281,676)	577,584
Equity
Share capital	-	1	-		-
	-	-	769,951	4(e)	(769,951)
	-	-	-	4(e)	750,000
	-	-	-	4(a)	16,534,217
	-	-	-	4(b)	2,494,000
	-	-	-	4(c)	20,000
	-	-	-	4(d)	1,500,000	21,298,218
Owners' investment	15,696,921	-	-	4(a)	(15,696,921)
Contributed surplus	-	-	123,109	4(e)	(90,914)	32,195
Deficit	-	-	(648,119)	4(e)	648,119
				4(e)	5,059
	(7,380,415)	-	-	4(e)	(537,254)	(7,912,610)
Total equity	8,316,506	1	244,941		4,856,355	13,417,803
Total liabilities and equity	9,168,302	1	252,405		4,574,679	13,995,387

Basis of presentation (note 1)

Signed: * Wendy Chan *, Director

Signed: * Hashim Ahmed*, Director

See accompanying notes to the unaudited pro-forma consolidated financial statements.

Gold Orogen Resources Corp.

Pro Forma Consolidated Statements of Loss and Comprehensive Loss

For the nine months ended September 30, 2024

(Expressed in Canadian dollars)

	Lode Gold Carve-out 2024	1437039 B.C. Ltd. 2024	Note Ref.	Pro Forma Adjustments 2024	Pro Forma Consolidated 2024
	$	$		$	$
Expenses
General and administrative expenses	1,330,730	-		-	1,330,730
Stock compensation expense	349,843	-		-	349,843
Listing expenses		-	4(e)	532,195	532,195
Net loss and comprehensive loss	(1,680,573)	-		(532,195)	(2,212,768)

See accompanying notes to the unaudited pro-forma consolidated financial statements.

Gold Orogen Resources Corp.
Notes to the Pro Forma Consolidated Financial Statements
For the Nine-Month Period Ended September 30, 2024
(Expressed in Canadian dollars)
(Unaudited)

Basis of presentation

The accompanying unaudited pro forma consolidated statement of financial position and statement of loss and comprehensive loss of Gold Orogen Resources Corp. ("OROGEN") give effect to the proposed transfer of the GOLDEN CULVERT Property in Yukon Territory and McINTYRE BROOK Property in New Brunswick ("the Properties") owned by Lode Gold Resources Inc. ("LODE GOLD") to 1475039 B.C. Ltd. ("Spin Co"), and Spin Co. reverse takes over Great Republic Mining Corp. ("GRM") and changes the name of GRM to Gold Orogen Resources Corp. ("Orogen"), by way of plan of arrangement under the British Columbia Business Corporations Act, as more fully described in Note 3 ("the Transaction").

The unaudited pro forma consolidated statement of financial position and statement of operations (the "pro forma financial statements") have been prepared by the management of OROGEN based on historical financial statements prepared in accordance with International Financial Reporting Standards ("IFRS").

Certain significant estimates have been made by management in the preparation of these pro forma consolidated financial statements.

The unaudited pro forma consolidated statement of financial position has been compiled from:

The statement of financial position and statement of loss and comprehensive loss of OROGEN as at and for the period ended September 30, 2024, obtained from the audited financial statements of OROGEN for the period ended September 30, 2024; and
The carve-out statement of financial position and carve-out statement of loss and comprehensive loss of the Properties as at and for the periods ended September 30, 2024, obtained from the unaudited interim carve-out financial statements of the Properties for the nine months ended September 30, 2024.
The audited statement of financial position of GRM as at June 30, 2024 and its unaudited interim condensed financial statements for the period ended September 30, 2024.

The unaudited pro forma consolidated statement of financial position and statement of loss and comprehensive loss have been prepared as if the Transaction had occurred as of September 30, 2024.

The unaudited pro forma consolidated financial statements have been prepared for illustration purposes only and may not be indicative of the combined results or financial position had the Transaction been in effect at the date indicated.

Gold Orogen Resources Corp.
Notes to the Pro Forma Consolidated Financial Statements
For the Nine-Month Period Ended September 30, 2024
(Expressed in Canadian dollars)
(Unaudited)

Basis of presentation (continued)

In the opinion of OROGEN's management, the pro forma consolidated financial statements include all adjustments necessary for a fair presentation of the transactions described in Note 4 applied on a basis consistent with OROGEN's accounting policies. Actual amounts recorded once these transactions and other adjusting items are completed will likely differ from those recorded in these unaudited pro forma consolidated financial statements. Further, these unaudited pro forma consolidated financial statements are not necessarily indicative of the financial position or operations that may be obtained in the future. These differences may be material.

Material accounting policies

The material accounting policies followed in these unaudited pro forma consolidated financial statements are consistent with those applied in OROGEN's audited carve-out financial statements for the year ended December 31, 2023 and unaudited carve-out financial statements for the period ended September 30, 2024.

Plan of arrangement

On August 27, 2024, Lode Gold Resources Inc. ("Lode Gold"), announced it has entered into an agreement (the "Agreement") with Fancamp Exploration Ltd. ("Fancamp") (TSX Venture Exchange: FNC) and Lode Gold's wholly-owned subsidiary 1475039 B.C. Ltd. ("Spin Co", also referred to as "Gold Orogen"), to advance the exploration and development of certain mineral properties located in the Yukon and New Brunswick.

Lode Gold will transfer all of its interests in its McIntyre Brook mineral property located in New Brunswick (the "McIntyre Brook Property") and Fancamp will transfer all of its interests in the Riley Brook mineral property located in New Brunswick (the "Riley Brook Property") to a newly incorporated joint-venture entity ("JV Co") in which Fancamp and Spin Co will each own 50% of the outstanding shares (the "JV Co Shares"), and for which Fancamp will be the Operator.
Lode Gold will transfer to Spin Co, Gold Orogen, both its Golden Culvert mineral property located in Selwyn Basin, Tombstone Belt, southeastern Yukon, and its nearby Win mineral property located in the Tombstone Belt, southeastern Yukon.
Fancamp will directly and indirectly invest $2,500,000 into Spin Co (the "Fancamp Investment") in exchange for such number of common shares of Spin Co ("Spin Co Shares") as is equal to 19.9% of the outstanding Spin Co Shares on an undiluted basis, after completion of the Spin Out.
Spin Co will raise $1,500,000 by way of equity private placement in addition to the Fancamp Investment.

Gold Orogen Resources Corp.

Notes to the Pro Forma Consolidated Financial Statements

For the Nine-Month Period Ended September 30, 2024

(Expressed in Canadian dollars)

(Unaudited)

3. Plan of arrangement (continued)

An aggregate amount of $1.86 million will be allocated for exploration activities for the New Brunswick JV and $1.56 million will be allocated for exploration activities in Yukon.
Fancamp will invest $500,000 into Lode Gold in exchange for 1,428,571 special warrants (“Lode Gold Special Warrants”) on a private placement basis, at an issue price of $0.35 per Lode Gold Special Warrant, based on the terms set out below (the “Private Placement”).
Lode Gold will undertake a spin-out transaction of Spin Co (the “Spin Out”) pursuant to which each shareholder of Lode Gold will receive Spin Co shares for each common share of Lode Gold (each, a “Lode Gold Share”) held on the effective date of the Spin Out, whereby Spin Co will become a reporting issuer.

Completion of the Transaction is subject to approval of the TSX Venture Exchange (the “TSX-V”).

On October 9, 2024, Lode Gold announces it has obtained conditional approval from the TSXV and closed the transaction with Fancamp Exploration Ltd. (“Fancamp”) pursuant to the definitive Investment Agreement for $3.5 million investment that the Company announced in its August 27, 2024 news release. $500,000 goes into the Company for subscription of 1,428,571 Special Warrants of the Lode Gold, each Special Warrant, at $0.35 per unit, upon completion of the Spin Out, will convert to one common share of Lode Gold and one 5-year Lode Gold share purchase warrant with an exercise price of $0.5 per share. If fully exercised, the warrant subscription proceeds will total an additional $714,286; $3,000,000 goes into the Company’s wholly-owned subsidiary Gold Orogen, for 5,423,078 common shares or 19.9% of Gold Orogen. As part of the Investment Agreement, Lode Gold has transferred its interests in the McIntyre Brook Property (111 km²) and Fancamp transferred its interests in the Riley Brook Property (309 km²), both located in New Brunswick, into a 50/50 joint venture between Gold Orogen and Fancamp, that is called Acadian Gold Corp. The Company has also transferred its interest in its Golden Culvert and WIN Property to Gold Orogen. Fancamp has become a key shareholder of Lode Gold and a 19.9% shareholder of Gold Orogen.

On October 22, 2024 Lode Gold announce its wholly-owned subsidiary, (“1475039 B.C. Ltd.” or “Gold Orogen”) has entered into a binding definitive Arrange Agreement on October 21, 2024 to acquire Great Republic Mining (“GRM”, “Great Republic” or CSE: GRM), pursuant to which the GRM and the Company’s subsidiary propose to complete a Reverse Take Over (RTO) transaction pursuant to which GRM will acquire all of the issued and outstanding shares of the Company’s subsidiary.

Gold Orogen Resources Corp.

Notes to the Pro Forma Consolidated Financial Statements

For the Nine-Month Period Ended September 30, 2024

(Expressed in Canadian dollars)

(Unaudited)

4. Pro forma assumptions and adjustments

(a) Under the terms of the Investment Agreement, LODE GOLD transfers its GOLDEN CULVERT Property in Yukon Territory and MCINTYRE BROOK Property in New Brunswick ("the Properties") to 1475039 B.C. Ltd. ("Spin Co.") in exchange for 21,828,672 shares of Spin Co. The transfer is accounted for as a common control transaction at its carrying value.

The 21,828,572 common shares of Spin Co. issued to Lode Gold are valued at $16,534,217, being the owner's investment of $15,696,921 and the accounts payable and accrued liabilities of $837,296 on the carve-out financial statements of the Properties as at September 30, 2024.

(b) Under the terms of the Investment Agreement, Spin Co issues to Fancamp 5,423,078 common shares being 19.90% of the Spin Co. shares for total proceeds of $3,049,620, of which 4,362,058 common shares are flow through shares at $2,076,320. The Company allocates the $3,049,620 as $555,620 flow through shares premium liability and $2,494,000 as shares capital. $967,647 of the proceeds held in an escrow account with a lawyer that will be released to Spin Co. when Spin Co. paying eligible flow through expenditures, is recorded as restricted cash. Spin Co. will issue additional shares to Fancamp to keep Fancamp's 19.90% interest before going public by RTO. The pro forma financial statements assume 1,665,000 additional shares will be issued to Fancamp.

(c) Under the terms of the Investment Agreement, Spin Co transfers its MCINTYRE BROOK Property in New Brunswick to Acadian Gold Corp. ("JV Co." or "Acadian"), and transfers $1,759,810 of the investment proceeds from Fancamp in 4(b) to Acadian, in exchange for 50% of the interest of Acadian. Acadian will be operated as a joint venture, where Fancamp has the other 50% interest and is the operator of the joint venture.

Under the terms of the Investment Agreement, Spin Co. will also issue 57,143 common shares to two of the original optionors of the McIntyre Brook Property for $20,000 option payments due on October 24, 2024.

The Company has determined that it has joint control of the joint venture and has accounted for its investment in the joint venture using equity method. The $2,012,778 carrying value of the McINTYRE BROOK Property as at September 30, 2024, the $1,759,810 cash investment, and the $20,000 options payments, are accounted for as investment in joint venture.

(d) Under the terms of the Investment Agreement, OROGEN is to raise $1,500,000 through private placement financing before the transaction with GRM to go public. This pro forma financial statements assumes that 4,553,196 common shares of Orogen will be issued at $0.33 per share.

Gold Orogen Resources Corp.
Notes to the Pro Forma Consolidated Financial Statements
For the Nine-Month Period Ended September 30, 2024
(Expressed in Canadian dollars)
(Unaudited)

Pro forma assumptions and adjustments (continued)

(e) Under the October 21, 2024 Arrangement Agreement signed between Lode Gold, 1475039 B.C. Ltd. ("Spin Co." or "GOLD OROGEN") and Great Republic Mining Corp. ("GRM"), GRM will consolidate its then 18,430,001 common shares outstanding into 2,083,333 common shares, and will issue shares to acquire all the issued and outstanding common shares of Spin Co by shares exchange where one post-consolidated GRM common share exchanges for one common share of Spin Co., on completion of which former GRM shareholders own approximately 5.93% of the new company Orogen.

GRM is required to have $250,000 net working capital at the date of transaction, and the former GRM shareholders' shares in the new company Orogen will have a value of $750,000 on closing. Assuming a value of $0.36 per share of the new company, former GRM shareholders will have 2,083,333 common shares of the new company. The pro forma statements assume GRM will dispose of the exploration and evaluation asset of $6,094 and maintains a $250,000 working capital and net asset at the date of transaction.

On the date of acquisition GRM will have 169,561 stock options (post-consolidated) outstanding with an exercise price of $1.062 expiring October 31, 2028.

The Arrangement Agreement transaction will result into a reverse-take-over of GRM by the Spin Co., where the Spin Co. is the acquirer and GRM is the acquiree. The acquisition of GRM constitutes an asset acquisition as GRM did not meet the definition of a business, as defined in IFRS 3 – Business Combinations.

The transaction has been accounted for in accordance with IFRS 2 – Share Based Payments. The fair value of the 's net assets acquired by the Spin Co. is $250,000, The fair value of the aggregate considerations paid by Spin Co, being the 2,083,333 common shares valued at $750,000, and the 169,561 stock options valued at $32,195. The excess of the fair value of considerations over the net assets acquired, $532,195 is recorded as listing expenses.

The 169,561 options of GRM have been assigned a value of $31,195 as estimated using the Black-Scholes model under the following assumptions: share price - $0.36; exercise price $1.062, risk-free interest rate – 4.07%; expected dividend yield – 0%; expected stock volatility – 100%; and expected life – 4.03 years.

Gold Orogen Resources Corp.
Notes to the Pro Forma Consolidated Financial Statements
For the Nine-Month Period Ended September 30, 2024
(Expressed in Canadian dollars)
(Unaudited)

Pro forma share capital

(a) The following table summarizes the pro-forma share capital:

Common shares

	Note	Number	Amount
Spin Co Shares issued and outstanding June 30, 2024		100	$ 1
Shares issued to Lode Gold for Properties	4(a)	21,828,572	16,534,217
Shares to Fancamp for cash	4(b)	5,423,078	2,494,000
Shares issued for properties in joint venture	4(c)	57,142	20,000
Shares issued for private placement	4(d)	4,553,196	1,500,000
Additional shares issued to Fancamp	4(b)	1,665,000	-
Spin Co Shares eliminated	4(e)	(33,547,088)	(20,548,218)
Shares issued to LODE GOLD	4(e)	33,527,088	20,548,218
Shares issued to GRM shareholders	4(e)	2,083,333	750,000
		35,610,421	$ 21,298,218

(b) There are 169,561 stock options of Orogen outstanding as at the date of the pro forma financial statements, with an exercise price of $1.062, expiring October 31, 2028.

Pro forma statutory income tax rate

The pro-forma effective statutory income tax rate of the combined companies will be 27%.

SCHEDULE "J" – NEW ARTICLES

[See attached]

J- 1

Incorporation number: ___

(the "Company")

The Company has as its articles the following articles.

Full name and signature of each incorporator	Date of signing
DUMOULIN BLACK CORPORATE SERVICES LTD.
Per: ___
Authorized Signatory	●

ARTICLES

Interpretation ... 2
Shares and Share Certificates ... 2
Issue of Shares ... 4
Share Registers ... 5
Share Transfers ... 5
Transmission of Shares ... 7
Purchase of Shares ... 7
Borrowing Powers ... 8
Alterations ... 9
Meetings of Shareholders ... 10
Proceedings at Meetings of Shareholders ... 12
Votes of Shareholders ... 16
Directors ... 20
Election and Removal of Directors ... 22
Alternate Directors ... 24
Powers and Duties of Directors ... 26
Interests of Directors and Officers ... 26
Proceedings of Directors ... 27
Executive and Other Committees ... 30
Officers ... 32
Indemnification ... 32
Dividends ... 34
Accounting Records and Auditors ... 35
Notices ... 36
Seal ... 38
Prohibitions ... 39

ELC\460757 - DUMOULIN - BC ARTICLES (2024).DOCX

1. INTERPRETATION

1.1 Definitions

In these Articles, unless the context otherwise requires:

(1) "board of directors", "directors" and "board" mean the directors or sole director of the Company for the time being;

(2) "Business Corporations Act" means the Business Corporations Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act;

(3) "Interpretation Act" means the Interpretation Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act;

(4) "legal personal representative" means the personal or other legal representative of a shareholder;

(5) "registered address" of a shareholder means the shareholder's address as recorded in the central securities register;

(6) "seal" means the seal of the Company, if any.

1.2 Business Corporations Act and Interpretation Act Definitions Applicable

The definitions in the Business Corporations Act and the definitions and rules of construction in the Interpretation Act, with the necessary changes, so far as applicable, and unless the context requires otherwise, apply to these Articles as if they were set out herein. If there is a conflict between a definition in the Business Corporations Act and a definition or rule in the Interpretation Act relating to a term used in these Articles, the definition in the Business Corporations Act will prevail in relation to the use of the term in these Articles. If there is a conflict or inconsistency between these Articles and the Business Corporations Act, the Business Corporations Act will prevail.

2. SHARES AND SHARE CERTIFICATES

2.1 Authorized Share Structure

The authorized share structure of the Company consists of shares of the class or classes and series, if any, described in the Notice of Articles of the Company.

2.2 Form of Share Certificate

Each share certificate issued by the Company must comply with, and be signed as required by, the Business Corporations Act.

2.3 Shareholder Entitled to Certificate or Acknowledgment or Written Notice

Unless the shares of which a shareholder is the registered owner are uncertificated shares, each shareholder is entitled, on request and at the shareholder’s option, without charge, to (a) one share certificate representing the shares of each class or series of shares registered in the shareholder’s name or (b) a non-transferable written acknowledgment of the shareholder’s right to obtain such a share certificate, provided that in respect of a share held jointly by several persons, the Company is not bound to issue more than one share certificate or acknowledgment and delivery of a share certificate or acknowledgment to one of several joint shareholders or to a duly authorized agent of one of the joint shareholders will be sufficient delivery to all. Within a reasonable time after the issue or transfer of a share that is an uncertificated share, the Company must send to the shareholder a written notice containing the information required by the Business Corporations Act.

2.4 Delivery by Mail

Any share certificate, non-transferable written acknowledgment of a shareholder’s right to obtain a share certificate or written notice of the issue or transfer of an uncertificated share may be sent to the shareholder by mail at the shareholder’s registered address and neither the Company nor any director, officer or agent of the Company is liable for any loss to the shareholder because the share certificate, acknowledgement or written notice is lost in the mail or stolen.

2.5 Replacement of Worn Out or Defaced Certificate or Acknowledgement

If the directors are satisfied that a share certificate or a non-transferable written acknowledgment of the shareholder’s right to obtain a share certificate is worn out or defaced, they must, on production to them of the share certificate or acknowledgment, as the case may be, and on such other terms, if any, as they think fit:

(1) order the share certificate or acknowledgment, as the case may be, to be cancelled; and
(2) issue a replacement share certificate or acknowledgment, as the case may be.

2.6 Replacement of Lost, Stolen or Destroyed Certificate or Acknowledgment

If a share certificate or a non-transferable written acknowledgment of a shareholder’s right to obtain a share certificate is lost, stolen or destroyed, a replacement share certificate or acknowledgment, as the case may be, must be issued to the person entitled to that share certificate or acknowledgment, as the case may be, provided such person has complied with the requirements of the Business Corporations Act.

2.7 Splitting Share Certificates

If a shareholder surrenders a share certificate to the Company with a written request that the Company issue in the shareholder’s name two or more share certificates, each representing a specified number of shares and in the aggregate representing the same number of shares as the share certificate so surrendered, the Company must cancel the surrendered share certificate and issue replacement share certificates in accordance with that request.

2.8 Certificate Fee

There must be paid as a fee to the Company for the issuance of any share certificate under Articles 2.5, 2.6 or 2.7, the amount, if any, determined by the directors, which must not exceed the amount prescribed under the Business Corporations Act.

2.9 Recognition of Trusts

Except as required by law or statute or these Articles, no person will be recognized by the Company as holding any share upon any trust, and the Company is not bound by or compelled in any way to recognize (even when having notice thereof) any equitable, contingent, future or partial interest in any share or fraction of a share or (except as required by law or statute or these Articles or as ordered by a court of competent jurisdiction) any other rights in respect of any share except an absolute right to the entirety thereof in the shareholder.

3. ISSUE OF SHARES

3.1 Directors Authorized

Subject to the Business Corporations Act and the rights, if any, of the holders of issued shares of the Company, the Company may issue, allot, sell or otherwise dispose of the unissued shares, and issued shares held by the Company, at the times, to the persons, including directors, in the manner, on the terms and conditions and for the issue prices (including any premium at which shares with par value may be issued) that the directors may determine. The issue price for a share with par value must be equal to or greater than the par value of the share.

3.2 Commissions and Discounts

The Company may at any time, pay a reasonable commission or allow a reasonable discount to any person in consideration of that person purchasing or agreeing to purchase shares of the Company from the Company or any other person or procuring or agreeing to procure purchasers for shares of the Company.

3.3 Brokerage

The Company may pay such brokerage fee or other consideration as may be lawful for or in connection with the sale or placement of its securities.

3.4 Conditions of Issue

Except as provided for by the Business Corporations Act, no share may be issued until it is fully paid. A share is fully paid when:

(1) consideration is provided to the Company for the issue of the share by one or more of the following:

(a) past services performed for the Company;

5 -
(b) property;
(c) money; and

(2) the directors in their discretion have determined that the value of the consideration received by the Company is equal to or greater than the issue price set for the share under Article 3.1.

3.5 Share Purchase Warrants and Rights

Subject to the Business Corporations Act, the Company may issue share purchase warrants, options, convertible debentures and rights upon such terms and conditions as the directors determine, which share purchase warrants, options, convertible debentures and rights may be issued alone or in conjunction with debentures, debenture stock, bonds, shares or any other securities issued or created by the Company from time to time.

4. SHARE REGISTERS

4.1 Central Securities Register and Any Branch Securities Register

As required by and subject to the Business Corporations Act, the Company must maintain a central securities register and may maintain a branch securities register. The directors may, subject to the Business Corporations Act, appoint an agent to maintain the central securities register or any branch securities register. The directors may also appoint one or more agents, including the agent which keeps the central securities register, as transfer agent for its shares or any class or series of its shares, as the case may be, and the same or another agent as registrar for its shares or such class or series of its shares, as the case may be. The directors may terminate such appointment of any agent at any time and may appoint another agent in its place.

4.2 Closing Register

The Company must not at any time close its central securities register.

5. SHARE TRANSFERS

5.1 Registering Transfers

A transfer of a share of the Company must not be registered unless the Company or the transfer agent or registrar for the class or series of share to be transferred has received:

(1) a duly signed instrument of transfer in respect of the share;
(2) if a share certificate has been issued by the Company in respect of the share to be transferred, that share certificate;
(3) if a non-transferable written acknowledgment of the shareholder's right to obtain a share certificate has been issued by the Company in respect of the share to be transferred, that acknowledgment; and

(4) such other evidence, if any, as the Company or the transfer agent or registrar for the class or series of share to be transferred may require to prove the title of the transferor or the transferor's right to transfer the share, the due signing of the instrument of transfer and the right of the transferee to have the transfer registered.

For the purpose of this Article, delivery or surrender to the transfer agent or registrar which maintains the Company's central securities register or a branch securities register, if applicable, will constitute receipt by or surrender to the Company.

5.2 Form of Instrument of Transfer

The instrument of transfer in respect of any share of the Company must be either in the form, if any, on the back of the Company's share certificates or in any other form that may be approved from time to time by the directors or the transfer agent or registrar for the class or series of share to be transferred.

5.3 Transferor Remains Shareholder

Except to the extent that the Business Corporations Act otherwise provides, the transferor of shares is deemed to remain the holder of the shares until the name of the transferee is entered in a securities register of the Company in respect of the transfer.

5.4 Signing of Instrument of Transfer

If a shareholder, or his or her duly authorized attorney, signs an instrument of transfer in respect of shares registered in the name of the shareholder, the signed instrument of transfer constitutes a complete and sufficient authority to the Company and its directors, officers and agents to register the number of shares specified in the instrument of transfer or specified in any other manner, or, if no number is specified, all the shares represented by the share certificate(s) or set out in the written acknowledgments deposited with the instrument of transfer or, if the shares are uncertificated shares, then all of the uncertificated shares registered in the name of the shareholder:

(1) in the name of the person named as transferee in that instrument of transfer; or
(2) if no person is named as transferee in that instrument of transfer, in the name of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered.

5.5 Enquiry as to Title Not Required

Neither the Company nor any director, officer or agent of the Company is bound to inquire into the title of the person named in the instrument of transfer as transferee or, if no person is named as transferee in the instrument of transfer, of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered or is liable for any claim related to registering the transfer by the shareholder or by any intermediate owner or holder of the shares, of any interest in the shares, of any share certificate representing such shares or of any written acknowledgment of a right to obtain a share certificate for such shares.

5.6 Transfer Fee

There must be paid as a fee to the Company, in relation to the registration of any transfer, the amount, if any, determined by the directors.

6. TRANSMISSION OF SHARES

6.1 Legal Personal Representative Recognized on Death

In case of the death of a shareholder, the legal personal representative of the shareholder, or, in the case of shares registered in the shareholder's name and the name of another person in joint tenancy, the surviving joint holder will be the only person recognized by the Company as having any title to the shareholder's interest in the shares. Before recognizing a person as a legal personal representative of the shareholder, the directors may require a declaration of transmission made by the legal personal representative stating the particulars of the transmission, proof of appointment by a court of competent jurisdiction, a grant of letters probate, letters of administration or such other evidence or documents as the directors consider appropriate.

6.2 Rights of Legal Personal Representative

The legal personal representative of a shareholder has the same rights, privileges and obligations with respect to the shares as were held by the shareholder, including the right to transfer the shares in accordance with these Articles, provided the documents required by the Business Corporations Act and the directors have been deposited with the Company. This Article 6.2 does not apply in the case of the death of a shareholder with respect to shares registered in the shareholder's name and the name of another person in joint tenancy.

7. PURCHASE OF SHARES

7.1 Company Authorized to Purchase Shares

Subject to Article 7.2, the special rights and restrictions attached to the shares of any class or series and the Business Corporations Act, the Company may, if authorized by resolution of the directors, purchase, redeem or otherwise acquire any of its shares at the price and upon the terms determined by the directors.

7.2 Purchase When Insolvent

The Company must not make a payment or provide any other consideration to purchase, redeem or otherwise acquire any of its shares if there are reasonable grounds for believing that:

(1) the Company is insolvent; or
(2) making the payment or providing the consideration would render the Company insolvent.

7.3 Redemption of Shares

If the Company proposes to redeem some but not all of the shares of any class, the directors may, subject to any special rights and restrictions attached to such class of shares, determine the manner in which the shares to be redeemed shall be selected.

7.4 Sale and Voting of Purchased Shares

If the Company retains a share which it has redeemed, purchased or otherwise acquired, the Company may sell, gift or otherwise dispose of the share, but, while such share is held by the Company, it:

(1) is not entitled to vote the share at a meeting of its shareholders;

(2) must not pay a dividend in respect of the share; and

(3) must not make any other distribution in respect of the share.

8. BORROWING POWERS

8.1 Powers of the Company

The Company, if authorized by the directors, may:

(1) borrow money in the manner and amount, on the security, from the sources and on the terms and conditions that the directors consider appropriate;

(2) issue bonds, debentures and other debt obligations either outright or as security for any liability or obligation of the Company or any other person and at such discounts or premiums and on such other terms as they consider appropriate;

(3) guarantee the repayment of money by any other person or the performance of any obligation of any other person; and

(4) mortgage, charge, whether by way of specific or floating charge, grant a security interest in, or give other security on, the whole or any part of the present and future assets and undertaking of the Company.

8.2 Bonds, Debentures, Debt

Any bonds, debentures or other debt obligations of the Company may be issued at a discount, premium or otherwise, or with special privileges as to redemption, surrender, drawing, allotment of or conversion into or exchange for shares or other securities, attending and voting at general meetings of the Company, appointment of directors or otherwise and may, by their terms, be assignable free from any equities between the Company and the person to whom they were issued or any subsequent holder thereof, all as the directors may determine.

9. ALTERATIONS

9.1 Alteration of Authorized Share Structure

Subject to Article 9.2 and the Business Corporations Act, the Company may:

(1) by directors' resolution or by ordinary resolution, in each case as determined by the directors:

(a) create one or more classes or series of shares or, if none of the shares of a class or series of shares are allotted or issued, eliminate that class or series of shares;

(b) increase, reduce or eliminate the maximum number of shares that the Company is authorized to issue of any class or series of shares or establish a maximum number of shares that the Company is authorized to issue out of any class or series of shares for which no maximum is established;

(d) if the Company is authorized to issue shares of a class of shares with par value:

(i) decrease the par value of those shares; or

(ii) if none of the shares of that class of shares are allotted or issued, increase the par value of those shares;

(e) change all or any of its unissued shares with par value into shares without par value or any of its unissued shares without par value into shares with par value or change all or any of its fully paid issued shares with par value into shares without par value; or

(f) alter the identifying name of any of its shares; and

(2) by ordinary resolution otherwise alter its shares or authorized share structure;

and, if applicable, alter its Notice of Articles and, if applicable, alter its Articles accordingly.

9.2 Special Rights and Restrictions

Subject to the Business Corporations Act, the Company may:

(1) by directors' resolution or by ordinary resolution, in each case as determined by the directors, create special rights or restrictions for, and attach those special rights or restrictions to, the shares of any class or series of shares if none of those shares have been issued; or vary or delete any special rights or restrictions attached to the shares of any class or series of shares if none of those shares have been issued; and

(2) by special resolution of the shareholders of the class or series affected, do any of the acts in (1) above if any of the shares of the class or series of shares have been issued,

and alter its Notice of Articles and Articles accordingly.

9.3 Change of Name

The Company may by directors' resolution or by ordinary resolution, in each case as determined by the directors, authorize an alteration of its Notice of Articles in order to change its name and may, by directors' resolution or ordinary resolution, in each case as determined by the directors, adopt or change any translation of that name.

9.4 Other Alterations

If the Business Corporations Act does not specify the type of resolution and these Articles do not specify another type of resolution, the Company may by directors' resolution or by ordinary resolution, in each case as determined by the directors, alter these Articles.

10. MEETINGS OF SHAREHOLDERS

10.1 Annual General Meetings

Unless an annual general meeting is deferred or waived in accordance with the Business Corporations Act, the Company must hold its first annual general meeting within 18 months after the date on which it was incorporated or otherwise recognized, and after that must hold an annual general meeting at least once in each calendar year and not more than 15 months after the last annual reference date at such time and place as may be determined by a resolution of the directors.

10.2 Resolution Instead of Annual General Meeting

If all the shareholders who are entitled to vote at an annual general meeting consent by a unanimous resolution to all of the business that is required to be transacted at that annual general meeting, the annual general meeting is deemed to have been held on the date of the unanimous resolution. The shareholders must, in any unanimous resolution passed under this Article 10.2, select as the Company's annual reference date a date that would be appropriate for the holding of the applicable annual general meeting.

10.3 Calling of Meetings of Shareholders

The directors may, at any time, call a meeting of shareholders.

10.4 Location of Meetings of Shareholders

A meeting of the Company may be held:

(1) in the Province of British Columbia;

(2) at another location outside British Columbia if that location is:

(a) approved by resolution of the directors before the meeting is held; or

(b) approved in writing by the Registrar of Companies before the meeting is held.

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10.5 Notice for Meetings of Shareholders

Subject to Article 10.2, the Company must send notice of the date, time and location of any meeting of shareholders (including, without limitation, any notice specifying the intention to propose a resolution as an exceptional resolution, a special resolution or a special separate resolution, and any notice to consider approving an amalgamation into a foreign jurisdiction, an arrangement or the adoption of an amalgamation agreement, and any notice of a general meeting, class meeting or series meeting), in the manner provided in these Articles, or in such other manner, if any, as may be prescribed by directors' resolution (whether previous notice of the resolution has been given or not), to each shareholder entitled to attend the meeting, to each director and to the auditor of the Company, unless these Articles otherwise provide, at least the following number of days before the meeting:

(1) if and for so long as the Company is a public company, 21 days;
(2) otherwise, 10 days.

10.6 Notice of Resolution to which Shareholders May Dissent

The Company must send to each of its shareholders, whether or not their shares carry the right to vote, a notice of any meeting of shareholders at which a resolution entitling shareholders to dissent is to be considered specifying the date of the meeting and containing a statement advising of the right to send a notice of dissent together with a copy of the proposed resolution at least the following number of days before the meeting:

(1) if and for so long as the Company is a public company, 21 days; or
(2) otherwise, 10 days.

10.7 Record Date for Notice

The directors may set a date as the record date for the purpose of determining shareholders entitled to notice of any meeting of shareholders. The record date must not precede the date on which the meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders under the Business Corporations Act, by more than four months. The record date must not precede the date on which the meeting is held by fewer than:

(1) if and for so long as the Company is a public company, 21 days; or
(2) otherwise, 10 days.

If no record date is set, the record date is 5 p.m. on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.

10.8 Record Date for Voting

The directors may set a date as the record date for the purpose of determining shareholders entitled to vote at any meeting of shareholders. The record date must not precede the date on which the

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meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders under the Business Corporations Act, by more than four months. If no record date is set, the record date is 5 p.m. on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.

10.9 Failure to Give Notice and Waiver of Notice

The accidental omission to send notice of any meeting of shareholders to, or the non-receipt of any notice by, any of the persons entitled to notice does not invalidate any proceedings at that meeting. Any person entitled to notice of a meeting of shareholders may, in writing or otherwise, waive that entitlement or may agree to reduce the period of that notice. Attendance of a person at a meeting of shareholders is a waiver of entitlement to notice of the meeting unless that person attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

10.10 Notice of Special Business at Meetings of Shareholders

If a meeting of shareholders is to consider special business within the meaning of Article 11.1, the notice of meeting or a circular prepared in connection with the meeting must:

(1) state the general nature of the special business; and

(2) if the special business includes considering, approving, ratifying, adopting or authorizing any document or the signing of or giving of effect to any document, have attached to it a copy of the document or state that a copy of the document will be available for inspection by shareholders:

(a) at the Company's records office, or at such other reasonably accessible location in British Columbia as is specified in the notice; and

(b) during statutory business hours on any one or more specified days before the day set for the holding of the meeting.

11. PROCEEDINGS AT MEETINGS OF SHAREHOLDERS

11.1 Special Business

At a meeting of shareholders, the following business is special business:

(1) at a meeting of shareholders that is not an annual general meeting, all business is special business except business relating to the conduct of or voting at the meeting;

(2) at an annual general meeting, all business is special business except for the following:

(a) business relating to the conduct of or voting at the meeting;

(b) consideration of any financial statements of the Company presented to the meeting;

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(d) the setting or changing of the number of directors;
(e) the election or appointment of directors;
(f) the appointment of an auditor;
(g) the setting of the remuneration of an auditor;
(h) business arising out of a report of the directors not requiring the passing of a special resolution or an exceptional resolution; and
(i) any other business which, under these Articles or the Business Corporations Act, may be transacted at a meeting of shareholders without prior notice of the business being given to the shareholders.

11.2 Special Majority

The majority of votes required for the Company to pass a special resolution at a general meeting of shareholders is two-thirds of the votes cast on the resolution.

11.3 Quorum

Subject to the special rights and restrictions attached to the shares of any class or series of shares, the quorum for the transaction of business at a meeting of shareholders is one person present or represented by proxy.

11.4 Persons Entitled to Attend Meeting

In addition to those persons who are entitled to vote at a meeting of shareholders, the only other persons entitled to be present at the meeting are the directors, the president (if any), the secretary (if any), the assistant secretary (if any), any lawyer for the Company, the auditor of the Company, any persons invited to be present at the meeting by the directors or by the chair of the meeting and any persons entitled or required under the Business Corporations Act or these Articles to be present at the meeting; but if any of those persons does attend the meeting, that person is not to be counted in the quorum and is not entitled to vote at the meeting unless that person is a shareholder or proxyholder entitled to vote at the meeting.

11.5 Requirement of Quorum

No business, other than the election of a chair of the meeting and the adjournment of the meeting, may be transacted at any meeting of shareholders unless a quorum of shareholders entitled to vote is present at the commencement of the meeting, but such quorum need not be present throughout the meeting.

11.6 Lack of Quorum

If, within one-half hour from the time set for the holding of a meeting of shareholders, a quorum is not present:

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(1) in the case of a general meeting requisitioned by shareholders, the meeting is dissolved, and
(2) in the case of any other meeting of shareholders, the meeting stands adjourned to the same day in the next week at the same time and place.

11.7 Lack of Quorum at Succeeding Meeting

If, at the meeting to which the meeting referred to in Article 11.6(2) was adjourned, a quorum is not present within one-half hour from the time set for the holding of the meeting, the meeting shall be terminated.

11.8 Chair

The following individual is entitled to preside as chair at a meeting of shareholders:

(1) the chair of the board, if any; or
(2) if the chair of the board is absent or unwilling to act as chair of the meeting, the president, if any.

11.9 Selection of Alternate Chair

If, at any meeting of shareholders, there is no chair of the board or president willing to act as chair of the meeting or present within 15 minutes after the time set for holding the meeting, or if the chair of the board and the president have advised the secretary, if any, or any director present at the meeting, that they will not be present at the meeting, the directors present must choose a director, officer or corporate counsel to be chair of the meeting or if none of the above persons are present or if they decline to take the chair, the shareholders entitled to vote at the meeting who are present in person or by proxy may choose any person present at the meeting to chair the meeting.

11.10 Adjournments

The chair of a meeting of shareholders may, and if so directed by the meeting must, adjourn the meeting from time to time and from place to place, but no business may be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

11.11 Notice of Adjourned Meeting

It is not necessary to give any notice of an adjourned meeting of shareholders or of the business to be transacted at an adjourned meeting of shareholders except that, when a meeting is adjourned for 30 days or more, notice of the adjourned meeting must be given as in the case of the original meeting.

11.12 Decisions by Show of Hands or Poll

Subject to the Business Corporations Act, every motion put to a vote at a meeting of shareholders will be decided on a show of hands unless a poll, before or on the declaration of the result of the vote by

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show of hands, is directed by the chair or demanded by any shareholder entitled to vote who is present in person or by proxy.

11.13 Declaration of Result

The chair of a meeting of shareholders must declare to the meeting the decision on every question in accordance with the result of the show of hands or the poll, as the case may be, and that decision must be entered in the minutes of the meeting. A declaration of the chair that a resolution is carried by the necessary majority or is defeated is, unless a poll is directed by the chair or demanded under Article 11.12, conclusive evidence without proof of the number or proportion of the votes recorded in favour of or against the resolution.

11.14 Motion Need Not be Seconded

No motion proposed at a meeting of shareholders need be seconded unless the chair of the meeting rules otherwise, and the chair of any meeting of shareholders is entitled to propose or second a motion.

11.15 Casting Vote

In case of an equality of votes, the chair of a meeting of shareholders, either on a show of hands or on a poll, does not have a second or casting vote in addition to the vote or votes to which the chair may be entitled as a shareholder.

11.16 Manner of Taking Poll

Subject to Article 11.17, if a poll is duly demanded at a meeting of shareholders:

(1) the poll must be taken:

(a) at the meeting, or within seven days after the date of the meeting, as the chair of the meeting directs; and
(b) in the manner, at the time and at the place that the chair of the meeting directs;

(2) the result of the poll is deemed to be the decision of the meeting at which the poll is demanded; and
(3) the demand for the poll may be withdrawn by the person who demanded it.

11.17 Demand for Poll on Adjournment

A poll demanded at a meeting of shareholders on a question of adjournment must be taken immediately at the meeting.

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11.18 Chair Must Resolve Dispute

In the case of any dispute as to the admission or rejection of a vote given on a poll, the chair of the meeting must determine the dispute, and his or her determination made in good faith is final and conclusive.

11.19 Casting of Votes

On a poll, a shareholder entitled to more than one vote need not cast all the votes in the same way.

11.20 No Demand for Poll on Election of Chair

No poll may be demanded in respect of the vote by which a chair of a meeting of shareholders is elected.

11.21 Demand for Poll Not to Prevent Continuance of Meeting

The demand for a poll at a meeting of shareholders does not, unless the chair of the meeting so rules, prevent the continuation of a meeting for the transaction of any business other than the question on which a poll has been demanded.

11.22 Retention of Ballots and Proxies

The Company must, for at least three months after a meeting of shareholders, keep each ballot cast on a poll and each proxy voted at the meeting, and, during that period, make them available for inspection during normal business hours by any shareholder or proxy holder entitled to vote at the meeting. At the end of such three month period, the Company may destroy such ballots and proxies.

12. VOTES OF SHAREHOLDERS

12.1 Number of Votes by Shareholder or by Shares

Subject to any special rights or restrictions attached to any shares and to the restrictions imposed on joint shareholders under Article 12.3:

(1) on a vote by show of hands, every person present who is a shareholder or proxy holder and entitled to vote on the matter has one vote; and

(2) on a poll, every shareholder entitled to vote on the matter has one vote in respect of each share entitled to be voted on the matter and held by that shareholder and may exercise that vote either in person or by proxy.

12.2 Votes of Persons in Representative Capacity

A person who is not a shareholder may vote at a meeting of shareholders, whether on a show of hands or on a poll, and may appoint a proxy holder to act at the meeting, if, before doing so, the person satisfies the chair of the meeting, or the directors, that the person is a legal personal representative or a trustee in bankruptcy for a shareholder who is entitled to vote at the meeting.

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12.3 Votes by Joint Holders

If there are joint shareholders registered in respect of any share:

(1) any one of the joint shareholders may vote at any meeting of shareholders, either personally or by proxy, in respect of the share as if that joint shareholder were solely entitled to it; or

(2) if more than one of the joint shareholders is present at any meeting of shareholders, personally or by proxy, and more than one of them votes in respect of that share, then only the vote of the joint shareholder present whose name stands first on the central securities register in respect of the share will be counted.

12.4 Legal Personal Representatives as Joint Shareholders

Two or more legal personal representatives of a shareholder in whose sole name any share is registered are, for the purposes of Article 12.3, deemed to be joint shareholders registered in respect of that share.

12.5 Representative of a Corporate Shareholder

If a corporation, that is not a subsidiary of the Company, is a shareholder, that corporation may appoint a person to act as its representative at any meeting of shareholders of the Company, and:

(1) for that purpose, the instrument appointing a representative must be received:

(a) at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at least the number of business days specified in the notice for the receipt of proxies, or if no number of days is specified, two business days before the day set for the holding of the meeting or any adjourned meeting; or

(b) by the chair of the meeting at the meeting or adjourned meeting or by a person designated by the chair of the meeting or adjourned meeting;

(2) if a representative is appointed under this Article 12.5:

(a) the representative is entitled to exercise in respect of and at that meeting the same rights on behalf of the corporation that the representative represents as that corporation could exercise if it were a shareholder who is an individual, including, without limitation, the right to appoint a proxy holder; and

(b) the representative, if present at the meeting, is to be counted for the purpose of forming a quorum and is deemed to be a shareholder present in person at the meeting.

Evidence of the appointment of any such representative may be sent to the Company by written instrument, fax or any other method of transmitting legibly recorded messages. Notwithstanding the foregoing, a corporation that is a shareholder may appoint a proxy holder.

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12.6 Proxy Provisions Do Not Apply to All Companies

Articles 12.7 to 12.15 do not apply to the Company if and for so long as it is a public company or a pre-existing reporting company which has the Statutory Reporting Company Provisions as part of its Articles or to which the Statutory Reporting Company Provisions apply.

12.7 Appointment of Proxy Holders

Every shareholder of the Company, including a corporation that is a shareholder but not a subsidiary of the Company, entitled to vote at a meeting of shareholders may, by proxy, appoint up to two proxy holders to attend and act at the meeting in the manner, to the extent and with the powers conferred by the proxy.

12.8 Alternate Proxy Holders

A shareholder may appoint one or more alternate proxy holders to act in the place of an absent proxy holder.

12.9 When Proxy Holder Need Not Be Shareholder

A person must not be appointed as a proxy holder unless the person is a shareholder, although a person who is not a shareholder may be appointed as a proxy holder if:

(1) the person appointing the proxy holder is a corporation or a representative of a corporation appointed under Article 12.5;

(2) the Company has at the time of the meeting for which the proxy holder is to be appointed only one shareholder entitled to vote at the meeting; or

(3) the shareholders present in person or by proxy at and entitled to vote at the meeting for which the proxy holder is to be appointed, by a resolution on which the proxy holder is not entitled to vote but in respect of which the proxy holder is to be counted in the quorum, permit the proxy holder to attend and vote at the meeting.

12.10 Deposit of Proxy

A proxy for a meeting of shareholders must:

(1) be received at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at least the number of business days specified in the notice, or if no number of days is specified, two business days before the day set for the holding of the meeting or any adjourned meeting; or

(2) unless the notice provides otherwise, be received, at the meeting or any adjourned meeting, by the chair of the meeting or any adjourned meeting or by a person designated by the chair of the meeting or adjourned meeting.

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A proxy may be sent to the Company by written instrument, fax or any other method of transmitting legibly recorded messages.

12.11 Validity of Proxy Vote

A vote given in accordance with the terms of a proxy is valid notwithstanding the death or incapacity of the shareholder giving the proxy and despite the revocation of the proxy or the revocation of the authority under which the proxy is given, unless notice in writing of that death, incapacity or revocation is received:

(1) at the registered office of the Company, at any time up to and including the last business day before the day set for the holding of the meeting or any adjourned meeting at which the proxy is to be used; or

(2) at the meeting or any adjourned meeting by the chair of the meeting or adjourned meeting, before any vote in respect of which the proxy has been given or has been taken.

12.12 Form of Proxy

A proxy, whether for a specified meeting or otherwise, must be either in the following form or in any other form approved by the directors or the chair of the meeting:

[name of company]

(the "Company")

The undersigned, being a shareholder of the Company, hereby appoints [name] or, failing that person, [name], as proxy holder for the undersigned to attend, act and vote for and on behalf of the undersigned at the meeting of shareholders of the Company to be held on [month, day, year] and at any adjournment of that meeting.

Number of shares in respect of which this proxy is given (if no number is specified, then this proxy is given in respect of all shares registered in the name of the undersigned):

Signed [month, day, year]

[Signature of shareholder]

[Name of shareholder—printed]

12.13 Revocation of Proxy

Subject to Article 12.14, every proxy may be revoked by an instrument in writing that is received:

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(1) at the registered office of the Company at any time up to and including the last business day before the day set for the holding of the meeting or any adjourned meeting at which the proxy is to be used; or

(2) at the meeting or any adjourned meeting, by the chair of the meeting or adjourned meeting, before any vote in respect of which the proxy has been given has been taken.

12.14 Revocation of Proxy Must Be Signed

An instrument referred to in Article 12.13 must be signed as follows:

(1) if the shareholder for whom the proxy holder is appointed is an individual, the instrument must be signed by the shareholder or his or her legal personal representative or trustee in bankruptcy;

(2) if the shareholder for whom the proxy holder is appointed is a corporation, the instrument must be signed by the corporation or by a representative appointed for the corporation under Article 12.5.

12.15 Production of Evidence of Authority to Vote

The chair of any meeting of shareholders may, but need not, inquire into the authority of any person to vote at the meeting and may, but need not, demand from that person production of evidence as to the existence of the authority to vote.

13. DIRECTORS

13.1 First Directors; Number of Directors

The first directors are the persons designated as directors of the Company in the Notice of Articles that applies to the Company when it is recognized under the Business Corporations Act. The number of directors, excluding additional directors appointed under Article 14.8, is set at:

(1) subject to paragraphs (2) and (3), the number of directors that is equal to the number of the Company's first directors;

(2) if the Company is a public company, the greater of three and the most recently set of:

(a) the number of directors elected by ordinary resolution (whether or not previous notice of the resolution was given); and

(b) the number of directors set under Article 14.4;

(3) if the Company is not a public company, the most recently set of:

(a) the number of directors elected by ordinary resolution (whether or not previous notice of the resolution was given); and

(b) the number of directors set under Article 14.4.

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13.2 Change in Number of Directors

If the number of directors is set under Articles 13.1(2)(a) or 13.1(3)(a):

(1) the shareholders may elect or appoint the directors needed to fill any vacancies in the board of directors up to that number;

(2) if the shareholders do not elect or appoint the directors needed to fill any vacancies in the board of directors up to that number contemporaneously with the setting of that number, then the directors, subject to Article 14.8, may appoint, or the shareholders may elect or appoint, directors to fill those vacancies.

13.3 Directors' Acts Valid Despite Vacancy

An act or proceeding of the directors is not invalid merely because fewer than the number of directors set or otherwise required under these Articles is in office.

13.4 Qualifications of Directors

A director is not required to hold a share in the capital of the Company as qualification for his or her office but must be qualified as required by the Business Corporations Act to become, act or continue to act as a director.

13.5 Remuneration of Directors

The directors are entitled to the remuneration for acting as directors, if any, as the directors may from time to time determine. If the directors so decide, the remuneration of the directors, if any, will be determined by the shareholders. That remuneration may be in addition to any salary or other remuneration paid to any officer or employee of the Company as such, who is also a director.

13.6 Reimbursement of Expenses of Directors

The Company must reimburse each director for the reasonable expenses that he or she may incur in and about the business of the Company.

13.7 Special Remuneration for Directors

If any director performs any professional or other services for the Company that in the opinion of the directors are outside the ordinary duties of a director, or if any director is otherwise specially occupied in or about the Company's business, he or she may be paid remuneration fixed by the directors, or, at the option of that director, fixed by ordinary resolution, and such remuneration may be either in addition to, or in substitution for, any other remuneration that he or she may be entitled to receive.

13.8 Gratuity, Pension or Allowance on Retirement of Director

Unless otherwise determined by ordinary resolution, the directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any director or to his or her spouse or

dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.

14. ELECTION AND REMOVAL OF DIRECTORS

14.1 Election at Annual General Meeting

At every annual general meeting and in every unanimous resolution contemplated by Article 10.2:

(1) the shareholders entitled to vote at the annual general meeting for the election of directors must elect, or in the unanimous resolution appoint, a board of directors consisting of the number of directors for the time being set under these Articles; and

(2) those directors whose term of office expires at the annual general meeting cease to hold office immediately before the election or appointment of directors under paragraph (1), but are eligible for re-election or re-appointment.

14.2 Consent to be a Director

No election, appointment or designation of an individual as a director is valid unless:

(1) that individual consents to be a director in the manner provided for in the Business Corporations Act;

(2) that individual is elected or appointed at a meeting at which the individual is present and the individual does not refuse, at the meeting, to be a director; or

(3) with respect to first directors, the designation is otherwise valid under the Business Corporations Act.

14.3 Failure to Elect or Appoint Directors

If:

(1) the Company fails to hold an annual general meeting, and all the shareholders who are entitled to vote at an annual general meeting fail to pass the unanimous resolution contemplated by Article 10.2, on or before the date by which the annual general meeting is required to be held under the Business Corporations Act; or

(2) the shareholders fail, at the annual general meeting or in the unanimous resolution contemplated by Article 10.2, to elect or appoint any directors;

then each director then in office continues to hold office until the earlier of:

(3) when his or her successor is elected or appointed; and

(4) when he or she otherwise ceases to hold office under the Business Corporations Act or these Articles.

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14.4 Places of Retiring Directors Not Filled

If, at any meeting of shareholders at which there should be an election of directors, the places of any of the retiring directors are not filled by that election, those retiring directors who are not re-elected and who are asked by the newly elected directors to continue in office will, if willing to do so, continue in office to complete the number of directors for the time being set pursuant to these Articles until further new directors are elected at a meeting of shareholders convened for that purpose. If any such election or continuance of directors does not result in the election or continuance of the number of directors for the time being set pursuant to these Articles, the number of directors of the Company is deemed to be set at the number of directors actually elected or continued in office.

14.5 Directors May Fill Casual Vacancies

Any casual vacancy occurring in the board of directors may be filled by the directors.

14.6 Remaining Directors' Power to Act

The directors may act notwithstanding any vacancy in the board of directors, but if the Company has fewer directors in office than the number set pursuant to these Articles as the quorum of directors, the directors may only act for the purpose of appointing directors up to that number or of calling a meeting of shareholders for the purpose of filling any vacancies on the board of directors or, subject to the Business Corporations Act, for any other purpose.

14.7 Shareholders May Fill Vacancies

If the Company has no directors or fewer directors in office than the number set pursuant to these Articles as the quorum of directors, the shareholders may elect or appoint directors to fill any vacancies on the board of directors.

14.8 Additional Directors

Notwithstanding Articles 13.1 and 13.2, between annual general meetings or unanimous resolutions contemplated by Article 10.2, the directors may appoint one or more additional directors, but the number of additional directors appointed under this Article 14.8 must not at any time exceed:

(1) one-third of the number of first directors, if, at the time of the appointments, one or more of the first directors have not yet completed their first term of office; or
(2) in any other case, one-third of the number of the current directors who were elected or appointed as directors other than under this Article 14.8.

Any director so appointed ceases to hold office immediately before the next election or appointment of directors under Article 14.1(1), but is eligible for re-election or re-appointment.

14.9 Ceasing to be a Director

A director ceases to be a director when:

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(1) the term of office of the director expires;

(2) the director dies;

(3) the director resigns as a director by notice in writing provided to the Company or a lawyer for the Company; or

(4) the director is removed from office pursuant to Articles 14.10 or 14.11.

14.10 Removal of Director by Shareholders

The Company may remove any director before the expiration of his or her term of office by special resolution. In that event, the shareholders may elect, or appoint by ordinary resolution, a director to fill the resulting vacancy. If the shareholders do not elect or appoint a director to fill the resulting vacancy contemporaneously with the removal, then the directors may appoint or the shareholders may elect, or appoint by ordinary resolution, a director to fill that vacancy.

14.11 Removal of Director by Directors

The directors may remove any director before the expiration of his or her term of office if the director is convicted of an indictable offence, or if the director ceases to be qualified to act as a director of a company and does not promptly resign, and the directors may appoint a director to fill the resulting vacancy.

15. ALTERNATE DIRECTORS

15.1 Appointment of Alternate Director

Any director (an "appointor") may by notice in writing received by the Company appoint any person (an "appointee") who is qualified to act as a director to be his or her alternate to act in his or her place at meetings of the directors or committees of the directors at which the appointor is not present unless (in the case of an appointee who is not a director) the directors have reasonably disapproved the appointment of such person as an alternate director and have given notice to that effect to his or her appointor within a reasonable time after the notice of appointment is received by the Company.

15.2 Notice of Meetings

Every alternate director so appointed is entitled to notice of meetings of the directors and of committees of the directors of which his or her appointor is a member and to attend and vote as a director at any such meetings at which his or her appointor is not present.

15.3 Alternate for More Than One Director Attending Meetings

A person may be appointed as an alternate director by more than one director, and an alternate director:

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(1) will be counted in determining the quorum for a meeting of directors once for each of his or her appointors and, in the case of an appointee who is also a director, once more in that capacity;

(2) has a separate vote at a meeting of directors for each of his or her appointors and, in the case of an appointee who is also a director, an additional vote in that capacity;

(3) will be counted in determining the quorum for a meeting of a committee of directors once for each of his or her appointors who is a member of that committee and, in the case of an appointee who is also a member of that committee as a director, once more in that capacity; and

(4) has a separate vote at a meeting of a committee of directors for each of his or her appointors who is a member of that committee and, in the case of an appointee who is also a member of that committee as a director, an additional vote in that capacity.

15.4 Consent Resolutions

Every alternate director, if authorized by the notice appointing him or her, may sign in place of his or her appointor any resolutions to be consented to in writing.

15.5 Alternate Director Not an Agent

Every alternate director is deemed not to be the agent of his or her appointor.

15.6 Revocation of Appointment of Alternate Director

An appointor may at any time, by notice in writing received by the Company, revoke the appointment of an alternate director appointed by him or her.

15.7 Ceasing to be an Alternate Director

The appointment of an alternate director ceases when:

(1) his or her appointor ceases to be a director and is not promptly re-elected or re-appointed;

(2) the alternate director dies;

(3) the alternate director resigns as an alternate director by notice in writing provided to the Company or a lawyer for the Company;

(4) the alternate director ceases to be qualified to act as a director; or

(5) his or her appointor revokes the appointment of the alternate director.

15.8 Remuneration and Expenses of Alternate Director

The Company may reimburse an alternate director for the reasonable expenses that would be properly reimbursed if he or she were a director, and the alternate director is entitled to receive from

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the Company such proportion, if any, of the remuneration otherwise payable to the appointor as the appointor may from time to time direct.

16. POWERS AND DUTIES OF DIRECTORS

16.1 Powers of Management

The directors must, subject to the Business Corporations Act and these Articles, manage or supervise the management of the business and affairs of the Company and have the authority to exercise all such powers of the Company as are not, by the Business Corporations Act or by these Articles, required to be exercised by the shareholders of the Company.

16.2 Appointment of Attorney of Company

The directors may from time to time, by power of attorney or other instrument, under seal if so required by law, appoint any person to be the attorney of the Company for such purposes, and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the directors under these Articles and excepting the power to fill vacancies in the board of directors, to remove a director, to change the membership of, or fill vacancies in, any committee of the directors, to appoint or remove officers appointed by the directors and to declare dividends) and for such period, and with such remuneration and subject to such conditions as the directors may think fit. Any such power of attorney may contain such provisions for the protection or convenience of persons dealing with such attorney as the directors think fit. Any such attorney may be authorized by the directors to sub-delegate all or any of the powers, authorities and discretions for the time being vested in him or her.

17. INTERESTS OF DIRECTORS AND OFFICERS

17.1 Obligation to Account for Profits

A director or senior officer who holds a disclosable interest (as that term is used in the Business Corporations Act) in a contract or transaction into which the Company has entered or proposes to enter is liable to account to the Company for any profit that accrues to the director or senior officer under or as a result of the contract or transaction only if and to the extent provided in the Business Corporations Act.

17.2 Restrictions on Voting by Reason of Interest

A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter is not entitled to vote on any directors' resolution to approve that contract or transaction, unless all the directors have a disclosable interest in that contract or transaction, in which case any or all of those directors may vote on such resolution.

17.3 Interested Director Counted in Quorum

A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter and who is present at the meeting of directors at which the contract or

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transaction is considered for approval may be counted in the quorum at the meeting whether or not the director votes on any or all of the resolutions considered at the meeting.

17.4 Disclosure of Conflict of Interest or Property

A director or senior officer who holds any office or possesses any property, right or interest that could result, directly or indirectly, in the creation of a duty or interest that materially conflicts with that individual's duty or interest as a director or senior officer, must disclose the nature and extent of the conflict as required by the Business Corporations Act.

17.5 Director Holding Other Office in the Company

A director may hold any office or place of profit with the Company, other than the office of auditor of the Company, in addition to his or her office of director for the period and on the terms (as to remuneration or otherwise) that the directors may determine.

17.6 No Disqualification

No director or intended director is disqualified by his or her office from contracting with the Company either with regard to the holding of any office or place of profit the director holds with the Company or as vendor, purchaser or otherwise, and no contract or transaction entered into by or on behalf of the Company in which a director is in any way interested is liable to be voided for that reason.

17.7 Professional Services by Director or Officer

Subject to the Business Corporations Act, a director or officer, or any person in which a director or officer has an interest, may act in a professional capacity for the Company, except as auditor of the Company, and the director or officer or such person is entitled to remuneration for professional services as if that director or officer were not a director or officer.

17.8 Director or Officer in Other Corporations

A director or officer may be or become a director, officer or employee of, or otherwise interested in, any person in which the Company may be interested as a shareholder or otherwise, and, subject to the Business Corporations Act, the director or officer is not accountable to the Company for any remuneration or other benefits received by him or her as director, officer or employee of, or from his or her interest in, such other person.

18. PROCEEDINGS OF DIRECTORS

18.1 Meetings of Directors

The directors may meet together for the conduct of business, adjourn and otherwise regulate their meetings as they think fit, and meetings of the directors held at regular intervals may be held at the place, at the time and on the notice, if any, as the directors may from time to time determine.

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18.2 Voting at Meetings

Questions arising at any meeting of directors are to be decided by a majority of votes and, in the case of an equality of votes, the chair of the meeting does not have a second or casting vote.

18.3 Chair of Meetings

The following individual is entitled to preside as chair at a meeting of directors:

(1) the chair of the board, if any;

(2) in the absence of the chair of the board or if designated by the chair, the president, a director or other officer; or

(3) any other director or officer chosen by the directors if:

(a) neither the chair of the board nor the president is present at the meeting within 15 minutes after the time set for holding the meeting;

(b) neither the chair of the board nor the president is willing to chair the meeting; or

(c) the chair of the board and the president have advised the secretary, if any, or any other director, that they will not be present at the meeting.

18.4 Meetings by Telephone or Other Communications Medium

A director may participate in a meeting of the directors or of any committee of the directors:

(1) in person;

(2) by telephone; or

(3) with the consent of all directors who wish to participate in the meeting, by other communications medium;

if all directors participating in the meeting, whether in person or by telephone or other communications medium, are able to communicate with each other. A director who participates in a meeting in a manner contemplated by this Article 18.4 is deemed for all purposes of the Business Corporations Act and these Articles to be present at the meeting and to have agreed to participate in that manner.

18.5 Calling of Meetings

A director may, and the secretary or an assistant secretary of the Company, if any, on the request of a director must, call a meeting of the directors at any time.

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18.6 Notice of Meetings

Other than for meetings held at regular intervals as determined by the directors pursuant to Article 18.1, reasonable notice of each meeting of the directors, specifying the place, day and time of that meeting must be given to each of the directors and the alternate directors by any method set out in Article 24.1 or orally or by telephone.

18.7 When Notice Not Required

It is not necessary to give notice of a meeting of the directors to a director or an alternate director if:

(1) the meeting is to be held immediately following a meeting of shareholders at which that director was elected or appointed, or is the meeting of the directors at which that director is appointed; or

(2) the director or alternate director, as the case may be, has waived notice of the meeting.

18.8 Meeting Valid Despite Failure to Give Notice

The accidental omission to give notice of any meeting of directors to, or the non-receipt of any notice by, any director or alternate director, does not invalidate any proceedings at that meeting.

18.9 Waiver of Notice of Meetings

Any director or alternate director may send to the Company a document signed by him or her waiving notice of any past, present or future meeting or meetings of the directors and may at any time withdraw that waiver with respect to meetings held after that withdrawal. After sending a waiver with respect to all future meetings and until that waiver is withdrawn, no notice of any meeting of the directors need be given to that director and, unless the director otherwise requires by notice in writing to the Company, to his or her alternate director, and all meetings of the directors so held are deemed not to be improperly called or constituted by reason of notice not having been given to such director or alternate director. Attendance of a director or alternate director at a meeting of directors is a waiver of notice of the meeting unless that director or alternate director attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

18.10 Quorum

The quorum necessary for the transaction of the business of the directors may be set by the directors and, if not so set, is deemed to be set at a majority of directors or, if the number of directors is set at one, is deemed to be set at one director, and that director may constitute a meeting.

18.11 Validity of Acts Where Appointment Defective

Subject to the Business Corporations Act, an act of a director or officer is not invalid merely because of an irregularity in the election or appointment or a defect in the qualification of that director or officer.

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18.12 Consent Resolutions in Writing

A resolution of the directors or of any committee of the directors may be passed without a meeting:

(1) in all cases, if each of the directors entitled to vote on the resolution consents to it in writing; or

(2) in the case of a resolution to approve a contract or transaction in respect of which a director has disclosed that he or she has or may have a disclosable interest, if each of the other directors who have not made such a disclosure consents in writing to the resolution.

A consent in writing under this Article may be by signed document, fax, e-mail or any other method of transmitting legibly recorded messages. A consent in writing may be in two or more counterparts which together are deemed to constitute one consent in writing. A resolution of the directors or of any committee of the directors passed in accordance with this Article 18.12 is effective on the date stated in the consent in writing or on the latest date stated on any counterpart and is deemed to be a proceeding at a meeting of directors or of the committee of the directors and to be as valid and effective as if it had been passed at a meeting of the directors or of the committee of the directors that satisfies all the requirements of the Business Corporations Act and all the requirements of these Articles relating to meetings of the directors or of a committee of the directors.

19. EXECUTIVE AND OTHER COMMITTEES

19.1 Appointment and Powers of Executive Committee

The directors may, by resolution, appoint an executive committee consisting of the director or directors that they consider appropriate, and this committee has, during the intervals between meetings of the board of directors, all of the directors' powers, except:

(1) the power to fill vacancies in the board of directors;

(2) the power to remove a director;

(3) the power to change the membership of, or fill vacancies in, any committee of the directors; and

(4) such other powers, if any, as may be set out in the resolution or any subsequent directors' resolution.

19.2 Appointment and Powers of Other Committees

The directors may, by resolution:

(1) appoint one or more committees (other than the executive committee) consisting of the director or directors that they consider appropriate;

(2) delegate to a committee appointed under paragraph (1) any of the directors' powers, except:

(a) the power to fill vacancies in the board of directors;

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(b) the power to remove a director;
(c) the power to change the membership of, or fill vacancies in, any committee of the directors; and
(d) the power to appoint or remove officers appointed by the directors; and

(3) make any delegation referred to in paragraph (2) subject to the conditions set out in the resolution or any subsequent directors' resolution.

19.3 Obligations of Committees

Any committee appointed under Articles 19.1 or 19.2, in the exercise of the powers delegated to it, must:

(1) conform to any rules that may from time to time be imposed on it by the directors; and
(2) report every act or thing done in exercise of those powers at such times and in such manner and form as the directors may require.

19.4 Powers of Board

The directors may, at any time, with respect to a committee appointed under Articles 19.1 or 19.2:

(1) revoke or alter the authority given to the committee, or override a decision made by the committee, except as to acts done before such revocation, alteration or overriding;
(2) terminate the appointment of, or change the membership of, the committee; and
(3) fill vacancies in the committee.

19.5 Committee Meetings

Subject to Article 19.3(1) and unless the directors otherwise provide in the resolution appointing the committee or in any subsequent resolution, with respect to a committee appointed under Articles 19.1 or 19.2:

(1) the committee may meet and adjourn as it thinks proper;
(2) the committee may elect a chair of its meetings but, if no chair of a meeting is elected, or if at a meeting the chair of the meeting is not present within 15 minutes after the time set for holding the meeting, the directors present who are members of the committee may choose one of their number to chair the meeting;
(3) a majority of the members of the committee constitutes a quorum of the committee; and
(4) questions arising at any meeting of the committee are determined by a majority of votes of the members present, and in case of an equality of votes, the chair of the meeting does not have a second or casting vote.

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20. OFFICERS

20.1 Directors May Appoint Officers

The directors may, from time to time, appoint such officers, if any, as the directors determine and the directors may, at any time, terminate any such appointment.

20.2 Functions, Duties and Powers of Officers

The directors may, for each officer:

(1) determine the functions and duties of the officer;

(2) entrust to and confer on the officer any of the powers exercisable by the directors on such terms and conditions and with such restrictions as the directors think fit; and

(3) revoke, withdraw, alter or vary all or any of the functions, duties and powers of the officer.

20.3 Qualifications

No officer may be appointed unless that officer is qualified in accordance with the Business Corporations Act. One person may hold more than one position as an officer of the Company. Any person appointed as the chair of the board or as the managing director must be a director. Any other officer need not be a director.

20.4 Remuneration and Terms of Appointment

All appointments of officers are to be made on the terms and conditions and at the remuneration (whether by way of salary, fee, commission, participation in profits or otherwise) that the directors thinks fit and are subject to termination at the pleasure of the directors, and an officer may in addition to such remuneration be entitled to receive, after he or she ceases to hold such office or leaves the employment of the Company, a pension or gratuity.

21. INDEMNIFICATION

21.1 Definitions

In this Article 21:

(1) "eligible penalty" means a judgment, penalty or fine awarded or imposed in, or an amount paid in settlement of, an eligible proceeding;

(2) "eligible proceeding" means a legal proceeding or investigative action, whether current, threatened, pending or completed, in which a director, former director or alternate director of the Company (an "eligible party") or any of the heirs and legal personal representatives of the eligible party, by reason of the eligible party being or having been a director or alternate director of the Company:

(a) is or may be joined as a party; or

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(b) is or may be liable for or in respect of a judgment, penalty or fine in, or expenses related to, the proceeding;

(3) "expenses" has the meaning set out in the Business Corporations Act.

21.2 Mandatory Indemnification of Eligible Parties

Subject to the Business Corporations Act, the Company must indemnify a director, former director or alternate director of the Company and his or her heirs and legal personal representatives against all eligible penalties to which such person is or may be liable, and the Company must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by such person in respect of that proceeding. Each director and alternate director is deemed to have contracted with the Company on the terms of the indemnity contained in this Article 21.2.

21.3 Indemnification

Subject to any restrictions in the Business Corporations Act and these Articles, the Company may indemnify any person.

21.4 Non-Compliance with Business Corporations Act

The failure of a director, alternate director or officer of the Company to comply with the Business Corporations Act or these Articles or, if applicable, any former Companies Act or former Articles, does not invalidate any indemnity to which he or she is entitled under this Part.

21.5 Company May Purchase Insurance

The Company may purchase and maintain insurance for the benefit of any person (or his or her heirs or legal personal representatives) who:

(1) is or was a director, alternate director, officer, employee or agent of the Company;

(2) is or was a director, alternate director, officer, employee or agent of a corporation at a time when the corporation is or was an affiliate of the Company;

(3) at the request of the Company, is or was a director, alternate director, officer, employee or agent of a corporation or of a partnership, trust, joint venture or other unincorporated entity; or

(4) at the request of the Company, holds or held a position equivalent to that of a director, alternate director or officer of a partnership, trust, joint venture or other unincorporated entity;

against any liability incurred by him or her as such director, alternate director, officer, employee or agent or person who holds or held such equivalent position.

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22. DIVIDENDS

22.1 Payment of Dividends Subject to Special Rights

The provisions of this Article 22 are subject to the rights, if any, of shareholders holding shares with special rights as to dividends.

22.2 Declaration of Dividends

Subject to the Business Corporations Act, the directors may from time to time declare and authorize payment of such dividends as they may deem advisable.

22.3 No Notice Required

The directors need not give notice to any shareholder of any declaration under Article 22.2.

22.4 Record Date

The directors may set a date as the record date for the purpose of determining shareholders entitled to receive payment of a dividend. The record date must not precede the date on which the dividend is to be paid by more than two months. If no record date is set, the record date is 5 p.m. on the date on which the directors pass the resolution declaring the dividend.

22.5 Manner of Paying Dividend

A resolution declaring a dividend may direct payment of the dividend wholly or partly in money or by the distribution of specific assets or of fully paid shares or of bonds, debentures or other securities of the Company or any other corporation, or in any one or more of those ways.

22.6 Settlement of Difficulties

If any difficulty arises in regard to a distribution under Article 22.5, the directors may settle the difficulty as they deem advisable, and, in particular, may:

(1) set the value for distribution of specific assets;

(2) determine that money in substitution for all or any part of the specific assets to which any shareholders are entitled may be paid to any shareholders on the basis of the value so fixed in order to adjust the rights of all parties; and

(3) vest any such specific assets in trustees for the persons entitled to the dividend.

22.7 When Dividend Payable

Any dividend may be made payable on such date as is fixed by the directors.

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22.8 Dividends to be Paid in Accordance with Number of Shares

All dividends on shares of any class or series of shares must be declared and paid according to the number of such shares held.

22.9 Receipt by Joint Shareholders

If several persons are joint shareholders of any share, any one of them may give an effective receipt for any dividend, bonus or other money payable in respect of the share.

22.10 Dividend Bears No Interest

No dividend bears interest against the Company.

22.11 Fractional Dividends

If a dividend to which a shareholder is entitled includes a fraction of the smallest monetary unit of the currency of the dividend, that fraction may be disregarded in making payment of the dividend and that payment represents full payment of the dividend.

22.12 Payment of Dividends

Any dividend or other distribution payable in money in respect of shares may be paid by cheque, made payable to the order of the person to whom it is sent, and mailed to the registered address of the shareholder, or in the case of joint shareholders, to the registered address of the joint shareholder who is first named on the central securities register, or to the person and to the address the shareholder or joint shareholders may direct in writing. The mailing of such cheque will, to the extent of the sum represented by the cheque (plus the amount of the tax required by law to be deducted), discharge all liability for the dividend unless such cheque is not paid on presentation or the amount of tax so deducted is not paid to the appropriate taxing authority.

22.13 Capitalization of Retained Earnings or Surplus

Notwithstanding anything contained in these Articles, the directors may from time to time capitalize any retained earnings or surplus of the Company and may from time to time issue, as fully paid, shares or any bonds, debentures or other securities of the Company as a dividend representing the retained earnings or surplus so capitalized or any part thereof.

23. ACCOUNTING RECORDS AND AUDITORS

23.1 Recording of Financial Affairs

The directors must cause adequate accounting records to be kept to record properly the financial affairs and condition of the Company and to comply with the Business Corporations Act.

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23.2 Inspection of Accounting Records

Unless the directors determine otherwise, or unless otherwise determined by ordinary resolution, no shareholder of the Company is entitled to inspect or obtain a copy of any accounting records of the Company.

23.3 Remuneration of Auditors

The directors may set the remuneration of the auditors. If the directors so decide, the remuneration of the auditors will be determined by the shareholders.

24. NOTICES

24.1 Method of Giving Notice

Unless the Business Corporations Act or these Articles provides otherwise, a notice, statement, report or other record (for the purposes of this Article 24, a "record") required or permitted by the Business Corporations Act or these Articles to be sent by or to a person may be sent by any one of the following methods:

(1) mail addressed to the person at the applicable address for that person as follows:

(a) for a record mailed to a shareholder, the shareholder's registered address;

(b) for a record mailed to a director or officer, the prescribed address for mailing shown for the director or officer in the records kept by the Company or the mailing address provided by the recipient for the sending of that record or records of that class; or

(2) delivery at the applicable address for that person as follows, addressed to the person:

(a) for a record delivered to a shareholder, the shareholder's registered address;

(b) for a record delivered to a director or officer, the prescribed address for delivery shown for the director or officer in the records kept by the Company or the delivery address provided by the recipient for the sending of that record or records of that class; or

(3) sending the record by fax to the fax number provided by the intended recipient for the sending of that record or records of that class;

(4) sending the record by email to the email address provided by the intended recipient for the sending of that record or records of that class;

(5) making the record available for public electronic access in accordance with the procedures referred to as "notice-and-access" under National Instrument 54-101 and National

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Instrument 51-102, as applicable, of the Canadian Securities Administrators, or in accordance with any similar electronic delivery or access method permitted by applicable securities legislation from time to time; or

(6) physical delivery to the intended recipient.

24.2 Deemed Receipt

A notice, statement, report or other record that is:

(1) mailed to a person by ordinary mail to the applicable address for that person referred to in Article 24.1 is deemed to be received by the person to whom it was mailed on the day (Saturdays, Sundays and holidays excepted) following the date of mailing;

(2) faxed to a person to the fax number provided by that person referred to in Article 24.1 is deemed to be received by the person to whom it was faxed on the day it was faxed;

(3) e-mailed to a person to the e-mail address provided by that person referred to in Article 24.1 is deemed to be received by the person to whom it was e-mailed on the date it was e-mailed; and

(4) made available for public electronic access in accordance with the "notice-and-access" or similar delivery procedures referred to in Article 24.1(5) is deemed to be received by a person on the date it was made available for public electronic access.

24.3 Certificate of Sending

A certificate signed by the secretary, if any, or other officer of the Company or of any other corporation acting in that capacity on behalf of the Company stating that a notice, statement, report or other record was sent in accordance with Article 24.1 is conclusive evidence of that fact.

24.4 Notice to Joint Shareholders

A notice, statement, report or other record may be provided by the Company to the joint shareholders of a share by providing such record to the joint shareholder first named in the central securities register in respect of the share.

24.5 Notice to Legal Personal Representatives and Trustees

A notice, statement, report or other record may be provided by the Company to the persons entitled to a share in consequence of the death, bankruptcy or incapacity of a shareholder by:

(1) mailing the record, addressed to them:

(a) by name, by the title of the legal personal representative of the deceased or incapacitated shareholder, by the title of trustee of the bankrupt shareholder or by any similar description; and

(b) at the address, if any, supplied to the Company for that purpose by the persons claiming to be so entitled; or

(2) if an address referred to in paragraph (1)(b) has not been supplied to the Company, by giving the notice in a manner in which it might have been given if the death, bankruptcy or incapacity had not occurred.

24.6 Undelivered Notices

If on two consecutive occasions, a notice, statement, report or other record is sent to a shareholder pursuant to Article 24.1 and on each of those occasions any such record is returned because the shareholder cannot be located, the Company shall not be required to send any further records to the shareholder until the shareholder informs the Company in writing of his or her new address.

25. SEAL

25.1 Who May Attest Seal

Except as provided in Articles 25.2 and 25.3, the Company's seal, if any, must not be impressed on any record except when that impression is attested by the signatures of:

(1) any two directors;

(2) any officer, together with any director;

(3) if the Company only has one director, that director; or

(4) any one or more directors or officers or persons as may be determined by the directors.

25.2 Sealing Copies

For the purpose of certifying under seal a certificate of incumbency of the directors or officers of the Company or a true copy of any resolution or other document, despite Article 25.1, the impression of the seal may be attested by the signature of any director or officer or the signature of any other person as may be determined by the directors.

25.3 Mechanical Reproduction of Seal

The directors may authorize the seal to be impressed by third parties on share certificates or bonds, debentures or other securities of the Company as they may determine appropriate from time to time. To enable the seal to be impressed on any share certificates or bonds, debentures or other securities of the Company, whether in definitive or interim form, on which facsimiles of any of the signatures of the directors or officers of the Company are, in accordance with the Business Corporations Act or these Articles, printed or otherwise mechanically reproduced, there may be delivered to the person employed to engrave, lithograph or print such definitive or interim share certificates or bonds, debentures or other securities one or more unmounted dies reproducing the seal and such persons as are authorized under Article 25.1 to attest the Company's seal may in writing authorize such person to cause the seal to be impressed on such definitive or interim share certificates or bonds, debentures

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or other securities by the use of such dies. Share certificates or bonds, debentures or other securities to which the seal has been so impressed are for all purposes deemed to be under and to bear the seal impressed on them.

26. PROHIBITIONS

26.1 Definitions

In this Article 26:

(1) "designated security" means:

(a) a voting security of the Company;

(b) a security of the Company that is not a debt security and that carries a residual right to participate in the earnings of the Company or, on the liquidation or winding up of the Company, in its assets; or

(2) "security" has the meaning assigned in the Securities Act (British Columbia);

(3) "voting security" means a security of the Company that:

(a) is not a debt security, and

(b) carries a voting right either under all circumstances or under some circumstances that have occurred and are continuing.

26.2 Application

Article 26.3 does not apply to the Company if and for so long as it is a public company or a pre-existing reporting company which has the Statutory Reporting Company Provisions as part of its Articles or to which the Statutory Reporting Company Provisions apply.

26.3 Consent Required for Transfer of Shares or Designated Securities

No share or designated security may be sold, transferred or otherwise disposed of without the consent of the directors and the directors are not required to give any reason for refusing to consent to any such sale, transfer or other disposition.

SCHEDULE "K" - CERTAIN CORPORATE DIFFERENCES BETWEEN THE ABCA AND BCBCA

In general terms, the BCBCA provides the Company's shareholders substantively the same rights as are available to the Company's shareholders under the ABCA, including rights of dissent and appraisal and rights to bring derivative actions and oppression actions, and is consistent with corporate legislation in most other Canadian jurisdictions. There are, however, important differences concerning the qualifications of directors and certain shareholder remedies.

The following is a summary comparison of certain provisions of the BCBCA and the ABCA that pertain to rights of the Company's shareholders. This summary is not intended to be exhaustive and the Company's shareholders should consult their legal advisers regarding all of the implications of the Continuance. A copy of the BCBCA and a copy of the Company's proposed Notice of Articles and Articles are available for review upon request at the at the head office of the Company:

Lode Gold Resources Inc.
100 King St. West, Suite 5700
Toronto, Ontario, M5X 1C7, Canada

Charter Documents

Under the BCBCA, the charter documents will consist of a Notice of Articles, which sets forth, among other things, the name of the Company, the amount and type of authorized capital, and indicates if there are any rights and restrictions attached to the shares, and Articles, which will govern the management of the Company following the Continuance. The Notice of Articles is filed with the BCBCA Registrar, and the Articles will be filed only with the Company's registered and records office.

Similarly, under the ABCA, the Company has Articles of incorporation, which sets forth, among other things, the name of the Company and the amount and type of authorized capital and indicates if there are any rights and restrictions attached to the shares, the number of directors, any restrictions on the business the corporation may carry on, and By-laws, which govern the management of the Company. The Articles of incorporation are filed with the ABCA Registrar and the By-laws are filed only with the Company's registered and records office.

Alterations of Share Structure and Change of Name

Under the BCBCA, if specified in the Articles, the Board of Directors is provided with the flexibility to approve the alteration of the share structure of the Company to effect, among other things, the creation of classes of shares, a consolidation of its issued shares or an increase or decrease in the authorized share capital of the Company (collectively "Share Structure Alterations"). The procedure for a BCBCA company to carry out Share Structure Alterations will depend on the type of change. Under the ABCA, in order to effect Share Structure Alterations, a special resolution of the shareholders of the Company is required.

Similarly, under the BCBCA, the Board may resolve to change the name of the Company by special resolution, or by the type of resolution specified by the Articles. Under the ABCA, in order to effect a change of name of the Company, a special resolution of the shareholders of the Company is required.

The Articles adopted by the Company upon Continuance will permit the Board to approve Share Structure Alterations and to approve a change of name of the Company without shareholder approval.

Amendments to Charter Documents

Any substantive change to the corporate charter of a company under the BCBCA, such as an alteration of the restrictions, if any, on the business carried on by the Company, or an alteration of the special rights and restrictions attached to issued shares requires a resolution passed by the majority of votes specified by the Articles of the company or, if the Articles do not contain such a provision, a special resolution passed by two-thirds (2/3) of the votes cast on the resolution. The Articles proposed to be adopted by the Company provide that the foregoing

K-1

changes may be approved by special resolution of the shareholders of the class or series affected by the change. In addition, other fundamental changes such as a proposed amalgamation or continuation of a company out of the jurisdiction require a special resolution passed by two-thirds (2/3) of the votes cast on the resolution by holders of shares of each class entitled to vote at a general meeting of the company.

Under the ABCA such changes require a special resolution passed by a majority of not less than two-thirds (2/3) of the votes cast by the shareholders voting on the resolution authorizing the alteration and, where certain specified rights of the holders of a class or series of shares are affected differently by the alteration than the rights of the holders of other classes of shares, or in the case of holders of a series of shares, in a manner different from other shares of the same class, a special resolution passed by not less than two-thirds (2/3) of the votes cast by the holders of shares of each class, or series, as the case may be, whether or not they are otherwise entitled to vote.

Sale of Undertaking

Under the BCBCA, a corporation may sell, lease or otherwise dispose of all, or substantially all, of the undertaking of the company if it does so in the ordinary course of its business or if it has been authorized to do so by a special resolution passed by the majority of votes that the Articles of the Company specify is required (being at least two-thirds (2/3) and not more than three-quarters (3/4) of the votes cast on the resolution) or, if the Articles do not contain such a provision, a special resolution passed by at least two-thirds (2/3) of the votes cast on the resolution. Under the Articles proposed to be adopted by the Company, the special resolution will need to be passed by at least two-thirds (2/3) of the votes cast on the resolution.

The ABCA requires approval of the holders of the shares of a corporation represented at a duly called meeting of shareholders by not less than two-thirds (2/3) of the votes cast upon a special resolution for a sale, lease or exchange of all or substantially all of the property (as opposed to the "undertaking") of the corporation, other than in the ordinary course of business of the corporation. Each share of a corporation carries the right to vote in respect of a sale, lease or exchange of all or substantially all of the property of the corporation whether or not it otherwise carries the right to vote. Holders of shares of a class or series can vote only if that class or series is affected by the sale, lease or exchange in a manner different from the shares of another class or series.

While the shareholder approval thresholds will be the same under the BCBCA and the ABCA, there are differences in the nature of the sale which requires such approval, i.e., a sale of all or substantially all of the "undertaking" under the BCBCA and of all or substantially all of the "property" under the ABCA.

Rights of Dissent and Appraisal

The BCBCA provides that shareholders who dissent to certain actions being taken by a company may exercise a right of dissent and require the company to purchase the shares held by such shareholder at the fair value of such shares.

The dissent right is applicable in respect of:

(a) a resolution to alter the Articles to alter restrictions on the powers of the company or on the business it is permitted to carry on;

(b) a resolution to adopt an amalgamation agreement;

(d) a resolution to approve an arrangement, the terms of which arrangement permit dissent;

(e) a resolution to authorize or ratify the sale, lease or other disposition of all or substantially all of the company's undertaking;

(f) a resolution to authorize the continuation of the company into a jurisdiction other than British Columbia;

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(g) any other resolution, if dissent is authorized by the resolution; or
(h) any court order that permits dissent.

The ABCA contains a similar dissent remedy, subject to certain qualifications. Regarding (b) and (c) above, under the ABCA, there is no right of dissent in respect of an amalgamation between a corporation and its wholly-owned subsidiary, or between wholly-owned subsidiaries of the same corporation. The ABCA also contains a dissent remedy where a corporation resolves to amend its Articles to add, change or remove any provisions restricting or constraining the issue, transfer or ownership of shares of a class, and a dissent remedy where a corporation resolves to amend its Articles to add or remove an express statement establishing the unlimited liability of shareholders.

Oppression Remedies

Under the BCBCA, a shareholder of a company has the right to apply to the court on the grounds that:

(a) the affairs of the company are being or have been conducted, or that the powers of the directors are being or have been exercised, in a manner oppressive to one or more of the shareholders, including the applicant; or
(b) that some act of the company has been done or is threatened, or that some resolution of the shareholders or of the shareholders holding shares of a class or series of shares has been passed or is proposed, that is unfairly prejudicial to one or more of the shareholders, including the applicant.

On such an application, the court may make any interim or final order it considers appropriate including an order to prohibit any act proposed by the BCBCA company.

The ABCA contains rights that are substantially broader in that they are available to a larger class of complainants. Under the ABCA, a shareholder, former shareholder, director, former director, officer, or former officer of a corporation or any of its affiliates, creditor, or any other person who, in the discretion of the court, is a proper person to seek an oppression remedy, may apply to the court for an order to rectify the matters complained of where in respect of a corporation or any of its affiliates on the grounds that:

(a) any act or omission of the corporation or its affiliates effects a result;
(b) the business or affairs of the corporation or any of its affiliates are or have been carried on or conducted in a manner; or
(c) the powers of the directors of the corporation or its affiliates are or have been exercised in a manner

that is oppressive or unfairly prejudicial to, or that unfairly disregards the interests of, any security holder, creditor, director, or officer. The court may make an order to rectify the matters complained of.

Shareholder Derivative Actions

Under the BCBCA, a shareholder or director of a corporation may, with leave of the court, bring an action in the name and on behalf of the corporation to enforce a right, duty or obligation owed to the corporation that could be enforced by the corporation itself or to obtain damages for any breach of such a right, duty or obligation.

A broader right to bring a derivative action is contained in the ABCA, and this right extends to a shareholder, former shareholder, director, former director, officer, or former officer of a corporation or any of its affiliates, creditor, or any other person who, in the discretion of the court, is a proper person to bring a derivative action. In addition, the ABCA permits derivative actions to be commenced, with leave of the court, in the name and on behalf of a corporation or any of its subsidiaries.

Requisite Approvals

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Under the BCBCA, a company can establish in its Articles the levels for various shareholder approvals, other than those levels that are prescribed by the BCBCA. The percentage of votes required for a special resolution can be specified in the Articles and may be no less than two-thirds (2/3) and no more than three-quarters (3/4) of the votes cast.

The ABCA does not provide flexibility with respect to the level of shareholder approval required for ordinary resolutions and special resolutions. Under the ABCA, an ordinary resolution must be passed by no less than a majority of the votes cast by shareholders entitled to vote with respect to the resolution and a special resolution must be passed by not less than two-thirds (2/3) of the votes cast by the shareholders entitled to vote with respect to the resolution.

Shareholders' Proposals

A shareholder of a corporation incorporated under the ABCA who is entitled to vote, or a beneficial owner of shares, may submit notice of a shareholder proposal. To be eligible to make a proposal, a person must:

(a) be a registered holder or beneficial owner of a prescribed number of shares for a prescribed period. Under the regulations currently in effect, the prescribed number of shares is the number of voting shares (i) that is equal to at least 1% of all issued voting shares of the corporation as of the day on which the registered holder or beneficial owner of the shares submits a proposal, or (ii) whose fair market value as determined as of the close of business on the day before the registered holder or beneficial owner of the shares submits the proposal is at least $2,000. Under the regulations currently in effect, the prescribed period is the 6-month period immediately before the day on which the registered holder or beneficial owner of the shares submits the proposal;

(b) have the prescribed level of support of other registered holders or beneficial owners of shares. Under the regulations currently in effect, the prescribed level of support for the proposal by other registered holders or beneficial owners of shares is at least 5% of the issued voting shares of the corporation;

(c) provide to the corporation his or her name and address and the names and addresses of those registered holders or beneficial owners of shares who support the proposal; and

(d) continue to hold or own the prescribed number of shares up to and including the day of the meeting at which the proposal is to be made.

In comparison, a person submitting a proposal under the BCBCA must have been a registered owner or beneficial owner of one or more shares carrying the right to vote at general meetings and must have owned such shares for an uninterrupted period of at least two years before the date of signing the proposal. Similar to the requirements of the ABCA, the proposal must be signed by shareholders who, together with the submitter, are registered or beneficial owners of: (a) at least 1% of the issued shares of the corporation that carry the right to vote at general meetings; or (b) shares with a fair market value exceeding an amount prescribed by regulation (currently $2,000).

Requisition of Meetings

The BCBCA provides that one or more shareholders of a company holding not less than 5% of the issued voting shares of the company may give notice to the directors requiring them to call and hold a general meeting within four months.

The ABCA permits the holders of not less than 5% of the issued shares that carry the right to vote at a meeting to require the directors to call and hold a meeting of shareholders of a company for the purposes stated in the requisition. If the directors do not call a meeting within 21 days of receiving the requisition, any shareholder who signed the requisition may call the meeting.

Directors

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Both the BCBCA and ABCA provide that a public company in the case of the BCBCA and a distributing corporation in the case of the ABCA must have a minimum of three directors. Under the ABCA, at least two of the directors must not be officers or employees of the corporation or its affiliates.

Under the ABCA, subject to a unanimous shareholder agreement, directors may be removed by ordinary resolution whereas under the BCBCA, directors may be removed by a special resolution or, if the memorandum or Articles of a company otherwise provide that a director may be removed by a resolution of the shareholders entitled to vote at general meetings passed by less than a special majority or may be removed by some other method, by the resolution or method specified.

Status as a British Columbia Company

Currently, the Company’s authorized capital consists of an unlimited number of Lode Gold Shares and an unlimited number of preferred shares. If the Company’s shareholders approve the Continuance, the Company will continue with an authorized capital consisting of an unlimited number of Lode Gold Shares and an unlimited number of preferred shares.

As an ABCA corporation, the Company’s charter documents consist of Articles of incorporation and By-laws and any amendments thereto to date. An application for continuation becomes authorized when the shareholders voting on it have approved of the Continuance by a special resolution. On completion of the Continuance, the Company will cease to be governed by the ABCA and will thereafter be deemed to have been formed under the BCBCA. As part of the Continuance Resolution, the Company’s shareholders will be asked to approve the adoption of Continuance Application/Notice of Articles and Articles, which comply with the requirements of the BCBCA, copies of which are available for review by the Company’s shareholders at the Company’s registered and records office.

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L-1
SCHEDULE "L" – LONG-TERM INCENTIVE PLAN

[See attached]

LODE GOLD RESOURCES INC.
(the "Company")
Long-Term Incentive Plan

SECTION 1
ESTABLISHMENT AND PURPOSE OF THE PLAN

The Company wishes to establish this long-term incentive plan ("Plan"). The purpose of this Plan is to promote the long-term success of the Company and the creation of shareholder value by: (a) encouraging the attraction and retention of Eligible Persons; (b) encouraging such Eligible Persons to focus on critical long-term objectives; and (c) promoting greater alignment of the interests of such Eligible Persons with the interests of the Company, in each case as applicable to the type of Eligible Person to whom an Award is granted.

This Plan provides for the grant of Restricted Share Units, Performance Share Units, Deferred Share Units, Stock Appreciation Rights and Options to Eligible Persons, as further described herein.

This Plan and the Restricted Share Units, Performance Share Units, Deferred Share Units, Stock Appreciation Rights and Options issuable under the Plan are subject to Policy 4.4 – Security Based Compensation of the TSX Venture Exchange (the "Policy").

This Plan is a "rolling up to 10%" security based compensation plan, as such term is used in the Policy, permitting outstanding Incentive Securities in a maximum aggregate amount that is equal to ten percent (10%) of the issued and outstanding Shares at the date of any Award.

SECTION 2
DEFINITIONS

As used in this Plan, the following terms shall have the meanings set forth below:

(a) "Award" means any award of RSUs, PSUs, DSUs, Options or SARs granted under this Plan or, in the case of Options, any pre-existing stock option plan of the Company;

(b) "Award Agreement" means any written agreement, contract, or other instrument or document, including an electronic communication, as may from time to time be designated by the Company as evidencing any Award granted under this Plan;

(d) "Blackout Period" means an interval of time during which the Company has determined that one or more Participants may not trade any securities of the Company because they may be in possession of publicly undisclosed confidential material information pertaining to the Company;

(e) "Cessation Date" means the effective date on which a Participant ceases to be an Eligible Person for any reason;

(f) "Change of Control" means the occurrence of any one or more of the following events:

(i) a reorganization, amalgamation, merger, acquisition or other business combination (or a plan of arrangement in connection with any of the foregoing), other than solely involving the Company and any one or more of its affiliates, with respect to which all or substantially all of the persons who were the beneficial owners of the Shares and other securities of the Company immediately prior to such reorganization, amalgamation, merger, acquisition, business combination or plan of arrangement do not, following the completion of such reorganization,

amalgamation, merger, acquisition, business combination or plan of arrangement, beneficially own, directly or indirectly, more than 50% of the resulting voting rights (on a fully-diluted basis) of the Company or its successor;

(ii) the sale, exchange or other disposition to a person other than an affiliate of the Company of all, or substantially all of the Company's assets;

(iii) a resolution is adopted to wind-up, dissolve or liquidate the Company;

(iv) a change in the composition of the Board, which occurs at a single meeting of the shareholders of the Company or upon the execution of a shareholders' resolution, such that individuals who are members of the Board immediately prior to such meeting or resolution cease to constitute a majority of the Board, without the Board, as constituted immediately prior to such meeting or resolution, having approved of such change; or

(v) any person, entity or group of persons or entities acting jointly or in concert (an "Acquiror") acquires or acquires control (including, without limitation, the right to vote or direct the voting) of Voting Securities of the Company which, when added to the Voting Securities owned of record or beneficially by the Acquiror or which the Acquiror has the right to vote or in respect of which the Acquiror has the right to direct the voting, would entitle the Acquiror and/or associates and/or affiliates of the Acquiror to cast or to direct the casting of 20% or more of the votes attached to all of the Company's outstanding Voting Securities which may be cast to elect directors of the Company or the successor Company (regardless of whether a meeting has been called to elect directors);

For the purposes of the foregoing, "Voting Securities" means Shares and any other shares entitled to vote for the election of directors and shall include any security, whether or not issued by the Company, which are not shares entitled to vote for the election of directors but are convertible into or exchangeable for shares which are entitled to vote for the election of directors including any options or rights to purchase such shares or securities;

(g) "Committee" means such committee of the Board performing functions in respect of compensation as may be determined by the Board from time to time;

(h) "Company" means Lode Gold Resources Inc., a company incorporated under the British Columbia Business Corporations Act, and any of its successors;

(i) "Consultant" means a "Consultant" as defined in the Policy;

(j) "Deferred Share Unit" or "DSU" means a right to receive on a deferred basis a payment in Shares as provided in Subsection 5.3 hereof and subject to the terms and conditions of this Plan and the applicable Award Agreement;

(k) "Determination Date" means a date determined by the Board in its sole discretion but not later than 90 days after the expiry of a Performance Cycle;

(l) "Director" means a "Director" as defined in the Policy;

(m) "Disability" means any disability with respect to a Participant which the Board, in its sole and unfettered discretion, considers likely to prevent permanently the Participant from:

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(i) being employed or engaged by the Company, its subsidiaries or another employer, in a position the same as or similar to that in which he was last employed or engaged by the Company or its subsidiaries; or
(ii) acting as a Director or Officer;

(n) "Discounted Market Price" means "Discounted Market Price" as defined in Policy 1.1 – Interpretation of the TSX Venture Exchange;

(o) "DSU Payment Date" has the meaning set out in Subsection 5.3.5;

(p) "Effective Date" has the meaning set out in Section 8;

(q) "Election Form" means the form to be completed by a Director specifying the amount of Fees he or she wishes to receive in DSUs under this Plan;

(r) "Eligible Person" means a Director, Officer, Employee, Management Company Employee or Consultant of the Company or a subsidiary of the Company, or an Eligible Charitable Organization;

(s) "Employee" means an "Employee" as defined in the Policy;

(t) "Exchange" means the TSX Venture Exchange and, if applicable, any other stock exchange on which the Shares are listed;

(u) "Exchange Hold Period" means "Exchange Hold Period" as defined in Policy 1.1 – Interpretation of the TSX Venture Exchange;

(v) "Extension Period" has the meaning set out in Section 5.4.5;

(w) "Fees" means the annual board retainer, chair fees, meeting attendance fees or any other fees payable to a Director by the Company;

(x) "Grant Date" means, for any Award, the date specified in an Award Agreement as the date on which an Award is granted;

(y) "Incentive Securities" means the Options, DSUs, RSUs, PSUs and SARs issuable to any Participant under this Plan or, in the case of Options, any pre-existing stock option plan of the Company;

(z) "Insider" means an "Insider" as defined in Policy 1.1 – Interpretation of the TSX Venture Exchange;

(aa) "Investor Relations Activities" means "Investor Relations Activities" as defined in Policy 1.1 – Interpretation of the TSX Venture Exchange;

(bb) "Investor Relations Service Provider" means "Investor Relations Service Provider" as defined in the Policy;

(cc) "Management Company Employee" means a "Management Company Employee" as defined in the Policy;

(dd) "Market Price" of Shares at any Grant Date means the market price per Share as determined by the Board, provided that if the Company is listed on an Exchange, such price shall not be less than the market price determined in accordance with the rules of such Exchange;

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(ee) "Officer" means an "Officer" as defined in the Policy;

(ff) "Option" means an option to purchase Shares granted pursuant to, or governed by, this Plan and any pre-existing stock option plan of the Company;

(gg) "Option Plan" means the Company's Stock Option Plan last approved at the meeting of shareholders on July 6, 2023, as may be amended or restated from time to time;

(hh) "Participant" means any Eligible Person to whom Awards are granted;

(ii) "Participant's Account" means a notional account maintained for each Participant's participation in this Plan which will show any Incentive Securities credited to a Participant from time to time;

(jj) "Performance Criteria" means criteria established by the Board which, without limitation, may include criteria based on the Participant's personal performance and/or financial performance of the Company and its Subsidiaries, and that are to be used to determine the vesting of the PSUs;

(kk) "Performance Cycle" means the applicable performance cycle of the PSUs as may be specified by the Board in the applicable Award Agreement;

(ll) "Performance Share Unit" or "PSU" means a right awarded to a Participant to receive a payment in Shares as provided in Section 5.2 hereof and subject to the terms and conditions of this Plan and the applicable Award Agreement;

(mm) "Person" means any individual, corporation, partnership, association, joint-stock company, trust, unincorporated organization, or governmental authority or body;

(nn) "Restriction Period" means the time period between the Grant Date and the Vesting Date of an Award of RSUs specified by the Board in the applicable Award Agreement, which is subject to the requirements of this Plan with respect to vesting;

(oo) "Restricted Share Unit" or "RSU" means a right awarded to a Participant to receive a payment in Shares as provided in Subsection 5.1 hereof and subject to the terms and conditions of this Plan and the applicable Award Agreement;

(pp) "Retirement" means retirement from active employment with the Company or a subsidiary of the Company with the consent of an Officer;

(qq) "Security Based Compensation" means "Security Based Compensation" as defined in the Policy;

(rr) "Security Based Compensation Plans" has the meaning set out in Subsection 4.1.1;

(ss) "Stock Appreciation Right" or "SAR" means a right awarded to a Participant to receive a payment in Shares as provided in Subsection 5.5 hereof and subject to the terms and conditions of this Plan and the applicable Award Agreement;

(tt) "SAR Amount" has the meaning set out in Subsection 5.5.3;

(uu) "SAR Grant Price" has the meaning set out in Subsection 5.5.2;

(vv) "Securities Act" means the Securities Act (British Columbia), as amended from time to time;

(ww) "Shares" means the common shares of the Company;

(xx) "Trading Day" means any date on which the TSX Venture Exchange (or other Exchange if the Shares are not listed on the TSX Venture Exchange) is open for trading; and

(yy) "Vesting Date" means, for any Award, the date when the Award is fully vested in accordance with the provisions of this Plan and the applicable Award Agreement.

SECTION 3 ADMINISTRATION

3.1 BOARD TO ADMINISTER PLAN. Except as otherwise provided herein, this Plan shall be administered by the Board and the Board shall have full authority to administer this Plan, including the authority to interpret and construe any provision of this Plan and to adopt, amend and rescind such rules and regulations for administering this Plan as the Board may deem necessary in order to comply with the requirements of this Plan.

3.2 DELEGATION TO COMMITTEE. All of the powers exercisable hereunder by the Board may, to the extent permitted by applicable law and as determined by resolution of the Board, be delegated to and exercised by the Committee or such other committee as the Board may determine.

3.3 INTERPRETATION. All actions taken and all interpretations and determinations made or approved by the Board in good faith shall be final and conclusive and shall be binding on the Participants and the Company, subject to any required approval of the Exchange.

3.4 NO LIABILITY. No Director shall be personally liable for any action taken or determination or interpretation made or approved in good faith in connection with this Plan and the Directors shall, in addition to their rights as Directors, be fully protected, indemnified and held harmless by the Company with respect to any such action taken or determination or interpretation made. The appropriate officers of the Company are hereby authorized and empowered to do all things and execute and deliver all instruments, undertakings and applications and writings as they, in their absolute discretion, consider necessary for the implementation of this Plan and of the rules and regulations established for administering this Plan. All costs incurred in connection with this Plan shall be for the account of the Company.

SECTION 4 SHARES AVAILABLE FOR AWARDS

4.1 LIMITATIONS ON SHARES AVAILABLE FOR ISSUANCE.

4.1.1 The maximum aggregate number of Shares issuable in respect of all Incentive Securities granted or issued under this Plan and all of the Company's other previously established or proposed Security Based Compensation plans to which these limitations apply under Exchange policies (collectively, "Security Based Compensation Plans"), at any point in time, shall not exceed ten percent (10%) of the total number of issued and outstanding Shares on a non-diluted basis at such point in time.

4.1.2 The maximum aggregate number of Shares issuable to any one Consultant in any twelve (12) month period in respect of all Incentive Securities granted or issued under Security Based Compensation Plans shall not exceed two percent (2%) of the issued and outstanding Shares on a non-diluted basis on the Grant Date.

4.1.3 The maximum aggregate number of Shares issuable to any one Participant in any twelve (12) month period in respect of all Incentive Securities granted or issued under Security

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Based Compensation Plans shall not exceed five percent (5%) of the issued and outstanding Shares on a non-diluted basis on the Grant Date, unless the Company has obtained the requisite disinterested shareholder approval pursuant to the Policy.

4.1.4 The maximum aggregate number of Shares issuable to all Insiders (as a group) at any point in time in respect of all Incentive Securities granted or issued under Security Based Compensation Plans shall not exceed ten percent (10%) of the issued and outstanding Shares on a non-diluted basis at such point in time.

4.1.5 The maximum aggregate number of Shares issuable to all Insiders (as a group) in any twelve (12) month period in respective of all Incentive Securities granted or issued under Security Based Compensation Plans shall not exceed ten percent (10%) of the issued and outstanding Shares on a non-diluted basis on the Grant Date, unless the Company has obtained the requisite disinterested shareholder approval pursuant to the Policy.

4.1.6 Eligible Persons who are Investor Relations Service Providers may only receive Options as Awards under this Plan if the Shares are listed on the TSX Venture Exchange at the time of issuance or grant, and the maximum aggregate number of Shares issuable to all Investor Relations Service Providers in any twelve (12) month period pursuant to the exercise of Options shall not exceed two percent (2%) of the issued and outstanding Shares on a non-diluted basis on the Grant Date.

4.1.7 Eligible Persons who are Eligible Charitable Organizations may only receive Options as Awards under this Plan if the Shares are listed on the TSX Venture Exchange at the time of issuance or grant, and the maximum aggregate number of Shares issuable to all Eligible Charitable Organizations at any point in time in respect of all Incentive Securities granted or issued under Security Based Compensation Plans shall not exceed one percent (1%) of the issued and outstanding Shares on a non-diluted basis at such point in time. Notwithstanding any other provisions of this Plan, Options granted to Eligible Charitable Organizations will not be included in the other limits set out in this Section 4 or elsewhere in this Plan.

4.2 ACCOUNTING FOR AWARDS. The number of Shares underlying an Award, or to which such Award relates, shall be counted on the Grant Date of such Award against the aggregate number of Shares available for granting or issuing Awards under this Plan. As this Plan is a "rolling up to 10%" Security Based Compensation plan, as such term is used in the Policy, the number of Incentive Securities issuable under this Plan will replenish in an amount equal to the number of Shares issued pursuant to the exercise or vesting, as applicable, of such Incentive Securities at any point in time. Notwithstanding anything herein to the contrary, any Shares related to Awards which have been settled in cash, cancelled, surrendered, forfeited, expired or otherwise terminated without the issuance of such Shares shall be available again for granting Awards under this Plan.

4.3 ADJUSTMENTS FOR SHARE SPLITS AND CONSOLIDATIONS. If the number of outstanding Shares is increased or decreased as a result of a Share split or consolidation, the Board may make appropriate adjustments, in accordance with the terms of this Plan, the policies of the Exchange, and applicable laws, to the number and price (or other basis upon which an Award is measured) of Incentive Securities credited to a Participant. Any determinations by the Board as to the required adjustments shall be made in its sole discretion and all such adjustments shall be conclusive and binding for all purposes under this Plan.

4.4 OTHER ADJUSTMENTS. Any adjustment, other than as noted in section 4.3, to an Award granted or issued under this Plan must be subject to the prior acceptance of the Exchange, including adjustments related to an amalgamation, merger, arrangement, reorganization, recapitalization, spin-off, dividend or other distribution. Any increase in the number of Shares underlying outstanding Awards as a result of the adjustment provisions provided in section 4.3

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or 4.4 is subject to compliance with the limits set out in section 4.1 and, if any increase in the number of Shares underlying outstanding Awards as a result of the adjustment provisions provided in section 4.3 or 4.4 would result in any limit set out in section 4.1 being exceeded, then the Company may, if determined by the Board in its sole and unfettered discretion (subject to the prior approval of the Exchanges, if applicable), make payment in cash to the Participant in lieu of increasing the number of Shares underlying outstanding Awards in order to properly reflect any diminution in value of the underlying Shares as a result of the event that triggers the adjustment.

4.5 VESTING REQUIREMENT. No Award granted or issued under this Plan, other than Options, may vest before the date that is one year following the date it is granted or issued. Notwithstanding this provision, subject to the approval of the Exchange with respect to Awards held by Investor Relations Service Providers, vesting may be accelerated by the Board in its sole discretion for Awards held by a Participant who dies or who ceases to be an Eligible Person under this Plan in connection with a change of control, take-over bid, reverse takeover or other similar transaction as permitted by section 4.6 of the Policy. All Options granted to Investor Relations Service Providers must vest and become exercisable in stages over a period of not less than twelve (12) months, with no more than one-quarter (1/4) of such Options vesting sooner than three (3) months after the Options were granted and no more than another one-quarter (1/4) of the Options becoming exercisable in any following three (3) month period.

4.6 OPTION PLAN. As of the Effective Date, Options which are outstanding under the Option Plan shall continue to be exercisable and shall be deemed to be governed by and be subject to the terms and conditions of this Plan.

4.7 RESALE RESTRICTIONS. All Incentive Securities shall be subject to any applicable resale restrictions pursuant to applicable securities laws. In addition, Incentive Securities and Shares underlying Incentive Securities that are subject to the Exchange Hold Period pursuant to Exchange Policy 1.1 must contain a legend with the Exchange Hold Period commencing on the Grant Date, and the Award Agreement shall contain any applicable resale restriction or Exchange Hold Period.

4.8 BONA FIDE PARTICIPANTS. In respect of Awards granted to Employees, Consultants, Consultant Companies or Management Company Employees, the Company and the Participant is representing herein and in the applicable Award Agreement that the Participant is a bona fide Employee, Consultant, Consultant Company or Management Company Employee, as the case may be, of the Company or a subsidiary of the Company. The execution of an Award Agreement shall constitute conclusive evidence that it has been completed in compliance with this Plan.

SECTION 5. AWARDS

5.1 RESTRICTED SHARE UNITS

5.1.1 ELIGIBILITY AND PARTICIPATION. Subject to the provisions of this Plan and such other terms and conditions as the Board may prescribe, the Board may, from time to time, grant Awards of RSUs to Eligible Persons. RSUs granted to a Participant shall be credited, as of the Grant Date, to the Participant's Account. The number of RSUs to be credited to each Participant shall be determined by the Board in its sole discretion in accordance with this Plan. Each RSU shall, contingent upon the lapse of any restrictions, represent one (1) Share, unless otherwise specified in the applicable Award Agreement. The number of RSUs granted pursuant to an Award and the Restriction Period in respect of such RSUs shall be specified in the applicable Award Agreement.

5.1.2 RESTRICTIONS. RSUs shall be subject to such restrictions as the Board, in its sole discretion, may establish in the applicable Award Agreement, which restrictions may lapse

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separately or in combination at such time or times and on such terms, conditions and satisfaction of objectives as the Board may, in its discretion, determine at the time an Award is granted.

5.1.3 VESTING. All RSUs will vest and become payable by the issuance of Shares at the end of the Restriction Period if all applicable restrictions have lapsed, as such restrictions may be specified in the Award Agreement.

5.1.4 CHANGE OF CONTROL. Unless otherwise determined by the Board, in the event of a Change of Control, all restrictions upon any RSUs shall lapse immediately and all such RSUs shall become fully vested in the Participant and will accrue to the Participant in accordance with Subsection 5.1.9, provided that no acceleration of vesting of RSUs upon a Change of Control can occur prior to the date that is one year from the date of grant of such RSUs unless the Participant ceases to be an Eligible Person in connection with such Change of Control.

5.1.5 DEATH. Other than as may be set forth in the applicable Award Agreement, upon the death of a Participant, any RSUs granted to such Participant which, prior to the Participant's death, have not vested, will be immediately and automatically forfeited and cancelled without further action and without any cost or payment, and the Participant or his or her estate, as the case may be, shall have no right, title or interest therein whatsoever. Any RSUs granted to such Participant which, prior to the Participant's death, had vested pursuant to the terms of the applicable Award Agreement will accrue to the Participant's estate in accordance with Subsection 5.1.9 thereof.

5.1.6 TERMINATION OF EMPLOYMENT OR SERVICE.

(a) Where a Participant's employment is terminated by the Company or a subsidiary of the Company for cause, or where a Participant's consulting agreement is terminated as a result of the Participant's breach, all RSUs granted to the Participant under this Plan will immediately terminate without payment, be forfeited and cancelled and shall be of no further force or effect as of the date of termination determined by the Board.

(b) Where a Participant's employment is terminated by the Company or a subsidiary of the Company without cause, by voluntary termination or due to Retirement by the Participant, or where a Participant's consulting agreement is terminated for a reason other than the Participant's breach, unless the applicable Award Agreement provides otherwise and subject to the provisions below, all RSUs granted to the Participant under this Plan that have not vested will immediately terminate without payment, be forfeited and cancelled and shall be of no further force or effect as of the date of termination determined by the Board, provided, however, that any RSUs granted to such Participant which, prior to the Participant's termination without cause, voluntary termination, Retirement or breach of agreement, had vested pursuant to the terms of the applicable Award Agreement will accrue to the Participant in accordance with Subsection 5.1.9 thereof.

5.1.7 DISABILITY. Where a Participant becomes afflicted by a Disability, all RSUs granted to the Participant under this Plan will continue to vest in accordance with the terms of such RSUs, provided, however, that no RSUs may be redeemed during a leave of absence. Where a Participant's employment or consulting agreement with the Company or a subsidiary of the Company is terminated due to Disability, unless the applicable Award Agreement provides otherwise and subject to the provisions below, all RSUs granted to the Participant under this Plan that have not vested will immediately terminate without

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payment, be forfeited and cancelled and shall be of no further force or effect as of the date of termination determined by the Board, provided, however, that any RSUs granted to such Participant that, prior to the Participant's termination due to Disability, had vested pursuant to term of the applicable Award Agreement will accrue to the Participant in accordance with Subsection 5.1.9 hereof.

5.1.8 CESSATION OF DIRECTORSHIP. Where, in the case of Directors, a Participant ceases to be a Director for any reason, any RSUs granted to the Participant under this Plan that have not yet vested will, unless the applicable Award Agreement provides otherwise and subject to the provisions below, immediately terminate without payment, be forfeited and cancelled and shall be of no further force or effect as of the Cessation Date, provided, however, that any RSUs granted to such Participant which, prior to the Cessation Date for any reason, had vested pursuant to the terms of the applicable Award Agreement will accrue to the Participant in accordance with Subsection 5.1.9 hereof.

5.1.9 PAYMENT OF AWARD. As soon as practicable after each Vesting Date of an Award of RSUs, and subject to the applicable Award Agreement, the Company shall issue from treasury to the Participant, or if Subsection 5.1.5 applies, to the Participant's estate, a number of Shares equal to the number of RSUs credited to the Participant's Account that become payable on the Vesting Date. As of the Vesting Date, the RSUs in respect of which such Shares are issued shall be cancelled and no further payments shall be made to the Participant under this Plan in relation to such RSUs. Such payments shall be made entirely in Shares, unless otherwise provided for in the applicable Award Agreement.

5.2 PERFORMANCE SHARE UNITS

5.2.1 ELIGIBILITY AND PARTICIPATION. Subject to the provisions of this Plan and such other terms and conditions as the Board may prescribe, the Board may, from time to time, grant Awards of PSUs to Eligible Persons. PSUs granted to a Participant shall be credited, as of the Grant Date, to the Participant's Account. The number of PSUs to be credited to each Participant shall be determined by the Board, in its sole discretion, in accordance with this Plan. Each PSU shall, contingent upon the attainment of the Performance Criteria within the Performance Cycle, represent one (1) Share, unless otherwise specified in the applicable Award Agreement. The number of PSUs granted pursuant to an Award, the Performance Criteria that must be satisfied in order for the PSUs to vest and the Performance Cycle in respect of such PSUs shall be specified in the applicable Award Agreement.

5.2.2 PERFORMANCE CRITERIA. The Board will select, settle and determine the Performance Criteria (including without limitation the attainment thereof), for purposes of the vesting of the PSUs, in its sole discretion. An Award Agreement may provide the Board with the right, during a Performance Cycle or after it has ended, to revise the Performance Criteria and the Award amounts if unforeseen events (including, without limitation, changes in capitalization, an equity restructuring, an acquisition or a divestiture) occur which have a substantial effect on the financial results and which in the sole judgment of the Board make the application of the original Performance Criteria unfair or inappropriate unless a revision is made. Notices will be provided by the Company to the Exchange, if required, with respect to the foregoing.

5.2.3 VESTING. All PSUs will vest and become payable to the extent that the Performance Criteria set forth in the Award Agreement are satisfied for the Performance Cycle, the determination of which shall be made by the Board on the Determination Date.

5.2.4 CHANGE OF CONTROL. Unless otherwise determined by the Board, in the event of a Change of Control, all PSUs granted to a Participant shall become fully vested in such Participant (without regard to the attainment of any Performance Criteria) and shall

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become payable to the Participant in accordance with Subsection 5.2.9 hereof, provided that no acceleration of vesting of PSUs upon a Change of Control can occur prior to the date that is one year from the date of grant of such PSUs unless the Participant ceases to be an Eligible Person in connection with such Change of Control.

5.2.5 DEATH. Other than as may be set forth in the applicable Award Agreement and below, upon the death of a Participant, all PSUs granted to the Participant which, prior to the Participant's death, have not vested, will immediately and automatically be forfeited and cancelled without further action and without any cost or payment, and the Participant or his or her estate, as the case may be, shall have no right, title or interest therein whatsoever, provided, however, the Board may determine, in its sole discretion, the number of the Participant's PSUs that will vest based on the extent to which the applicable Performance Criteria set forth in the Award Agreement have been satisfied in that portion of the Performance Cycle that has lapsed. The PSUs that the Board determines to have vested shall become payable in accordance with Subsection 5.2.9 thereof.

5.2.6 TERMINATION OF EMPLOYMENT OR SERVICE.

(a) Where a Participant's employment is terminated by the Company or a subsidiary of the Company for cause, or where a Participant's consulting agreement is terminated as a result of the Participant's breach, all PSUs granted to the Participant under this Plan will immediately terminate without payment, be forfeited and cancelled and shall be of no further force or effect as of the date of termination determined by the Board.

(b) Where a Participant's employment is terminated by the Company or a subsidiary of the Company without cause, by voluntary termination or due to Retirement by the Participant, or where a Participant's consulting agreement is terminated for a reason other than the Participant's breach, unless the applicable Award Agreement provides otherwise and subject to the provisions below, all PSUs granted to the Participant which, prior to the Participant's termination, have not vested, will immediately and automatically be forfeited and cancelled without further action and without any cost or payment, and the Participant shall have no right, title or interest therein whatsoever as of the date of termination determined by the Board, provided, however, the Board may determine, in its sole discretion, the number of the Participant's PSUs that will vest based on the extent to which the applicable Performance Criteria set forth in the Award Agreement have been satisfied in that portion of the Performance Cycle that has lapsed. The PSUs that the Board determines to have vested shall become payable in accordance with Subsection 5.2.9 thereof.

5.2.7 DISABILITY. Where a Participant becomes afflicted by a Disability, all PSUs granted to the Participant under this Plan will continue to vest in accordance with the terms of such PSUs, provided, however, that no PSUs may be redeemed during a leave of absence. Where a Participant's employment or consulting agreement with the Company or a subsidiary of the Company is terminated due to Disability, unless the applicable Award Agreement provides otherwise and subject to the provisions below, all PSUs granted to the Participant under this Plan that have not vested will immediately and automatically be forfeited and cancelled without further action and without any cost or payment, and the Participant shall have no right, title or interest therein whatsoever as of the date of termination determined by the Board, provided, however, that the Board may determine, in its sole discretion, the number of the Participant's PSUs that will vest based on the extent to which the applicable Performance Criteria set forth in the Award Agreement have been satisfied in that portion of the Performance Cycle that has lapsed.

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The PSUs that the Board determines to have vested shall become payable in accordance with Subsection 5.2.9 hereof.

5.2.8 CESSATION OF DIRECTORSHIP. Where, in the case of Directors, a Participant ceases to be a Director for any reason, any PSUs granted to the Participant under this Plan that have not yet vested will, unless the applicable Award Agreement provides otherwise and subject to the provisions below, immediately terminate without payment, be forfeited and cancelled and shall be of no further force or effect as of the Cessation Date, provided, however, that the Board may determine, in its sole discretion, the number of the Participant's PSUs that will vest based on the extent to which the applicable Performance Criteria set forth in the Award Agreement have been satisfied in that portion of the Performance Cycle that has lapsed. The PSUs that the Board determines to have vested shall become payable in accordance with Subsection 5.2.9 hereof.

5.2.9 PAYMENT OF AWARD. Subject to the applicable Award Agreement, payment to Participants in respect of vested PSUs shall be made after the Determination Date for the applicable Award and in any case within ninety (90) days after the last day of the Performance Cycle to which such Award relates. Such payments shall be made entirely in Shares, unless otherwise provided for in the applicable Award Agreement. The Company shall issue from treasury to the Participant, or if Subsection 5.2.5 applies, to the Participant's estate, a number of Shares equal to the number of PSUs that have vested. As of the Vesting Date, the PSUs in respect of which such Shares are issued shall be cancelled and no further payments shall be made to the Participant under this Plan in relation to such PSUs.

5.2.10 PERFORMANCE EVALUATION; ADJUSTMENT OF GOALS. At the time that a PSU is first issued, the Board, in the Award Agreement or in another written document, may specify whether performance will be evaluated including or excluding the effect of any of the following events that occur during the Performance Cycle or Restriction Period, as the case may be: (A) judgments entered or settlements reached in litigation; (B) the write down of assets; (C) the impact of any reorganization or restructuring; (D) the impact of changes in tax laws, accounting principles, regulatory actions or other laws affecting reported results; (E) extraordinary non-recurring items as may be described in the Company's management's discussion and analysis of financial condition and results of operations for the applicable financial year; (F) the impact of any mergers, acquisitions, spin-offs or other divestitures; (G) foreign exchange gains and losses; and (H) other extraordinary events having a similar impact on a Participant's ability to satisfy Performance Criteria, as determined in the discretion of the Board.

5.2.11 ADJUSTMENT OF PERFORMANCE SHARE UNITS. The Board shall have the sole discretion to adjust the determination of the degree of attainment of the pre-established Performance Criteria or restrictions, as the case may be, as may be set out in the applicable Award Agreement governing the relevant PSU. Notwithstanding any provision herein to the contrary, the Board may not make any adjustment or take any other action with respect to any PSU that will increase the amount payable under any such PSU. The Board shall retain the sole discretion to adjust PSUs downward or to otherwise reduce the amount payable with respect to any Award of PSUs.

5.3 DEFERRED SHARE UNITS

5.3.1 ELIGIBILITY AND PARTICIPATION. Subject to the provisions of this Plan and such other terms and conditions as the Board may prescribe, the Board may, from time to time, grant Awards of DSUs to Eligible Persons. DSUs granted to a Participant shall be credited, as of the Grant Date, to the Participant's Account. The number of DSUs to be credited to each Participant shall be determined by the Board in its sole discretion in accordance with this Plan. Each DSU shall, contingent upon the occurrence of the

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applicable vesting criteria, represent one (1) Share. The number of DSUs granted pursuant to an Award and the vesting criteria in respect of such DSUs shall be specified in the applicable Award Agreement.

5.3.2 ELECTION BY DIRECTORS. Each Director may elect to receive any part or all of his or her Fees in DSUs under this Plan. Elections by Participants regarding the amount of their Fees that they wish to receive in DSUs shall be made no later than 90 days after this Plan is adopted by the Board, and thereafter no later than December 31 of any given year with respect to Fees for the following year. Any Director who becomes a Participant during a fiscal year and wishes to receive an amount of his or her Fees for the remainder of that year in DSUs must make his or her election within 60 days of becoming a Director.

5.3.3 CALCULATION. In the case of an election by a Director, the number of DSUs to be credited to the Participant's Account shall be calculated by dividing the amount of Fees selected by an Director in the applicable Election Form by the Market Price on the Grant Date, or if more appropriate, another trading range that best represents the period for which the award was earned (subject to minimum pricing requirements under Exchange policies). If, as a result of the foregoing calculation, a Participant shall become entitled to a fractional DSU, the Participant shall only be credited with a full number of DSUs (rounded down) and no payment or other adjustment will be made with respect to the fractional DSU.

5.3.4 CHANGE OF CONTROL. Unless otherwise determined by the Board, in the event of a Change of Control, all DSUs granted to a Participant shall become fully vested in such Participant and shall become payable to the Participant in accordance with Subsection 5.3.5 hereof, provided that no acceleration of vesting of DSUs upon a Change of Control can occur prior to the date that is one year from the date of grant of such DSUs unless the Participant ceases to be an Eligible Person in connection with such Change of Control.

5.3.5 PAYMENT OF AWARD. After the effective date that the Participant ceases to be an Eligible Person for any reason or any earlier vesting period(s) as may be set forth in the applicable Award Agreement, each Participant shall be entitled to receive on the DSU Payment Date that number of Shares equal to the number of DSUs credited to the Participant's Account, such Shares to be issued from treasury of the Company. The aforementioned payment will occur on the date (the "DSU Payment Date") that is one of two (2) dates designated by the Participant and communicated to the Company by the Participant in writing at least fifteen (15) days prior to the designated day (or such earlier date as the Participant and the Company may agree, which dates shall be no earlier than then ninetieth (90) day following the year of the Cessation Date and no later than the end of the calendar year following the year of the Cessation Date, or any earlier period in which the DSUs vested, as the case may be) and if no such notice is given, then on the first anniversary of the Cessation Date or any earlier period on which the DSUs vested, as the case may be, at the sole discretion of the Participant.

5.3.6 DEATH. Upon death of a Participant, the Participant's estate shall be entitled to receive, within 120 days after the Participant's death and at the sole discretion of the Board, such Shares that would have otherwise been payable in accordance with Subsection 5.3.5 hereof to the Participant upon such Participant ceasing to be an Eligible Person.

5.4 OPTIONS

5.4.1 ELIGIBILITY AND PARTICIPATION. Subject to the provisions of this Plan and such other terms and conditions as the Board may prescribe, the Board may, from time to time, grant Awards of Options to Eligible Persons. Options granted to a Participant shall

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be credited, as of the Grant Date, to the Participant's Account. The number of Options to be credited to each Participant shall be determined by the Board in its sole discretion in accordance with this Plan. Each vested Option shall represent the right to purchase one (1) Share in accordance with its terms and the terms of this Plan. The number of Options granted pursuant to an Award shall be specified in the applicable Award Agreement.

5.4.2 EXERCISE PRICE. The exercise price of the Options shall be determined by the Board at the time the Option is granted. In no event shall such exercise price be lower than the discounted Market Price permitted by the Exchange, which shall be the Discounted Market Price if the Shares are listed on the TSX Venture Exchange at the time of grant. The Board shall not reprice any Options granted under this Plan, except in accordance with the rules and policies of the Exchange. For greater certainty, the Company will be required to obtain disinterested shareholder approval in accordance with the Policy in respect of any extension or reduction in the exercise price of Options granted to any Participant if the Participant is an Insider at the time of the proposed reduction or extension.

5.4.3 TIME AND CONDITIONS OF EXERCISE. The Board shall determine the time or times at which an Option may be exercised in whole or in part, provided that the term of any Option granted under this Plan shall not exceed ten years. In the case of an Option granted to an Eligible Charitable Organization, such Option must be exercised on or before the earlier of (a) ten years from the date of grant and (b) the 90th day following the date that the holder ceases to be an Eligible Charitable Organization. The Board shall also determine the vesting, performance and/or other conditions, if any, that must be satisfied before all or part of an Option may be exercised. Vesting provisions applied to Options granted to Participants who are Investor Relations Service Providers must be in compliance with Section 4.5.

5.4.4 EVIDENCE OF GRANT. All Options shall be evidenced by a written Award Agreement. The Award Agreement shall reflect the Board's determinations regarding the exercise price, time and conditions of exercise (including vesting provisions) and such additional provisions as may be specified by the Board.

5.4.5 EXERCISE. The exercise of any Option will be contingent upon receipt by the Company of a written notice of exercise in the manner and in the form set forth in the applicable Award Agreement, which written notice shall specify the number of Shares with respect to which the Option is being exercised, and which shall, be accompanied by a cheque, bank draft or other method of cash payment as is acceptable to the Company for the full purchase price of such Shares with respect to which the Option is exercised. Certificates for such Shares shall be issued and delivered to the Participant within a reasonable time following the receipt of such notice and payment. Neither the Participants nor their legal representatives, legatees or distributees will be, or will be deemed to be, a holder of any Shares unless and until the certificates for the Shares issuable pursuant to Options under this Plan are issued to such Participants under the terms of this Plan. In the event that the expiry date of an Option falls during a Blackout Period, the expiry date of such Option shall automatically be extended to a date which is ten (10) business days following the end of such Blackout Period (the "Extension Period"), subject to no cease trade order being in place under applicable securities laws; provided that if an additional Blackout Period is subsequently imposed by the Company during the Extension Period, then such Extension Period shall be deemed to commence following the end of such additional Blackout Period to enable the exercise of such Option within ten (10) business days following the end of the last imposed Blackout Period. Notwithstanding the foregoing methods of Option exercise, the Committee may, in its sole discretion, permit the exercise of an Option through either:

(a) a cashless exercise ("Cashless Exercise") mechanism, whereby the Company

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has an arrangement with a brokerage firm pursuant to which the brokerage firm:

(i) agrees to loan money to a Participant to purchase the Shares underlying the Options to be exercised by the Participant;

(ii) then sells a sufficient number of Shares to cover the exercise price of the Options in order to repay the loan made to the Participant; and

(iii) receives an equivalent number of Shares from the exercise of the Options and the Participant receives the balance of Shares pursuant to such exercise, or the cash proceeds from the sale of the balance of such Shares (or in such other portion of Shares and cash as the broker and Participant may otherwise agree); or

(b) a net exercise ("Net Exercise") mechanism, whereby Options, excluding Options held by any Investor Relations Service Provider, are exercised without the Participant making any cash payment so the Company does not receive any cash from the exercise of the subject Options, and instead the Participant receives only the number of underlying Shares that is equal to the quotient obtained by dividing:

(i) the product of the number of Options being exercised multiplied by the difference between the VWAP of the underlying Shares and the exercise price of the subject Options; by

(ii) the VWAP of the underlying Shares.

In the event of a Cashless Exercise or Net Exercise, the number of Options exercised, surrendered or converted, and not the number of Shares actually issued by the Company, must be included in calculating the limits set forth in section 4.1.

5.4.6 CHANGE OF CONTROL. In the event of a Change of Control, each outstanding Option, to the extent that it has not otherwise become vested and exercisable, and subject to the applicable Award Agreement, shall automatically become fully and immediately vested and exercisable, without regard to any other applicable vesting requirement, subject to the Policy. For greater certainty, any acceleration of vesting of Options held by a Participant who is a Investor Relations Servicer Provider is subject to prior Exchange acceptance.

5.4.7 DEATH. Where a Participant shall die, any Option held by such Participant at the date of death shall be exercisable in whole or in part only by the person or persons to whom the rights of the Participant under the Option shall pass by the will of the Participant or the laws of descent and distribution for a period of 120 days after the date of death of the Participant or prior to the expiration of the Option, whichever is sooner, and then only to the extent that such Participant was entitled to exercise the Option at the date of death of such Participant.

5.4.8 TERMINATION OF EMPLOYMENT OR SERVICE.

(a) Where a Participant's employment is terminated by the Company or a subsidiary of the Company for cause, or where a Participant's consulting agreement is terminated as a result of the Participant's breach, no Option held by such Participant shall be exercisable from the date of termination determined by the Board.

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(b) Where a Participant's employment is terminated by the Company or a subsidiary of the Company without cause, by voluntary termination or due to Retirement by the Participant, or where a Participant's consulting agreement is terminated for a reason other than the Participant's breach, any Option held by such Participant at such time shall remain exercisable in full at any time, and in part from time to time, for a period of 90 days after the date of termination determined by the Board (subject to any longer period set out in the applicable Award Agreement, which period shall not, in any event, exceed twelve (12) months from the date of termination determined by the Board) or prior to the expiration of the Option, whichever is sooner, and then only to the extent that such Participant was entitled to exercise the Option at the date of termination determined by the Board.

(c) Where a Participant becomes afflicted by a Disability, all Options granted to the Participant under this Plan will continue to vest in accordance with the terms of such Options. Where a Participant's employment or consulting agreement with the Company or a subsidiary of the Company is terminated due to Disability, unless the applicable Award Agreement provides otherwise and subject to the provisions below, any Option held by such Participant shall remain exercisable for a period of 120 days after the date of termination determined by the Board (subject to any longer period set out in the applicable Award Agreement, which period shall not, in any event, exceed twelve (12) months from the date of termination determined by the Board) or prior to the expiration of the Option, whichever is sooner, and then only to the extent that such Participant was entitled to exercise the Option at the date of termination determined by the Board.

5.4.9 CESSATION OF DIRECTORSHIP. Where, in the case of Directors, a Participant ceases to be a Director for any reason, any Option held by such Participant at such time shall, subject to the applicable Award Agreement and the provisions below, remain exercisable in full at any time, and in part from time to time, for a period of 90 days after the Cessation Date (subject to any longer period set out in the applicable Award Agreement, which period shall not, in any event, exceed twelve (12) months from the Cessation Date) or prior to the expiration of the Option, whichever is sooner, and then only to the extent that such Participant was entitled to exercise the Option as of the Cessation Date. Where, in the case of Directors, a Participant becomes afflicted by a Disability, all Options granted to the Participant under this Plan will continue to vest in accordance with the terms of such Options, provided that if a Participant ceases to be a Director due to Disability, subject to the applicable Award Agreement, any Option held by such Participant shall remain exercisable for a period of 120 days after the Cessation Date (subject to any longer period set out in the applicable Award Agreement, which period shall not, in any event, exceed twelve (12) months from the Cessation Date) or prior to the expiration of the Option, whichever is sooner, and then only to the extent that such Participant was entitled to exercise the Option as of the Cessation Date.

5.5 STOCK APPRECIATION RIGHTS

5.5.1 ELIGIBILITY AND PARTICIPATION. Subject to the provisions of this Plan and such other terms and conditions as the Board may determine, the Board may, from time to time, in its discretion, grant Awards of SARs to Eligible Persons. SARs granted to a Participant shall be credited, as of the Grant Date, to the Participant's Account. The number of SARs to be credited to each Participant shall be determined by the Board in its sole discretion in accordance with this Plan. The number of SARs granted pursuant to an Award shall be specified in the applicable Award Agreement.

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5.5.2 SAR GRANT PRICE. The exercise price of the SAR (the "SAR Grant Price") shall be determined by the Board at the time the SAR is granted. In no event shall the SAR Grant Price be lower than the discounted Market Price permitted by the Exchange, which shall be the Discounted Market Price if the Shares are listed on the TSX Venture Exchange at the time of grant. The Board shall not reprice the SAR Grant Price of any SAR granted under this Plan, except in accordance with the rules and policies of the Exchange. For greater certainty, the Company will be required to obtain disinterested shareholder approval in accordance with the Policy in respect of any reduction in the SAR Grant Price applicable to SARs granted to any Participant if the Participant is an Insider at the time of the proposed reduction.

5.5.3 PAYMENT.

(a) Subject to the provisions hereof, a SAR is the right to receive a payment in Shares equal to the excess, if any, of:

(i) the Market Price at the date such SAR is exercised; over

(ii) the SAR Grant Price,

multiplied by the number of Shares in respect of which the SAR is being exercised (less any amount required to be withheld for taxes by applicable law) (the "SAR Amount").

(b) For greater clarity, the actual number of Shares to be granted to the Participant pursuant to Subsection 5.5.3(a) shall be equal to the aggregate SAR Amount divided by the Market Price at the time of exercise.

(c) Notwithstanding the foregoing, in the sole discretion of the Board, the Award Agreement may provide that the Company may elect to satisfy the exercise of a SAR (in whole or in part) by paying to the Participant cash in an amount equal to the SAR Amount in lieu of Shares.

5.5.4 TERMS OF SARs. SARs shall be granted on such terms as shall be determined by the Board and set out in the Award Agreement (including any terms pertaining to vesting and settlement), provided the term of any SAR granted under this Plan shall not exceed ten (10) years.

5.5.5 EXERCISE. The exercise of any SAR will be contingent upon receipt by the Company of a written notice of exercise in the manner and in the form set forth in the applicable Award Agreement, which written notice shall specify the number of Shares with respect to which the SAR is being exercised. If the Participant is to receive Shares, certificates for such Shares shall be issued and delivered to the Participant within a reasonable time following the receipt of such notice. Neither the Participant nor his legal representatives, legatees or distributees will be, or will be deemed to be, a holder of any Shares unless and until the certificates for the Shares issuable pursuant to SARs under this Plan are issued to such Participant under the terms of this Plan. In the event that the expiry date of a SAR falls during a Blackout Period, the expiry date of such SAR shall automatically be extended to the Extension Period, subject to no cease trade order being in place under applicable securities laws; provided that if an additional Blackout Period is subsequently imposed by the Company during the Extension Period, then such Extension Period shall be deemed to commence following the end of such additional Blackout Period to enable the exercise of such SAR within ten (10) business days following the end of the last imposed Blackout Period.

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5.5.6 CHANGE OF CONTROL. Unless otherwise determined by the Board, in the event of a Change of Control, all SAR's granted to a Participant shall become fully vested in such Participant and shall become exercisable by the Participant in accordance with Subsection 5.5.5 hereof, provided that no acceleration of vesting of SARs upon a Change of Control can occur prior to the date that is one year from the date of grant of such SARs unless the Participant ceases to be an Eligible Person in connection with such Change of Control.

5.5.7 DEATH. Where a Participant shall die while holding a SAR, any SAR held by such Participant at the date of death shall be exercisable in whole or in part only by the person or persons to whom the rights of the Participant under the SAR shall pass by the will of the Participant or the laws of descent and distribution for a period of 120 days after the date of death of the Participant or prior to the expiration of the exercise period in respect of the SAR, whichever is sooner, and then only to the extent that such Participant was entitled to exercise the SAR at the date of death of such Participant.

5.5.8 TERMINATION OF EMPLOYMENT OR SERVICE.

(a) Where a Participant's employment is terminated by the Company or a subsidiary of the Company for cause, or where a Participant's consulting agreement is terminated as a result of the Participant's breach, no SAR held by such Participant shall be exercisable from the date of termination determined by the Board.

(b) Where a Participant's employment is terminated by the Company or a subsidiary of the Company without cause, by voluntary termination or due to Retirement by the Participant, or where a Participant's consulting agreement is terminated for a reason other than the Participant's breach, any SAR held by such Participant at such time shall remain exercisable in full at any time, and in part from time to time, for a period of 90 days after the date of termination determined by the Board (subject to any longer period set out in the applicable Award Agreement, which period shall not, in any event, exceed twelve (12) months from the date of termination determined by the Board) or prior to the expiration of the exercise period in respect of the SAR, whichever is sooner, and then only to the extent that such Participant was entitled to exercise the SAR at the date of termination determined by the Board.

(c) Where a Participant becomes afflicted by a Disability, all SARs granted to the Participant under this Plan will continue to vest in accordance with the terms of such SARs. Where a Participant's employment or consulting agreement with the Company or a subsidiary of the Company is terminated due to Disability, subject to the applicable Award Agreement, any SAR held by such Participant shall remain exercisable for a period of 120 days after the date of termination determined by the Board (subject to any longer period set out in the applicable Award Agreement, which period shall not, in any event, exceed twelve (12) months from the date of termination determined by the Board) or prior to the expiration of the exercise period in respect of the SAR, whichever is sooner, and then only to the extent that such Participant was entitled to exercise the SAR at the date of termination determined by the Board.

5.5.9 CESSATION OF DIRECTORSHIP. Where, in the case of Directors, a Participant ceases to be a Director for any reason, any SAR held by such Participant at such time shall, subject to the applicable Award Agreement and the provisions below, remain exercisable in full at any time, and in part from time to time, for a period of 90 days after the Cessation Date or prior to the expiration of the exercise period in respect of the SAR, whichever is sooner, and then only to the extent that such Participant was entitled to exercise the SAR

1374-4938-1392, v. 3

18 -

as of the Cessation Date. Where, in the case of Directors, a Participant becomes afflicted by a Disability, all SARs granted to the Participant under this Plan will continue to vest in accordance with the terms of such SARs, provided that if a Participant ceases to be a Director due to Disability, subject to the applicable Award Agreement, any SAR held by such Participant shall remain exercisable for a period of 120 days after the Cessation Date or prior to the expiration of the exercise period in respect of the SAR, whichever is sooner, and then only to the extent that such Participant was entitled to exercise the SAR as of the Cessation Date.

5.6 GENERAL TERMS APPLICABLE TO AWARDS

5.6.1 FORFEITURE EVENTS. The Board will specify in an Award Agreement at the time of the Award that the Participant's rights, payments and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events shall include, but shall not be limited to, termination of employment for cause, violation of material Company policies, fraud, breach of noncompetition, confidentiality or other restrictive covenants that may apply to the Participant or other conduct by the Participant that is detrimental to the business or reputation of the Company.

5.6.2 AWARDS MAY BE GRANTED SEPARATELY OR TOGETHER. Without limiting Subsection 5.5, Awards may, in the discretion of the Board, be granted either alone or in addition to, in tandem with, or in substitution for any other Award. Awards granted in addition to or in tandem with other Awards, may be granted either at the same time as or at a different time from the grant of such other Awards or awards.

5.6.3 NON-TRANSFERABILITY OF AWARDS. No Award and no right under any such Award, shall be assignable, alienable, saleable, or transferable by a Participant otherwise than by will or by the laws of descent and distribution. No Award and no right under any such Award, may be pledged, alienated, attached, or otherwise encumbered, and any purported pledge, alienation, attachment, or encumbrance thereof shall be void and unenforceable against the Company. The Company does not intend to make Awards assignable or transferable, except where required by law or in certain estate proceedings described herein.

5.6.4 CONDITIONS AND RESTRICTIONS UPON SECURITIES SUBJECT TO AWARDS. The Board may provide that the Shares issued under an Award shall be subject to such further agreements, restrictions, conditions or limitations as the Board in its sole discretion may specify, including without limitation, conditions on vesting or transferability and forfeiture or repurchase provisions or provisions on payment of taxes arising in connection with an Award. Without limiting the foregoing, such restrictions may address the timing and manner of any resales by the Participant or other subsequent transfers by the Participant of any Shares issued under an Award, including without limitation: (A) restrictions under an insider trading policy or pursuant to applicable law; (B) restrictions designed to delay and/or coordinate the timing and manner of sales by Participant; (C) restrictions as to the use of a specified brokerage firm for such resales or other transfers; and (D) provisions requiring Shares to be sold on the open market or to the Company in order to satisfy tax withholding or other obligations.

5.6.5 SHARE CERTIFICATES. All Shares delivered under this Plan pursuant to any Award shall be subject to such stop transfer orders and other restrictions as the Board may deem advisable under this Plan or the rules, regulations, and other requirements of any securities commission, the Exchange, and any applicable securities legislation,

1374-4938-1392, v. 3

regulations, rules, policies or orders, and the Board may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

5.6.6 CONFORMITY TO PLAN. In the event that an Award is granted which does not conform in all particulars with the provisions of this Plan, or purports to grant an Award on terms different from those set out in this Plan, the Award shall not be in any way void or invalidated, but the Award shall be adjusted by the Board to become, in all respects, in conformity with this Plan.

SECTION 6 AMENDMENT AND TERMINATION

6.1 SHAREHOLDER APPROVAL OF PLAN. This Plan is subject to annual shareholder approval in accordance with the Policy. The initial shareholder approval requirements and related matters are set out in section 8.1 of this Plan.

6.2 AMENDMENTS AND TERMINATION OF THIS PLAN. The Board may at any time or from time to time, in its sole and absolute discretion, amend, suspend, terminate or discontinue this Plan and may amend the terms and conditions of any Awards granted hereunder, subject to (a) any required approval of any applicable regulatory authority or Exchange, and (b) any required approval of shareholders of the Company in accordance with the Policy or applicable law. Without limitation, shareholder approval shall not be required for the following amendments:

6.2.1 amendments to fix typographical errors;

6.2.2 amendments to clarify existing provisions of the Plan that do not have the effect of altering the scope, nature and intent of such provisions; and

6.2.3 amendments that are necessary to comply with applicable law or the requirements of the Exchange.

If this Plan is terminated, Awards granted or issued prior to the date of termination shall remain outstanding and in effect in accordance with their applicable terms and conditions.

6.3 AMENDMENTS TO AWARDS. Subject to compliance with applicable laws and Exchange policies, the Board may waive any conditions or rights under, amend any terms of, or amend, alter, suspend, discontinue, or terminate, any Awards thereto granted, prospectively or retroactively. No such amendment or alteration shall be made which would impair the rights of any Participant, without such Participant's consent, under any Award thereto granted, provided that no such consent shall be required with respect to any amendment or alteration if the Board determines in its sole discretion that such amendment or alteration either (i) is required or advisable in order for the Company, this Plan or the Award to satisfy or conform to any law or regulation or to meet the requirements of any accounting standard, or (ii) is not reasonably likely to significantly diminish the benefits provided under such Award.

SECTION 7 GENERAL PROVISIONS

7.1 NO RIGHTS TO AWARDS. No Eligible Person shall have any claim to be granted any Award under this Plan, or, having been selected to receive an Award under this Plan, to be selected to receive a future Award, and further there is no obligation for uniformity of treatment of Eligible Persons under this Plan. The terms and conditions of Awards need not be the same with respect to each recipient, subject to compliance with the terms of this Plan and the Policy.

7.2 WITHHOLDING. The Company shall be authorized to withhold from any Award granted or any payment due or transfer made under any Award or under this Plan the amount (in cash, Shares, other securities, or other Awards) of withholding taxes due in respect of an Award, its exercise, or any payment or transfer under such Award or under this Plan and to take such other action as

1374-4938-1392, v. 3

20 -

may be necessary in the opinion of the Company to satisfy statutory withholding obligations for the payment of such taxes. Without in any way limiting the generality of the foregoing, whenever cash is to be paid on the redemption, exercise or vesting of an Award, the Company shall have the right to deduct from all cash payments made to a Participant any taxes required by law to be withheld with respect to such payments. Whenever Shares are to be delivered on the redemption, exercise or vesting of an Award, the Company shall have the right to deduct from any other amounts payable to the Participant any taxes required by law to be withheld with respect to such delivery of Shares, or if any payment due to the Participant is not sufficient to satisfy the withholding obligation, to require the Participant to remit to the Company in cash an amount sufficient to satisfy any taxes required by law to be withheld. At the sole discretion of the Board, a Participant may be permitted to satisfy the foregoing requirement by:

7.2.1 electing to have the Company withhold from delivery Shares having a value equal to the amount of tax required to be withheld, or
7.2.2 delivering (on a form prescribed by the Company) an irrevocable direction to a securities broker approved by the Company to sell all or a portion of the Shares and to deliver to the Company from the sales proceeds an amount sufficient to pay the required withholding taxes.

For greater certainty, the application of this Section 7.2 to any payment due or transfer made under any Award or under this Plan shall not conflict with the policies of the Exchange that are in effect at the relevant time and the Company will obtain prior Exchange acceptance and/or shareholder approval of any application of this Section 7.2 if required pursuant to such policies.

7.3 NO LIMIT ON OTHER SECURITY-BASED COMPENSATION ARRANGEMENTS. Subject to compliance with the Policy if the Shares are listed on the TSX Venture Exchange and compliance with the applicable limitations set out Section 4.1, nothing contained in this Plan shall prevent the Company or a subsidiary of the Company from adopting or continuing in effect other security-based compensation arrangements, and such arrangements may be either generally applicable or applicable only in specific cases.
7.4 NO RIGHT TO EMPLOYMENT. The grant of an Award shall not constitute an employment contract nor be construed as giving a Participant the right to be retained in the employ of the Company. Further, the Company may at any time dismiss a Participant from employment, free from any liability, or any claim under this Plan, unless otherwise expressly provided in this Plan or in any Award Agreement.
7.5 NO RIGHT AS SHAREHOLDER. Neither the Participant nor any representatives of a Participant's estate shall have any rights whatsoever as shareholders in respect of any Shares covered by such Participant's Award, until the date of issuance of a share certificate to such Participant or representatives of a Participant's estate for such Shares.
7.6 CURRENCY. Unless expressly stated otherwise, all dollars amounts in this Plan are in Canadian dollars.
7.7 GOVERNING LAW. This Plan and all of the rights and obligations arising here from shall be interpreted and applied in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.
7.8 SEVERABILITY. If any provision of this Plan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction, or as to any Person or Award, or would disqualify this Plan or any Award under any law deemed applicable by the Board, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Board, materially altering the

1374-4938-1392, v. 3

intent of this Plan or the Award, such provision shall be stricken as to such jurisdiction, Person, or Award, and the remainder of this Plan and any such Award shall remain in full force and effect.

7.9 NO TRUST OR FUND CREATED. Neither this Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company and a Participant or any other Person. To the extent that any Person acquires a right to receive payments from the Company pursuant to an Award, such right shall be no greater than the right of any unsecured creditor of the Company.

7.10 NO FRACTIONAL SHARES. No fractional Shares shall be issued or delivered pursuant to this Plan or any Award, and the Board shall determine whether cash, or other securities shall be paid or transferred in lieu of any fractional Shares, or whether such fractional Shares or any rights thereto shall be cancelled, terminated, or otherwise eliminated.

7.11 HEADINGS. Headings are given to the Sections and Subsections of this Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of this Plan or any provision thereof.

7.12 NO REPRESENTATION OR WARRANTY. The Company makes no representation or warranty as to the value of any Award granted pursuant to this Plan or as to the future value of any Shares issued pursuant to any Award.

7.13 NO REPRESENTATIONS OR COVENANTS WITH RESPECT TO TAX QUALIFICATION. Although the Company may, in its discretion, endeavor to (i) qualify an Award for favourable Canadian tax treatment or (ii) avoid adverse tax treatment, the Company makes no representation to that effect and expressly disavows any covenant to maintain favorable or avoid unfavorable tax treatment. The Company shall be unconstrained in its corporate activities without regard to the potential negative tax impact on holders of Awards under this Plan.

7.14 CONFLICT WITH AWARD AGREEMENT. In the event of any inconsistency or conflict between the provisions of this Plan and an Award Agreement, the provisions of this Plan shall govern for all purposes.

7.15 COMPLIANCE WITH LAWS. The granting of Awards and the issuance of Shares under this Plan shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or stock exchanges on which the Company is listed as may be required. The Company shall have no obligation to issue or deliver evidence of title for Shares issued under this Plan prior to:

7.15.1 obtaining any approvals from governmental agencies that the Company determines are necessary or advisable; and

7.15.2 completion of any registration or other qualification of the Shares under any applicable national or foreign law or ruling of any governmental body that the Company determines to be necessary or advisable or at a time when any such registration or qualification is not current, has been suspended or otherwise has ceased to be effective.

The inability or impracticability of the Company to obtain or maintain authority from any regulatory body having jurisdiction, which authority is deemed by the Company's counsel to be necessary to the lawful issuance and sale of any Shares hereunder shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

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SECTION 8 EFFECTIVE DATE OF THIS PLAN AND SHAREHOLDER APPROVAL

8.1 EFFECTIVE DATE AND SHAREHOLDER APPROVAL. This Plan shall become effective upon the date (the "Effective Date") of approval by the Board and will remain subject to shareholder approval and Exchange approval, provided that, if the Company grants or issues Awards under this Plan that it would not otherwise be permitted to grant under its existing Option Plan prior to the requisite shareholder approval for this Plan having been obtained, the Company must also obtain specific (and separate) shareholder approval for such grants or issuances. If shareholder approval for this Plan is obtained after the Effective Date, no right under any Award (other than an Option, which was or could have been granted under the Option Plan) that is granted or issued under this Plan prior to such shareholder approval may vest or be exercised, as applicable, before the date of the shareholders' meeting held to approve this Plan and such grants or issuances (as applicable). The requisite shareholder approvals must be obtained in accordance with the Policy and, if the requisite shareholder approvals are not obtained, this Plan and all Awards granted hereunder (other than Options, which were or could have been granted under the Option Plan), will terminate.

Approved by the Board of Directors of the Company effective [●], 2024.

Approved by the shareholders of the Company on [●], 2024.

1374-4938-1392, v. 3

SCHEDULE "M" – AUDIT COMMITTEE CHARTER

[see attached]

M-1

STRATABOUND MINERALS CORP.
Audit Committee Charter

Mandate

The primary function of the audit committee (the "Committee") is to assist the Board of Directors in fulfilling its financial oversight responsibilities by reviewing the financial reports and other financial information provided by the Company to regulatory authorities and shareholders, the Company's systems of internal controls regarding finance and accounting and the Company's auditing, accounting and financial reporting processes. The Committee's primary duties and responsibilities are to:

serve as an independent and objective party to monitor the Company's financial reporting and internal control system and review the Company's financial statements;
review and appraise the performance of the Company's external auditor;
provide an open avenue of communication among the Company's auditor, financial and senior management and the Board of Directors; and
report regularly to the Board of Directors the results of its activities.

Composition

The Committee shall be comprised of a minimum three directors as determined by the Board of Directors. If the Company ceases to be a "venture issuer" (as that term is defined in Multilateral Instrument 52 110 entitled "Audit Committees"), then all of the members of the Committee shall be free from any material relationship with the Company that, in the opinion of the Board of Directors, would interfere with the exercise of their independent judgment as a member of the Committee.

If the Company ceases to be a venture issuer, then all members of the Committee shall also have accounting or related financial management expertise. All members of the Audit Committee should have the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company's financial statements.

The members of the Committee shall be elected by the Board of Directors at its first meeting following the annual shareholders' meeting or until their successors are duly elected. Unless a Chair is elected by the full Board of Directors, the members of the Committee may designate a Chair by a majority vote of the full Committee membership.

Meetings

The Committee shall meet at least once quarterly, or more frequently as circumstances dictate or as may be prescribed by securities regulatory requirements. As part of its job to foster open communication, the Committee will meet at least annually with the Chief Financial Officer and the external auditor in separate sessions.

A-1

Responsibilities and Duties

To fulfill its responsibilities and duties, the Committee shall:

Documents/Reports Review

(a) review and update this Audit Committee Charter annually;

(b) review the Company's financial statements, MD&A and any annual and interim earnings press releases before the Company publicly discloses this information and any reports or other financial information (including quarterly financial statements), which are submitted to any governmental body, or to the public, including any certification, report, opinion, or review rendered by the external auditor; and

(c) review regular summary reports of directors and officers expense account claims at least annually. Establish and review approval policies for expense reports and, as required, request audits of expense claims and policies for expense approval and reimbursements. The Chairman of the Audit Committee or of the Compensation Committee to approve expense reports of the President and the CEO and the CEO to approve those of the directors and officers.

External Auditor

(a) review annually, the performance of the external auditor who shall be ultimately accountable to the Board of Directors and the Committee as representatives of the shareholders of the Company;

(b) obtain annually, a formal written statement of external auditor setting forth all relationships between the external auditor and the Company;

(c) review and discuss with the external auditor any disclosed relationships or services that may impact the objectivity and independence of the external auditor;

(d) take, or recommend that the Board of Directors take, appropriate action to oversee the independence of the external auditor, including the resolution of disagreements between management and the external auditor regarding financial reporting;

(e) recommend to the Board of Directors the selection and, where applicable, the replacement of the external auditor nominated annually for shareholder approval;

(f) recommend to the Board of Directors the compensation to be paid to the external auditor;

(g) at each meeting, where desired, consult with the external auditor, without the presence of management, about the quality of the Company's accounting principles, internal controls and the completeness and accuracy of the Company's financial statements;

(h) review and approve the Company's hiring policies regarding partners, employees and former partners and employees of the present and former external auditor of the Company;

(i) review with management and the external auditor the audit plan for the year-end financial statements; and

(j) review and pre-approve all audit and audit-related services and the fees and other compensation related thereto, and any non-audit services, provided by the Company's

A-2

external auditor. The pre-approval requirement is waived with respect to the provision of non-audit services if:

(i) the aggregate amount of all such non-audit services provided to the Company constitutes not more than five percent of the total amount of revenues paid by the Company to its external auditor during the fiscal year in which the non-audit services are provided,

(ii) such services were not recognized by the Company at the time of the engagement to be non-audit services, and

(iii) such services are promptly brought to the attention of the Committee by the Company and approved prior to the completion of the audit by the Committee or by one or more members of the Committee who are members of the Board of Directors to whom authority to grant such approvals has been delegated by the Committee.

Provided the pre-approval of the non-audit services is presented to the Committee's first scheduled meeting following such approval, such authority may be delegated by the Committee to one or more independent members of the Committee.

Financial Reporting Processes

(a) in consultation with the external auditor, review with management the integrity of the Company's financial reporting process, both internal and external;

(b) consider the external auditor's judgments about the quality and appropriateness of the Company's accounting principles as applied in its financial reporting;

(c) consider and approve, if appropriate, changes to the Company's auditing and accounting principles and practices as suggested by the external auditor and management;

(d) review significant judgments made by management in the preparation of the financial statements and the view of the external auditor as to appropriateness of such judgments;

(e) following completion of the annual audit, review separately with management and the external auditor any significant difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information;

(f) review any significant disagreement among management and the external auditor in connection with the preparation of the financial statements;

(g) review with the external auditor and management the extent to which changes and improvements in financial or accounting practices have been implemented;

(h) review any complaints or concerns about any questionable accounting, internal accounting controls or auditing matters;

(i) review certification process;

(j) establish a procedure for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters;

(k) establish a procedure for the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters; and

A-3

N-1
SCHEDULE "N" – CORPORATE GOVERNANCE DISCLOSURE

[See attached]

CORPORATE GOVERNANCE DISCLOSURE AND COMPLIANCE WITH CORPORATE GOVERNANCE GUIDES

Corporate Governance Disclosure Required under NI 58-101	Comments
1. Board of Directors

Disclose how the board of directors facilitates its exercise of independent supervision over management, including (i) the identity of directors that are independent, and (ii) the identity of directors who are not independent, and the basis for that determination. | The Corporation has adopted governance guidelines consistent with NP 58-201, which provide, among other things, that a majority of the Board must be independent directors. In accordance with the written mandate of the Board, the independent directors of the Board regularly hold in camera sessions of the Board at such times as the independent directors determine advisable. |
| 2. Board Mandate | The Board does not have a written mandate. It delineates its roles and responsibilities as prescribed by the Articles of Incorporation and more specifically the Corporation's By-laws as amended from time to time. The Board has responsibility for hiring senior management and supervising and overseeing the management of the business of the Corporation. In addition to the obligations of the Board mandated by law, the Board has responsibility for strategic planning, the selection and monitoring of management and the identification of the principal risks associated with the Corporation's business. The Board approves all significant decisions that materially affect the Corporation before they are implemented and annually approves the key business and financial objectives of the Corporation. |
| 3. Directorships

If a director is presently a director of any other issuer that is a reporting issuer (or the equivalent) in a jurisdiction or a foreign jurisdiction, | |

Corporate Governance Disclosure Required under NI 58-101		Comments
identify both the director and the other issuer.
4.	Orientation and Continuing Education
Describe what steps, if any, the board takes to orient new board members, and describe any measures the board takes to provide continuing education for directors	All new directors are provided with a baseline of knowledge about the Corporation which serves as a basis for informed decision-making. This includes a combination of written material, one-on-one meetings with senior management and other briefings and training, as appropriate. Current directors belong to professional associations that have continuing education requirements to maintain membership.
5.	Ethical Business Conduct
Describe what steps, if any, the board takes to encourage and promote a culture of ethical business conduct.	The Board requires each director to disclose all actual or potential conflicts of interest and refrain from voting on matters in which such director has a conflict of interest. In addition, the director must excuse himself from any discussion or decision on any matter in which the director is precluded from voting as a result of a conflict of interest. The Board has reviewed and approved a disclosure policy for the Corporation, in order to promote consistent disclosure practices aimed at informative, timely and broadly disseminated disclosure of material information to the market, in accordance with applicable securities legislation. The Board has also reviewed and approved a whistleblower policy, to promote, among other things, the disclosure and reporting of any questionable accounting or auditing matters, fraudulent or misleading financial information, and violations of ethical conduct. The Corporation expects that its directors, officers, employees and consultants will adhere to the highest ethical standards in all of the Corporation's business activities. The Corporation's directors, officers, employees and consultants are expected to deal fairly with security holders, customers, suppliers and competitors. All directors, officers, employees and consultants are encouraged to report violations.
6.	Nomination of Directors
Disclose what steps, if any, are taken to identify new candidates for board nomination, including: (i) who identifies new candidates, and (ii) the process of identifying new candidates.	The process for identifying and recommending the nomination of new Board candidates is the responsibility of the current directors. There is no formalized process for identifying new candidates.

Corporate Governance Disclosure Required under NI 58-101		Comments
7.	Compensation
Disclose what steps, if any, are taken to determine compensation for the directors and CEO, including: (i) who determines compensation, and (ii) the process of determining compensation.	Upon recommendation from the Compensation and Corporate Governance Committee the independent Directors will review annually the compensation package and performance objectives of the executive officers. With respect to the compensation of directors, the Board will review the adequacy and form of the compensation of directors periodically to determine if the compensation realistically reflects the responsibilities and risks involved in being an effective director. The Board will also determine the annual bonuses to be paid, if any, and will review the grants of options to purchase shares of the Corporation.
8.	Other Board Committees
If the board has standing committees other than the audit, compensation and nominating committees, identify the committees and describe their function.	Compensation and Governance Committee
In addition to its responsibilities to assist the Board determining compensation, the Committee has general responsibility for developing the approach of the Corporation to matters of corporate governance.
		The Compensation and Corporate Governance Committee is responsible for:
		» Reviewing annually the mandates of the Board of Directors and its committees;
		» Recommending procedures to permit the Board of Directors to function independently of management;
		» Assessing whether the Corporation has implemented appropriate systems of internal control and procedures to ensure compliance with legal, ethical and regulatory requirements and whether these systems are operating effectively;
		» Assessing the effectiveness of the Board of Directors as a whole, the committees of the Board of Directors and the contribution of individual directors; and
		» Administering and updating an orientation and education program for new Board of Directors members.

Corporate Governance Disclosure Required under NI 58-101

Comments

9. Assessments

Disclose what steps, if any, that the board takes to satisfy itself that the board, its committees, and its individual directors are performing effectively.

The Board is responsible for ensuring that there is a process in place for annually evaluating the effectiveness and contribution of the Board, the committees of the Board and the individual directors based on their applicable terms of reference or position description. The objective of the assessments is to ensure the continued effectiveness of the Board in the execution of its responsibilities and to contribute to a process of continuing improvement. The assessments will consider in the case of the Board or a committee, the applicable terms of reference, the applicable position descriptions, as well as the

Corporate Governance Disclosure Required under NI 58-101	Comments
	competencies and skills each individual director is expected to bring to the Board.
10. Director Term Limits and Other Mechanisms of Board Renewal	The Corporation has not adopted term limits or other mechanisms to force a director to be removed from the Board of Directors. The by-laws of the Corporation provide that directors will serve until the next annual general meeting of shareholders and if qualified can be nominated by the governance committee for re-election. Accordingly, the Board of Directors have determined that term limits or mandatory retirement based on age is not necessary. The Board of Directors believes that sustained leadership and intimate knowledge of the Corporation is an asset to the operations and the future of the Corporation. The Board of Directors also believe that an imposition of term limits is inflexible and could possibly result in experienced directors being forced to resign or being barred from standing for re-election based solely on tenure. The Board of Directors considers performance and contribution of individual directors on an ongoing basis.
11. Policies Regarding the Representation of Women on the Board	The Corporation has not adopted written policies relating to the identification and nomination of women to the Board of Directors. While committed to diversity, the Corporation is of the view that the identification and nomination of individuals to the Board of Directors should be made on the basis of the knowledge and experience of candidates.
	The Corporation does not consider the level of representation of women on the Board of Directors in identifying and nominating candidates for election or re-election. The Corporation is aware and committed to diversity but is of the view that director identification and selection should focus on the knowledge and experience of candidates.
	The Corporation does not consider the level of representation of women in executive officer positions when making executive officer appointments. The Corporation is of the view

Corporate Governance Disclosure Required under NI 58-101	Comments
	that executive officer appointments should be made on the basis of the knowledge and experience of candidates.
	The Corporation has not adopted targets regarding the representation of women on the Board of Directors or in executive officer positions. The Corporation believes that targets are unnecessary and would detract from a focus on the knowledge and experience of candidates.

AI assistant

Lode Gold Resources Inc. — Proxy Solicitation & Information Statement 2025

43905_rns_2025-01-28_7c5ed6e8-e4e6-4d63-bcd6-7bbb62f430ec.pdf

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF LODE GOLD SECURITYHOLDERS

TABLE OF CONTENTS

GENERAL DISCLOSURE INFORMATION

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

DATE OF INFORMATION

REPORTING CURRENCIES AND ACCOUNTING PRINCIPLES

MARKET AND INDUSTRY DATA

TECHNICAL INFORMATION

NOTE TO U.S. SECURITY HOLDERS

SUMMARY OF CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

CAUTIONARY NOTE TO U.S. LODE GOLD SECURITYHOLDERS

COMPLETION AND RETURN OF PROXY

REVOCABILITY OF PROXY

NON-REGISTERED HOLDERS

LETTER OF TRANSMITTAL

QUORUM

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

Voting Shares and Record Date

Voting of Lode Gold Shares – General

Voting of Lode Gold Shares – Advice to Beneficial Shareholders

Voting of Lode Gold Options and Lode Gold Warrants

Principal Holders of Lode Gold Shares

FINANCIAL STATEMENTS AND AUDITORS' REPORT

STATEMENT OF EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

General

Director and NEO Compensation, Excluding Compensation Securities

Notes:

Lode Gold Options and Other Compensation Securities

Exercise of Compensation Securities by Directors and NEOs

Stock Option Plans and Other Incentive Plans

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

INTEREST OF MANAGEMENT AND OTHERS IN MATTERS TO BE ACTED UPON

INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS

MANAGEMENT CONTRACTS

Audit Committee Charter

Composition of the Audit Committee

Relevant Education and Experience

Audit Committee Oversight

Pre-Approval Policies and Procedures

External Auditor Service Fees

Exemption

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

Composition of the Board

Committees

Audit Committee

Technical Committee

Compensation and Corporate Governance Committee

PARTICULARS OF OTHER MATTERS TO BE ACTED UPON

1. Report and Financial Statements

2. Fix Number of Directors to be Elected at the Meeting

3. Election of Directors

Corporate Cease Trade Orders or Bankruptcies

Personal Bankruptcies

Penalties or Sanctions

4. Appointment of Auditors

5. Continuation of the Company in British Columbia

Continuance Process

Effect of Continuance

Governance Differences

Rights of Dissent in Respect of Continuance

Shareholder Approval

"BE IT IS RESOLVED AS A SPECIAL RESOLUTION THAT:

6. Approval of Long-Term Incentive Plan

Summary of Long-Term Incentive Plan

Long-Term Incentive Plan Resolution

7. The Arrangement

Background to the Arrangement

Investment Agreement

Investment Agreement

Spin Out and RTO

Arrangement

Recommendation of the Board

Interests of Certain Persons in the Arrangement

Completion of the Arrangement

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