Magna Mining Inc. — Capital/Financing Update 2021

Feb 9, 2021

A copy of this amended and restated preliminary prospectus has been filed with the securities regulatory authorities in every province and territory of Canada except Quebec but has not yet become final for the purpose of the sale of securities. Information contained in this preliminary prospectus may not be complete and may have to be amended. The securities may not be sold until a receipt for the prospectus is obtained from the securities regulatory authorities.

This Prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons authorized to sell such securities. No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise.

These securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), or any state securities laws and accordingly, these securities may not be offered, sold, pledged, or otherwise transferred within the United States or to, or for the account or benefit of, a U.S. person unless registered under the 1933 Act and applicable state securities laws or pursuant to an exemption from the registration requirements of the 1933 Act and applicable state securities laws. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby within the United States. "United States" and "U.S. person" have the meanings ascribed to them in Regulation S under the 1933 Act. See "Plan of Distribution".

AMENDED AND RESTATED PRELIMINARY PROSPECTUS DATED FEBRUARY 8, 2021, AMENDING AND RESTATING THE PRELIMINARY PROSPECTUS DATED JANUARY 13, 2021

Initial Public Offering February 8, 2021

MAYFAIR GOLD CORP.

\$19,777,985

4,215,000 Common Shares at \$1.85 per Common Share

and

3,731,000 Flow-Through Shares at \$2.62 per Flow-Through Share

This amended and restated preliminary prospectus (the "Prospectus") qualifies the distribution (the "Offering") by Mayfair Gold Corp. ("Mayfair" or the "Company") of: (i) 4,215,000 common shares ("Common Shares") at a price of \$1.85 per Common Share (the "Offering Price") for gross proceeds of \$7,797,750; and (ii) 3,731,000 common shares issued as "flow-through shares" ("FT Shares") within the meaning of the Income Tax Act (Canada) (the "Tax Act") at a price of \$2.62 per FT Share (the "FT Share Price") for gross proceeds of \$9,775,220.

The Offering is being made to investors resident in each of the provinces and territories of Canada, excluding Quebec, and other jurisdictions where it may lawfully be sold (the "Offering Jurisdictions"). The Offering will be conducted in accordance with the terms and conditions of an underwriting agreement (the "Underwriting Agreement") dated ●, 2021 between the Company and Eight Capital, as lead underwriter and bookrunner (the "Lead Underwriter"), on behalf of itself and a syndicate of underwriters including ● (together with the Lead Underwriter, the "Underwriters"). See "Plan of Distribution".

	Price to the Public(1)	Underwriters' Commission(2)(3)	Net Proceeds to Company(4)
Per Common Share	\$1.85	\$0.11	\$1.74
Per FT Share	\$2.62	\$0.16	\$2.46
Total Offering	\$17,572,970	\$1,054,378.20	\$16,518,591.80

Notes:

(1) The Offering Price, the FT Share Price, and the terms of the Offering have been determined by arm's length negotiation between the Company and the Underwriters.

(2) In consideration of the services provided by the Underwriters in connection with the Offering, the Company has agreed to pay the Underwriters a cash commission (the "Underwriters' Commission") equal to 6.0% of the gross proceeds raised from the Offering, excluding certain orders made by purchasers on a president's list.

(3) The Company has granted an over-allotment option (the "Over-Allotment Option") to the Underwriters to sell, as Underwriters of the Company, up to an additional 1,191,900 Common Shares at the Offering Price (the "Additional Shares") to cover any over-allocation position as at the Closing (as hereinafter defined). The Over-Allotment Option is exercisable, in whole or in part, at any time for a period of 30 days from the Closing Date (as hereinafter defined). This Prospectus also qualifies the distribution of the Over-Allotment Option and the distribution of the Additional Shares. A purchaser who acquires Additional Shares forming part of the Over-Allotment Option acquires those Additional Shares under this Prospectus, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. If the Over-Allotment Option is exercised in full, the total gross proceeds from the Offering will be \$19,777,985, the total Underwriters' Commission will be \$●, and the total net proceeds to the Company will be \$● before deducting the costs of the Offering.

(4) After deducting the Underwriters' Commission but before deducting the remaining costs of the Offering and fees and expenses of the Underwriters, collectively estimated to be \$●, payable by the Company from the net proceeds from the sale of the Offered Securities (as hereinafter defined). See "Use of Proceeds" and "Plan of Distribution".

The following table sets forth the number of securities issuable under the Over-Allotment Option:

Underwriters' Position	Number of Securities Available	Exercise Period	Offering Price
Over-Allotment Option	1,191,900 Common Shares	30 days after and including the Closing Date	\$1.85

The Underwriters, as principals, conditionally offer the Offered Securities, subject to prior sale, if, as and when issued by the Company and delivered and accepted by the Underwriters in accordance with the conditions contained in the Underwriting Agreement and referred to under "Plan of Distribution", and subject to the approval of certain legal matters on behalf of the Company by McMillan LLP and on behalf of the Underwriters by Wildeboer Dellelce LLP. The Underwriters may offer the Offered Securities at a lower price than stated above. See "Plan of Distribution".

Unless otherwise indicated, all information in the Prospectus assumes that the Over-Allotment Option will not be exercised.

The Company will undertake to incur expenses which qualify as Canadian exploration expenses ("CEE") and "flowthrough mining expenditures", as such terms are defined in the Tax Act, in timely manner so as to enable the Company to renounce such CEE, effective on or before December 31, 2021 (provided the subscriber is dealing at arm's length with the Company at all relevant times and certain other requirements are met), in favour of subscribers of FT Shares, in an amount equal to the aggregate purchase price of the FT Shares paid by such subscriber. See "Description of Securities Being Distributed" and "Certain Canadian Federal Income Tax Considerations".

The Company understands that certain purchasers of FT Shares intend to subsequently donate such FT Shares to registered charitable organizations, who may sell such FT Shares (the "Donated Shares") to purchasers arranged by the Underwriters at the at the Offering Price. This Prospectus qualifies the issuance of the FT Shares as well as the distribution of the Donated Shares. The Company is not a direct participant in any such donation arrangements and makes no representations or commitments in this regard. See also "Certain Canadian Federal Income Tax Considerations".

Where applicable, references to "Offered Securities" in this Prospectus shall mean the Common Shares, the FT Shares, the Additional Shares, and the Donated Shares, as applicable.

Subscriptions for Offered Securities offered under this Prospectus will be received subject to rejection or allotment in whole or in part, and the Underwriters reserve the right to close the subscription books at any time without notice. The Offering will remain open until such date as may be agreed upon by the Company and the Underwriters, but in any event no later than the date that is 90 days following the date that a receipt is issued by the principal regulator pursuant to National Policy 11-202 – Process for Prospectus Reviews in Multiple Jurisdictions in respect of the final prospectus unless an amendment to the final prospectus is filed and the principal regulator has issued a receipt for such amendment, in which case the Offering must cease within 90 days after the date of the receipt for the amendment to the final prospectus. Notwithstanding the above, the total period of the Offering must not end more than 180 days from the date of the initial receipt for the final prospectus. In the event that the Closing of the Offering does not occur within such timeframes, all subscriptions and subscription funds will be returned to investors by the Underwriters, without interest or any deduction or penalty.

Other than Offered Securities sold to certain purchasers in the United States and to, or for the account or benefit of, certain U.S. persons or certain persons in the United States, which will be represented by individual certificates, it is expected that Offered Securities sold in the Offering will be issued in registered form to CDS Clearing and Depository Services Inc., or to its nominee ("CDS"), and deposited with CDS in electronic form on the Closing Date through the non-certificated inventory system administered by CDS. A purchaser of Offered Securities will receive only a client confirmation from the registered dealer from or through which the Offered Securities are purchased. See "Plan of Distribution".

Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or that resides outside of Canada, even if the party has appointed an agent for service of process. See "Enforcement of Judgements Against Foreign Persons".

In accordance with applicable laws and policies, the Underwriters may effect transactions that stabilize or maintain the market price of the Common Shares or FT Shares at a level other than that which might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time. See "Plan of Distribution".

No minimum amount of funds must be raised under the Offering. This means that the Company could complete the Offering after raising only a small proportion of the Offering amount set above.

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

The Company has applied to list the Common Shares on the TSX Venture Exchange (the "TSXV"). The TSXV has not yet approved the listing of the Common Shares. The listing will be subject to the Company fulfilling all of the listing requirements of the TSXV.

As of the date of this Prospectus, the Company does not have any of its securities listed or quoted, has not applied to list or quote any of its securities, and does not intend to apply to list or quote any of its securities, on the Toronto Stock Exchange, Aequitas NEO Exchange Inc., a U.S. marketplace, or a marketplace outside Canada and the United States of America (other than the Alternative Investment Market of the London Stock Exchange or the PLUS markets operated by PLUS Markets Group plc).

AN INVESTMENT IN NATURAL RESOURCE ISSUERS INVOLVE A SIGNIFICANT DEGREE OF RISK. THE DEGREE OF RISK INCREASES SUBSTANTIALLY WHERE THE PROPERTIES (AS IS THE CASE WITH THE COMPANY) ARE IN THE EXPLORATION STATE AS OPPOSED TO THE DEVELOPMENT STAGE. AN INVESTMENT IN THE OFFERED SECURITIES SHOULD ONLY BE MADE BY PERSONS WHO CAN AFFORD THE TOTAL LOSS OF THEIR INVESTMENT. INVESTORS SHOULD CAREFULLY CONSIDER THE RISKS REFERRED UNDER THE HEADING "RISK FACTORS" IN THIS PROSPECTUS.

NOTICE TO INVESTORS XI ABOUT THIS PROSPECTUS XI INTERPRETATION XI CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION XI FINANCIAL STATEMENTS XIV SUMMARY OF PROSPECTUS XV CORPORATE STRUCTURE1 NAME, ADDRESS AND INCORPORATION 1 INTERCORPORATE RELATIONSHIPS 1 GENERAL DEVELOPMENT OF THE BUSINESS 1 OVERVIEW 1 ACQUISITION OF FENN-GIB PROPERTY 1 HISTORY OF FENN-GIB PROPERTY 2 ROYALTY AGREEMENTS 2 PRIVATE PLACEMENTS3 UNDERWRITING AGREEMENT 3 FENN-GIB PROPERTY3 OVERVIEW 3 CURRENT TECHNICAL REPORT3 PROJECT DESCRIPTION, LOCATION, AND ACCESS 4 HISTORY 38 GEOLOGICAL SETTING 50 MINERALIZATION57 DEPOSIT TYPES 59 EXPLORATION 60 DRILLING 60 SAMPLE PREPARATION, ANALYSES AND SECURITY 67 DATA VERIFICATION73 MINERAL PROCESSING AND METALLURGICAL TESTING 82 MINERAL RESOURCE ESTIMATE88 EXPLORATION, DEVELOPMENT AND PRODUCTION91 USE OF PROCEEDS 98 USE OF PROCEEDS AND AVAILABLE FUNDS98 BUSINESS OBJECTIVES AND MILESTONES 100 DIVIDENDS OR DISTRIBUTIONS 101 SELECTED FINANCIAL INFORMATION AND MANAGEMENT'S DISCUSSION AND ANALYSIS101 SELECTED FINANCIAL INFORMATION102 DISCUSSION OF OPERATIONS 102 CAPITAL MANAGEMENT 102 OFF-BALANCE SHEET ARRANGEMENTS103 ACCOUNTING POLICIES 104 FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS104 DISCLOSURE OF OUTSTANDING SHARE DATA106 ADDITIONAL DISCLOSURE FOR IPO VENTURE ISSUERS WITHOUT SIGNIFICANT REVENUE106 DESCRIPTION OF SECURITIES BEING DISTRIBUTED106 COMMON SHARES 106 FT SHARES106	GLOSSARY IV

OPTIONS TO PURCHASE SECURITIES108
PRIOR SALES109
ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUIAL RESTRICTIONS ON TRANSFER110
ESCROWED SECURITIES 110
VOLUNTARY ESCROW111
PRINCIPAL SHAREHOLDERS112
DIRECTORS AND EXECUTIVE OFFICERS 112
NAME, OCCUPATION AND SECURITY HOLDINGS112 CONFLICTS OF INTEREST116
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS116
EXECUTIVE COMPENSATION117
COMPENSATION DISCUSSION & ANALYSIS 117
DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION, EXCLUDING COMPENSATION SECURITIES118
OPTIONS AND OTHER COMPENSATION SECURITIES119
STOCK OPTION PLANS AND OTHER INCENTIVE PLANS120
EMPLOYMENT, CONSULTING AND MANAGEMENT AGREEMENTS120
PENSION PLAN BENEFITS 121
COMPENSATION OF DIRECTORS 121
AUDIT COMMITTEE121
AUDIT COMMITTEE CHARTER121
COMPOSITION OF THE AUDIT COMMITTEE 121
AUDIT COMMITTEE OVERSIGHT122 PRE-APPROVAL POLICIES AND PROCEDURES122
EXTERNAL AUDITOR SERVICE FEES123
RELIANCE ON CERTAIN EXEMPTIONS123
COMPENSATION COMMITTEE123
CORPORATE GOVERNANCE124
BOARD OF DIRECTORS 124
OUTSIDE DIRECTORSHIPS124
ORIENTATION AND CONTINUING EDUCATION125
ETHICAL BUSINESS CONDUCT125
NOMINATION OF DIRECTORS125
COMPENSATION 126
OTHER BOARD COMMITTEES 126 ASSESSMENTS 126
PLAN OF DISTRIBUTION 126
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS128
COST BASE130
PAID-UP CAPITAL 130 DISPOSITION OF SHARES AND FT SHARES130
CAPITAL GAINS AND CAPITAL LOSSES130
DIVIDENDS131
RENUNCIATION OF CEE IN RESPECT OF FT SHARES 131
ALTERNATIVE MINIMUM TAX132
CUMULATIVE NET INVESTMENT LOSS 133
RISK FACTORS 133
RISKS RELATED TO THE BUSINESS OF THE COMPANY 133
RISKS RELATED TO THE COMMON SHARES 139
PROMOTERS 140
LEGAL PROCEEDINGS AND REGULATORY ACTIONS141

LEGAL PROCEEDINGS141
REGULATORY ACTIONS 141
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS141
RELATIONSHIP BETWEEN THE COMPANY AND THE UNDERWRITERS141
AUDITOR 141
TRANSFER AGENT AND REGISTRAR 141
ENFORCEMENT OF JUDGEMENTS AGAINST FOREIGN PERSONS141
ELIGIBILITY FOR INVESTMENT142
MATERIAL CONTRACTS 143
EXPERTS AND INTERESTS OF EXPERTS143
OTHER MATERIAL FACTS143
STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION 143
SCHEDULE "A" MAYFAIR GOLD CORP. AUDITED FINANCIAL STATEMENTS FOR THE PERIOD FROM JULY 30, 2019 (DATE OF INCORPORATION) TO DECEMBER 31, 2019	S-1
SCHEDULE "B" MAYFAIR GOLD CORP. UNAUDITED INTERIM FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020	S-2
SCHEDULE "C" MAYFAIR GOLD CORP. MANAGEMENT'S DISCUSSION AND ANALYIS FOR THE PERIOD FROM JULY 30, 2019 (DATE OF INCORPORATION) TO DECEMBER 31, 2019	S-3
SCHEDULE "D" MAYFAIR GOLD CORP. MANAGEMENT'S DISCUSSION AND ANALYIS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020	S-4
SCHEDULE "E" MAYFAIR GOLD CORP. AUDIT COMMITTEE CHARTER	S-5
SCHEDULE "F" MAYFAIR GOLD CORP. COMPENSATION COMMITTEE CHARTER	S-6
SCHEDULE "G" MAYFAIR GOLD CORP. CORPORATE GOVERNANCE COMMITTEE CHARTER	S-7
SCHEDULE "H" UNITS OF MEASURE, ABBREVIATIONS AND ACRONYMS	S-8
CERTIFICATE OF THE COMPANY1
CERTIFICATE OF THE PROMOTERS2
CERTIFICATE OF THE UNDERWRITERS3

GLOSSARY

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

"123" has the meaning ascribed thereto in "Transactions Between Related Parties".

"495" has the meaning ascribed thereto in "Transactions Between Related Parties".

"123 Nomination Agreement" has the meaning ascribed thereto in "Transactions Between Related Parties".

"495 Nomination Agreement" has the meaning ascribed thereto in "Transactions Between Related Parties".

"1993 Act" means the United States Securities Act of 1933, as amended.

"Acquisition" has the meaning ascribed thereto in "Acquisition of Fenn-Gib Property".

"Additional Shares" means the up to 1,191,911 additional Common Shares which may be sold at the Offering Price pursuant to the Underwriters' exercise of the Over-Allotment Option.

"Affiliate" means a company that is affiliated with another company as described below:

A company is an "Affiliate" of another company if:

• i. one of them is the subsidiary of the other, or
• ii. each of them is controlled by the same person.

A company is "controlled" by a Person if:

• i. voting securities of the company are held, other than by way of security only, by or for the benefit of that person, and
• ii. the voting securities, if voted, entitle the person to elect a majority of the directors of the company.

A person beneficially owns securities that are beneficially owned by:

• i. a company controlled by that person, or
• ii. an Affiliate of that person or an Affiliate of any company controlled by that person.

"ALS" has the meaning ascribed thereto in "Drilling".

"Asset Purchase Agreement" has the meaning ascribed thereto in "Acquisition of Fenn-Gib Property".

"Associate" has the meaning set out in the Securities Act, R.S.B.C. 1996, c418, or any successor legislation.

"Back-In Notice" has the meaning ascribed thereto in "Acquisition of Fenn-Gib Property".

"Back-In Period" has the meaning ascribed thereto in "Acquisition of Fenn-Gib Property".

"Back-In Properties" has the meaning ascribed thereto in "Acquisition of Fenn-Gib Property".

"Back-In Properties Royalty Agreement" has the meaning ascribed thereto in "Royalty Agreements".

"Barrick" has the meaning ascribed thereto in "Acquisition of Fenn-Gib Property".

"Barrick Back-In Right Agreement" has the meaning ascribed thereto in "Acquisition of Fenn-Gib Property".

"Barrick Interest" has the meaning ascribed thereto in "Acquisition of Fenn-Gib Property".

"Board" means the board of directors of the Company.

"Bird Employment Agreement" has the meaning ascribed thereto in "Employment, Consulting and Management Agreements".

"Byrd Agreement" has the meaning ascribed thereto in "Employment, Consulting and Management Agreements".

"CCEE" has the meaning ascribed thereto in "Renunciation of CEE in Respect of FT Shares".

"CDS" means CDS Clearing and Depository Services Inc.

"CDS Participant" means a registered deal who is a CDS participant and from or through whom a beneficial interest in the Offered Securities may be purchased.

"CEE" means "Canadian exploration expense" as such term is defined in the Tax Act.

"CEO" means chief executive officer.

"CEO Base Salary" has the meaning ascribed thereto in "Employment, Consulting and Management Agreements".

"CFO" means chief financial officer.

"CFO Base Salary" has the meaning ascribed thereto in "Employment, Consulting and Management Agreements".

"Closing" means the completion of the Offering.

"Closing Date" means the date on which the Closing shall occur.

"CNIL" has the meaning ascribed thereto in "Cumulative Net Investment Loss".

"Co-Founders" has the meaning ascribed thereto in "Discussion of Operations".

"Common Share" means a common share without par value in the authorized share structure of the Company.

"Company" or "Mayfair" means Mayfair Gold Corp.

"Compensation Committee" has the meaning ascribed thereto in "Philosophy".

"Consultant" means an individual or Consultant Company, other than an Employee, Officer or Director, that:

• i. provides on an ongoing bona fide basis, consulting, technical, managerial or like services to the Company or an Affiliate of the Company, other than services provided in relation to a distribution;
• ii. provides the services under a written contract between the Company or an Affiliate and the individual or the Consultant Company;
• iii. in the reasonable opinion of the Company, spends or will spend a significant amount of time and attention on the business and affairs of the Company or an Affiliate of the Company; and
• iv. has a relationship with the Company or an Affiliate of the Company that enables the individual or Consultant Company to be knowledgeable about the business and affairs of the Company.

"Cominco" has the meaning ascribed thereto in "History".

"Consideration" has the meaning ascribed thereto in "Acquisition of Fenn-Gib Property".

"Constantine" has the meaning ascribed thereto in "History".

"Consultant Company" means for an individual consultant, a company or partnership of which the individual is an employee, shareholder or partner.

"Consulting Agreement" has the meaning ascribed thereto in "Transactions Between Related Parties".

"Core Properties" has the meaning ascribed thereto in "Acquisition of Fenn-Gib Property".

"Core Properties Royalty Agreement" has the meaning ascribed thereto in "Royalty Agreements".

"Corporate Governance Committee" as the meaning ascribed thereto in "Nomination of Directors."

"Corporate Governance Guidelines" means the guidelines prescribed in NP 58-201.

"COVID-19" means the novel coronavirus outbreak which causes the COVID-19 illness.

"CRA" means the Canada Revenue Agency.

"Directors" means the directors of the Company as may be elected from time to time.

"Discounted Market Price" has the meaning assigned to such term in Policy 1.1 of the TSXV Policies.

"Disinterested Shareholder Approval" means approval by a majority of the votes cast by all of the Company's shareholders at a duly constituted shareholders' meeting, excluding votes attached to Common Shares beneficially owned by Insiders who are Service Providers or their Associates.

"Donated Shares" means the FT Shares that purchasers thereof may donate to registered charitable organizations, who may sell such FT Shares to purchasers arranged by the Underwriters at the at the Offering Price.

"DPFZ" has the meaning ascribed thereto in "History".

"Employee" means

• i. an individual who is considered an employee under the Income Tax Act Canada (i.e. for whom income tax, employment insurance and Canada Pension Plan deductions must be made at source);
• ii. an individual who works full-time for the Company or a subsidiary thereof providing services normally provided by an employee and who is subject to the same control and direction by the Company over the details and methods of work as an employee of the Company, but for whom income tax deductions are not made at source; or
• iii. an individual who works for the Company or a subsidiary thereof on a continuing and regular basis for a minimum amount of time per week providing services normally provided by an employee and who is subject to the same control and direction by the Company over the details and methods of work as an employee of the Company, but for whom income tax deductions need not be made at source.

"Escrow Agent" means Computershare Investor Services Inc. in its capacity as escrow agent under the Escrow Agreement.

"Escrow Agreement" means the escrow agreement, in the form prescribed by the Escrow Policy, entered into among the Company, the Escrow Agent and certain shareholders of the Company.

"Escrow Policy" means NP 46-201.

"Escrowed Securities" means the securities that are expected to be deposited into escrow with the Escrow Agent pursuant to the Escrow Agreement.

"Evans Employment Agreement" has the meaning ascribed thereto in "Employment, Consulting and Management Agreements".

"Exploration Agreement" has the meaning ascribed thereto in "Project Description, Location, and Access".

"Fenn-Gib Property" or the "Property" means the mineral property interests forming the Company's principal asset and project, comprised of 21 fee simple patented properties, 144 unpatented mining claims, and 153 patented leasehold mining claims, located in the Guibord, Munro, Michaud, and McCool Townships in northeast Ontario.

"flow-through mining expenditure" means an expense which qualifies, once renounced by the Company pursuant to the Tax Act, to a purchaser of FT Shares who is an individual (other than estate or trust), as a "flow-through mining expenditure", as defined in subsection 127(9) of the Tax Act, of the purchaser.

"Form 51-102F6V" means Form 51-102F6V – Statement of Executive Compensation – Venture Issuers.

"forward-looking information" has the meaning ascribed here to in "Cautionary Statement Regarding Forward-Looking Information".

"FT Share" has the meaning ascribed thereto on the face page of this Prospectus.

"FT Share Price" means \$2.62 per FT Share, in accordance with the Offering.

"FT Subscription Agreement" has the meaning ascribed thereto in "Description of Securities Being Distributed".

"Heeney Capital" has the meaning ascribed thereto in "Transactions Between Related Parties".

"Holder" has the meaning ascribed thereto in "Certain Canadian Federal Income Tax Considerations".

"Hurdle Amount" has the meaning ascribed thereto in "Acquisition of Fenn-Gib Property".

"IFRS" means the International Financial Reporting Standards.

"Insider" means an insider as defined in the TSXV Policies or defined in securities legislation applicable to the Company.

"Investor Relations Activities" has the meaning assigned to such term in Policy 1.1 of the TSXV Policies.

"ITC" has the meaning ascribed thereto in "Renunciation of CEE in Respect of FT Shares".

"JDS" has the meaning ascribed thereto in "Current Technical Report".

"Kirkham" has the meaning ascribed thereto in "Current Technical Report".

"Kirkland Lake" has the meaning ascribed thereto in "History of Fenn-Gib Property."

"Lead Underwriter" means Eight Capital, the lead underwriter and bookrunner of the Offering.

"Listing Date" means the date on which the Common Shares are listed for trading on the TSXV.

"LSG" has the meaning ascribed thereto in "Acquisition of Fenn-Gib Property".

"Management Company Employee" means an individual employed by a person providing management services to the Company which are required for the ongoing successful operation of the business enterprise of the Company, but excluding a person engaged in Investor Relations Activities.

"MD&A" means management's discussion and analysis of financial conditions and results of operations.

"Named Executive Officer" means

i. the Company's CEO, including an individual performing functions similar to a CEO;

• ii. the Company's CFO, including an individual performing functions similar to a CFO;
• iii. the most highly compensated executive officer of the Company, 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(5) of Form 51- 102F6V, for that financial year; and
• iv. each individual who would be a Named Executive Officer under (iii) 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.

"Newmont" has the meaning ascribed thereto in "History of Fenn-Gib Property."

"NGOs" has the meaning ascribed thereto in "Social and Environmental Activism."

"NI 33-105" means National Instrument 33-105 - Underwriting Conflicts.

"NI 43-101" means National Instrument 43-101 - Standards of Disclosure for Mineral Properties.

"NI 45-102" means National Instrument 45-102 – Resale of Securities.

"NI 52-110" means National Instrument 52-110 - Audit Committees.

"NI 58-101" means National Instrument 58-101 - Disclosure of Corporate Governance Practices.

"Normina" has the meaning ascribed thereto in "History".

"NP 11-202" means National Policy 11-202 - Process for Prospectus Review in Multiple Jurisdictions.

"NP 46-201" means National Policy 46-201 - Escrow for Initial Public Offerings.

"NP 58-201" means National Policy 58-201 - Corporate Governance Guidelines.

"Offered Securities" means the Common Shares, the FT Shares, the Additional Shares, and the Donated Shares, as applicable.

"Offering" means the offering under this Prospectus of the Offered Securities in accordance with the terms of the Underwriting Agreement.

"Offering Jurisdictions" means each of the provinces and territories of Canada, excluding Quebec, and other jurisdictions where the Offered Securities may lawfully be sold.

"Offering Price" means \$1.85 per Common Share and \$2.62 per FT Share, in accordance with the Offering.

"Officer" means a Board appointed officer of the Company.

"Option Plan" means the Company's incentive share option plan described further in "Options to Purchase Securities".

"Options" means incentive share options of the Company that may be granted under, or otherwise governed by, the Option Plan.

"Optionee" means the recipient of an Option under the Option Plan.

"Over-Allotment Option" means the over-allotment option granted to the Underwriter to sell up to an additional 1,191,900 Common Shares.

"Pan American" has the meaning ascribed thereto in "History of Fenn-Gib Property."

"Pangea" has the meaning ascribed thereto in "History of Fenn-Gib Property."

"Plan" or "Plans" has the meaning ascribed hereto in "Eligibility for Investment".

"Principal Shareholders" means each person or entity known to the Company to beneficially own, or control or direct, 10% or more of the outstanding Common Shares.

"Promoter" has the meaning ascribed thereto in section 1(1) of the Securities Act (British Columbia).

"Proposed Amendments" has the meaning ascribed thereto in "Certain Canadian Federal Income Tax Considerations".

"Prospectus" means this amended and restated preliminary prospectus and any appendices, schedules or attachments hereto.

"Qualified Person(s)" has the meaning ascribed thereto in "Current Technical Report".

"Registered Plans" has the meaning ascribed hereto in "Eligibility for Investment".

"RDSP" has the meaning ascribed hereto in "Eligibility for Investment".

"RESP" has the meaning ascribed hereto in "Eligibility for Investment".

"Royalty" has the meaning ascribed thereto in "Royalty Agreements".

"Royalty Agreements" has the meaning ascribed thereto in "Royalty Agreements".

"RRIF" has the meaning ascribed hereto in "Eligibility for Investment".

"RRSP" has the meaning ascribed hereto in "Eligibility for Investment".

"Service Provider" means a person who is a bona fide Director, Officer, Employee, Management Company Employee, Consultant, or Company Consultant, and also includes a company 100% of the share capital of which is beneficially owned by one or more Service Provider.

"Services" has the meaning ascribed thereto in "Transactions Between Related Parties".

"SGS" has the meaning ascribed thereto in "History".

"Share Compensation Arrangement" means any Option under the Option Plan but also including any other share option, share option plan, Employee share purchase plan or any other compensation or incentive mechanism involving the issuance or potential issuance of Common Shares to a Service Provider.

"St. Andrew" has the meaning ascribed thereto in "History".

"Tahoe" has the meaning ascribed thereto in "History of Fenn-Gib Property."

"Tax Act" means the Income Tax Act (Canada) and the regulations thereunder.

"Technical Report" means the technical report prepared by the Qualified Persons titled "NI43-101 Technical Report – Fenn-Gib Project, Ontario, Canada" with an effective date of February 5, 2021 and revised February 8, 2021, prepared in accordance with the requirements of NI 43-101.

"TFSA" has the meaning ascribed hereto in "Eligibility for Investment".

"TSXV" means the TSX Venture Exchange.

"TSXV Policies" means the rules and policies of the TSXV as amended from time to time.

"Underwriters" means the Lead Underwriter and a syndicate of underwriters including ●, collectively.

"Underwriters' Commission" means the fee equal to 6% of the gross proceeds raised from the Offering, excluding certain orders made by purchasers on the president's list, payable in cash to the Underwriters by the Company on Closing.

"Underwriting Agreement" means the underwriting agreement dated ●, 2021 between the Company and the Lead Underwriter, on behalf of itself and a syndicate of underwriters including ●.

"United States" means the United States of America, its territories and possessions, any state of the United States and the District of Columbia.

"U.S. person" has the meaning ascribed to it in Rule 902(k) of Regulation S under the 1933 Act.

"Vice President Base Salary" has the meaning ascribed thereto in "Employment, Consulting and Management Agreements".

NOTICE TO INVESTORS

About This Prospectus

An investor should rely only on the information contained in this Prospectus and are not entitled to rely on parts of the information contained in this Prospectus to the exclusion of others. The Company has not, and the Underwriters have not, authorized anyone to provide investors with additional or different information. If anyone provides prospective purchasers with additional or different or inconsistent information, including information or statements in media articles about the Company, prospective purchasers should not rely on it. The information contained on the Company's website is not intended to be included in or incorporated by reference into this Prospectus and prospective purchasers should not rely on such information when deciding whether or not to invest in the Offered Securities.

The Company is not, and the Underwriters are not, offering to sell these securities in any jurisdictions where the Offering or sale is not permitted. The information contained in this Prospectus is accurate only as of the date of this Prospectus, regardless of the time of delivery of this Prospectus or any sale of the Offered Securities. The Company's business, financial condition, results of operations and prospects may have changed since the date of this Prospectus.

For investors outside Canada, neither the Company nor the Underwriters have done anything that would permit the Offering or possession or distribution of this Prospectus in any jurisdiction where action for that purpose is required, other than in Canada. Investors are required to inform themselves about, and to observe any restrictions relating to, the Offering and the distribution of this Prospectus.

This Prospectus includes a summary description of certain material agreements of the Company. See "Material Contracts". The summary description discloses attributes that the Company considers material to an investor in the Offered Securities but is not complete and is qualified in its entirety by reference to the terms of the material agreements, which will be filed with the Canadian securities regulatory authorities and available on SEDAR. Investors are encouraged to read the full text of such material agreements.

Any graphs, tables, diagrams included in this Prospectus to demonstrate the Company's historical performance are intended to illustrate past performance and are not necessarily indicative of future performance of the Company.

Interpretation

Unless the context otherwise requires, all references in this Prospectus to the "Company" or "Mayfair" refer to Mayfair Gold Corp. as constituted on the Closing Date and, to the extent references in this Prospectus are made to matters undertaken by a predecessor in interest to the Company, include such predecessor in interest.

The Company presents its consolidated financial statements in Canadian dollars. In this Prospectus, references to "\$" are to Canadian dollars. Amounts are stated in Canadian dollars unless otherwise indicated.

Cautionary Statement Regarding Forward-Looking Information

This Prospectus contains certain "forward-looking information" within the meaning of applicable Canadian securities laws ("forward-looking information") that relates to the Company's current expectations and views of future events as of the date of this Prospectus. The forward-looking information is contained principally in the sections titled "Summary of Prospectus", "Selected Financial Information and Management's Discussion and Analysis", "Use of Proceeds" and "Risk Factors".

In some cases, this forward-looking information can be identified by words or phrases such as "may", "will", "expect", "anticipate", "aim", "estimate", "intend", "plan", "seek", "believe", "potential", "continue", "is/are likely to" or the negative of these terms, or other similar expressions intended to identify forward-looking information. The Company has based this forward-looking information on its current expectations and projections about future events and financial trends that it believes may affect its financial condition, results of operations, business strategy and financial needs. This forward-looking information may include, among other things, statements relating to:

• proposed expenditures for exploration work, and general and administrative expenses (see "Fenn-Gib Property" and "Use of Proceeds" for further details);
• the Company's use of net proceeds of the Offering and other available funds;
• capital requirements, needs for additional financing and the Company's ability to raise additional capital;
• estimated results of planned exploration and development activities;
• the future price of and future demand for metals;
• economic and financial conditions;
• government regulation of mining operations, accidents, environmental risks, exploration risks, reclamation and rehabilitation expenses;
• title disputes or claims; and
• the timing and possible outcome of pending regulatory and permitting matters.

Forward-looking information is based on certain assumptions and analyses made by the Company in light of its experience and perception of historical trends, current conditions and expected future developments and other factors it believes are appropriate. These assumptions include that the current price of and demand for minerals being targeted by the Company will be sustained or will improve, that the supply of minerals targeted by the Company will remain stable, that the Company's current exploration programs and objectives can be achieved, that general business and economic conditions will not change in a material adverse manner, that financing will be available if and when needed on reasonable terms and that the Company will not experience any material accident, labour dispute, or failure of plant or equipment. Although the Company believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect and there can be no assurance that actual results will be consistent with these forwardlooking statements.

Forward-looking information involves a variety of known and unknown risks, uncertainties and other factors which may cause the Company's actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking information. Actual results may vary from such forward-looking information for a variety of reasons, including, but not limited to, the following risks and uncertainties:

• global economic events arising from the COVID-19 pandemic;
• the Company has a limited operating history and has no history of earnings;
• the Company has historically had negative cash flow from operating activities;
• tax authorities may unfavourably change the manner in which they treat mining activities and associated financing activities without notice;
• there is no guarantee that the gross proceeds of the FT Shares will be incurred as required;
• the Company many not be able to obtain additional financing when required or, if available, the terms of such financing may not be favourable to the Company;
• the Company may not use the funds available to it in the manner described in this Prospectus;

• the Company's ability to continue as a going concern;

• the Company's operations are subject to all the hazards and risks normally associated with the exploration, development and mining of minerals;

• the Company's exploration plans may be adversely affected by the Company's reliance on historical data compiled by previous parties involved with the Fenn-Gib Property;
• the Company and its assets may also become subject to uninsurable risks;
• the TSXV may not approve the acquisition of any additional mineral property interests by the Company, whether by way of option or otherwise, should the Company wish to acquire any additional property interests;
• the Company's activities on the Fenn-Gib Property will require permits or licences which may not be granted to the Company;
• the Company may be affected by political, economic, environmental and regulatory risks beyond its control;
• there is no guarantee that the Fenn-Gib Property will not be challenged by claims from aboriginal or indigenous titles, or unknown third parties claiming an interest in the Property;
• the Company is subject to various risks associated with climate change;
• the Company's exploration, development and mining activities may be negatively impacted by social and environmental activism;
• the Company is currently largely dependent on the performance of the Directors and the Officers and there is no assurance that the Company can retain their services;
• the work of outside consultants and engineers for the Fenn-Gib Property's development, construction and operating expertise may be deficient or negligent;
• the Company competes with other companies with greater financial resources and technical facilities;
• volatility in metals prices;
• there is currently no public market for the Common Shares;
• dilution from future equity financing could negatively impact holders of the Common Shares; and
• the Common Shares may be subject to significant price volatility.

See "Risk Factors" for details of these and other risks relating to the Company's business. These factors should not be considered exhaustive and should be read with the other cautionary statements in this Prospectus.

Given these risks, uncertainties and assumptions, prospective purchasers of Offered Securities should not place undue reliance on these forward-looking statements. Whether actual results, performance or achievements will conform to the Company's expectations and predictions is subject to a number of known and unknown risks, uncertainties, assumptions and other factors, including those listed under "Risk Factors". If any of these risks or uncertainties materialize, or if assumptions underlying the forward-looking statements prove incorrect, actual results might vary materially from those anticipated in those forward-looking statements. An investor should read this Prospectus and the documents to which the Company refers to in this Prospectus completely and with the understanding that the Company's actual future results may be materially different from its expectations.

The forward-looking information made in this Prospectus relates only to events or information as of the date on which the statements are made in this Prospectus. Except as required by law, the Company undertakes no obligation to update or revise publicly any forward-looking information, whether as a result of new information, a future event or otherwise, after the date on which the information is made or to reflect the occurrence of unanticipated events.

Financial Statements

Attached to and forming part of this Prospectus are the audited financial statements of the Company as at and for the year ended December 31, 2019, together with the auditor's report thereon, and the unaudited financial statement for the nine months ended September 30, 2020, which have been prepared in accordance with International Financial Reporting Standards ("IFRS").

SUMMARY OF PROSPECTUS

The following is a summary of the principal features of the Offering and should be read together with the more detailed information and financial data and statements contained elsewhere in this Prospectus. This summary does not contain all of the information that you should consider before investing in the Offered Securities. You should read this entire Prospectus carefully, especially the "Risk Factors" section of this Prospectus, and the Company's audited consolidated financial statements and the related notes thereto and the unaudited interim condensed consolidated financial statements and the related notes thereto appearing elsewhere in this Prospectus, before making an investment decision.

The Company:	The Company was incorporated under the Business Corporations Act (British Columbia) on July 30, 2019 and extra-provincially registered in Ontario on November 20, 2020. The Company's head office, registered office and mailing address is located at 1500 – 1055 West Georgia Street, Vancouver, British Columbia V6E 4N7. The Company has no subsidiaries and does not hold securities in any corporation, partnership, trust or other corporate entity. The Company is a mineral exploration company focused on the exploration of the Fenn Gib Property. The Fenn-Gib Property consists of 21 fee simple patented properties, 144 unpatented mining claims, and 153 patented leasehold mining claims located in the Guibord, Munro, Michaud and McCool Townships in northeast Ontario, Canada.
The Offering:	The Company is offering 4,215,000 the Offering Jurisdictions.	Common Shares and 3,731,000 FT Shares for sale in
	See "Plan of Distribution".
Offering Price:	\$1.85 per Common Share and \$2.62	per FT Share.
Over-Allotment Option:	The Company has granted to the Underwriters an Over-Allotment Option exercisable for a period of 30 days from the Closing Date to sell up to an additional 1,191,900 Common Shares (representing 15% of the Common Shares and FT Shares offered under this Prospectus) at the Offering Price to cover over-allocations, if any. See "Plan of Distribution".
Underwriters' Commission:	The Underwriters' will receive the Underwriters' Commission equal to 6% of the gross proceeds of the Offering, excluding certain orders made by purchasers on the president's list. The Underwriters will also be reimbursed by the Company for its expenses and fees, including the reasonable fees and disbursements of the Underwriters' counsel. See "Plan of Distribution".
Directors &	Patrick Evans	President, Chief Executive Officer and Director
Executive Officers:	Justin Byrd	Chief Financial Officer and Secretary
	Howard Bird	Vice President Exploration
	Ron Clayton	Director
	Harry Pokrandt	Director
	Christopher Reynolds	Director
	Sean Pi	Director
	See "Directors and Executive Officers".

Use of Proceeds:	The gross proceeds to the Company from the Offering are expected to be \$17,572,970,
	not taking into account the Over-Allotment Option. The funds available to the Company
	from the Offering, after deducting the Underwriter's Commission (being \$1,054,378.20)
	and the Underwriter's expenses (being \$●) are estimated to be \$●, not taking into account
	the Over-Allotment Option.

The total funds expected to be available to the Company upon Closing are as follows:

Source of Funds	Amount
Net Proceeds(1)	\$●
Estimated Working Capital as of ●	\$●
Total Funds Available	\$●

Notes:

(1) This excludes the proceeds to the Company from the issuance of any securities that may be issued upon the exercise of the Over-Allotment Option.

The proposed principal use of the total funds available to the Company upon completion of the Offering are as follows:

Principal Purposes	Amount
Expenses of the Offering(1)	\$●
Recommended exploration program for the Fenn-Gib Property(2)	\$11,000,000
Estimated general and administrative expenses for 12 months(3)	\$2,000,000
Unallocated working capital	\$●
Total	\$●

Notes:

(1) Comprised of legal, accounting, and filing fees.

(2) Refer to the recommendations contained in the Technical Report.

(3) Estimated based on the following amounts: professional fees of \$●, \$● in rent, transfer agent and filing fees of \$●, office expenses of \$● and \$● in miscellaneous expenses.

See "Use of Proceeds".

Risk Factors: An investment in the securities offered hereunder should be considered highly speculative due to the nature of the Company's business. An investment in the Company's securities is suitable only for those knowledgeable and sophisticated investors who are willing to risk a loss of their entire investment. Investors should consult with their professional advisors to assess an investment in the Company's securities.

The Company's activities are subject to the risks normally encountered in the mineral resource exploration and development business. The following non-exhaustive list of risk factors should be considered in connection with an investment in the Company: liquidity concerns and future financing requirements; volatility of publicly traded securities; dilution; no history of operations, revenues, earnings or dividends; expected continuing operating losses; tax authorities may unfavourably change the manner in which they treat mining activities and associated financing activities; there is no guarantee that the gross proceeds of the FT Shares will be incurred as required; exploration and development risks; substantial capital expenditure requirements; additional funding requirements; negative cash flow from operations; operating hazards and risks; mineral prices;

environmental risks and other regulatory factors; competition; title matters; political and economic changes; uninsurable risks; quarterly operating result fluctuations; and industry regulation. Additionally, the Company faces various risks related to health epidemics, pandemics and similar outbreaks, including COVID-19, which may have material adverse effects on its business, financial position, results of operations and/or cash flows. See "Risk Factors" for further details on these and other risk factors.

The following table sets forth selected financial information of the Company for the periods or as at the dates indicated which has been derived from the audited consolidated financial statements of the Company as at and from July 30, 2019 (the date of incorporation) to December 30, 2019 and the unaudited interim condensed consolidated financial statements for the nine months ended September 30, 2020 appearing elsewhere in this Prospectus. This summary financial information should be read in conjunction with the financial statements and notes attached to and forming part of this Prospectus and the "Selected Financial Information and Management's Discussion and Analysis" as included elsewhere in this Prospectus.

	Nine Months Ended September 30, 2020 (unaudited)	From July 30, 2019 (date of incorporation) to December 30, 2019 (audited)
Income Statement Highlights:
Net Loss	(\$633,994)	(\$122,785)
Loss per Common Share – Basic and Diluted	(\$0.02)	(\$122,785)
Balance Sheet Highlights:
Working Capital (Deficiency)	\$17,737,968	(\$122,784)
Current Assets	\$18,049,467	\$1
Total Liabilities	\$311,499	\$122,785

Summary of Financial Information:

CORPORATE STRUCTURE

Name, Address and Incorporation

The Company was incorporated under the Business Corporations Act (British Columbia) on July 30, 2019 under the name "Mayfair Gold Corp." and extra-provincially registered in Ontario on November 20, 2020. The head office, registered office and mailing address of the Company is located at 1500 – 1055 West Georgia Street, Vancouver, British Columbia V6E 4N7.

Intercorporate Relationships

The Company has no subsidiaries.

GENERAL DEVELOPMENT OF THE BUSINESS

Overview

The Company is a British Columbia-based mineral exploration company that is primarily engaged in the acquisition and exploration of mineral properties. The Company has one material mineral property, the Fenn-Gib Property, located in the Guibord, Munro, Michaud and McCool Townships in northeast Ontario, which is in the exploration stage. The available funds of the Company, including net proceeds from the Offering, will be applied predominately for exploration of the Fenn-Gib Property – see "Use of Proceeds". For more information on the Fenn-Gib Property, see "Fenn-Gib Property".

Acquisition of Fenn-Gib Property

On June 8, 2020, the Company entered into an asset purchase agreement, as amended on November 13, 2020, (the "Asset Purchase Agreement") with Lake Shore Gold Corp. ("LSG") to purchase the Fenn-Gib Property (the "Acquisition"). Pursuant to the terms of the Asset Purchase Agreement, and as consideration for the Acquisition, the Company:

• paid LSG USD\$11,000,000;
• granted LSG a 1.0% net smelter returns royalty derived from the future production of minerals from the Core Properties, through the execution of the Core Properties Royalty Agreement; and
• granted to LSG a 1.0% net smelter returns royalty derived from the future production of minerals from the Back-In Properties, through the execution of the Back-In Properties Royalty Agreement.

The Fenn-Gib Property consists of the Core Properties and the Back-In Properties. The "Core Properties" include nine fee simple patented properties, 137 unpatented mining claims, and 95 patented leasehold mining claims, whereas the "Back-In Properties" include 12 fee simple patented properties, seven unpatented mining claims and 58 patented leasehold mining claims. The Back-In Properties are subject to a back-in right agreement between LSG and Barrick Gold Corporation ("Barrick") dated August 18, 2011 (the "Barrick Back-In Right Agreement").

Pursuant to the terms of the Asset Purchase Agreement, the Company agreed to assume LSG's obligations pursuant to the Barrick Back-In Right Agreement. The Barrick Back-In Right Agreement provides that Barrick has the option to acquire an undivided 51% interest (the "Barrick Interest") in and to the Back-In Properties if, at any time, a technical report, as defined in NI 43-101, is produced which demonstrates the existence of a Mineral Resource as defined in NI 43-101 of at least five million ounces of gold in the relevant properties (the "Hurdle Amount").

After the completion of such a technical report, the Company is obligated to promptly deliver notice to Barrick and Barrick shall have the right to acquire the Barrick Interest until the date that is 90 days from Barrick's receipt of (i) a final NI 43-101 compliant technical report which confirms the Hurdle Amount, and (ii) a certificate, signed by two senior executive officers of the Company, providing a detailed summary of all costs and expenses (the "Expenditures") incurred on the Back-In Properties by the Company until the date of the NI 43-101 compliant technical report which confirms the Hurdle Amount (the "Back-In Period"). Barrick may exercise its back-in right by giving written notice (the "Back-In Notice") to the Company on or before the expiry of the Back-In Period.

Upon receipt of the Back-In Notice, the Company must make arrangements to fully satisfy and discharge all encumbrances on the Back-In Properties by not the later of (i) 60 days from the receipt of the Back-In Notice, and (ii) the date of receipt of consent of the Ministry of Northern Development, Ministry and Forestry (Ontario) for the purchase and sale of the Barrick Interest, during which the Company will allow Barrick to undertake such due diligence as Barrick may reasonably require. Upon satisfaction of its due diligence, Barrick may acquire the Barrick Interest by paying the Company an amount equal to two times the Expenditures (the "Consideration").

Upon payment of the Consideration to the Company, Barrick shall have acquired the Barrick Interest, and (i) the funding of the Back-In Properties shall be on a pro-rata ownership basis, and (ii) Barrick and the Company shall have the right of first refusal to purchase each others interest in the Back-In Properties. Additionally, Barrick and the Company shall enter into a joint venture agreement with respect to the Back-In Properties.

On August 28, 2020, the Company placed \$14,651,033 (equivalent to US\$11,000,000) in escrow in anticipation of closing the Acquisition. The Company's Acquisition of the Fenn-Gib Property was completed on December 31, 2020.

History of Fenn-Gib Property

Pangea Goldfields Incorporated ("Pangea") originally acquired the Fenn-Gib Property in 1994. Subsequently, in 2000, Barrick acquired the Fenn-Gib Property in connection with its acquisition of Pangea, and in 2011 LSG purchased the Fenn-Gib Property from Barrick for \$60,000,000. In April 2016, Tahoe Resources ("Tahoe") acquired the Fenn-Gib Property in connection with its takeover of LSG. Additionally, in 2016, Tahoe acquired additional claims for \$4,500,000 which were added to the Fenn-Gib Property. In 2017 Tahoe completed a 37,000 mm drill program on the Fenn-Gib Property. Pan American Silver Corporation ("Pan American") acquired the Fenn-Gib Property in 2019 through its acquisition of Tahoe. LSG is a subsidiary of Pan American.

The Fenn-Gib Property is located in Canada's largest gold mining district, the Timmins mining district. The Timmins Gold Camp alone has produced over 70 million ounces of gold over the last 100 years. The Timmins mining district has large development projects with significant upside owned and attractive to cash rich producers looking for growth and feed sources to keep mills running at capacity. For example, on August 17, 2020, Newmont Corporation ("Newmont") and Kirkland Lake Gold Ltd. ("Kirkland Lake") entered into a US\$75,000,000 strategic alliance agreement to jointly assess regional exploration opportunities around Newmont's properties located in the Timmins mining district. In addition to Newmont and Kirkland Lake, other cash rich producers include Pan American, Alamos Gold Inc., and McEwen Mining Inc. As of September 30, 2020, the aforementioned producers had a combined cash balance of US\$6,100,000,000.

Royalty Agreements

As a condition of the Asset Purchase Agreement, the Company entered into (i) a Core Properties net smelter return royalty agreement with LSG dated December 31, 2020 (the "Core Properties Royalty Agreement"), and (ii) a Back-In Right Properties net smelter return royalty agreement with LSG dated December 31, 2020 (the "Back-In Properties Royalty Agreement", collectively with the Core Properties Royalty Agreement, the "Royalty Agreements"). Pursuant to the terms of the Core Properties Royalty Agreement, the Company granted LSG a 1.0% net smelter returns royalty on the Core Properties. Similarly, the Back-In Properties Royalty Agreement granted LSG a 1.0% net smelter return royalty on the Back-In Properties (collectively, the "Royalties" and each a "Royalty"). The Royalty Agreements continue in perpetuity.

The time and manner of the payments required pursuant to the Royalty Agreement are as follows:

• the Royalty payments shall be calculated and paid each calendar quarter of each calendar year during the term of the Royalty Agreements;
• no later than 60 days following the end of each calendar year, the Company shall deliver LSG an annual report;
• at the time of each Royalty payment, the Company shall prepare a statement setting out the manner in which the Royalty payment was calculated; and

the Company is not obligated to make any Royalty payments before the Company has received or sold any marketable naturally occurring metallic and non-metallic minerals originally derived from the Fenn-Gib Property.

Private Placements

The Company has completed the following private placements:

• on March 4, 2020, the Company issued 19,819,926 Common Shares at a deemed price of \$0.01 per share for deemed gross proceeds of \$198,199 for past services performed and related expenses;
• on March 10, 2020, the Company completed a non-brokered private placement of 5,000,000 Common Shares at a price of \$0.01 per share for gross proceeds of \$50,000;
• on April 9, 2020, the Company issued 1,441,565 Common Shares at a deemed price of \$0.05 per share for deemed gross proceeds of \$72,078 for past services performed and related expenses;
• on May 1, 2020, the Company completed a non-brokered private placement of 2,400,000 Common Shares at a price of \$0.06 per share for gross proceeds of \$144,000;
• on August 14, 2020, the Company issued 220,313 Common Shares at a deemed price of \$0.47 per share for deemed gross proceeds of \$103,500 for past services performed and related expenses;
• on August 21, 2020, the Company completed a non-brokered private placement of 21,803,599 Common Shares at a price of \$0.47 per share for gross proceeds of \$10,123,691;
• on August 24, 2020, the Company completed a non-brokered private placement of 16,719,798 Common Shares at a price of \$0.47 per share for gross proceeds of \$7,858,305; and
• on September 23, 2020, the Company completed a non-brokered private placement of 106,838 Common Shares at a price of \$0.47 per share for gross proceeds of \$50,000.

Underwriting Agreement

On ●, 2021, the Company entered into the Underwriting Agreement with the Underwriters with respect to the Offering. For more information see "Plan of Distribution".

FENN-GIB PROPERTY

Overview

The Company is engaged in the business of the acquisition, exploration and development of mineral resource properties. The Company's sole mineral property is the Fenn-Gib Property, located in northeast Ontario.

Current Technical Report

Unless otherwise stated, the following disclosure relating to the Fenn-Gib Property has been summarized, compiled or extracted from the Technical Report prepared by Michael Makarenko, P. Eng., and Tad Crowie, P. Eng., of JDS Energy & Mining Inc. ("JDS"), and Garth Kirkham, P. Geo., of Kirkham Geosystems Ltd. (each a "Qualified Person" and collectively, the "Qualified Persons"), who are each a "qualified person" within the meaning of NI 43-101 and are independent of the Company. The Technical Report has an effective date of February 5, 2021 and revised February 8, 2021. The disclosure in this Prospectus derived from the Technical Report has been prepared with the consent of Mr. Makarenko, Mr. Kirkham, Mr. Crowie, JDS, and Kirkham Geosystems Ltd. ("Kirkham"). See Schedule "H" for a summary of the units of measure, abbreviations and acronyms used in the Technical Report.

The Technical Report recommends additional work to expand the current resource base and to confirm the economic potential of the Fenn-Gib Deposit and the rest of the property.

At the Fenn-Gib Deposit, the potential is high for upgrading Inferred Resources to Indicated Resources with further diamond drilling, and additional infill drilling is recommended. The mineralized zones encountered at the Fenn-Gib Deposit remain open at depth, as well as along strike in both the east and west directions. Additional targeted resource expansion drilling is therefore warranted.

Following the infill and resource expansion drill programs, an updated Mineral Resource Estimate and a Preliminary Economic Assessment, to confirm the potential economic viability of the mineral resources, is recommended.

The Technical Report is available for inspection during regular business hours at the Company's head office at 1500 – 1055 West Georgia Street, Vancouver, British Columbia V6E 4N7. The Technical Report may also be reviewed under the Company's SEDAR profile at www.sedar.com.

Project Description, Location, and Access

Location and Access

The Fenn-Gib Property is located in Guibord, Michaud, McCool and Munro Townships in northeast Ontario. It is 43 km to the northwest of Kirkland Lake and 21 km east of Matheson, south of Abitibi Lake. The centre of the Fenn-Gib Property is at 5374037 N and 559078 E (UTM zone 17).

The Property is easily accessible via Highway 101, which crosses the upper central part of the Property. Highway 101 links the provinces of Ontario and Quebec between the cities of Matheson and Duparquet just below the Abitibi Lake; the Highway becomes "Autoroute 388" in the province of Quebec. A few drill trails cross the Property in a northsouth direction (Figure 1).

Figure 1 - Project Location Map

Location map of the Fenn-Gib Property. The inset shows southern Ontario and western Quebec.

Mineral Tenure

The Fenn-Gib Property, which covers 1,877.8 ha (Figure 2) is currently 100% owned by LSG. LSG agreed to sell the Fenn-Gib Property to the Company pursuant to the Asset Purchase Agreement.

JDS relied upon non-QP experts for specific information relating to the mineral tenures comprising the Fenn-Gib Property. Specifically, JDS relied the Company's legal counsel's summary of the mineral tenures and associated rights contained in their Acquisition due diligence report dated March 24, 2020.

Figure 2 - Claims Map Summarizing the Mineral Tenure and Surface Rights on the Fenn-Gib Property

Source: Mayfair (2020)

Table 1 - Summary of Staked Claims within the Fenn-Gib Property

Legacy Claim No.	Township / Area	Tenure ID (Cell #)	Anniversary Date	Recorded Holder	Work Required	Royalty Holder/s	Royalty % and Basis (e.g. NSR, NPT, etc.)
1200195	GUIBORD	106345	2023-10-20	Mayfair 100%	200	Stanley G. Hawkins	2% NSR
1200195	GUIBORD	341670	2023-04-23	Mayfair 100%	400	Stanley G. Hawkins	2% NSR
1200195	GUIBORD	340323	2023-04-23	Mayfair 100%	400	Stanley G. Hawkins	2% NSR
1200195	GUIBORD	320120	2023-04-23	Mayfair 100%	200	Stanley G. Hawkins	2% NSR
1200195	GUIBORD	320119	2023-04-23	Mayfair 100%	200	Stanley G. Hawkins	2% NSR
1200195	GUIBORD	320118	2023-04-23	Mayfair 100%	200	Stanley G. Hawkins	2% NSR
1200195	GUIBORD	254207	2023-04-23	Mayfair 100%	400	Stanley G. Hawkins	2% NSR

Legacy Claim No.	Township / Area	Tenure ID (Cell #)	Anniversary Date	Recorded Holder	Work Required	Royalty Holder/s	Royalty % and Basis (e.g. NSR, NPT, etc.)
1200195	GUIBORD	235237	2023 -04 -23	Mayfair 100%	400	Stanley G. Hawkins	2% NSR
1200195	GUIBORD	235236	2023 -04 -23	Mayfair 100%	200	Stanley G. Hawkins	2% NSR
1200195	GUIBORD	199631	2023 -04 -23	Mayfair 100%	200	Stanley G. Hawkins	2% NSR
1200195	GUIBORD	180138	2023 -04 -23	Mayfair 100%	200	Stanley G. Hawkins	2% NSR
1200195	GUIBORD	178778	2023 -04 -23	Mayfair 100%	200	Stanley G. Hawkins	2% NSR
1200195	GUIBORD	135440	2023 -04 -23	Mayfair 100%	200	Stanley G. Hawkins	2% NSR
1200195	GUIBORD	135439	2023 -04 -23	Mayfair 100%	400	Stanley G. Hawkins	2% NSR
1200195	GUIBORD	123444	2023 -04 -23	Mayfair 100%	200	Stanley G. Hawkins	2% NSR
1200196	GUIBORD	106836	2023 -04 -23	Mayfair 100%	400	Stanley G. Hawkins	2% NSR
1200196	GUIBORD	340323	2023 -04 -23	Mayfair 100%	400	Stanley G. Hawkins	2% NSR
1200196	GUIBORD	320120	2023 -04 -23	Mayfair 100%	200	Stanley G. Hawkins	2% NSR
1200196	GUIBORD	302105	2023 -04 -23	Mayfair 100%	400	Stanley G. Hawkins	2% NSR
1200196	GUIBORD	299673	2023 -04 -23	Mayfair 100%	200	Stanley G. Hawkins	2% NSR
1200196	GUIBORD	281352	2023 -04 -23	Mayfair 100%	200	Stanley G. Hawkins	2% NSR
1200196	GUIBORD	280132	2023 -04 -23	Mayfair 100%	400	Stanley G. Hawkins	2% NSR
1200196	GUIBORD	280131	2023 -04 -23	Mayfair 100%	200	Stanley G. Hawkins	2% NSR
1200196	GUIBORD	196478	2023 -04 -23	Mayfair 100%	400	Stanley G. Hawkins	2% NSR
1200196	GUIBORD	190465	2023 -04 -23	Mayfair 100%	200	Stanley G. Hawkins	2% NSR
1200196	GUIBORD	174433	2023 -04 -23	Mayfair 100%	200	Stanley G. Hawkins	2% NSR
1200196	GUIBORD	135439	2023 -04 -23	Mayfair 100%	400	Stanley G. Hawkins	2% NSR
1200197	GUIBORD	106835	2023 -04 -23	Mayfair 100%	200	Stanley G. Hawkins	2% NSR
1200197	GUIBORD	340323	2023 -04 -23	Mayfair 100%	400	Stanley G. Hawkins	2% NSR
1200197	GUIBORD	302106	2023 -04 -23	Mayfair 100%	200	Stanley G. Hawkins	2% NSR
1200197	GUIBORD	302105	2023 -04 -23	Mayfair 100%	400	Stanley G. Hawkins	2% NSR
1200197	GUIBORD	302104	2023 -04 -23	Mayfair 100%	400	Stanley G. Hawkins	2% NSR
1200197	GUIBORD	281352	2023 -04 -23	Mayfair 100%	200	Stanley G. Hawkins	2% NSR
1200197	GUIBORD	281351	2023 -04 -23	Mayfair 100%	200	Stanley G. Hawkins	2% NSR
1200197	GUIBORD	246022	2023 -04 -23	Mayfair 100%	200	Stanley G. Hawkins	2% NSR

Legacy Claim No.	Township / Area	Tenure ID (Cell #)	Anniversary Date	Recorded Holder	Work Required	Royalty Holder/s	Royalty % and Basis (e.g. NSR, NPT, etc.)
1200197	GUIBORD	233345	2023 -04 -23	Mayfair 100%	400	Stanley G. Hawkins	2% NSR
1200197	GUIBORD	225340	2023 -04 -23	Mayfair 100%	400	Stanley G. Hawkins	2% NSR
1200197	GUIBORD	178779	2023 -04 -23	Mayfair 100%	400	Stanley G. Hawkins	2% NSR
1200197	GUIBORD	178778	2023 -04 -23	Mayfair 100%	200	Stanley G. Hawkins	2% NSR
1200197	GUIBORD	149502	2023 -04 -23	Mayfair 100%	200	Stanley G. Hawkins	2% NSR
1200197	GUIBORD	122039	2023 -04 -23	Mayfair 100%	200	Stanley G. Hawkins	2% NSR
1200197	GUIBORD	122038	2023 -04 -23	Mayfair 100%	200	Stanley G. Hawkins	2% NSR
1200197	GUIBORD	106836	2023 -04 -23	Mayfair 100%	400	Stanley G. Hawkins	2% NSR
1200198	GUIBORD	103250	2023 -04 -23	Mayfair 100%	200	Stanley G. Hawkins	2% NSR
1200198	GUIBORD	323679	2023 -04 -23	Mayfair 100%	200	Stanley G. Hawkins	2% NSR
1200198	GUIBORD	287668	2023 -04 -23	Mayfair 100%	400	Stanley G. Hawkins	2% NSR
1200198	GUIBORD	228380	2023 -04 -23	Mayfair 100%	200	Stanley G. Hawkins	2% NSR
1200198	GUIBORD	228379	2023 -04 -23	Mayfair 100%	200	Stanley G. Hawkins	2% NSR
1200198	GUIBORD	190465	2023 -04 -23	Mayfair 100%	200	Stanley G. Hawkins	2% NSR
1200198	GUIBORD	174433	2023 -04 -23	Mayfair 100%	200	Stanley G. Hawkins	2% NSR
1200198	GUIBORD	155055	2023 -04 -23	Mayfair 100%	200	Stanley G. Hawkins	2% NSR
1200198	GUIBORD	127124	2023 -04 -23	Mayfair 100%	200	Stanley G. Hawkins	2% NSR
4258499	GUIBORD	230569	2023 -07 -07	Mayfair 100%	200	None
4258499	GUIBORD	344528	2023 -07 -07	Mayfair 100%	200	None
4258499	GUIBORD, MUNRO	227696	2023 -07 -07	Mayfair 100%	200	None
4258499	GUIBORD, MUNRO	171033	2023 -07 -07	Mayfair 100%	400	None
4258968	GUIBORD	106345	2023 -10 -20	Mayfair 100%	200	None
4258968	GUIBORD	312371	2023 -10 -20	Mayfair 100%	200	None
4258968	GUIBORD	305057	2023 -10 -20	Mayfair 100%	200	None
4258968	GUIBORD	291635	2023 -10 -20	Mayfair 100%	200	None
4258968	GUIBORD	110758	2023 -10 -20	Mayfair 100%	200	None
4258968	GUIBORD	110605	2023 -10 -20	Mayfair 100%	200	None
4272132	GUIBORD	110605	2023 -10 -20	Mayfair 100%	200	None

Legacy Claim No.	Township / Area	Tenure ID (Cell #)	Anniversary Date	Recorded Holder	Work Required	Royalty Holder/s	Royalty % and Basis (e.g. NSR, NPT, etc.)
4272132	GUIBORD	237687	2023 -06 -21	Mayfair 100%	200	None
4272132	GUIBORD, MUNRO	237686	2023 -06 -21	Mayfair 100%	200	None
4272132	GUIBORD, MUNRO	208539	2023 -06 -21	Mayfair 100%	200	None
737677	GUIBORD	161029	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
737677	GUIBORD	278587	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
737677	GUIBORD, MUNRO	172259	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
737677	GUIBORD, MUNRO	127179	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
737678	GUIBORD	102172	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
737678	GUIBORD	278587	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
737678	GUIBORD	249548	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
737678	GUIBORD	161029	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
737679	GUIBORD	129350	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
737679	GUIBORD	278587	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)

Legacy Claim No.	Township / Area	Tenure ID (Cell #)	Anniversary Date	Recorded Holder	Work Required	Royalty Holder/s	Royalty % and Basis (e.g. NSR, NPT, etc.)
737679	GUIBORD	249548	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
737679	GUIBORD	230569	2023 -07 -07	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
737680	GUIBORD	230569	2023 -07 -07	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
737680	GUIBORD	278587	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
737680	GUIBORD, MUNRO	171033	2023 -07 -07	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
737680	GUIBORD, MUNRO	127179	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
758895	GUIBORD	292372	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
758895	GUIBORD, MCCOOL, MICHAUD, MUNRO	169590	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
758895	GUIBORD, MICHAUD	295969	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
758895	GUIBORD, MUNRO	102606	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
758896	GUIBORD	292372	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
758896	GUIBORD	343062	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25%

Legacy Claim No.	Township / Area	Tenure ID (Cell #)	Anniversary Date	Recorded Holder	Work Required	Royalty Holder/s	Royalty % and Basis (e.g. NSR, NPT, etc.)
							2329113 Ontario Inc.)
758896	GUIBORD, MICHAUD	296129	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
758896	GUIBORD, MICHAUD	295969	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
758897	GUIBORD	143705	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
758897	GUIBORD	343062	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
758897	GUIBORD, MICHAUD	296129	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
758897	GUIBORD, MICHAUD	211597	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
758898	GUIBORD	122493	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
758898	GUIBORD	343062	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
758898	GUIBORD	292372	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
758898	GUIBORD	182387	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario

758899 GUIBORD 182387 2023

-01

-18 Mayfair

100% ⁴⁰⁰

Inc.)

2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)

Meunier2; 2329113 Ont Inc

Legacy Claim No.	Township / Area	Tenure ID (Cell #)	Anniversary Date	Recorded Holder	Work Required	Royalty Holder/s	Royalty % and Basis (e.g. NSR, NPT, etc.)
758899	GUIBORD	292372	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
758899	GUIBORD, MUNRO	265007	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
758899	GUIBORD, MUNRO	102606	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
758900	MCCOOL, MUNRO	321590	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
758901	GUIBORD, MCCOOL, MICHAUD, MUNRO	169590	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
758901	MCCOOL, MUNRO	321590	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
758902	GUIBORD, MCCOOL, MICHAUD, MUNRO	169590	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
758902	MCCOOL	141919	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
758902	MCCOOL, MICHAUD	340957	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
758902	MCCOOL, MUNRO	321590	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783656	MUNRO	103522	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783656	MUNRO	185337	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25%

Legacy Claim No.	Township / Area	Tenure ID (Cell #)	Anniversary Date	Recorded Holder	Work Required	Royalty Holder/s	Royalty % and Basis (e.g. NSR, NPT, etc.)
							2329113 Ontario Inc.)
783657	GUIBORD, MUNRO	234383	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783657	GUIBORD, MUNRO	265007	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783657	MUNRO	185337	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783657	MUNRO	103522	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783658	GUIBORD, MUNRO	172259	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783658	GUIBORD, MUNRO	234383	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783658	MUNRO	336091	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783658	MUNRO	103522	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783659	MUNRO	103522	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783659	MUNRO	336091	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783660	MCCOOL, MICHAUD	306824	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)

Legacy Claim No.	Township / Area	Tenure ID (Cell #)	Anniversary Date	Recorded Holder	Work Required	Royalty Holder/s	Royalty % and Basis (e.g. NSR, NPT, etc.)
783660	MCCOOL, MICHAUD	344041	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783660	MICHAUD	182448	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783660	MICHAUD	165183	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783661	MICHAUD	164380	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783661	MICHAUD	338797	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783661	MICHAUD	182448	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783661	MICHAUD	165183	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783662	MICHAUD	164380	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783662	MICHAUD	338797	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783662	MICHAUD	326393	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783662	MICHAUD	285056	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)

Legacy Claim No.	Township / Area	Tenure ID (Cell #)	Anniversary Date	Recorded Holder	Work Required	Royalty Holder/s	Royalty % and Basis (e.g. NSR, NPT, etc.)
783663	MICHAUD	152984	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783663	MICHAUD	326393	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783663	MICHAUD	285056	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783663	MICHAUD	266322	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783664	MICHAUD	152984	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783664	MICHAUD	274289	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783664	MICHAUD	266322	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783664	MICHAUD	219132	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783665	MICHAUD	122689	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783665	MICHAUD	326393	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783665	MICHAUD	323029	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)

Legacy Claim No.	Township / Area	Tenure ID (Cell #)	Anniversary Date	Recorded Holder	Work Required	Royalty Holder/s	Royalty % and Basis (e.g. NSR, NPT, etc.)
783665	MICHAUD	266322	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783666	MICHAUD	152983	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783666	MICHAUD	274289	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783666	MICHAUD	157789	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783666	MICHAUD	152984	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783667	MICHAUD	117934	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783667	MICHAUD	285056	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783667	MICHAUD	152984	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783667	MICHAUD	152983	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783673	MCCOOL, MUNRO	321590	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783673	MUNRO	289219	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)

Legacy Claim No.	Township / Area	Tenure ID (Cell #)	Anniversary Date	Recorded Holder	Work Required	Royalty Holder/s	Royalty % and Basis (e.g. NSR, NPT, etc.)
783674	GUIBORD, MCCOOL, MICHAUD, MUNRO	169590	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783674	GUIBORD, MUNRO	102606	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783674	MCCOOL, MUNRO	321590	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783674	MUNRO	289219	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783675	GUIBORD, MUNRO	102606	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783675	GUIBORD, MUNRO	265007	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783675	MUNRO	289219	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783675	MUNRO	185337	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783676	MUNRO	185337	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783676	MUNRO	289219	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783677	GUIBORD, MCCOOL, MICHAUD, MUNRO	169590	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)

Legacy Claim No.	Township / Area	Tenure ID (Cell #)	Anniversary Date	Recorded Holder	Work Required	Royalty Holder/s	Royalty % and Basis (e.g. NSR, NPT, etc.)
783677	GUIBORD, MICHAUD	295969	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783677	MCCOOL, MICHAUD	340957	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783677	MICHAUD	177972	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783678	MCCOOL, MICHAUD	340957	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783678	MICHAUD	177972	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783679	MICHAUD	177972	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783679	MICHAUD	206995	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783680	GUIBORD, MICHAUD	295969	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783680	GUIBORD, MICHAUD	296129	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783680	MICHAUD	206995	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783680	MICHAUD	177972	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)

Legacy Claim No.	Township / Area	Tenure ID (Cell #)	Anniversary Date	Recorded Holder	Work Required	Royalty Holder/s	Royalty % and Basis (e.g. NSR, NPT, etc.)
783681	GUIBORD, MICHAUD	211597	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783681	GUIBORD, MICHAUD	296129	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783681	MICHAUD	323029	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783681	MICHAUD	206995	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783682	MICHAUD	206995	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783682	MICHAUD	323029	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783683	MCCOOL, MICHAUD	306824	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783683	MCCOOL, MICHAUD	340957	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783683	MICHAUD	177972	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783683	MICHAUD	165183	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783684	MICHAUD	165183	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)

Legacy Claim No.	Township / Area	Tenure ID (Cell #)	Anniversary Date	Recorded Holder	Work Required	Royalty Holder/s	Royalty % and Basis (e.g. NSR, NPT, etc.)
783684	MICHAUD	338797	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783684	MICHAUD	206995	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783684	MICHAUD	177972	2023 -01 -18	Meunier2; Mayfair 400 2329113 Ont 100% Inc		2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783685	MICHAUD	206995	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783685	MICHAUD	338797	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783685	MICHAUD	326393	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783685	MICHAUD	323029	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783686	GUIBORD	182387	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783686	GUIBORD	341457	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783686	GUIBORD, MUNRO	265007	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783686	GUIBORD, MUNRO	234383	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)

Legacy Claim No.	Township / Area	Tenure ID (Cell #)	Anniversary Date	Recorded Holder	Work Required	Royalty Holder/s	Royalty % and Basis (e.g. NSR, NPT, etc.)
783687	GUIBORD	122493	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783687	GUIBORD	341457	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783687	GUIBORD	182387	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783687	GUIBORD	127699	Meunier2; Mayfair 2023 -01 -18 200 2329113 Ont 100% Inc		2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783688	GUIBORD	102172	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783688	GUIBORD	324287	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783688	GUIBORD	324286	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783688	GUIBORD	127699	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783689	GUIBORD	102172	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783689	GUIBORD	341457	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783689	GUIBORD	161029	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)

Legacy Claim No.	Township / Area	Tenure ID (Cell #)	Anniversary Date	Recorded Holder	Work Required	Royalty Holder/s	Royalty % and Basis (e.g. NSR, NPT, etc.)
783689	GUIBORD	127699	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783690	GUIBORD	161029	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783690	GUIBORD	341457	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783690	GUIBORD, MUNRO	234383	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783690	GUIBORD, MUNRO	172259	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783691	MUNRO	184751	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783691	MUNRO	344243	2023 -01 -18	Mayfair 100%	Meunier2; 400 2329113 Ont Inc		2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783691	MUNRO	299259	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783691	MUNRO	251563	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783692	MUNRO	174512	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783692	MUNRO	344243	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)

Legacy Claim No.	Township / Area	Tenure ID (Cell #)	Anniversary Date	Recorded Holder	Work Required	Royalty Holder/s	Royalty % and Basis (e.g. NSR, NPT, etc.)
783692	MUNRO	336091	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783692	MUNRO	184751	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783693	MUNRO	174512	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783693	MUNRO	336091	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783694	MUNRO	251563	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783694	MUNRO	344243	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783694	MUNRO	322406	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783694	MUNRO	322405	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783695	MUNRO	174512	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783695	MUNRO	344243	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783695	MUNRO	322406	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)

Legacy Claim No.	Township / Area	Tenure ID (Cell #)	Anniversary Date	Recorded Holder	Work Required	Royalty Holder/s	Royalty % and Basis (e.g. NSR, NPT, etc.)
783695	MUNRO	227695	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783696	MUNRO	174512	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783696	MUNRO	227695	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783697	GUIBORD, MUNRO	127179	Meunier2; Mayfair 2023 -01 -18 400 100% Inc		2329113 Ont	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783697	GUIBORD, MUNRO	171033	2023 -07 -07	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783697	MUNRO	227695	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783697	MUNRO	174512	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783698	GUIBORD, MUNRO	127179	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783698	GUIBORD, MUNRO	172259	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783698	MUNRO	336091	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783698	MUNRO	174512	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)

Legacy Claim No.	Township / Area	Tenure ID (Cell #)	Anniversary Date	Recorded Holder	Work Required	Royalty Holder/s	Royalty % and Basis (e.g. NSR, NPT, etc.)
783727	MUNRO	153043	2024 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783727	MUNRO	322406	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783727	MUNRO	322405	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783727	MUNRO	168333	2024 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783728	MUNRO	123728	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783728	MUNRO	322406	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783728	MUNRO	227695	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783728	MUNRO	168333	2024 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783729	MUNRO	123728	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783729	MUNRO	227695	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783730	GUIBORD, MUNRO	171033	2023 -07 -07	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)

Legacy Claim No.	Township / Area	Tenure ID (Cell #)	Anniversary Date	Recorded Holder	Work Required	Royalty Holder/s	Royalty % and Basis (e.g. NSR, NPT, etc.)
783730	GUIBORD, MUNRO	227696	2023 -07 -07	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783730	MUNRO	227695	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783730	MUNRO 123728		2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783731	MUNRO	123728	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783732	MUNRO	123728	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783732	MUNRO	168333	2024 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783733	MUNRO	153043 2024		Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783733	MUNRO	168333	2024 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783734	MUNRO	121382	2024 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783734	MUNRO	205680	2024 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783734	MUNRO	168333	2024 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)

Legacy Claim No.	Township / Area	Tenure ID (Cell #)	Anniversary Date	Recorded Holder	Work Required	Royalty Holder/s	Royalty % and Basis (e.g. NSR, NPT, etc.)
783734	MUNRO	153043	2024 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783735	MUNRO	123728	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783735	MUNRO	330899	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783735	MUNRO	205680	2024 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783735	MUNRO	168333	2024 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783780	MCCOOL	141919	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783780	MCCOOL, MUNRO	321590	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783781	MCCOOL, MICHAUD	285102	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783781	MCCOOL, MICHAUD	344041	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783781	MICHAUD	225791	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783781	MICHAUD	182448	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)

Legacy Claim No.	Township / Area	Tenure ID (Cell #)	Anniversary Recorded Date Holder		Work Required	Royalty Holder/s	Royalty % and Basis (e.g. NSR, NPT, etc.)
783817	MICHAUD	164380	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783817	MICHAUD	225791	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783817	MICHAUD	189061	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783817	MICHAUD	182448	2023 -01 -18	Mayfair 100%	400	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783818	MICHAUD	189061	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783818	MICHAUD	311788	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783818	MICHAUD	311787	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
783818	MICHAUD	225791	2023 -01 -18	Mayfair 100%	200	Meunier2; 2329113 Ont Inc	2.5% NSR (2.25% Meunier and 0.25% 2329113 Ontario Inc.)
894174	GUIBORD	203737	2023 -07 -14	Mayfair 100%	200	A. Fenn	5% NPR
894174	GUIBORD	276413	2023 -07 -14	Mayfair 100%	200	A. Fenn	5% NPR
894174	GUIBORD, MUNRO	323207	2023 -07 -14	Mayfair 100%	200	A. Fenn	5% NPR
894174	GUIBORD, MUNRO	294568	2023 -07 -14	Mayfair 100%	200	A. Fenn	5% NPR
894178	GUIBORD, MUNRO	251594	2023 -07 -14	Mayfair 100%	200	A. Fenn	5% NPR
894178	GUIBORD, MUNRO	294568	2023 -07 -14	Mayfair 100%	200	A. Fenn	5% NPR
894179	GUIBORD, MUNRO	294568	2023 -07 -14	Mayfair 100%	200	A. Fenn	5% NPR
894179	GUIBORD, MUNRO	323207	2023 -07 -14	Mayfair 100%	200	A. Fenn	5% NPR
894179	MUNRO	173320	2023 -07 -14	Mayfair 100%	200	A. Fenn	5% NPR

- 28 -

Legacy Claim No.	Township / Area	Tenure ID (Cell #)	Anniversary Date	Recorded Work Royalty Holder Required Holder/s			Royalty % and Basis (e.g. NSR, NPT, etc.)
894179	MUNRO	155186	2023-07-14	Mayfair 100%	200	A. Fenn	5% NPR
3015737	GUIBORD, MUNRO	126576	Mayfair 2021-12-21 200 Meunier3 100%		2.5% NSR
3015737	MUNRO	271126	2021-12-21	Mayfair 100%	200	Meunier3	2.5% NSR
3015737	MUNRO	271125	2021-12-21	Mayfair 100%	200	Meunier3	2.5% NSR
3015737	GUIBORD, MUNRO	179863	2021-12-21	Mayfair 100%	200	Meunier3	2.5% NSR
1192489	GUIBORD	109887	2021-04-02	Mayfair 100%	200	Meunier3	2.5% NSR
1192489	GUIBORD	325857	2021-04-02	Mayfair 100%	200	Meunier3	2.5% NSR
1192489	GUIBORD	275832	2021-04-02	Mayfair 100%	200	Meunier3	2.5% NSR
1192489	GUIBORD	275831	2021-04-02	Mayfair 200 Meunier3 100%			2.5% NSR
1192489	GUIBORD	259178	2021-04-02	Mayfair 100%	400	Meunier3	2.5% NSR
1192489	GUIBORD	203147	2021-04-02	Mayfair 100%	200	Meunier3	2.5% NSR
1192489	GUIBORD	172897	2021-04-02	Mayfair 100%	200	Meunier3	2.5% NSR
1192489	GUIBORD	144336	2021-04-02	Mayfair 100%	200	Meunier3	2.5% NSR
1192489	GUIBORD	138341	2021-04-02	Mayfair 100%	200	Meunier3	2.5% NSR
4257820	GUIBORD, MUNRO	179863	2021-12-21	Mayfair 100%	200	Meunier3	2.5% NSR
4257820	MUNRO	271126	2021-12-21	Mayfair 100%	200	Meunier3	2.5% NSR
4257820	MUNRO	271125	2021-12-21	Mayfair 100%	200	Meunier3	2.5% NSR
4257820	MUNRO	215180	2021-12-21	Mayfair 100%	200	Meunier3	2.5% NSR
4257820	GUIBORD, MUNRO	185902	2021-12-21	Mayfair 100%	200	Meunier3	2.5% NSR

Source: LSG (2020)

Notes:

(1) Subject to the Barrick Back-In Right Agreement.

Table 2 - Summary of Mining Patents within the Fenn-Gib Property

Patents	Township	Parcel #	Legal Rights:	Description	Ha	PIN #	Royalty Holder/s	Royalty % and Basis (e.g. NSR, NPI etc.)
Fenn Gib North
PAT 490811	GUIBORD	4220SEC	Mining and Surface Rights	L9189, NE1/4 of S1/2 Lot 8 Con 6	16.946	65379-0191(LT)	None
PAT 490821	GUIBORD	4219SEC	Mining and Surface Rights	L9190, SE1/4 of S1/2 Lot 8 Con 6	16.946	65379-0192(LT)	None

Patents	Township	Parcel #	Legal Rights:	Description	Ha	PIN #	Royalty Holder/s	Royalty % and Basis (e.g. NSR, NPI etc.)
PAT 490801	GUIBORD	4217SEC	Mining and Surface Rights	L9188, SE 1/4 of N1/2 Lot 8 Con 6	16.946	65379-0189(LT)	None
PAT 490791	GUIBORD	4218SEC	Mining and Surface Rights	L8290, SW1/4 of S1/2 Lot 7 Con 6	16.896	65379-0194(LT)	None
PAT 490781	GUIBORD	4215SEC	Mining and Surface Rights	L9252, SE1/4 of S1/2 Lot 7 Con 6	17.3	65379-0195(LT)	None
PAT 490771	GUIBORD	4216SEC	Mining and Surface Rights	L8289, NW1/4 of S1/2 Lot 7 Con 6	16.896	65379-0193(LT)	None
PAT 272961	MUNRO	2636SEC	Mining and Surface Rights	NE 1/4 OF S 1/2 OF LOT 9 CON 1	16.036	65367-0116(LT)	None
PAT 43491	GUIBORD	11391SEC	Mining and Surface Rights	NE 1/4 OF N 1/2 LOT 7 CON 6 - L45564	16.896	65379-0196(LT)	None
L455611	MUNRO	11516SEC	Surface Rights	L45561	16	65367-0145(LT)	Same land as L894178
L455621	MUNRO	11393SEC	Surface Rights	L45562	16	65367-0119(LT)	Same land as L894179
L455631	GUIBORD	11392SEC	Surface Rights	L45563	16	65379-0197(LT)	Same land as L894174
Backman
PAT 487971	MUNRO	12010SEC	Mining Rights	SE1/4 S1/2 LOT 10 CON 1 - L52228	15.682	65367-0153(LT)	Backman	5% NPR
Dyer
PAT 2640	GUIBORD	4074SEC	Mining and Surface Rights	SW1/4 of N1/2 Lot 9 Con 6	16.744	65379-0186(LT)	Dyer	2% NSR
PAT 2639	GUIBORD	281SEC	Mining and Surface Rights	NW1/4 of N1/2 Lot 9 Con 6	16.744	65379-0185(LT)	Dyer	2% NSR
PAT 2638	GUIBORD	3920SEC	Mining and Surface Rights	NW1/4 of S1/2 Lot 1 Con 6	16.592	65379-0201(LT)	Dyer	2% NSR
PAT 2637	GUIBORD	3929SEC	Mining and Surface Rights	NE1/4 of S1/2 Lot 2 Con 6	17.199	65379-0200(LT)	Dyer	2% NSR
Fenn Gib South
PAT 5494	GUIBORD	9275SEC	Mining and Surface Rights	LOT 8 CON 3 - L37004	16.187	65379-0159(LT)	New Klondike Exploration	2% NSR
PAT 5493	GUIBORD	9274SEC	Mining and Surface Rights	LOT 7 CON 3 - L37003	16.137	65379-0160(LT)	New Klondike Exploration	2% NSR

Patents	Township	Parcel #	Legal Rights:	Description	Ha	PIN #	Royalty Holder/s	Royalty % and Basis (e.g. NSR, NPI etc.)
PAT 5492	GUIBORD	9273SEC	Mining and Surface Rights	LOT 7 CON 3 - L37002	16.137	65379-0161(LT)	New Klondike Exploration	2% NSR
PAT 5491	GUIBORD	9271SEC	Mining and Surface Rights	NW 1/4 OF S 1/2 LOT 5, CON 2, L36779	16.238	65379-0135(LT)	New Klondike Exploration	2% NSR
PAT 5490	GUIBORD	9272SEC	Mining and Surface Rights	LOT 6 CON 2- L36778	16.238	65379-0134(LT)	New Klondike Exploration	2% NSR

Source: LSG (2020)

Notes:

(1) Subject to the Barrick Back-In Right Agreement.

Table 3 - Summary of Leased Claims within the Fenn-Gib Property

Lease #	Legacy Claims within Lease	Township	Parcel #	Legal Rights	Lease Expiry Date:	Ha	PIN #	Royalty Holder/s	Royalty % and Basis (e.g. NSR, NPI etc.)
Fenn-Gib North
LEA 108626	L475766	GUIBOR D	1600 SEC LC	Mining and Surface Rights	2032-03- 31	673.854	65379- 0199(LT)	0799714 B.C. Ltd.	1.0% NSR on gold and 2.0% NSR on all other minerals
	L475767	"	"	"	"		"	0799714 B.C. Ltd.	1.5% NSR
	L475768	"	"	"	"		"	0799714 B.C. Ltd.	1.0% NSR on gold and 2.0% NSR on all other minerals
	L475769	"	"	"	"		"	0799714 B.C. Ltd.	1.0% NSR on gold and 2.0% NSR on all other minerals
	L475770	"	"	"	"		"	0799714 B.C. Ltd.	1.5% NSR
	L475777	"	"	"	"		"	0799714 B.C. Ltd.	1.5% NSR
	L475778	"	"	"	"		"	0799714 B.C. Ltd.	1.5% NSR
	L475779	"	"	"	"		"	0799714 B.C. Ltd.	1.0% NSR on gold and 2.0% NSR on all other minerals
	L475780	"	"	"	"		"	0799714 B.C. Ltd.	1.0% NSR on gold and 2.0% NSR on all other minerals

Lease #	Legacy Claims within Lease	Township	Parcel #	Legal Rights	Lease Expiry Date:	Ha	PIN #	Royalty Holder/s	Royalty % and Basis (e.g. NSR, NPI etc.)
	L475781	"	"	"	"		"	0799714 B.C. Ltd.	1.0% NSR on gold and 2.0% NSR on all other minerals
	L475782	"	"	"	"		"	0799714 B.C. Ltd.	1.0% NSR on gold and 2.0% NSR on all other minerals
	L475784	"	"	"	"		"	0799714 B.C. Ltd.	1.0% NSR on gold and 2.0% NSR on all other minerals
	L475799	"	"	"	"		"	0799714 B.C. Ltd.	1.5% NSR
	L475800	"	"	"	"		"	0799714 B.C. Ltd.	1.5% NSR
	L475801	"	"	"	"		"	0799714 B.C. Ltd.	1.0% NSR on gold and 2.0% NSR on all other minerals
	L475802	"	"	"	"		"	0799714 B.C. Ltd.	1.0% NSR on gold and 2.0% NSR on all other minerals
	L475803	"	"	"	"		"	0799714 B.C. Ltd.	1.0% NSR on gold and 2.0% NSR on all other minerals
	L477208	"	"	"	"		"	0799714 B.C. Ltd.	1.0% NSR on gold and 2.0% NSR on all other minerals
	L477209	"	"	"	"		"	0799714 B.C. Ltd.	1.0% NSR on gold and 2.0% NSR on all other minerals
	L477212	"	"	"	"		"	0799714 B.C. Ltd.	1.0% NSR on gold and 2.0% NSR on all other minerals
	L477222	"	"	"	"		"	0799714 B.C. Ltd.	1.0% NSR on gold and 2.0% NSR on all other minerals
	L477223	"	"	"	"		"	0799714 B.C. Ltd.	1.0% NSR on gold and 2.0% NSR on

Lease #	Legacy Claims within Lease	Township	Parcel #	Legal Rights	Lease Expiry Date:	Ha	PIN #	Royalty Holder/s	Royalty % and Basis (e.g. NSR, NPI etc.)
									all other minerals
	L477224	"	"	"	"		"	0799714 B.C. Ltd.	1.0% NSR on gold and 2.0% NSR on all other minerals
	L477225	"	"	"	"		"	0799714 B.C. Ltd.	1.0% NSR on gold and 2.0% NSR on all other minerals
	L477226	"	"	"	"		"	0799714 B.C. Ltd.	1.0% NSR on gold and 2.0% NSR on all other minerals
	L477227	"	"	"	"		"	0799714 B.C. Ltd.	1.0% NSR on gold and 2.0% NSR on all other minerals
	L477228	"	"	"	"		"	0799714 B.C. Ltd.	1.0% NSR on gold and 2.0% NSR on all other minerals
	L477237	"	"	"	"		"	0799714 B.C. Ltd.	1.0% NSR on gold and 2.0% NSR on all other minerals
	L477238	"	"	"	"		"	0799714 B.C. Ltd.	1.5% NSR
	L477239	"	"	"	"		"	0799714 B.C. Ltd.	1.0% NSR on gold and 2.0% NSR on all other minerals
	L477240	"	"	"	"		"	0799714 B.C. Ltd.	1.0% NSR on gold and 2.0% NSR on all other minerals
	L477241	"	"	"	"		"	0799714 B.C. Ltd.	1.0% NSR on gold and 2.0% NSR on all other minerals
	L477242	"	"	"	"		"	0799714 B.C. Ltd.	1.0% NSR on gold and 2.0% NSR on all other minerals
	L477243	"	"	"	"		"	0799714 B.C. Ltd.	1.0% NSR on gold and 2.0% NSR on

Lease #	Legacy Claims within Lease	Township	Parcel #	Legal Rights	Lease Expiry Date:	Ha	PIN #	Royalty Holder/s	Royalty % and Basis (e.g. NSR, NPI etc.)
									all other
	L477244	"	"	"	"		"	0799714 B.C. Ltd.	minerals 1.0% NSR on gold and 2.0% NSR on all other minerals
	L477252	"	"	"	"		"	0799714 B.C. Ltd.	1.0% NSR on gold and 2.0% NSR on all other minerals
	L477256	"	"	"	"		"	0799714 B.C. Ltd.	1.0% NSR on gold and 2.0% NSR on all other minerals
	L477258	"	"	"	"		"	0799714 B.C. Ltd.	1.0% NSR on gold and 2.0% NSR on all other minerals
	L477259	"	"	"	"		"	0799714 B.C. Ltd.	1.0% NSR on gold and 2.0% NSR on all other minerals
	L477260	"	"	"	"		"	0799714 B.C. Ltd.	1.0% NSR on gold and 2.0% NSR on all other minerals
	L477261	"	"	"	"		"	0799714 B.C. Ltd.	1.0% NSR on gold and 2.0% NSR on all other minerals
LEA 107733	L894175	GUIBOR D		Mining and Surface Rights	2025-12- 31	84.74	65379- 0256(LT)	A. Fenn	5% NPR
	L894176	"		"	"		"	A. Fenn	5% NPR
	L894177	"		"	"		"	A. Fenn	5% NPR
	L737630	"		"	"		"	Skjonsby	2% NSR
	L737631	"		"	"		"	Skjonsby	2% NSR
LEA 108627	L475771	GUIBOR D	1595 SEC LC	Mining and Surface Rights	2032-01- 31	203.472	65379- 0198(LT)	0799714 B.C. Ltd.	1.0% NSR on gold and 2.0% NSR on all other minerals
	L475772	"						0799714 B.C. Ltd.	1.0% NSR on gold and 2.0% NSR on all other minerals

Lease #	Legacy Claims within Lease	Township	Parcel #	Legal Rights	Lease Expiry Date:	Ha	PIN #	Royalty Holder/s	Royalty % and Basis (e.g. NSR, NPI etc.)
	L475773	"						0799714 B.C. Ltd.	1.5% NSR
	L475774	"						0799714 B.C. Ltd.	1.5% NSR
	L475775	"						0799714 B.C. Ltd.	1.5% NSR
	L475776	"						0799714 B.C. Ltd.	1.5% NSR
	L475797	"						0799714 B.C. Ltd.	1.5% NSR
	L475798	"						0799714 B.C. Ltd.	1.5% NSR
	L477312	"						0799714 B.C. Ltd.	1.5% NSR
	L477313	"						0799714 B.C. Ltd.	1.5% NSR
	L477316	"						0799714 B.C. Ltd.	1.0% NSR on gold and 2.0% NSR on all other minerals
	L477317	"						0799714 B.C. Ltd.	1.0% NSR on gold and 2.0% NSR on all other minerals
	Fenn Gib Horseshoe
LEA 107458	L427809	GUIBOR D	1312LC	Mining and Surface Rights	2024-08- 31	84.63	65379- 0190(LT)	Croesus Gold Mines Limited, Constantine	Croesus GM - 2% NSR Constantine - 1% NSR
	L427810	"		"	"		"	"	"
	L427811	"		"	"		"	"	"
	L442115	"		"	"		"	"	"
	L442116	"		"	"		"	"	"
LEA 107457	L427812	MUNRO	1313LC	Mining and Surface Rights	2024-08- 31	45.883	65367- 0118(LT)	Croesus Gold Mines Limited, Constantine	Croesus GM - 2% NSR Constantine - 1% NSR
	L427813	"	"	"	"		"	"	"
	L427814	"	"	"	"		"	"	"
Fenn Gib South
				Mining
LEA 108908		GUIBOR D	1613LC	and Surface	2032-08- 31	1410.13 9	65379- 0004(LT)	None

Rights

Source: LSG (2020)

Notes: (1) Subject to the Barrick Back-In Right Agreement. JDS has not performed an independent verification of land title and tenure information as summarized above. JDS did not verify the legality of any underlying agreement(s) that may exist concerning the permits or other agreement(s) between third parties. However, the Company has obtained a title insurance policy issued and insured jointly by FCT Insurance Company Ltd. and First American Title Insurance Company which provides full title insurance coverage for patented freehold lands and leasehold lands and limited coverage for unpatented mining claims.

JDS was informed by the Company that there are no known litigations potentially affecting the Fenn-Gib Property.

Mining Rights

The patented parcels of land are the most secure form of land tenure and are subject to an annual mining tax payable to the Crown. The patented lands are described by the legal survey of individual mining claims and surveyed mining locations. The leasehold mining lands consist of 21-year mining leases issued for mining claims that have been legally surveyed as individual mining claims or defined by the perimeter survey of groups of mining claims. Each perimeter survey is given a CLM designation to describe the surveyed group of claims. Leaseholders are subject to an annual rental payable to the Crown. The Mining Act (Ontario) contains provisions for the renewal of 21-year mining leases. Applications for renewal are subject to review and consent by the Ministry of Energy, Northern Development and Mines.

On April 10, 2018, Ontario converted its manual system of ground and paper staking and maintaining unpatented mining claims to an online system. All active, unpatented claims were converted from their legally defined location by claim posts on the ground or by township survey to a cell-based provincial grid. Mining claims are now legally defined by their cell position on the grid and coordinate location in the Mining Lands Administration System map viewer. The unpatented mining claims (cell mining claims) held by the Company do not confer upon the Company any right, title, interest or claims in or to the mining claims other than the right to proceed as is in the Mining Act (Ontario). Upon registering cell mining claims (cells), the Company must perform and file exploration assessment work and apply on those cells assessment work credits to maintain them in good standing. The first unit of assessment work of \$400 per cell is required by the second anniversary date of the recording of the cell and an additional unit is required to be performed and filed for each year thereafter. Until a mining lease for the mining claims is issued, the Company does not have the right to remove or otherwise dispose of any minerals found in, upon or under the mining claim.

Mining Royalties and Back-In Rights

Pursuant to the terms of the Asset Purchase Agreement, the Company granted LSG a 1.0% net smelter returns royalty over the entirety of the Fenn-Gib Property, which will be paid in addition to the royalties summarized in Table 1, Table 2 and Table 3 above.

Pursuant to the terms of the Barrick Back-In Right Agreement, Barrick has the option to acquire an undivided 51% interest in and to the Back-In Properties (as specified in Table 1, Table 2 and Table 3) if, at any time, a technical report, as defined in NI 43-101, is produced which demonstrates the existence of a Mineral Resource as defined in NI 43-101 of at least five million ounces of gold in the relevant properties

Environmental Liabilities and Considerations

The Fenn-Gib Property does not intersect any federal lands, parks or others land category that would necessitate special permitting or negotiations with local communities or governmental organizations. Surrounding First Nations communities hold traditional treaty rights to hunt, fish, trap and harvest the land. An exploration agreement (the "Exploration Agreement") was signed between LSG and the Wahgoshig First Nation on February 9, 2017. The Exploration Agreement discusses the Wahgoshig First Nation's consent to exploration activities on the Fenn-Gib Property and collaboration between LSG and the Wahgoshig First Nation in relation thereto, LSG's commitment to conduct such exploration activities in a responsible manner, and certain matters relating to joint business opportunities, preferential employment opportunities and training, potential consulting arrangements and the establishment of a community fund. The Exploration Agreement was transferred to and assumed by the Company at the time of the closing of the Acquisition and pursuant to the terms of Asset Purchase Agreement. The Exploration Agreement is to continue in full force and effect until the earlier of: (i) the parties entering into an Impact Benefit Agreement (as defined in the Exploration Agreement); or (ii) one party being in material default of the Exploration Agreement.

The Company is currently working collaboratively with the Wahgoshig First Nation pursuant to the terms of the Exploration Agreement and expects to continue to work collaboratively with the Wahgoshig First Nation as the Fenn-Gib Property advances.

JDS and the Qualified Persons do not expect that the Exploration Agreement or any other significant environmental liabilities would affect the Company's access or title to, or the right or ability to perform work on, the Fenn-Gib Property.

Permit Requirements

The exploration permit held by the prior operator expired. On December 23, 2020, the prior operator applied for the reinstatement of the exploration permit from the Ministry of Energy, Northern Development and Mines. The exploration permit was reinstated on February 4, 2021.

Property Risks

JDS and the Qualified Persons are not aware of any other significant factors or risks that would affect the Company's access or title to, or the right or ability to perform work on, the Property.

Local Resources and Infrastructure

The nearest populated centre is Matheson (pop. 2,500) located less than 20 km from the Fenn-Gib Property. However, Kirkland Lake (pop. 8,000), Timmins (pop. 43,500) and Rouyn-Noranda (pop. 41,000) are established mining centres within one-hour drive where services and supplies are available. An Ontario power transmission line follows Hydro Highway 101 through the Fenn-Gib Property and a high voltage transformer station is located at Ramore, some 15 km to the southwest. A natural gas pipeline is located about two kilometres west of the northwest corner of Guibord Township, at Highway 527.

Water resources are locally available, and the site has significant lakes and wetlands from which to service operations. Electrical power for drilling will need to be via diesel generators as the project is not connected to the nearby transmission line. Cell phone coverage extends to the Property. The Company holds sufficient surface rights necessary for exploration activities along with potential future mining operations.

The Fenn-Gib Property is partially transected by Highway 101 and approximately 10% of the resources are in direct proximity. Approximately one kilometer of Highway 101 would require re-routing and straightening to accommodate the exploitation of the current estimated resources which would be onto property that is owned by the Company. JDS believes that it is reasonable to expect that this can be economically achieved based on precedents in the area such as the relocation of Highway 101 to accommodate the Pamour pit. Further study is required, but JDS does not believe that Highway 101 poses a risk to development or infrastructure or that the resources are or will be materially affected thereby.

In addition, the area is generally and intermittently covered by shallow sloughs and wetlands. These waterbodies are not known by JDS to be fish-bearing and completely freeze over in winter due to their shallow nature. Further studies to determine the flora and fauna that may be affected by potential mining operations and infrastructure are required; however, JDS does not believe that these water bodies and features currently pose a risk or materially affect the mineral resources.

The Fenn-Gib Property is located among many significant and currently active mining operations that have very similar features such as wetlands and issues such as highway and road access in the area. JDS believes that it is reasonable to expect that accommodation and resolution of any of these potential risks has a high likelihood and does not believe that there are any risks to access, permitting or social license at this time.

Climate

Climatic conditions are continental; characterized by cold winters with snow and warm summers with moderate precipitation. The temperature ranges between 11°C to 25 °C during the summer and between -10 °C to -25 °C during the winter. July is the warmest month and January is the coldest. Total precipitation ranges between 801 mm to 1200 mm per year. The rainiest month is July with an average of 92 mm and January gets an average of 62 mm of snow. Exploration activities can be undertaken all year long; however, work is made difficult during transitional seasons where the ground is saturated with water from the melting snow in spring and before winter when lakes are not frozen.

Physiography

The Property lies within the extensive Abitibi Clay Belt, a continuous flat lying sheet of glaciolacustrine sediments deposited in glacial lakes Barlow and Ojibway as the Laurentide Ice Sheet receded during the Quaternary period approximately 10,000 years ago. A large glaciofluvial deposit, the Munro Esker, which flanks the project area, rises about 40 m above the clay plain.

Averaging 315 m above the sea level most of the Property is covered by dense alder swamp that supports a thin growth of poorly developed black spruce. Higher parts of the area support a mature growth of black spruce, jackpine, poplar and white birch. Most of the Property has little commercial value but the well-drained sands and gravels of the esker support commercially valuable white pine stands. Differences in elevation are not more than 15 m throughout the Property.

Figure 3 - Photographs of a Stand of Spruce Trees and Photos of Drill Collars with Well Constructed Drill Pads and Roads along with Typical Vegetation over the Fenn-Gib Property

Source: Kirkham (2020)

History

From its initial discovery and work in 1911, the Fenn-Gib Property has been explored and developed by various operators with the last physical work being performed by LSG in 2017.

Management and Ownership

See "Acquisition of Fenn-Gib Property".

Exploration History 1911-2011

The first project that was developed on the Property was the American Eagle Prospect which was active from 1911 to 1912. It had a 70 ft. shaft, 30 ft. of drifting and 50 ft. of crosscutting. The total recorded production included 54 t milled for a total production of 40 oz of gold. The mineralization occurred in quartz veins and stringers present in a carbonatized greywacke of the Hoyle Assemblage (ODM 1951).

The Talisman Mine prospect was originally staked in 1919 and 1921 by N. Faulkenham and F. Gardiner. During 1923 and 1924, Gardiner Guibord Mines Limited sank a shaft to a depth of 115 ft. and carried out 500 ft. of lateral development on the 100 ft. level to test narrow gold bearing quartz veins in the Hoyle sediments associated with sericite alteration. The old workings were reopened in 1934 by Talisman Gold Mines Limited and 694 ft. of cross cutting, 30 ft. of raising and 374 ft. of drifting were completed. No gold values are reported. In 1942 the property was acquired by Shareholders Securities Limited (Figure 4).

Other early work was done some time prior to 1944 on a five-claim property called the Quinn claims located at the Fenn-Gib Property boundary along Highway 101. Prospecting and trenching on these claims resulted in the location of a north-easterly trending shear zone with disseminated sulphides, quartz veins and carbonate alteration. This shear is probably what is now called the Skjonsby Zone.

Perron Gold Mines Limited optioned a 17-claim block known as the Hansen-McDonnell property near the centres of the current Fenn-Gib Property. In 1948, six diamond drill holes, five of which were abandoned in overburden, were collared approximately 700 m south-west of Guibord Lake. The one hole which reached bedrock penetrated 214 m of unmineralized Hoyle sediments.

A ground magnetic survey and two diamond drill holes totaling 420 m were completed by Canadian Johns Manville Company in 1953-1954 in the north-central portion of the Fenn-Gib Property. These holes encountered altered volcanic rocks cut by syenite dykes.

Between 1964 and 1966, K. E. Skjonsby undertook a program of trenching and diamond drilling on what is now a portion of the Fenn-Gib Property immediately south of Highway 101. The objective of this work was to test the extent of north-easterly trending mineralization encountered on the old Quinn property. Twelve shallow holes totaling 375.2 m were completed. This showing returned up to 28 g/t across narrow intervals (less than 45 cm).

Hollinger Consolidated Gold Mines Limited conducted substantial exploration programs in Guibord Township in the mid 1960's. Seven holes totaling 1,825 m were drilled in various parts between 1964 and 1966. One of these holes, G-15, drilled on the west shore of Guibord Lake encountered several short intervals of gold mineralization including 2.23 g/t over 0.91 m. This drilling is near the current west limit of the Fenn-Gib Deposit.

The Gib property (eastern Fenn-Gib) was included in a group of 134 claims that was later reduced to 53 claims staked by Cominco Limited ("Cominco") in 1976. A series of work programs including geological and geophysical surveys with overburden and diamond drilling were carried out between 1976 and 1985. The bulk of this work included 73 overburden holes totaling 2,758 m and 27 diamond drill holes totaling 2,763 m was carried out on and adjacent to a syenite plug in the south-central portion of the property. A number of gold intersections including 3.05 m of 7.54 g/t (average of two assays), 3.94 g/t over 6.13 m and 19.55 g/t over 1.70 m were returned. Cominco appeared to have lost interest in the project and the property became dormant after 1985.

Lacana Exploration acquired the Fenn property (western Fenn-Gib) and between 1984 and 1986 conducted geological mapping, trenching, geophysical surveys and almost 4,000 m of diamond drilling. In 1988, Lacana's successor company, Corona Corporation, drilled FE88-10 near the eastern boundary of the Fenn property, at the core of the Fenn-Gib Deposit. This hole penetrated a 222.51 m section of altered volcanics which averaged 1.63 g/t. At this point, Corona Corporation tried to option the adjoining Gib property but was unsuccessful.

Both the Gib and Fenn properties were acquired by Normina Mineral Development Corporation ("Normina") in the summer of 1993. During 1993, Normina completed ground geophysics and a four-hole 2,306.7 m drill program. Pangea acquired Normina's interest in the Property in January 1994. Between 1994 and 1997, Pangea conducted additional ground geophysical surveys and 60,805 m of diamond drilling in 202 holes on both the Fenn and Gib properties. This work resulted in the outlining a low grade Main Zone (western portion of the Fenn-Gib Deposit) a resource estimate of 8.0 Mt averaging 2.3 g/t using a 1.5 g/t cut-off and several higher grade lenses in the adjacent Deformation Zone (eastern part of the Fenn-Gib Deposit) (SGS 2011).

A qualified person has not done sufficient work to classify the historical estimate as current Mineral Resources.

It is not known whether this historical Mineral Resource estimate uses the categories set out in NI 43-101. Given the source of the estimates, the Company considers them reliable and relevant for the further development of the Fenn-Gib Property; however, the Company is not treating the historical estimate as current Mineral Resources.

In 1998, St. Andrew Goldfields Ltd. ("St. Andrew") optioned the Property. St. Andrew completed a limited I.P. survey and conducted 1,430 m of drilling in 21 holes in 1998-1999. The St. Andrew work concentrated mainly on the Main Zone, outlined previously by Pangea. In 1988, as part of the option agreement, Pangea completed their planned exploration program consisting of 14,090 m of drilling in 69 diamond drill holes.

Pangea performed mining studies between 1999 and 2000 consisting of a block model, a preliminary pit and a geological potential of the zone. Exploration activity focused on the eastern half of the Fenn-Gib Property, and consisted of line cutting, geophysics and diamond drilling. A total of 76.5 km of line cutting 67.5 km of magnetometer and 29 km of I.P surveying followed by 1,465 m of diamond drilling in five holes.

Barrick purchased Pangea in June of 2000 primarily for its gold assets in Tanzania. Barrick hired Breton, Banville and Associates to complete an open-pit economic evaluation on the Fenn-Gib Deposit (Live et al. 2005). The authors used an altered version of the MRDI block model. The result was a mineral "reserve" of 3.64 Mt (diluted) at 1.69 g/t using a mill cut-off of 0.9 g/t and assuming a US\$450/oz for gold.

A qualified person has not done sufficient work to classify the historical estimate as current Mineral Reserves.

It is not known whether this historical Mineral Resource Estimate uses the categories set out in NI 43-101. Given the source of the estimates, the Company considers them reliable and relevant for the further development of the Fenn-Gib Property; however, the Company is not treating the historical estimate as current Mineral Resources or Mineral Reserves.

LSG acquired the "Highway 101" property from Richmond Minerals Incorporated. This property comprises the southwestern corner (51.8 ha) of the Fenn-Gib Property. The claims have been held by various companies including Guipor Gold Mines and Tandem Resources Limited. The most significant result is from C4-1A which intersected 6.7 m of 7 g/t Au at a hole depth of 85 m (Figure 4). Richmond Minerals Incorporated optioned the property to Vendome Resources Corp. in August 2009 and completed a three-hole, 1,200 m drill program in March 2011. Significant values include up to 77.01 g / 0.81 m of silver in VDR-11-1 and 1.02 g / 7.02 m and 1.18 g / 6.0 m of gold in VDR-11-3.

Figure 4 - Geological Map Showing the Position of the Various Mineral Showings on and Around the Fenn-Gib Property

Name	Identifier	Description	Source Map	Commodity
AMERICAN EAGLE MINE	MDI42A09SE00018	The shaft 0.03 km north and 2.2 km east of the southwest corner of Munro Township.	OGS 1980, P866 MUNRO TP	GOLD
BACKHOE TILL SAMPLE 85-110B	MDI42A08NE00049	Sample pit	OGS 1986 MAP 80-843	GOLD
BACKHOE TILL SAMPLE 85-111B	MDI42A08NE00050	Sample pit	OGS 1986 MAP 80-843	GOLD
BACKHOE TILL SAMPLE 85-112B	MDI42A08NE00051	Sample pit	OGS 1986 MAP 80-843	GOLD
BARRETT-1	MDI42A09SE00155	Diamond drill hole	OGS 1951 MAP 1951-6 GUIBORD	GOLD, COPPER, ZINC
BIRD, S. J.	MDI42A09SE00057	Pit	OGS 1987 GDIF 399 EXPLORATION DATA MAP	GOLD
C4	NA	Several anomalous gold including 6.7 m @ 7.1 g/t Au (C4-1A)	Rennick 2004 (Tandem ResourcesHW101)	GOLD
CAMERON	MDI42A09SE00062	TRENCHES & DDH	OGS 1987 GDIF 399 EXPLORATION DATA MAP	GOLD, ZINC
CANADIAN JOHNS MANSVILLE	MDI42A09SE00193	Stripped area	OGS 1987 GDIF 399 EXPLORATION DATA MAP	GOLD,COPPER
COMINCO-1	MDI42A09SE00054	Diamond drill hole (G80-1: 1.9 m @ 5.4 g/t Au)	OGS 1987 GDIF 399 EXPLORATION DATA MAP	GOLD
COMINCO-2	MDI42A09SE00187	Point	OGS 1987, GDIF 399 EXPLORATION DATA MAP	GOLD,COPPER
Gibb East G-213	MDI000000000540	DDH G-313 in assessment file KL 5295	DDH G-213	GOLD
Gibb East G-215	MDI000000000539	Diamond drill hole G-215	DDH G-215	GOLD
Gibb East G216	MDI000000000541	DDH G-216 in assessment file KL 5295	DDH G-216 in file KL 5295	GOLD
Gibb East G217	MDI000000000542	DDH G-217 in assessment file KL 5295	DDH G-217	GOLD
GUIBORD LAKE EAST	MDI42A09SE00190	Diamond drill hole 397.	OGS 1987 GDIF 399 EXPLORATION DATA MAP	GOLD, COPPER, ZINC
GUIBORD LAKE WEST	MDI42A08SE00121	Diamond drill hole #398.	OGS 1987 GDIF 399 EXPLORATION DATA MAP	GOLD, COPPER, LEAD, ZINC
GUI-POR #1	MDI42A09SE00052	Point	OGS 1987 GDIF 399 EXPLORATION DATA MAP	GOLD
HANSEN - MCDONNELL	MDI42A09SE00063	Point	OGS 1987 GDIF 399 EXPLORATION DATA MAP	GOLD
HISLOP - EAST	MDI42A08SW00019	OGS 1956 MAP 1955-5 Quartz vein TOWNSHIP OF HISLOP		GOLD
SONIC DRILL HOLE 87-42	MDI42A09SE00066	Diamond drill hole 87-42.	OGS 1988 MAP 81-119	GOLD
Skjonsby	NA	NA	NA	GOLD
TALISMAN	MDI42A09SE00188	Shaft	OGS 1951 AR VOL 60 PT9 MAP 1951-6 GUIBORD	GOLD, LEAD, SILVER

Table 4 - Mineral Occurrences within the Fenn-Gib Property Mainly Compiled by the Ontario Ministry of Northern Development and Mines

Source: SGS (2011)

Name	Identifier	Description	Commodity
BACKHOE TILL SAMPLE 84- 33-B	MDI42A09SW00044	Sample pit 84-33B.	GOLD, ZINC
BACKHOE TILL SAMPLE 85- 109B	MDI42A08NE00048	Sample pit	GOLD
BARLOW-DYER	MDI42A09SE00152	Shaft in Guibord Tp.	GOLD, LEAD, ZINC
BARLOW-DYER SOUTH	MDI42A09SE00050	SHAFT, TRENCHES & PITS	GOLD
BARRETT-2	MDI42A09SE00051	Point	GOLD
BERRIGAN - NORTH	MDI42A08NE00059	PITS & DDH	GOLD
BERRIGAN - SOUTH	MDI42A08NE00060	Diamond drill hole #375.	GOLD
BIG GAME OCCURRENCE	MDI42A09SE00149	A point 2.40 km north and 3.48 km east of the southwest corner of Munro Township	GOLD, ZINC
BIG PETE	MDI42A09SE00154	SHAFT in Guibord Township. The Big Pete occurrence is on patented claim no. 9454	GOLD, LEAD, ZINC
BONTER	MDI42A09SE00151	Pits in Guibord tp.	GOLD, LEAD
BROWN-MUNRO	MDI42A09SW00002	Old shafts, pits, and trenches are in the (patented) north half of lot 11, concession I	GOLD
BUFF MUNRO MINE	MDI42A09SW00154	The two Buff-Munro Mine shafts are in the southwest quarter of the north half of lot 7, concession 1area	GOLD, ASBESTOS, LEAD, ZINC
CAMAN-1	MDI42A08NE00052	Diamond drill hole #8.	GOLD
CAMAN-2	MDI42A08SE00027	Diamond drill hole #3.	GOLD
COLOSSUS	MDI42A09SW00140	Shaft in Lot 12, Con 1.	GOLD, LEAD, ZINC
CROESUS MINE	MDI42A09SE00012	The Croesus Mine is in southwest Munro Township, about 15 km east of Matheson. The old shaft and most of the underground workings are on patented claim no. 11581.	GOLD, SILVER
C-ZONE	MDI42A09SE00199	Trench	GOLD
DENOVO OCCURRENCE	MDI42A09SW00019	The former Denovo Gold Mines Ltd. Property	GOLD
DIMMICK	MDI42A09SE00027	A point 2.35 km north and 3.70 km east of the southwest corner of Munro Township.	GOLD
Four Corners	MDI000000000592	Diamond drill hole FC-07-09	GOLD
GARRISON CREEK - 1	MDI42A08NE00222	Diamond drill hole #302.	GOLD, COPPER
GARRISON CREEK - 2	MDI42A08NE00067	Diamond drill hole #309.	GOLD
GOLD COIN	MDI42A09SE00185	Pits and Trenches	GOLD, LEAD, ZINC
GOLD PYRAMID	MDI42A09SE00153	A point 1.57 km east and 0.01 km south of the northwest corner of Guibord Township. Overgrown pits and trenches blasted into quartz veins occur	GOLD, COPPER, LEAD, SILVER
HISLOP - WEST	MDI42A09SW00033	Old Pit: A point 3.49 km south and 0.50 km west of the northeast corner of Hislop Township. Sparse bedrock exposure, overgrown trenches, and two (now rock and gravel filled) shafts are east of the Pike River in the north half of lot 1, concession	GOLD
JOSEPH - NORTH	MDI42A09SE00064	Point	GOLD
JOSEPH - SOUTH	MDI42A09SE00065	Point	GOLD
KING MIDAS LTD.	MDI42A09SE00029	A point 1.90 km north and 2.53 km east of the southwest corner of Munro Township.	GOLD
KOKOTOW	MDI42A09SE00177	Diamond drill hole M-3.	GOLD, COPPER
MATACHEWAN	MDI42A09SW00042	Diamond drill hole 84-1.	GOLD

Table 5 - Mineral Occurrences Surrounding the Fenn-Gib Property Compiled by the Ontario Ministry of Northern Development and Mines

Name	Identifier	Description	Commodity
Menier	MDI000000000537	Diamond drill hole MM-90-3 from assessment file map KL-3243	GOLD
NORTHERN GOLDBELT	MDI42A09SW00155	A point 2.84 km north and 0.95 km east of the southwest corner of Munro Township.	GOLD, SILVER, COPPER, LEAD, ZINC
PAT OCCURRENCE	MDI42A09SW00022	Pits 2.60 km north and 0.51 km west of the southeast corner of Beatty Township.	GOLD
SONIC DRILL HOLE 87- 41	MDI42A09SE00048	Sonic drill hole 87-41.	GOLD
STEWART, W.T.	MDI42A09SE00010	A point 3.03 km north and 4.84 km east of the southwest corner of Munro Township.	GOLD
WALHART, G.M.L.	MDI42A09SE00009	A point 1.40 km north and 3.60 km east of the southwest corner of Munro Township.	GOLD
WHITE-GUYATT	MDI42A09SW00127	A point 0.40 km north and 1.80 km east of the southwest corner of Munro Township.	GOLD, LEAD, ZINC

Source: SGS (2011)

History 2011

A Mineral Resource Estimate was completed by SGS Geostat ("SGS") in 2011 and included 40.8 Mt grading 0.99 g/t in the Indicated category and 24.5 Mt at 0.95 g/t in the Inferred category is shown in Table 6.

Table 6 - 2011 Mineral Resource Estimate (SGS 2011)

2011 Category	Type	Cut-off grade (g/t)	Tonnes (Mt)	Grade (g/t)	Ounces (millions)
Indicated	In Pit	0.5	40.8	0.99	1.3
Inferred	In Pit	0.5	23.3	0.9	0.67
Inferred	Underground	1.5	1.2	1.9	0.08
Inferred	Total		24.5	0.95	0.75

Source: SGS (2011)

The gold price was assumed to be US\$1,190 and metallurgical recoveries were assumed to be 85%. Operating costs were assumed to be US\$2/tonne for mining costs, US\$11/tonne for processing and G&A costs. Conversion of volumes into tonnage used the density of 2.8t/m³. Resources were reported at a cut-off of 0.5g/t for in-pit resources. It also reported below-pit resources at a high cut-off of 1.5g/t which approximates the necessary cut-off for some underground mining.

The Indicated and Inferred Mineral Resources are historical estimates and use the categories set out in NI 43-101. These resources have an effective date of October 30, 2011. A qualified person has not done sufficient work to classify the historical estimates as current Mineral Resources. Given the source of the estimates, the Company considers them reliable and relevant for the further development of the Fenn-Gib Property; however, the Company is not treating the historical estimate as current Mineral Resources. The SGS 2011 resource estimate is superseded by the current resource estimate, which is discussed in Section 14 of the Technical Report.

History 2012-2017

During 2012, exploration activities conducted on the Fenn-Gib Property in the southwest half of Lot 5 Concession VI consisted of diamond drill operations completed by LSG's drilling contractors, being Norex Drilling Ltd., with 34 drill holes totalling 15,802 m. Reconnaissance mapping and prospecting were also carried out on both the north and south claim blocks during 2012. A total of 291 field samples were collected throughout the program of which, 129 were sent for 48 element geochemical analyses and 162 for gold and silver assaying.

During 2014, outcrop investigation and prospecting were carried out by LSG in the Fenn-Gib Property north block claims 4272132 and 4258968 (Figure 5). A total of three days were spent in the field with 14 samples collected for gold and silver assaying. Representative hand samples from each field sample were collected and catalogued. Petrology of the hand samples was done using a Celestron Binocular Microscope-Professional Model #44206. Carbonate minerals were identified using dilute solutions of Alizarin Red S, Potassium Ferricyanide and 10% hydrochloric acid.

Between late-January and August 2017, a total of 32,013 m of surface definition diamond drilling (NQ) was carried out in 80 holes, including 77 completed and three abandoned/lost holes. Four drill rigs were utilized for the majority of the program. Drill setups were partly facilitated by constructing drill trails and pads from trucked non-acid generating waste rock due to soft and wet ground conditions. The primary purpose of the definition drilling program was to upgrade Inferred Resources, representing approximately 35% of the 2011 in-pit resources, to the Indicated category.

Between May and August of 2017, a total of 5,653 m of surface exploration diamond drilling was completed in 14 new holes and one hole deepening. The main purpose of the exploration drilling was to test the regional deformation zone along strike both east and west of the Fenn-Gib Deposit in order to determine if potential exists to expand resources. To the east, the best results were returned from two holes below the eastern edge of the conceptual pit, which included 0.63 g/t over 24.5 m and 0.75 g/t over 22.7 m from FG-17-125 and 1.11 g/t over 30.5 m from FG-17-128. To the west, low grade mineralization was encountered in both the hanging wall sediments (0.47 g/t over 14.0 m from FG-17-126) and footwall mafic volcanics (0.98 g/t over 4.5 m and 1.21 g/t over 5.5 m from FG-17-133).

In addition, during 2017 a surface definition diamond drilling program was conducted on the Fenn-Gib Deposit which included four holes (FG-17-57, FG-17-82, FG-17-91, and FG-17-113) drilled on vertical cross section 558400E (+/- 25 m) These holes were drilled to test the western portion of the Fenn-Gib Main Zone at depth (Figure 4 and Figure 5). A total of 2,569 m of NQ core was drilled collectively between the four holes.

Holes FG-17-57, -82, and -91 where collared at UTM coordinate: 558400E, 5375010N (NAD 83, Zone 17), at an elevation of 313 m above sea level. Azimuths and dips were between 355° to 357° and - 50° to -55° respectively. The tops of these three holes consists mainly of a thick package of unaltered and moderately to strongly sericite-ankerite altered sediments (bedded greywacke-mudstone) with minor three to 20 m wide intermediate dykes. Hole FG-17-113 was collard at UTM coordinate: 558400E, 5375150N (NAD 83, Zone 17) at an elevation of 314 m a.sl., with an azimuth and dip of 358° and -62° respectively, and a final depth of 720 m. The top of the hole consists of alternating

Source: LSG (2014)

intervals of the sediments and intermediate dykes mentioned above, and a deformation zone comprising faults, structures, and high strain shears.

The target area was intersected at depth between 306 and 441 m in FG-17-57, -82, and -91 in a deformation zone (faults, shears, cataclastites) and altered mafic volcanics, both with strong pyrite mineralization. In FG-17-113 the target area was intersected between 200 and 300 m mainly in altered mafic volcanics and syenite porphyry with strong pyrite mineralization. Hole FG-17-113 continued to intersect mineralized intervals adjacent to and below the Fenn-Gib Main Zone to a depth of 649 m.

The 2017 diamond drilling successfully identified mineralization 200 to 440 m below the Fenn-Gib Main Zone in the western portion of the Fenn-Gib conceptual pit. The observed mineralized intervals are very similar to those in the resource and occur in a broad deformation zone and moderately to strongly ankerite-albite altered mafic volcanics with pyrite being the primary sulphide. The best intercepts, reported using estimated true widths, include 2.32 g/t Au over 21.6 m from FG-17-57, 0.57 g/t Au over 62.8 m from FG-17-82, 1.07 g/t Au over73.9 m from FG-17-91, and 0.70 g/t Au over 121 m (incl. 1.77 g/t over 11.5 m) from FG-17-113.

These results confirm the presence of a mineralized zone at depth in the western portion of the Fenn-Gib Main Zone. Initial 2017 metallurgical test-work consisted of gravity and gravity tailings cyanidation on 14 composite samples (½ cut NQ drill core) collected from deeper portions of the western/main part of the resource, with head grades ranging from 0.35 g/t to 1.22 g/t (average 0.69 g/t) Testing shows a wide range in gold recoveries from 37.1% to 88.7% (average 72.2%) at a 75 micron feed size (i.e. similar to Bell Creek) and a 48 hour retention time. There is no clear correlation between recovery and sample head grade, rock type, mineralization domain, etc., and in part this has influenced the decision not to proceed with pit optimization (see above). A gold deportment study involving mineralogical studies and diagnostic leach testing was completed at SGS.

Exploration Targets

A desktop review had been carried out on several early-stage exploration targets on the Fenn-Gib Property including: 1) American Eagle; 2) G-101; 3) Central Syenite; 4) Horseshoe Zone; 5) Canamax Zone; 6) Perry Lake Prospect; and 7) South Block. The location of the exploration targets on the Fenn-Gib Property are shown below in Figure 6.

Figure 6 - Geology Map Showing Location of Exploration Targets for the Fenn-Gib Property

Source: Tahoe (2017)

American Eagle

The American Eagle target area is located north of Highway 101 at the west margin of the North Block, approximately three kilometres northwest of the Fenn-Gib Deposit.

The historic American Eagle Mine consisted of a 21.3 m shaft with a 9.1 m drift and a 15.2 m cross-cut. The mine was active between 1911 and 1912, with a total of 54 t of ore mined and milled and 40 oz of gold produced. Gold was reportedly recovered from quartz veins and stringers in carbonatized clastic sediments (wacke). In 1950, Broulan Porcupine Gold Mines drilled a number of holes around the target area that intersected the sedimentary-mafic volcanic contact and numerous vein and/or stringer systems with anomalous gold values, both within the sediments and mafic volcanics.

The American Eagle target is situated on/near the west-northwest striking Pipestone Fault (i.e. same structure which hosts the Fenn-Gib Deposit). In July 2012, LSG geologists investigated and sampled several outcrops proximal to the American Eagle Mine in order to characterize the alteration and mineralization within the sediments at surface. An outcrop ridge running diagonally across claim L52228 was examined to locate contacts between sedimentary, mafic volcanic and felsic intrusive rocks as well as to determine if these rocks share lithogeochemical affinities with similar rock types at the Fenn-Gib Deposit. A total of 39 samples were collected from outcrop and sent for whole rock lithogeochemical analysis and gold assays. The analysis revealed the samples to be of several rock types, primarily calc-alkaline clastic sediments, plus tholeiitic to calc-alkaline felsic intrusive rocks, and minor tholeiitic mafic volcanics and tholeiitic ultramafic volcanics generally of similar affinity to rocks at the Fenn-Gib Deposit. Gold values range from <0.005 – 1 g/t with the majority being < 0.005 g/t and an overall average of 1.09 g/t. The relatively high average for the samples is due to one very high grade sample, which returned 42.0 g/t.

Copies of the drill logs for the 1950's drilling by Broulan Porcupine Gold Mines have not been located. It was recommended that an exhaustive search should be made for the drill logs, and a field visit be carried out in order to collect structural data on any exposed veins/stringers and to locate any historical drill collars. Until such time it is not possible to carry out a proper evaluation of this particular target.

G-101 (HWY 101)

The G-101 (previously called HWY 101) target area is located in the west part of the North Block approximately 1.6 km southwest of the Fenn-Gib Deposit.

Geologically the area is underlain entirely by clastic sediments. Between 1995 and 1996, a total of 24 diamond drill holes totaling 5,502 m were drilled on the target area as part of a Tandem Resources - NAR Resources joint venture. The drill program was designed to investigate VLF-EM and IP geophysical anomalies. On the regional aeromagnetic map, the area lies entirely within a large magnetic low with no discernable magnetic features. The interpreted strike of the target based on the drilling is east- northeast (065°). Drilling tested a 300 m strike length and to a maximum vertical depth of 395 m, with holes lengths ranging from 118 to 511 m.

The holes were drilled entirely in sediments which are cut by quartz-carbonate veins, and lamprophyre and diabase dykes. Several of the holes intersected fault and shear zones of variable thickness, ranging from 30 cm up to 61 m, accompanied by numerous fracture and breccia zones that hosted most of the significant gold values. These zones are strongly carbonatized, sericitized, silicified and pyritized. A review of drill cross sections by Tahoe geologists indicates that correlating the mineralized zones and determining dip angles from section to section is problematic due to discontinuity.

The best drill intersection was in hole C4-3 which returned 4.47 g/t over a core length of 13.2 m, including 13.56 g/t over 2.77 m. Significant gold values were returned in drill holes along strike of the target and adjacent to C4-3 but, as mentioned above, the intersections cannot be correlated from section to section or even from hole to hole due to drastic changes in formational dips, faults, shear and breccia zones, dykes and the overall structural complexity of the target area.

One concern noted when reviewing the historical drill data is that sampling was very selective, and significant portions of the holes (including adjacent to mineralized intervals) were not sampled. This raises the possibility that some of the mineralized zones may in fact be wider than reported as there were no assay "shoulders".

The grade and width of the mineralization encountered in hole C4-3 (4.47 g/t over a core length of 13.2 m) is intriguing, although the drill log for the hole indicates that at least some of the mineralized veins in the internal are subparallel to the core axis. A detailed review of the drill logs, assay results and cross sections is recommended as an initial next step. Particular attention should be paid to core angles recorded on the mineralized veins in order to determine if a dominant trend is evident and to confirm whether the zone was drilled correctly. If the drill core still exists and can be salvaged, relogging and additional sampling is recommended. A small but focused drill program utilizing a borehole televiewer or oriented drill core may be warranted if results of the data review are encouraging

Central Syenite

The Central Syenite target area is located approximately 1.6 km southeast of the Fenn-Gib Deposit in the central portion of the North Block.

Between 1978 and 2002, a total of twenty-four diamond drill holes totaling 4,140 m were drilled on the target area: 1) Cominco 1978-1985, 18 holes for 2,696m; and 2) Pangea 1995 and 2002, six holes for 1,444 m. The Cominco drill program primarily tested the western syenite-sediment contact and was a follow-up on anomalous gold values recovered from earlier reverse circulation overburden drilling. The diamond drilling tested a 550 m northwestsoutheast strike length and to a maximum vertical depth of 160 m. The Pangea drill program was designed to locate the sediment-volcanic contact, investigate geophysical anomalies interpreted to show a possible shear zone, possible gold-bearing syenites, and/or alteration zones. The drilling tested a 400 m north-south strike length and to a maximum vertical depth of 250 m.

The Central Syenite target area is underlain by clastic sediments, mafic volcanics, syenite, feldspar porphyry, gabbro and lamprophyre dykes. Mineralization is hosted in the sediments, mafic volcanics and syenites.

The significant drill intersections from Cominco's drilling were 3.42 g/t over a core length of 2.70 m from G-78- 7, 3.94 g/t over 6.13 m from G-80-1, 19.55 g/t over 1.70 m from G-82-1, and 10.50 g/t over 1.00 m from G-85-7. However, the log for G-85-7 reports this interval as having mm-scale quartz-carbonate veinlets that are parallel to the core axis indicating that the mineralized interval is likely much less than one metre wide. A brief review of drill cross sections and a plan view by Tahoe geologists indicates that Cominco's best results were within sediments or near the sediment-syenite contact.

The significant drill intersections for Pangea were in G-95-100 which returned 3.75 g/t over a core length of 3.00 m, and G-95-109 which returned 2.69 g/t over a core length of 1.95 m. These results were in weakly to moderately silicified and albitized mafic volcanics with widespread quartz-calcite veining.

In August 2012, LSG geologists carried out a field exploration program in the Central Syenite target area to investigate ground conditions and suitability for drilling. At the same time an attempt was made to locate historic drill collars, which unfortunately was not successful. The field program determined the area is essentially a floating bog, and that a winter drill program is the only appropriate option for the area.

The information provided above for the Cominco drill programs was derived from several Pangea reports (1994-2002) as Tahoe does not have copies of the original Cominco reports. In addition, drill logs have not been located and Cominco assay results have not been input into a digital database. This lack of primary information makes interpretation of Cominco's drill program difficult. In order to carry out a proper assessment of the Central Syenite target, it is recommended to search for copies of the Cominco reports, ensure all drilling data has been input into the database, and carry out a thorough compilation, review and interpretation of historical results in order to determine if additional work, including diamond drilling, is warranted.

Horseshoe Zone

The Horseshoe Zone is located immediately north (~ 150 m) of Highway 101, approximately 500 m west of the Fenn-Gib Deposit. The showing was discovered by Constantine Metal Resources Ltd. ("Constantine") in mid-2012. Constantine reported that the zone comprises a series of small isolated outcrops covering an area measuring 75 m long (north-south) by 55 m wide (east-west), and that the outcrops are "pervasively gold mineralized and silica – pyrite ± albite ± magnetite altered." Constantine noted several similarities with the Fenn-Gib Deposit including: 1) the bulktonnage tenor of the gold mineralization (0.5-1.5 g/t Au); 2) an approximately 1:1 gold to silver ratio; and 3) gold primarily associated with disseminated pyrite in altered variolitic volcanics. Nine representative grab samples collected by Constantine returned from 0.14-1.27 g/t gold. Planned stripping and channel sampling was never completed, and the zone has not been previously drill-tested.

Tahoe Canada geologists made a one-day site visit to the Horseshoe Zone in mid-August 2017 and confirmed the location and general nature of the alteration (silicification ± albitization) and mineralization (disseminated pyrite). Their first impressions based on the limited area of outcrop, is that the mineralized (pyritic) zones are generally narrow (< 1m) and are not part of a significantly large and continuous alteration system. The outcrop which returned the highest grade assay (Constantine – 1.27 g/t) appears to form part of a very old hand trench. A narrow (< 0.5 m) rusty zone containing pyrite strikes generally E-W (075-080°) and appears vertical. A fairly large N-S striking diabase dyke is exposed in the eastern area of outcrop. Four grab samples collected during the site visit have returned gold values in the range 0.067 to 1.005 g/t (average 0.47 g/t), generally comparable to Constantine's results. At the present time it appeared that mineralization at the Horseshoe Zone is generally similar to mineralized zones routinely encountered within the footwall mafic volcanics located north of the deposit, as well as along strike to the west.

Overburden in this particular area appears quite shallow, and B-horizon soil geochemistry sampling may be effective in detecting underlying mineralization. A limited orientation soil survey (total of 50-60 samples) with one line positioned directly over the showing area, and two additional lines located 100 m to the east and west was recommended. If results are favourable, the survey area should be expanded along strike to the east and west.

Canamax Zone

The Canamax Zone is located in the extreme north-central part of the North Block, approximately three kilometres north-northeast of the Fenn-Gib Deposit. Prospecting in this area dates back to the 1920's and 1930's where surface work (hand trenches, pits, etc.) exposed outcrops of strongly altered ultramafic flows (komatiites) and rarer tholeiitic mafic volcanics with associated quartz veins and locally disseminated pyrite and arsenopyrite mineralization. More recently (primarily 1980's-1990s) the area was covered by geological mapping, prospecting, ground geophysical surveys (magnetics, HLEM, IP-resistivity), and in 2008 it was covered by an airborne VTEM survey by Constantine. The Canamax Zone is located on the Monroe Fault, an east-southeast (115°) striking regional structure that generally parallels the Pipestone Fault (3 km to the south) in this area. It occurs at the contact between mafic volcanics to the north and altered komatiites to the south. The structure/contact zone is marked by deformation (brecciation and shearing) and a graphitic-chloritic lapilli tuff unit. Mineralization is hosted by the altered komatiites and graphiticchloritic lapilli tuffs, and forms two well- defined brecciated to sheared and commonly quartz-veined zones. The zone(s) generally contain 2-10% fine disseminated pyrite and trace-1% disseminated to semi-massive bands or patches of arsenopyrite.

Since the late 1980's, a total of 13 diamond drill holes totaling 3,550.7 m have been completed on the Canamax Zone: 1) Canamax Resources 1986, four holes for 1,116.0 m; 2) Canamax Resources 1987, three holes for 585.0 m; 3) American Barrick, three holes for 976.5 m; and 4) Constantine 2011, three holes for 873.2 m – latter excluding two abandoned holes due to poor azimuth. Drilling has tested the zone along a one kilometre strike length and locally to a vertical depth of 325 m.

Although multiple drill holes have encountered anomalous gold, overall intersections have generally been narrow and low grade. The best drilling result prior to Constantine's 2011 drilling was 2.28 g/t over 4.0 m (core length) in Canamax Resources' hole 081-01-07. American Barrick's drilling in 1990 indicated that instead of the previously interpreted steep north-dipping structure/stratigraphy, the dip is actually steep south and that there are two subparallel mineralized zones instead of a single zone. A brief review of the drill cross sections by Tahoe geologists supports this interpretation, with two zones located approximately 30 m apart – a broader (15-25 m) North Zone and a narrower (≤ 10 m) South Zone – both dipping 80° south. Assay results from Barrick's drilling were low, with best assays in the range of 1.0-1.30 g/t over 0.4-1.0 m.

According to Constantine, all three of their 2011 drill holes "intersected robust carbonate ± silica ± fuchsite alteration with gold values." They reported anomalous/low grade gold over significantly wide intervals in two zones from hole CMX11-01 including 0.34 g/t over a core length of 18.25 m (126.95 – 145.20 m, Zone I) and 0.30 g/t over 25.50 m (Zone II). However, a review of the individual sample assays shows that significant portions of these intervals returned negligible gold values and that there has been a "smearing" of results. For example, only ~ 25% of the interval for Zone I returned gold values ≥ 0.35 g/t Au with the remaining 75% returning negligible gold. The highest grade intersection encountered during the 2011 drilling was 3.97 g/t over a core length of 0.95 m. Constantine also completed surface trenching in two areas (Main Trench and North Trench), and despite significant exposed alteration (particularly in the main trench), gold assays are generally quite low.

Based on a review of previous work and results, no additional work was recommended on the Canamax Zone at the present time. Mineralization encountered in previous drilling has generally been narrow and relatively low grade, and the strike extent of the zone appears to be limited by the property boundary to the west and a weakening of the alteration system (indicated by drilling) to the east.

Perry Lake Prospect

The Perry Lake prospect is located in the extreme eastern part of the North Block approximately five kilometres eastsoutheast of the Canamax Zone and six kilometres east of the Fenn-Gib Deposit.

Between 2003 and 2011, a total of 11 DDH's totaling 2,077.3 m were drilled at the prospect: 1) St. Andrew 2003, five holes for 507.0 m (including one abandoned hole); 2) St. Andrew 2004, three holes for 491.5 m; 3) Constantine 2007, one hole for 298.0 m; and 4) Constantine 2011, two holes for 780.8 m.

Host rocks at the Perry Lake prospect comprise mafic volcanics and ultramafic rocks (peridotites and komatiites) which are cut by diabase dykes. Locally the rocks are sheared and contain variable amounts of quartz-carbonate veining with pyrite, chalcopyrite and pyrrhotite. The shear/structural zone(s) may occur entirely within the mafic volcanics, or at the contact between mafic volcanics and ultramafics. A brief review of drill cross section 1300E by Tahoe geologists indicated that the main shear/mineralized zone has a moderate 50° dip to the south.

The Perry Lake prospect has been tested by diamond drilling along a 300 m strike length and to a maximum vertical depth of 200 m. Only a single cross section (1300E) has multiple drill holes, with all other sections having only a single relatively short hole.

The best drill intersection was in St. Andrew's hole FC-03-02 which returned 6.42 g/t over a core length of 1.87 m. Additional drilling down dip and along strike of this intersection failed to encounter any mineralization of similar grade. Other drill intersections are generally of lower grade and in the range of 0.50-1.50 g/t over 0.50-4.0 m. Based on these results, the target was considered low- priority and no additional work was recommended at the time.

South Block

The South Block covers a prospective seven kilometre strike length of the Destor-Porcupine Fault Zone ("DPFZ"). Significant gold mineralization associated with the DPFZ occurs along strike to both the west (Kirkland Lake Gold's Hislop Mine; McEwen Mining's Black Fox Mine, Grey Fox Deposit and recently discovered Froome Zone) and east (Moneta Porcupine's Windjammer, Southwest, Gap and 55 Zones; Osisko Mining's Garrcon and Jonpol Deposits).

Outcrop exposure throughout the South Block is generally poor with outcrops being restricted mostly to isolated areas. The area is underlain by a variety of lithologies including clastic sediments, mafic volcanics, ultramafics - including komatiites, quartz monzonite, feldspar porphyry, syenite, lamprophyre, diabase dykes and rarely kimberlite. Gold mineralization has reportedly been encountered in the sediments, mafic volcanics, quartz monzonite, ultramafics and syenites.

A review of historical assessment reports indicates that approximately 45 DDH's targeting gold were drilled on the South Block between 1947 and 1989: 1) Dominion Gulf 1947, six holes; 2) Hollinger Consolidated 1965, seven holes; 3) Armco-Kerr 1983, seven holes; 4) ASARCO 1985, two holes; 5) Homestake Mineral Development 1988-1989, 23 holes. These drilling programs investigated a range of reverse circulation overburden drilling, geochemical and geophysical anomalies. Drilling was largely focused on a 4.5 km strike length extending from the central to eastern part of the claim block. No further exploration for gold took place after 1989. Instead, exploration efforts shifted to diamond exploration with the recognition of small isolated kimberlite diatremes. Between 1990 and 1998, Tandem Resources – Homestake drilled approximately 45 diamond drill holes focused in small areas targeting these kimberlites.

The best drill results (targeting gold) noted in the historical assessment reports was from Homestake hole HS-88-3 which returned 3.03 g/t over a core length of 1.5 m, and Hollinger Consolidated hole G-18 (adjacent to HS-88-3) which returned 4.14 g/t over 0.9 m.

Between June and August 2012, LSG geologists carried out reconnaissance geological mapping, prospecting and rock sampling on a centrally located outcrop, referred to here as the "Central Outcrop", where visible gold had been previously documented. A very large outcrop to the west of the Central Outcrop was also mapped and sampled. A total of 55 rock samples were collected, with 48 analyzed for whole rock lithogeochemistry and all 55 for gold assays. Geochemical analysis revealed the majority of the rocks to be tholeiitic mafic volcanics and calc-alkaline felsic intrusives. No significant gold values were returned.

A limited amount of historical DDH data (48 holes) for the South Block has been imported into a digital DDH database, however insufficient time had been available to fully compile all the data. Consequently, a full review and compilation of all existing data (including RC and DDH results) was recommended.

History 2018-Current

LSG is a subsidiary of Pan American. Pan American indirectly acquired LSG on February 12, 2019. The Company purchased the Fenn-Gib Property pursuant to the terms of the Asset Purchase Agreement. See "Acquisition of Fenn-Gib Property".

Geological Setting

Regional Geology

The Fenn-Gib Property is located in the southern portion of the Abitibi Sub-province, which is part of the Superior Province of the Canadian Shield. The Abitibi Sub-province is principally composed of volcanic and sedimentary assemblages that have generally been metamorphosed to greenschist facies and intruded by late tectonic plutons of tonalite and trondhjemite affinity. The property area is underlain by rocks of the Hoyle sedimentary Assemblage and the Kidd-Munro volcanic Assemblage, and lies on the northern portion of the Blake River Synclinorium and approximately two kilometres north of the of the Porcupine-Destor Fault (Figure 7).

The Hoyle Assemblage, a sedimentary package, consists of feldspathic wackes, argillites, siltstone and conglomerate. The Kidd-Munro Assemblage, a volcanic package, consists of mafic to ultramafic basalts, with peridotitic to basaltic komatiite and minor rhyolite tuff. Both assemblages are considered to be north facing and conformable but appear to be in an unconformable relationship in Guibord Township. This unconformity is represented by the Contact Fault, deformation, various intermediate and felsic intrusions.

The main structural features of the area are the Blake River Synclinorium, the Porcupine-Destor Fault Zone and the Cadillac-Larder Lake Fault Zone. The fault zones are respectively located on the north and south limbs of the synclinorium. These structures were formed during the Kenoran Orogeny, a period of north-south compression. The Blake River Synclinorium forms a steeply dipping structure with a south-east to east trend. It consists of successive isoclinally folded strata with an east-west fabric. The two main breaks are high strain zones characterized by moderate to strong shearing, brecciation, carbonate alteration and quartz veining. The break is the preferred site of intrusion of a variety of granitoid rocks and mafic dykes with associated gold mineralization. It appears that all known major gold deposits in the southern Abitibi are located within a few kilometres of these two fault zones (Figure 8). Within the vicinity of the Fenn-Gib Property the Porcupine-Destor Fault Zone occurs as a "z-shaped" sigmoidal structure that splits into three branches. Both extremities of the "z-shaped" structure are east-west trending while the central portion is more south-easterly trending. Due to poor exposure, the sense and magnitude of displacement along these structure in the Fenn-Gib Property area is unknown but based on more regional information it is thought to mainly be vertical. In the Timmins area where it is well exposed, a sinistral strike-slip movement with a vertical component is reported whereby the south block moved up relative to the north block (Berger 2002).

Figure 7 - Regional Geological Map of the Timmins Area

Notes:

The location of the Fenn-Gib Property is shown by the red square.

The lozenge labelled "F" near the centre of the figure (Pangea Deposit) is the Fenn-Gib Deposit.

Stratigraphic assemblages located on both sides of the Destor-Porcupine Break System display prehnite-pumpellyite facies metamorphism. Locally, these rocks were affected by contact metamorphism caused by the late emplacement of alkali syenite stocks and the rise of the lake Abitibi and Round Lake Batholiths. Contact aureoles of albite-epidotehornblende are developed in the volcanic rocks surrounding the region's alkalic intrusions, and alkali metasomatism is common, particularly where rocks are sheared along the DPFZ. Towards the Lake Abitibi Batholith, the metamorphic grade gradually increases from sub-greenschist to lower, middle and upper greenschist facies to eventually reach amphibole facies at the contact.

Property Geology

The Fenn-Gib Property is underlain by the dominantly volcanic Kidd-Munro Assemblage to the north and the dominantly sedimentary Hoyle Assemblage to the south. The two sequences are juxtaposed along the Contact Fault, an east-west to south-east trending shear zone, which is interpreted to be a splay of the Porcupine-Destor Fault Zone. Within the property the Contact Fault is characterized by brittle deformation accompanied by intense carbonatization and silicification. Rocks from both assemblages were intruded by a variety of late intrusive rock including syenite and granitoid plugs and dykes, lamprophyre dykes and diabase dykes (Figure 9). A three kilometre long, by 100 to 200 m wide mafic intrusive complex intrudes the Kidd-Munro Assemblage at or near its southern contact.

All lithologic units in and adjacent to the deformation zone are moderately to intensely altered. This alteration persists for a distance north and south of the fault outlining a major alteration halo at least two kilometres in length and 500 m wide. A variety of alteration styles occur within the broad alteration halo including silicification, albitization, potash metasomatism, carbonatization, sericitization, chloritization and hematization. Mariposite occurrences are widespread within the deformation zone. Sulphide mineralization, chiefly pyrite, occurs as disseminations and fracture fillings in concentrations ranging from trace to 15% in association with the more strongly altered areas. Gold is commonly associated with the sulphide mineralization especially in areas of coincident silicification and albitization.

Figure 9 - Photographs of Drill Core Illustrating the Alteration Surrounding the Fenn-Gib Deposit

Albite-Quartz-Pyrite alteration associated with gold mineralization (left). Epidote carbonate alteration in volcanic rock distal from mineralization (right). Photos are 3cm in height.

Several styles of gold mineralization are recognized in the Fenn-Gib Property area. The most common type of gold mineralization recognized to date consists of quartz-carbonate veins, stringers and breccias hosted within intensely altered volcanic rocks and granitoid intrusions (Fenn-Gib Deposit). A second style is gold associated with intensely altered sediments with variable fine crystalline pyrite within and in the hanging wall to the Deformation Zone. A third style of gold mineralization is associated with alteration, shearing and sulphides in NNE trending structures.

Kidd Munro Assemblage

The Kidd-Munro Assemblage consists of iron rich tholeiitic flows interlayered with komatiitic flows and peridotite sills. Tholeiitic flows are medium to dark green, aphanitic to medium crystalline and include pillow lavas, flow top breccias and variolitic lavas. Komatiitic flows are dark green and consist of fine crystalline and massive serpentine rich rocks usually altered to talc-chlorite. These units are generally east-west trending, interpreted to be north facing, and dip gently to the south at 45o to 55o.

The Kidd-Munro Assemblage is host to a highly magnetic mafic intrusive body. This intrusion is 100 to 200 m wide with a strike length of greater than two kilometres inferred from diamond drilling and geophysical data. It consists of a biotitic gabbro with minor peridotite and komatiitic flows. The magnetic map suggests that the mineralization is associated with this intrusion. The magnetism is likely a function of excess Fe taking the form of magnetite during the serpentinization and chloritization of olivine and pyroxene in the ultramafic rocks. The southern contact of the intrusion is truncated by the Contact fault while the northern contact with its volcanic host is often gradual and typically marked by syenitic dyklets.

Figure 10 - Aeromagnetic Map of the Fenn-Gib Property (Ontario Regional MegaTEM Survey) - The outline of the Fenn-Gib Deposit is shown

Hoyle Assemblage

The Hoyle Assemblage consists mainly of turbiditic greywackes interlayered with argillites and occasionally conglomerates. Greywackes are generally massive, medium grey to grey green in colour whereas the argillites are dark grey to black, massive or finely laminated. Beds dip steeply to the south and are interpreted to be north-facing, based on well-developed upward fining cycles, cross bedding and rip-up clasts. Within the Deformation Zone of the Fenn-Gib Deposit, the Hoyle sedimentary package is the main host for gold mineralization, and two historic mines occur on the property within this unit (American Eagle and Talisman; Figure 4). Mineralization within this unit tends to be far more localized within veins as opposed to the broad disseminations observed in the volcanic rocks to the north.

Figure 11 - Photograph of Argillite (bottom row) and Sandstone (upper row) Cut by Veinlets of Quartz-Carbonate within the Hoyle Assemblage

Source: SGS (2011) Notes: NQ core (47 mm diameter)

Late Intrusive Dykes

Several generations and compositions of late dykes and sills intrude the deformation zone as well as the Hoyle and Kidd-Munro Assemblages. The various rock types form an elongated east-striking intrusion that is vari-textured, pegmatitic and aplitic in the west and becomes more equi-granular, homogenous and mafic (diorite to gabbro) to the east. The intrusion progressively widens eastward from approximately 150 m to greater than 1,000 m and becomes more felsic to the south. Syenite and lamprophyre dikes extend up to 800 m west of the intrusion but are most abundant near the west contact of the intrusion with the Kidd-Munro Assemblage (in the vicinity of the Fenn-Gib Deposit). The alkalic rocks display an intrusive contact with the Kidd-Munro Assemblage. Greenstone xenoliths occur in the intrusion near the contact. There is a narrow contact-metamorphic aureole developed along the north side of the intrusion (Berger 2002). The Deformation Zone represents the preferential site of intrusion of five of these late intrusive dykes. The different lithological types of late intrusive rocks are described in MPH Consulting report on the Fenn-Gib Property as follows.

• 1. Grey Syenite: These dykes are medium grey coloured, siliceous, fine crystalline to aphanitic with occasional tiny white feldspar phenocrysts. They are generally well mineralized with pyrite (trace-10%) and are gold bearing. This unit is generally highly fractured and sheared due to its position within the Deformation Zone.
• 1. Feldspar Porphyry: Two types of feldspar porphyry are recognized. The first one consists of a 10 to 15 m wide body intruding the Hoyle sediments south of the Deformation Zone. This unit has abundant often well zoned euhedral to subhedral feldspar phenocrysts up to l cm in diameter in a sericitized light grey groundmass. This unit is not affected by deformation and is barren. The second type of feldspar porphyry is a unit which marks the north contact of the Deformation Zone. It contains 3% to 10% white feldspar phenocrysts (<1 mm) in a fine crystalline siliceous groundmass which has been variably carbonatized,

sericitized and locally hematized. It is light olive green to buff beige in colour and is generally not gold bearing.

• 1. Orange Syenite: Orange to red porphyritic to megacrystic syenite dykes and dykelets cut the volcanic flows and intrusive complex of the Kidd-Munro Assemblage. They are not noted in the Hoyle sediments and only rarely noted within the Deformation Zone. Within the volcanics, they occur as single injections up to 20 m wide and as swarm-like injections up to l m wide. They are interpreted to be late and often have a sharp but low-angled contact with the volcanics. They generally dip 45o to 55o in the volcanics and steepen to about 70o in the Deformation Zone. The orange syenite dykes are thought to be closely related to gold mineralization in the Main Zone, since their contacts with the volcanics are often enriched in gold (1-8 g/t).
• 1. Ferro-Diorite: This unit is primarily encountered in the eastern portion of the Deformation Zone. It consists of whitish, aphanitic, feldspathic groundmass speckled with up to 10% black magnetite. It often has significant gold mineralization over narrow widths.
• 1. Intermediate Dyke: The intermediate dyke is fine crystalline to aphanitic and often pervasively altered by carbonatization, sericitization and silicification. It is light green to beige in colour and generally massive.
• 6. Lamprophyre: The lamprophyre is a massive light grey to brick red dyke characterized by the presence of 3 to 8% biotite phenocrysts in a moderately to strongly carbonatized groundmass. It is weakly to moderately magnetic and usually barren of mineralization. Thin-section study of the lamprophyre dykes and altered intermediate dykes shows that the two rocks are related and of syenitic origin.

Figure 12 - Photograph of Mineralized Intrusive Units Encountered in Core

Source: SGS (2011) Notes:

Upper row comprises diorite, whereas the bottom row represents an orange syenite. NQ core (47 mm diameter).

The link between the various felsic intrusive and gold mineralization has not been independently tested by either LSG or SGS. Over the course of the estimation process, an attempt was made to model the individual felsic units within and between sections. This proved impossible due to the chaotic nature of these rocks. Any future three dimensional lithological models may have to lump units together. This would be appropriate because several of these units appear to be cogenetic and represent lateral evolution within the same intrusions.

Mineralization

Significant concentrations of gold mineralization on the Fenn-Gib Property occur within two zones: 1) the Main Zone, and 2) the Deformation Zone. These two zones overlap completely and are referred herein as the Fenn-Gib Deposit and are shown in Figure 13.

Figure 13 - Plain View of the Mineralized Envelopes of the Fenn-Gib Deposit

Introduction

The Main Zone is a broad zone of disseminated gold mineralization up to 250 m wide with grades for gold between 0.50 to 3.00 g/t. Massive, pillowed and variolitic basalts crop out and can be seen in diamond-drill core from holes collared near Highway 101. Hydrothermally altered variolitic basalts are the principal hosts of the Main Zone mineralization. These basalts were affected by pervasive and vein silicification, carbonatization, albitization, pervasive but weak hematization, and vein sericitization. Syenite and lamprophyre dikes intruded the basalts and are locally mineralized. Pyrite is the main sulphide mineral and occurs as disseminations and in veins, locally up to 50%, over narrow intervals (average 5 to 10%) (Berger 2002).

The Deformation Zone contains narrower and higher-grade intersections associated with altered sediments, intermediate dykes and grey syenite. Gold mineralization is associated with pyrite either in quartz healed breccias or as very fine disseminations. It has been interpreted that the Contact Fault acted as a channel for gold bearing hydrothermal fluids and is host to the Deformation Zone and the southern boundary of the Main Zone.

A diatreme breccia was encountered in diamond-drill core in the southeast part of the property; see Cominco showings in Figure 4. This breccia is associated with anomalous gold mineralization and represents another exploration target on the Pangea property. Rocks in this area are ultrapotassic; pseudoleucite bearing and associated with fluorite.

Two historic mines were operated in the early 1900s within quartz-carbonate veins in the Hoyle sediments (Talisman and American Eagle on Figure 4). Little is known about these deposits, in terms of grade and control on mineralization.

Main Zone

The Main Zone comprises the western part of the Fenn-Gib Deposit and makes up the bulk of the tonnage. Most of the mineralization lies west of a late diabase dyke at 1525E. It comprises a broad area of disseminated gold mineralization containing higher grade lenses and shoots. At the east and west extremities of the zone the mineralization breaks up into a number of narrow finger-like lenses. Diamond drilling on 25 m centres has delineated the zone to a depth of 300 m (Figure 13). A few deep holes have demonstrated that a portion of this zone does extend to at least 600 m vertically below surface.

Geologically, the Main Zone comprises a series of east-weststriking, vertical to steeply south dipping massive to variolitic basalts lying near the western nose of an intrusive gabbro body. In this area the basalt has been intruded and intensely altered by a swarm of syenite dykes. The basalt, syenite and gabbro have in turn been intruded by lamprophyre and diabase dykes. The northern boundary of the zone is a series of chloritic basalts while the southern boundary is marked by highly altered and strained rocks related to the contact fault. The mineralization is hosted in albitized and silicified variolitic mafic volcanic rocks, syenite dykes and quartz veins. Pyrite is present in the altered rocks and averages up to 12% (Figure 12 and

Figure 14). Magnetite is common in the syenite and altered mafic volcanics.

Early exploration of the Main Zone interpreted the mineralization to be contained within a series of stacked veins but recognized the possibility that some of the gold mineralization may be related to north-northeast trending structures. Several holes were completed drilling to the west to test this hypothesis. Although a number of drill holes encountered mineralization along the western edge of a syenite complex orientated in a general north-northeast direction the overall results of this east-west drilling were inconclusive (Brown 2002).

Deformation Zone

The Deformation Zone comprises the eastern and southern parts of the Fenn-Gib Deposit. Mineralization extends over a length of 1.2 km and is hosted within highly strained and altered rocks associated with the contact fault. The mineralization is contained within a series of lenses that strike east-west, dip vertically or steeply to the south and plunge to the southeast. The Deformation Zone mineralization has been tested by diamond drilling to approximately 300 m below surface and sporadically below 300 m to a maximum of 600 m below surface (Figure 13). There is a gap in near surface mineralization; however drilling suggests that gold mineralization is connected at depth (Figure 13).

The Deformation Zone is marked by hydrothermal alteration. The alteration is more pervasive and widespread in the sediments to the south than in the volcanic package to the north. As a result, the gold mineralization is more extensive within the Hoyle sediments than in the Kidd-Munro volcanic rocks.

The hanging wall of the Deformation Zone consists of moderately to stronglymicrofractured and brecciated sediments affected by pervasive silicification, carbonatization and sericitization. Gold mineralization is associated with disseminated pyrite but is more commonly concentrated in pyritic quartz-healed breccias and quartz-carbonate stringers. Cataclasites can occur as mineralized lenses which have been transposed along fault planes. These lenses are also cut by late barren lamprophyre dykes. The Deformation Zone has been interpreted to vary in width from less than 20 m to locally greater than 75 m, on average it is 40 to 50 m wide, and is host to a wide variety of syn-to postmineralization dykes. The hanging wall or south contact of the Deformation Zone is marked by either a lamprophyre or intermediate dyke, which is often barren. The footwall or north contact of the Deformation Zone is almost invariably marked by a buff-beige feldspar porphyry dyke (

Figure 14). Lesser amounts of grey syenite and ferro-diorite have also been noted within the Deformation Zone. Dykes account for anywhere 40% to 80% of the width of the Deformation Zone, with the remainder of the zone comprised of strongly altered and sheared rocks interpreted to be sediments (Brown 2002).

Figure 14 - Photograph of "Buff Porphyry" (which often marks the north limit of the Deformation Zone)

Source: SGS (2011) Notes: NQ core (47 mm diameter).

Deposit Types

Four major types of gold deposits are recognized in the Abitibi Greenstone Belt. Robert and Poulsen (1997) identified three major types and Berger and Amelin (1998) have suggested a fourth. In order of the timing of development, these deposit types are synvolcanic and synsedimentary deposits, syenite - associated deposits, syntectonic mesothermal vein deposits, and remobilized post-tectonic vein deposits.

Synvolcanic deposits include VMS related gold deposits with ocean floor alteration and replacement facies and are represented primarily by the Horne Deposit in Quebec. Synsedimentary deposition of gold is considered to be at least one important factor localizing gold in the Aunor and Dome Deposits of the Timmins camp. These early mineralizing events sparked interest in volcanic and sedimentary processes.

Syntectonic plutons, intruded near regional-scale shear zones became the focus of exploration and research due to their close spatial relationships with some gold deposits. Mineralizing fluids are interpreted to have been derived from the plutons during emplacement. Numerous examples of this type of deposit can be found in the Abitibi, including at least one phase of mineralization at the Aunor and Dome Deposits, as well as deposits associated with the Bourlamaque pluton of the Val D'Or district, the Kerr-Addison Deposit, the Hollinger McIntyre Deposit, the Holt McDermott Deposit and the Holloway Deposit. The Fenn-Gib Deposit is best represented by this model and the basis of which the exploration program is planned which includes drilling and sampling along strike and down dip of the deformation and contact zones.

Mesothermal syntectonic vein deposits are associated with carbonate-albite-tourmaline veins which cross-cut the regional foliation. The deposits are thought to have developed syntectonically, based on structural relationships, with deep crustal fluids that used the active shear zones as conduits, contemporaneous with orogenesis and peak metamorphism. Examples of such deposits include the Camflo Mine and the Sigma Mine.

A fourth, less common type of deposit, occurs as quartz veins with north-south strikes and moderate dips, and is thought to be due to a remobilization of gold bearing fluids along north-south fractures (Berger and Amelin 1998). These deposits cross-cut regional fabrics and formed late in the tectonic history of the area. The Croesus Mine, perhaps the highest-grade deposit in the Abitibi, is thought to be one such deposit. This historic mine is located less than 4km to the north west of the Fenn-Gib Deposit within the volcanic rocks of the Kidd-Munro Assemblage.

In the case of synvolcanic and syenite associated deposits the fluids were most likely derived from magmatic activity. For the syntectonic mesothermal vein deposits, fluids may have been metamorphic fluids from the deep crust. The literature suggests that there were at least three phases of gold introduction into the Abitibi: synsedimentary and synvolcanic introduction of gold, followed by intrusion-related gold mineralization and a final metamorphism related mineralizing event.

Exploration

There are no current exploration activities for the Fenn-Gib Property.

Drilling

Drilling Summary

A total of 573 drill holes have historically been drilled on the Fenn-Gib Property. All of drilling on the Fenn-Gib Property has been completed by previous owners and operators. Of the 573 drill holes, 420 were used for the purposes of the resource estimates. Drill holes for the global database were excluded for a variety of reasons which included the lack of assay information, being outside resource area, re-drilled holes, twined drill holes, lack of QA/QC and lack of documentation. Table 7 lists the drill holes by series year that are validated and verifies for the purposes of the resource estimate.

FG Series Holes	# of holes	G Series Holes	# of holes	Total	Total # of holes
1986	4			1986	4
1988	11			1988	11
1993	2	1993	2	1993	4
1994	9	1994	75	1994	84
1995	13	1995	33	1995	46
1996	5	1996	58	1996	63
1997	6	1997	1	1997	7
1998	13	1998	33	1998	46
1999	13	1999	8	1999	21
2002			5	2002	5
2011	8			2011	8
2012	30			2012	30
2017	91			2017	91
TOTAL	205		215		420

Table 7 - Drill holes used for the 2020 Resource Estimate by Series and Year

Source: Kirkham (2020)

The diamond drill core holes were primarily BQ and NQ diameter prior to 2011 and then NQ for the 2011-2012 and 2017 drill campaigns. The drilling completed on the Fenn-Gib Deposit was completed by Pangea in the mid to late 1990s, LSG in 2011-2012 and Tahoe in 2017. As part of the 2011 drill programs, LSG completed four drill holes with the primary purpose of duplicating or 'twinning' existing drill holes and mineralized sections to illustrate the quality of historic drilling and to validate the data being utilized for the 2011 resource estimation (SGS 2011). The data from these four drill holes was not included in the resource estimation reported herein but continues to be a valuable tool for verification purposes. In addition, there are 11 drill holes that were partially lost during drilling, and then re-drilled. These partial drilholes are also used for verification purposes to demonstrate repeatability and are not included in the drill hole database for the purpose of the resource estimate.

Pangea used a combination of BQ and NQ core which was split by saw and sample tags were inserted in the wooden core box with the remaining core (Figure 13). Samples were sent to various laboratories for analyses depending on the year as described in "Sample Preparation, Analyses and Security". Core is stored in a series of racks in Matheson and is in relatively good condition however aging and weather damage is pervasive and metal tags on boxes are sheading. An inventory, mapping and rehabilitation program is highly recommended. Access to the core is not restricted by any security measures. Pangea measured deviation with Sperry Sun instruments that use a gyroscope

which are not susceptible to magnetic effects. No obvious deviation errors were encountered in the database. No specific mention of core recovery was encountered in the historical reports however inspection of the racks and contents along with pulled drill hole intersection suggest that recoveries were very good. In addition, NQ drilling performed by LSG in 2011 returned 99.9% core recovery. Although RQD measurements were not taken, the Fenn-Gib host rocks appear to be very competent.

Figure 15 - Photographs Showing the State of Historic Core (core racks on left, and typical BQ core with preserved box tag and legible sample tag) circa 2011

Source: SGS (2011)

Figure 16 - Photographs Showing the State of Historic Core (core racks on left, and typical BQ core with preserved box tag and legible sample tag) circa 2020

Source: Kirkham (2020)

For the 2017 drill campaign, LSG used NQ core which was split by saw and sample tags were inserted in the wooden core box with the remaining core (Figure 15). SG measurements were taken and the locations of the measurements marked by blue tape as shown in Figure 17. Samples were sent to SGS and ALS Minerals ("ALS") for analyses as described in "Sample Preparation, Analyses and Security". Core is stored in close proximity to Timmins, Ontario near Porcupine, adjacent to the Bell Creek Mine. The core is staked on pallets and core boxes are sealed and well-marked as shown in Figure 16.

Access to the core was restricted by security measures instituted by the Bell Creek Mine and Pan American at the time of the site visit.

LSG measured downhole deviations at 10 m intervals using the Reflex EZ-Gyro instrument that uses a gyroscope and is not susceptible to magnetic effects. No obvious deviation errors were encountered in the database. No specific mention of core recovery or RQD measurements was encountered in the historical reports however NQ drilling performed by LSG in 2011-2012 and 2017 returned relatively high core recovery based on visual inspection.

Figure 17 - Photographs Showing the 2017 Drill Program

In 2011, drill holes were located in the field by SGS with respect to the exploration grid that was established by Pangea historically. This is a local metric grid with an arbitrary, convenient origin chosen to cover the Fenn-Gib Property. Collar locations are generally indicated by a metal tag embossed with the drill hole number attached to a metal post that is generally 1.5 m high as shown in Figure 18. Eleven historic drill collars were identified in the field with a handheld GPS by SGS. These positions differed by 3.1 m on average from the position in the database, with a maximum of 8.2 m. It was deemed at the time that these values are well within the error for a handheld GPS. LSG had a sample of 18 drill collars positioned by DGPS. The position of these drill holes differed on average by 1.6 m with a maximum of 7.8 m when compared to those recorded in the database. The DGPS position is considered correct and the difference is likely related the inherent error when locating drill holes in the field with a local grid. For the pre-

Source: Kirkham (2020)

2017 drilling, the drill hole positions in the database appeared to correspond closely with those measured independently in 2011.

Prior to launching the 2017 drilling campaign, a program to transpose the historic metric local property grid to UTM for consistency and modernization. As the local grid is linear, flat earth there will be inherent differences when evolving to a UTM round earth system however due to relatively limited property area, these issues are not significant. Therefore, deriving the location using GPS of the 2017 drilling is assured whereas the historic pre-2017 drilling locations will be derived within less than 10 m which is within tolerances.

The elevation coordinates posed a separate issue insofar as the local grid datum elevation required definition which was likely performed by identifying historic collars in the field and then calculating the UTM Z-value of the 0 m local grid elevation. This elevation was calculated to be a datum of 319.66 m which was added to the local grid elevations for the UTM Z-value. In addition, in order to ensure that any future potential pits which may extend deeper than 300 m, it was decided to add 5,000 m to the Z-value elevation. Therefore the surface elevations within the database at the Fenn-Gib Property will range between 5,305 m and 5,325 m. However, when going into the field and locating drill holes or features using GPS, this arbitrary 5,000 m will need to be subtracted.

Figure 18 - Photographs Showing the Drill Collar Witnesses (two types of metal tags were found which were embossed with the drill hole number) circa 2011

Source: SGS (2011)

Pre-2017 drill hole collar locations are marked by a metal tag embossed with the drill hole number attached to either a wooden or metal post as previously reported. The 2017 drill collars are well marked with permanent extruded metal casing which is cemented with sturdy metal flags and tagged with secure metal tags as shown in Figure 19.

Figure 19 - Photographs Showing the Drill Collar for 2017 Drill Program circa 2020

Source: Kirkham (2020)

The average dip of drill holes is approximately -50° to the north, and the Deformation Zone has an average dip of - 75° to the south. This means that on average the intersection width is over- representing the true length by an average of approximately 25%. However, the zones are broad, massive and relatively well constrained so domain modelling does not over-represent the volume of the mineralized zones. The resource estimate reported herein uses a 3D model which uses the real geometrical limits of the deposits.

Figure 20 shows the plan view of the drill holes used for the resource estimation of the Fenn-Gib Deposit with Figure 21 and Figure 22 illustrating representative drill sections. The mineralized intervals are limited by the mineralized envelope which is guided by lithology and gold grades, as described in "Mineral Resource Estimate." As previously stated, a total of 573 drill holes have been drilled on the Fenn-Gib Property during various drill campaigns and by several operators. Of these, 420 drill holes have been used for the 2020 Resource Estimate as reported in "Mineral Resource Estimate."

Figure 20 - Plan View of Drill Hole Locations for the Fenn-Gib Deposit

Figure 21 - Schematic Cross Section at 558990E Showing Distribution of Drilling, Lithological Contacts and Gold Grade in the Fenn-Gib Deposit

Source: Kirkham (2020)

Source: Kirkham (2020)

Sample Preparation, Analyses and Security

An assay data used for the purposes of the Technical Report has been compiled from various historic sources performed by numerous certified laboratories on behalf of various owners. It is the opinion of the Qualified Person that, for the data being utilized for the resource estimate that the sample preparation, analyses and security methods and procedures employed historically were to industry best practice and the analysis was performed by certified laboratories.

Historical Sampling Pre-2011

A master assay table was compiled by LSG from various historical records. The only data used in the resource estimation was from this database. The database listed 41,204 assay intervals with location, HoleID, from, to, sample number, lab name, assay certificate number and date and a variety of assay results (check, repeat, duplicate) for the corresponding intervals. Prior to 2011, LSG undertook a program of verification of the database with the assay certificates. This was done to ensure that the most reliable method of analysis was selected given the value of the sample (e.g. gravimetric for samples with >3 g/t Au). This process also served as a verification of the database. Scans of paper drill logs and assay certificates were available for verification of data in that table.

Samples from the early 1986 holes on the Fenn property were assayed by Accurassay, TSL and Bourlamaque Laboratoire D'Analyse, then Swatiska Laboratories (up to 1994), Spectrolab (up to 1997) and Chimitec (1998 and 1998). The assaying for the holes drilled by Barrick was performed by Swastika Laboratories. Swastika Laboratories is located in Swastika, Ontario, Accurassay is located in Thunder Bay, Ontario, Bourlamaque Laboratoire D'Analyse is in Val d'Ore, Quebec, Spectrolab is in Geraldton, Ontario and Chimitec in Val d'Ore, Quebec. All laboratories are, and had been, accredited at the time of the analyses.

Between 1986 and 2002, samples from drill holes over the Fenn-Gib Property have been assayed at several commercial laboratories. They are by order of assay volume:

• Spectrolab with 24,874 assay intervals in holes FE86-02 to 04, FE88-04 to 14, FE94-01 to FE97-33, G-9, G93-1, and G94-1 to G97-169. Assay certificates date from August 1994 to August 1997. Most assays are from fire assay with AA finish; there are also 1,749 samples analyzed by fire assay with gravimetric finish, and 24 from screen metallics;
• Swatiska Laboratories with 8,679 assay intervals in holes FE88-07 to FE94-07A, G93-1 to G94-59 and G02- 213 to 217. Assay certificates are dated from August 1988 to May 1994 and April-May 2002. Almost all values are from fire assay with AA finish with 23 by screen metallics;
• Chimitec with 6,550 assay intervals in holes FE98-34 to FE99-59, G94-09 and G98-170 to G98-212. Assay certificates date from February 1998 to March 1999. Most of the final gold values are from fire assay with AA finish; 421 of them from fire assay with gravimetric finish;
• Accurassay with 254 assay intervals in holes FE86-01 to 04. Assay certificates are dated from July 1986. All values are from fire assay with AA finish (including a very high 59.2 g/t);
• Technical Service Laboratories with 84 assay intervals in holes FE86-02 and 04. Assay certificates date from August 1986. All values are from fire assay with AA finish; and
• Bourlamaque Laboratoire D'Analyse with 43 assay intervals in hole FE86-04. Assay certificates date from July 1986. All values are from fire assay with AA finish capped to 1 g/t (actual values for those five samples above 1 g/t are coming from an "extra pulp" duplicate).

Hence, samples from the early 1986 holes on the Fenn sector have been assayed by Accurassay, Technical Service Laboratories and Bourlamaque, then Swatiska (up to 1994) and Spectrolab (up to 1997) took over while samples from the last holes of 1998 and 1999 were assayed at Chimitec. Swastika did the assaying of samples from the Barrick holes of 2002.

In addition to the above, we have 720 assay intervals with no identified lab nor an assay certificate, including 33 intervals in hole FE-88-16 with no assay value at all.

Due to the historical nature of the data it is exceedingly difficult to analyze the QAQC methodology used by the various companies that drilled on the property over the years. It appears that the principal method used to ensure the data quality was by the use of pulp duplicates that were usually sent to other independent laboratories. SGS and LSG undertook a resampling and drill twin program to validate the historical data which continues to be an excellent verification source. This is discussed in detail in "Data Verification".

It appears that no certified standards or blanks were used to evaluate the accuracy or contamination effects for the data collected. The assay data was almost completely produced from known laboratories in the 1990s which were certified and had their internal controls. The laboratories continue to be in operation today. The verification and validation work completed by LSG and SGS did not highlight any issues with bias or errors (discussed in "Data Verification"). It was the opinion of SGS that the sampling and analyses methods used by the previous exploration companies was adequate for the use in a resource estimate and the Qualified Person continues to make this assurance.

Historical Sampling Post 2011

Since 2017, LSG has implemented a comprehensive QA/QC program employing industry standards and best practices for all its drill core. This includes the regular insertion of blind Certified Reference Materials (standards) randomly into the sample stream, field blanks and duplicate analysis of coarse rejects at a second laboratory to independently assess analytical precision and accuracy of each samples batch as they are received from the laboratory. Additionally, pulp and coarse rejects were systematically submitted to ALS in North Vancouver, BC for check analysis and additional quality control.

Samples were transported in security-sealed bags to SGS and ALS in Timmins, ON (Figure 23) and ALS in North Vancouver, BC (Figure 24) for sample preparation by dry crush to 75% mesh to two mm, split to 250 g and pulverized to 85% mesh to 75 µm. The samples were then assayed for gold and silver using a 50-gram charge with atomic absorption and AAS finish for values exceeding threshold.

		Certificate of Analysis Work Order: CO1701576
		[Report File No.: 0000031967]
Date: March 17, 2017
To: Keith Green TIMMINS ON P4R 0J4	LAKE SHORE GOLD CORP. 1515 GOVERNMENT ROAD S	P.O. No.: 05/03/16 LSGFG 5DAY Project No.: 2016 EXPLORATION Samples: 70 Received: Mar 5, 2017 Pages: Page 1 to 4 (Inclusive of Cover Sheet)
Methods Summary
No. Of Samples 69 68 Ŧ. 70 70 70	Method Code WGH79 PRP89 PUL45 GE_FAA515 GE AAS12E SHIP	Description Sample Weight & Reporting of weights (REJECTS=1 - ROH store) Dry, Crush to 75% 2mm, Split to 250g, Pulv to 85%, 75um Pulv, Cr Steel, 75um, 250g 50 g. Fire assay, AAS finish Ag by AAS after Aqua Regia digest, 2g Shipping
		Certified By:

Figure 23 - Example of SGS Assay Certificate

Source: Kirkham (2020)

Note:

Signature has been redacted from this Figure.

Figure 24 - Example of ALS Assay Certificate

Note:

Signature has been redacted from this Figure.

A total of 1,356 control samples were assigned for QA/QC purposes and accounted for approximately 20% of total samples taken during the program.

Analyses of blank samples (Figure 25), both pulp and field blanks consistently yielded gold values near or below the detection limit of the primary laboratory. One failure was detected however the results illustrate no sample contamination.

Source: Kirkham (2020)

The performance of the control samples was very good, reflecting the overall high quality of the analysis. Standard Oreas O-250 analyzed by ALS shows two failures and ALS O-210 had three failures and one failure for CDN-GS-3P. SGS had two failures on O-210. Overall, the failure rate of 1.6% for ALS and 1.6% for SGS is very low and illustrates good quality control procedures.

	ALS Standard Performance on Current LSG Standards - Fenn-Gib 2017
	Target	Std Dev	3Std Dev Min	3Std Dev Max	#	Averag e	%Dif f	# below	# above	Numbe r	Belo w	Abov e	Outsid e
Standard	Au (g/t)	Au (g/t)	Au (g/t)	Au (g/t)		Au (g/t)	%	Target	Target	Fail	%	% 84.62 0.00 47.22 32.93 58.62 45.79 38.07 44.69	%
O-250	0.309	0.013	0.27	0.348	26	0.322	4.304	4	22	2	15.38		7.69
O-200	0.34	0.012	0.303	0.378	3	0.330	- 2.941	3	0	0	100.0		0.00
CDN-GS P4E	0.493	0.029	0.406	0.58	54	0.489	- 0.832	28.5	25.5	0	52.78		0.00
O-209	1.58	0.043	1.44	1.71	82	1.565	- 0.977	55	27	0	67.07		0.00
CDN-GS 1P5P	1.59	0.075	1.365	1.815	29	1.604	0.911	12	17	0	41.38		0.00
CDN-GS 3P	3.06	0.090	2.79	3.33	95	3.045	- 0.475	51.5	43.5	1	54.21		1.05
O-210	5.49	0.152	5.034	5.946	88	5.455	- 0.638	54.5	33.5	3	61.93		3.41
ALL	1.837429				37 7	1.830	- 0.399	208.5	168.5	6	55.31		1.59
				SGS Standard Performance on Current LSG Standards - Fenn-Gib 2017

Table 8 - 2017 QA/QC Analysis - Standards Performance

	Target	Std	3Std Dev	3Std Dev	#	Averag	%Dif	#	#	Numbe	Belo	Abov	Outsid
Standard		Dev	Min	Max		e	f	below	above	r	w		e
	Au (g/t)	Au (g/t)	Au (g/t)	Au (g/t)		Au (g/t)	%	Target	Target	Fail	%	e % 85.71 77.00 67.86 55.88 65.45 73.94 69.90	%
O-250	0.309	0.013	0.27	0.348	14	0.322	4.045	2	12	0	14.29		0.00
CDN-GS P4E	0.493	0.029	0.406	0.58	50	0.511	3.594	11.5	38.5	0	23.00		0.00
O-209	1.58	0.043	1.44	1.71	70	1.594	0.873	22.5	47.5	0	32.14		0.00
CDN-GS 1P5P	1.59	0.075	1.365	1.815	34	1.598	0.516	15	19	0	44.12		0.00
CDN-GS 3P	3.06	0.090	2.79	3.33	55	3.099	1.265	19	36	0	34.55		0.00
O-210	5.49	0.152	5.034	5.946	71	5.589	1.811	18.5	52.5	2	26.06		2.82
ALL	2.087				29 4	2.119	1.520	88.5	205.5	2	30.10		0.68

Source: Kirkham (2020)

Duplicates of coarse rejects were performed at ALS for check analysis. Results as shown in Figure 26 showed relatively good correlation evident at both low and high gold levels, with a correlation coefficient of 0.995 indicating excellent reproducibility. There appears to be a moderate scatter which can be interpreted as a reflection of the lack of coarse nuggety gold in the Fenn-Gib Deposit.

Source: Kirkham (2020)

Figure 27 - 2017 Coarse Duplicates - ALS

Source: Kirkham (2020)

Data Verification

The Qualified Person verified the information and data by way of personal inspection, review and analysis.

Verifications by the Qualified Person

Prior to the site visit, the Qualified Person reviewed all collected data sources and reports. The primary sources of data for inspection was the drill hole data, related assay data, QA/QC data and analyses, assay certificates for the 2017 drill data. In addition, the most current NI 43-101 Technical Report authored by SGS (SGS 2011) was reviewed and validated by JDS.

The Qualified Person reviewed historic verification practices and procedures along with validating data analysis and results through data import and statistical analysis.

From October 12th to 16th, 2020, the Qualified Person visited the Fenn-Gib Property and performed an inspection of collar locations and core from various past programs, viewing key intersections comparing against assay sheets and lithology logs. No check samples or verification data could be taken during the time of the site visit as the Fenn-Gib Property ownership had not yet been transferred and this was not permitted.

There are four twinned drill holes that were performed by LSG in 2011, which are discussed below, and a number of holes that were lost part way down the hole and then re-drilled to complete. These partial intersections and the completed holes serve as good examples of the reproducibility and show good correlations for verification.

The metallurgical test-work data was verified as accurate by confirming the calculations throughout the metallurgical test-work program. The inputs for these calculations were verified by spot checking approximately 10% of the weights and assays with personnel from SGS Lakefield, who managed the test-work program, to ensure they were input correctly. The metallurgical data that is available is sufficient for the current reporting level.

Historical Validation, Verification and QA/QC

The data reported within the 2011 NI 43-101 Technical Report (SGS 2011) was derived from Au assays of BQ or NQ core drilled primarily in the 1990s by Pangea. A verification process was initiated by LSG and SGS in 2010-2011 to provide assurance in the quality of the existing data. Approximately 10% of data provided by LSG was cross-checked with scanned laboratory certificates. There were no discrepancies amongst the data that was verified by the independent Qualified Person.

It appears that the principal method used to ensure the data quality was by the use of pulp duplicates that were typically sent to other independent laboratories. This check data was verified visually to ensure that there were no obvious biases or an unacceptable spread (Figure 28). With the exception of a limited dataset (0.6% of total database) from Accurassay there appeared to be no significant bias. Without certified standards there is no way to verify the accuracy of the methods, however, it is not believed both laboratories would be the subject of similar, simultaneous bias.

Figure 28 - Scatter Diagrams Comparing Pulp Duplicates on Historic Data (crusher reject in red)

Notes:

Data in the upper right diagram represents 0.6% of the total data used in the resource estimate.

Check Sampling of Historical Core

To ensure reproducibility of historic data, check sampling of core by taking splits or consuming remaining core and performing check assaying is the most common method.

In late August of 2011, LSG re-sampled a selection of remaining half cores from Fenn-Gib drilling of years 1986 to 1998. In total, 223 assay intervals totaling 277.1 m were re-sampled. Re-sampled holes were primarily BQ (177 intervals totaling 229.1 m) in addition to a number of NQ holes (46 intervals totaling 54.3 m).

The field check samples were sent to the ALS preparation lab in Timmins and then sent ALS lab in North Vancouver, BC for assaying. For most samples, gold grade is by fire assay with AA finish except for 18 samples, generally highgrade, with a final value derived from fire assay with a gravimetric finish. Most of original assays for the same samples were from Spectrolab (180) with some from Swastika (20) and Chimitec (5) and the balance (18) from an unidentified laboratory.

The check assay data ranged from 0.001 to 14.57 g/t with a mean of 1.21 g/t and a coefficient of variation of 2.24 while the corresponding historic data range from 0.003 to 31.7 g/t with a mean of 1.12 g/t and a coefficient of variation of 2.92. Statistical testing (sign test and T-test of paired data) showed that the difference of the two mean grades is not significant given the variability of each set and the correlation of old and new data (R =0.90 for log grades). Mean absolute grade difference between original and check sample values for the same interval is about 40% (Figure 29).

Figure 29 - Scatter Diagram of Original and Resampled Values from Core (sorted by original lab and check sampling program)

LSG Twin Hole Drilling Program

The 2011 drill program which entailed the drilling of eight holes included the drilling of three which were drilled to 'twin' and, therefore, validate historic drill holes. The results showed good correlation between the original and the 'twinned' holes. These details are the following:

• Hole FG-11-01 (400 m) and twinning hole G-96-154 (255 m);
• Hole FG-11-02 (398 m) and twinning hole G-93-1 (395 m); and
• Hole FG-11-03 (450 m) and twinning hole G-98-184 (251 m).

At the same time, LSG drilled a validation NQ core hole FG-11-04 (650 m) but that hole is not actually a twin; although there are several historical holes in close proximity to compare with.

Half-cores from the twin holes were sent to the ALS lab in North Vancouver for preparation and assaying. After crushing and grinding to 70% less than two mm, a split is pulverized to 85% less than 75 microns. Fire assaying of gold is made on a 30 g split of that pulp. A total of 1,420 samples totaling 1462.5 m were analyzed by fire assay is with an AA finish with the exception of 11, generally high-grade samples, using fire assay with gravimetric finish.

Correlation plots compare the assay data in the new hole and assay data in its historic twin hole at the same depth are on Figure 30. As a general rule, the three twin holes encounter the Main Zone mineralization, or MZ1 at the same location as the original holes but on a local scale, grade differences of individual assay intervals at about the same depth can be relatively high. A similar comparison can be made with drill holes on sections (as shown in Figure 31).

A more detailed statistical comparison of assay data in new and old drill holes involved (1) the compositing to five metres down-hole of capped assay interval data within the limits of intercepts of the Main Zone, and (2) the pairing of composites in the old and new hole at the same depth. This results in 16 pairs in FG-11-01, 52 pairs in FG-11-02 and 35 pairs in FG-11-03. Figure 32 showed a correlation plot of those pairs. Although the correlation is weak (R=0.38), both a sign test and a T-test of paired data show that the difference between the mean composite grade of 1.31 g/t in the new holes and 1.21 g/t in the old holes is not significant. In other words, assay data in the three twin holes confirm the grade of assay data in the old holes, within the Main Zone.

The check sampling and twinning programs also illustrated the presence of silver in the Fenn-Gib Deposit. Preliminary estimates suggest that gold to silver ratios approach 2:1. Further analyses will be necessary to show that the silver is consistently present and with a distribution similar to the gold.

Figure 30 - Assay Data with Depth in Twin Drill Holes

Source: SGS (2011)

Figure 31 - Assay Data of Twin and Validation Drill Holes in Sections

Notes:

The interpreted limits of the Main Zone solid within the section corridor is shown in red.

Figure 32 - Correlation Plot of Composite Grade at the Same Depth in Twin Holes

(1) Each datapoint represents a five metres composite in the Main Zone at about the same depth in a drill hole and its twin.

Estimation to Evaluate Potential Bias in Historic (pre-2017) Data

In order to ensure that there is no potential bias between the historic pre-2011 data and the current 2017 data, a method of block model estimation within the Deformation Zone (Figure 33 and Figure 34) and the Mixed Zone (Figure 35 and Figure 36) domains using these two separated datasets was performed. Figure 33 shows that there is good correlation between the pre-2017 and 2017 datasets, however, there appears to be a high bias to 5,100 metres and a low bias below 4,950 which is likely due to the relative sample density as the 2017 dataset is significantly smaller in comparison. The corresponding swath plot along the eastings (Figure 34) shows good correlation throughout with the exception 558500 east which illustrates where the 2017 program drilled multiple holes into a high-grade zone. It is important to note that there appears to no systematic bias present for either dataset.

Figure 35 shows that there is good correlation between the pre-2017 and 2017 datasets however there appears to be a high bias to the 2017 dataset at 5150 metres but very good agreement overall. The corresponding swath plot along the eastings (Figure 36) shows good correlation throughout.

Swath plots show good correlation and no obvious bias in Figure 33 through Figure 36.

Source: Kirkham (2020)

Figure 34 - Swath Plot by Easting Showing Gold Grade Estimates for Pre-2017 (blue) and 2017 (red) Data within the Deformation Zone

Figure 35 - Swath Plot by Elevation Showing Gold Grade Estimates for Pre-2017 (blue) and 2017 (red) Data within the Mixed Zone

Source: Kirkham (2020)

Figure 36 - Swath Plot by Easting Showing Gold Grade Estimates for Pre-2017 (blue) and 2017 (red) Data within the Mixed Zone

Adequacy Statement

Kirkham is confident that the data and results are valid based on the site visits and inspection of all aspects of the project, including the methods and procedures used. It is the opinion of Kirkham that all work, procedures, and results have adhered to best practices and industry standards as required by NI 43-101. No duplicate samples were taken to verify assay results as the Acquisition had not been completed at the time of site visit, but Kirkham is of the opinion

that the work was performed by a well-respected company that employs competent professionals that adhere to best practices and standards. Kirkham also notes that authors of prior technical reports (SMS 2011) collected duplicate samples and had no issues.

The datasets employed for use in the Mineral Resource Estimates are a mix of historic data and recent data. There is always a concern regarding the validity of historic data. Extensive validation and verification must always be performed to ensure that the data may be relied upon.

Kirkham reviewed extensive validation and verification studies along with procedures performed by external consultants and LSG to ensure the validity of the Mineral Resource Estimates.

It is the opinion of Kirkham that the data used for estimating the current Mineral Resources for the Fenn-Gib Deposit is adequate for this Resource Estimate and may be relied upon to report the Mineral Resources contained in the Technical Report.

Mineral Processing and Metallurgical Testing

Since the 2011 drilling campaign, there have been two separate test-work programs which were both conducted by SGS Lakefield in 2014 and 2017. The first program, conducted in 2014, was focused on determining the most viable processes for extracting gold from the ore, while the second program, conducted in 2017, included recovery variability for selected ore zones based on the selected process, grinding with gravity gold recovery followed by cyanide leach.

Metallurgy Test-work

The 2014 test-work included Bond Ball Mill Work Index, Gravity Gold recovery, Flotation, Cyanide Leaching and Pressure Oxidation (POX) followed by cyanide leaching. The 2017 test-work focused on Gravity and Cyanide Leaching.

World Index Test-work

In order to provide data on the comminution effort required in an operating plant, Bond Ball Mill Work Index (Wbim) testing was conducted on the four composites from the 2014 test-work campaign. The samples had an average work index of 16.6 kWh/t which is considered moderately hard (the average of SGS' database is closer between 14 kWh/t and 15 kWh/t). The Wbim values, seen in Table 9, were consistent in their results with all four values falling between 16.3 kWh/t and 16.9 kWh/t

Sample	Mesh of Grind	F80 (µm)	P80 (µm)	Gram per Revolution	Work Index (kWh/t)	Hardness Percentile
FG-11-05	170	2,536	67	1.01	16.9	76
FG-11-08	170	2,523	70	1.05	16.8	76
FG-12-13	170	2,499	68	1.04	16.6	74
FG-12-29	170	2,616	69	1.08	16.2	71

Table 9 - Bond Ball Mill Work Index

Source: SGS (2014)

Gravity Test-work

Gravity circuit test-work was integral to both test-work programs, consisted of grinding to a target P80 of 105 µm, the largest particle size in the test-work program, and then running the sample through a laboratory scale centrifugal concentrator. The concentrate from the gravity concentrator was then upgraded using a Mozley Laboratory Mineral Separator.

The samples tested did not exhibit a high gravity recovery potential, but the variability in the results, with some samples exhibiting >30% gravity recovery, indicates that a gravity circuit would result in a significant benefit to the circuit. The average recovery over the entire range of the gravity tests was 12.4%. The 2017 program highlighted the amount of variance in the gravity recovery with a high of 36.9% gravity recovery and a low gravity recovery of 0%.

The 2014 sample results were very consistent with respect to gravity recovery, achieving an average of 11.7% with a standard deviation of 1.026. The 2017 samples had a much higher variability, between 0% recovery and 6.9% recovery. The 2014 samples were general composites, while the 2017 samples were more akin to variability testing.

The results from the gravity test-work can be found in Table 10. The 2014 program was broken into two parts; the first part was the original test-work and the second was an added program to carry-out an expanded test-work program.

Sample	Year	Test No.	Feed Size P80, µm	% Distribution Au
FG-11-05	2014	G-3	101	12
FG-11-08	2014	G-4	101	10.2
FG-12-13	2014	G-5	103	12.1
FG-12-29	2014	G-6	94	12.7
FG-11-05	2014	G-11	101	9.8
FG-11-08	2014	G-12	101	8.4
FG-12-13	2014	G-13	103	10.3
FG-12-29	2014	G-14	94	11
M-1 Comp	2017	G-1	106	6.4
M-2 Comp	2017	G-2	86	9.6
M-3 Comp	2017	G-3	99	10.5
M-4 Comp	2017	G-4	95	9.8
M-5 Comp	2017	G-5	90	33.7
M-6 Comp	2017	G-6	88	0
M-7 Comp	2017	G-7	100	19.2
M-8 Comp	2017	G-8	105	1.1
M-9 Comp	2017	G-9	101	2.3
M-10 Comp	2017	G-10	102	36.9
M-11 Comp	2017	G-11	101	2
M-12 Comp	2017	G-12	102	26.7
M-13 Comp	2017	G-13	99	8.1
M-14 Comp	2017	G-14	96	19.5

Table 10 - Gravity Recovery Test-work Results

Source: SGS (2014, 2017)

Whole 'Ore' Leach Test-work

For the purposes of the Technical Report, the leaching tests have been divided into whole ore leaching and leaching tests on the flotation circuit products (with or without POX).

The cyanidation test-work showed that recovery continues to increase as the grind size decreases, down to a P80 of 25 µm (which is the smallest grind size that leach tests were conducted on). The cyanidation data, which can be found in Table 11, suggests that the recoveries for P80 of 106 µm, 75 µm, 53 µm, and 25 µm are 70.3%, 74.1%, 78.1%, and 83.2%, respectively. Leach testing was also conducted at a grid size P80 of 38 µm on the four 2014 composites which indicated a recovery of 86.9%, but it must be noted that leach tests conducted at this target grind size is limited to the four 2014 composites which had much less variability than the 2017 program. It is expected that if the 2017 samples were also tested at a P80 of 38 µm, the recovery would likely reduce to between 78% and 83%.

Composite	CN Test No.	Feed Size P80, µm	Reag. Consumption kg/t of CN Feed		48 h	Gravity Conc	Gravity + CN	Residue g/t Au	Direct
			NaCN	CaO
	2014 CN-9	100	0.050	0.77	72.5		75.8	0.56
FG-11-05	2014 CN-10	83	0.060	0.77	76.7	11.9	79.5	0.47	2.38
	2014 CN-11	57	0.070	0.81	80.7		83.0	0.39
	2014 CN-12	39	0.080	1.00	85.5		87.2	0.30
	2014 CN-13	99	0.060	0.69	72.0		74.8	0.37
FG-11-08	2014 CN-14	82	0.060	0.72	77.1	10.1	79.4	0.30	1.33
	2014 CN-15 2014 CN-16	67 39	0.080 0.100	0.80 0.97	79.6 86.3		81.7 87.7	0.26 0.18
	2014 CN-17	101	0.030	0.68	68.9		72.6	0.28
	2014 CN-18	78	0.040	0.72	72.5		75.8	0.25
FG-12-13	2014 CN-19	60	0.050	0.76	75.5	12.0	78.4	0.22	0.94
	2014 CN-20	39	0.050	0.85	77.2		79.9	0.20
	2014 CN-21	95	0.080	0.53	82.1		84.4	0.32
FG-12-29	2014 CN-22	77	0.030	0.58	86.2	12.7	88.0	0.24	1.98
	2014 CN-23	64	0.100	0.64	88.3		89.8	0.20
	2014 CN-24	39	0.120	0.73	91.8		92.8	0.14
FG-11-05	2014 CN-33	24	0.110	1.76	89.4	11.9	90.7	0.21	2.38
FG-11-08	2014 CN-34	25	0.140	1.85	90.6	10.1	91.5	0.12	1.33
FG-12-13	2014 CN-35	17	0.090	1.60	84.6	12.0	86.4	0.13	0.94
FG-12-29	2014 CN-36	31	0.170	1.34	95.6	12.7	96.2	0.08	1.98
	2017 CN-1	106	0.25	1.13	77.2		78.7	0.15
M-1 Comp	2017 CN-2 2017 CN-3	73 47	0.26 0.28	1.16 1.35	79.7 87.7	6.4	81.0 88.5	0.13 0.08	0.57
	2017 CN-4	25	0.29	1.59	88.2		89.0	0.08
	2017 CN-5	86	0.16	1.03	61.9		65.6	0.21
	2017 CN-6 73 0.17 1.11 64.0 67.5 9.6	0.21
M-2 Comp	2017 CN-7	50	0.17	1.22	65.0		68.4	0.20	0.55
	2017 CN-8	24	0.16	1.45	72.4		75.0	0.15
	2017 CN-9	99	0.24	1.16	64.5		68.2	0.25
M-3 Comp	2017 CN-10	74	0.22	1.16	68.7	10.5	72.0	0.22	0.68
	2017 CN-11	47	0.25	1.35	73.7		76.5	0.19
	2017 CN-12	27	0.25	1.60	78.9		81.1	0.15
	2017 CN-13	95	0.24	1.23	70.6		73.5	0.12
M-4 Comp	2017 CN-14 2017 CN-15	77 47	0.25 0.19	1.36 1.62	75.4	9.8	77.8	0.10 0.08	0.39
	2017 CN-16	27	0.23	1.81	79.4 83.3		81.4 84.9	0.07
	2017 CN-17	90	0.15	1.08	71.6		81.2	0.12
	2017 CN-18	75	0.11	0.94	74.4		83.0	0.11
M-5 Comp	2017 CN-19	47	0.17	1.08	81.8	33.7	87.9	0.07	0.40
	2017 CN-20	28	0.13	1.22	85.8		90.6	0.06
	2017 CN-21	88	0.16	0.89	77.8		77.8	0.08
M-6 Comp	2017 CN-22	74	0.17	0.95	80.4	0.0	80.4	0.07	0.35
	2017 CN-23	50	0.14	1.00	84.4		84.4	0.06
	2017 CN-24	28	0.15	1.22	88.7		88.7	0.04
	2017 CN-25	100	0.21	1.47	65.0		71.7	0.42
M-7 Comp	2017 CN-26 2017 CN-27	76 51	0.24 0.19	1.21 1.41	69.9 76.8	19.2	75.7 81.3	0.36 0.28	1.22
	2017 CN-28	30	0.13	1.78	80.4		84.2	0.23
	2017 CN-29	105	0.23	1.38	31.6		32.4	0.44
	2017 CN-30	72	0.20	1.58	36.4		37.1	0.41
M-8 Comp	2017 CN-31	48	0.13	1.81	45.4	1.1	46.0	0.38	0.65
	2017 CN-32	28	0.16	2.13	50.1		50.6	0.32
	2017 CN-33	101	0.28	1.11	54.5		55.5	0.43
M-9 Comp	2017 CN-34	74	0.26	1.22	60.0	2.3	60.9	0.42	0.97
	2017 CN-35	50	0.26	1.41	64.4		65.2	0.34
	2017 CN-36	33	0.21	1.66	70.3		71.0	0.29

Table 11 - Leach Recovery Test-work Results

Composite	CN Test No.	Feed Size P80, µm		Reag. Consumption kg/t of CN Feed	48 h	Gravity Conc	Gravity + CN	Residue g/t Au	Direct
			NaCN	CaO
	2017 CN-37	102	0.20	0.93	72.5		82.6	0.26
	2017 CN-38	72	0.21	1.01	78.7		86.6	0.21
M-10 Comp	2017 CN-39	50	0.17	1.12	83.1	36.9	89.3	0.16	0.96
	2017 CN-40	25	0.17	1.54	88.3		92.6	0.11
	2017 CN-41	101	0.19	1.18	48.7		49.7	0.56
	2017 CN-42	75	0.21	1.36	51.5		52.5	0.54
M-11 Comp	2017 CN-43	51	0.21	1.37	58.4	2.0	59.2	0.46	1.10
	2017 CN-44	27	0.26	1.68	64.2		64.9	0.42
	2017 CN-45	102	0.19	1.03	69.1		77.4	0.21
	2017 CN-46	72	0.22	1.06	75.5		82.0	0.16
M-12 Comp	2017 CN-47	52	0.16	1.27	78.8	26.7	84.5	0.14	0.66
	2017 CN-48	25	0.16	1.53	84.8		88.9	0.10
	2017 CN-49	99	0.21	1.08	54.7		58.4	0.32
	2017 CN-50	71	0.22	1.12	62.9		65.9	0.29
M-13 Comp	2017 CN-51	52	0.27	1.29	65.6	8.1	68.4	0.26	0.75
	2017 CN-52	25	0.23	1.56	74.7		76.7	0.20
	2017 CN-53	96	0.15	0.89	81.3		84.9	0.07
	2017 CN-54	77	0.15	0.95	86.0		88.7	0.06
M-14 Comp	2017 CN-55	52	0.15	1.03	89.5	19.5	91.5	0.04	0.38
	2017 CN-56	23	0.12	1.34	93.1		94.4

Source: SGS (2014)

Flotation Test-work

As part of the expanded test-work program in 2014, flotation was included to determine the sample's response to a typical gold flotation reagent scheme for. The test-work results, which can be seen in Table 11, are again divided into two groups of tests; the first is to test the amenability to flotation and the second was to generate sample for downstream test-work.

The flotation tests were conducted on the gravity tailings (2014 samples) from the gravity circuit testing described above. In Table 11, there are two recoveries included: the first, labelled "Recovery", is the recovery for that test, while the second column labelled "Gravity and Flotation Recovery" indicates the overall recovery of that composite including the gold recovered to the gravity concentrate.

Generally, the first set of flotation tests resulted in higher recoveries, while the second set of flotation tests resulted in higher concentrate grades. The difference in recoveries and concentrate grade suggest that differences in values between the two sets of tests were simply different points on the individual grade/recovery curves.

The samples tested have sulphur grade of approximately 2.5% which is high compared to the gold grades. Therefore, the flotation concentrate grades are not expected to achieve saleable concentrate levels. It is expected that the best opportunity would be to upgrade the sulphur content to level that would be suitable for pressure oxidation in an autoclave (typically a minimum of 8%).

The average flotation recovery over the eight tests was 88.95%, which resulted in a total of 90.05% when combined with the gravity circuit.

- 86 -

Composite	Test No.	Feed Size P80, µm		Combined Concentrate		Tailing	Recovery	Gravity and Flotation Recovery
			g	Au, g/t	g	Au, g/t	%	%
FG-11-05	F-9	101	435.2	9.24	1545	0.17	93.87%	94.47%
FG-11-08	F-10	101	440	5.3	1562	0.1	93.74%	94.26%
FG-12-13	F-11	103	536.9	3.3	1497	0.06	95.14%	95.64%
FG-12-29	F-12	100	405	7.3	1597	0.32	85.18%	86.80%
FG-11-05	F-17	101	1599	10.7	8289	0.23	89.97%	90.96%
FG-11-08	F-18	101	1643	6.6	8357	0.27	82.86%	84.30%
FG-12-13	F-19	103	1970	4	8008	0.1	90.80%	91.74%
FG-12-29	F-20	100	1525	9	8512	0.4	80.03%	82.23%

Table 12 - Flotation Recovery Test-work Results

Source: SGS (2014)

The flotation tests F-9 to F-12 were conducted to determine the amenability of flotation for the Fenn-Gib composite samples. Flotation tests F-17 to F-20 were conducted to produce sample for downstream test-work, flotation product leaching and Pressure Oxidation (POX) testing followed by leaching.

The flotation concentrates and tailings were filtered and split for downstream test-work. The flotation concentrates were then sent to leach and POX test-work. The flotation tailings were sent for leach test-work.

Flotation Samples Leach Test-work

Leaching test-work was conducted on the two samples of flotation concentrate and the sample of flotation tailings for each of the composites in the 2014 test-work program. The first concentrate was leached without modification, while the second flotation concentrate was reground prior to being leached. The tailings sample was leached without further processing. The results indicated that the overall recovery for the "as-is" concentrate, reground concentrate and tailings samples were 68.2%, 72%, and 19.3% respectively.

			Feed									Au Head, g/t
FG Sample	Sample	CN Test No.	Size (P80,	Reagent Cons. kg/t of CN Feed		Leaching	Gravity Recovery	Flotation (Unit)	Overall Recovery	Residue Au g/t	Calc.	Direct
			µm)	NaCN	CaO	48 h					CN	(Flot.)
	Conc (as-is)	57	40	0.29	3.00	77.2		90.0	72.4	2.31	10.1
11-05	Conc (reground)	58	12	1.39	5.46	80.8	9.8		75.4	1.98	10.3	10.7
	Tailing	59	86	0.05	0.78	80.2		10.0	17.0	0.05	0.25	0.22
	Conc (as-is)	60	47	0.37	2.21	74.8			65.2	1.68	6.66
11-08	Conc (reground)	61	10	1.12	4.42	80.5	8.4	82.9	69.5	1.34	6.88	6.64
	Tailing	62	90	0.05	0.69	73.6		17.1	19.9	0.04	0.14	0.27
	Conc (as-is)	63	29	0.15	1.80	66.7			64.6	1.26	3.79
12-13	Conc (reground)	64	8	0.84	5.38	72.9	10.3	90.8	69.7	1.05	3.88	4.01
	Tailing	65	95	0.05	0.55	72.9		9.2	16.3	0.03	0.11	0.10
12-29	Conc (as-is)	66	36	0.48	1.58	83.4	11.0	80.0	70.4	1.47	8.88	8.95

Table 13 - Flotation Leach Test-work Results

Conc (reground)	67	11	1.35	3.91	87.5		73.3	1.05	8.40
Tailing	68	98	0.04	0.41	73.8	20.0	24.1	0.10	0.38	0.40

Source: SGS (2014)

Pressure Oxidation Leach Test-work

Each composite's flotation concentrate was subjected to a series of three POX tests to determine the effect of different POX residence time on the final leach recovery. In Table 14 it can be seen that there is a significant improvement in the leach results over the non-oxidized samples reported in Table 13.

		CN	Feed	Reagent Cons.								Au Head, g/t
FG Sample	Sample	Tes t	Size (P80,	kg/t of CN Feed		Leaching	Gravity Recovery	Flotation (Unit)	Overall Recovery	Residue Au g/t	Calc. CN	Direct (Flot.)
		No.	µm)	NaCN	CaO	48 h
	Conc (as-is)	57	40	0.29	3.00	77.2		90.0	72.4	2.31	10.1	10.7
11-05	Conc (reground)	58	12	1.39	5.46	80.8	9.8		75.4	1.98	10.3
	Tailing	59	86	0.05	0.78	80.2		10.0	17.0	0.05	0.25	0.22
11-08	Conc (as-is)	60	47	0.37	2.21	74.8	8.4		65.2	1.68	6.66
	Conc (reground)	61	10	1.12	4.42	80.5		82.9	69.5	1.34	6.88	6.64
	Tailing	62	90	0.05	0.69	73.6		17.1	19.9	0.04	0.14	0.27
	Conc (as-is)	63	29	0.15	1.80	66.7			64.6	1.26	3.79
12-13	Conc (reground)	64	8	0.84	5.38	72.9	10.3	90.8	69.7	1.05	3.88	4.01
	Tailing	65	95	0.05	0.55	72.9		9.2	16.3	0.03	0.11	0.10
	Conc (as-is)	66	36	0.48	1.58	83.4			70.4	1.47	8.88
12-29	Conc (reground)	67	11	1.35	3.91	87.5	11.0	80.0	73.3	1.05	8.40	8.95
	Tailing	68	98	0.04	0.41	73.8		20.0	24.1	0.10	0.38	0.40

Table 14 - POX Leach Test-work Results

Source: SGS (2014)

Mineral Processing Test-work

The metallurgical test-work that has been completed SGS to date provides detail to explore several options for a processing flowsheet. The improvement in leach recovery after the flotation concentrates were pressure oxidized indicates that there is a significant portion of the gold in the Fenn-Gib ore that is refractory. It was also noted in the test-work that recovery continued to improve as the ore was ground finer. This information in conjunction with the low gravity recovery test-work results suggests that the gold particles are generally very fine in size.

For this study, a base case processing option was chosen consisting of grinding to a P80 of 75 µm with a gravity circuit located in the circulating load of the grinding circuit. The grinding circuit product is then directed to a thickener, where it is thickened to 50% solids and leached for 48 hours with cyanide followed by a CIP circuit. A summary of the metallurgical assumptions can be found in Table 15.

Table 15 - Recovery and Concentrate Grade Estimates

Parameter	Unit	Recovery
Au Recovery	%	75
Reagent Consumption
NaCN	kg/t	0.300
Lime	kg/t	1.200
Target Grind Size	P80, µm	75

Source: JDS (2020)

The recovery of 75% and reagent consumptions of 1.2 kg/t and 0.300 kg/t for lime and sodium cyanide respectively were derived from the averages of the test-work with the gold recovery rounded up to 75% from an average of 74.1%. The lime consumption was rounded up to 1.2 kg/t from 1.19 kg/t and the sodium cyanide was increased from a consumption of 0.167 kg/t to 0.300 kg/t. The increase in cyanide is to account for the residual cyanide that be maintained in an operating circuit to ensure that the recovery is not limited due to a lack of cyanide.

The recovery in the 2017 samples showed a significant amount of variability, likely due to refractory gold, which should be further investigated through metallurgical test-work in the next phase of exploration, which is outlined in "Exploration, Development and Production."

Mineral Resource Estimate

Introduction

This section describes the work undertaken by Kirkham, including key assumptions and parameters used to prepare the Mineral Resource models for the Fenn-Gib Property, together with appropriate commentary regarding the merits and possible limitations of such assumptions.

Data

The Fenn-Gib Property comprises over 10 individual mineralized units distributed within two principal areas, (the Fenn and Gib areas) with vertical to steeply dipping zones extending a strike length of more than 1,200 m and to a depth of more than 450 m. The principal mineralized zones are encompassed with a broad Deformation Zone between altered sediments and volcanics, along with Mixed and Pyroxene zone.

The updated Mineral Resource Estimate incorporates more than 573 drill holes, with 420 drill holes being used for the estimation process, and totaling 126,434 m.

The drill hole database was supplied in electronic format (i.e. MS Excel) by Mayfair. This included collars, down hole surveys, lithology data and assay data (i.e. Au g/t and down hole from and to intervals in metric units). Lithology data was provided as lithology group and description.

Validation and verification checks were performed during import to insure no overlapping intervals, typographic errors or anomalous entries. None were found.

Mineral Resource Estimate

A Mineral Resource Estimate for the Fenn-Gib Property was prepared with an effective date of October 30, 2020. The following details the Indicated and Inferred Resources.

This estimate is based upon the reasonable prospect of eventual economic extraction based on continuity an optimized pit, using estimates of operating costs and price assumptions. The "reasonable prospects for eventual economic extraction" were tested using floating cone pit shells based on reasonable prospects of eventual economic assumptions as shown in Table 16, Figure 37 and Figure 38.

The pit optimization results are used solely for the purpose of testing the "reasonable prospects for eventual economic extraction" and do not represent an attempt to estimate Mineral Reserves.

Table 16 - Parameters Used for Pit Optimization

Parameter	Unit	Resource
Revenue, Smelting & Refining
Gold price	US\$/oz Au	\$1,700
Exchange Rate	C\$:US\$	0.77
Payable metal	%	100.0%
TC/RC/Transport	C\$/oz Au	\$6.50

Royalty	C\$/oz Au	\$0.00
Net gold value per ounce	C\$/oz	\$2,201
Net gold value per gram	C\$/g	\$70.77
OPEX Estimates
OP Waste Mining Cost	C\$/t waste mined	\$2.50
OP Ore Mining Cost	C\$/t ore mined	\$2.50
Strip Ratio (estimated)	W:O	3.5
OP Mining Cost	C\$/t processed	\$11.25
Process Cost	C\$/t processed	\$14.90
G&A	C\$/t processed	\$2.50
Total OPEX Cost (excluding mining)	C\$/t processed	\$17.40
Total OPEX Cost (including mining)	C\$/t processed	\$28.65
Recovery and Dilution
External Mining Dilution	%	0%
Mining Recovery	%	100%
Gold Recovery
Gold Recovery	%	75.0%
Cut-off Grade Calculations
External/Mine Cut-off (incl. mining)
Gold Cut-off Grade	g/t Au	0.54
Internal/Mill Cut-off (excl. mining)
Gold Cut-off Grade	g/t Au	0.33
Other
Overall Pit Slope Angles	degrees	45
Discount Rate	%	5%
Process Production Rate	tpd	10,000
Process Production Rate	tpa	3,650,000

Source: JDS (2020)

Table 17 - Resource Estimate by Category using 0.35 g/t Au Cut-off

Class	Tonnes	Au (g/t	Au Ounces
Indicated	70,203,723	0.921	2,077,661
Inferred	3,774,865	0.618	74,967

Source: Kirkham (2020)

Notes:

(1) Effective date: October 30, 2020.

(2) All Mineral Resources have been estimated in accordance with Canadian Institute of Mining and Metallurgy and Petroleum ("CIM") definitions, as required under NI 43-101. Mineral Resource Statement prepared by Garth Kirkham (Kirkham Geosystems Ltd.) in accordance with NI 43-101.

(3) Mineral Resources reported demonstrate reasonable prospect of eventual economic extraction, as required under NI 43-101. Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability. The Mineral Resources may be materially affected by environmental, permitting, legal, marketing and other relevant issues.

(4) Mineral Resources are reported at a cut-off grade of 0.35 g/t Au. Cut-off grades are based on a price of US\$1,650/oz gold, and a number of operating cost and recovery assumptions, including a reasonable contingency factor.

(5) Ounce (troy) = metric tonnes x grade / 31.10348. All numbers have been rounded to reflect the relative accuracy of the estimate.

(6) Inferred Resources

Resource Estimate Methodology

The estimation plan includes the following items:

• Zone code of modelled mineralization stored in each block;
• Estimated SG based on rock type code;
• Estimated block Au grades by ordinary kriging;
• Estimated Au waste grades; and
• One pass estimation for each lithology unit.

A minimum of four composites and maximum of 12 composites and a maximum of three composites per hole were informed to estimate block grades. The de-clustered Au statistics illustrates a higher mean grade than the initial inverse distance and kriged results in comparison to the nearest neighbor results. Following Herco analysis, it was determined that the gold estimates appeared to be over-smoothed, so the maximum number of composites informed was adjusted to 12 from 16 which reduced the smoothing sufficiently.

Ge Declustered Data					$\times$
File Properties
Item AU $\boldsymbol{\times}$	Assays All
	10x10x10	5x5x5	20x20x20		́
Mean value	0.3782	0.3851	0.3422
Standard deviation	1.1583	1.2297	0.7373
Variance	1.3416	1.5121	0.5435
CV	3.0625	3.1928	2.1543
Skewness	33.8289	27.2898	13.1381
Kurtosis	1,926.9680	1,274.2610	342.9443
Cells	16417	25575	7739
Cells with 1 sample	1902	4223	377
Cells with 2 samples	1968	4122	390
Cells with 3 samples	1803	4478	387
Cells with 4 samples	1813	8292	418
Cells with 5 samples	1774	4074	419
Cells with 6 or more samples 7157		386	5748		$\checkmark$

Source: Kirkham (2020)

As the Deformation, the Pyroxene and related zones are oriented east-west and are essentially vertical, the search ellipsoids are omni-directional to a maximum of 100 m and hard boundaries were used so that the zones are tightly constrained. This also includes the Lamprophyre Dyke and 10BB. As the Meta-Sediments and Volcanics are very broad and massive, tightening the search constraints is necessary so a search ellipse of 100 m along strike, 50 m down dip and 25 m perpendicular to strike is utilized.

Exploration, Development and Production

Interpretations and Conclusions

It is the conclusion of the Qualified Persons that the Resource Estimate which is the subject of the Technical Report contains adequate detail and information to support advancing the project to ascertain its potential economic viability. To date, the Qualified Persons are not aware of any fatal flaws for the Fenn-Gib Property.

The Fenn-Gib Deposit comprises over two primary zones; the Main and Deformation Zones that extend over a strike length of 1,000 m, with dips averaging 75o, to depths greater than 450 m.

The updated Mineral Resource Estimate incorporates more than 420 drill holes totaling 134,546 m. There is more than 2.01 Moz of gold contained in the Indicated Mineral Resources. The project also contains more than 0.07 Moz of gold in the Inferred Mineral Resource category. The Mineral Resource Estimate for Fenn-Gib Deposit is reported at a base case above a 0.35 g/t Au cut-off, as tabulated below in Table 19.

This estimate is based upon the reasonable prospect of eventual economic extraction based on continuity an optimized pit, using estimates of operating costs and price assumptions. The "reasonable prospects for eventual economic extraction" were tested using floating cone pit shells based on reasonable prospects of eventual economic assumptions. The pit optimization results are used solely for the purpose of testing the "reasonable prospects for eventual economic extraction" and do not represent an attempt to estimate Mineral Reserves.

Table 19 shows tonnage and grade in the Fenn-Gib Deposit and includes all mineralized units but also resources withing the meta-sediments, volcanics and pyroxenes outside the mineralized envelopes at a 0.35 g/t Au cut-off grade.

Table 19 - Resource Estimate by Category using 0.35 g/t Au Cut-off

Class	Tonnes	Au (g/t	Au Ounces
Indicated	70,203,723	0.921	2,077,661
Inferred	3,774,865	0.618	74,967

Source: Kirkham (2020)

Notes:

(1) Effective date: October 30, 2020.

(2) All Mineral Resources have been estimated in accordance with CIM definitions, as required under NI 43-101. Mineral Resource Statement prepared by Garth Kirkham (Kirkham Geosystems Ltd.) in accordance with NI 43-101.

(3) Mineral Resources reported demonstrate reasonable prospect of eventual economic extraction, as required under NI 43-101. Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability. The Mineral Resources may be materially affected by environmental, permitting, legal, marketing and other relevant issues.

(4) Mineral Resources are reported at a cut-off grade of 0.35 g/t Au. Cut-off grades are based on a price of US\$1,650/oz gold, and a number of operating cost and recovery assumptions, including a reasonable contingency factor.

(5) Ounce (troy) = metric tonnes x grade / 31.10348. All numbers have been rounded to reflect the relative accuracy of the estimate.

(6) Inferred Resources

	Cut-off Grade	Tonnes	Au Grade	Contained Au
Class	(g/t)	(mm)	(g/t)	(AuOz)
Indicated	0.20	94,873,091	0.75	2,288,594
	0.25	84,548,985	0.82	2,214,336
	0.30	76,682,959	0.87	2,145,155
	0.35	70,203,723	0.92	2,077,661
	0.50	53,612,443	1.08	1,852,610
	0.60	43,994,299	1.19	1,682,911
	0.70	35,687,702	1.32	1,509,844
Inferred	0.20	12,316,125	0.37	145,520
	0.25	8,019,081	0.44	114,369
	0.30	5,155,084	0.54	89,267
	0.35	3,774,865	0.62	74,967
	0.50	1,826,656	0.84	49,226
	0.60	1,190,647	0.99	37,947
	0.70	821,577	1.15	30,263

Fenn-Gib Deposit – Sensitivity analyses of Tonnage along with Au and Ag Grades at Various Au Cut-off Grades with Base Case being 0.35 g/t Au

Source: Kirkham (2020)

Notes:

(1) Effective date: October 30, 2020.

(2) All mineral resources have been estimated in accordance with Canadian Institute of Mining and Metallurgy and Petroleum ("CIM") definitions, as required under NI 43-101. Mineral Resource Statement prepared by Garth Kirkham (Kirkham Geosystems Ltd.) in accordance with NI 43-101.

(3) Mineral Resources reported demonstrate reasonable prospect of eventual economic extraction, as required under NI 43-101. Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability. The Mineral Resources may be materially affected by environmental, permitting, legal, marketing and other relevant issues.

(4) Mineral Resources are reported at a cut-off grade of 0.35 g/t Au. Cut-off grades are based on a price of US\$1,650/oz gold, and a number of operating cost and recovery assumptions, including a reasonable contingency factor.

(5) Ounce (troy) = metric tonnes x grade / 31.10348. All numbers have been rounded to reflect the relative accuracy of the estimate. (6) Inferred resources

Table 20 identifies what are currently deemed to be the most significant internal project risks, potential impacts and possible mitigation approaches. The most significant potential risks associated with the project are changes in regulatory requirements, ability to raise financing and a reduction in gold price. These risks are common to most mining projects, many of which may be mitigated, at least to some degree, with additional information, adequate engineering, planning and pro-active management.

Table 20 - Identified Project Risks

Risk	Explanation/Potential Impact	Possible Risk Mitigation
Database	A significant amount of historical data remains to be analyzed and digitized. The database should be continually reviewed and renewed to ensure data quality.	Issues with existing data may be discovered which will cause uncertainty.

Risk	Explanation/Potential Impact	Possible Risk Mitigation
Database	The historical data will be key to any future plans to estimate current resources for Fenn Gib.	If data cannot be validated and verified, then significant drilling and exploration may be required.
Exploration	Exploration has continued to result in discovery and expansion of potential Mineral Resource.	There is no guarantee that exploration and discovery will result in an economically viable operation.
Exploration	Much of the exploration data and results are historical and not current.	There is no guarantee new techniques and data will result in discovery.
Geology	Domain solids are based on interpretations of data and can change with the inclusion of more information.	Could cause differences in volumes, tonnage and grade.
Geology	The geology of the area is well known and documented, supported by extensive data, analysis, and study.	Further work may disprove previous models and therefore result in condemnation of targets and potential negative economic outcomes.
Geology, Resource Modelling and Estimation	All projects benefit from increasing amounts of data and information in order to improve understanding and mitigate risks. However, there is a risk that unknown issues may arise with additional data. It is prudent to continue to improve the quantity and quality of information to decrease risk as much as possible.	Definition drilling in order to further refine and delineate structures and identify any potential problem areas.
Development Schedule Impact due to Regulatory Delays	The project development and economics could be impacted by any permitting or regulatory delays.	If an aggressive schedule is to be followed, PEA field work should begin as soon as possible. Continued discussions with local regulatory bodies are required to ensure avoidance of unforeseen delays in licensing/permitting.
COVID-19	The unknowns related to COVID-19 are unknown and could be long lasting.	Develop COVID-19 plan and implement compliance procedures.
Ability to Attract Experienced/Trained Local Labour	The local labour pool is in high demand from many projects throughout the belt which could cause labour shortages.	The early search for trained labour as well as competitive salaries and benefits identify, attract and retain critical local personnel.
Gold Price	Gold prices are currently highly volatile, and there is a great deal of market uncertainty.	Lower gold price will change size and grade of the potential targets and create opportunity for growth.

Source: JDS (2020)

The main opportunities identified for the project are listed below in Table 21.

Opportunity	Explanation	Potential Benefit
Database	A significant amount of historical data remains to be analyzed and digitized. The database should be continually reviewed and renewed to ensure data quality.	Potential discovery of new veins. Expansion of existing veins.
Database	The historical data will be key to any future plans to estimate current resources for Fenn-Gib.	The more historical data that can be validated and utilized, the less confirmation drilling will be required.
Exploration	Exploration has continued to result in discovery and expansion of potential Mineral Resources in a historical mining camp.	An intelligent, systematic program will be successful in uncovering new discoveries.
Exploration	Much of the exploration data and results are historical and not current.	It has been proven that historical projects benefit greatly from the employment of current state-of-the-art techniques and methods. This premise is particularly true in the region and vicinity.
Geology	Domain models may change with additional information and studies.	Would be easier to validate and verify for audit purposes.
Geology	The geology of the area is well known and documented, supported by extensive data, analysis, and study.	An increased understanding and derivation of alterative theories may result in further discovery and significant expansion for the Project.
Additional geological models	Refining the geology particularly within the Deformation Zone to better delineate, define and refine models	Expand and increase the size of the deposit increasing resources.
Develop further grade continuity and delineation	High grade structures appear to demonstrate trends that should be further investigated for continuity and extension.	Increase confidence and continuity for resource definition and expansion.
Identify Additional Resources	Potential exists to add to resource estimate through additional exploration. This would include along strike and down dip from the existing structures.	Increase in size of deposit and resource base.
Ability to Attract Experienced/Trained Local Labour	There are local people that have worked on the project in the past not to mention experienced in operating environments.	The early search for trained labour as well as competitive salaries and benefits identify, attract and retain critical local personnel.
Exploration of Other Prospects	There are a variety of quality prospects outside of the resource area that show excellent potential and prospectively.	Expansion of the project in size and scope.
Gold Price	Gold prices are currently highly volatile,	Higher gold price will change size and

grade of the potential targets.

and there is a great deal of market

uncertainty.

Table 21 - Identified Project Opportunities

Source: JDS (2020)

Recommendations

JDS considers that there is high-potential to further expand and develop the resources for the Fenn-Gib Deposit, and recommends additional work to expand the current resource base and to confirm the economic potential of the Fenn-Gib Deposit and the rest of the property.

At the Fenn-Gib Deposit the potential is high for upgrading Inferred Resources to Indicated Resources with further diamond drilling, and additional infill drilling is recommended. The mineralized zones encountered at the Fenn-Gib Deposit remain open at depth, as well as along strike in both the east and west directions. Additional targeted resource expansion drilling is therefore warranted.

Following the infill and resource expansion drill programs, an updated Mineral Resource Estimate and a Preliminary Economic Assessment, to confirm the potential economic viability of the Mineral Resources, is recommended.

A summary of the proposed work program, including a budget estimate is shown in Table 22. The recommendations outlined below are divided into two phases. Expenditures for Phase I of the work Program, including drilling on the Fenn-Gib Deposit, historical core rehabilitation, an airborne magnetic survey, regional structural analysis and compilation, and further metallurgical studies are estimated at \$9,600,000. Expenditures for Phase II of the work program, comprising an update of the Mineral Resource Estimate and a Preliminary Economic Assessment study, are estimated at \$400,000. The grand total is \$11,000,000, including a 10% contingency.

Phase 1

Drilling program on the Fenn-Gib Deposit, airborne magnetic survey, and property-scale structural analysis and compilation.

Phase 1a) In-fill Drilling on the Fenn-Gib Deposit

JDS recommends further infill definition drilling to upgrade Inferred Resources to an Indicated category and confirm the potential of a high grade starter pit. Drilling is also warranted in the upper Fenn-Gib Deposit section to test numerous historical drill holes that did not drill through the entire mineralized stratigraphy, with some holes ending in mineralization.

Phase 1b) Drilling Extensions of the Mineralized Zones

JDS recommends additional potential resource expansion exploration drilling on the Fenn-Gib Deposit. The program should target the already identified mineralized shoots at depth, and also test the east and west strike extensions of the mineralization outside the conceptual pit shell. Limited previous drilling has identified a mineralized zone within the footwall mafic volcanics located to the north of and below the conceptual pit. Further drilling is warranted in the footwall mafic volcanics to determine the extent of mineralization.

Phase 1c) Core Rehabilitation

Document and rehabilitate historic core. Sample un-sampled intersections.

Phase 1d) Airborne Magnetic Survey

A high-resolution airborne magnetic survey to define new areas of potential mineralization is recommended. The airborne survey should be flown in two flight directions: 1) in a North-South flight direction to further define the regional east-west striking lithology and Pipestone and Porcupine-Destor faults; and 2) flight lines flown perpendicular to the approximate north-north-east to north-east trending fault structures where gold mineralization in the regional Fenn-Gib area is often related to the intersection of structures, and where structures are associated with favourable host rock for gold deposition.

Phase 1e) Structural Study and Property Compilation

A property-wide structural study should be completed utilizing the airborne magnetic survey data. This, together with a comprehensive property compilation, will provide an improved understanding of the gold distribution of the Fenn-Gib Deposit as well as known gold showings. These studies should provide further data to assist in developing new drill targets on the property.

Phase 1f) Road Building

Build roads to new drill sites.

Phase 1g) Mineralogy and Metallurgical Test-work

JDS recommends that metallurgical samples be developed from splits of the drill core from the in-fill and extension drilling, and separate metallurgical holes if necessary, to conduct mineralogical and further composite testing. The current test-work has identified that there is a portion of refractory gold in the ore which should be better understood.

More detailed comminution parameters such as Bond Rod Mill Work Index and Bond Crushing Work Index should also be included in the test-work. The limited comminution test-work in 2014 identified that the Fenn-Gib ore is harder than average (considered moderately hard).

Phase II – Mineral Resource Estimate Update and Preliminary Economic Assessment on the Fenn-Gib Deposit

Phase 2a) Mineral Resource Estimate Update and Preliminary Economic Assessment on the Fenn-Gib Deposit

Following the completion of the Phase 1 Fenn-Gib Deposit drilling programs a Mineral Resource Estimate update is recommended, as well as the commencement of a Preliminary Economic Assessment to assess the potential economic viability of the updated Mineral Resource Estimate.

	Phase 1 – Work Program Budget
	Activity	Description	Estimate Cost \$ (CAD)
1a	Drilling	Infill drilling program 30,000 @170/m(1)	5,100,000
1b	Drilling	Drilling along the extensions of the mineralized zones 20,000 @\$170/m	3,400,000
1c	Core Rehabilitation	Document and rehabilitate historic core. Sample un-sampled intersections.	150,000
1d	Airborne	3,000 line km @ \$100/line km	300,000
1e	Structure Analyses Compilation	Structural analyses from airborne data and property compilation	50,000
1f	Road Building	Road building to drill sites	350,000
1g	Metallurgical Testing	Mineralogy and metallurgical test-work	250,000
		Phase 1 Total	9,600,000
	Phase 2(2) – Work Program Budget
	Activity	Description	Estimate Cost (CAD)
2a	Resource Update and PEA	Other studies and Preliminary Economic Assessment report	400,000
		Phase 2 Total	400,000
		Phase 1 and 2 Total	10,000,000
		10% Contingency	1,000,000
		Grand Total	11,000,000

Table 22 - Recommended Work and Cost Estimate

Source: JDS (2020)

Notes:

(1) Drilling Cost \$170/m includes geologist, labour, drill contractor and assays.

(2) Phase 2 is contingent on the success of Phase 1.

USE OF PROCEEDS

Use of Proceeds and Available Funds

Working capital as at January 31, 2021 was approximately \$1,660,000.

The change in working capital between September 30, 2020 and January 31, 2021 is as follows:

	January 31, 2021	September 30, 2020	Change
Current Assets
Cash(1)	\$1,489,808	\$3,392,485	\$(1,902,676)
Cash Held in Trust(2)	-	\$14,651,033	\$(14,651,033)
Amounts Receivable	\$19,444	\$149	\$19,295
Prepaid Expenses(3)	\$210,133	\$5,800	\$204,333
Total Current Assets	\$1,719,386	\$18,049,467	\$(16,330,081)
Current Liabilities
Accounts Payable and Accrued Liabilities(4)	\$62,649	\$311,498	\$(248,849)
Total Current Liabilities	\$62,649	\$311,498	\$(248,849)
Working Capital	\$1,656,736	\$17,737,969	\$(16,081,232)

Notes:

(1) Cash utilized for operations.

(2) Acquisition of Fenn-Gib asset, including \$47,000 in foreign currency revaluation.

(3) Prepaid drilling contract and annual mining software license.

(4) Paid outstanding invoices with vendors and consultants.

The estimated net proceeds to the Company at the closing of the Offering will be \$●, after deducting the Underwriters' Commission (being \$●) and the Underwriters' expenses (being \$●).

The total funds expected to available to the Company upon closing of the Offering are as follows:

Available Funds	Amount
Net Proceeds(1)	\$●
Net Proceeds(2)	\$●
Estimated Working Capital as of ●	\$●
Total Funds Available	\$●

Notes:

• (1) This excludes the proceeds to the Company from the issuance of any securities that may be issued upon the exercise of the Over-Allotment Option.
• (2) This includes the proceeds to the Company from the issuance of securities pursuant to the Over-Allotment Option. The proceeds from the exercise of the over-allotment option will be used to support an expanded 2021 exploration program, specifically increased drilling and metallurgical testing.

The proposed principal use of the total funds available to the Company upon completion of the Offering for the 12 months following the Closing are as follows:

Principal Purposes	Amount
Expenses of the Offering(1)	\$●
Recommended exploration program for the Fenn-Gib Property(2)	\$11,000,000
Estimated general and administrative expenses for 12 months(3)	\$2,000,000
Unallocated working capital	\$●
Total	\$●

Notes:

The Company proposes to use \$11,000,000 of available funds in accordance with the recommended exploration program for the Fenn-Gib Property as follows:

	Mayfair Use of Proceeds for Fenn-Gib Property Phase 1 Exploration Plan and Budget
	Activity	Description	Estimate Cost \$ (CAD)
1a	Drilling	Infill Drilling Program 30,000m @170/m	5,100,000
1b	Drilling	Drilling along the extensions of the mineralized zones 20,000m @\$170/m	3,400,000
1c	Core Rehabilitation	Document and rehabilitate historic core. Sample un sampled intersections.	150,000
1d	Airborne	3,000 line km @ \$100/line km	300,000
1e	Structure Analyses Compilation	Structural analyses from airborne data and property compilation	50,000
1f	Road Building	Road building to drill sites	350,000
1g	Metallurgical Testing	Mineralogy and metallurgical test-work	250,000
	Phase 1 Total 9,600,000

Mayfair Use of Proceeds for Fenn-Gib Property Phase 2 Plan and Budget

	Activity	Description	Estimate Cost \$ (CAD)
2a	Resource Update and PEA	Other studies and Preliminary Economic Assessment report	400,000
		Phase 2 Total	400,000
		Phase 1 and 2 Total	10,000,000
		10% Contingency	1,000,000

⁽¹⁾ Comprised of legal, accounting, and filing fees.

⁽²⁾ Refer to the recommendations contained in the Technical Report.

⁽²⁾ Estimated based on the following amounts: professional fees of \$●, \$● in rent, transfer agent and filing fees of \$●, office expenses of \$● and \$● in miscellaneous expenses.

Grand Total	11,000,000

The Company intends to spend the funds available to it as stated in this Prospectus. There may be circumstances, however, where, for sound business reasons, a reallocation of funds may be necessary in order for the Company to achieve its stated business objectives. The actual use of available funds will vary depending on the Company's operating and capital needs from time to time and will be subject to the discretion of the management of the Company. The Company will only redirect the funds to other properties on the basis of a recommendation from a professional engineer or geologist, including a professional engineer or geologist who is a director or officer of the Company. Pending such use, the Company intends to invest the available funds to the extent practicable in short-term, investment grade, interest-bearing deposit accounts and other marketable securities.

Notwithstanding the foregoing, the Company will undertake to incur sufficient qualifying CEE, in timely manner, so as to enable the Company to renounce, effective on or before December 31, 2021 (provided the subscriber is dealing at arm's length with the Company at all relevant times and certain other requirements are met), in favour of subscribers of FT Shares, an amount equal to the aggregate purchase price for the FT Shares paid by such subscriber. See "Certain Canadian Federal Income Tax Considerations."

The Company has negative cash flow from operating activities and has historically incurred net losses. To the extent that the Company has negative operating cash flows in future periods, it may need to deploy a portion of its existing working capital to fund such negative cash flows. The Company may be required to raise additional funds through the issuance of additional equity securities, through loan financing, or other means. There is no assurance that additional capital or other types of financing will be available if needed or that these financings will be on terms at least as favourable to the Company as those previously obtained, or at all. See "Risk Factors".

Certain COVID-19 related risks could result in delays or additional costs for the Company to achieve its business objectives. The impact of the COVID-19 pandemic has major implications for all economic activities, including that of the Company. At this time, it is not possible to predict the duration or magnitude of the adverse results of the outbreak; however, management believes that the impact to the Company will continue to be limited mainly to the curtailment of travel and access to mineral projects due to travel and social distancing restrictions as well as its ability to raise financing. There has been no material disruption to the Company's current operations to date. The Company's current focus is on its Fenn-Gib Project located in Ontario, Canada. As of the date of this Prospectus, access to the Fenn-Gib Property is not prohibited and exploration activities have not been disrupted. However, there is no assurances that disruptions due COVID-19 will not occur in the future. The extent to which COVID-19 may impact the Company's business activities will depend on future developments, such as the ultimate geographic spread of the disease, the duration of the outbreak, travel restrictions, business disruptions, and the effectiveness of actions taken in Canada and other countries to contain and treat the illness. See "Risk Factors".

Business Objectives and Milestones

Completion of the recommended work program on the Fenn-Gib Property, as set out in the Technical Report, represent the business objectives and milestones of the Company. More specifically, the Company's business objectives and milestones are as follows:

Business Objective	Milestones	Anticipated Cost	Achievement Timeline
Upgrade resources	30,000m infill drill program	\$5,100,000	Q4 2021
	20,000m resource expansion drilling	\$3,400,000	Q4 2021
Geophysics and structural analysis	3,000-line km airborne survey	\$300,000	Q4 2021
	Structural analysis	\$50,000	Q4 2021

Infrastructure development and	Infrastructure	\$350,000	Q3 2021
historical core rehabilitation	Documentation, rehabilitation and testing of untested historic core	\$150,000	Q2 2021
Mineral processing	Minerology and metallurgcal testing	\$250,000	Q4 2021
Resource update and Preliminary Economic Assessment	NI 43-101 resource update and Preliminary Economic Assesment	\$400,000	Q4 2021

The recommended work program on the Fenn-Gib Property will be contingent on the Closing of the Offering to provide funds necessary for such activities outlined above. It is expected that the recommended exploration program can be completed by the end of 2021. In the event that the results of the recommended exploration program do not warrant further exploration activity, the Company will revise its business plan and objectives, which revision may include the acquisition of additional mineral properties or joint ventures with other exploration or mining companies. Such activities will also likely require that the Company raise additional capital. There can be no assurance that the Company can raise such additional capital if and when required.

The Company intends to spend the funds available to it consistent with the "Use of Proceeds" section of this Prospectus. There may be circumstances however, where, for sound business reasons, a reallocation of funds may be necessary in order for the Company to achieve its stated business objectives. Accordingly, the Company cannot specify with certainty all of the particular uses for the net proceeds to be received upon the completion of the Offering, and the amounts it actually spends could vary from the amounts set forth above. The amounts actually allocated and spent will depend upon a number of factors, including the Company's ability to execute its business strategy, prevailing industry and market conditions and the results of exploration programs. As well, from time to time the Company expects to evaluate and execute, as appropriate, potential acquisitions of properties or strategic relationships. Accordingly, management will retain broad discretion to allocate the Company's net proceeds of the Offering.

DIVIDENDS OR DISTRIBUTIONS

The Company has not, since the date of its incorporation, declared or paid any dividends on the Common Shares, and does not currently have a policy with respect to the payment of dividends. For the foreseeable future, the Company anticipates that it will retain future earnings and other cash resources for the operation and development of its business. Nevertheless, one of the key goals of the Company for the future is to institute a dividend policy and to ensure shareholders benefit directly from future successes that the Company and its operations may achieve. The payment of dividends on Common Shares in the future will be at the discretion of the Board and will depend on factors such as the ability of the Company to meet the applicable solvency test under the Business Corporations Act (British Columbia), the earnings and the financial condition of the Company, and such other factors as the Directors of the Company consider appropriate from time to time.

SELECTED FINANCIAL INFORMATION AND MANAGEMENT'S DISCUSSION AND ANALYSIS

The following management's discussion and analysis ("MD&A") of the financial condition and results of the operations of the Company from the July 30, 2019 (date of incorporation) to December 31, 2019 and for the nine months ended September 30, 2020, attached hereto as Schedule "C" and "D", should be read in conjunction with the audited annual financial statements of the Company for year ended December 31, 2019 and the unaudited financial statements of the nine months ended September 30, 2020, attached hereto as Schedule "A" and "B", together with the auditor's report thereon, and the notes thereto, appearing elsewhere in this Prospectus, as well as the disclosure contained throughout this Prospectus.

The following discussion contains forward-looking information that involve numerous risks and uncertainties. Actual results of the Company could differ materially from those discussed in such forward-looking information as a result of these risks and uncertainties, including those set forth in this Prospectus under the headings "Risk Factors" and "Cautionary Statement Regarding Forward-Looking Information".

Selected Financial Information

The financial statements of the Company have been prepared in accordance with IFRS for the period from the July 30, 2019 (date of incorporation) to December 31, 2019, and the nine months ended September 30, 2020, and are expressed in Canadian dollars.

	Nine Months Ended September 30, 2020 (unaudited)	From July 30, 2019 (date of incorporation) to December 30, 2019 (audited)
Income Statement Highlights:
Net Loss	(\$633,994)	(\$122,785)
Loss per Common Share – Basic and Diluted	(\$0.02)	(\$122,785)
Balance Sheet Highlights:
Working Capital (Deficiency)	\$17,737,968	(\$122,784)
Current Assets	\$18,049,467	\$1
Total Liabilities	\$311,499	\$122,785

Discussion of Operations

The Company has yet to generate any revenue to date. See "General Development of the Business."

From July 30, 2019 (date of incorporation) to December 31, 2019, the Company reported a loss \$122,785 or \$122,785 per share, which was entirely attributable to \$122,785 being owed to the Company's co-founders (one of which is Henry Heeney, who was a Director of the Company from July 30, 2019 to November 10, 2020 and the other is Sean Pi, who was appointed a Director of the Company on April 8, 2020) (the "Co-Founders") in connection with fairly valued past services performed for the Company.

For the nine months ended September 30, 2020, the Company reported a loss of \$633,994 or \$0.02 per share which was largely attributed to \$626,800 for professional fees, \$145,529 for consulting fees, \$4,045 office expenses, and \$4,947 for regulatory services.

Liquidity and Cash Flow

During the nine months ended September 30, 2020, cash expended on operating activities was \$781,321 and cash inflows included gross proceeds of \$18,120,968 from the issuance of Common Shares pursuant to private placements. On August 28, 2020, the Company placed \$14,651,033 (equivalent to US\$11,000,000) in escrow in anticipation of closing the Acquisition.

The Company's approach to managing liquidity is to ensure it will have sufficient liquidity to meet its liabilities when due. The Company's sole source of funding has been the issuance of equity securities for cash through private placements. There can be no assurance that financing will be available to the Company or, if it is, that it will be available on terms acceptable to the Company and will be sufficient to fund the Company's cash needs. If the Company is unable to obtain the financing necessary to support its operations, it may be unable to continue as a going concern.

Capital Management

The Company's capital consists of its shareholders' equity. The Company's objectives when managing capital are to safeguard the Company's ability to continue to pursue the exploration and evaluation of its mineral properties and to maintain optimal returns to shareholders and benefits for other stakeholders. The Company manages its capital structure and makes adjustments to it, in order to have the funds available to support the acquisition and exploration and evaluation of mineral properties. The Board does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company's management to sustain future development of the business.

In order to carry out the planned management of the Company and to pay for administrative costs, the Company will utilize its existing working capital and raise additional funds as required.

Management reviews its capital management approach on an on-going 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 ended September 30, 2020.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

Transactions Between Related Parties

The Company's related parties include the Co-Founders, key management and their close family members, the Company's directors and their close family members, and Heeney Capital Corp. ("Heeney Capital"), a corporation owned by a current Director and a former Director of the Company. Related party transactions are recorded at their exchange amount, being the amount agreed to by the parties.

The Company had transactions and balances with its related parties during the period from incorporation on July 30, 2019 to December 31, 2019. Transactions with the Company's related parties included \$122,785 owed to the Company's Co-Founders in connection with fairly valued past services performed for the Company.

On April 1, 2020, the Company entered into a consulting agreement (the "Consulting Agreement") with Heeney Capital. Sean Pi, a Director and Promoter of the Company, and Henry Heeney, a Promoter and former Director of the Company, are the sole shareholders and directors of Heeney Capital. Pursuant to the terms of the Consulting Agreement, the Company engaged Heeney Capital to provide certain consulting services to the Company including general business, mergers and acquisitions, transaction analysis and structuring, due diligence, technical, financial and capital markets services (the "Services"). In consideration of the Services, the Company agreed to pay Heeney Capital a monthly fee of \$12,500 payable at the end of each month. The Consulting Agreement is expected to be terminated prior to or upon completion of the Offering.

On March 4, 2020, the Company entered into a board nomination rights agreement (the "123 Nomination Agreement") with 1191123 B.C. Ltd. ("123"). Henry Heeney, a Promoter and former Director of the Company, is the sole director and shareholder of 123. Pursuant to the terms of the 123 Nomination Agreement, upon completion of 123's subscription for Common Shares, the Company granted 123: (i) the right to nominate up to two nominees for immediate appointment to the Board; and (ii) the right, until 123's share ownership interest in the Company falls below 5%, to nominate two nominees for appointment to the Board at each meeting of the Company's shareholders.

On March 4, 2020, the Company entered into a board nomination rights agreement (the "495 Nomination Agreement") with 1249495 B.C. Ltd. ("495"). Sean Pi, a Director and Promoter of the Company, is the sole director and shareholder of 495. Pursuant to the terms of the 495 Nomination Agreement, upon completion of 495's subscription for Common Shares, the Company granted 495: (i) the right to nominate up to two nominees for immediate appointment to the Board; and (ii) the right, until 495's share ownership interest in the Company falls below 5%, to nominate two nominees for appointment to the Board at each meeting of the Company's shareholders.

The Company had transactions and balances with Heeney Capital and with the Co-Founders of the Company during the three and nine months ended September 30, 2020. The transactions with Heeney Capital were in the nature of monthly consulting services and the transactions with Co-Founders were in connection with fairly valued past services performed for the Company.

The transactions for the three and nine months ended September 30, 2020, and for the period from July 30, 2019 to September 30, 2019 were as follows:

	Three Months Ended September 30, 2020 (unaudited)	Nine Months Ended September 30, 2020 (unaudited)	From July 30, 2019 (date of incorporation) to December 30, 2019 (audited)
The total of the transactions:

Funds owed to the Company's Co Founders(1)	Nil	\$75,415	\$49,433
Consulting services charged by Heeney Capital	\$37,500	\$75,000	Nil

Notes:

(1) The Company owed \$47,083 to Henry Heeney and \$28,332 to Sean Pi.

The amounts payable at September 30, 2020 and December 31, 2019 were included in accounts payable and accrued liabilities as follows:

	September 30, 2020 (unaudited)	December 30, 2019 (audited)
Payable to Heeney Capital	\$75,000	Nil
Payable to Co-Founders	Nil	\$122,785

Accounting Policies

The Company's significant accounting policies are set out in Note 2 of the financial statements of the Company, as at and for the period ended December 31, 2019. The Company, in consultation with its auditor, periodically reviews accounting policy changes implemented within the industry.

Financial Instruments and Other Instruments

The Company classifies its financial instruments in the following categories: as FVTPL, financial assets at amortized cost and financial liabilities at amortized cost. The classification depends on the purpose for which the financial assets or liabilities were acquired. Management determines the classification of financial assets and liabilities at initial recognition.

The Company's cash consists of balances with banks.

The fair values of the Company's amounts receivable, and accounts payable and accrued liabilities approximate their carrying values because of the immediate or short-term to maturity of these financial instruments.

Recognition

The Company recognizes financial assets and financial liabilities on the date the Company becomes a party to the contractual provisions of the instruments.

Classification

The Company classifies its financial assets and financial liabilities using the following measurement categories:

• those to be measured subsequently at fair value (either through other comprehensive income or loss or through profit or loss); and
• those to be measured at amortized cost.

The classification of financial assets depends on the business model for managing the financial assets and the contractual terms of the cash flows. Financial liabilities are classified as those to be measured at amortized cost unless they are designated as those to be measured subsequently at FVTPL (an irrevocable election at the time of recognition). For assets and liabilities measure at fair value, gains or losses are either recorded in profit or loss or other comprehensive income or loss.

The Company reclassifies financial assets when and only when its business model for managing those assets changes. Financial liabilities are not reclassified.

Asset/Liability	Classification	Measurement
Cash	Assets	Fair value
Cash held in trust	Assets	Fair value
Amounts receivable	Amortized cost	Amortized cost
Accounts payable and accrued liabilities	Amortized cost	Amortized cost

The Company has classified its financial instruments as follows:

Impairment of Financial Assets

The Company assesses all information available, including on a forward-looking basis, the expected credit losses associated with its assets carried at amortized cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. To assess whether there is a significant increase in credit risk, the Company compares the risk of a default occurring on the asset as the reporting date, with the risk of default as at the date of initial recognition, based on all information available, and reasonable and supportive forward-looking information.

Fair Value Measurement

The Company categorizes each of its fair value measurements in accordance with a fair value hierarchy. The fair value hierarchy establishes three levels to classify the inputs to valuation techniques used to measure fair value. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices in markets that are not active, quoted prices for similar assets or liabilities in active markets, inputs other than quoted prices that are observable for the asset or liability (for example, interest rate and yield curves observable at commonly quoted intervals, forward pricing curves used to value currency and commodity contracts and volatility measurements used to value option contracts), or inputs that are derived principally from or corroborated by observable market data or other means. Level 3 inputs are unobservable (supported by little or no market activity).

The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs.

The fair values of the amounts receivable and accounts payable and accrued liabilities approximate their carrying values due to the relatively short-term maturity of these financial instruments.

The following table shows the carrying amounts and fair values of the Company's financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.

	Carrying Amount				Fair Value
September 30, 2020	Assets at amortized cost	Fair value through profit and loss	Liabilities at amortized cost	Total	Level 1	Level 2	Level 3	Total
Financial assets not measured at fair value
Cash	Nil	\$3,392,485	Nil	\$3,392,485	\$3,392,485	Nil	Nil	\$3,392,485
Amounts receivable	\$149	Nil	Nil	\$149	Nil	Nil	Nil	Nil
Cash held in trust	Nil	\$14,651,033	Nil	Nil	\$14,651,033	Nil	Nil	\$14,651,033
Total	\$149	\$18,043,518	Nil	\$3,392,634
Financial liabilities not measured at fair value
Accounts payable and accrued liabilities	Nil	Nil	\$311,499	\$311,499	Nil	Nil	Nil	Nil
Total	Nil	Nil	\$311,499	\$311,499

Financial Instrument Risk

Credit Risk

The Company examines the various financial instrument risks to which it is exposed and assesses the impact and likelihood of those risks. These risks include credit risk, liquidity risk and market risk.

Liquidity Risk

Liquidity risk is the risk that the Company is unable to meet its financial obligations as they come due. The Company manages this risk by careful management of its working capital to ensure its expenditures will not exceed available resources.

Market Risk

COVID-19 and the resulting financial and economic uncertainty have created volatility in financial and commodity markets. Central banks announced emergency measures, including interest rate cuts, while governments have implemented, and continue to implement, unprecedented fiscal stimulus to support economic stability. Recent vaccine breakthroughs have the potential to mitigate some of the economic disruption caused by the pandemic, but the risks of economic uncertainty and market volatility are expected to remain for the foreseeable future.

Disclosure of Outstanding Share Data

As of September 30, 2020, the Company's authorized share structure comprised of an unlimited number of Common Shares without par value, of which 67,511,485 Common Shares were issued and outstanding. As of September 30, 2020, the Company did not have any warrants, stock options or other securities exercisable to acquire Common Shares outstanding.

Additional Disclosure for IPO Venture Issuers Without Significant Revenue

Additional disclosure regarding the Company's expenses are provided in the Company's Statement of Loss and Compressive Loss in the Company's audited condensed financial statements for the period from incorporation on July 30, 2019 to December 31, 2019.

DESCRIPTION OF SECURITIES BEING DISTRIBUTED

Common Shares

The authorized share structure of the Company consists of an unlimited number of Common Shares without par value. As of the date of this Prospectus, there are 67,511,485 Common Shares issued and outstanding as fully paid and nonassessable shares.

The holders of the Common Shares are entitled to share pro rata in any dividends if, as and when declared by the Board. The holders of the Common Shares are entitled to receive notice of and attend all meetings of the shareholders of the Company and are entitled to one vote in respect of each Common Share held at such meetings. In the event of liquidation, dissolution or winding-up of the Company, the holders of Common Shares are entitled to share rateably the remaining assets of the Company. There are no special rights or restrictions of any nature attached to any of the Common Shares, all of which rank equally as to all benefits which might accrue to the holders of the Common Shares.

FT Shares

The FT Shares are Common Shares issued on a flow-through basis. Pursuant to the Offering, subscriptions for FT Shares will be made pursuant to one or more subscription and renunciation agreements (each, a "FT Subscription Agreement") to be entered into between the Company and the Underwriter, as agent for, on behalf of and in the name of, all subscribers of FT Shares (including Donated Shares), as applicable. A subscriber who purchases FT Shares (including Donated Shares) will be deemed to have appointed and authorized the Underwriter to execute and deliver, on the subscriber's behalf, a FT Subscription Agreement. Pursuant to the FT Subscription Agreements, the Company will covenant and agree, among other things: (i) to incur in timely manner, and renounce to each subscriber (effective on or before December 31, 2021, assuming the subscriber is dealing at arm's length with the Company and certain other requirements are met as set out under "Certain Canadian Federal Income Tax Considerations"), CEE in an amount equal to the gross aggregate subscription price that is paid for FT Shares; (ii) that the expenditures as renounced will be "flow-through mining expenditures" of the subscriber for the purposes of subsection 127(9) of the Tax Act for individuals (other than trusts); and (iii) that if the Company does not renounce to such subscriber CEE, on the terms of the FT Subscription Agreement, equal to the amount specified in (i) above, or if there is a reduction in such amount renounced pursuant to the provisions of the Tax Act, the Company shall indemnify such subscriber for an amount equal to the amount of any tax payable or that may become payable under the Tax Act (and under any corresponding provincial legislation) by such subscriber as a consequence of such failure or reduction. The foregoing indemnity shall have no force or effect to the extent that such indemnity would otherwise cause the FT Shares to be "prescribed shares" within the meaning of section 6202.1 of the regulations to the Tax Act. The FT Subscription Agreement will contain additional representations, warranties, covenants and agreements by the Company which are consistent with and supplement the Company's obligations as described in this Prospectus.

The FT Subscription Agreements will also provide representations, warranties and agreements of the subscriber (which include any beneficial purchaser for whom the subscriber is acting if the subscriber is not purchasing as principal), and by its purchase of FT Shares each subscriber of FT Shares offered under this Prospectus will be deemed to have represented, warranted and agreed, for the benefit of the Company that, among other things: (i) neither the subscriber nor any beneficial purchaser for whom it is acting (or if the subscriber or such beneficial purchaser is a partnership, any member thereof) is a non-resident of Canada for the purposes of the Tax Act; (ii) the subscriber, and any beneficial purchaser for whom it is acting (and, if a partnership, every member thereof), deals, and at all relevant times will continue to deal, at arm's length with the Company for the purposes of the Tax Act; (iii) the subscriber, if an individual, is of the full age of majority and otherwise is legally competent and authorized to enter into the FT Subscription Agreement; (iv) other than as provided herein and in the FT Subscription Agreement, the subscriber waives any right that it may have to any potential incentive grants, credits and similar or like payments or benefits which accrue as a result of the operations relating to CEE and acknowledges that all such grants, credits, payments or benefits accrue to the benefit of the Company; (v) the subscriber (nor any beneficial purchaser) has not entered into and will not enter into any agreement or arrangement that will cause the FT Shares to be "prescribed shares" for purposes of the Tax Act; (vi) without limiting the generality of the foregoing, if the subscriber or beneficial purchaser is acquiring FT Shares with the intention of donating all or a portion of such FT Shares as Donated Shares or otherwise, or participating in another follow-on transaction, the subscriber and beneficial purchaser acknowledge and confirm that notwithstanding any provision of the FT Subscription Agreement or this Prospectus, they are not relying on the Company or its counsel with respect to any tax consequences in respect thereof, including any risk that such transaction may cause the FT Shares to be or become "prescribed shares" for purposes of the Tax Act, and the Company and its counsel shall have no liability or obligation in respect thereof; (vii) the subscriber has received and reviewed a copy of this Prospectus; (viii) the liability of the Company to renounce CEE is limited to the extent specifically stated in this Prospectus and in the FT Subscription Agreement; (ix) if required by applicable securities legislation, policy or order of a securities commission or other regulatory authority, the subscriber will execute, deliver, file and otherwise assist the Company in filing such reports, undertakings and other documents with respect to the issue of the FT Shares; and (x) the subscriber is not a U.S. Person and is not acquiring the FT Shares on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States.

Notwithstanding the foregoing, the Company may enter into one or more subscription and renunciation agreements for FT Shares or Donated Shares on such other terms as may be agreed to by the Company and the applicable subscriber.

CONSOLIDATED CAPITALIZATION

The following table sets forth the consolidated share capital of the Company as at the date hereof and the pro forma consolidated capitalization of the Company after giving effect to the Offering. This table should be read in conjunction with the Company's audited condensed financial statements from July 30, 2019 (date of incorporation) to December 31, 2019, and the unaudited interim financial statements for the period ended September 30, 2020, contained in this Prospectus.

Amount Outstanding Amount Amount as of September 30, Outstanding as at Pro forma after giving Type of Security effect to the Offering(1)(2) Authorized 2020 Date of the Prospectus
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------	--

Common Shares (including FT Shares)	Unlimited	67,511,485	67,511,485	75,457,485
Options	N/A	Nil	3,650,000(3)	3,650,000(3)
Warrants	N/A	Nil	Nil	Nil

Notes:

(1) This amount does not include the 1,191,900 Additional Shares issuable on exercise of the Over-Allotment Option. If the Over-Allotment is exercised in full, there will be 76,649,385 Common Shares (including FT Shares), 3,650,000 Options, and nil warrants issued and outstanding. See "Plan of Distribution".

(2) Excludes any Common Shares issued upon the exercise of Options.

(3) Each Option is exercisable into one Common Shares at a price of \$0.47 per Common Share until December 31, 2030.

The following table sets out the anticipated fully diluted share capital structure of the Company after giving effect to the Offering:

Type of Security	Number of Common Shares	% of Fully Diluted Share Capital
Issued by the Company as of the date of this Prospectus	67,511,485	85.3%
Common Shares (including FT Shares) issued pursuant to the Offering	7,946,000(1)	10.0%
Reserved for issuance upon the exercise of Options	3,650,000(2)	4.6%
TOTAL:	79,107,485	100%

Notes:

(1) This amount does not include the 1,191,900 Additional Shares issuable on exercise of the Over-Allotment Option. If the Over-Allotment is exercised in full, there will be 9,137,900 Common Shares (including FT Shares) (equivalent to 11.4%) issued pursuant to the Offering.

(2) Each Option is exercisable into one Common Shares at a price of \$0.47 per Common Share until December 31, 2030.

OPTIONS TO PURCHASE SECURITIES

The Company has adopted a share option plan, dated for reference February 24, 2020 (the "Option Plan"), pursuant to which the Board may, from time to time, in its discretion and in accordance with TSXV requirements, grant to Service Providers of the Company, non-assignable and non-transferable options to purchase Common Shares (the "Options"), provided that the total number of Common Shares reserved for issuance under the Option Plan at any point in time is no more than 10% of the outstanding Common Shares at the time such Common Shares are reserved for issuance as a result of the grant of an Option, less any Common Shares reserved for issuance under share options granted under Share Compensation Arrangements other than the Option Plan, unless the Option Plan is amended pursuant to the requirements of the TSXV Policies.

Additionally, pursuant to the Plan, the following restrictions on issuances of the Options are applicable:

• a) no Service Provider can be granted a Option if that Option would result in the total number of Options, together with all other Share Compensation Arrangements granted to such Service Provider in the previous 12 months, exceeding 5% of the number of issued and outstanding Common Shares of the Company at the time of grant, unless the Company has obtained Disinterested Shareholder Approval to do so;
• b) the aggregate number of Options granted to all Service Providers conducting Investor Relations Activities in any 12 month period cannot exceed 2% of the number of issued and outstanding Common Shares of the Company at the time of grant without the prior consent of the TSXV; and

c) the aggregate number of Options granted to any one Consultant in any 12 month period cannot exceed 2% of the number of issued and outstanding Common Shares of the Company at the time of grant without the prior consent of the TSXV.

The amount payable per Common Share on the exercise of an Option will be set by the Board at the time that such Option is granted under the Option Plan, and this amount cannot be less than the Discounted Market Price, as further described in the Option Plan. The Options will be exercisable for a maximum term of 10 years from the date of grant thereof by the Board. In the event an Option granted under the Option Plan expires unexercised or is terminated by reason of dismissal of the Optionee for cause or is otherwise lawfully cancelled prior to exercise the Option, the Common Shares that were issuable to a Service Provider upon the exercise of an Option will be returned to the Option Plan and will be eligible for re-issuance.

The Options are non-assignable and non-transferable. As such, they will be exercisable only by the Optionee to whom they are granted. If the Optionee has left their employ/office or has been advised by the Company that their services are no longer required or that their service contract has expired, such Optionee may exercise their Options until the term applicable to such Option expires, except as follows:

• a) in the case of the death of an Optionee, any vested Options held by him/her at the date of death will become exercisable by the Optionee's lawful personal representatives, heirs or executors until the earlier of one year after the date of death of such Optionee and the date of expiration of the term otherwise applicable to such Options;
• b) an Option granted to any Service Provider will expire 90 days (or such other time, not to exceed one year, as shall be determined by the Board as at the date of grant or agreed to by the Board and the Optionee at any time prior to the expiry of the Option) after the date the Optionee ceases to be employed by or provide services to the Company, and only to the extent that such Option was vested at the date the Optionee ceased to be so employed by or ceased to provide services to the Company; and
• c) in the case of an Optionee being dismissed from employment or the provision of services are terminated for cause, such Optionee's Options, whether or not vested at the date of dismissal or termination, will immediately be cancelled without the right to exercise such Options.

The Option Plan was adopted by the Board on February 24, 2020, and approved by the Company's shareholders on November 10, 2020. Provided that the Common Shares are listed on the TSXV, the Company will submit the Option Plan to shareholders on a yearly basis, as required under TSXV Policies.

Class of Optionee (number of individuals in receipt of the Options)	Number of Common Shares Underlying the Options	Exercise Price	Expiry Date
Executive Officers (3)	2,200,000	\$0.47	December 31, 2030
Directors (4)	800,000	\$0.47	December 31, 2030
Employees (7)	640,000	\$0.47	December 31, 2030
Consultants (1)	10,000	\$0.47	December 31, 2030
Total Options (15)	3,650,000	\$0.47	December 31, 2030

The following table sets out information regarding the Options as of the date of this Prospectus.

PRIOR SALES

Within the 12 month period prior to the date of this Prospectus, the Company issued the following securities:

Date	Type of Security	Number	Proceeds	Issue/Exercise Price Per Security
March 4, 2020	Common Shares	19,819,926	\$198,199(1)	\$0.01(1)
March 10, 2020	Common Shares	5,000,000	\$50,000	\$0.01
April 9, 2020	Common Shares	1,441,565	\$72,078(2)	\$0.05(2)
May 1, 2020	Common Shares	2,400,000	\$144,000	\$0.06
August 14, 2020	Common Shares	220,213	\$103,500(3)	\$0.47(3)
August 21, 2020	Common Shares	21,803,599	\$10,123,691	\$0.47
August 24, 2020	Common Shares	16,719,798	\$7,858,305	\$0.47
September 23, 2020	Common Shares	106,383	\$50,000	\$0.47
December 31, 2020	Options	3,650,000	N/A	\$0.47(4)

Note:

(1) Deemed price. Issued for past services performed and related expenses.

(2) Deemed price. Issued for past services performed and related expenses.

(3) Deemed price. Issued for past services performed and related expenses.

(4) Each Option is exercisable into one Common Share at a price of \$0.47 per share until December 31, 2030.

ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUIAL RESTRICTIONS ON TRANSFER

Escrowed Securities

Pursuant to NP 46-201 (the "Escrow Policy"), the securities held by principals of the Company are to be held in escrow for a predetermined period of time following the Listing Date, subject to the terms of an escrow agreement entered into among certain principals of the Company, the Company and the Escrow Agent (the "Escrow Agreement").

In accordance with the Escrow Policy and pursuant to the Escrow Agreement, the following table sets out the securities that are expected to be deposited into escrow with the Escrow Agent (the "Escrowed Securities") after giving effect to the Offering:

Designation of Class	Number of Escrowed Securities or securities that are subject to a contractual restriction on transfer	Percentage of Class(1)(2)
Common Shares	21,953,844(3)	29.1%
Options	2,400,000(4)	65.8%

Note:

(1) Assuming 75,457,485 Common Shares (including FT Shares) outstanding on completion of the Offering. See "Plan of Distribution".

• (2) Assumes no exercise of the Over-Allotment Option.
• (3) Comprised of: 12,654,799 Common Shares beneficially held by Henry Heeney; 8,008,619 Common Shares beneficially held by Sean Pi; 1,077,660 Common Shares beneficially held by Harry Pokrandt; and 212,766 Common Shares held by Patrick Evans.
• (4) Comprised of: 1,500,000 Options held by Patrick Evans; 500,000 Options held by Howard Bird; 200,000 Options held by Sean Pi; and 200,000 Options held by Harry Pokrandt.

Pursuant to the Escrow Agreement, the Escrowed Securities will be released from escrow with the Escrow Agent in accordance with the following schedule:

On the Listing Date	1/4 of the Escrowed Securities
6 months after the Listing Date	1/3 of the remaining Escrowed Securities
12 months after the Listing Date	1/2 of the remaining Escrowed Securities
18 months after the Listing Date	The remaining Escrowed Securities

The Escrowed Securities may not be transferred or otherwise dealt with during the term of the Escrow Agreement unless the transfers or dealings within escrow are: (i) to existing or, upon their appointment, incoming Directors or senior Officers of the Company, subject to the approval of the Board; (ii) to a person or company that before the proposed transfer holds more than 20% of the voting rights attached to the Company's outstanding securities; (iii) to a person or company that after the proposed transfer will hold more than 10% of the voting rights attached to the Company's outstanding securities, and has the right to elect or appoint one or more Directors or senior Officers of the Company; (iv) to a trustee in bankruptcy or another person or company entitled to Escrowed Securities on the bankruptcy of the holder; (v) to a financial institution on the realization of Escrowed Securities pledged, mortgaged or charged by the holder to the financial institution as collateral for a loan; or (vi) to or between an RRSP, RRIF or other similar registered plan or fund with a trustee, where the annuitant of the RRSP or RRIF, or the beneficiaries of the other registered plan or fund are limited to the holder and his or her spouse, children and parents or, in the case of a trustee of such registered plan or fund, to the annuitant of the RRSP or RRIF, or a beneficiary of the other registered plan or fund, as applicable, or his or her spouse, children and parents. The owner of Escrowed Securities may continue to exercise voting rights attached to such securities.

Tenders of Escrowed Securities in a business combination transaction are permitted provided that, if the tenderer is a principal (as such term is defined in the Escrow Policy) of the successor issuer upon completion of the business combination, securities received in exchange for tendered Escrowed Securities are subject to escrow on the same terms and conditions, including release dates, as applied to the escrow securities that were exchanged, subject to certain exceptions. The Escrowed Securities may also be subject to a hold period pursuant to NI 45-102.

Voluntary Escrow

In addition to the Escrowed Securities subject to the Escrow Agreement:

• 24,819,926 Common Shares held by three shareholders of the Company are subject to voluntary pooling restrictions whereby 20% will be released from escrow 18 months after the Listing Date, 20% will be released from escrow 24 months after the Listing Date, and 60% will be released from escrow 36 months after the Listing Date;
• 40,291,559 Common Shares held by 124 shareholders of the Company are subject to voluntary pooling restrictions whereby 8.33% of the Common Shares will be released from escrow at the end of each month (over a 12 month period) after the Listing Date; and
• 2,400,000 Common Shares held by one shareholder of the Company are subject to voluntary pooling restrictions whereby 100% of the Common Shares will be released from escrow 13 months after the Listing Date.

PRINCIPAL SHAREHOLDERS

The following table sets forth information regarding the beneficial ownership of securities as of the date of this Prospectus and immediately after the Offering by each person or entity known to the Company to beneficially own, or control or direct, 10% or more of the outstanding Common Shares (the "Principal Shareholders"). Other than as set forth below, to the knowledge of the Company, no other person or entity beneficially owns, or controls or directs, 10% or more of the outstanding Common Shares as of the date of this Prospectus.

	Prior to the Offering			After Giving the Effect to the Offering
Name	Number of Common Shares Held and Type of Ownership	Percentage of Common Shares Held	Percentage of Common Shares Held on a Fully Diluted Basis(1)	Number of Common Shares Held and Type of Ownership	Percentage of Common Shares Held(2)(4)	Percentage of Common Shares Held on a Fully Diluted Basis(3)(4)
Henry Heeney	12,654,799 (Beneficial)	18.74%	17.78%	12,654,799 (Beneficial)	16.8%	15.8%
Sean Pi	8,008,619 (Beneficial)	11.86%	11.54%	8,008,619 (Beneficial)	10.6%	10.0%

Notes:

(1) Based on 67,511,485 Common Shares issued and outstanding and the exercise of 3,650,000 Options.

(2) This does not include any Additional Shares issuable upon exercise of the Over-Allotment Option.

(3) Based on 76,649,385 outstanding Common Shares (including FT Shares) assuming full exercise of the Over-Allotment Option and the exercise of 3,650,000 Options.

(4) Assumes no Common Shares (including FT Shares) are acquired pursuant to the Offering.

DIRECTORS AND EXECUTIVE OFFICERS

Name, Occupation and Security Holdings

The following table sets forth information regarding the Company's current Directors and executive Officers. Each Director of the Company is to hold office until the next annual general meeting of the shareholders of the Company or until his successor is duly elected or appointed.

Name, Province and Country of Residence	Position/Title	Date of Appointment(1)	Principal Occupation	Number of Common Shares Beneficially Owned, Controlled or Directed
Patrick Evans	Chief Executive	August 12, 2020	CEO of the Company	212,766 Common
Scottsdale, Arizona,	Officer, President and	(Chief Executive	since August 2020;	Shares
United States of	Director	Officer and President)	director of Pan Global
America			Resources Inc. since
		November 10, 2020	January 2018; director
		(Director)	of Mirasol Resources
			Ltd. since August
			2016; CEO of
			Dominion Diamond
			Mines from November
			2017 to December
			2018; advisor to
			Washington
			Companies from July
			2017 to November
			2017; CEO of
			Mountain Province

Name, Province and Country of Residence	Position/Title	Date of Appointment(1)	Principal Occupation	Number of Common Shares Beneficially Owned, Controlled or Directed
			Diamonds from August 2005 to June 2017
Justin Byrd Chandler, Arizona, United States of America	Chief Financial Officer and Secretary	November 1, 2020	Sales Analyst with Arizona Nutritional Supplements from April 2018 to May 2020; Cost Supervisor, Sr. Cost Analyst, and Accountant with Monsanto Company from May 2012 to April 2018	Nil
Howard Bird Toronto, Ontario, Canada	Vice President Exploration	December 1, 2020	Vice President Exploration of Antler Gold Inc. from November 2017 to November 2018; Vice President Exploration Battle North Gold Corporation from July 2014 to November 2016; Vice President Exploration of Brigus Gold Corp. from February 2008 to June 2014	Nil
Ron Clayton(3)(4) Reno, Nevada, United States of America	Director	November 10, 2020	CEO, President and director of 1911 Gold Corporation since December 2018; director of Silver Elephant Mining Company from December 2019 to July 2020; COO, CEO and President of Tahoe Resources Inc. from April 2010 to June 2018; director of Gold Standard Ventures Corp. since January 2018	210,000
Harry Pokrandt(2)(4) North Vancouver, British Columbia, Canada	Director	November 10, 2020	Director of Kore Mining Ltd. since October 2018; CEO and director of HIVE Blockchain Technologies Ltd. from June 2017 to August 2018; Managing Director of Espresso Capital Ltd. from December 2015 to January 2017; Managing Director of	1,077,660 Common Shares

Name, Province and Country of Residence	Position/Title	Date of Appointment(1)	Principal Occupation	Number of Common Shares Beneficially Owned, Controlled or Directed
			Macquarie Capital
			Advisors from
			December 2007 to June 2015
Christopher	Director	November 10, 2020	Vice President of	Nil
Reynolds(2)(3)(4)			Finance and CFO of
Toronto, Ontario,			Seabridge Gold Inc.
Canada			since May 2011;
			director of Paramount
			Gold Nevada Corp.
			since May 2015
Sean Pi(2)(3)	Director	April 8, 2020	Vice President of New	8,008,619 Common
New York, New York,			York private equity	Shares
United States of			firm since October
America			2014; Senior Analyst
			at Evercore Partners
			from August 2013 to
			October 2014

Notes:

(1) Each Director shall continue to hold office until his or her successor is elected or appointed or until he or she otherwise ceases to hold office in accordance with the Articles of the Company and the Business Corporations Act (British Columbia).

(2) Denotes a member of the Audit Committee.

(3) Denotes member of the Corporate Governance Committee.

(4) Denotes member of the Compensation Committee.

As at the date of this Prospectus, the Directors and executive Officers of the Company as a group beneficially own, or control or direct, directly or indirectly, an aggregate of 9,509,045 Common Shares, which is equal to 14.08% of the 67,511,485 Common Shares issued and outstanding as at the date of this Prospectus and will exercise control and direction over 9,509,045 Common Shares representing 12.60% of the issued and outstanding Common Shares upon completion of the Offering (assuming no participation by the Directors and executive Officers in the Offering). Additional biographical information for each member of the Board and the executive Officers of the Company is set out below.

Patrick Evans, age 65 – President, Chief Executive Officer and Director

Patrick Evans is a senior mining executive having previously served as CEO of Dominion Diamond Mines, Mountain Province Diamonds, Kennady Diamonds, Norsemont Mining (acquired by Hudbay Minerals), Weda Bay Minerals (acquired by Eramet S.A.), Southern Platinum (acquired by Lonmin PLC), Messina Platinum and SouthernEra Resources. Mr. Evans was also Vice President of Placer Dome Inc. and currently serves as chairman of Pan Global Resources and Mirasol Resources. Mr. Evans is a graduate of the University of Cape Town and served as Consul-General of South Africa to Canada (1994-1998).

Mr. Evans will dedicate approximately 80% of his time to the affairs of the Company. Mr. Evans is not party to any non-competition agreement with the Company.

Justin Byrd, age 31 – Chief Financial Officer and Secretary

Justin Byrd is an experienced finance professional with a Master of Science in Economics and Finance and a Master of Business Administration. His public company experience was with Monsanto Company (acquired by Bayer AG in 2016) where he held progressively senior finance positions over six years. Mr. Byrd also held a senior finance position in a private company before joining the Company as Chief Financial Officer and Secretary.

Mr. Byrd will dedicate approximately 90% of his time to the affairs of the Company. Mr. Byrd is not party to any non-competition agreement with the Company.

Howard Bird, age 59 – Vice President Exploration

Howard Bird is a professional geologist with more than 30 years of experience in mineral exploration, mine development and operations. He previously served as Senior Vice President of Exploration at Brigus Gold, SouthernEra Resources and Southern Platinum. He also served as Vice President Exploration at Antler Gold and Battle North Gold.

Mr. Bird will dedicate approximately 90% of his time to the affairs of the Company. Mr. Bird is not party to any noncompetition agreement with the Company.

Ron Clayton, age 62 – Director

Ron Clayton is an experienced mining executive with over 40 years in the business and is currently President and CEO of 1911 Gold Corp. an exploration and development company focused in Manitoba. Prior to that, Mr. Clayton was President, Chief Executive Officer and a Director of Tahoe Resources Inc. until June of 2018. Prior to that, he was Senior Vice President, Operations and the General Manager of several underground mines for Hecla Mining Company. He was also Vice President, Operations with Stillwater Mining Company. In addition, Mr. Clayton has held a number of engineering and operations management positions with the Climax Molybdenum Company and Homestake Mining Company and is currently a Director of Gold Standard Ventures. Mr. Clayton earned his Bachelor of Science Degree in Mining Engineering from the Colorado School of Mines.

Mr. Clayton will dedicate approximately 5% of his time to the affairs of the Company. Mr. Clayton is not party to any non-competition or confidentiality agreement with the Company.

Harry Pokrandt, age 60 – Director

Harry Pokrandt is a current director of Kore Mining Ltd and Blockhead Technologies. Previously he was managing director of Macquarie Capital Markets Canada Ltd. (formerly, Orion Securities Inc.) from 1985 to 2015 and former CEO of HIVE Blockchain Technologies Ltd. He was a director of Sandspring Resources Ltd. (now Gold-X Mining Corp.), a director of Lithium X Energy Corp. prior to its sale, Fiore Exploration Ltd. and BQ Metals Corp (now BeMetals Corp.).

Mr. Pokrandt will dedicate approximately 5% of his time to the affairs of the Company. Mr. Pokrandt is not party to any non-competition or confidentiality agreement with the Company.

Christopher Reynolds, age 56 – Director

Christopher Reynolds has over 30 years of mineral industry and public accounting experience and is currently Vice President, Finance and Chief Financial Officer of Seabridge Gold Inc., a TSX and NYSE listed corporation, a position he has held since 2011. From 2007 to 2011, Mr. Reynolds served as Vice President, Finance and Chief Financial Officer of Norsemont Mining Inc. until its purchase by Hudbay Minerals Inc. Prior to 2007, he served as Senior Vice President, CFO and Secretary of SouthernEra Diamonds Inc. and held various finance and accounting positions at Southern Platinum Corp., TVX Gold Inc., Inmet Mining Corporation and Price Waterhouse, now PricewaterhouseCoopers. Mr. Reynolds is currently a director of Paramount Gold Nevada Corp., a NYSE American listed company and served as a director of Paramount Gold and Silver Corp. until its merger with Coeur Mining, Inc. and of Arizona Star Resource Corp. until its purchase by Barrick Gold Corporation. Mr. Reynolds is a CPA, CGA and holds a B.A. (Economics) from McGill University.

Mr. Reynolds will dedicate approximately 5% of his time to the affairs of the Company. Mr. Reynolds is not party to any non-competition or confidentiality agreement with the Company.

Sean Pi, age 31 – Director

Sean Pi is a Principal Investor at a New York-based commodity private equity fund. Previously, Sean was an investment banker at Evercore Partners, primarily covering diversified industrial companies, and started his career with the same coverage at Wells Fargo. Mr. Pi holds a bachelor's degree in economics from Princeton University and is a Chartered Financial Analyst charterholder.

Mr. Pi will dedicate approximately 5% of his time to the affairs of the Company. Mr. Pi is not party to any noncompetition or confidentiality agreement with the Company.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

None of the Company's Directors, Officers or Promoters is, as at the date of this Prospectus, or has been within the ten years before the date of this Prospectus, a director, CEO, CFO or Promoter of any company (including the Company) that was subject to one of the following orders, that was in effect for a period of more than 30 consecutive days:

• (a) a cease trade order, an order similar to a cease trade order or an order that denied the company access to any exemption under securities legislation that was issued while the director, CEO or CFO was acting in the capacity as director, CEO or CFO; or
• (b) a cease trade order, an order similar to a cease trade order or an order that denied the company access to any exemption under securities legislation that was issued after the director or executive officer ceased to be a director, CEO or CFO and which resulted from an event that occurred while that person was acting in the capacity as director, CEO or CFO.

None of the Company's Directors, Officers, Promoters or shareholders holding a sufficient number of securities to materially affect control of the Company:

• (a) is, as at the date of this Prospectus, or has been within the ten years before the date of this Prospectus, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets;
• (b) has, within the ten years before the date of this Prospectus, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or the shareholder; or
• (c) has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority or has been subject to any other penalties or sanctions imposed by a court or a regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

Conflicts of Interest

Some of the Directors and Officers of the Company are or may be engaged in business activities on their own behalf and on behalf of other companies and situations may arise where some of the Directors or Officers may be in potential conflict of interest with the Company. Conflicts, if any, will be subject to the procedures and remedies under the Business Corporations Act (British Columbia).

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

Indebtedness of Directors and Executive Officers

As at the date of this Prospectus, there was no indebtedness outstanding of any current or former Director, executive Officer or Employee which is owing to the Company or to another entity which is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company, entered into in connection with a purchase of securities or otherwise.

No individual who is, or at any time during the most recently completed financial year was, a Director or executive Officer of the Company and no associate of such persons:

• (a) is or at any time since the beginning of the most recently completed financial year has been, indebted to the Company; or
• (b) whose indebtedness to another entity is, or at any time since the beginning of the most recently completed financial year has been, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company, whether in relation to a securities purchase program or other program or otherwise.

EXECUTIVE COMPENSATION

The Company was not a reporting issuer at any time during the most recently completed financial period. As a result, certain information required by Form 51-102F6V has been omitted pursuant to Section 1.3(8) of Form 51-102F6V.

Securities legislation requires the disclosure of the compensation received by each Named Executive Officer of the Company. As of the date of this Prospectus, the Company has the following Named Executed Officers:

• Patrick Evans, President and CEO.
• Justin Byrd, CFO and Secretary.
• Howard Bird, Vice President Exploration.

Compensation Discussion & Analysis

Philosophy

The Company has established a compensation committee (the "Compensation Committee") which makes recommendations to the Board regarding compensation to be paid or awarded to its Named Executive Officers. In making its recommendations, the Compensation Committee considers the Company's size and stage of development, and ensures that compensation reflects to the need to provide incentive and compensation for the time and effort expended by the Named Executive Officers, while taking into account the financial and other resources of the Company, as well as increasing shareholder value. The Company is a private junior mineral exploration company without revenue and therefore certain compensation factors were considered and not included within the compensation structure and philosophy. Some of the factors not considered were target share ownership guidelines, pension plans, specific target weightings and percentage of compensation at risk.

The Company's executive compensation program consists of a combination of base salary and long-term incentives in the form of participation in the Option Plan. In making determinations regarding the various elements of executive compensation, the Company will seek to meet the following requirements:

• incentivize extraordinary performance from key personnel;
• attract, retain and motivate talented executives; and
• align the interests of Named Executive Officers with the interests of the Company's shareholders.

In determining compensation, the Company does not use a peer group.

Base Salary

The base salary for each executive is established by the Board, on the recommendation of the Compensation Committee, based on the position held, the related responsibilities and functions performed by the executive and salary ranges for similar positions in comparable companies. Individual and corporate performance will also be taken into account in determining base salary levels for executives.

Option-based Awards

The Company believes that encouraging its Directors and Officers to become shareholders is the best way of aligning their interests with those of its shareholders. Equity participation is accomplished through the Option Plan. The Options will be granted to Directors and Officers taking into account a number of factors, including base salary, bonuses and certain competitive factors.

The Options component of compensation provided by the Company is intended to advance the interests of the Company by encouraging the Directors and Officers to acquire Common Shares, thereby increasing their proprietary interest in the Company, encouraging them to remain associated with the Company and furnishing them with an additional incentive in their efforts on behalf of the Company in the conduct of its affairs. Grants under the Option Plan are intended to provide long term awards linked directly to the market value performance of the Company's Common Shares. The Board will review management's recommendations for the granting of Options to Directors and Officers. Options are granted according to the specific level of responsibility of the particular executive. The number of outstanding Options is also considered by the Board when determining the number of Options to be granted in any particular year due to the limited number of Options which are available for grant under the Option Plan.

Compensation Risk Assessment and Mitigation

In making its compensation-related decisions, the Compensation Committee and Board carefully consider the risks implicitly or explicitly connected to such decisions. These risks include: the risks associated with employing executives who are lack the required experience, education and knowledge; the risk of losing capable but undercompensated executives; and the financial risks connected to the Company's operations, of which executive compensation is an important part.

In adopting the compensation philosophy described above, the principal risks identified by the Company are: (i) that the Company will be forced to raise additional funding (causing dilution to shareholders) in order to attract and retain the calibre of executive employees that it seeks; and (ii) that the Company will have insufficient funding to achieve its objectives.

There are no restrictions on Named Executive Officers or Directors regarding the purchase of financial instruments, including prepaid variable forward contracts, equity swaps, collars or units of exchange funds that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the Named Executive Officers or Directors. For the year ended December 31, 2019, no Named Executive Officer or Director, directly or indirectly, employed a strategy to hedge or offset a decrease in market value of equity securities granted as compensation or held.

Recent Significant Changes to the Company's Compensation Policies

There have been no significant changes to the Company's compensation policies from July 30, 2019 (date of incorporation) to December 31, 2019 that could or will have an effect on Director or Named Executive Officer compensation.

Director and Named Executive Officer Compensation, Excluding Compensation Securities

Table of Compensation Excluding Compensation Securities

The following table provides a summary of the compensation to be paid to Named Executive Officers and Directors for the 12-month period subsequent to the Company becoming a reporting issuer:

	Table of Compensation Excluding Compensation Securities
Name and position	Year	Salary, consulting fee, retainer or commission (\$)	Bonus (\$)	Committee or meeting fees (\$)	Value of perquisites (\$)	Value of all other compensation (\$)	Total compensation (\$)
Patrick Evans(1) President and CEO	2021	250,000	250,000	Nil	Nil	40,000	540,000
Justin Byrd(2) CFO and Secretary	2021	125,000	62,500	Nil	Nil	10,000	197,500
Howard Bird(3) Vice President Exploration	2021	220,000	165,000	Nil	Nil	10,000	395,000
Ron Clayton(4) Director	2021	20,000	Nil	Nil	Nil	Nil	20,000
Harry Pokrandt(5) Director	2021	30,000	Nil	Nil	Nil	Nil	30,000
Christopher Reynolds(6) Director	2021	25,000	Nil	Nil	Nil	Nil	25,000
Sean Pi(7) Director	2021	20,000	Nil	Nil	Nil	Nil	20,000

Notes:

(1) Patrick Evans was appointed President and CEO of the Company on August 12, 2020.

(2) Justin Byrd was appointed CFO and Secretary of the Company on November 1, 2020.

(3) Howard Bird was appointed Vice President Exploration of the Company on December 1, 2020.

(4) Ron Clayton was appointed as a Director on November 10, 2020.

(5) Harry Pokrandt was appointed as a Director on November 10, 2020.

(6) Christopher Reynolds was appointed as a Director on November 10, 2020.

(7) Sean Pi was appointed as a Director on April 8, 2020.

Options and Other Compensation Securities

Table of Compensation Securities

The following table provides a summary of the compensation securities to be paid to Named Executive Officers and Directors for the 12-month period subsequent to the Company becoming a reporting issuer:

Name and position	Type of compensation security	Number of compensation securities, number of underlying securities, and percentage of class(1)	Date of issue or grant	Issue, conversion or exercise price	Expiry date
Patrick Evans President and CEO	Options	1,500,000 1,500,000 Common Shares	December 31, 2020	\$0.47	December 31, 2030

		(41.1%)
Justin Byrd CFO and Secretary	Options	200,000 200,000 Common Shares (5.5%)	December 31, 2020	\$0.47	December 31, 2030
Howard Bird Vice President Exploration	Options	500,000 500,000 Common Shares (13.7%)	December 31, 2020	\$0.47	December 31, 2030
Ron Clayton Director	Options	200,000 200,000 Common Shares (5.5%)	December 31, 2020	\$0.47	December 31, 2030
Harry Pokrandt Director	Options	200,000 200,000 Common Shares (5.5%)	December 31, 2020	\$0.47	December 31, 2030
Christopher Reynolds Director	Options	200,000 200,000 Common Shares (5.5%)	December 31, 2020	\$0.47	December 31, 2030
Sean Pi Director	Options	200,000 200,000 Common Shares (5.5%)	December 31, 2020	\$0.47	December 31, 2030

Notes:

(1) Based on 3,650,000 Options issued and outstanding.

Exercises of Compensation Securities by Named Executive Officers and Directors

No compensation securities were exercised by the Directors and Named Executive Officers of the Company from July 30, 2019 (date of incorporation) to December 31, 2019.

Stock Option Plans and Other Incentive Plans

See "Options to Purchase Securities".

Employment, Consulting and Management Agreements

Except as disclosed below, the Company is not party to any other employment, consulting or management agreement with a Named Executive Officer or a person performing services of a similar capacity and there are no arrangements for compensation with respect to the termination of Named Executive Officers in the event of a change of control.

The Company is party to an employment agreement with Patrick Evans, the Company's CEO and President, dated August 12, 2020 (the "Evans Employment Agreement"). Pursuant to the terms of the Evans Employment Agreement, the Company pays Mr. Evans an annual base salary of \$250,000 ("CEO Base Salary") payable in monthly installments. Based on performance criteria agreed to between the Company and Mr. Evans, Mr. Evans may earn an annual bonus of up to 100% of CEO Base Salary.

Mr. Evans may terminate the Evans Employment Agreement at any time by providing the Company with 60 days' written notice. In the event the Company terminates Mr. Evans for any reason other than cause, Mr. Evans is entitled to severance equal to 12 months' CEO Base Salary plus an amount equal to the previous year's bonus, and, if no previous year's bonus was paid, he is entitled to severance equal to 18 months' CEO Base Salary. If Mr. Evans is terminated for cause he is not entitled to any severance other than as required by law. In the event the Company undergoes a change of control, Mr. Evans may elect to terminate the Evans Employment Agreement and he is entitled to an amount equal to 24 months' CEO Base Salary.

The Company is party to a consulting services agreement with Justin Byrd, the Company's CFO and Corporate Secretary, dated November 1, 2020 (the "Byrd Agreement"). Pursuant to the terms of the Byrd Agreement, the Company pays Justin Byrd an annual base salary of \$125,000 ("CFO Base Salary") payable in monthly installments. Based on performance criteria agreed to between the Company and Mr. Byrd, Mr. Byrd may earn an annual bonus of up to 50% of CFO Base Salary.

Mr. Byrd may terminate the Byrd Agreement at any time by providing the Company with 30 days' written notice. In the event the Company terminates Mr. Byrd for any reason other than cause, Mr. Byrd is entitled to severance equal to 12 months' CFO Base Salary. If Mr. Byrd is terminated for cause he is not entitled to any severance other than as required by law. In the event the Company undergoes a change of control, Mr. Byrd may elect to terminate the Byrd Agreement and he is entitled to an amount equal to 24 months' CFO Base Salary.

The Company is also party to an employment agreement with Howard Bird, the Company's Vice President Exploration, dated November 30, 2020 (the "Bird Employment Agreement"). Pursuant to the terms of the Bird Employment Agreement, the Company pays Howard Bird an annual base salary of \$220,000 ("Vice President Base Salary") payable in monthly installments. Based on performance criteria agreed to between the Company and Mr. Bird, Mr. Bird may earn an annual bonus of up to 75% of Vice President Base Salary.

Mr. Bird may terminate the Bird Employment Agreement at any time by providing the Company with 30 days' written notice. In the event the Company terminates Mr. Bird for any reason other than cause, Mr. Bird is entitled to severance equal to 12 months' Vice President Base Salary. If Mr. Bird is terminated for cause he is not entitled to any severance other than as required by law. In the event the Company undergoes a change of control, Mr. Bird may elect to terminate the Bird Employment Agreement and he is entitled to an amount equal to 24 months' Vice President Base Salary

Pension Plan Benefits

The Company does not provide retirement benefits for Directors or Officers.

Compensation of Directors

See "Director and Named Executive Officer Compensation, Excluding Compensation Securities."

AUDIT COMMITTEE

Audit Committee Charter

A copy of the Audit Committee's charter is attached hereto as Schedule "E". The purpose of the Audit Committee is to assist the Board in its oversight of the quality and integrity of the accounting, auditing, reporting practices, systems of internal accounting and financial controls, the annual independent audit of the Company's financial statements, and the legal compliance and ethics programs of the Company as established by management.

Composition of the Audit Committee

The members of the Company's Audit Committee are:

Sean Pi	Not Independent(1)	Financially Literate(2)
Christopher Reynolds(3)	Independent(1)	Financially Literate(2)
Harry Pokrandt	Independent(1)	Financially Literate(2)

Notes:

⁽¹⁾ A member of an audit committee is independent if the member has no direct or indirect material relationship with the Company, which could, in the view of the Board, reasonably interfere with the exercise of a member's independent judgment.

⁽²⁾ An individual is financially literate if he has the ability to read and understand a set of financial statements that present a breadth of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company's financial statements.

⁽³⁾ Chair of the Audit Committee.

Relevant Education and Experience

Mr. Pi gained financial literacy through his experience as an investment banker and as a Principal Investor with a private equity fund. Mr. Reynolds and Mr. Pokrandt gained financial literacy through their experience serving as directors of several mining and mineral exploration companies and serving on numerous other audit committees. In these positions, such members were responsible for receiving financial information relating to those companies and obtaining an understanding of the balance sheet, income statement and statement of cash flows and how these statements are integral in assessing the financial position of those companies and their operating results. The financial education and experience of each member of the Audit Committee relevant to the performance of his duties as a member of the Audit Committee is set out below.

Sean Pi

Sean Pi is a Principal Investor at a New York-based commodity private equity fund. Previously, Mr. Pi was an investment banker at Evercore Partners, primarily covering diversified industrial companies, and started his career with the same coverage at Wells Fargo. Mr. Pi holds a bachelor's degree in economics from Princeton University and is a Chartered Financial Analyst charterholder.

Christopher Reynolds

Christopher Reynolds has over 30 years of mineral industry and public accounting experience and is currently Vice President, Finance and Chief Financial Officer of Seabridge Gold Inc., a TSX and NYSE listed corporation, a position he has held since 2011. From 2007 to 2011, Mr. Reynolds served as Vice President, Finance and Chief Financial Officer of Norsemont Mining Inc. until its purchase by Hudbay Minerals Inc. Prior to 2007, he served as Senior Vice President, CFO and Secretary of SouthernEra Diamonds Inc. and held various finance and accounting positions at Southern Platinum Corp., TVX Gold Inc., Inmet Mining Corporation and Price Waterhouse, now PricewaterhouseCoopers. Mr. Reynolds is currently a director of Paramount Gold Nevada Corp., a NYSE American listed company and served as a director of Paramount Gold and Silver Corp. until its merger with Coeur Mining, Inc. and of Arizona Star Resource Corp., until its purchase by Barrick Gold Corporation. Mr. Reynolds is a CPA, CGA and holds a B.A. (Economics) from McGill University.

Harry Pokrandt

Harry Pokrandt is currently a director of Kore Mining Ltd and Blockhead Technologies. Previously he was managing director of Macquarie Capital Markets Canada Ltd. (formerly, Orion Securities Inc.) from 1985 to 2015 and former CEO of HIVE Blockchain Technologies Ltd. He was a director of Sandspring Resources Ltd. (now GLD-X Mining), a director of Lithium X Energy Corp. prior to its sale, Fiore Exploration Ltd. and BQ Metals Corp (now BeMetals Corp.).

Pursuant to NI 52-110, the Audit Committee must approve in advance all non-audit services to be provided to the Company by the external auditor. The Audit Committee has not adopted any specific policies and procedures for the engagement of non-audit services except as contained in its charter. At no time since the Company's incorporation has the Company retained its external auditor to provide any non-audit services to the Company.

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.

Pre-Approval Policies and Procedures

The Audit Committee has not adopted any specific policies and procedures for the engagement of non-audit services except as contained in its charter. Subject to requirements of NI 52-110, the engagement of non-audit services is considered on case by case basis. At no time since the Company's inception has the Company retained its external auditor to provide any non-audit services to the Company.

External Auditor Service Fees

To date the Company has not been billed by its external auditors. The estimated aggregate fees to be billed to the Company by its external auditors for audit fees for the periods indicated are as follows:

Financial Period	Audit Fees(1)	Audit- Related Fees(2)	Tax Fees(3)	All other Fees(4)
From July 30, 2019 (date of incorporation) to December 31, 2019	\$13,000	Nil	\$1,500	Nil
Nine Months Ended September 30, 2020	Nil	\$10,500	Nil	Nil

Notes:

(1) "Audit Fees" include fees necessary to perform the annual audit and quarterly reviews of the Company's financial statements. Audit Fees include fees for review of tax provisions and for accounting consultations on matters reflected in the financial statements. Audit Fees also include audit or other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings and statutory audits.

(2) "Audit-Related Fees" include services that are traditionally performed by the auditor. These audit-related services include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation.

(3) "Tax Fees" include fees for all tax services other than those included in "Audit Fees" and "Audit-Related Fees". This category includes fees for tax compliance, tax planning and tax advice. Tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions and requests for rulings or technical advice from tax authorities.

(4) "All Other Fees" include all other non-audit services.

Reliance on Certain Exemptions

The Company is relying on the exemption in section 6.1 of NI 52-110, which exempts venture issuers, as defined in NI 52-110, from certain composition requirements of the Audit Committee and certain reporting obligations under NI 52-110.

COMPENSATION COMMITTEE

A copy of the Compensation Committee's charter is attached hereto as Schedule "F". The purpose of the Compensation Committee is to assist the Board in fulfilling its oversight responsibilities for: (i) executive compensation (including philosophy and programs); (ii) management development and succession planning; (iii) Board compensation; and (iv) broadly applicable compensation and benefit programs.

The Compensation Committee consists of three members: Ron Clayton (Chair), Christopher Reynolds and Harry Pokrandt. Each of the Compensation Committee members are considered independent pursuant to NI 52-110. Each member of the Compensation Committee has business and other experience which is relevant to their position as a member of the Compensation Committee. By virtue of having differing professional backgrounds, business experience, knowledge of the Company's industry, knowledge of corporate governance practices and, where appropriate, service on compensation committees of other reporting issuers and experience interacting with external consultants and advisors, the members of the Compensation Committee are able to make decisions on the suitability of the Company's compensation policies and practices. See "Directors and Executive Officers" for a description of each Compensation Committee members experience and education.

While the Board is ultimately responsible for determining all forms of compensation to be awarded to executive officers and directors, the Compensation Committee will, when appropriate, review the Company's compensation philosophy, policies, plans and guidelines and recommend any changes to the Board. See "Executive Compensation" for a discussion of, among other things, the process by which the Compensation Committee in collaboration with the Board determines the compensation of the Company's directors and officers.

CORPORATE GOVERNANCE

The Canadian securities regulatory authorities have issued corporate governance guidelines pursuant to the Corporate Governance Guidelines, together with certain related disclosure requirements pursuant to NI 58-101. The Corporate Governance Guidelines are recommended as "best practices" for issuers to follow. The Company recognizes that good corporate governance plays an important role in its overall success and in enhancing shareholder value and, accordingly, has adopted certain corporate governance practices which are reflective of the recommended Corporate Governance Guidelines. Set out below is a description of the Company's approach to corporate governance.

Board of Directors

The Board is comprised of five Directors. Patrick Evans and Sean Pi are not independent Directors within the meaning of NI 58-101 because Patrick Evans also acts as an Officer of the Company and because Sean Pi holds 8,008,619 Common Shares representing 11.86% of the issued and outstanding Common Shares as of the date hereof. Ron Clayton, Harry Pokrandt and Christopher Reynolds are independent Directors within the meaning of NI 58-101.

Outside Directorships

The following Directors are also presently directors of other reporting issuers (or equivalent) in a jurisdiction or a foreign jurisdiction as follows:

Director	Name of Reporting Issuer	Position	Exchange or Market	From	To
Patrick Evans	Pan Global Resources Inc.	Chairman	TSXV	January 2018	Present
	Mirasol Resources Ltd.	Chairman	TSXV	August 2016	Present
	Mountain Province Diamonds Inc.	CEO	TSX	August 2005	June 2017
	Kennady Diamonds Inc.	CEO	TSXV	July 2012	October 2015
	VMS Ventures Inc.	Director	TSXV	July 2015	April 2016
	Camphor Ventures Inc.	CEO	TSXV	April 2007	July 2017
	Norsemont Mining Inc.	CEO	TSX	July 2007	October 2015
	Anvil Mining Ltd.	Director	TSX	April 2009	February 2012
	Archon Minerals Limited	Director	TSXV	June 2015	January 2018
	Indico Resources Ltd.	Director	TSXV	October 2012	December 2014
Ron Clayton	Tahoe Resources Inc.	COO, CEO and President	TSX	April 2010	June 2018
	Hecla Mining Corp.	VP of Operations	NYSE	October 2002	April 2010
	Gold Standard Ventures Corp.	Director	TSX	January 2018	Present
	Silver Elephant Mining Company	Director	TSXV	December 2019	July 2020
	1911 Gold Corporation	President, CEO and Director	TSXV	December 2018	Present
Harry Pokrandt	Gold-X Mining Corp. (formerly Sandspring Resources Ltd.)	Director	TSXV	September 2015	November 2019
	HIVE Blockchain Technologies Ltd.	CEO	TSXV	June 2017	August 2018
	BeMetals Corp. (formerly BQ Metals Corp.)	CEO	TSXV	December 2016	February 2018
	Kore Mining Ltd.	Director	TSXV	October 2018	Present
	Lithium X Energy Corp.	Director	TSXV	November 2015	March 2018
	Fiore Exploration Ltd.	Director	TSXV	July 2016	September 2017
Christopher Reynolds	Seabridge Gold Inc.	CFO and VP of Finance	TSX	May 2011	Present

	Paramount Gold Nevada Corp.	Director	NYSE	May 2015	Present
	Paramount Gold and Silver Corp.	Director	NYSE	December 2009	May 2015
	Norsemont Mining Inc.	CFO and VP of Finance	TSX	October 2007	May 2011
Howard Bird	Brigus Gold Corp.	VP Exploration	TSXV	February 2008	March 2014
	Battle North Gold Corporation	VP Exploration	TSXV	July 2014	November 2016
	Antler Gold Inc.	VP Exploration	TSXV	November 2016	November 2018

Orientation and Continuing Education

New Directors are briefed on strategic plans, short, medium and long-term corporate objectives, business risks and mitigation strategies, Corporate Governance Guidelines and existing Company policies. However, there is no formal orientation for new members of the Board, and this is considered to be appropriate, given the Company's size and current limited operations.

The skills and knowledge of the Board as a whole is such that no formal continuing education process is currently deemed required. The Board is comprised of individuals with varying backgrounds, who have, both collectively and individually, extensive experience in running and managing public companies. Board members are encouraged to communicate with management, the auditor and technical consultants to keep themselves current with industry trends and developments and changes in legislation, with management's assistance. Board members have full access to the Company's records.

Ethical Business Conduct

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

Under corporate legislation, a Director is required to act honestly and in good faith with a view to the best interests of the Company and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances, and disclose to the Board the nature and extent of any interest of such director in any material contract or material transaction, whether made or proposed to be made, if the Director is a party to the contract or transaction, is a Director or Officer (or an individual acting in a similar capacity) of a party to the contract or transaction or has a material interest in a party to the contract or transaction. The Director must then abstain from voting on the contract or transaction unless the contract or transaction: (i) relates primarily to their remuneration as a Director, Officer, Employee or agent of the Company or an affiliate of the Company; (ii) is for indemnity or insurance for the benefit of the in connection with the Company; or (iii) is with an affiliate of the Company. If the director abstains from voting after disclosure of their interest, the Directors approve the contract or transaction and the contract or transaction was reasonable and fair to the Company at the time it was entered into, then the contract or transaction is not invalid and the Director is not accountable to the Company for any profit realized from the contract or transaction. Otherwise, the Director must have acted honestly and in good faith, the contract or transaction must have been reasonable and fair to the Company and the contract or transaction must be approved by the shareholders by a special resolution after receiving full disclosure of its terms in order for the Director to avoid liability or the contract or transaction being found invalid.

Nomination of Directors

The Company has established a corporate governance committee (the "Corporate Governance Committee"), comprised of three members: Sean Pi (Chair), Ron Clayton and Christopher Reynolds. A copy of the Corporate Governance Committee's charter is attached hereto as Schedule "G".

In fulfilling its oversight responsibilities for the nominations to the Board, the Corporate Governance Committee shall: (i) establish criteria for selecting new Directors which shall reflect, among other facts, a candidate's integrity and business ethics, strength of character, judgment, experience and independence, as well as factors relating to the composition of the Board, including its size and structure, the relative strengths and experience of current Board members and principles of diversity; (ii) consider and recruit candidates to fill new positions on the Board; (iii) review any candidate recommended by the shareholders of the Company; (iv) be responsible for conducting appropriate inquiries to establish a candidate's compliance with the independent and other qualification requirements established by the Corporate Governance Committee; (v) assess the contributions of current Directors in connection with the annual recommendation of a slate of nominees and at that time review the criteria for Board candidates in the context of the evaluation process and other perceived needs of the Board; and (vi) recommend the Director nominees for election by the shareholders.

Compensation

Compensation matters are currently determined by the Board upon the recommendation of the Compensation Committee. See "Executive Compensation."

Other Board Committees

The Board has no other committees other than the Audit Committee, the Compensation Committee and the Corporate Governance Committee.

Assessments

Pursuant to the Corporate Governance Committee Charter, in discharging its oversight responsibilities for the performance review of the Board, committees and Directors, the Corporate Governance Committee shall: (i) evaluate the performance of the Board on an annual basis; (ii) solicit comments from all Directors and report annually to the Board on its assessment of the Board's performance; and (iii) evaluate the performance of individual Directors and committees of the Board on a periodic basis.

PLAN OF DISTRIBUTION

Pursuant to the Underwriting Agreement between the Company and the Underwriters, the Company has agreed to sell and the Underwriters have severally agreed to purchase, subject to prior sale, on a fully-marketed underwritten basis, on the Closing Date, subject to the terms and conditions of the Underwriting Agreement, at a price of \$1.85 per Common Share and \$2.62 per FT Share for an aggregate gross proceeds of \$17,572,970, less the Underwriters' Commission and the other fees and expenses of the Underwriters, payable in cash against delivery of certificate(s) representing the Common Shares and FT Shares.

The obligations of the Underwriters are conditional and may be terminated at any time before the Closing Date at the discretion of the Underwriters on the basis of its assessment of the state of the financial markets and may also be terminated upon the occurrence of certain stated events, including "material change out" and "disaster out", among others. The Underwriters are however required to take up and pay for all of the Offered Securities, if any, purchased under the Underwriting Agreement. The Offering Price and FT Price was determined by arm's length negotiation between the Company and the Underwriters.

Pursuant to the Underwriting Agreement, the Company has agreed to pay to the Underwriters a cash commission equal to 6.0% of the aggregate gross proceeds of the Offering, excluding certain orders made by purchasers on the president's list, in consideration for its services in connection with the Offering. The Company has also agreed to pay all reasonable expenses and fees incurred by the Underwriters in connection with the Offering, including the reasonable fees and disbursements of the Underwriters' legal counsel. The Underwriters' Commission, together with all other expenses of the Offering, will be paid by the Company out of the proceeds of the Offering.

The Company has granted to the Underwriters an Over-Allotment Option exercisable for a period of 30 days after and including the Closing Date to sell up to an additional 1,191,900 Common Shares (representing 15% of the Common Shares and FT Shares offered under this Prospectus) at the Offering Price to cover over allocations, if any. The Company will pay the respective Underwriters' Commission in respect of the Additional Shares sold thereby under the Over-Allotment Option if the Over-Allotment Option is exercised. If the Over-Allotment Option is exercised in full, the total Underwriters' Commission and net proceeds to the Company before deducting other expenses of the Offering will be \$● and \$●, respectively.

The following table sets forth the number of securities issuable under the Over-Allotment Option:

	Number of Securities
Underwriters' Position	Available	Exercise Period	Offering Price
Over-Allotment Option	1,191,900 Common Shares	30 days after and including the Closing Date	\$1.85

Upon completion of the Offering, assuming there has been no exercise of the Over-Allotment Option, the Company expects to have a total of 75,457,485 Common Shares, including the FT Shares, issued and outstanding on a nondiluted basis and, if the Over-Allotment Option is exercised in full, a total of 76,649,385 Common Shares, including the FT Shares, issued and outstanding on a non-diluted basis.

This Prospectus qualifies the grant of the Over-Allotment Option and the distribution of up to 1,191,900 Common Shares to be sold by the Company upon exercise of the Over-Allotment Option. A purchaser who acquires Additional Shares forming part of the Underwriters' over-allocation position acquires those Additional Shares under this Prospectus, regardless of whether the position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases.

This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States or to, or for the account or benefit of, any U.S. persons or any persons in the United States. The Offered Securities have not been and will not be registered under the 1933 Act or any state securities laws, and may not be offered or sold within the United States or to, or for the account or benefit of, any U.S. persons or any persons in the United States, except in transactions exempt from the registration requirements of the 1933 Act and applicable state securities laws.

Each of the Underwriters has agreed that it (or such U.S. broker-dealer affiliates of the Underwriters that conduct offers and sales in the United States on the Company's behalf) will not offer or sell the Offered Securities on the Company's behalf within the United States or to, or for the account or benefit of, U.S. persons or persons in the United States, except in accordance with the Underwriting Agreement. The Underwriting Agreement provides that offers and sales of the Offered Securities may be made in the United States or to U.S. persons only pursuant to exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws. In particular, the Underwriting Agreement provides that an Underwriter, through its U.S. broker-dealer affiliate(s), may offer and sell the Offered Securities on the Company's behalf within the United States or to U.S. persons only to investors who are "accredited investors", as defined in Rule 501(a) of Regulation D of the 1933 Act, provided such offers and sales are made in accordance with Rule 506(b) of Regulation D and/or section 4(a)(2) of the 1933 Act. Moreover, the Underwriting Agreement provides that the Underwriters will offer and sell the Offered Securities outside the United States on the Company's behalf only to non-U.S. persons in accordance with Regulation S under the 1933 Act. The Offered Securities which are sold in the United States or to, or for the account or benefit of, U.S. persons or persons in the United States in reliance on Rule 506(b) of Regulation D under the U.S. Securities Act and/or section 4(a)(2) of the 1933 Act will be "restricted securities" within the meaning of Rule 144 of the 1933 Act, and certificates or other instruments representing such securities will contain a legend to the effect that the securities represented thereby have not been registered under the 1933 Act and may only be offered for sale pursuant to certain exemptions from the registration requirements of the 1933 Act and applicable state securities laws.

In addition, until 40 days after the commencement of this Offering, an offer or sale of the Offered Securities distributed under this Offering within the United States by any dealer (whether or not participating in this Offering) may violate the registration requirements of the 1933 Act if such offer or sale is made otherwise than in accordance with an available exemption from such registration requirements

Subscriptions for Offered Securities offered hereunder will be received subject to rejection or allotment in whole or in part and the Underwriters reserve the right to close the subscription books at any time without notice. Other than

in respect of Offered Securities sold to certain purchasers in the United States and to, or for the account or benefit of, certain U.S. persons or certain persons in the United States, which will be represented by individual certificates, it is expected that the Offering will be conducted under the book-based system and the Company will arrange for the instant deposit of the Common Shares to be registered to CDS. Accordingly, a subscriber who purchases Offered Securities will receive a customer confirmation from the Underwriters or a CDS Participant from or through whom Offered Securities are purchased. No beneficial holder of the Offered Securities will receive definitive certificates representing their Offered Securities. CDS will record the CDS Participants who hold the Common Shares on behalf of owners who have purchased or transferred the Common Shares in accordance with the book-based system.

The funds received from the Offering will be deposited with the Underwriters and will not be released until gross proceeds of \$● have been deposited. The Offering will be discontinued in the event that the Offering has not closed on or prior to the date which is ● days after the issuance of a final receipt for this Prospectus, unless an amendment to the final prospectus is filed and a receipt has been issued for such amendment, in which case the Offering will be discontinued in the event that the Offering has not closed on or prior to the date which is ● days from the issuance of a receipt for an amendment to the final prospectus and, in any event, not more than ● days after the issuance of a receipt for the final prospectus. The Closing is expected to occur on such date as may be agreed to by the Company and the Underwriters, but in any event no later than the date that is ● days following the date that a final receipt is issued for the final prospectus (or such later date as the securities regulatory authorities may permit).

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

The Company has agreed to indemnify the Underwriters and each of their subsidiaries and Affiliates and their respective directors, officers, employees, securityholders and agents to the fullest extent of the law from and against any and all expenses, fees, losses, claims, actions, damages, obligations and liabilities of any nature whatsoever (including the reasonable fees and expenses of their respective counsel and other expenses, but not including any amount for lost profits) that are incurred in investigating, defending and/or settling any action, suit, proceeding, investigation or claim that arises out of or are based upon, directly or indirectly, the performance of the services rendered to the Company by the Underwriters in connection with the Underwriting Agreement. This indemnity does not apply to the extent such losses, claims, actions, suits, proceedings, damages, liabilities or expenses as to which indemnification is claimed resulted from the gross negligence, fraud or wilful misconduct of the indemnified party.

The Company has agreed, that until the date which is 90 days after the Closing Date, it will not, without the written consent of the Lead Underwriter, issue, agree to issue or announce an intention to issue, any additional debt, Common Shares or any securities convertible into or exchangeable for Common Shares of the Company except in connection with: (i) the exchange, transfer, conversion or exercise rights of existing outstanding securities or existing commitments to issue securities and/or an arm's length acquisition; (ii) an issuance of Options to Directors, Officers or Employees of the Company; or (iii) an offering of Common Shares of the Company at an issue price that is less than the Offering Price.

The Company has also agreed to use its best efforts to cause its Directors, Officers and such other significant shareholders requested by the Lead Underwriter to enter into an agreement with the Lead Underwriter or the Company pursuant to which each of such individuals will agree not to sell, transfer or pledge, or otherwise dispose of, any securities of the Company until the date which is 180 days after the Closing Date, in each case without the prior written consent of the Lead Underwriter or the Company, as applicable, such consent of the Lead Underwriter (if applicable) not to be unreasonably withheld or delayed.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

The following is, as at the date of this Prospectus, a summary of certain material Canadian federal income tax considerations under the Tax Act generally applicable to an initial purchaser who acquires Common Shares and FT Shares from the Company under the Offering and who, for purposes of the Tax Act and at all relevant times, (i) is or is deemed to be resident in Canada, (ii) deals at arm's length with the Company and the Underwriters, (iii) is not affiliated with the Company, the Underwriters or a subsequent purchaser of the Common Shares or FT Shares, and (iv) acquires and holds the Common Shares and FT Shares as capital property. An initial purchaser who meets all of the foregoing requirements is referred to as a "Holder" in this summary, and this summary only addresses such Holders.

This summary is not applicable to: (i) a Holder that is a "financial institution" (as defined in the Tax Act for the purposes of the "mark-to-market" rules); (ii) a Holder an interest in which is a "tax shelter investment" for the purposes of the Tax Act; (iii) a Holder that makes or has made an election to report its "Canadian tax results" (as defined in the Tax Act) in a currency other than Canadian currency pursuant to section 261 of the Tax Act; (iv) a Holder that is a "specified financial institution" (as defined in the Tax Act); (v) a Holder that is a "principal-business corporation" (as defined in the Tax Act); (vi) a Holder that is a partnership or trust; (vii) a Holder whose business includes trading or dealing in rights, licenses or privileges to explore for, drill for or take minerals, petroleum, natural gas or other related hydrocarbons; (viii) a Holder that has entered, or will enter, into a "derivative forward agreement" (as defined in the Tax Act) with respect to the Common Shares or FT Shares; or (ix) a Holder that is otherwise of special status or in special circumstances. All such Holders should consult their own tax advisors.

This summary does not address the deductibility of interest by a Holder who borrows money to acquire Common Shares or FT Shares. In addition, this summary does not address, anticipate or otherwise take into account any tax considerations in respect of any intended donation of FT Shares as Donated Shares or otherwise, or other follow-on transactions. In the FT Subscription Agreement, the subscriber will represent, warrant and covenant that the subscriber (nor any beneficial purchaser) has not entered into and will not enter into any agreement or arrangement that will cause the FT Shares to be "prescribed shares" for purposes of the Tax Act, and without limiting the generality of the foregoing, if the subscriber or beneficial purchaser is acquiring FT Shares with the intention of donating all or a portion of such FT Shares as Donated Shares or otherwise, or participating in another follow-on transaction, the subscriber and beneficial purchaser acknowledge and confirm that notwithstanding any provision of the FT Subscription Agreement or this Prospectus, they are not relying on the Company (or its counsel) with respect to any tax consequences in respect thereof, including any risk that such transaction may cause the FT Shares to be or become "prescribed shares" for purposes of the Tax Act, and the Company (and its counsel) shall have no liability or obligation in respect thereof. All such subscribers and beneficial purchasers should consult their own tax advisors, and the discussion below is qualified accordingly. See also "Description of Securities Being Distributed – FT Shares".

This summary is based upon the current provisions of the Tax Act in force on the date hereof, all specific proposals (the "Proposed Amendments") 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 and our understanding of the current published administrative policies and assessing practices of the CRA made public prior to the date hereof. This summary assumes that the Proposed Amendments will be enacted in the form proposed, but no assurance can be given that the Proposed Amendments will be enacted in their current proposed form, if at all. Except for the Proposed Amendments, this summary does not otherwise take into account or anticipate any changes in law, whether by legislative, governmental or judicial decision or action, or changes in the administrative or assessing practices and policies of the CRA. In addition, this summary does not take into account other federal, or any provincial, territorial or foreign tax legislation or considerations, which may differ significantly from the Canadian federal income tax considerations discussed in this Prospectus.

This summary assumes that the Company will make all necessary tax filings in respect of the issuance of the FT Shares and the renunciation of CEE in the manner and within the time required by the Tax Act, that the Company will incur or be deemed to incur sufficient qualifying CEE equal to the subscription price for FT Shares to enable it to renounce (and will so renounce) to Holders all of the CEE covenanted to be renounced by the Company pursuant to the FT Subscription Agreement effective on the dates set out therein, that all expenses discussed herein will be reasonable in amount, and that the Company will comply fully with all terms of the FT Subscription Agreements and related provisions of the Tax Act. This summary also assumes that the Company will be a "principal-business corporation" (within the meaning of the Tax Act) at all material times and that the FT Shares, at all relevant times, will be "flowthrough shares" (within the meaning of the Tax Act) and will not be "prescribed shares" for purposes of the definition of "flow-through share" in subsection 66(15) of the Tax Act. No tax ruling or legal opinion has been sought or obtained in respect of these or any assumptions made in this summary. If any of the above assumptions are incorrect, the Company may be unable to renounce some or all of the CEE which it agrees to renounce in the FT Subscription Agreement, the Holder may be adversely affected, and this summary may be inaccurate. The discussion below is qualified accordingly.

This summary is not exhaustive of all possible Canadian federal income tax considerations applicable to a Holder in respect of the transactions described herein. The federal income tax consequences to a particular Holder of an investment hereunder will vary according to a number of factors including (but not limited to) the particular province in which the Holder resides, carries on business or has a permanent establishment, the legal characterization of the Holder as an individual, corporation, trust or partnership, the amount that would be the Holder's taxable income but for an investment in the FT Shares, the length of a Holder's fiscal period and the manner in which the portion of the gross aggregate purchase price for FT Shares is expended.

This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice or representation to any Holder. All prospective purchasers (including Holders as defined above) should consult their own tax advisors with respect to their particular circumstances.

Cost Base

The purchase price of a Common Share or FT Share to a Holder will become a Holder's cost thereof for the purposes of the Tax Act. Such amount must, in general terms, be averaged with the adjusted cost base of all other Common Shares (including FT Shares) held by a Holder as capital property to determine the adjusted cost base of all such shares to the Holder.

For income tax purposes, a FT Share will be deemed to have been acquired by the Holder at a cost of nil. This cost must generally be averaged with the adjusted cost base of all other Common Shares held by the Holder as capital property at the time the FT Share is acquired to determine the Holder's adjusted cost base of all such shares held.

Paid-Up Capital

Under the Tax Act, the Company will be required for tax purposes to reduce the "paid-up capital" (as defined in the Tax Act) of its Common Shares by an amount equal to 50% of the CEE renounced in respect of the FT Shares. The reduction may impact the income tax treatment of certain potential subsequent dealings with the Commons Shares (including FT Shares). These potential implications are not addressed in this summary, and Holders should consult their own tax advisors in this regard.

Disposition of Shares and FT Shares

A disposition or deemed disposition of Common Shares or FT Shares by a Holder will generally give rise to a capital gain (or capital loss) equal to the amount by which the proceeds of disposition, net of any reasonable costs of disposition, exceed (or are exceeded by) such Holder's adjusted cost base of such Common Shares or FT Shares. As noted above, the cost of FT Shares is deemed to be nil for purposes of the Tax Act, and this nil cost is subject to the averaging rules under the Tax Act with respect to all other Common Shares, as generally described above under "Cost Base". The tax treatment of capital gains and capital losses is discussed in greater detail below under "Capital Gains and Capital Losses".

A Holder who disposes of FT Shares will, in general terms, retain the entitlement to receive renunciations of CEE from the Company as described below as well as the ability to deduct any CEE previously deemed to have been incurred by the Holder (subject to the rules applicable to a corporate Holder on an acquisition of control), and a subsequent purchaser of such FT Shares will not be entitled to any renunciations of CEE in respect thereof.

Capital Gains and Capital Losses

Generally, one-half of any capital gain (a "taxable capital gain") realized by a Holder must be included in the income of the Holder for the taxation year in which the disposition occurs. Subject to, and in accordance with, the provisions of the Tax Act, a Holder is required to deduct one-half of a capital loss (an "allowable capital loss") realized by the Holder in a taxation year against taxable capital gains realized in that taxation year. Allowable capital losses for a taxation year in excess of taxable capital gains for that year may be applied to reduce net taxable capital gains realized in the three preceding taxation years or any subsequent taxation year, subject to the provisions and all restrictions of the Tax Act.

The amount of any capital loss realized on the disposition or deemed disposition of Common Shares or FT Shares by a Holder that is a corporation may be reduced by the amount of dividends received or deemed to have been received by it on such shares or shares substituted for such shares to the extent and in the circumstance prescribed by the Tax Act. Similar rules may apply where a corporation is a member of a partnership or a beneficiary of a trust that receives and disposes of Common Shares or FT Shares, directly or indirectly through a partnership or a trust. Affected Holders should consult their own tax advisors in this regard.

A Holder that is throughout its taxation year a "Canadian-controlled private corporation" (as defined in the Tax Act) may be liable to pay an additional tax (refundable in certain circumstances) on its "aggregate investment income" (as defined in the Tax Act) for the year, which will include taxable capital gains.

Dividends

Dividends received or deemed to be received on Common Shares or FT Shares in a taxation year will be included in computing the Holder's income for that year. In the case of a Holder that is an individual (other than certain trusts), such dividends will be subject to the gross-up and dividend tax credit rules normally applicable in respect of taxable dividends received from "taxable Canadian corporations" (as defined in the Tax Act) including the enhanced grossup and dividend tax credit applicable to dividends, if any, that are validly designated in writing by the Company as "eligible dividends". There may be limitations on the ability of the Company to designate dividends as "eligible dividends", and the Company has made no commitments in this regard.

Dividends received by a Holder that is a corporation on Common Shares or FT Shares must be included in computing the Holder's income but generally will be deductible in computing the Holder's taxable income to the extent, under the circumstances and subject to the restrictions provided in the Tax Act. In certain circumstances, subsection 55(2) of the Tax Act will treat a taxable dividend received by a Holder that is a corporation as proceeds of a disposition or a capital gain. Holders that are corporations should consult their own tax advisors regarding their particular circumstances.

A Holder that is a "private corporation" or a "subject corporation" (as such terms are defined in the Tax Act) may be liable to pay a special tax (refundable in certain circumstances) under Part IV of the Tax Act on dividends received or deemed to be received to the extent such dividends are deductible in computing the Holder's taxable income.

Renunciation of CEE in Respect of FT Shares

Subject to certain limitations and restrictions contained in the Tax Act, if the Company incurs certain qualifying CEE pursuant to the FT Subscription Agreement(s), it will be entitled to renounce to an initial Holder of the FT Shares an amount of such CEE equal to the gross aggregate subscription price paid by such Holder for FT Shares, and the CEE so renounced will be deemed to have been incurred by such Holder as CEE on the effective date of the renunciation and will be added to such Holder's "cumulative Canadian exploration expense" ("CCEE") account.

Qualifying CEE so incurred by the Company during 2021 may be renounced to Holders effective December 31, 2021. In addition, the Tax Act contains a "look-back" rule which, if certain conditions are satisfied, may permit the Company to renounce CEE incurred by it in 2022 to the initial Holders of FT Shares effective on December 31, 2021. In other words, where the "look-back" rule applies and appropriate renunciations are made, Holders of FT Shares would be deemed to have incurred the CEE on December 31, 2021 even though the Company may not have incurred the expenditures until 2022. For this "look-back" rule to apply in respect of CEE incurred in 2022, (i) a FT Subscription Agreement must have been entered into in writing in 2021; (ii) the Holder must have paid the consideration in money for the FT Shares before the end of the 2021 year, (iii) the CEE incurred must consist of certain types of expenses specified in paragraph 66(12.66)(b) of the Tax Act; (iv) the Holder must deal at "arm's length" with the Company throughout 2022 and at all relevant times for purposes of the Tax Act; and (v) the Company must renounce the CEE to the Holder in either January, February, or March of 2022.

In the event that the Company does not incur sufficient CEE on or before December 31, 2021 or does not incur and renounce on a timely basis the appropriate CEE under the "look-back" rule in 2022, in an amount at least equal to the amounts to be renounced with respect to the FT Shares to Holders, the Company will be required to reduce the amount of CEE renounced to the Holders and the Holders' income tax returns for the years in which the CEE was claimed will be reassessed accordingly. The consequences to Holders where the Company does not incur and renounce all CEE on a timely basis as per the FT Subscription Agreements is not further addressed or considered in this summary, and Holders should consult their own tax advisors in this regard. See also "Description of Securities Being Distributed – FT Shares" for a summary of certain relevant commitments of the Company, and certain relevant representations, warranties and covenants of subscribers in this regard.

CEE deemed to have been incurred by a Holder under the Tax Act will be added to the CCEE account of such Holder. A Holder may deduct in computing income from all sources for a taxation year such amount as may be claimed not exceeding 100% of the balance in the Holder's CCEE account at the end of taxation year. Deductions claimed by the Holder reduce the Holder's CCEE account, and the CCEE account is subject to certain other adjustments under the Tax Act. To the extent that a Holder does not deduct the balance of the Holder's CCEE account at the end of a taxation year, a positive balance will be carried forward and may, in general terms, be deducted by the Holder in subsequent taxation years in accordance with the provisions of and subject to the restriction of the Tax Act. The right to deduct CCEE accrues to the initial Holder of FT Shares and is not transferable.

In general terms, a Holder of FT Shares who is an individual (other than a trust) may be entitled to a non-refundable investment tax credit equal to 15% of a "flow-through mining expenditure" (as defined in the Tax Act) renounced to the Holder. See also "Description of Securities Being Distributed – FT Shares" for a summary of certain relevant commitments of the Company in this regard. The ability to claim this investment tax credit is subject to the detailed rules in the Tax Act. The Holder's CCEE account at any relevant time in a taxation year will be reduced by an amount equal to any investment tax credit claimed for a prior taxation year. If the reductions in the Holder's CCEE account cause the CCEE account to become "negative" (as can happen, for example, where the Holder deducts all available CCEE in computing income and also receives the investment tax credit), the amount of the "negative balance" will be included in the Holder's income. Holders should consult their own tax advisors in this regard in light of their specific circumstances. In addition, relevant CEE renunciations may entitle certain Holders to claim specific provincial tax credits, which may be subject to specific limitations, timing requirements and compliance not considered or addressed in this summary, and affected Holders should consult their own tax advisors in this regard.

Certain restrictions apply in respect of the deductions of CCEE following an acquisition of control and on certain reorganizations of a corporate Holder. Corporate Holders should consult their own tax advisors for advice with respect to the potential application of these rules to them having regard to their own particular circumstances.

If a Registered Plan subscribes for FT Shares, the tax benefits of the renunciation of the CEE with respect to the FT Shares will not be available for deduction against income of the holder, annuitant or beneficiary of the Registered Plan.

Alternative Minimum Tax

Pursuant to the alternative minimum tax rules in the Tax Act, the tax payable by an individual Holder (other than certain trusts) under Part I of the Tax Act will be the greater of the tax otherwise determined and a minimum amount computed by reference to such Holder's "adjusted taxable income" for the taxation year.

In calculating adjusted taxable income for the purposes of the alternative minimum tax rules, certain deductions and credits otherwise available are disallowed and certain amounts not otherwise included in income are included. For example, the disallowed items include deductions claimed by the individual in respect of CEE in a particular taxation year to the extent such deductions exceed the individual's resource income in that year before deduction of those amounts. Also included in adjusted taxable income are 80% of capital gains (rather than 50%).

Whether and to what extent the tax liability of a particular Holder will be increased by the alternative minimum tax will depend on the amount of such Holder's income, the sources from which it is derived, and the nature and amounts of any amounts such Holder claims.

Prospective Holders should consult their own tax advisors with respect to all potential alternative minimum tax consequences applicable having regard to their own particular circumstances. The discussion above is not exhaustive.

Cumulative Net Investment Loss

One-half of the amount of the CEE renounced to and deducted by a Holder will be added to the Holder's cumulative net investment loss ("CNIL") account, within the meaning of the Tax Act. A Holder's CNIL account may impact a Holder's ability to access the capital gains exemption available on the disposition of certain qualified small business corporation shares or qualified farm or fishing property.

RISK FACTORS

The Company is engaged in mineral exploration and related activities which, by their nature, are speculative due to the high-risk nature of the business and the present stage of the various properties. The Company's operations and financial performance are subject to the normal risks of mining and are subject to various factors which are beyond the control of the Company. The Company is engaged in mining, development and exploration activities which, by their nature, are speculative due to the high risk nature of the Company's business. The Offered Securities should be considered a highly speculative investment due to the nature of the Company's business. Prospective investors should carefully consider the risk factors set out below and the other information contained in this Prospectus, including the historical financial statements of the Company and the notes thereto, prior to making an investment in the Offered Securities. Each potential investor is advised and expected to conduct its own investigation into the Company and to arrive at an independent evaluation of the investment. Such risk factors could materially affect the Company's future financial results and could cause actual results and events to differ materially from those described in forward-looking statements and forward-looking information relating to the Company or the business, property or financial results, any of which could cause investors to lose part or all of their investment in the Offered Securities.

The risks described below are not the only risks facing the Company. Additional risks not currently known to the Company, or that the Company currently considers immaterial, may also adversely impact the Company's business, operations, financial results or prospects, should any such other events occur.

Risks Related to the Business of the Company

General

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

COVID-19 Outbreak

The current global uncertainty with respect to the spread of COVID-19, the rapidly evolving nature of the pandemic and local and international developments related thereto and its effect on the broader global economy and capital markets may have a negative effect on the Company and the exploration and advancement of the Fenn-Gib Property. Rapid spread of COVID-19 and declaration of the outbreak as a global pandemic has resulted in travel advisories and restrictions, certain restrictions on business operations, social distancing precautions and restrictions on group gatherings which are having direct impacts on businesses in Canada and around the world and could result in travel bans, closure of assay labs, work delays, difficulties for contractors and employees getting to site, and diversion of management attention, all of which in turn could have a negative impact on exploration and development of the Fenn-Gib Property and the Company generally. Travel restrictions and protocols put in place by the government of Canada and/or Ontario may lead to the Company postponing future operations on the Fenn-Gib Property. The spread of COVID-19 may also have a material adverse effect on global economic activity and could result in volatility and disruption to global supply chains and the financial and capital markets, which could affect the business, financial condition, results of operations and other factors relevant to the Company, including its ability to raise additional financing. The government of Canada and/or Ontario are continually issuing new rules and restrictions and changing them periodically based on the specific circumstances of the COVID-19 outbreak. The Company follows all rules, guidelines and restrictions that are implemented by the applicable governmental authorities. While the Company's exploration work on the Fenn-Gib Property to date has not been adversely affected by COVID-19 other than to the extent that exploration activities have taken longer than expected due to certain delays, there are no comparable recent events which may provide guidance as to the effect of the spread of COVID-19 and the ultimate impact of COVID-19 or a similar health epidemic is highly uncertain and subject to change. The Company does not yet know the full extent of potential delays or impacts on its business, our operations or the global economy as a whole. However, the ultimate effects could have a material impact on the Company's operations, and it will continue to monitor COVID-19 situation closely.

Force Majeure

Upon the occurrence of a natural disaster, or upon an incident of war, riot or civil unrest, the impacted country may not efficiently and quickly recover from such event, which could have a materially adverse effect on the Company. Such events can result in volatility and disruption to global supply chains, operations, mobility of people and the financial markets, which could affect interest rates, credit ratings, credit risk, inflation, business, financial conditions, results of operations and other factors relevant to the Company.

No History of Earnings

The Company has no history of earnings. The Fenn-Gib Property is in the exploration stage and there are no known commercial quantities of minerals on the Fenn-Gib Property. There is no assurance that any of the Company's property interests will generate earnings, operate profitably or provide a return on investment in the future. The Company has not paid dividends in the past and has no plans to pay dividends for the foreseeable future.

Negative Cash Flow from Operations

From July 30, 2019 (date of incorporation) to December 31, 2019, the Company had negative cash flow from operating activities. The Company expects to continue to have negative cash flow in future periods and it expects that up to \$● of the net proceeds from the Offering will be used to fund such negative cash flow from operating activities.

Tax Risks

If the Company does not list the Shares on the Exchange prior to the time of issuance on Closing in the manner contemplated in this prospectus under the section "Eligibility for Investment", adverse tax consequences may result with respect to any Shares acquired or held within registered plans. See also "Eligibility for Investment".

Tax Authorities May Unfavourably Change the Manner in Which They Treat Mining Activities and Associated Financing Activities Without Notice

The tax treatment applicable to mining activities and flow-through shares constitutes a major factor when considering an investment in the FT Shares. Investors are cautioned that the taxation laws and regulations and the current administrative practices of both the federal and provincial tax authorities may be amended or construed in such a way that the tax considerations for a subscriber acquiring FT Shares may be altered and, moreover, there may be differences of opinion between the federal and provincial tax authorities with respect to the tax treatment of the FT Shares, the status of such FT Shares and the activities contemplated by the Company's exploration programs. The FT Shares are designed for investors whose income is subject to high marginal tax rates. The right to deduct any qualifying expenditures accrues to the initial subscriber/purchaser of the FT Shares and is not transferable. No guarantee can be given that Canadian tax laws will not be amended, that relevant amendments announced with respect to such laws will be adopted or that the current administrative policy or assessing practices of the tax authorities will not be modified. In addition, there is no guarantee that the CEE incurred (or deemed to be incurred) by the Company or the expected tax deductions will be accepted by the CRA, or that the CRA will agree that said CEE qualifies as "flow-through mining expenditures" for purposes of the Tax Act. Consequently, the tax considerations for subscribers holding or

selling FT Shares may be fundamentally altered, and may not be as described under "Certain Canadian Federal Income Tax Considerations".

There is No Guarantee That the Gross Proceeds of the Sale of the FT Shares Will Be Incurred as Required

There is no guarantee that an amount equal to the gross proceeds of the sale of the FT Shares will be incurred on or prior to December 31, 2021 (or thereafter in 2022 under the "look-back" rule) as CEE that qualifies for renunciation of deductible expenses to the subscriber or as "flow-through mining expenditures" for purposes of the Tax Act as described under "Certain Canadian Federal Income Tax Considerations". If the Company does not renounce to the subscriber, effective on or before December 31, 2021, CEE in an amount equal to the aggregate purchase price paid by such subscriber for the FT Shares, or if there is a reduction in such amount renounced pursuant to the provisions of the Tax Act, the Company is obligated to indemnify the subscriber for an amount equal to the amount of any tax payable or that may become payable under the Tax Act (and under any corresponding provincial legislation) by the subscriber (or if the subscriber is a partnership, the partners thereof) as a consequence of such failure or reduction; however, there is no guarantee that the Company will have the financial resources required to satisfy such indemnity.

Financing Risks

Additional funding will be required to complete future exploration programs on the Company's properties and to conduct any other exploration programs. If proposed exploration programs are successful, additional funds will be required for the development of any economic mineral body and to place it in commercial production. The only sources of future funds presently available to the Company are the sale of equity capital, or the offering by the Company of an interest in its properties to be earned by another party or parties carrying out exploration or development thereof. There is no assurance that any such funds will be available or will be available on terms favourable to the Company. Failure to obtain additional financing on a timely basis could cause the Company to reduce, delay, indefinitely postpone or terminate exploration, development or production of the Company's property interests or other acquired properties. The Company may incur substantial costs in pursuing future capital requirements, including investment banking fees, legal fees, accounting fees, securites law compliance fees, printing and distribution expenses and other costs. The ability to obtain needed financing may be impaired by such factors as the capital markets, the Company's status as a new enterprise with a limited history, the price of commodities and/or the loss of key management personnel.

Limited Operating History

The Company has a limited operating history. As such, the Company will be subject to all of the business risks and uncertainties associated with any new business enterprise, including undercapitalization, cash shortages, and limitations with respect to personnel, financial and other resources and lack of revenues. The current state of the Fenn-Gib Property requires significant additional expenditures before any cash flow may be generated. Although the Company possesses an experienced management team, there is no assurance that the Company will be successful in achieving a return on shareholders' investment and the likelihood of success of the Company must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered in connection with the establishment of any business. There is no assurance that the Company can generate revenues, operate profitably, or provide a return on investment, or that it will successfully implement its plans.

An investment in the Company's securities carries a high degree of risk and should be considered speculative by purchasers. There is no assurance that the Company will be successful in achieving a return on shareholders' investment and the likelihood of the Company's success must be considered in light of its early stage of operations. Prospective purchasers should consider any purchase of the Company's securities in light of the risks, expenses and problems frequently encountered by all companies in the early stages of their corporate development.

Discretion Regarding Use of the Proceeds of this Offering

The Company currently intends to allocate the net proceeds of the Offering as described above under "Use of Proceeds". However, the Company's management will have discretion in the actual application of the net proceeds. The Company may elect to allocate proceeds differently than as described in "Use of Proceeds" if management believes it would be in the Company's best interests to do so. The timing of the Company's use of net proceeds of the Offering could also be impacted by the COVID-19 pandemic as discussed herein. The failure by the Company's management to apply these funds effectively could have a material adverse effect on the Company, its business or its financial performance.

Ability of the Company to Continue as a Going Concern

The Company is in the exploration stage and is currently seeking additional capital to develop its exploration properties. The Company's ability to continue as a going concern is dependent upon its ability in the future to achieve profitable operations and, in the meantime, to obtain the necessary financing to meet its obligations and repay its liabilities when they become due. External financing, predominantly by the issuance of equity and debt, will be sought to finance the operations of the Company; however, there can be no certainty that such funds will be available at terms acceptable to the Company. These conditions indicate the existence of material uncertainties that may cast significant doubt about the Company's ability to continue as a going concern.

Exploration and Development Risks

Development of the Fenn-Gib Property will only follow upon obtaining satisfactory exploration results, receipt of a positive feasibility study and access to adequate funding. The business of exploration for minerals and mining involves a high degree of risk. Few properties that are explored are ultimately developed into producing mines. Substantial expenditures are required to establish reserves through drilling and to develop the mining and processing facilities and infrastructure at any site chosen for mining. There is no assurance that these mineral exploration and development activities will result in any discoveries of commercial mineral deposits.

Reliability of Historical Information

The Company has relied on, and the disclosure in the Technical Report is based, in part, upon historical data compiled by previous parties involved with the Fenn-Gib Property

Operational Risks

Mineral exploration involves many risks, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Operations in which the Company has a direct or indirect interest will be subject to all the hazards and risks normally incidental to exploration, development and production of minerals, any of which could result in work stoppages, damage to property and possible environmental damage. Unusual or unexpected formations, formation pressures, fires, power outages, labour disruptions, flooding, explosions, cave ins, landslides, weather conditions and the inability to obtain suitable or adequate machinery, equipment or labour are other risks involved in extraction operations and the conduct of exploration programs. The Company's exploration activities will be subject to the availability of third party contractors and equipment. There are also physical risks to the exploration personnel. If any of the Company's properties is found to have commercial quantities of ore, the Company would be subject to additional risks respecting any development and production activities.

Uninsurable Risks

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

Acquisition of Additional Mineral Properties

If the Company abandons or loses its interest in the Fenn-Gib Property, there is no assurance that the Company will be able to acquire another mineral property of merit or that such an acquisition would be approved by the TSXV or applicable authorities. There is also no guarantee that the TSXV will approve the acquisition of any additional mineral property interests by the Company, whether by way of an option or otherwise should the Company wish to acquire any additional property interests.

Permits and Government Regulations

The future operations of the Company may require permits from various federal, provincial and local governmental authorities and will be governed by provincial and federal laws and regulations governing prospecting, development, mining, production, export, taxes, labour standards, occupational health, waste disposal, land use, environmental protections, mine safety and other matters. Companies engaged in exploration activities and in the development and operation of mines and related facilities may experience increased costs and delays in exploration, production and other schedules as a result of the need to comply with applicable laws, regulations and permits. Permits are subject to the discretion of government authorities and there can be no assurance that the Company will be successful in obtaining all required permits. Further, there can be no assurance that the Company will be able to obtain all necessary permits and approvals that may be required to undertake exploration activity or commence construction or operation of mine facilities on the Fenn-Gib Property. The Company currently does not have any permits in place.

Environmental and Safety Regulations and Risks

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

Mineral Titles

There is no assurance given by the Company that it owns any legal title to its mineral properties. Title to the Fenn-Gib Property may come under dispute. While the Company has diligently investigated title considerations to its mineral properties, in certain circumstances, the Company has only relied on representations of property partners and government agencies. There is no guarantee of title to the Fenn-Gib Property. The Company has not yet obtained a title opinion in respect of the Fenn-Gib Property. The claims on the Fenn-Gib Property have not be legally surveyed. The Fenn-Gib Property may be subject to prior unregistered agreements, transfers on claims and title may be affected by undetected defects. However, the Company is satisfied that evidence of title to the Fenn-Gib Property is adequate and acceptable by prevailing industry standards with respect to the current stage of exploration on the Fenn-Gib Property.

First Nation Land Claims Risks

The Fenn-Gib Property may now, or in the future, be the subject of First Nations land claims. The Fenn-Gib Property is located in an area known for strong First Nations' concerns that could prove to be a problem for any extensive development on the Fenn-Gib Property. First Nations rights may be claimed on Crown properties or other types of tenure with respect to which mining rights have been conferred. The Supreme Court of Canada's 2014 decision in Tsilhqot'in Nation v. British Columbia marked the first time in Canadian history that a court has declared First Nations title to lands outside of reserve land. The Fenn-Gib Property may now or in the future be the subject of aboriginal or indigenous land claims. The legal nature of aboriginal land claims is a matter of considerable complexity. The impact of any such claim on the Company's ownership interest in the Fenn-Gib Property cannot be predicted with any degree of certainty and no assurance can be given that a broad recognition of aboriginal rights in the area in which the Fenn-Gib Property is located, by way of a negotiated settlement or judicial pronouncement, would not have an adverse effect on the Company's activities. Even in the absence of such recognition, the Company may at some point be required to negotiate with and seek the approval of holders of aboriginal interests in order to facilitate exploration and development work on the Fenn-Gib Property, there is no assurance that the Company will be able to establish a

Climate Change Risks

The Company acknowledges climate change as an international and community concern and it supports and endorses various initiatives for voluntary actions consistent with international initiatives on climate change. However, in addition to voluntary actions, governments are moving to introduce climate change legislation and treaties at the international, national, provincial and local levels. Where legislation already exists, regulation relating to emission levels and energy efficiency is becoming more stringent. Some of the costs associated with reducing emissions can be offset by increased energy efficiency and technological innovation. However, if the current regulatory trend continues, the Company expects that this could result in increased costs in the future.

The Company and the mining industry are facing continued geotechnical challenges, which could adversely impact the Company's production and profitability. Unanticipated adverse geotechnical and hydrotechnical conditions, such as landslides, floods, seismic activity, and droughts, may occur in the future and such events may not be detected in advance. Geotechnical instabilities and adverse climate conditions can be difficult to predict and are often affected by risks and hazards outside of the Company's control, such as severe weather and considerable rainfall. Geotechnical failures could result in limited or restricted access to mine sites, suspension of operations, government investigations, increased monitoring costs, and remediation.

Social and Environmental Activism

There is an increasing level of public concern relating to the effects of mining on the natural landscape, in communities and on the environment. Certain non-governmental organizations, public interest groups and reporting organizations ("NGOs") who oppose resource development can be vocal critics of the mining industry. In addition, there have been local community groups who have opposed resource extraction activities, which has resulted in disruption and delays to the relevant operation. While the Company seeks to operate in a socially responsible manner, NGOs or local community organizations could direct adverse publicity against and/or disrupt the operations of the Company, regardless of its successful compliance with social and environmental best practices. Any such actions and the resulting media coverage could have an adverse effect on the reputation and financial condition of the Company or its relationship with local communities, which could have a material adverse effect on the Company's business, financial condition, results of operations, cash flow or prospects.

Management

The Company believes that its growth and success depends in significant part on the continued employment of the Company's executive Officers and key technical personnel. The Company must also continue to attract and retain key management, technical, finance and operating personnel. Experienced management and other highly skilled personnel are in great demand. If the Company is unable to attract or retain key personnel, it could have a material adverse effect on the Company's business, results of operations, financial condition and prospects.

Dependence on Outside Parties

Substantial expenditures are required to establish commercial production on the Fenn-Gib Property. The Company may rely on outside consultants, engineers and others for its development, construction and operating expertise. If such parties' work is deficient or negligent or is not completed in a timely manner, it could have a material adverse effect on the Company.

Litigation Risks

All industries, including the mining industry, may be made subject to legal claims, with and without merit. Defence and settlement costs can be substantial, even with respect to claims that have no merit. Due to the inherent uncertainty of litigation process, the resolution of any particular legal proceeding could have a material adverse effect on the Company's business, results of operations, financial condition and prospects.

Fluctuating Mineral Prices and Currency Risk

Factors beyond the control of the Company may affect the market price of minerals produced and the marketability of metals discovered at and extracted from the Company's properties. Metal prices are subject to significant fluctuation and are affected by numerous factors beyond the Company's control including international economic and political trends, inflation, currency exchange fluctuations, interest rates, global or regional consumption patterns, speculative activities and increased production due to new and improved extraction and production methods. The effect of these factors on the Company's operations cannot accurately be predicted.

Competition

The mineral exploration industry is intensely competitive in all of its phases and the Company must compete in all aspects of its operations with a substantial number of large established mining companies with greater liquidity, greater access to credit and other financial resources, newer or more efficient equipment, lower cost structures, more effective risk management policies and procedures and/or greater ability than the Company to withstand losses. The Company's competitors may be able to respond more quickly to new laws or regulations or emerging technologies, or devote greater resources to the expansion of their operations, than the Company can. In addition, current and potential competitors may make strategic acquisitions or establish cooperative relationships among themselves or with third parties. Competition could adversely affect the Company's ability to acquire suitable new producing properties or prospects for exploration in the future. Competition could also affect the Company's ability to raise financing to fund exploration and development or to hire qualified personnel. The Company may not be able to compete successfully against current and future competitors, and any failure to do so could have a material adverse effect on the Company's business, financial condition or results of operations.

Conflicts of Interest

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

Risks Related to the Common Shares

No Current Public Market for the Common Shares

Prior to the Offering there has been no public market for the Common Shares. There can be no assurance that an active trading market will develop for the Common Shares following the Closing, or if developed, that such a market will be sustained at the price level of the Offering. The price at which the Offered Securities offered hereunder are being sold has been determined by arm's length negotiation between the Company and the Underwriters and may bear no relationship to the price at which the Common Shares will trade in the public market subsequent to the Offering.

Dilution

The Company may need to obtain additional resources in the future in order to execute the Company's growth strategy, including the possible acquisition of new businesses and assets. The Company may issue additional equity securities to finance such operations, development, acquisitions or other projects. The Company cannot predict the size or frequency of such future issuances, if any. Sales or issuances of a substantial number of equity securities, or the perception that such sales could occur, may adversely affect prevailing market prices for the Common Shares.

With any additional sale or issuance of equity securities, investors will suffer dilution of their voting power and may experience dilution in the Company's earnings per share.

Possible Volatility of Stock Price

In recent years, the stock market has experienced significant price and volume fluctuations. This volatility has had a significant effect on the market price of securities issued by many companies for reasons unrelated to the operating performance of these companies. The market price of the Common Shares could similarly be subject to wide fluctuations in response to a number of factors, most of which the Company cannot control, including:

• changes in securities analysts' recommendations and their estimates of our financial performance;
• changes in market valuations of similar companies;
• investor perception of the mining industry or prospects or the country in which it operates;
• the public's reaction to press releases, announcements and filings with securities regulatory authorities by other companies in the Company's industry;
• changes in environmental and other governmental regulations; and
• changes in general conditions in domestic or international economies, financial markets or in the mining industry.

The impact of any of these risks and other factors beyond the Company's control could cause the market price of the Common Shares to decline significantly.

Future sales of Common Shares by any major shareholder could decrease the market price of the Common Shares. The Company cannot predict the size of future sales by shareholders, or the effect, if any, that such sales will have on the market price of the Common Shares. However, sales of a substantial number of Common Shares, or the perception that such sales could occur, may adversely affect prevailing market prices for the Common Shares.

Common Shares are currently not qualified investments for Registered Plans

If the Common Shares are not listed on the TSXV at the time of their issuance in the manner contemplated in this Prospectus under the section "Eligibility for Investment", adverse tax consequences should be expected with respect to any Common Shares acquires or held within Registered Plans. See also "Eligibility for Investment".

PROMOTERS

Other than as set out below, there are no Promoters of the Company or any subsidiary of the Company within the last two years immediately preceding the date hereof:

Name	Number of Common Shares Beneficially Owned	Nature and Amount Compensation Received by the Promoter	Nature and Amount of Services Received by the Company
Henry Heeney	12,654,799 (18.74%)	\$125,000(1)	Former President and Director of the Company
Sean Pi	8,008,619 (11.86%)		Director of the Company

Notes:

(1) The Company paid Heeney Capital \$12,500 per month from April 1, 2020 to January 31, 2021 pursuant to the Consulting Agreement. Henry Heeney and Sean Pi are the sole shareholders and directors of Heeney Capital. See "Transactions Between Related Parties."

No person who was a Promoter of the Company within the last two years:

• sold or otherwise transferred any asset to the Company or a subsidiary within the last two years;

• has been a director, CEO or CFO of any company that during the past 10 years was the subject of a cease trade order or similar order or an order that denied the company access to any exemptions under securities legislation for a period of more than 30 consecutive days or became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or been subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver or receiver manager or trustee appointed to hold its assets;

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

• has been subject to any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable investor making an investment decision; or
• has within the past 10 years become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or been subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver or receiver manager or trustee appointed to hold its assets.

LEGAL PROCEEDINGS AND REGULATORY ACTIONS

Legal Proceedings

There are no legal proceedings material to the Company that the Company is or was a party to, or that any of its property is or was the subject of, since the beginning of the Company's most recently completed financial year. In addition, the Company is not currently aware of any such legal proceedings being contemplated.

Regulatory Actions

From the date of incorporation of the Company to the date of this Prospectus, there have been no: (i) penalties or sanctions imposed against the Company by a court relating to provincial and territorial securities legislation or by a securities regulatory authority; (ii) other penalties or sanctions imposed by a court or regulatory body against the Company necessary for the Prospectus to contain full, true and plain disclosure of all material facts relating to the securities being distributed; and (iii) settlement agreements the Company entered into before a court relating to provincial and territorial securities legislation or with a securities regulatory authority.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

Except as otherwise disclosed herein, no person that is: (i) a Director, Officer or Promoter of the Company; (ii) a person or company that beneficially owns, or controls or directs, directly or indirectly, more than 10% of any class or series of the Company's outstanding voting securities; or (iii) an associate or affiliate of any of the persons or companies referred to in paragraphs (i) or (ii), has had any material interest, direct or indirect, in any transaction within the three years before the date of this Prospectus that has materially affected or is reasonably expected to materially affect the Company.

RELATIONSHIP BETWEEN THE COMPANY AND THE UNDERWRITERS

The Company is not a "related issuer" or "connected issuer" to the Underwriters as such terms are utilized in NI 33- 105.

AUDITOR

The auditor of the Company is Davidson & Company LLP located at 1200 – 609 Granville Street, Vancouver, British Columbia V7Y 1G6.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Common Shares will be Computershare Investor Services Inc., with an office located at 510 Burrard Street, Vancouver, British Columbia V6C 3B9.

ENFORCEMENT OF JUDGEMENTS AGAINST FOREIGN PERSONS

Certain of the Company's directors and officers reside outside of Canada. The persons named below have appointed the following agent for service of process:

Name and Position	Name and Address of Agent
Patrick Evans, Director, Chief Executive Officer and President	Mayfair Gold Corp., 1500-1055 West Georgia Street, Vancouver, BC V6E 4N7
Sean Pi, Director	Mayfair Gold Corp., 1500-1055 West Georgia Street, Vancouver, BC V6E 4N7
Ron Clayton, Director	Mayfair Gold Corp., 1500-1055 West Georgia Street, Vancouver, BC V6E 4N7
Justin Byrd, Chief Financial Officer and Corporate Secretary	Mayfair Gold Corp., 1500-1055 West Georgia Street, Vancouver, BC V6E 4N7

Purchasers are advised that it may not be possible for investors to enforce judgements obtained in Canada against any person who resided outside of Canada, even if the party has appointed an agent for service of process.

ELIGIBILITY FOR INVESTMENT

Based on the provisions of the Income Tax Act (Canada) and the regulations thereunder (collectively, the "Tax Act") in force on the date hereof, if and provided the Common Shares and the FT Shares (collectively, the "Shares" for purposes of this summary) become listed on a "designated stock exchange" (as such term is defined in the Tax Act and which currently includes the TSXV) or the Company otherwise constitutes a "public corporation" (as that term is defined in the Tax Act) at a particular time, the Shares will at that time be a "qualified investment" under the Tax Act for a trust governed by a "registered retirement savings plan" ("RRSP"), "registered retirement income fund" ("RRIF"), "tax-free savings account" ("TFSA"), "registered education savings plan" ("RESP"), "deferred profit sharing plan" and "registered disability savings plan" ("RDSP"), as those terms are defined in the Tax Act (each a "Plan", and collectively, the "Plans").

The Shares are currently not listed on a "designated stock exchange" and the Company is currently not a "public corporation", as those terms are defined in the Tax Act. Accordingly, the Shares are currently not a qualified investment for the Plans. Holders who intend to acquire or hold Shares within a Plan should consult their own tax advisors in advance regarding whether such Shares may become and constitute a qualified investment for such Plan at all relevant times.

The Company has applied to list the Shares on the TSXV. Listing will be subject to the Company fulfilling all of the requirements of the TSXV. The Company will rely on the TSXV to proceed in such manner as may be required to result in the Shares being considered as listed on the TSXV for purposes of the Tax Act at the time of their issuance, and no tax ruling or legal opinion has been sought or obtained in this regard. There can be no guarantee that TSXV approval of a listing (if at all) will be granted or will be in a form that is, or is acceptable to the CRA as, a full and unconditional listing sufficient for "qualified investment" status under the Tax Act for purposes of a Plan at a relevant time. If the Shares are not effectively listed on a "designated stock exchange" (which currently includes the TSXV) for purposes of the Tax Act at the time of their issuance and the Company is not otherwise a "public corporation" at that time, the Shares will not be "qualified investments" for the Plans at that time. The adverse tax consequences where a Plan acquires or holds Shares that are not a "qualified investment" are not discussed in this summary, and holders who intend to acquire or hold Shares within a Plan should consult their own tax advisors in this regard.

Notwithstanding that the Shares may become a qualified investment for a TFSA, RRSP, RRIF, RDSP or RESP (a "Registered Plan"), the holder, subscriber or annuitant of the Registered Plan, as the case may be, will be subject to a penalty tax as set out in the Tax Act in respect of the Shares if such Shares are a "prohibited investment" for the Registered Plan for purposes of the Tax Act. The Shares will generally be a "prohibited investment" for a Registered Plan if the holder, subscriber or annuitant, as the case may be, does not deal at arm's length with the Company for the purposes of the Tax Act or has a "significant interest" (as defined in the Tax Act) in the Company. In addition, the Shares generally will not be a prohibited investment if the Common Shares are "excluded property" within the meaning of the Tax Act for the Registered Plan. Holders who intend to acquire or hold Shares within a Plan should consult their own tax advisors in regard to the application of these rules in their particular circumstances.

- 143 -

MATERIAL CONTRACTS

The only material contracts, other than those contracts entered into in the ordinary course of business, which the Company has entered into since the beginning of the last fiscal year before the date of this Prospectus, entered into prior to such date but which contract is still in effect, or to which the Company is or will become a party to prior Closing, are as follows:

• 1. Asset Purchase Agreement;
• 1. Amended Asset Purchase Agreement;
• 1. Core Properties Royalty Agreement;
• 1. Back-In Properties Royalty Agreement;
• 1. Exploration Agreement; and
• 1. Underwriting Agreement.

Copies of all material contracts will be available for inspection without charge at the registered office of the Company located at 1500 – 1055 West Georgia Street, Vancouver, British Columbia V6E 4N7, during normal business hours while distribution of the securities offered hereunder is in progress, and for a period of 30 days thereafter. The material contracts will also be available under the Company's SEDAR profile (www.sedar.com) upon the issuance of the final receipt for the final prospectus.

EXPERTS AND INTERESTS OF EXPERTS

Michael Makarenko, P. Eng. and Tad Crowie, P. Eng. of JDS Energy & Mining Inc., and Garth Kirkham, P. Geo. of Kirkham Geosystems Ltd. prepared the Technical Report.

Davidson & Company LLP, has prepared an auditor's report in connection with the financial statements included in this Prospectus. As of the date of the Prospectus, Davidson & Company LLP has informed the Company it is independent of the Company in accordance with the Code of Professional Conduct of the Chartered Professionals Accountants of British Columbia.

Matters referred to under "Eligibility for Investment" will be passed upon by McMillan LLP, counsel to the Company.

As of the date hereof, McMillan LLP, lawyers for the Company, Wildeboer Dellelce LLP, lawyers for the Underwriters, and any director, officer, employee, principal or partner thereof, as a group, own less than one percent of the securities of the Company. In addition, except as disclosed herein, no other director, officer, partner or employee of any of the aforementioned companies and partnerships is currently expected to be elected, appointed or employed as a director, officer or employee of the Company or of any associates or affiliates of the Company.

OTHER MATERIAL FACTS

To the knowledge of the Company's management, there are no further material facts or particulars in respect of the securities being distributed pursuant to this Prospectus that are not already disclosed herein that are necessary to be disclosed for this Prospectus to contain full, true and plain disclosure of all material facts relating to such securities.

STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

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

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

SCHEDULE "A"

MAYFAIR GOLD CORP. AUDITED FINANCIAL STATEMENTS FOR THE PERIOD FROM JULY 30, 2019 (DATE OF INCORPORATION) TO DECEMBER 31, 2019

Financial Statements (Expressed in Canadian Dollars)

MAYFAIR GOLD CORP

As at December 31, 2019 And the period from incorporation on July 30, 2019 to December 31, 2019

MAYFAIR GOLD CORP

CONTENTS	Page
Independent Auditors' Report	3
Statement of Financial Position	5
Statement of Loss and Comprehensive Loss	6
Statement of Changes in Shareholders' Equity (Deficiency)	7
Statement of Cash Flows	8
Notes to the Financial Statements	9 – 17

INDEPENDENT AUDITOR'S REPORT

To the Directors of Mayfair Gold Corp.

Opinion

We have audited the accompanying financial statements of Mayfair Gold Corp. (the "Company"), which comprise the statement of financial position as at December 31, 2019, and the statements of loss and comprehensive loss, changes in shareholders' equity (deficiency) and cash flows for the period from incorporation on July 30, 2019 to December 31, 2019, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, these financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2019, and its financial performance and its cash flows for the period from incorporation on July 30, 2019 to December 31, 2019 in accordance with International Financial Reporting Standards ("IFRS").

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the 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.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with IFRS, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

"DAVIDSON & COMPANY LLP"

Vancouver, Canada Chartered Professional Accountants

November 9, 2020

Statement of Financial Position

In Canadian dollars

	Notes	December 31, 2019
ASSETS
Current assets
Cash		\$ 1
Total assets		\$ 1
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued liabili ties	4	\$ 122,785
Shareholders' equity (deficiency):
Share capital	3	1
Deficit		(122,785)
Total shareholders' equity (deficiency)		(122,784)
Total liabilities and shareholders' equity (deficiency)		\$ 1
Nature of operations and going concern	1
Subsequent events	8

The notes to the financial statements are an integral part of these statements.

Approved on behalf of the Board of Directors on November 9, 2020:

"Sean Pi" "Henry Heeney" Director Director

Statements of Loss and Comprehensive Loss

In Canadian dollars

	For the period from
	July 30, 2019
	(date of incorporation)
	to December 31, 2019
Expenses
Expenses in relation to past services performed by the Company's co‐founders	\$ (122,785)
Loss from operating expenses	(122,785)
Loss and comprehensive loss for the period	\$ (122,785)
Basic and diluted loss per share	\$ (122,785)

The notes to the financial statements are an integral part of these statements.

Statement of Changes in Shareholders' Equity (Deficiency)

InCanadian dollars

	No te s	be f s ha ha ita l Nu S m r o re s re c ap		f ic it De		l To ta
lan ly Ba Ju 3 0, 2 0 1 9 ce ,		‐	\$ ‐	\$	‐	\$ ‐
d h Iss in io it in io t at ue co nn ec n w co rp or n	3	1	1		‐	1
los fo he d Ne io t r t s p er		‐	‐		( ) 1 2 2, 7 8 5	( ) 1 2 2, 7 8 5
lan be 3 2 0 9 Ba De 1, 1 ce ce m r ,		\$ 1	1	\$	( ) 2 2, 8 1 7 5	\$ ( ) 2 2, 8 1 7 4

The notes tothe financial statements are an integral part of these statements.

Statement of Cash Flows

In Canadian dollars

	For the period from
	July 30, 2019
	(date of incorporation)
Notes	to December 31, 2019
Cash provided by (used in):
Operating activities:
Net loss for the period	\$ (122,785)
Changes in non‐cash operating working capital:
Accounts payable and accrued liabilities	122,785
	‐
Cash flow from Investing activities:	‐
	‐
Cash flows from financing activities:
Issued in connection with incorporation 3	1
	1
Increase in cash	1
Cash, beginning of period	‐
Cash, end of period	\$ 1

The notes to the financial statements are an integral part of these statements.

1. NATURE OF OPERATIONS AND GOING CONCERN

Mayfair Gold Corp. ("Mayfair Gold" or "the Company") was incorporated on July 30, 2019 under the British Columbia Business Corporation Act.

The address of the Company's registered office and its principal place of business is 1055 West Georgia Street, Suite 1500, Vancouver, BC, Canada, V6E 4N7.

The principal business of the Company is to acquire, explore, evaluate and develop mineral properties.

These financial statements were authorized for issue by the Company's Board of Directors on November 9, 2020.

The Company's continuing operations are entirely dependent upon the ability of the Company to obtain the necessary financing to complete the acquisition, exploration, evaluation and development of mineral properties.

These financial statements are prepared on the basis that the Company will continue as a going concern, which assumes that the Company will be able to continue for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of operations. The Company has limited financial resources, no source of operating cash flows, and there is no assurance that sufficient funding (including adequate financing) will be available for acquisition, exploration and development of mineral properties.

The application of the going concern concept is dependent upon the Company's ability to generate future profitable operations and receive continued financial support from its creditors and shareholders. These financial statements do not give effect to any adjustments that might be required should the Company be unable to continue as a going concern.

Management plans to continue to pursue equity and/or debt financing to support operations. There can be no assurance that these financing efforts will be successful. Failure to maintain the support of creditors and obtain additional external financing will cause the Company to curtail operations and the Company's ability to continue as a going concern will be impaired. The outcome of these matters cannot be predicted at this time. However, management believes that based on equity financing received subsequent to year end, the Company's working capital is sufficient for the Company to continue as a going concern beyond one year.

2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

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

(i) Basis of preparation

These financial statements have been prepared on a historical cost basis except for financial instruments which are classified as fair value through profit or loss ("FVTPL"). In addition, these financial statements have been prepared using the accrual basis of accounting.

All amounts on the financial statements are presented in Canadian dollars.

The significant accounting policies adopted in the preparation of these financial statements are set out below.

(ii) Functional currency

The functional currency of the Company is the Canadian dollar.

In preparing the financial statements, transactions in currencies other than the Company's functional currency are recognized at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are re‐translated at the rates prevailing at that date. Non‐monetary items that are measured based on historical cost in a foreign currency are translated at the exchange rate at the date of the transaction.

Exchange differences are recognized in profit or loss in the period in which they arise or presented in the statements of income and comprehensive income.

(iii) Significant accounting estimates and judgments

The preparation of financial statements requires management to make estimates and judgements that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and expenses during the period. Actual results could differ from those estimates and judgments. Those areas requiring the use of management estimates and judgments include:

Judgment

(i) The determination of deferred income tax assets and liabilities requires subjective assumptions regarding future income tax rates and the likelihood of utilizing tax carry‐forwards. Changes in these assumptions could materially affect the recorded amounts, and therefore do not necessarily provide certainty as to their recorded values.

(iv) Financial instruments

The Company classifies its financial instruments in the following categories: as FVTPL, financial assets at amortized cost and other financial liabilities. The classification depends on the purpose for which the financial assets or liabilities were acquired. Management determines the classification of financial assets and liabilities at initial recognition.

(i) Non‐derivative financial assets and liabilities

Recognition

The Company recognizes financial assets and financial liabilities on the date the Company becomes a party to the contractual provisions of the instruments.

Classification

The Company classifiesitsfinancial assets and financial liabilities using the following measurement categories:

• (a) Those to be measured subsequently at fair value (either through other comprehensive income or loss or through profit or loss; and
• (b) Those to be measured at amortized cost.

The classification of financial assets depends on the business model for managing the financial assets and the contractual terms of the cash flows. Financial liabilities are classified as those to be measured at amortized cost unless they are designated as those to be measured subsequently at FVTPL (an irrevocable election at the time of recognition). For assets and liabilities measured at fair value, gains or losses are either recorded in profit or loss or other comprehensive income or loss.

The Company reclassifies financial assets when and only when its business model for managing those assets changes. Financial liabilities are not reclassified.

The Company's sole financial asset is cash and is measured at fair value.

Impairment of financial assets

The Company assesses all information available, including on a forward‐looking basis, the expected credit losses associated with its assets carried at amortized cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. To assess whether there is a significant increase in credit risk, the Company compares the risk of a default occurring on the asset at the reporting date, with the risk of default as at the date of initial recognition, based on all information available, and reasonable and supportive forward‐looking information.

(v) Mineral property and exploration and evaluation costs

Exploration and evaluation ("E&E") costs are those costs required to find a mineral property and determine commercial viability and technical feasibility. E&E costs include costs to establish an initial mineral resource and determine whether inferred mineral resources can be upgraded to measured and indicated mineral resources and whether measured and indicated mineral resources can be converted to proven and probable reserves.

Exploration and evaluation costs consist of:

• gathering exploration data through topographical and geological studies;
• exploratory drilling, trenching and sampling;
• determining the volume and grade of the resource;
• test work on geology, metallurgy, mining, geotechnical and environmental; and
• conducting and refining engineering, marketing and financial studies.

Costs in relation to these activities are expensed as incurred until such time that technical feasibility and commercial viability are demonstrable. At such time, mineral properties are assessed for impairment, and an impairment loss, if any, is recognized. Capitalized acquisition costs included in mineral properties are transferred to capitalized costs within property, plant and equipment, or intangible assets, as appropriate. Determination of technical feasibility and commercial viability require management'sjudgment and include assessment of legal, environmental, social and governmental factors.

The Company recognizes E&E costs as assets when acquired as part of a business combination, or asset purchase, or as a result of rights acquired relating to a mineral property. These assets are recognized at fair value or relative fair value if applicable. Capitalized E&E consists of:

• acquired interest in exploration properties;
• amounts paid for acquired rights associated with exploration properties; and
• changes in decommissioning and restoration amounts capitalized during the period.

Management reviews its mineral properties at each reporting period for signs of impairment and annually after each exploration season to consider if there is impairment in value taking into consideration current year exploration results and management's assessment of the future probability of profitable operations from the property, or likely gains from the disposition or option of the property. If a property is abandoned or inactive for a prolonged period, or considered to have no future economic potential, the acquisition costs are written off to profit or loss.

(vi) Environmental rehabilitation

An obligation to incur restoration, rehabilitation and environmental costs arises when environmental disturbance is caused by the exploration, development or ongoing production of a mineral property. The estimated costs arising from the decommissioning of plant and other site preparation work, discounted to their net present value, are determined, and capitalized at the start of each project to the carrying amount of the asset, as soon as the obligation to incur such costs

MAYFAIR GOLD CORP Notes to Financial Statements As at December 31, 2019 And for the period from incorporation on July 30, 2019 to December 31, 2019 In Canadian Dollars

arises. Discount rates, using a pre‐tax rate that reflects the time value of money, are used to calculate the net present value. These costs are charged against profit or loss over the economic life of the related asset, through amortization using either the unit of production or the straight‐line method. The related liability is adjusted at each reporting date for the unwinding of the discount rate, for changes to the current market‐based discount rate, and for changes to the amount or timing of the underlying cash flows needed to settle the obligation. Costs of restoration of subsequent site damage which is created on an ongoing basis during production are provided for at their net present values and charged to profit or loss as extraction progresses.

(vii) Impairment of non‐financial assets

Non‐financial assets are reviewed quarterly by management for indicators that carrying value is impaired and may not be recoverable. When indicators of impairment are present the recoverable amount of an asset is evaluated at the cash generating unit ("CGU") level, which is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. The recoverable amount of a CGU is the greater of the CGU's fair value less costs to sell and its value in use. An impairment loss is recognized in profit or loss to the extent that the carrying amount exceeds the recoverable amount.

(viii) Share capital

Common shares are classified as equity. Transaction costs directly attributable to the issue of common shares and share options are recognized as a deduction from equity, net of any tax effects. Common shares issued for consideration other than cash, are valued based on their market value at the date the shares are issued. Equity‐settled share‐based payments to employees and others providing similar services are measured at the fair value of the equity instruments at the grant date.

(ix) Share‐based payment transactions

The Company has a stock option plan that provides for the granting of options to Officers, Directors, related company employees and consultants to acquire shares of the Company. The fair value of the options is measured on grant date and is recognized as an expense with a corresponding increase in contributed surplus as the options vest.

Options granted to employees and others providing similar services are measured at grant date at the fair value of instruments issued. Fair value is determined using the Black‐Scholes option pricing model taking into account the terms and conditions upon which the options were granted. The amount recognized as an expense is adjusted to reflect the actual number of share options that are expected to vest. Each tranche in an award with graded vesting is considered a separate grant with a different vesting date and fair value. Each grant is accounted for on that basis.

Options granted to non‐employees are measured at the fair value of the goods or services received, unless that fair value cannot be estimated reliably, in which case the fair value of the equity instruments issued is used. The value of goods or services is recorded at the earlier of the vesting date, or the date the goods or services are received.

Over the vesting period, share‐based payments are recorded as an operating expense and as contributed surplus. When options are exercised the consideration received is recorded as share capital and the related share‐based payments originally recorded as contributed surplus are transferred to share capital. When an option is cancelled or expires, the initial recorded value is reversed from contributed surplus and credited to deficit.

(x) Income taxes

Income tax expense is comprised of current and deferred income taxes. Current income tax and deferred income tax are recognized in profit orloss, except to the extent that they relate to itemsrecognized directly in equity or equity investments.

Current income tax is the expected tax payable or receivable on the taxable income or loss for the period, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

Deferred income tax isrecognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred income tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted by the reporting date. Deferred income tax assets and liabilities are offset if there is a legally enforceable right to offset current income tax liabilities and assets, and they relate to income taxes levied by the same tax authority for the same taxable entity. A deferred income tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable income will be available against which they can be utilized. Deferred income tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related income tax benefit will be realized.

(xi) New accounting standards adopted in the current period

The Company adopted the following accounting standard that are effective for accounting periods beginning on or after January 1, 2019:

New standard IFRS 16‐ Leases

IFRS 16, Leases ("IFRS 16") was issued by the IASB on January 13, 2016, and replaced IAS 17, Leases. IFRS 16 eliminates the current dual accounting model for lessees, which distinguishes between on‐balance sheet finance leases and off‐balance sheet operating leases. Instead, IFRS 16 requires a single, on‐balance sheet accounting model that is similar to current finance lease accounting. Leases become an on‐balance sheet liability that attract interest, together with a new, right‐of‐ use asset.

The Company does not have any leases and accordingly, there was no impact to the Company's financial statements as a result of adopting this new standard.

(xii) Loss per share

As the Company has no operations and only one common share outstanding, loss per share information has not been provided.

(xiii) Standards, amendments and interpretations to existing standards that are not yet effective and have not been adopted early by the Company

At the date of authorization of these financial statements, certain new standards, amendments and interpretations to existing standards have been published but are not yet effective, and have not been adopted early by the Company.

3. SHAREHOLDERS' EQUITY

i. Authorized share capital

Unlimited common shares, without par value. Each common share entitles the holder to one shareholder vote.

There is no other class of shares in the Company.

ii. Share capital

As at December 31, 2019, there is only 1 issued and fully paid common share of the Company outstanding.

iii. Stock options

The company has a stock option plan in place and the Board of Directors has the authority and discretion to grant stock option awards within the limits in the stock option plan by establishing the exercise price and life of the stock options.

No stock options have been granted as at December 31, 2019.

4. RELATED PARTIES

The Company's related parties include its co‐founders, key management and their close family members, and the Company's directors and their close family members.

Related party transactions are recorded at their exchange amount, being the amount agreed to by the parties.

The Company had transactions and balances with its related parties during the period from Incorporation on July 30, 2019 to December 31, 2019. Transactions with the Company's related parties included \$122,785 owed to the Company's co‐ founders (one of which is Henry Heeney, who has been a director of the Company since July 30, 2019, and the other is Sean Pi, who was appointed a director of the Company on April 8, 2020) in connection with fairly valued past services performed for the Company.

The transactions for the period from July 30, 2019 to December 31, 2019 were as follows:

	For the period from
	July 30, 2019
	(date of incorporation)
	to December 31, 2019
The total of the transactions:
Funds owed to the Company's co‐founders(1)	\$ 122,785

(1) The Company owed \$76,656 to Henry Heeney and \$46,129 to Sean Pi

The amounts payable at December 31, 2019 were included in accounts payable and accrued liabilities as follows:

	December 31, 2019
Payable to co‐founders	\$ 122,785

5. CAPITAL MANAGEMENT

Mayfair Gold will have minimal capital until a transaction is contemplated. The capital of Mayfair Gold consists of its shareholders' equity. The Company's objectives when managing capital are to safeguard Mayfair Gold's ability to continue to pursue the acquisition, exploration and evaluation of mineral properties and to maintain optimal returnsto shareholders and benefits for other stakeholders. The Company manages its capital structure and makes adjustments to it, in order to have the funds available to support the acquisition and exploration and evaluation of mineral properties.

6. FINANCIAL INSTRUMENTS

Fair value measurement

The Company categorizes each of its fair value measurements in accordance with a fair value hierarchy. The fair value hierarchy establishes three levels to classify the inputs to valuation techniques used to measure fair value. Level 1 inputs are quoted prices(unadjusted) in active marketsfor identical assets or liabilities. Level 2 inputs are quoted pricesin markets that are not active, quoted prices for similar assets or liabilities in active markets, inputs other than quoted prices that are observable for the asset or liability (for example, interest rate and yield curves observable at commonly quoted intervals, forward pricing curves used to value currency and commodity contracts and volatility measurements used to value option contracts), or inputs that are derived principally from or corroborated by observable market data or other means. Level 3 inputs are unobservable (supported by little or no market activity).

The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs. The fair value hierarchy consists of the following inputs:

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.

Cash is measured using level 1 fair value inputs.

The fair value of the accounts payable and accrued liabilities approximates the carrying values due to the relatively short‐ term maturity of the financial instrument.

Financial instruments risks

The Company examines the various financial instrument risks to which it is exposed and assesses the impact and likelihood of those risks. These risks include credit risk, liquidity risk and market risk.

Credit risk

The Company is exposed to credit risk by holding cash. This risk is minimized by holding the funds in Canadian banks and credit unions or with Canadian governments.

Liquidity risk

Liquidity risk is the risk that the Company is unable to meet its financial obligations as they come due. The Company manages this risk by careful management of its working capital to ensure its expenditures will not exceed available resources.

7. INCOME TAXES

A reconciliation of income taxes at statutory rate with the reported taxes is as follows:

	December 31,
	2019
Loss for the period	\$ (122,785)
Expected income tax (recovery)	\$ (33,000)
Change in unrecognized deductible temporary di fferences	33,000
Total income tax expenses (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:

	December 31,
		2019
Deferred tax assets (liabilities)
Non‐capital losses available for future period		\$ 33,000
		33,000
Unrecognized deferred tax assets		(33,000)
Net deferred tax assets		\$ ‐

The significant components of the Company's temporary differences, unused tax losses that have not been included on the statement of financial position are as follows:

	December 31,
	2019	Expiry Date
Temporary di fferences
Non‐capital losses available for future periods	\$ 123,000	2040

Tax attributes are subject to review, and potential adjustment, by tax authorities.

8. SUBSEQUENT EVENTS

In March 2020, the Company issued 19,819,926 common shares at a fair value of \$0.01 per share for total consideration of \$198,200. The shares were issued in connection with fairly valued past services performed for the Company.

On March 10, 2020, the Company issued 5,000,000 common shares at a fair value of \$0.01 per share for total consideration of \$50,000 cash. The shares were issued as founders' shares.

Starting in March 2020, there was a global pandemic outbreak of COVID‐19. The actual and threatened spread of the virus globally has had material adverse effect on the global economy and, specifically, the regional economies in which the Company operates. The pandemic could have a negative impact on the Company's ability to potentially raise new capital. These factors, amongst others, could have a significant impact on the Company's future operations.

In April 2020, the Company issued 1,441,565 common shares at a fair value of \$0.05 per share for total consideration of \$72,078. The shares were issued in connection with consulting services provided to the Company.

In May 2020, the Company issued 2,400,000 common shares at a fair value of \$0.06 per share, for total consideration of \$144,000.

On June 8, 2020, the Company entered into a binding asset purchase agreement (the "Asset Purchase Agreement") with Lake Shore Gold Corp. ("Lake Shore"). Pursuant to the terms of the Asset Purchase Agreement, the Company agreed to acquire 21 fee simple patented properties, 153 unpatented mining claims, and 144 patented leasehold mining claims located in the Guibord, Munro, Michaud and McCool Townships in northeast Ontario, Canada (collectively, the "Fenn‐Gib Property"). As consideration for the acquisition of the Fenn‐Gib Property (the "Acquisition"), the Company will: (i) pay Lake Shore a cash payment of US\$11,000,000; and (ii) grant Lake Shore a 1.0% net smelter returns royalty derived from the future production of minerals from the Fenn‐Gib Property. On August 28, 2020, the Company placed \$14,651,033 (US\$11,000,000) in escrow in anticipation of closing the Acquisition. Closing of the Acquisition is subject to conditions as are customary for transactions of the nature and magnitude of the Acquisition.

In August 2020, the Company issued 220,213 common shares at a fair value of \$0.47 per share for total consideration of \$103,500. The shares were issued in connection with consulting services provided to the Company.

In August and September 2020, the Company issued 38,629,780 common shares at a fair value of \$0.47 per share, for gross proceeds of approximately \$18,155,996. Share issuance costs of \$229,028 were incurred in connection with the private placement.

On September 16, 2020, the Company acquired land and building for \$294,000, which will be the exploration office for the Company. A deposit of \$5,000 was made and the remainder was paid closing of the transaction which took place on October 26, 2020.

SCHEDULE "B"

MAYFAIR GOLD CORP. UNAUDITED INTERIM FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020

Interim Financial Statements (Expressed in Canadian Dollars)

MAYFAIR GOLD CORP

Three and nine months ended September 30, 2020 (Unaudited)

MAYFAIR GOLD CORP.

CONTENTS	Page
Interim Statements of Financial Position	3
Interim Statements of Loss and Comprehensive Loss	4
Interim Statements of Changes in Shareholders' Equity	5
Interim Statements of Cash Flows	6
Notes to the Interim Financial Statements	7 – 15

Interim Statements of Financial Position

In Canadian dollars

(Unaudited)

	Notes	September 30, 2020	December 31, 2019
ASSETS
Current assets
Cash		\$ 3,392,485	\$ 1
Cash held in trust	3	14,651,033	‐
Amounts receivable		149	‐
Prepaid expenses		5,800	‐
		18,049,467	1
Total assets		\$ 18,049,467	\$ 1
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued liabilities		\$ 311,499	\$ 122,785
		311,499	122,785
Shareholders' equity:
Share capital	4	18,494,747	1
Deficit		(756,779)	(122,785)
Total shareholders' equity		17,737,968	(122,784)
Total liabilities and shareholders' equity		\$ 18,049,467	\$ 1
Subsequent events	9

The notes to the interim financial statements are an integral part of these statements.

Approved on behalf of the Board of Directors on November 9, 2020:

"Sean Pi" "Henry Heeney" Director Director

Interim Statements of Loss and Comprehensive Loss

In Canadian dollars

(Unaudited)

			For the period from
			incorporation on
	Three months ended	Nine months ended	July 30, 2019 to
		Notes September 30, 2020 September 30, 2020	September 30, 2019
Expenses
Professional fees	\$ (215,772)		\$ (626,800) \$ (49,433)
Consulting fees		(42,029) (145,529) ‐
Office expenses	(3,141)		(4,045) ‐
Regulatory services	(4,947)		(4,947) ‐
Loss from operating expenses		(265,889) (781,321)	(49,433)
Foreign exchange gains	147,327	147,327	‐
Loss) and comprehensive loss for the period	\$ (118,562)		\$ (633,994) \$ (49,433)
Basic and diluted loss per common share 4 (iv)	\$ (0.00)		\$ (0.02) \$ (49,433)
Weighted average number of common shares outstanding ‐ basic and diluted	44,986,179	26,738,785	1

The notes to the interim financial statements are an integral part of these statements.

Interim Statements of Changes in Shareholders' Equity

In Canadian dollars (Unaudited)

	No te s	f s be ha Nu m r o re s	S ha ita l re c ap	f ic it De	l To ta
la ly Ba Ju 3 0, 2 0 1 9 nc e,		‐	\$ ‐	\$ ‐	\$ ‐
d in io it h in io Iss t at ue co nn ec n w co rp or n		1	1	‐	1
d he ive lo fo he io d Lo r t ss a n co mp re ns ss p er	1	‐	‐	( ) 4 9, 4 3 3	( ) 4 9, 4 3 3
la be Ba Se 3 0, 2 0 1 9 te nc e, p m r		1	1	( ) 4 9, 4 3 3	( ) 4 9, 4 3 2
d he ive lo fo he io d Lo r t ss a n co mp re ns ss p er		‐	‐	( ) 7 3, 3 5 2	( ) 7 3, 3 5 2
la be 3 2 0 9 Ba De 1, 1 nc e, ce m r		1	1	( ) 2 2, 8 1 7 5	( ) 2 2, 8 1 7 4
f c ha in k in d fo ice Iss ua nc o e om mo s n res r s er v s ‐		2 8 0 1, 4 1, 7 4	3 3, 8 7 7 7	‐	3 3, 8 7 7 7
f c ha fo de ' s ha Iss ua nc o e om mo s n res un rs res ‐	( ) i i 4	0 0 0, 0 0 0 5,	0, 0 0 0 5	‐	0, 0 0 0 5
f c ha iva lac Iss te t ua nc o e om mo s n res p r p em en ‐		2, 0 0, 0 0 0 4	0 0 0 1 4 4,	‐	0 0 0 1 4 4,
f c ha iva lac Iss te t ua nc o e om mo s n res p r p em en ‐	( ) i i 4	3 8, 6 2 9, 8 0 7	8, 9 9 6 1 1 5 5,	‐	8, 9 9 6 1 1 5 5,
S ha iss sts re ue co		‐	( ) 2 2 9, 0 2 8	‐	( ) 2 2 9, 0 2 8
d he lo fo he d Lo ive io r t ss a n co mp re ns ss p er		‐	‐	( ) 6 3 3, 9 9 4	( ) 6 3 3, 9 9 4
lan Se be 3 0, 2 0 2 0 Ba te ce p m r ,		6 8 7, 5 1 1, 4 5	\$ 8, 9 1 4 4, 7 4 7	\$ ( ) 6, 9 7 5 7 7	\$ 3 9 6 8 1 7, 7 7,

The notes to the interimfinancial statements are an integral part of these statements.

Interim Statements of Cash Flows

In Canadian dollars (Unaudited)

		For the period from
		incorporation on
	Nine months ended	July 30, 2019 to
Notes	September 30, 2020 September 30, 2019
Cash provided by (used in):
Operating activities:
Net loss for the period	\$ (633,994)	\$ (49,433)
Adjustments:
Foreign exchange gains	(147,327)	‐
Changes in non‐cash operating working capital:
Amounts receivable	(149)	‐
Prepaid expenses	(5,800)	‐
Accounts payable and accrued liabilities	562,492	49,433
	(224,778)	‐
Investing activities:
Cash held in trust for asset acquisition	(14,406,831)	‐
	(14,406,831)	‐
Financing activities:
Issuance of shares ‐ private placements proceeds, net of costs 4 (ii)	18,120,968	‐
Issued in connection with incorporation	‐	1
	18,120,968	1
Effect of foreign exchange rate changes on cash	(96,875)	‐
Increase in cash	3,392,484	1
Cash, beginning of period	1	‐
Cash, end of period	\$ 3,392,485	\$ 1

Supplementary cash‐flow information

Non‐cash transactions:

Common shares with a fair value of \$373,778 were issued to settle consulting services provided to the Company for the nine months period ended September 30, 2020 (\$Nil for the period from incorporation on July 30, 2019 to September 30, 2019).

The notes to the interim financial statements are an integral part of these statements.

1. NATURE OF OPERATIONS

Mayfair Gold Corp. ("Mayfair Gold" or "the Company") was incorporated on July 30, 2019 under the British Columbia Business Corporation Act.

The address of the Company's registered office and its principal place of business is 1055 West Georgia Street, Suite 1500, Vancouver, BC, Canada, V6E 4N7.

The principal business of the Company is to acquire, explore, evaluate and develop mineral properties.

These interim financial statements were authorized for issue by the Company's Board of Directors on November 9, 2020.

2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

These unaudited interim financial statements of the Company were prepared in accordance with International Accounting Standards 34, Interim Financial Reporting ("IAS 34"). The accounting policies used in the preparation of these unaudited interim financialstatements are consistent with those used in the annual financialstatementsfor the year ended December 31, 2019.

(i) Basis of preparation

These financial statements have been prepared on a historical cost basis, except for financial instruments which are classified as fair value through profit or loss ("FVTPL"). In addition, these financial statements have been prepared using the accrual basis of accounting.

All amounts on the financial statements are presented in Canadian dollars.

The significant accounting policies adopted in the preparation of these financial statements are set out below.

(ii) Functional currency

The functional currency of the Company is the Canadian dollar.

In preparing the financial statements, transactions in currencies other than the Company's functional currency are recognized at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are re‐translated at the rates prevailing at that date. Non‐monetary items that are measured based on historical cost in a foreign currency are translated at the exchange rate at the date of the transaction.

Exchange differences are recognized in profit or loss in the period in which they arise or presented in the statements of loss and comprehensive loss.

(iii) Interest income

Interest income from financial assets is recognized when it is probable that the economic benefits will flow to the Company and the amount of income can be measured reliably. Interest income is accrued on the basis of time that has passed by reference to the principal outstanding and at the effective interest rate.

(iv) Financial instruments

The Company classifies its financial instruments in the following categories: as FVTPL, financial assets at amortized cost and financial liabilities at amortized cost. The classification depends on the purpose for which the financial assets or liabilities were acquired. Management determines the classification of financial assets and liabilities at initial recognition.

Recognition

The Company recognizes financial assets and financial liabilities on the date the Company becomes a party to the contractual provisions of the instruments.

Classification

The Company classifiesitsfinancial assets and financial liabilities using the following measurement categories:

• (a) Those to be measured subsequently at fair value (either through other comprehensive income or loss or through profit or loss; and
• (b) Those to be measured at amortized cost.

The classification of financial assets depends on the business model for managing the financial assets and the contractual terms of the cash flows. Financial liabilities are classified as those to be measured at amortized cost unless they are designated as those to be measured subsequently at FVTPL (an irrevocable election at the time of recognition). For assets and liabilities measure at fair value, gains or losses are either recorded in profit or loss or other comprehensive income or loss.

The Company reclassifies financial assets when and only when its business model for managing those assets changes. Financial liabilities are not reclassified.

The Company has classified its financial instruments as follows:

Asset/Liability	Classification	Measurement
Cash	Assets	Fair value
Cash held in trust	Assets	Fair value
Amounts receivable	Amortized cost	Amortized cost
Accounts payable and accrued liabilities	Amortized cost	Amortized cost

Impairment of financial assets

The Company assesses all information available, including on a forward‐looking basis, the expected credit losses associated with its assets carried at amortized cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. To assess whether there is a significant increase in credit risk, the Company compares the risk of a default occurring on the asset as the reporting date, with the risk of default as at the date of initial recognition, based on all information available, and reasonable and supportive forward‐looking information.

The Company's cash consists of balances with banks.

The fair values of the Company's amounts receivable, and accounts payable and accrued liabilities approximate their carrying values because of the immediate or short‐term to maturity of these financial instruments.

(v) Mineral property and exploration and evaluation costs

Exploration and evaluation ("E&E") costs are those costs required to find a mineral property and determine commercial viability and technical feasibility. E&E costs include costs to establish an initial mineral resource and determine whether

inferred mineral resources can be upgraded to measured and indicated mineral resources and whether measured and indicated mineral resources can be converted to proven and probable reserves.

Exploration and evaluation costs consist of:

• gathering exploration data through topographical and geological studies;
• exploratory drilling, trenching and sampling;
• determining the volume and grade of the resource;
• test work on geology, metallurgy, mining, geotechnical and environmental; and
• conducting and refining engineering, marketing and financial studies.

Costs in relation to these activities are expensed as incurred until such time that technical feasibility and commercial viability are demonstrable. At such time, mineral properties are assessed for impairment, and an impairment loss, if any, is recognized. Capitalized acquisition costs included in mineral properties are transferred to capitalized costs within property, plant and equipment, or intangible assets, as appropriate. Determination of technical feasibility and commercial viability require management'sjudgment and include assessment of legal, environmental, social and governmental factors.

The Company recognizes E&E costs as assets when acquired as part of a business combination, or asset purchase, or as a result of rights acquired relating to a mineral property. These assets are recognized at fair value or relative fair value if applicable. Capitalized E&E consists of:

• acquired interest in exploration properties;
• amounts paid for acquired rights associated with exploration properties; and
• changes in decommissioning and restoration amounts capitalized during the period.

Management reviews its mineral property at each reporting period for signs of impairment and annually after each exploration season to consider if there is impairment in value taking into consideration current year exploration results and management's assessment of the future probability of profitable operations from the property, or likely gains from the disposition or option of the property. If a property is abandoned or inactive for a prolonged period, or considered to have no future economic potential, the acquisition costs are written off to profit or loss.

(vi) Environmental rehabilitation

An obligation to incur restoration, rehabilitation and environmental costs arises when environmental disturbance is caused by the exploration, development or ongoing production of a mineral property. The estimated costs arising from the decommissioning of plant and other site preparation work, discounted to their net present value, are determined, and capitalized at the start of each project to the carrying amount of the asset, as soon as the obligation to incur such costs arises. Discount rates, using a pre‐tax rate that reflects the time value of money, are used to calculate the net present value. These costs are charged against profit or loss over the economic life of the related asset, through amortization using either the unit of production or the straight‐line method. The related liability is adjusted at each reporting date for the unwinding of the discount rate, for changes to the current market‐based discount rate, and for changes to the amount or timing of the underlying cash flows needed to settle the obligation. Costs of restoration of subsequent site damage which is created on an ongoing basis during production are provided for at their net present values and charged to profit or loss as extraction progresses.

(vii) Impairment of non‐financial assets

Non‐financial assets are reviewed quarterly by management for indicators that carrying value is impaired and may not be recoverable. When indicators of impairment are present the recoverable amount of an asset is evaluated at the cash generating unit ("CGU") level, which is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. The recoverable amount of a CGU is the greater of the CGU's fair value less costs to sell and its value in use. An impairment loss is recognized in profit or loss to the extent that the carrying amount exceeds the recoverable amount.

(viii) Share capital

Common shares are classified as equity. Transaction costs directly attributable to the issue of common shares and share options are recognized as a deduction from equity, net of any tax effects. Common shares issued for consideration other than cash, are valued based on their market value at the date the shares are issued. Equity‐settled share‐based payments to employees and others providing similar services are measured at the fair value of the equity instruments at the grant date.

(ix) Share‐based payment transactions

The Company has a stock option plan that provides for the granting of options to Officers, Directors, related company employees and consultants to acquire shares of the Company. The fair value of the options is measured on grant date and is recognized as an expense with a corresponding increase in contributed surplus as the options vest.

Options granted to employees and others providing similar services are measured at grant date at the fair value of instruments issued. Fair value is determined using the Black‐Scholes option pricing model taking into account the terms and conditions upon which the options were granted. The amount recognized as an expense is adjusted to reflect the actual number of share options that are expected to vest. Each tranche in an award with graded vesting is considered a separate grant with a different vesting date and fair value. Each grant is accounted for on that basis.

Options granted to non‐employees are measured at the fair value of the goods or services received, unless that fair value cannot be estimated reliably, in which case the fair value of the equity instruments issued is used. The value of goods or services is recorded at the earlier of the vesting date, or the date the goods or services are received.

Over the vesting period, share‐based payments are recorded as an operating expense and as contributed surplus. When options are exercised the consideration received is recorded as share capital and the related share‐based payments originally recorded as contributed surplus are transferred to share capital. When an option is cancelled or expires, the initial recorded value is reversed from contributed surplus and credited to deficit.

(x) Loss per share

Basic loss or earnings per share is calculated by dividing loss or earnings attributable to common shares by the weighted average number of shares outstanding during the period.

Diluted loss or earnings per share is calculated using the denominator of the basic loss or earnings calculation described above adjusted to include the potentially dilutive effect of outstanding stock options.

(xi) Income taxes and deferred taxes

The income tax expense is comprised of current and deferred income taxes. Current and deferred income tax are recognized in profit or loss, except to the extent that they relate to itemsrecognized directly in equity or equity instruments.

Current income tax is the expected tax payable or receivable on the taxable profit or loss for the period, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous periods.

Deferred income tax isrecognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred income tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred income tax assets and liabilities are offset if there is a legally enforceable right to offset current income tax liabilities and assets, and they relate to income taxes levied by the same tax authority for the same taxable entity. A deferred income tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable income will be available against which they can be utilized. Deferred income tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related income tax benefit will be realized.

(xii) Standards, amendments and interpretations to existing standards that are not yet effective and have not been adopted early by the Company

At the date of authorization of these financial statements, certain new standards, amendments and interpretations to existing standards have been published but are not yet effective, and have not been adopted early by the Company.

3. CASH HELD IN TRUST

On June 8, 2020, the Company entered into a binding asset purchase agreement (the "Asset Purchase Agreement") with Lake Shore Gold Corp. ("Lake Shore"). Pursuant to the terms of the Asset Purchase Agreement, the Company agreed to acquire 21 fee simple patented properties, 153 unpatented mining claims, and 144 patented leasehold mining claims located in the Guibord, Munro, Michaud and McCool Townships in northeast Ontario, Canada (collectively, the "Fenn‐Gib Property"). As consideration for the acquisition of the Fenn‐Gib Property (the "Acquisition"), the Company will: (i) pay Lake Shore a cash payment of US\$11,000,000; and (ii) grant Lake Shore a 1.0% net smelter returns royalty derived from the future production of minerals from the Fenn‐Gib Property. On August 28, 2020, the Company placed \$14,651,033 (US\$11,000,000) in escrow in anticipation of closing the Acquisition. Closing of the Acquisition is subject to conditions as are customary for transactions of the nature and magnitude of the Acquisition.

4. SHARE CAPITAL

i. Authorized share capital

Unlimited common shares, without par value. Each common share entitles the holder to one shareholder vote.

There is no other class of shares in the Company.

ii. Share capital

The number of shares issued and fully paid as at September 30, 2020 is 67,511,485.

Transactions for the issue of share capital during the period ended September 30, 2020:

• (a) In March 2020, the Company issued 19,819,926 common shares at a fair value of \$0.01 per share for total consideration of \$198,200. The shares were issued in connection with fairly valued past services performed for the Company.
• (b) On March 10, 2020, the Company issued 5,000,000 common shares at a fair value of \$0.01 per share for total consideration of \$50,000 cash. The shares were issued as founders' shares.

• (c) In April 2020, the Company issued 1,441,565 common shares at a fair value of \$0.05 per share for total consideration of \$72,078. The shares were issued in connection with consulting services provided to the Company.

• (d) In May 2020, the Company completed a private placement consisting of the issue of 2,400,000 common shares at a price of \$0.06 per share for total consideration of \$144,000.

• (e) In August 2020, the Company issued 220,213 common shares at a fair value of \$0.47 per share for total consideration of \$103,500. The shares were issued in connection with consulting services provided to the Company.
• (f) In August and September 2020, the Company completed a private placement consisting of the issue of 38,629,780 common shares at a price of \$0.47 per share for gross proceeds of \$18,155,996.

Share issuance costs of \$229,028 were incurred in in connection with the private placement.

iii. Stock options

The company has a stock option plan in place and the Board of Directors has the authority and discretion to grant stock option awards within the limits in the stock option plan by establishing the exercise price and life of the stock options.

No stock options have been granted as at September 30, 2020 and December 31, 2019.

iv. Loss per share

The following table sets forth the computation of basic and diluted loss or earnings per share:

			For the period from
			incorporation on
	Three months ended	Nine months ended	July 30, 2019 to
		September 30, 2020 September 30, 2020 September 30, 2019
Numerator
Net loss for the period		\$ (118,562) \$ (633,994) \$ (49,433)
Denominator
For basic ‐ weighted average number of shares outstanding	44,986,179	26,738,785	1
Effect of dilutive securities	‐	‐	‐
For diluted ‐ adjusted weighted average number of shares outstanding	44,986,179	26,738,785	1
Loss Per Share
Basic		\$ (0.00) \$ (0.02) \$ (49,433)
Diluted		\$ (0.00) \$ (0.02) \$ (49,433)

5. RELATED PARTIES

The Company's related parties include its co‐founders, key management and their close family members, and the Company's directors and their close family members.

Related party transactions are recorded at their exchange amount, being the amount agreed to by the parties.

The Company had transactions and balances with Heeney Capital Corp. and with the co‐founders (one of which is Henry Heeney, who has been a director of the Company since July 30, 2019, and the other is Sean Pi, who was appointed a director of the Company on April 8, 2020) of the Company during the three and nine months ended September 30, 2020.

Transactions with Heeney Capital Corp are in the nature of monthly consulting services. Transactions with co‐founders are in connection with fairly valued past services performed for the Company.

The transactions for the three and nine months ended September 30, 2020 and for the period from incorporation on July 30, 2019 to September 30, 2019 were as follows:

			For the period from
			incorporation on
	Three months ended	Nine months ended	July 30, 2019 to
	September 30, 2020	September 30, 2020	September 30, 2019
The total of the transactions:
Funds owed to the Company's co‐founders(1)	\$ ‐	\$ 75,415	\$ 49,433
Consulting services charged by Heeney Capital Corp.	\$ 37,500	\$ 75,000	\$ ‐

(1) The Company owed \$47,083 to Henry Heeney and \$28,332 to Sean Pi.

The amounts payable at September 30, 2020 and December 31, 2019 were included in accounts payable and accrued liabilities as follows:

	September 30,	December 31,
	2020	2019
Payable to Heeney Capital Corp.	\$ 75,000	\$ ‐
Payable to co‐founders	\$ ‐	\$ 122,785

6. FINANCIAL INSTRUMENTS

Fair value measurement

The Company categorizes each of its fair value measurements in accordance with a fair value hierarchy. The fair value hierarchy establishes three levels to classify the inputs to valuation techniques used to measure fair value. Level 1 inputs are quoted prices(unadjusted) in active marketsfor identical assets or liabilities. Level 2 inputs are quoted pricesin markets that are not active, quoted prices for similar assets or liabilities in active markets, inputs other than quoted prices that are observable for the asset or liability (for example, interest rate and yield curves observable at commonly quoted intervals, forward pricing curves used to value currency and commodity contracts and volatility measurements used to value option contracts), or inputs that are derived principally from or corroborated by observable market data or other means. Level 3 inputs are unobservable (supported by little or no market activity).

The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs.

The fair values of the amounts receivable and accounts payable and accrued liabilities approximate their carrying values due to the relatively short‐term maturity of these financial instruments.

The following table shows the carrying amounts and fair values of the Company's financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.

	Carrying amount				Fair value
		Fair value		Liabilities at
	Assets at	through profit		amortized
September 30, 2020	amortized cost	and loss		cost	Total		Level 1		Level 2		Level 3	Total
Financial assets not measured at fair value
Cash	\$ ‐	\$ 3,392,485		\$ ‐	\$ 3,392,485	\$	3,392,485		\$ ‐		‐ \$	\$ 3,392,485
Amounts receivable	149	‐		‐	149		\$ ‐		‐ \$		‐ \$	‐ \$
Cash held in trust	‐	14,651,033		‐	14,651,033	\$	14,651,033		\$ ‐		‐ \$	\$ 14,651,033
	\$ 149	\$ 18,043,518		\$ ‐	\$ 18,043,667
Financial liabilities not measured at fair value
Accounts payable and accrued liabilities	\$ ‐	\$ ‐		\$ 311,499	\$ 311,499		\$ ‐		‐ \$		‐ \$	‐ \$
	\$ ‐	\$ ‐		\$ 311,499	\$ 311,499

Derivative instruments are valued using DCF models. These models require a variety of observable inputs including market prices, forward price curves and yield curves. These inputs are obtained from or verified with the market where possible.

Financial instruments risks

The Company examines the various financial instrument risks to which it is exposed and assesses the impact and likelihood of those risks. These risks include credit risk, liquidity risk and market risk.

Credit risk

The Company is exposed to credit risk by holding cash. This risk is minimized by holding the funds in Canadian banks and credit unions or with Canadian governments. The Company has minimal accounts receivable exposure as its refundable credits are due from the Canadian Government.

Liquidity risk

Liquidity risk is the risk that the Company is unable to meet its financial obligations as they come due. The Company manages this risk by careful management of its working capital to ensure its expenditures will not exceed available resources.

7. CAPITAL MANAGEMENT

The capital of Mayfair Gold consists of its shareholders' equity. The Company's objectives when managing capital are to safeguard Mayfair Gold's ability to continue to pursue the exploration and evaluation of its mineral properties and to maintain optimal returns to shareholders and benefits for other stakeholders. The Company manages its capital structure and makes adjustments to it, in order to have the funds available to support the acquisition and exploration and evaluation of mineral properties. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company's management to sustain future development of the business.

In order to carry out the planned management of the Company and to pay for administrative costs, the Company will utilize its existing working capital and as require raise additional funds.

Management reviews its capital management approach on an on‐going 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 ended September 30, 2020.

8. SEGMENTED REPORTING

The Company has determined that it has only one operating segment.

9. SUBSEQUENT EVENTS

Subsequent to the period ended September 30, 2020, the Company completed the acquisition of land and building for \$294,000 which will be the exploration office for the Company.

SCHEDULE "C"

MAYFAIR GOLD CORP. MANAGEMENT'S DISCUSSION AND ANALYIS FOR THE PERIOD FROM JULY 30, 2019 (DATE OF INCORPORATION) TO DECEMBER 31, 2019

Management's Discussion and Analysis

MAYFAIR GOLD CORP.

AS AT DECEMBER 31, 2019 AND FOR THE PERIOD FROM INCORPORATION ON JULY 30, 2019 TO DECEMBER 31, 2019

1. DATE

This Management's Discussion and Analysis ("MD&A") of Mayfair Gold Corp. (the "Company") has been prepared by management as of November 9, 2020 and should be read in conjunction with the audited financial statements and related notes thereto of the Company for the period from incorporation on July 30, 2019 to December 31, 2019, which have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and International Financial Reporting Interpretations Committee ("IFRIC").

This MD&A contains forward-looking information which reflects management's expectations regarding the Company's growth, results of operations, performance and business prospects and opportunities. The use of words such as "anticipate", "continue", "estimate", "expect", "may", "will", "project", "should", "believe", "outlook", "forecast" and similar expressions are intended to identify such forward-looking statements.

Forward-looking statements in this MD&A include, but are not limited to, the Company's expectation of future activities and results, of its working capital needs and its ability to identify, evaluate and pursue suitable business opportunities. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in these forward-looking statements. Readers should not put undue reliance on forward-looking information.

All amounts in this MD&A are presented in Canadian dollars ("CAD").

Historical results of operations and trends that may be inferred from the following MD&A may not necessarily indicate future results from operations.

2. GOING CONCERN

This MD&A and the accompanying financial statements are prepared on the basis that the Company will continue as a going concern, which assumes that the Company will be able to continue for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of operations. The Company has limited financial resources, no source of operating cash flows, and there is no assurance that sufficient funding (including adequate financing) will be available for acquisition, exploration and development of mineral properties.

The application of the going concern concept is dependent upon the Company's ability to generate future profitable operations and receive continued financial support from its creditors and shareholders. This MD&A and the accompanying financial statements do not give effect to any adjustments that might be required should the Company be unable to continue as a going concern.

In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company's business or results of operations at this time. This indicates the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern.

3. OVERALL PERFORMANCE

The Company was incorporated on July 30, 2019 under the laws of the Province of British Columbia pursuant to the Business Corporations Act ("BCBCA"). The Company's head, registered and records office is located at 1500-1055 West Georgia Street, Vancouver, British Columbia V6E 4N7. The principal business of the Company is to acquire, explore, evaluate and develop mineral properties. As at December 31, 2019, the Company did not own any mineral properties but was actively pursuing transactions to acquire such a property.

4. SELECTED ANNUAL FINANCIAL INFORMATION

The following selected annual financial information is derived from the Company's financial statements for the period from incorporation on July 30, 2019 to December 31, 2019 and should be read together with the Company's annual financial statements.

	For the period from July 30,
	2019 (date of incorporation)
	to December 31, 2019
Total Revenue	Nil
Profit (Loss) for the period	\$ (122,785)
Profit (Loss) for the period per share	\$ (122,785)
Total assets	\$ 1
Total liabilities	\$ 122,785
Retained Earnings (deficit)	\$ (122,785)

5. RESULTS OF OPERATIONS

During the period from incorporation on July 30, 2019 to December 31, 2019, the Company reported a loss \$122,785 or \$122,785 per share, which was entirely attributable \$122,785 owed to the Company's co-founders (one of which is Henry Heeney, who has been a director of the Company since July 30, 2019, and the other is Sean Pi, who was appointed a director of the Company on April 8, 2020) in connection with fairly valued past services performed for the Company.

6. SUMMARY OF QUARTERLY RESULTS

Quarterly financial information for interim periods preceding the date of this MD&A have been omitted as the Company has not prepared financial statements for such interim periods.

7. LIQUIDITY AND CASH FLOW

During the period ended December 31, 2019 cash expended on operating activities was \$122,785 and the Company had \$1 of cash inflows, which was from the issuance of one common share in connection with incorporation.

Management plans to continue to pursue equity and/or debt financing to support operations. There can be no assurance that these financing efforts will be successful. Failure to maintain the support of creditors and obtain additional external financing will cause the Company to curtail operations and the Company's ability to continue as a going concern will be impaired. The outcome of these matters cannot be predicted at this time. However, management believes that based on equity financing received subsequent to year-end, the Company's working capital is sufficient for the Company to continue as a going concern beyond one year.

8. CAPITAL MANAGEMENT

The Company's capital consists of its shareholders' equity. The Company's objectives when managing capital are to safeguard the Company's ability to continue to pursue the acquisition, exploration and evaluation of mineral properties and to maintain optimal returns to shareholders and benefits for other stakeholders. The Company manages its capital structure and makes adjustments to it, in order to have the funds available to support the acquisition, exploration and evaluation of mineral properties.

9. OFF-BALANCE SHEET ARRANGEMENTS

The Company does not utilize off-balance sheet arrangements.

10. TRANSACTIONS WITH RELATED PARTIES

The Company's related parties include its co-founders, key management and their close family members, and the Company's directors and their close family members.

Related party transactions are recorded at their exchange amount, being the amount agreed to by the parties.

The Company had transactions and balances with its related parties during the period from incorporation on July 30, 2019 to December 31, 2019. Transactions with the Company's related parties included \$122,785 owed to the Company's co-founders (one of which is Henry Heeney, who has been a director of the Company since July 30, 2019, and the other is Sean Pi, who was appointed a director of the Company on April 8, 2020) in connection with fairly valued past services performed for the Company.

The transactions for the period from July 30, 2019 to December 31, 2019 were as follows:

	For the period from
	July 30, 2019
	(date of incorporation)
	to December 31, 2019
The total of the transactions:
Funds owed to the Company's co-founders(1)	\$ 122,785

(1) The Company owed \$76,656 to Henry Heeney and \$46,129 to Sean Pi

The amounts payable at December 31, 2019 were included in accounts payable and accrued liabilities as follows:

	December 31, 2019
Payable to co-founders	\$ 122,785

11. CHANGES IN ACCOUNTING POLICIES INCLUDING INITIAL ADOPTION

The financial information presented in this MD&A has been prepared in accordance with IFRS. The Company's significant accounting policies are set out in Note 2 of the financial statements of the Company, as at and for the period ended December 31, 2019.

12. FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS

Recognition

The Company recognizes financial assets and financial liabilities on the date the Company becomes a party to the contractual provisions of the instruments.

Classification

The Company classifies its financial assets and financial liabilities using the following measurement categories:

• (a) Those to be measured subsequently at fair value (either through other comprehensive income or loss or through profit or loss; and
• (b) Those to be measured at amortized cost.

The classification of financial assets depends on the business model for managing the financial assets and the contractual terms of the cash flows. Financial liabilities are classified as those to be measured at amortized cost unless they are designated as those to be measured subsequently at FVTPL (an irrevocable election at the time of recognition). For assets and liabilities measured at fair value, gains or losses are recorded either in profit or loss or other comprehensive income or loss.

The Company reclassifies financial assets when and only when its business model for managing those assets changes. Financial liabilities are not reclassified.

The Company's sole financial asset is cash and is measured at fair value.

Impairment of Financial Assets

The Company assesses all information available, including on a forward-looking basis, the expected credit losses associated with its assets carried at amortized cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. To assess whether there is a significant increase in credit risk, the Company compares the risk of a default occurring on the asset at the reporting date, with the risk of default as at the date of initial recognition, based on all information available, and reasonable and supportive forward-looking information.

Fair Value Measurement

The Company categorizes each of its fair value measurements in accordance with a fair value hierarchy. The fair value hierarchy establishes three levels to classify the inputs to valuation techniques used to measure fair value. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices in markets that are not active, quoted prices for similar assets or liabilities in active markets, inputs other than quoted prices that are observable for the asset or liability (for example, interest rate and yield curves observable at commonly quoted intervals, forward pricing curves used to value currency and commodity contracts and volatility measurements used to value option contracts), or inputs that are derived principally from or corroborated by observable market data or other means. Level 3 inputs are unobservable (supported by little or no market activity).

The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs. The fair value hierarchy consists of the following inputs:

• 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.

Cash is measured using Level 1 fair value inputs.

The fair value of the accounts payable and accrued liabilities approximates the carrying values due to the relatively short-term maturity of the financial instrument.

Financial Instrument Risks

The Company examines the various financial instrument risks to which it is exposed and assesses the impact and likelihood of those risks. These risks include credit risk, liquidity risk and market risk.

(i) Credit Risk

The Company is exposed to credit risk by holding cash. This risk is minimized by holding the funds in Canadian banks and credit unions or with Canadian governments.

(ii) Liquidity Risk

Liquidity risk is the risk that the Company is unable to meet its financial obligations as they come due. The Company manages this risk by careful management of its working capital to ensure its expenditures will not exceed available resources.

(iii) Market Risk

COVID-19 and the resulting financial and economic uncertainty have created volatility in financial and commodity markets. Central banks announced emergency measures, including interest rate cuts, while governments have implemented, and continue to implement, unprecedented fiscal stimulus to support economic stability. Recent vaccine breakthroughs have the potential to contain the economic disruption caused by the pandemic, but the risks of economic uncertainty and market volatility are expected to remain until the pandemic is brought under control.

13. OTHER REQUIREMENTS

Additional Information for Venture Issuers without Significant Revenue

Additional disclosure regarding the Company's expenses are provided in the Company's Statement of Loss and Compressive Loss in the Company's financial statements for the period from incorporation on July 30, 2019 to December 31, 2019.

Outstanding Share Data

As of December 31, 2019 the Company's authorized share structure comprised of an unlimited number of common shares without par value, of which one common share was issued and outstanding. As of December 31, 2019 the Company did not have any warrants or stock options outstanding.

Subsequent Events

Starting in March 2020, there was a global pandemic outbreak of COVID-19. The actual and threatened spread of the virus globally has had material adverse effect on the global economy and, specifically, the regional economies in which the Company operates. The pandemic could have a negative impact on the Company's ability to raise additional capital. These factors, amongst others, could have a significant impact on the Company's future operations.

On March 4, 2020, the Company issued 19,819,926 common shares at a fair value of \$0.01 per share for total consideration of \$198,200. The common shares were issued in connection with fairly valued past services performed for the Company.

On March 10, 2020, the Company issued 5,000,000 common shares at a fair value of \$0.01 per share for total consideration of \$50,000 cash. The common shares were issued as founders' shares.

On April 9, 2020, the Company issued 1,441,565 common shares at a fair value of \$0.05 per share for total consideration of \$72,078. The common shares were issued in connection with consulting services provided to the Company.

On May 1, 2020, the Company completed a private placement consisting of the issue of 2,400,000 common shares at a price of \$0.06 per share for total consideration of \$144,000.

On June 8, 2020, the Company entered into a binding asset purchase agreement (the "Asset Purchase Agreement") with Lake Shore Gold Corp. ("Lake Shore"). Pursuant to the terms of the Asset Purchase Agreement, the Company agreed to acquire 21 fee simple patented properties, 153 unpatented mining claims, and 144 patented leasehold mining claims located in the Guibord, Munro, Michaud and McCool Townships in northeast Ontario, Canada (collectively, the "Fenn-Gib Property"). As consideration for the acquisition of the Fenn-Gib Property (the "Acquisition"), the Company will: (i) pay Lake Shore a cash payment of US\$11,000,000; and (ii) grant Lake Shore a 1.0% net smelter returns royalty derived from the future production of minerals from the Fenn-Gib Property. On August 28, 2020, the Company placed \$14,651,033 (US\$11,000,000) in escrow in anticipation of closing the Acquisition. Closing of the Acquisition is subject to conditions as are customary for transactions of the nature and magnitude of the Acquisition.

On August 14, 2020, Company completed a private placement consisting of the issue of 220,213 common shares at a price of \$0.47 per share for total consideration of \$103,500.

On August 21, 2020, Company completed a private placement consisting of the issue of 21,803,599 common shares at a price of \$0.47 per share for total consideration of \$10,123,692.

On August 24, 2020, Company completed a private placement consisting of the issue of 16,719,798 common shares at a price of \$0.47 per share for total consideration of \$7,858,306.

On September 23, 2020, Company completed a private placement consisting of the issue of 106,838 common shares at a price of \$0.47 per share for total consideration of \$50,000.

On September 16, 2020, the Company acquired land and building for \$294,000, which will be the exploration office for the Company. A deposit of \$5,000 was made and the remainder was paid closing of the transaction which took place on October 26, 2020.

Approved on behalf of the Board of Directors on January 13, 2021:

"Sean Pi" "Henry Heeney" Director Director

SCHEDULE "D"

MAYFAIR GOLD CORP. MANAGEMENT'S DISCUSSION AND ANALYIS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020

Management's Discussion and Analysis

MAYFAIR GOLD CORP.

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2020

1. DATE

This Management's Discussion and Analysis ("MD&A") of Mayfair Gold Corp. (the "Company") has been prepared by management as of November 9, 2020 and should be read in conjunction with the unaudited financial statements and related notes thereto of the Company for the three and nine months ended September 30, 2020, which have been prepared in accordance with International Accounting Standards 34, Interim Financial Reporting ("IAS 34"). The accounting policies used in the preparation of these unaudited interim financial statements are consistent with those used in the annual financial statements for the year ended December 31, 2019.

This MD&A contains forward-looking information which reflects management's expectations regarding the Company's growth, results of operations, performance and business prospects and opportunities. The use of words such as "anticipate", "continue", "estimate", "expect", "may", "will", "project", "should", "believe", "outlook", "forecast" and similar expressions are intended to identify forward-looking statements.

Forward-looking statements in this MD&A include, but are not limited to, the Company's expectation of future activities and results, of its working capital needs and its ability to identify, evaluate and pursue suitable business opportunities. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in these forward-looking statements. Readers should not put undue reliance on forward-looking information.

All amounts in this MD&A are presented in Canadian dollars ("CAD").

Historical results of operations and trends that may be inferred from the following MD&A may not necessarily indicate future results from operations.

2. IMPACT OF COVID-19

In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally. The international response to the spread of COVID-19 has led to significant restrictions on travel; temporary business closures; quarantines; global stock market and financial market volatility; a general reduction in consumer activity; operating, supply chain and project development delays and disruptions; and declining trade and market sentiment; all of which have and could further affect commodity prices, interest rates, credit ratings and credit risk.

Current global financial and economic conditions can be unpredictable. Many industries are impacted by these market conditions and the COVID-19 virus. Some key impacts of the current financial market turmoil arising from the COVID-19 virus include contraction in credit markets resulting in a widening of credit risk, devaluations and high volatility in global equity, commodity, foreign exchange, novel fiscal policy and monetary policy and monetary markets and a lack of market liquidity. Additionally, global economic conditions arising from the COVID-19 virus may cause a long-term decrease in asset values. If such global volatility and market turmoil continue, the Company's operations and financial condition could be adversely impacted. The overall severity and duration of COVID-19 related adverse impacts on the Company's business will depend on future developments, which cannot currently be predicted, including directives of the federal and provincial governments and health authorities.

3. OVERALL PERFORMANCE

The Company was incorporated on July 30, 2019 under the laws of the Province of British Columbia pursuant to the Business Corporations Act ("BCBCA"). The Company's head, registered and records office is located at 1500-1055 West Georgia Street, Vancouver, British Columbia V6E 4N7. The Company is a mineral exploration company focused on acquiring, exploring and developing mineral deposits in Canada and the United States.

(i) Asset Purchase Agreement

On June 8, 2020, the Company entered into an asset purchase agreement (the "Asset Purchase Agreement") with Lake Shore Gold Corp. ("Lake Shore") to acquire 21 fee simple patented properties, 153 unpatented mining claims, and 144 patented leasehold mining claims located in the Guibord, Munro, Michaud and McCool Townships in northeast Ontario, Canada (collectively, the "Fenn-Gib Property"). As consideration for the acquisition of the Fenn-Gib Property (the "Acquisition"), the Company agreed to: (i) pay Lake Shore a cash payment of US\$11,000,000; and (ii) grant Lake Shore a 1.0% net smelter returns royalty derived from the future production of minerals from the Fenn-Gib Property.

On August 28, 2020, the Company placed \$14,651,033 (US\$11,000,000) in escrow in anticipation of closing the Acquisition. Closing of the Acquisition is subject to conditions as are customary for transactions of the nature and magnitude of the Acquisition.

(ii) Private Placements

During the nine months ended September 30, 2020, the Company issued 67,511,484 common shares as follows:

• On March 4, 2020, the Company issued 19,819,926 common shares at a fair value of \$0.01 per share for total consideration of \$198,200. The common shares were issued in connection fairly valued past services performed for the Company.
• On March 10, 2020, the Company issued 5,000,000 common shares at a fair value of \$0.01 per share for total consideration of \$50,000 cash. The common shares were issued as founders' shares.
• On April 9, 2020, the Company issued 1,441,565 common shares at a fair value of \$0.05 per share for total consideration of \$72,078. The common shares were issued in connection with consulting services provided to the Company.
• On May 1, 2020, the Company completed a private placement consisting of the issue of 2,400,000 common shares at a price of \$0.06 per share for total consideration of \$144,000.
• On August 14, 2020, Company completed a private placement consisting of the issue of 220,213 common shares at a price of \$0.47 per share for total consideration of \$103,500.
• On August 21, 2020, Company completed a private placement consisting of the issue of 21,803,599 common shares at a price of \$0.47 per share for total consideration of \$10,123,692.
• On August 24, 2020, Company completed a private placement consisting of the issue of 16,719,798 common shares at a price of \$0.47 per share for total consideration of \$7,858,306.
• On September 23, 2020, Company completed a private placement consisting of the issue of 106,383 common shares at a price of \$0.47 per share for total consideration of \$50,000.

4. SELECTED INTERIM FINANCIAL INFORMATION

The following selected interim financial information is derived from the Company's financial statements for the three and nine months ended September 30, 2020, and should be read in conjunction with such interim financial statements.

MAYFAIR GOLD CORP Management's Discussion & Analysis For the three and nine months ended September 30, 2020

			Period from
			Incorporation on
	Three Months Ended	Nine Months Ended	July 30, 2019 to
	September 30, 2020	September 30, 2020	September 30, 2019
Total Revenue	Nil	Nil	Nil
Profit (Loss) for the period	(\$118,562)	(\$633,994)	(\$122,785)
Profit (Loss) for the period per share	0.00	(\$0.02)	(\$122,785)

	As at September 30, 2020	As at December 31, 2019
Total assets	\$18,049,467	\$1
Total liabilities	\$311,499	\$122,785
Retained Earnings (deficit)	(\$756,779)	(\$122,785)

5. RESULTS OF OPERATIONS

For the nine months ended September 30, 2020, the Company reported a loss of \$633,994 or \$0.02 per share which was largely attributed to \$626,800 for professional fees, \$145,529 for consulting fees, \$4,045 office expenses, and \$4,947 for regulatory services.

These expenses are further explained as follows:

• Professional fees included legal fees of \$382,346; audit, review and accounting fees of \$16,500, and other professional fees;
• Consulting fees included engineering fees of \$103,500 paid to Ausenco Engineering Canada and other consulting fees;
• Office expenses included bank charges of \$3,185 and fees of \$860 for the Company's server room, email and website; and
• Regulatory services included \$4,947 for news release services.

6. SUMMARY OF QUARTERLY RESULTS

Quarterly financial information for interim periods preceding the date of this MD&A have been omitted as the Company has not prepared financial statements for such interim periods.

7. LIQUIDITY AND CASH FLOW

During the nine months ended September 30, 2020, cash expended on operating activities was \$781,321 and cash inflows included gross proceeds of \$18,120,968 from the issuance of common shares pursuant to private placements. On August 28, 2020, the Company placed \$14,651,033 (US\$11,000,000) in escrow in anticipation of closing the Acquisition.

The Company's approach to managing liquidity is to ensure it will have sufficient liquidity to meet its liabilities when due. The Company's sole source of funding has been the issuance of equity securities for cash through private placements. There can be no assurance that financing will be available to the Company or, if it is, that it will be available on terms acceptable to the Company and will be sufficient to fund the Company's cash needs. If the Company is unable to obtain the financing necessary to support its operations, it may be unable to continue as a going concern.

8. CAPITAL MANAGEMENT

The Company's capital consists of its shareholders' equity. The Company's objectives when managing capital are to safeguard the Company's ability to continue to pursue the exploration and evaluation of its mineral properties and to maintain optimal returns to shareholders and benefits for other stakeholders. The Company manages its capital structure and makes adjustments to it, in order to have the funds available to support the acquisition and exploration and evaluation of mineral properties. The Company's Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company's management to sustain future development of the business.

In order to carry out the planned management of the Company and to pay for administrative costs, the Company will utilize its existing working capital and as require raise additional funds.

Management reviews its capital management approach on an on-going 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 ended September 30, 2020.

9. OFF-BALANCE SHEET ARRANGEMENTS

The Company does not utilize off-balance sheet arrangements.

10. TRANSACTIONS WITH RELATED PARTIES

The Company's related parties include its co-founders, key management and their close family members, the Company's directors and their close family members, and Heeney Capital Corp, a corporation owned by two directors of the Company.

Related party transactions are recorded at their exchange amount, being the amount agreed to by the parties.

On April 1, 2020, the Company entered into a consulting agreement (the "Consulting Agreement") with Heeney Capital Corp. ("Heeney Capital"). Sean Pi and Henry Heeney, directors of the Company, are the sole shareholders and directors of Heeney Capital. Pursuant to the terms of the Consulting Agreement, the Company has engaged Heeney Capital to provide certain consulting services to the Company including general business, mergers and acquisitions, transaction analysis and structuring, due diligence, technical, financial, and capital markets services (the "Services"). In consideration of the Services, the Company agreed to pay Heeney Capital a monthly fee of \$12,500 payable monthly at the end of each month. The Consulting Agreement is expected to be terminated prior to or upon completion a successful initial public offering of the Company's common shares on a stock exchange in North America.

On March 4, 2020, the Company entered into a board nomination rights agreement (the "123 Nomination Agreement") with 1191123 B.C. Ltd. ("123"). Henry Heeney, a director of the Company, is the sole director and shareholder of 123. Pursuant to the terms of the 123 Nomination Agreement, upon completion of 123's subscription for common shares, the Company granted 123: (i) the right to nominate up to two (2) nominees for immediate appointment to the Board; and (ii) the right, until 123's share ownership interest in the Company falls below 5%, to nominate two (2) nominees for appointment to the Company's board of directors at each meeting of the Company's shareholders.

On March 4, 2020, the Company entered into a board nomination rights agreement (the "495 Nomination Agreement") with 1249495 B.C. Ltd. ("495"). Sean Pi, a director of the Company, is the sole director and shareholder of 495. Pursuant to the terms of the 495 Nomination Agreement, upon completion of 495's subscription for common shares, the Company granted 495: (i) the right to nominate up to two (2) nominees for immediate appointment to

MAYFAIR GOLD CORP Management's Discussion & Analysis For the three and nine months ended September 30, 2020

the Board; and (ii) the right, until 495's share ownership interest in the Company falls below 5%, to nominate two (2) nominees for appointment to the Company's board of directors at each meeting of the Company's shareholders.

The Company had transactions and balances with Heeney Capital and with the co-founders of the Company during the three and nine months ended September 30, 2020. Transactions with Heeney Capital are in the nature of monthly consulting services and transactions with co-founders are in connection with fairly valued past services performed for the Company.

The transactions for the three and nine months ended September 30, 2020 and for the period from incorporation on July 30, 2019 to September 30, 2019 were as follows:

			For the period from
			incorporation on
	Three months ended	Nine months ended	July 30, 2019 to
	September 30, 2020		September 30, 2020 September 30, 2019
The total of the transactions:
Funds owed to the Company's co-founders(1)	\$ -	\$ 75,415	\$ 49,433
Consulting services charged by Heeney Capital Corp.	\$ 37,500	\$ 75,000	\$ -

(1) The Company owed \$47,083 to Henry Heeney and \$28,332 to Sean Pi.

The amounts payable at September 30, 2020, and December 31, 2019, were included in accounts payable and accrued liabilities as follows:

	September 30,	December 31,
	2020	2019
Payable to Heeney Capital Corp.	\$ 75,000	\$ -
Payable to co-founders	\$ -	\$ 122,785

11. CHANGES IN ACCOUNTING POLICIES INCLUDING INITIAL ADOPTION

The financial information presented in this MD&A has been prepared in accordance with IAS 34. The Company's significant accounting policies are set out in Note 2 of the financial statements of the Company, as at and for the period ended September 30, 2020.

12. FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS

The Company classifies its financial instruments in the following categories: as FVTPL, financial assets at amortized cost and financial liabilities at amortized cost. The classification depends on the purpose for which the financial assets or liabilities were acquired. Management determines the classification of financial assets and liabilities at initial recognition.

The Company's cash consists of balances with banks.

The fair values of the Company's amounts receivable, and accounts payable and accrued liabilities approximate their carrying values because of the immediate or short-term to maturity of these financial instruments.

Recognition

The Company recognizes financial assets and financial liabilities on the date the Company becomes a party to the contractual provisions of the instruments.

Classification

The Company classifies its financial assets and financial liabilities using the following measurement categories:

• a) Those to be measured subsequently at fair value (either through other comprehensive income or loss or through profit or loss; and
• b) Those to be measured at amortized cost.

The classification of financial assets depends on the business model for managing the financial assets and the contractual terms of the cash flows. Financial liabilities are classified as those to be measured at amortized cost unless they are designated as those to be measured subsequently at FVTPL (an irrevocable election at the time of recognition). For assets and liabilities measure at fair value, gains or losses are either recorded in profit or loss or other comprehensive income or loss.

The Company reclassifies financial assets when and only when its business model for managing those assets changes. Financial liabilities are not reclassified.

The Company has classified its financial instruments as follows:

Asset/Liability	Classification	Measurement
Cash	Assets	Fair value
Cash held in trust	Assets	Fair value
Amounts receivable	Amortized cost	Amortized cost
Accounts payable and accrued liabilities	Amortized cost	Amortized cost

Impairment of Financial Assets

The Company assesses all information available, including on a forward-looking basis, the expected credit losses associated with its assets carried at amortized cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. To assess whether there is a significant increase in credit risk, the Company compares the risk of a default occurring on the asset as the reporting date, with the risk of default as at the date of initial recognition, based on all information available, and reasonable and supportive forward-looking information.

Fair Value Measurement

The Company categorizes each of its fair value measurements in accordance with a fair value hierarchy. The fair value hierarchy establishes three levels to classify the inputs to valuation techniques used to measure fair value. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices in markets that are not active, quoted prices for similar assets or liabilities in active markets, inputs other than quoted prices that are observable for the asset or liability (for example, interest rate and yield curves observable at commonly quoted intervals, forward pricing curves used to value currency and commodity contracts and volatility measurements used to value option contracts), or inputs that are derived principally from or corroborated by observable market data or other means. Level 3 inputs are unobservable (supported by little or no market activity).

The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs.

The fair values of the amounts receivable and accounts payable and accrued liabilities approximate their carrying values due to the relatively short-term maturity of these financial instruments.

The following table shows the carrying amounts and fair values of the Company's financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.

	Carrying amount			Fair value
		Assets at through profit	Fair value Liabilities at amortized
September 30, 2020	amortized cost	and loss	cost	Total	Level 1	Level 2	Level 3	Total
Financial assets not measured at fair value
Cash	\$	$-$ \$ 3,392,485 \$		$-$ \$ 3,392,485	$$3,392,485$ \$	- \$		$-$ \$ 3,392,485
Amounts receivable	149	$\overline{a}$	$\overline{\phantom{a}}$	149	\$ $-5$	- \$	ALC	Ŝ. $\sim$
Cash held in trust		14,651,033		14,651,033	$$14,651,033$ \$	- \$		$-$ \$14,651,033
	149	\$18,043,518		$-$ \$18,043,667
Financial liabilities not measured at fair value
Accounts payable and accrued liabilities			$-$ \$ 311,499 \$	311,499	Ŝ. - \$	- \$		$-$ \$
			$-$ \$ 311,499 \$	311,499

Derivative instruments are valued using DCF models. These models require a variety of observable inputs including market prices, forward price curves and yield curves. These inputs are obtained from or verified with the market where possible.

Financial Instrument Risks

The Company examines the various financial instrument risks to which it is exposed and assesses the impact and likelihood of those risks. These risks include credit risk, liquidity risk and market risk.

(i) Credit Risk

The Company is exposed to credit risk by holding cash. This risk is minimized by holding the funds in Canadian banks and credit unions or with Canadian governments.

(ii) Liquidity Risk

Liquidity risk is the risk that the Company is unable to meet its financial obligations as they come due. The Company manages this risk by careful management of its working capital to ensure its expenditures will not exceed available resources.

(iii) Market Risk

COVID-19 and the resulting financial and economic uncertainty have created volatility in financial and commodity markets. Central banks announced emergency measures, including interest rate cuts, while governments have implemented, and continue to implement, unprecedented fiscal stimulus to support economic stability. Recent vaccine breakthroughs have the potential to contain the economic disruption caused by the pandemic, but the risks of economic uncertainty and market volatility are expected to remain until the pandemic is brought under control.

13. OTHER REQUIREMENTS

Additional Information for Venture Issuers without Significant Revenue

Additional disclosure regarding the Company's expenses are provided in the Company's Statement of Loss and Compressive Loss in the Company's financial statements for the period ended September 30, 2020.

Outstanding Share Data

As of September 30, 2020, the Company's authorized share structure comprised of an unlimited number of common shares without par value, of which 67,511,485 common shares were issued and outstanding. As of September 30, 2020, the Company did not have any warrants or stock options outstanding.

Subsequent Events

Subsequent to the period ended September 30, 2020, the Company completed the acquisition of land and building located in Matheson, Ontario, Canada, for \$294,000. The property will be the exploration office for the Company.

Approved on behalf of the Board of Directors on January 13, 2021:

Director Director

"Sean Pi" "Henry Heeney"

SCHEDULE "E"

MAYFAIR GOLD CORP. AUDIT COMMITTEE CHARTER

(Adopted by the Board of Directors on February 8, 2021)

MAYFAIR GOLD CORP. (the "Company")

AUDIT COMMITTEE CHARTER

1. PURPOSE AND PRIMARY RESPONSIBILITY

1.1 This charter sets out the Audit Committee's (the "Committee") purpose, composition, member qualification, member appointment and removal, responsibilities, operations, manner of reporting to the Board of Directors (the "Board") of the Company, annual evaluation and compliance with this charter.

1.2 The primary responsibility of the Committee is that of oversight of the financial reporting process on behalf of the Board. This includes oversight responsibility for financial reporting and continuous disclosure, oversight of external audit activities, oversight of financial risk and financial management control, and oversight responsibility for compliance with tax and securities laws and regulations as well as whistle blowing procedures. The Committee is also responsible for the other matters as set out in this charter and/or such other matters as may be directed by the Board from time to time. The Committee should exercise continuous oversight of developments in these areas.

2. MEMBERSHIP

2.1 The Committee will consist of at least three members, all of whom must be directors of the Company and whom shall be financially literate, provided that a Committee member who is not financially literate may be appointed to the Committee if such member becomes financially literate within a reasonable period of time following his or her appointment. Upon graduating to a more senior stock exchange, if required under the rules or policies of such exchange, the Committee will consist of at least three members, all of whom shall meet the experience, financial literacy, and independence requirements of such exchange and of National Instrument 52-110 – Audit Committees.

2.2 The members of the Committee will be appointed annually (and from time to time thereafter to fill vacancies on the Committee) by the Board. A Committee member may be removed or replaced at any time at the discretion of the Board and will cease to be a member of the Committee on ceasing to be a director.

2.3 The chairperson (the "Chair") of the Committee will be appointed by the Board.

2.4 A majority of the members of the Committee must not be officers, employees or control persons of the Company or any of its associates or affiliates.

3. AUTHORITY

3.1 In addition to all authority required to carry out the duties and responsibilities included in this charter, the Committee has specific authority to:

(a) engage, set and pay the compensation for independent counsel and other advisors as it determines necessary to carry out its duties and responsibilities, and any such consultants or professional advisors so retained by the Committee will report directly to the Committee;

(b) communicate directly with management and any internal auditor, and with the external auditor without management involvement; and

(c) incur ordinary administrative expenses that are necessary or appropriate in carrying out its duties, which expenses will be paid for by the Company.

4. DUTIES AND RESPONSIBILITIES

• 4.1 The duties and responsibilities of the Committee include:
• (a) recommending to the Board the external auditor to be nominated by the Board;

(b) recommending to the Board the compensation of the external auditor to be paid by the Company in connection with:

• (i) preparing and issuing the audit report on the Company's financial statements, and
• (ii) performing other audit, review or attestation services;

(c) reviewing the external auditor's annual audit plan, fee schedule and any related services proposals (including meeting with the external auditor to discuss any deviations from or changes to the original audit plan, as well as to ensure that no management restrictions have been placed on the scope and extent of the audit examinations by the external auditor or the reporting of their findings to the Committee);

(d) overseeing the work of the external auditor;

(e) ensuring that the external auditor is independent by receiving a report annually from the external auditors with respect to their independence, such report to include disclosure of all engagements (and fees related thereto) for non-audit services provided to Company;

(f) ensuring that the external auditor is in good standing with the Canadian Public Accountability Board by receiving, at least annually, a report by the external auditor on the audit firm's internal quality control processes and procedures, such report to include any material issues raised by the most recent internal quality control review, or peer review, of the firm, or any governmental or professional authorities of the firm within the preceding five years, and any steps taken to deal with such issues;

(g) ensuring that the external auditor meets the rotation requirements for partners and staff assigned to the Company's annual audit by receiving a report annually from the external auditors setting out the status of each professional with respect to the appropriate regulatory rotation requirements and plans to transition new partners and staff onto the audit engagement as various audit team members' rotation periods expire;

(h) reviewing and discussing with management and the external auditor the annual audited and quarterly unaudited financial statements and related Management Discussion and Analysis ("MD&A"), including the appropriateness of the Company's accounting policies, disclosures (including material transactions with related parties), reserves, key estimates and judgements (including changes or variations thereto) and obtaining reasonable assurance that the financial statements are presented fairly in accordance with International Financial Reporting Standards and the MD&A is in compliance with appropriate regulatory requirements;

(i) reviewing and discussing with management and the external auditor major issues regarding accounting principles and financial statement presentation including any significant changes in the selection or application of accounting principles to be observed in the preparation of the financial statements of the Company and its subsidiaries;

(j) reviewing and discussing with management and the external auditor the external auditor's written communications to the Committee in accordance with generally accepted auditing standards and other applicable regulatory requirements arising from the annual audit and quarterly review engagements;

(k) reviewing the external auditor's report to the shareholders on the Company's annual financial statements;

(l) reporting on and recommending to the Board the approval of the annual financial statements and the external auditor's report on those financial statements, the quarterly unaudited financial statements, and the related MD&A and press releases for such financial statements, prior to the dissemination of these documents to shareholders, regulators, analysts and the public;

(m) satisfying itself on a regular basis through reports from management and related reports, if any, from the external auditors, that adequate procedures are in place for the review of the Company's disclosure of financial information extracted or derived from the Company's financial statements that such information is fairly presented;

(n) overseeing the adequacy of the Company's system of internal accounting controls and obtaining from management and the external auditor summaries and recommendations for improvement of such internal controls and processes, together with reviewing management's remediation of identified weaknesses;

(o) reviewing with management and the external auditors the integrity of disclosure controls and internal controls over financial reporting;

(p) reviewing and monitoring the processes in place to identify and manage the principal risks that could impact the financial reporting of the Company and assessing, as part of its internal controls responsibility, the effectiveness of the over-all process for identifying principal business risks and report thereon to the Board;

(q) satisfying itself that management has developed and implemented a system to ensure that the Company meets its continuous disclosure obligations through the receipt of regular reports from management and the Company's legal advisors on the functioning of the disclosure compliance system (including any significant instances of non-compliance with such system), in order to satisfy itself that such system may be reasonably relied upon;

(r) resolving disputes between management and the external auditor regarding financial reporting;

(s) as necessary or required, establishing procedures for:

(i) the receipt, retention and treatment of complaints received by the Company from employees and others regarding accounting, internal accounting controls or auditing matters and questionable practises relating thereto, and

(ii) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters;

(t) as necessary or required, reviewing and approving the Company's hiring policies with respect to partners or employees (or former partners or employees) of either a former or the present external auditor;

(u) pre-approving all non-audit services to be provided to the Company or any subsidiaries by the Company's external auditor;

(v) overseeing compliance with regulatory authority requirements for disclosure of external auditor services and Committee activities;

(w) as necessary or required, establishing procedures for:

(i) reviewing the adequacy of the Company's insurance coverage, including the Directors' and Officers' insurance coverage;

(ii) reviewing activities, organizational structure, and qualifications of the chief financial officer ("CFO") and the staff in the financial reporting area and ensuring that matters related to succession planning within the Company are raised for consideration at the Board;

(iii) obtaining reasonable assurance as to the integrity of the chief executive officer ("CEO") and other senior management and that the CEO and other senior management strive to create a culture of integrity throughout the Company;

(iv) reviewing fraud prevention policies and programs, and monitoring their implementation; and

(v) reviewing regular reports from management and others (e.g., external auditors, legal counsel) with respect to the Company's compliance with laws and regulations having a material impact on the financial statements including:

• (A) tax and financial reporting laws and regulations;
• (B) legal withholding requirements;
• (C) environmental protection laws and regulations; and
• (D) other laws and regulations which expose directors to liability.

4.2 A regular part of Committee meetings involves the appropriate orientation of new members as well as the continuous education of all members. Items to be discussed include specific business issues as well as new accounting and securities legislation that may impact the organization. The Chair of the Committee will regularly canvass the Committee members for continuous education needs and in conjunction with the Board education program, arrange for such education to be provided to the Committee on a timely basis.

4.3 On an annual basis the Committee shall review and assess the adequacy of this charter taking into account all applicable legislative and regulatory requirements as well as any best practice guidelines recommended by regulators or stock exchanges with whom the Company has a reporting relationship and, if appropriate, recommend changes to the Committee charter to the Board for its approval.

5. MEETINGS

5.1 The quorum for a meeting of the Committee is a majority of the members of the Committee.

5.2 The Chair of the Committee shall be responsible for leadership of the Committee, including scheduling and presiding over meetings, preparing agendas, overseeing the preparation of briefing documents to circulate during the meetings as well as pre-meeting materials, and making regular reports to the Board. The Chair of the Committee will also maintain regular liaison with the CEO, CFO, and the lead external audit partner.

5.3 The Committee will meet in camera separately with each of the CEO and the CFO of the Company at least annually to review the financial affairs of the Company.

5.4 The Committee will meet with the external auditor of the Company in camera at least once each year, at such time(s) as it deems appropriate, to review the external auditor's examination and report.

5.5 The external auditor must be given reasonable notice of, and has the right to appear before and to be heard at, each meeting of the Committee.

5.6 Each of the Chair of the Committee, members of the Committee, Chairperson of the Board, external auditor, CEO, CFO or secretary shall be entitled to request that the Chair of the Committee call a meeting which shall be held within 48 hours of receipt of such request to consider any matter that such individual believes should be brought to the attention of the Board or the shareholders.

6. REPORTS

6.1 The Committee will report, at least annually, to the Board regarding the Committee's examinations and recommendations.

6.2 The Committee will report its activities to the Board to be incorporated as a part of the minutes of the Board meeting at which those activities are reported.

7. MINUTES

7.1 The Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board.

SCHEDULE "F"

MAYFAIR GOLD CORP. COMPENSATION COMMITTEE CHARTER

(Adopted by the Board of Directors on February 8, 2021)

MAYFAIR GOLD CORP. (the "Company")

COMPENSATION COMMITTEE CHARTER

I. PURPOSE

The Compensation Committee (the "Committee") will assist the Board of Directors (the "Board") of the Company in fulfilling its oversight responsibilities for:

• 1. executive compensation (including philosophy and programs),
• 1. management development and succession planning,
• 1. Board compensation, and
• 1. broadly applicable compensation and benefit programs.

II. COMPOSITION

• 1. The Committee will be comprised of three or more directors as determined by the Board, a majority of whom will have been affirmatively determined by the Board to be "independent" under:
• (a) applicable securities laws and regulations, including National Instrument 52-110 Audit Committees of the Canadian Securities Administrators; and
• (b) the rules and policies of each stock exchange on which the Company's securities are listed for trading, including the TSX Venture Exchange.

The Chairperson of the Committee (the "Chair") shall be designated by the Board.

III. MEETINGS AND PARTICIPATION

The Committee shall meet from time to time as circumstances dictate, but no less than once annually. The Chair or any two members of the Committee may call a meeting of the Committee. Meeting agendas will be prepared and provided in advance to members, along with appropriate briefing materials. The agenda will be set by the Chair.

The Company's chief executive officer (the "CEO") shall act as management liaison with the Committee. The Committee may invite such officers, directors and employees of the Company as it may see fit from time to time to attend meetings of the Committee and assist in the discussion of the Committee.

No business may be transacted by the Committee except at a meeting of its members at which a quorum of the Committee is present. A quorum for meetings of the Committee is a majority of its members.

The Committee shall keep minutes of its meetings in which shall be recorded all action taken by it, which minutes shall be approved by Committee members and be available as soon as possible to the Board.

IV. DUTIES, POWERS, AND RESPONSIBILITIES

In discharging its responsibilities, the Committee shall:

1. Executive Compensation

• (a) Review and approve on an annual basis the corporate goals and objectives relevant to the CEO's compensation. The Committee shall evaluate at least once a year the CEO's performance in light of established goals and objectives and, based on such evaluation, shall, together with all other independent members of the Board, determine and approve the CEO's annual compensation, including, as appropriate, salary, bonus, incentive and equity compensation.
• (b) Review and approve on an annual basis the evaluation process and compensation structure for the Company's executive officers, including an annual executive salary administration program under which the parameters for salary adjustments (at the discretion of the CEO) for executive officers are established.
• (c) Review and make recommendations to the Board with respect to the adoption, amendment and termination of the Company's management incentive-compensation and equitycompensation plans, oversee their administration and discharge any duties imposed on the Committee by any of those plans.
• (d) Assess the competitiveness and appropriateness of the Company's policies relating to the compensation of the executive officers.

2. Management Development and Succession Planning

• (a) Review management's long-range planning for executive development and succession.
• (b) Develop a CEO succession plan.

3. Board Compensation

• (a) Annually review and recommend to the Board a compensation package for members of the Board. In considering the Director compensation package, the Committee may take into consideration the relative responsibilities of Directors in serving on the Board and its various committees. The Committee may request that management report to the Committee periodically on the status of the Board's compensation package in relation to other similarly situated companies.
• (b) Directors who are employees of the Company shall not be compensated for their services as Directors.
• (c) The Committee shall review annually any stock ownership guidelines applicable to Directors and shall recommend to the Board revisions to any such guidelines as appropriate.

4. Broadly Applicable Compensation and Benefit Programs

• (a) Review the general design and make-up of the Company's broadly-applicable benefit programs as to their general adequacy, competitiveness, internal equity, and cost effectiveness.
• (b) Annually review the performance of the Company's pension plans.

(c) Perform other review functions relating to management compensation and human resources policies as the Committee deems appropriate.

5. Other Responsibilities and Matters

• (a) Report through its Chair to the Board following meetings of the Committee.
• (b) Review annually the adequacy of this Charter and confirm that all responsibilities have been carried out.
• (c) Evaluate the Committee's and individual member's performance on a regular basis and report annually to the Board the result of its annual self-assessment.
• (d) Review executive compensation disclosure before the Company publicly discloses that information in the information circular.

V. AUTHORITY

The Committee has the authority to engage independent counsel and other advisors as it determines necessary to carry out its duties and to set and pay the compensation for any advisors employed by the Committee at the cost of the Company without obtaining Board approval, based on its sole judgment and discretion. The Committee shall have the ultimate authority and responsibility to engage and terminate any outside consultant to assist in determining appropriate compensation levels for the CEO or other management and to approve the terms of any such engagement and the fees of any such consultant. In discharging its responsibilities, the Committee shall have full access to any relevant records of the Company.

VI. TERM

The members of the Committee shall be appointed by designation of the Board and shall continue to be a member thereof until the earlier of (i) the Board, at its discretion, decides to remove the member from the Committee, or (ii) the expiration of his or her term of office as a Director. Vacancies at any time occurring shall be filled by designation of the Board.

SCHEDULE "G"

MAYFAIR GOLD CORP. CORPORATE GOVERNANCE COMMITTEE CHARTER

(Adopted by the Board of Directors on February 8, 2021)

MAYFAIR GOLD CORP. (the "Company")

CORPORATE GOVERNANCE COMMITTEE CHARTER

I. PURPOSE

The Corporate Governance Committee (the "Committee") will assist the Board of Directors (the "Board") of the Company in fulfilling its oversight responsibilities for:

• 1. corporate governance principles,
• 1. performance reviews of the Board, committees and directors,
• 1. nominations to the Board, and
• 1. structure and composition of Board committees.

II. COMPOSITION

• 1. The Committee will be comprised of three or more directors as determined by the Board, a majority of whom will have been affirmatively determined by the Board to be "independent" under:
• (a) applicable securities laws and regulations, including National Instrument 58-101 Disclosure of Corporate Governance Practices of the Canadian Securities Administrators; and
• (b) the rules and policies of each stock exchange on which the Company's securities are listed for trading, including the TSX Venture Exchange.

The Chairperson of the Committee (the "Chair") shall be designated by the Board.

The Committee shall keep minutes of its meetings in which shall be recorded all action taken by it, which minutes shall be approved by Committee members and be available as soon as possible to the Board.

III. Duties, Powers, and Responsibilities

In discharging its responsibilities, the Committee shall:

1. Corporate Governance Principles

• (a) Recommend to the Board corporate governance principles addressing, among other matters, the size, composition and responsibilities of the Board and its committees, which shall be reviewed not less frequently than annually by the Committee.
• (b) Recommend to the Board with respect to changes to the corporate governance principles.

2. Performance Reviews of the Board, Committees and Directors

(a) Evaluate the performance of the Board on an annual basis.

• (b) Solicit comments from all directors and report annually to the Board on its assessment of the Board's performance.
• (c) Evaluate the performance of individual directors and committees of the Board on a periodic basis.

3. Nominations to the Board of Directors

• (a) Establish criteria for selecting new directors which shall reflect, among other things, a candidate's integrity and business ethics, strength of character, judgment, experience and independence, as well as factors relating to the composition of the Board, including its size and structure, the relative strengths and experience of current Board members and principles of diversity.
• (b) Consider and recruit candidates to fill new positions on the Board.
• (c) Review any candidate recommended by the shareholders of the Company.
• (d) Conduct appropriate inquiries to establish a candidate's compliance with the independence and other qualification requirements established by the Committee.
• (e) Assess the contributions of current directors in connection with the annual recommendation of a slate of nominees and at that time review the criteria for Board candidates in the context of the evaluation process and other perceived needs of the Board.
• (f) Recommend the director nominees for election by the shareholders.

4. Structure and Composition of Board Committees

(a) Advise the Board with respect to the charters, structure and operations of the various committees of the Board and qualifications for membership thereon, including policies for the rotation of members among committees of the Board.

5. Other Responsibilities and Matters

• (a) Report through its Chair to the Board following meetings of the Committee.
• (b) Review the adequacy of this Charter and confirm that all responsibilities have been carried out.
• (c) Evaluate the Committee's and individual member's performance on a regular basis and report annually to the Board the result of its annual self-assessment.
• (d) Review material employee complaints with management related to employment matters that could lead to litigation.

IV. AUTHORITY

The Committee has the authority to engage independent counsel and other advisors as it determines necessary to carry out its duties and to set and pay the compensation for any advisors employed by the Committee at the cost of the Company without obtaining Board approval, based on its sole judgment and discretion. In discharging its responsibilities, the Committee shall have full access to any relevant records of the Company.

V. TERM

The members of the Committee shall be appointed by designation of the Board and shall continue to be a member thereof until the earlier of (i) the Board, at its discretion, decides to remove the member from the Committee, or (ii) the expiration of his or her term of office as a Director. Vacancies at any time occurring shall be filled by designation of the Board.

VI. MEETINGS

The Committee shall meet at least once per year or more frequently as circumstances dictate. A majority of the members appearing at a duly convened meeting shall constitute a quorum and the Committee shall maintain minutes or other records of its meetings and activities. The Chair shall be responsible for leadership of the Committee, including scheduling and presiding over meetings, preparing agendas, overseeing the preparation of briefing documents to circulate during the meetings as well as pre-meeting materials, and making regular reports to the Board. These documents will be shared with the Board as needed to discharge the Committee's delegated responsibilities and stored in a centralized electronic archive administered by the Company's Secretary. In case of absence of the Chair, the participating Committee members will designate an interim Chair.

SCHEDULE "H"

UNITS OF MEASURE, ABBREVIATIONS AND ACRONYMS

Symbol / Abbreviation	Description
'	minute (plane angle)
"	second (plane angle) or inches
%	percent
°	degree
°C	degrees Celsius
3D	three-dimensions
A	ampere
a	annum (year)
ac	acre
Acfm	actual cubic feet per minute
ACK	apparent coherent kimberlite
ALT	active layer thickness
amsl	above mean sea level
ARD	acid rock drainage
Au	gold
AWR	all-weather road
B	billion
BD	bulk density
Bt	billion tonnes
C\$	dollar (Canadian)
Ca	calcium
CESUS	metallurgical laboratory of the CESUS University in Hermosillo
cfm	cubic feet per minute
CHP	combined heat and power plant
CIM	Canadian Institute of Mining and Metallurgy
cm	centimetre
cm2	square centimetre
cm3	cubic centimetre
cP	centipoise
CRM	certified reference material
ct	carat
Cu	copper
CuO	copper oxide
CuT	total copper for oxide and mixed
d	day
d/a	days per year (annum)
d/wk	days per week

Symbol / Abbreviation	Description
dB	decibel
dBa	decibel adjusted
DGPS	differential global positioning system
DMS	dense media separation
dmt	dry metric tonne
EA	environmental assessment
EIS	environmental impact statement
ELC	ecological land classification
EPCM	engineering, procurement and construction management
ERD	explosives regulatory division
EWR	enhanced winter road
FEL	front-end loader
ft	foot
ft2	square foot
ft3	cubic foot
ft3 /s	cubic feet per second
g	gram
G&A	general and administrative
g/cm3	grams per cubic metre
g/L	grams per litre
g/t	grams per tonne
Ga	billion years
gal	gallon (us)
GJ	gigajoule
GPa	gigapascal
gpm	gallons per minute (us)
GW	gigawatt
h	hour
h/a	hours per year
h/d	hours per day
h/wk	hours per week
ha	hectare (10,000 m2 )
hp	horsepower
HPGR	high-pressure grinding rolls
HQ	drill core diameter of 63.5 mm
Hz	hertz
ICP-MS	inductively coupled plasma mass spectrometry
in	inch
in2	square inch
in3	cubic inch
IRR	internal rate of return

Symbol / Abbreviation	Description
JDS	JDS Energy & Mining Inc.
K	hydraulic conductivity
k	kilo (thousand)
kg	kilogram
kg/h	kilograms per hour
kg/m2	kilograms per square metre
kg/m3	kilograms per cubic metre
KIM	kimberlitic indicator mineral
km	kilometre
km/h	kilometres per hour
km2	square kilometre
kPa	kilopascal
kt	kilotonne
kV	kilovolt
kVA	kilovolt-ampere
kW	kilowatt
kWh	kilowatt hour
kWh/a	kilowatt hours per year
kWh/t	kilowatt hours per tonne
L	litre
L/min	litres per minute
L/s	litres per second
LDD	large-diameter drill
LG	low grade
LGM	last glacial maximum
LOM	life of mine
m	metre
M	million
m/min	metres per minute
m/s	metres per second
m2	square metre
m3	cubic metre
m3 /h	cubic metres per hour
m3 /s	cubic metres per second
Ma	million years
MAAT	mean annual air temperature
MAE	mean annual evaporation
MAGT	mean annual ground temperature
MAP	mean annual precipitation
masl	metres above mean sea level
Mb/s	megabytes per second

Symbol / Abbreviation	Description
mbgs	metres below ground surface
Mbm3	million bank cubic metres
Mbm3 /a	million bank cubic metres per annum
mbs	metres below surface
mbsl	metres below sea level
Mct	million carats
mg	milligram
mg/L	milligrams per litre
MIDA	microdiamond
min	minute (time)
mL	millilitre
mm	millimetre
Mm3	million cubic metres
MMER	metal mining effluent regulations
MMSIM	metamorphosed massive sulphide indicator minerals
mo	month
MPa	megapascal
MSC	Mineral Services Canada Inc.
Mt or MT	million tonnes
MVA	megavolt-ampere
MW	megawatt
NAD	North American datum
NG	normal grade
Ni	nickel
NI 43-101	national instrument 43-101
Nm3 /h	normal cubic metres per hour
NQ	drill core diameter of 47.6 mm
NRC	natural resources Canada
OP	open pit
OSA	overall slope angles
oz	troy ounce
P.Eng.	professional engineer
P.Geo.	professional geoscientist
Pa	pascal
PAG	potentially acid generating
PEA	preliminary economic assessment
PFS	preliminary feasibility study
PGE	platinum group elements
PLS	pregnant leach solution
PMF	probable maximum flood
ppb	parts per billion

Symbol / Abbreviation	Description
ppm	parts per million
psi	pounds per square inch
QA/QC	quality assurance/quality control
QMS	quality management system
QP	qualified person
RC	reverse circulation
RMR	rock mass rating
ROM	run of mine
rpm	revolutions per minute
RQD	rock quality designation
s	second (time)
S.G.	specific gravity
Scfm	standard cubic feet per minute
SEDAR	system for electronic document analysis and retrieval
SEDEX	sedimentary exhalative
SFD	size frequency distribution
SG	specific gravity
st/kg	stones per kilogram
st/t	stones per metric tonne
SX-EW	solvent extraction and electrowinning
t	tonne (1,000 kg) (metric ton)
t/a	tonnes per year
t/d	tonnes per day
t/h	tonnes per hour
t/m3	tonnes per cubic metre
TCR	total core recovery
TFFE	target for further exploration
TMF	tailings management facility
tph	tonnes per hour
ts/hm3	tonnes seconds per hour metre cubed
US	United States
US\$	dollar (American)
UTM	universal transverse mercator
V	volt
VEC	valued ecosystem components
VMS	volcanic massive sulphide
VSEC	valued socio-economic components
w/w	weight/weight
wk	week
wmt	wet metric tonne
WRSF	waste rock storage facility

Symbol / Abbreviation	Description
Wt	weight
μm	microns
μm	micrometre

Scientific Notation	Number Equivalent
1.0E+00	1
1.0E+01	10
1.0E+02	100
1.0E+03	1,000
1.0E+04	10,000
1.0E+05	100,000
1.0E+06	1,000,000
1.0E+07	10,000,000
1.0E+09	1,000,000,000
1.0E+10	10,000,000,000

CERTIFICATE OF THE COMPANY

February 8, 2021

This amended and restated prospectus constitutes full, true and plain disclosure of all material facts relating to the securities offered by this amended and restated prospectus as required by the securities legislation of every province and territory of Canada except Quebec.

(Signed) "Patrick Evans" (Signed) "Justin Byrd" Patrick Evans President and Chief Executive Officer

Justin Byrd Chief Financial Officer and Secretary

ON BEHALF OF THE BOARD OF DIRECTORS

Ron Clayton Director

(Signed) "Ron Clayton" (Signed) "Harry Pokrandt"

Harry Pokrandt Director

(Signed) "Christopher Reynolds" (Signed) "Sean Pi"

Christopher Reynolds Director

Sean Pi Director

CERTIFICATE OF THE PROMOTERS

February 8, 2021

This amended and restated prospectus constitutes full, true and plain disclosure of all material facts relating to the securities offered by this amended and restated prospectus as required by the securities legislation of every province and territory of Canada except Quebec.

Sean Pi Promoter

(Signed) "Sean Pi" (Signed) "Henry Heeney"

Henry Heeney Promoter

CERTIFICATE OF THE UNDERWRITERS

February 8, 2021

To the best of our knowledge, information and belief, this amended and restated prospectus constitutes full, true and plain disclosure of all material facts relating to the securities offered by this amended and restated prospectus as required by the securities legislation of every province and territory of Canada except Quebec.

EIGHT CAPITAL

(Signed) "John Sutherland"

John Sutherland Principal, Managing Director, Investment Banking