A copy of this preliminary prospectus has been filed with the securities regulatory authorities in the Provinces of Alberta, British Columbia and Ontario but has not yet become final. Information contained in this preliminary prospectus may not be complete and may have to be amended.

This prospectus does not constitute an offer to sell or the solicitation of an offer to buy any securities. No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise.

PRELIMINARY PROSPECTUS

New Issue

February 18, 2025

MAXUS MINING INC.

250 – 997 Seymour Street

Vancouver, B.C. V6B 3M1

3,360,350 Common Shares on Exercise of 3,360,350 Outstanding Special Warrants

This prospectus (the “Prospectus”) qualifies the distribution of 3,360,350 common shares (“SW Shares”) of Maxus Mining Inc. (the “Company”) to be distributed, without additional payment, upon the exercise or deemed exercise of 3,360,350 issued and outstanding special warrants (each, a “Special Warrant”) of the Company.

The Special Warrants are not available for purchase pursuant to this Prospectus and no additional funds are to be received by the Company from the distribution of the securities under this Prospectus upon the exercise or deemed exercise of the Special Warrants.

The Special Warrants were issued by the Company on a private placement basis (the “Special Warrant Private Placement”) on January 22, 2025 (the “Closing Date”). Under the Special Warrant Private Placement, the Company issued an aggregate of 3,360,350 Special Warrants at a price of $0.10 per Special Warrant and received gross proceeds of $336,035 from the sale of the Special Warrants. Each Special Warrant entitles the holder to acquire, without further payment, one (1) SW Share and one (1) Common Share purchase warrant (an “SW Warrant”) of the Company, with each SW Warrant exercisable into one (1) Common Share at an exercise price of $0.20 for two (2) years from the Listing Date (defined herein). Each Special Warrant will automatically convert at 5:00 p.m. (Vancouver time) on the date that is the earlier of: (a) the third business day after the date on which a receipt (the “Receipt”) for a final prospectus to qualify the distribution of the SW Shares is received by the Company from the British Columbia Securities Commission; and (b) the date that is one year from the Closing Date. Upon exercise or deemed exercise of all the Special Warrants, and without additional payment therefor, the Company will issue 3,360,350 SW Shares.

As at the date of this Prospectus, the Company does not have any of its securities listed or quoted on any stock exchange or quotation service.

Concurrently with the filing of this Prospectus, the Company has applied to list its issued and outstanding common shares (the “Common Shares”) and the SW Shares qualified under this Prospectus and all other Common Shares issuable as described in this Prospectus on the Canadian Securities Exchange (the “Exchange”).

There is currently no market through which any of the securities being distributed under this Prospectus, may be sold, and purchasers may not be able to resell such securities acquired hereunder. This may affect the pricing of such securities in the secondary market, the transparency and availability of trading prices, the liquidity of such securities and the extent of issuer regulation. See “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements”.

An investment in securities of the Company involves a high degree of risk and must be considered speculative due to the nature of the Company's business and the present stage of exploration of its mineral property. The risks outlined in this Prospectus and in the documents incorporated by reference herein should be carefully reviewed and considered by investors in connection with an investment in the Company's securities. See "Risk Factors".

No underwriter has been involved in the preparation of the Prospectus or performed any review or independent due diligence of the contents of the Prospectus.

As at 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).

Notwithstanding that this Prospectus is being filed to qualify the distribution of all securities issuable upon the exercise or deemed exercise of the Special Warrants, in the event that a holder of Special Warrants exercises such securities prior to the date that the Receipt is received by the Company, the securities issued upon exercise of such Special Warrants will be subject to statutory hold periods under applicable securities legislation and shall bear such legends as required by applicable securities laws.

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

The Company's head office is located at 250 – 997 Seymour Street, Vancouver, BC, V6B 3M1. The Company's registered office is located at 6th Floor, 905 West Pender Street, Vancouver, BC, V6C 1L6.

GLOSSARY ... 4
CURRENCY ... 6
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS ... 6
PROSPECTUS SUMMARY ... 8
CORPORATE STRUCTURE ... 10
DESCRIPTION OF THE BUSINESS ... 10
THE PENNY PROPERTY ... 11
USE OF AVAILABLE FUNDS ... 51
DIVIDENDS OR DISTRIBUTIONS ... 52
MANAGEMENT’S DISCUSSION AND ANALYSIS ... 52
DESCRIPTION OF SECURITIES DISTRIBUTED ... 53
CONSOLIDATED CAPITALIZATION ... 54
OPTIONS TO PURCHASE SECURITIES ... 55
PRIOR SALES ... 55
ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTION ON TRANSFER ... 55
PRINCIPAL SECURITYHOLDERS ... 57
DIRECTORS AND EXECUTIVE OFFICERS ... 57
EXECUTIVE COMPENSATION ... 61
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS ... 63
AUDIT COMMITTEE AND CORPORATE GOVERNANCE ... 63
CORPORATE GOVERNANCE ... 65
PLAN OF DISTRIBUTION ... 66
RISK FACTORS ... 67
PROMOTER ... 71
LEGAL PROCEEDINGS ... 72
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS ... 73
AUDITORS ... 73
REGISTRAR AND TRANSFER AGENT ... 73
MATERIAL CONTRACTS ... 73
EXPERTS ... 73
OTHER MATERIAL FACTS ... 74
RIGHTS OF WITHDRAWAL AND RESCISSION ... 74
FINANCIAL STATEMENTS ... 74

AUDIT COMMITTEE CHARTER Schedule “A”
FINANCIAL STATEMENTS FOR THE PERIOD FROM APRIL 11, 2024 (DATE OF INCORPORATION) TO JANUARY 31, 2025 Schedule “B”
MANAGEMENT DISCUSSION AND ANALYSIS FOR THE PERIOD FROM APRIL 11, 2024 (DATE OF INCORPORATION) TO JANUARY 31, 2025 Schedule “C”
CERTIFICATE OF THE COMPANY C-1
CERTIFICATE OF THE PROMOTER C-1

GLOSSARY

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

"Author" means Derrick Strickland, P.Geo., the Author of the Technical Report.

"Board" means the Board of Directors of the Company.

"Closing Date" means January 22, 2025.

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

"Company" or "Maxus" means Maxus Mining Inc.

"Escrow Agreement" means the NP 46-201 escrow agreement dated ● among the Transfer Agent, the Company and various Principals and shareholders of the Company.

"Exchange" means the Canadian Securities Exchange.

"Founders' Placement" means, collectively, the non-brokered private placement financing by the Company completed on April 26, 2024 and consisting of an aggregate of 1,500,000 Common Shares at a price of $0.005 per share for gross proceeds of $7,500.

"Listing Date" means the date on which the Common Shares of the Company are listed for trading on the Exchange.

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

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

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

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

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

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

"Option" means the Company's sole and exclusive right and option to acquire a 100% interest in the Property free and clear of any encumbrance in accordance with the terms and conditions of the Property Agreement.

"Optionor" means Andrew Molnar, the optionor in the Property Agreement.

"Principal" of an issuer means:

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

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

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

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

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

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

“Private Placements” means the Founders’ Placement, the Second Private Placement, the Third Private Placement and the Special Warrant Private Placement, collectively.

“Property” or “Penny Property” means the eight claims comprising the Penny Property located in the Province of British Columbia, Canada.

“Property Agreement” means the mineral property option agreement between the Company and the Optionor dated May 17, 2024, pursuant to which the Company has the sole and exclusive right to acquire up to a 100% interest in the Property.

“Prospectus” means the preliminary or final prospectus with respect to the qualification of the distribution of the SW Shares, as the case may be.

“Qualified Person” means an individual who:

(a) is an engineer or geoscientist with a university degree, or equivalent accreditation, in an area of geoscience, or engineering, relating to mineral exploration or mining;

(b) has at least five years of experience in mineral exploration, mine development or operation or mineral project assessment, or any combination of these, that is relevant to his or her professional degree or area of practice;

(d) is in good standing with a professional association; and

(e) in the case of a professional association in a foreign jurisdiction, has a membership designation that

(i) requires attainment of a position of responsibility in their profession that requires the exercise of independent judgment; and

(ii) requires

A. a favorable confidential peer evaluation of the individual’s character, professional judgement, experience, and ethical fitness; or

B. a recommendation for membership by at least two peers, and demonstrated prominence or expertise in the field of mineral exploration or mining.

“Receipt” means a receipt for the final Prospectus to qualify the distribution of the SW Shares received by the Company from the British Columbia Securities Commission.

"Second Private Placement" means the non-brokered private placement financing by the Company completed on May 16, 2024, and consisting of an aggregate of 9,075,000 flow-through Common Shares at $0.02 per flow-through Common Share for gross proceeds of $181,500.

"Special Warrant Private Placement" means the private placement closed by the Company on Closing Date of 3,360,350 Special Warrants at a price of $0.10 per Special Warrant for total gross proceeds of $336,035. Each Special Warrant is convertible into one (1) SW Share and one (1) SW Warrant.

"Special Warrant" means a special warrant issued by the Company entitling the holder the right to acquire, without additional payment, one (1) SW Share and one (1) SW Warrant for each Special Warrant held.

"SW Shares" means the 3,360,350 Common Shares of the Company to be issued on exercise or deemed exercise of the Special Warrants.

"SW Warrants" means the 3,360,350 Warrants of the Company to be issued on exercise or deemed exercise of the Special Warrants, each exercisable into one (1) Common Share at the exercise price of $0.20 for a period of two (2) years from the Listing Date.

"Technical Report" means the report on the Property prepared for the Company by the Author, with an effective date of August 14, 2024, prepared in accordance with NI 43-101.

"Third Private Placement" means the private placement financing by the Company, completed on June 25, 2024, and consisting of an aggregate of 5,500,000 Common Shares at $0.07 per Common Share for gross proceeds of $385,000.

"Transfer Agent" means Odyssey Trust Company with an address at 350 – 409 Granville Street, Vancouver, BC V6C 1T2.

"Warrant" means a Common Share purchase warrant.

CURRENCY

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

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Except for statements of historical fact relating to the Company, certain statements in this Prospectus may constitute forward-looking information, future oriented financial information, or financial outlooks (collectively, "forward looking information") within the meaning of Canadian securities laws. Forward-looking information may relate to this Prospectus, the Company's future outlook and anticipated events or results and, in some cases, can be identified by terminology such as "may", "could", "should", "expect", "plan", "anticipate", "believe", "intend", "estimate", "projects", "predict", "potential", "targeted", "possible", "continue" or other similar expressions concerning matters that are not historical facts and include, but are not limited in any manner to, those with respect to: expectations, strategies and plans, including the Company's proposed expenditures for exploration work, and general and administrative expenses (see "Property Description and Location" and "Use of Available Funds" for further details); the results of future exploration work and the estimated timelines for same; the timing, receipt and maintenance of approvals, licenses and permits from applicable government, regulator or administrative bodies; expectations generally about the Company's business plan and its ability to raise further capital for corporate purposes and further exploration; future financial or operating performance and condition of the Company and its business, operations and properties; environmental, health and safety regulations affecting the mineral exploration industry; competitive conditions; expectations respecting executive compensation; involvement and impact of First Nations land claims and NGOs; staffing of exploration activities and access to services and supplies at the Property; capital and operating expenditures; and any and all other timing, development, operational, financial, economic, legal, regulatory and political factors that may influence future events or conditions, as such matters may be applicable.

Such forward-looking statements are based on a number of material factors and assumptions regarding, among other things: the Company's ability to carry on exploration and development activities, the availability and final receipt of required approvals, licenses and permits for exploration, the Company's ability to operate in a safe, efficient and effective manner, the Company's ability to obtain financing and maintain sufficient working capital to explore and operate, the Company's access to adequate services and supplies and a qualified workforce as and when required and on reasonable terms, economic conditions and commodity prices. While the Company considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect. Actual results may vary from such forward-looking information for a variety of reasons, including but not limited to risks and uncertainties disclosed in this Prospectus. See "Risk Factors". Forward-looking statements are based upon management's beliefs, estimates and opinions on the date the statements are made and, other than as required by law, the Company does not intend, and undertakes no obligation to update any forward-looking information to reflect, among other things, new information or future events.

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

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

PROSPECTUS SUMMARY

The following is a summary of the principal features of this distribution and should be read together with the more detailed information and financial data and statements contained elsewhere in this Prospectus.

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

Management, Directors & Officers:
Scott Walters Chief Executive Officer and Director
Jeremy Fong Chief Financial Officer and Corporate Secretary
Sean Hillacre Director
Ranbir Kalan Director

See “Directors and Executive Officers”.

The Property:
The Property is an exploration stage property that consists of eight claims totaling approximately 3,123 hectares of land, located within the Fort Steel Mining Division of British Columbia. See “The Penny Property”.

Special Warrants:
This Prospectus is being filed to qualify the distribution in the Provinces of British Columbia, Alberta and Ontario of 3,360,350 Special Warrants, and the underlying SW Shares and SW Warrants, issuable to the holders of a total of 3,360,350 Special Warrants upon the exercise of those Special Warrants. All unexercised Special Warrants will automatically convert at 5:00 p.m. on the date that is the earlier of: (a) the third business day after the date on which the Receipt is granted by the British Columbia Securities Commission; and (b) the date that is one year from the Closing Date.

The Special Warrants were issued by the Company on a private placement basis, and the Special Warrant Private Placement completed on January 22, 2025. The Special Warrants were issued at a price of $0.10 per Special Warrant and there will be no additional proceeds to the Company from the exercise of the Special Warrants.

Listing:
The Company intends to apply to have its Common Shares listed on the Exchange. Listing is subject to the Company fulfilling all the requirements of the Exchange, including minimum public distribution requirements. See “Plan of Distribution”.

Use of Available Funds:
The Company’s estimated working capital as of January 31, 2025, the most recent month end, excluding funds received in connection with the Special Warrant Private Placement as of such date, is approximately $301,962. The Company received net proceeds from the Special Warrant Private Placement of $336,035. The Company’s available funds are therefore approximately $637,997. The expected principal purposes for which the available funds will be used are described below:

To pay for the Phase 1 exploration program expenditures on the Property(1) $265,210
Initial Listing Fees(2) $40,000
Payments under Property Agreement due within twelve months of the Listing Date $25,000

To pay for general and administrative costs for next 12 months(3) $190,000

Unallocated working capital $117,787

TOTAL: $637,997

Notes:

See "The Penny Property – Recommendations". The Phase 1 program expected cost is $265,210.
Including legal, audit, securities commissions, and Exchange fees.
The Company will pay Mr. Walters a monthly fee of $10,000 in connection with his duties as CEO of the Company after the Listing Date. See "Executive Compensation – Compensation Discussion and Analysis."

Summary of Financial Information:

The following selected financial information has been derived from and is qualified in its entirety by the audited financial statements of the Company for the period from April 11, 2024 to January 31, 2025, and the notes thereto included in this Prospectus and should be read in conjunction with those financial statements and related notes thereto, along with the Management's Discussion and Analysis included in this Prospectus. All financial statements are prepared in accordance with IFRS. The Company's financial year end is January 31.

	As at January 31, 2025 and for period from April 11, 2024 to January 31, 2025 ($) (audited)
Revenue	Nil
Total Expenses	89,352
Net loss and comprehensive loss for the period	(89,352)
Loss per share (basic and diluted)	(0.01)
Current Assets	707,779
Total Assets	722,779
Current Liabilities	69,782
Long Term Debt	Nil
Shareholders’ Equity	652,997

See "Management's Discussion and Analysis".

Risk Factors:

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

interest groups and reporting organizations on the Company's operations and on mining exploration as a whole; volatility of mineral prices; some of the Company's directors have involvement in other companies in the same sector; and price volatility of publicly traded securities. See the section entitled "Risk Factors" for details of these and other risks relating to the Company's business.

CORPORATE STRUCTURE

Name and Incorporation

The Company was incorporated under the Business Corporations Act (British Columbia) on April 11, 2024 under the name 1475431 B.C. Ltd. On January 23, 2025, the Company changed its name to Maxus Mining Inc. The Company's registered and records office is located at 6th Floor, 905 West Pender Street, Vancouver, BC, V6C 1L6. The Company's head office is located at 250 – 997 Seymour Street, Vancouver, BC, V6B 3M1.

Inter-corporate Relationships

The Company has no subsidiaries.

DESCRIPTION OF THE BUSINESS

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

Upon completing its obligations under the Property Agreement, the Company will hold a 100% interest in the eight mining claims, totalling approximately 3,123 hectares, comprising the Property. The Property Agreement was negotiated on an arm's length basis.

Under the terms of the Property Agreement in order to exercise the Option, the Company is required to pay to the Optionor a total of $65,000 ($15,000 of which has been paid) and issue to the Optionor a total of 200,000 Common Shares. Upon the completion of the foregoing, the Company will acquire a 100% interest in the Property.

The Company can terminate the Property Agreement by providing thirty (30) days’ written notice to the Optionor. Either the Company or the Optionor can terminate the Property Agreement if: (i) either party fails to perform any obligation required to be performed by it under the Property Agreement or if a party is in breach of a warranty or representation given by it under the Property Agreement, with such failure or breach materially interfering with the implementation and operation of the Property Agreement; or (ii) the Company fails to make the cash payments or issue the Common Shares under the Property Agreement.

As of the date of this Prospectus, the Company has not completed any drilling at the Property. The Company will be deemed to have exercised the Option upon occurrence of all of the following: (i) paying the Optionor $15,000 within 30 calendar days of the execution date of the Property Agreement (completed); (ii) paying the Optionor $25,000 and issuing to the Optionor 200,000 Common Shares within 10 calendar days of the Listing Date; and (iii) paying the Optionor $25,000 on or before the date that is the first anniversary of the Listing Date. The Company has the right to accelerate cash obligations in order to acquire its interest in the Property in a shorter period of time than as set out in the Property Agreement and may at any time accelerate the exercise of the Option by paying to the Optionor an amount of funds equal to the remaining amount of cash to exercise the Option at the time of such payments. See “The Penny Property”.

The Property Agreement is not considered a related party agreement under International Accounting Standards (IAS) 24.

Stated Business Objectives

The Property is in the exploration stage. The Company intends to use its available funds to carry out the recommended Phase 1 exploration program for the Property. Based upon the recommendations of the Author in the Technical Report, the Company intends to carry out the Phase 1 exploration program in April 2025, and the Company expects to complete the field work in May or June 2025, weather permitting. The proposed budget of $265,210 for Phase 1 in the Technical Report is based on a 6-week work program, but the exact timeline is subject to change. If the results of the Phase 1 exploration program are positive, the Company will look towards carrying out a Phase 2 exploration program. See “The Penny Property - Recommendations” and “Use of Available Funds”.

The exploration, and if warranted, development of the Property may depend on specialized skills and knowledge that are applicable to the mining industry. As of the date of this Prospectus, the Company has no consultants and no employees. The Company’s leadership team is composed of the following: (i) Scott Walters – Chief Executive Officer and Director; (ii) Jeremy Fong – Chief Financial Officer and Corporate Secretary; (iii) Sean Hillacre – Director; and (iv) Ranbir Kalan – Director.

The mineral exploration and development industry is very competitive. As an emerging issuer, the Company is subject to numerous competitive conditions such as a need for additional capital and the commercial viability of the Property.

History

Following incorporation, the Company was capitalized by completing the following Private Placements:

(i) the Founders’ Placement, which raised $7,500 through the issuance of 1,500,000 Common Shares. The Founders’ Placement was completed on April 26, 2024;

(ii) the Second Private Placement, completed on May 16, 2024, which raised $181,500 through the issuance of 9,075,000 flow-through Common Shares;

(iii) the Third Private Placement, completed on June 25, 2024, which raised $385,000 through the issuance of 5,500,000 Common Shares; and

(iv) the Special Warrant Private Placement, completed on January 22, 2025, which raised $336,035 through the issuance of 3,360,350 Special Warrants.

To date, funds raised from the Private Placements have been used to identify and enter into an agreement to acquire a mineral project, specifically, the Property Agreement, for filing fees, professional expenses, regulatory expenses, and for general working capital.

THE PENNY PROPERTY

The technical information in this Prospectus with respect to the Property is derived from the Technical Report, dated effective August 14, 2024, and prepared for the Company in accordance with NI 43-101 by the Author. The Author is an independent Qualified Person for the purposes of NI 43-101. The full text of the Technical Report is available for review at the registered office of the Company at 6th Floor, 905 West Pender Street, Vancouver, BC V6C 1L6 and is available online under the Company’s SEDAR+ profile at www.sedarplus.ca.

Property Description, Location and Access

The Penny Property consists of eight non-surveyed non contiguous mineral claims totalling 3,122.952, hectares located on NTS maps 82G/12 centered at Latitude 49.55° Longitude -115.90°. The claims are located within the Fort Steel Mining Division of British Columbia. The mineral claims are shown in Figures 1 and 2, and the claim details are illustrated in the following table:

Table 1

Map-staked Mineral Claims

Title Number	Claim Name	Issue Date	Good To Date	Area (ha)
1111626	Penny 1	2024/FEB/29	2029/Dec/15	502.93
1111627	Penny 2	2024/FEB/29	2029/Dec/15	502.93
1111628	Penny 3	2024/FEB/29	2029/Dec/15	838.57
1112637	Penny 4	2024/APR/24	2029/Dec/15	188.53
1112638	Penny 5	2024/APR/24	2029/Dec/15	167.75
1112730	Penny 6	2024/APR/29	2029/Dec/15	398.33
1112731	Penny 7	2024/APR/29	2029/Dec/15	482.00
1112815	Penny 8	2024/MAY/07	2029/Dec/15	41.91
		Total		3122.95

The Author undertook a search of the tenure data on the British Columbia government's MTO website which confirms the geospatial locations of the claim boundaries and the Penny Property ownership as of August 3, 2024.

The Mineral Titles Online website indicates that Andrew Molnar is the current registered 100% owner of all Penny mineral claims above. There are numerous reported survey parcels on the MTO website that are covered by the Penny Property (Figure 2). It is unclear if these are held privately or are crown ground.

The claims are divided by a single cell wide mineral claim 1107791 owned by PJX Resources Inc. It is clear that PJX Resources Inc. staked ground to connect its Dewdney Trail property to its Zinger, and Eddy-Gold Shear, and Vine Property for moving the required assessment from one property to another. Typically claims of this nature are rarely explored by the owners and are often considered a nuisance.

In British Columbia, the owner of a mineral claim acquires the right to the minerals that were available at the time of claim location and as defined in the Mineral Tenure Act of British Columbia. Surface rights and placer rights are not included. Claims are valid for one year and the anniversary date is the annual occurrence of the date of record after staking the mineral claim. The current mineral claims are on crown ground and no further surface permission is required by the mineral tenure holder to access mineral claims. To maintain a claim in good standing, the claim holder must, on or before the anniversary date of the claim, pay the prescribed recording fee and either: (a) record the exploration and development work carried out on that claim during the current anniversary year; or (b) pay cash in lieu of work. The amount of work required in years one and two is $5 per hectare per year, years three and four is $10 per hectare, years five and six is $15 per hectare, and $20 per hectare for each subsequent year. Only work and associated costs for the current anniversary year of the mineral claim may be applied toward that claim unit. If the value of work performed in any year exceeds the required minimum, the value of the excess work can be applied, in full year multiples, to cover work requirements for that claim for additional years (subject to the regulations). A report detailing work done and expenditures must be filed with and approved by the B.C. Ministry of Energy and Mines.

The Author is unaware of any significant factors or risks, besides what is noted in the Technical Report, which may affect access, title, or the right or ability to perform work on the Property.

All work carried out on a claim that disturbs the surface by mechanical means (including drilling, trenching, excavating, blasting, construction or demolishment of a camp or access, induced polarization surveys using exposed electrodes and site reclamation) requires a Notice of Work permit under the Mines Act and the owner must receive written approval from the District Inspector of Mines prior to undertaking the work. The Notice of Work must include: the pertinent information as outlined in the Mines Act; additional information as required by the Inspector; maps and schedules for the proposed work; applicable land use designation; up to date tenure information; and details of actions that will minimize any adverse impacts of the proposed activity. The claim owner must outline the scope and type of work to be conducted, and approval generally takes 8 to 16 months.

Exploration activities that do not require a Notice of Work permit include prospecting with hand tools, geological/geochemical surveys, airborne geophysical surveys, ground geophysics without exposed electrodes, hand trenching (no explosives) and the establishment of grids (no tree cutting). These activities and those that require permits are outlined and governed by the Mines Act of British Columbia.

The Chief Inspector of Mines makes the decision whether land access will be permitted. Other agencies, principally the Ministry of Forests, determine where and how the access may be constructed and used. With the Chief Inspector's authorization, a mineral tenure holder must be issued the appropriate "Special Use Permit" by the Ministry of Forests, subject to specified terms and conditions. The Ministry of Energy and Mines makes the decision whether land access is appropriate, and the Ministry of Forests must issue a Special Use Permit. However, three ministries, namely the Ministry of Energy and Mines; Forests; and Environment, Lands and Parks, jointly determine the location, design, and maintenance provisions of the approved road.

Notification must be provided before entering private land for any mining activity, including non-intrusive forms of mineral exploration such as mapping surface features, and collecting rock, water, or soil samples. Notification may be hand delivered to the owner shown on the British Columbia Assessment Authority records or the Land Title Office records. Alternatively, notice may be mailed to the address shown on these records or sent by email or facsimile to an address provided by the owner. Mining activities cannot start sooner than eight days after notice has been served. Notice must include a description or map of where the work will be conducted and a description of what type of work will be done, when it will take place and approximately how many people will be on the site. It must include the name and address of the person serving the notice and the name and address of the onsite person responsible for operations. The Author did not observe any environmental liabilities during his site visit. The Company does not currently hold a Notice of Work permit for the Penny Property.

The Property Agreement dated May 17, 2024, between the Optionor and the Company states that the Company can acquire a 100% interest in the Property for $65,000 in cash payments and by issuing 200,000 Common Shares under the following terms:

Pay the Optionor $15,000 on or before June 16, 2024 (completed);
Pay the Optionor $25,000 within ten days of the Listing Date;
Pay the Optionor $25,000 within ten days of the first anniversary of the Listing Date; and
Issue 200,000 Common Shares to the Optionor within ten days of the Listing Date.

There is no reported net smelter return royalty in the Property Agreement terms.

To the best of the Author's knowledge approval from local First Nations communities may also be required to carry out exploration work. The reader is cautioned that there is no guarantee that the Company will be able to obtain approval from local First Nations. However, the Author is not aware of any problems encountered by other junior mining companies in obtaining approval to carry out similar programs in nearby areas.

Figure 1: Regional Location Map

Figure 2: Property Claim Map

Accessibility

The Penny Property is located nine kilometers southeast of the town of Kimberley and eight kilometers northwest of the town of Cranbrook, in British Columbia.

Kimberly and Cranbrook are the nearest major supply centers where material and services adequate to explore the road accessible property can be found. Infrastructure resources are excellent and readily available. The Property is within a few kilometers of the hydroelectric grid; and the region has a long history of mining, hence personnel with heavy equipment and exploration and mining experience are available. The climate is benign, with agreeable Spring-Summer-Fall seasons and a temperate winter that sees relatively limited snow accumulations at lower levels, although accumulations may be substantial at elevation. Work in subalpine and alpine regions is seasonal, limited to June through mid-October; at lower elevations the field season extends from late April until November.

The Property is underlain by moderate to rugged slopes cut by deeply incised, steep tributary streams. Elevations range from 900 to 1405 m. Tree species are dominated at lower elevations by Lodgepole Pine (Pinus contorta) and Interior Douglas Fir (Pseudotsuga Menziesii var. glauca) with some Western Hemlock (Tsuga heterophylla) and Engelmann Spruce (Picea engelmannii) on north-facing, shady slopes; Subalpine Fir (Abies lasiocarpa) and Engelmann Spruce may be present at higher elevations; Western Redcedar (Thuja plicata) and Sitka Alder (Alnus crispa) may occupy moist, shaded areas, avalanche shoots and steep stream beds.

History Of Exploration

The area has seen exploration activity throughout the last 100+ years with recent work including rock sampling and minor geological mapping. The location of the Property, north of the major past producing Sullivan Mine at Kimberley BC, has stimulated individuals and junior and major exploration company activities in the past.

SCC Resources Inc. 1991:

SCC Resources Inc. in 1991 undertook a 650-soil sampling program of which approximately half is on the current Property. There were no reported significant assay values derived from this sampling.

Nick Gass 1989-1996:

Four traverses were undertaken to attempt to determine structure, stratigraphic units, and possible mineralization. Traverse #1 on the west side of the valley was apparently too low down to intersect any outcrop though the float was largely Middle and Lower Creston. This traverse was continued off of the claim block to the west in an effort to affirm that the magnetic anomaly from the regional map on the bluffs overlooking the valley was indeed due to magnetic beds near the Upper and Lower Creston contact. The magnetometer confirmed considerable variation in magnetic intensity from one thin bed to another. The lithology appeared to be more the light green quartzites of the Middle Creston than the greyer more argillaceous lower unit but is probably in the transition zone.

Traverse #2 was along the east side of the valley wall beginning just north of the cattle guard up the scree slope below the cliffs. The scree confirms Lower Creston on the cliffs above, but the accessible outcrop is Upper Aldridge argillite considerably slickensided and somewhat phyllitized. South of the notch several anticlinal crests plunging 20°N suggest that the fold may exhibit a number of crenulations. The rock is slickensides argillite of the Upper Aldridge.

Taranis Resources Inc. 2009:

In 2009, Taranis Resources Inc. undertook a stream sampling program. Thirteen of the samples taken are located on the current Property configuration. No significant values were encountered.

Kootenay Silver Inc. 2017:

In 2017, Kootenay Silver Inc. spent several days prospecting the Penny Man claims. Prospecting focused on both stratigraphy and structure with copper mineralization being the main commodity sought. A total of 17 grab samples

of iron oxide brecciation, quartz veinlets and fractures with limonite and/or copper as well as from sedimentary horizons with disseminated copper mineralization were collected as part of the prospecting program.

Chip samples were collected from two areas of fracture and disseminated copper mineralization in cleaved upper Creston formation. Samples were collected perpendicular to bedding. Samples TK17-149c to 151c were collected from one outcrop interval with TK17-152c to 154c from roughly the same interval on strike to the northeast. Copper ranges from 10 ppm to a high of 1046 ppm over a 0.8m interval (TK17-149c). Lead values are low with no samples above 10 ppm. Zinc values are slightly elevated with most of the samples from both areas returning above 50 ppm to a high of 90 ppm (TK17-152c).

Manganese levels are the highest in samples with the highest values for copper. Two chip samples were collected from a green siltstone horizon with thin lenses of quartzite containing finely disseminated malachite and bornite within middle Creston stratigraphy. Sample TK17-147c ran 227 ppm copper over a 1m interval and TK17-148c, taken from an internal 30cm section with minor malachite ran 706.1 ppm.

Two horizons with disseminated bornite and malachite returned values for copper of 2388.8 ppm (TK17-12) and 1808.2ppm (TK17-28).

Samples TK17-38, 39, 41, and 59 were collected out of fine-grained quartzite interbeds in the lower part of the middle Creston formation. These beds contained disseminations of pyrite with chlorite and magnetite as well as thin joint fractures with chlorite and calcite and in one sample TK17-41 had some chalcopyrite and malachite staining. These samples returned values of up to 77.8 ppm copper (TK17-59).

Geological Setting and Mineralization

Regional Geology

The Property is contained within Mesoproterozoic siliciclastic rocks belonging to the Purcell Supergroup, (Figure 3) specifically the Kitchener and Creston formations. They are intruded by Late Cretaceous epizonal dikes, sills and stocks, most notably the Estella Stock. These quartz monzonite-granite-quartz syenite intrusions are compositionally variable; their megacrystic texture defined by potassic feldspar- and albite phenocrysts in a fine (often pyritic) groundmass denotes magmatic mixing (Höy, 1993).

The Purcell basin defines the major north-trending arm (today's coordinates) of the much larger Belt-Purcell basin, most of which resides in the United States (Figure 3). During the initial rift phase of the Purcell arm, sedimentary fill comprised thick sequences of distal siliciclastic turbidites derived mainly from the south and west (Figure 4). This succession, called the Aldridge Formation, is best exposed and developed in the Purcell Mountains, between the Rocky Mountain Trench and Kootenay Lake, the region that once formed the deep axial keel of the Purcell arm. East of the Rocky Mountain Trench in the northern Hughes Range – the subject area of this report – the distal basin Aldridge turbidites are replaced towards the east by shelf facies fluvial-deltaic quartzite (Fort Steele Formation) overlain by shelf and slope deposits comprising siltstone, argillaceous and calcareous siltstone, silty (calcareous) dolomite, silty mudstone and shale, orthoquartzite, and immature turbiditic sandstone (Höy, 1993; Höy et. al., 2000). Hence, the Rocky Mountain Trench, a present-day physiographic feature, marks the approximate boundary between basin and shelf (Figure 4), and by inference, the locus of basin-margin growth faults (down to the west) that controlled local stratigraphic associations while serving to focus the flow of basin brines (Höy, 1993; Höy et. al., 2000).

Stratigraphy and Sedimentology of the Belt-Purcell

Supergroup The Belt-Purcell Rift consists of two branches. The main or Purcell branch, which contains the Sullivan deposit, trends northwest through the Purcell Mountains of southeastern British Columbia and is characterized by a basal, 12 km thick, turbidite-sill complex - the Aldridge Formation in Canada and the Prichard Formation in the U.S.A. To the northwest, rocks of the Purcell branch are covered by Neoproterozoic and Phanerozoic strata and to the southeast they are truncated against an east-northeast-trending transfer fault. The east-northeast-trending, or Helena branch extends along the northern side of this transfer fault to form the Helena embayment. Stratigraphic relationships of the Belt-Purcell are shown in Figure 3. The lower part of the Supergroup consists of marine turbidites that infilled the rift grabens, and stratigraphically equivalent shallow marine to fluvial sandstones, mudstones and carbonates that

were deposited on the surrounding rift platform. These syn-rift sequences are overlain by shallow marine to lacustrine and fluviatile mudstones, carbonates and sandstones that extend over the rifted and platformal areas alike, forming a rift-cover or rift-sag sequence. Strata of the Belt-Purcell Basin can thus be divided into three main facies groups (Figure 4):

1) Basinal facies of rift-fill sequence consisting mainly of deep-water turbidites in the Purcell Branch (Aldridge and Prichard Formations) and deep-water calcareous argillite and turbidites that shoal upwards to mid-shelf carbonates and siliciclastic (Newland Formation) in the Helena Branch;

2) Shallow-water platformal and fan-delta facies deposited at the margins of the rift and surrounding shelf, and approximately synchronous with turbidite deposition within the rift. Rock types include fluviatile and deltaic quartz-rich arenites (Fort Steele and Neihart Formations), via fandelta complexes containing coarse-grained debris flows shed from fault scarps (Lahood Formation), to more distal deeper water argillite-siltite debris flows (Greyson Formation), and shallow-water platformal carbonates (Waterton and Altyn Formations);

3) Shallow-water, mud flat, fluvial, lagoonal, alluvial, and playa facies of rift-cover or rift-sag sequence that covers both the rift and its adjacent platforms and forms the upper part of the Belt-Purcell Supergroup. Rock types include red, purple, and green argillites and siltites of the Ravalli Group (Creston Formation in Canada), a transgressive carbonate-rich sequence of the Middle Belt Carbonate (Kitchener Formation in Canada), and northward and eastward deepening fine-grained clastics of the Missoula Group (Sheppard, Gateway, Phillips, Roosville, Mount Nelson Formations in Canada) that range from a large sandy alluvial apron in the southwest through marginal marine sand and mud flats to shallow-marine sediments composed of siliceous and carbonate mud in the north and east.

Figure 3: Belt-Purcell Basin

Map showing the outcrop extent of the Belt-Purcell basin, the locations of major mineral deposits, and the simplified distribution of sedimentary facies of the lower part of the Belt-Purcell Supergroup (i.e., Aldridge Pritchard Formations and stratigraphic equivalents) (Lydon, 2004).

Figure 4: Belt-Purcell Basin Stratigraphic Correlation

Transition from shelf to basin facies showing lateral changes in facies and thickness. The Property is located at the break-in-slope between shelf and rift basin axis. Relative to the Property, the Neihart Formation is the stratigraphic equivalent to Fort Steele Formation fluvial-deltaic quartzites, and the Waterton and Altyn formation carbonates are equivalent to the Aldridge Formation slope facies dolomitic siltstone, silty dolomite and argillite (after Lydon, 2004).

Figure 5: Purcell Anticlinorium

Geological map of the southern part of the Purcell anticlinorium showing the locations of Mesoproterozoic sulphide deposits, tourmaline occurrences, sedimentary fragmental bodies, and major synsedimentary faults. After Hoy et al., 2000 Modified after Lydon, 2004.

Upper Purcell rocks and, in particular, the nature of the transition from Gateway, Phillips, and Roosville into Dutch Creek are described in considerably more detail. Stratigraphic thicknesses were measured and calculated and estimated on cross-sections. The true total thickness of the stratigraphic succession from the basal contact of the upper Aldridge to the Dutch Creek-Mount Nelson contact is about 10,000 meters (Figure 6). (Carter, G. and Høy, T.1987).

Figure 6: Purcell Rocks

Carter, G. and Hoy, T.1987

Lower Purcell Stratigraphy

The upper Aldridge member, exposed in the south of the Property, is about 500 meters thick (Property Geology Figure 7). The overlying Creston Formation has been divided into three members (Figure 6). The lower silty member (Pec1) is about 700 meters thick the middle quarzitic member about 1500 meters thick. The total thickness of the Creston Formation is therefore about 2300 meters, compared with about 1600 meters in the Kimberley area (Hoy, 1983), 2208 meters at Moyie Lake (Hoy, 1985), and 1670 meters near Findlay Creek (Reesor.1973). The overlying Kitchener Formation consists of a lower dolomitic siltstone member (+/- 500 meters) and an upper dark grey carbonaceous dolomite and limestone. The total thickness of the Kitchener Formation in the Skookumchuck area is approximately 2200 meters. To the west, near Cherry Creek, it is about 1430 meters thick (Reesor, 1958), east of the trench, 926 meters (Hay, 1985) and in the Kimberley area, approximately 2000 meters thick (Hoy.1983, Carter, G. and Hoy, T.1987).

The Van Creek Formation has a variable thickness within the area but averages approximately 550 meters. It comprises laminated green siltstone and locally purplish sandstone. The Van Creek Formation is greater than 750 meters thick in the Bloom Creek area southeast of Cranbrook, and 926 meters thick at Cherry Lake, further south (Hoy, 1985). West of the Skookumchuck area at Buhl Creek, Reesor (1958) measured 550 meters of Van Creek Formation. The formation is intruded by a dioritic sill near Ta Ta Creek. (Carter, G. and Hoy, T.1987).

The Van Creek fm is overlain by 60 to 130 meters of amygdaloidal basaltic volcanic flows of the Nicol Creek Formation. Near Echees Lakes, Diakow (in Hoy. 1985) described a polymictic conglomerate at the base of the Nicol Creek Formation which correlates with a similar conglomerate observed near Mount Baker, east of Cranbrook (Hoy and Diakow, 1982). The conglomerate cuts down into the underlying Van Creek Formation, indicating the presence of a regional unconformity. This northwestern extension consists of two closely spaced flows separated by a thin thinly interbedded siltstone and lava 60 meters thick. Purple coarse sandstones have been encountered west of Bradford Creek at approximately the same stratigraphy level as the main lava flows. Further west on the ridge east of Buhl Creek, Reesor (1958) described 61 meters of volcanic luff breccia and volcaniclastic rocks. The coarse purplish sandstones and basaltic tuffs indicate that the flows pinch out west of Bradford Creek whereas tuffs extend over a somewhat larger area. (Carter, G. and Hoy, T.1987)

Upper Purcell Stratigraphy

The upper Purcell Stratigraphy comprises the Gateway, Phillips, and Roosville Formations to the east, and the Gateway, Dutch Creek, and Mount Nelson Formations to the northwest. A minimum of 1047 meters of the upper Purcell rocks was measured near Echo lakes.

The Dutch Creek fm has not been subdivided west and northwest of the study area, except near MacDonald Creek (Freiholz, 1984) and its fades and geometry are usually only poorly understood. Walker (1926) first described the formation and although he combined all of the upper Purcell strata below the Mount Nelson Formation into the Dutch Creek Formation, he still recognized a lower member which is correlative with the lower Gateway Formation. Reccsor (1973) estimated about 1220 meters of Dutch Creek stratigraphy in a folded zone in the Lardeau east half map area. Near Rose Pass, to the southwest, Rice (1941) estimated about 1310 meters of Dutch Creek stratigraphy.

The eastern facies of the Gateway Formation have a north-south lithological continuity but thickens rapidly to the north, from 800 meters at Echoes Lakes to approximately 2400 meters at Larchwood Lake. The lower member of the formation is characterized by an assemblage of dominantly coarse-grained, quartz wackestone, often dolomitic and locally oolitic, and sandy dolomite. Light green laminated siltstone is commonly interbedded with coarse elastic and dolomitic packages. Massive stromatolitic dolomite, regularly interbedded with clean quartz wacke and quartz arenite, is more common toward the top of the lower Gateway. Recessive units throughout the formation usually consist of silt-stone-argillite couplets. Scour and fill structures, ripple marks, crossbeds and less commonly salt casts are found in this member. The overlying upper Gateway is dominantly a silty unit that consists essentially of light green siltstone similar to siltstone in the lower unit, with lenticular layering and laminations as well as fine graded bedding. A thin unit of dark grey and black finely laminated silt-stone and argillite is present slightly below the Phillips Formation. A similar microlaminite also occurs immediately above the Phillips Formation. The lower Gateway is approximately 1800 meters thick at Echoes Lakes and about 1500 meters at Larchwood Lake. (Carter, G. and Hoy, T.1987).

The Roosville Formation at Echoes Lakes has very distinct lithologies. A sequence of Black siltite-argillite microlaminites underlies green siltstone beds with spectacular fine and coarse rip-up clasts, well-preserved mud cracks, and graded bedding. Interbeds of dark oolitic dolomite appear towards the top of the exposed sequence and beds with zoolitic rip-up clasts in the Roosville Form a sequence and beds with rip-up clasts become rare. The northernmost are seen further north at Larchwood Lake. Oolitic dolomite interbeds are common within light green and grey siltstone-argillite of the upper part of the Roosville Formation.

The upper part of the Dutch Creek Formation is discontinuously exposed north of Skookumchuck Creek. A carbonate marker bed approximately 200 meters thick occurs within the Dutch Creek Formation approximately 3000 meters above the Nicol Creek lavas. It has been mapped west of Sundown Creek and forms a small ridge north of Skookumchuck Creek. It is a massive cream to tan weathering, thick to medium-bedded dolomite and limestone unit.

Crypto-algal features are present locally. The top and the base of the unit consist mainly of argillaceous silty dolomite. It is included within the Dutch Creek rather than the Mount Nelson Formation as the basal quartzite typical of the Mount Nelson is not exposed below it. Furthermore, green siltstone, black argillite, and thin oolitic dolomite interbeds higher in the section probably correlate with similar facies in the Roosville at Larchwood Lake. However, since the Phillips is absent here, this part of the section is shown as upper Dutch Creek (Carter, G. and Höy, T.1987).

Structural Geology

Structural deformation in the area consists of several phases. Tilting, possibly associated with penecontemporaneous block faulting, occurred during or immediately following deposition of the Nicol Creek lavas and produced a low-angle regional unconformity. Movement along these block faults may have persisted through the Gateway into Roosville time. Tilting also occurred after deposition of the Mount Nelson Formation, the Mount Nelson Formation has been irregularly eroded prior to deposition of the Hadrynian Toby Formation (Reesor, 1973; Foo, 1979). Broad open folding, in part controlled by stratigraphy and earlier fault structures, developed during the Columbian orogeny. The axial planes of these folds became the loci of northeast-trending normal faults. The latest deformation involved eastward thrusting and folding that is particularly prominent in the northwest part of the area (Carter, G. and Höy, T.1987).

Property Geology

The Kitchener formation

The Kitchener formation consists of calcareous and dolomitic siltite and argillite, silty dolomite and limestone, green argillite, siltite, sandy dolomite, and minor quartzite. Much of the green Kitchener argillite is vaguely reminiscent of the Devonian Ireton backreef shale of central Alberta. A poorly developed bioherm is in evidence to the west at La France Creek. This stromatolitic dolomite is in the northeast flank of a late Proterozoic emergent land mass. Similar beds have been identified near Moyie Lake and east of the Rocky Mountain trench. The reefoid nature of these rocks near the top of the unit suggests early stromatoporoid banks in the Precambrian and accounts for the high dolomite content of the formation.

The formation can be separated on general appearance into three units; only the lower and middle will be presented here. The lower Kitchener is a green, somewhat dolomitic silty argillite, soft with recessive weathering. The middle Kitchener is thinly banded, buff weathering green argillite with bright rusty weathering light grey dolomite. This forms quite a resistive unit which is easily differentiated from all other rock types in the area. Wherever it occurs, the boulder clay takes on a distinctive bright rusty appearance. The top of this unit has not been identified except in the Moyie Lake and La France Creek areas, where there is a near pure light grey bed of dolomitic limestone and the stromatolitic bank. Trap Dykes Trap dykes are to be found throughout the Purcell Supergroup. They are believed to be late middle Proterozoic in age below the Toby conglomerate (Hoy, 1993). The trap dykes do not appear to have much significance.

Figure 7: Property Geology

The Creston formation

The lower Creston is about 1,000 m thick and represents a gradual return to subsidence. It consists predominantly of grey with some greenish siltite and argillite couplets and lesser amounts of quartz arenite. Mudcracks, ripple marks, and rip up debris are locally abundant. The lower half of the lower Creston, above the basal massive siltite, is more argillaceous than silty. One of the very significant markers in the lower Creston is a series of thin (10-20 cm) sandy coloured arenite beds near the top. These beds appear to carry magnetite which determines a very obvious magnetic anomaly on regional aeromagnetic maps. The contact with the middle Creston is marked by thicker bedded argillaceous siltstone with thin bedded deep purple to almost black argillite. The middle Creston is about 1,000 m thick and is typified by blocky weathering, 10-20 m units of bright green or purple siltstone, or grey siltstone with irregular purple mottling interbedded with dark green siltite or silty argillite. Wave ripples, mud cracks, and thin lenses of medium grained white quartzite are common. The middle Creston is very brittle, fractured, and highly silicified in the vicinity of large barren veins of "bull" quartz. The contact with upper Creston is to a deep green siltstone or very fine bright green quartzite. The upper Creston is no more than 300 m thick and consists of 2-3 cm beds of dark green siltstone with up to 20 cm beds of bright green fine-grained quartzite. Although difficult to distinguish without the overlying Kitchener the upper Creston has been identified as far west as La France Creek on the east side of Kootenay Lake. The contact between the upper Creston and Kitchener formations is "transitional over several tens of meters" (Reesor, 1981).

The Aldridge formation

The lower Aldridge consists of rusty weathering, laminated, thin to medium bedded, very fine quatzwacke, siltite, argillaceous siltstone, and minor black argillite. The grading and crossbedding indicate turbidite deposition. The upper part is finer grained and thinner bedded. The base is not exposed though some 4500' have been measured.

The contact with the middle Aldridge is gradational but is placed at the base of the first blocky, grey weathering quartzwacke bed. The middle Aldridge is more than 2,000 m thick and consists of well bedded, medium grained quartzite and argillaceous quartzite interbedded with laminated or ripple cross laminated siltite and laminated dark grey argillite deposited by "turbidity currents of variable strength" (McMechan, 1981). Quartzite beds may grade to dark grey argillite near the top. The basal part of the section consists of interbedded quartzwacke and arenite with minor silty argillite and are grey weathering where exposures are not recent. In the upper part of the section quartzwacke and arenite beds are thinner and more argillaceous. The contact with the upper Aldridge is placed above the last bed of massive grey arenite.

Laminated dark and light siltstone marker beds, up to several meters thick, occur throughout the middle Aldridge succession. The unique pattern of each sequence permits positioning of isolated outcrops over a very wide area. Fourteen such markers have been identified. The change from the fluviatile quartzites of the underlying Fort Steele formation through intertidal and then subtidal siltites and argillites to quartz sand turbidites in the lower and middle Aldridge indicates a period of progressive subsidence and marine transgressions (McMechan, 1981). The quantity of sediment represented required a major river delivering clastic material from the interior of the continent. Both the lower and the middle Aldridge have been intruded by a series of massive basic sills referred to as the Moyie diorites. The actual composition appears to be quite variable from basalt through gabbro to diorite. Considerable differentiation is reported from some of the thicker units.

Cranbrook Formation

The Cranbrook Formation (Schofield, 1922) unconformably overlies Mesoproterozoic strata of the Purcell Supergroup. In the Hughes Range domain, the Cranbrook Formation is missing locally beneath the unconformably overlying Jubilee Formation; however, where preserved it is approximately 125 m thick, and consists of course- to medium-grained, white to grayish purple, blocky weathering, quartz arenite.

Conglomeratic sandstones, which are common locally, contain pebbles of quartz and quartzite. It is a medium-grained, buff to light brown weathering quartz arenite grading up into a fine-grained dark brown to black weathering sandy siltstone with minor lenses of light brown weathering quartz arenite. The stratigraphic variability may be due in part to syn-depositional block faulting (Welbon and Price, 1993).

The Cranbrook Formation is barren of fossils, however, Nevadella Zone (Montezuman, mid-Lower Cambrian (Cambrian age names from Palmer, 1998. Warren (1997) has correlated the Cranbrook Formation with the upper member of the Hamill Group, a regional sheet of quartz arenite that is interpreted to mark the rift drift transition at the base of the Cordilleran miogeocline. The lower member of the Hamill Group is preserved in Eocambrian rift-related basins and is overlain by rift-related volcanic rocks (Devlin, 1989; Warren, 1997; Colpron et al., 1998). Recent U-Pb dating of zircon from these magmatic rocks (Colpron et al., 2002) established a maximum age of approximately $569.6 \pm 5.3$ Ma for the upper member of the Hamill Group.

Eager Formation

The Eager Formation was established by Schofield (1922) for a thick succession of argillite and shale that conformably and gradationally overlies the Cranbrook Formation in the Cranbrook map-area. The thin Eager Formation overlies the Cranbrook Formation in the Cranbrook map-area. It is a unit of mixed lithology comprising shallow-water limestone, shale, and locally abundant sandstone that is variably preserved and commonly missing beneath the unconformably overlying Jubilee Formation. It ranges in thickness from tens of meters to hundreds of meters.

Faulting

Palmer Bar Fault This fault is the second oldest structural feature of the area. It is Laramide in age and probably does not follow any earlier structure. It is the most easterly demarcation of the imbricately faulted overthrust plate. The fault itself is not recognizable as a thrust fault since it is now the location of a normal fault. The phenomenon is explained by Trygve Hoy as due to subsidence after the compressional phase. As this structure began to cut up section at about Beaver Creek the Palmer Bar fault takes over as an en echelon component of the low angled sole fault projecting the overthrust plates some 3-4km further eastward. Presumably subsidence would be accentuated along this leading edge of the overthrust where massive volumes of sediments would be piled up.

The regional structure has been presented in a very condensed manner to acquaint those new to the area with some of the more salient features. Early basement rifting is believed to maintain a very significant effect on later deposition structure and mineralization. Although there are some structures traceable to earlier crustal movements most of the observed structures are the result of the Laramide orogeny. Of the six structural areas defined the two that are important for this project lie on either side of the Palmer Bar fault just west of Cranbrook. Of course, the occurrence of one of the Sullivan Mine at Kimberley is a very dominant consideration. The replacement genesis of this major occurrence is projected to be probable along other parallel features called "shadow lineations." In addition, the intrusion of Cretaceous granitic stocks with their attendant gold mineralization is believed to be related to the same E-W features. The congruence of these zones of crustal weakness with later faulting and subsequent development of dilatant zones on regional subsidence, provide serendipitous locations for auriferous emplacement where they intersect hydrodynamic barriers of massive argillite, intrusive sills, or zones of silicification whose geometry is in trap configuration.

Mineralization

Copper mineralization on the Property is almost entirely observed to be either within, or in close spatial proximity to, fault and/or shear movement. Trace malachite staining is seen on fracture, shear, and jointing surfaces. Bornite and chalcopyrite are observed together in deformed mm-scale blebs with tenorite staining, possibly associated with or remobilized by a cross-cutting jointing fabric at high angles (late). Pyrite is present in trace amounts within these blebs and as fine disseminations.

Mineralized rocks are usually silicified, as evidenced through hardness and conchoidal fracturing. The most intense mineralization is associated with halos of the potassic-sericitic alteration consuming feldspars in the sand and homogenizing the appearance. Mineralization is (pyrite $\pm$ chalcopyrite) sometimes seen within chloritic, sheared siltstone beds.

There are ten reported Minfile Showings on the Penny Property - Penny Man A to Penny Man J (see Figure 8).

PENNY MAN A 082GNW105

Outcrops at the Penny Man A showings contained disseminated chalcopyrite hosted in dolomitic siltstone. Historically six chip samples were collected at the main showing, along with 2 grab samples. Chip sample TK17-149c graded 0.1 copper over 0.8 metre (Kennedy, 2018). Similar mineralization occurs about 300 meters to the northwest but 3 grab samples there rendered less significant assays.

In 2017, several days were spent prospecting by Kootenay Silver Inc. across the Penny Man property. Several small pits were encountered on the property with no record existing of this work. Assessment Reports: 18885, 22073, 22884, 25008 reference the area with soil sampling and a limited ground magnetic survey performed on a portion of the existing claim block (in 2017).

PENNY MAN B 082GNW106

The Penny Man B showing area is underlain by Middle Proterozoic Kitchener sedimentary rocks. On the Penny Man claim group, several areas of stratabound and fracture-controlled copper mineralization were encountered along with quartz brecciation, bleaching and iron oxide fracturing. Several samples across the property were collected from veining with limonite and or base metals and chip sampling was completed locally. In 2017, the Penny Man B showing was observed as an outcrop containing disseminated malachite hosted in folded siltstone (Kennedy, 2018).

PENNY MAN C 082GNW107

In 2017, Kootenay Silver observed a quartz vein with and east-west strike and a 030-degree south dip, hosting calcite and chalcopyrite (Kennedy, 2018). The host rock was not indicated. A 3 to 4-metre-thick layer of coarse-grained quartzite is mapped about 140 meters to the southwest.

In 2017, several days were spent prospecting by Kootenay Silver Inc. across their Penny Man property. Several small pits were encountered on the property with no record existing of this work. Assessment Reports: 18885, 22073, 22884, 25008 reference the area with soil sampling and a limited ground magnetic survey performed on a portion of the existing claim block (in 2017).

Figure 8 illustrates the showing is on the Property border but based on the reported GPS reference error of 100 to 110 meters, the showing could be on or off of the current property configuration. It is included in this study in case it is on the current Property.

PENNY MAN D 082GNW108

The Penny Man D showing area is underlain mainly by siltstone of the Middle Proterozoic Creston Formation (Purcell Supergroup) bisected by the northeast trending Palmer Bar fault. Several areas of stratabound and fracture-controlled copper mineralization were encountered along with quartz brecciation, bleaching and iron oxide fracturing. Several samples across the property were collected from veining with limonite and or base metals and chip sampling was completed locally.

In 2017, bornite was observed in a 1 to 2 metre exposure of green siltstone; a chip sample over 30 centimeters graded 0.07 per cent copper (Sample TK17-148c, Kennedy, 2018). About 180 meters south of the chip sample, chalcopyrite and sphalerite were observed in a fracture which cut thick-bedded quartzite.

In Figure 8, this showing is on the Property border but based on the reported error of 100 - 110 meters, this showing could be on or off the Property. It is included in case it is within the current Property boundaries.

PENNY MAN E 082GNW109

The Penny Man E showing area is underlain mainly by siltstone of the Middle Proterozoic Creston Formation (Purcell Supergroup) bisected by the northeast trending Palmer Bar fault. Several areas of stratabound and fracture-controlled copper mineralization were encountered along with quartz brecciation, bleaching and iron oxide fracturing. Several

samples across the Property were collected from veining with limonite and or base metals and chip sampling was completed locally.

In 2017, mapping recorded green siltstone with chalcopyrite and sphalerite (Kennedy, 2018).

This showing is on the Property border but based on the reported error of 100 - 110 meters, this showing could be on or off the Property. It is included in case it is within the current Property boundaries.

PENNY MAN F 082GNW110

In 2017, joint veins containing chlorite, pyrite and chalcopyrite were documented by Kennedy, (2018). A sample (TK17-41) was taken from a 10-centimetre-thick bed of fine-grained quartzite with magnetite and chlorite where joint veins hosting calcite and malachite occur. The sample graded 70.9 parts per million copper (Kennedy, 2018).

PENNY MAN G 082GNW111

In 2017, a 1-metre-wide section of siltstone with disseminated bornite was noted along with molybdenite rosettes. A grab sample of this material, (sample TK17-28) graded 0.18 per cent copper, 6.7 grams per tonne silver, and 19.1 parts per billion gold; molybdenum was negligible (Kennedy, 2018). Medium bedded fine-grained quartzite occurs to the immediate east of the siltstone layer.

2024 Exploration Program

Based on field work conducted in 2024, the rocks at the Penny Man G occurrence are described as predominantly purple subarkose (feldspar dominated sandstone with 75 - 95% quartz grains), now quartzites, in thick (10s m) packages of thick beds (30cm - 1m). Large-scale sedimentary structures. Thick packages (5 - 10m) of siltstone/shale interbeds are seen. These fine clastics are chloritic, often sheared and/or cleaved, sometimes silicified, and usually recessive in outcrop.

At the Penny Man G showing, the structure is pretty simple. Beds are North striking, dipping steeply (356°/70°, n=4). Shears crosscut fine grained rocks at a low angle to bedding (172°/79°, n=2). Cleaved thin interbeds, probably shale, have a dominant, vertical north-northeast fabric (008°/89°, n=3).

Observed mineralization was found in alignment with the shears in the fine-grained sediments. Interesting sigmoidal 'torquing' structures record tourmaline-biotite±quartz veining in silicified fine-grained rocks and may contain important structural/mineralogical information worth following up on.

A variably thin (2 - 4mm) bornite-chalcopyrite±tourmaline±biotite vein was found at the site of TK17-28; this was in alignment with the shears observed, though the recessive material was not observed crossing any beds, so it may be in the bedding plane rather than the shears.

In 2024, fine disseminations of copper sulphide (bornite-chalcopyrite) where found in sheared fine-grained rocks adjacent to the describe veinlet.

PENNY MAN H 082GNW112

In 2024 the Company undertook some mapping for the Penny Man H showing. A 10-centimetre-wide fine-grained quartzite within green siltstone containing malachite on fractures was identified. A sample (TK17-12) taken from the mineralized section graded 0.24 per cent copper, Kennedy, 2018).

A structural confluence happens at the headwaters of the small creek to the North of the area, where an inferred NW/SE trending fault appears dissected and truncated by the crustal scale Palmer Bar fault (Figure 9).

PENNY MAN I 082GNW113

In 2017, Kootenay Silver recorded chalcopyrite mineralization in an outcrop of coarse-grained quartzite; 80 meters west of the quartzite showing, green siltstone with disseminated chalcopyrite was mapped (Kennedy, 2018). A third copper showing was mapped about 350 meters northwest of the quartzite showing and was described as chalcopyrite and malachite hosted in green siltstone. No samples were collected for assay from the 3 showings and no further mineralization features were described.

PENNY MAN J 082GNW114

In 2017, Kootenay Silver Inc collected 2 samples from an outcrop of coarse-grained quartzite (Kennedy, 2018). Sample CK16-80 was described as a narrow quartz vein cutting a white quartzite bed with some goethite. Sample CK16-81 was taken from coarse-grained quartzite (0.5 metre thick) with some carbonate and chloritic patches and rare chalcopyrite. Assay values were negligible.

Figure 8: Minfile Showings

Figure 9: Mapping of the Penny Man H Area

Deposit Types

The Belt-Purcell Basin contains a variety of base metal mineral deposits and occurrences (Figure 3 and Figure 5). Höy et al. (2000) have classified Mesoproterozoic deposits occurring in the Purcell anticlinorium into four main types, which, with the addition of Besshi type deposits of Idaho and Redbed Copper type deposits of Montana, make up the variety of Proterozoic mineral deposit types that occur in Belt Purcell rocks. These six deposit types can be classified into three groups:

Seafloor Sulphide Deposits

Sedex deposits represent iron, zinc, and lead sulphide stratiform deposition on the sea floor or just below the sediment surface around hydrothermal vents of sedimentary basins. The hydrothermal fluids, which cannot be directly linked to magmatism, are generally <250°C in temperature and are thought to represent the discharge of formational brines from a compacting sedimentary pile. The Sullivan Mine is the prime example and is described in Section 23 of this report.

Besshi-type deposits are stratiform Cu-bearing, massive sulphide deposits that typically have a very high length to thickness ratio and occur in sill-sediment complexes of oceanic extensional environments. They form from high temperature (>300°C) seafloor hydrothermal systems of seawater convection cells driven by the heat of subsurface mafic magmatic intrusions. They are a variant of the volcanogenic massive sulphide (VMS) class of deposits. Deposits of the Idaho Cu-Co belt (Blackbird, Black Pine, Iron Creek) have been interpreted to be of this type.

Stratabound Disseminated Sulphide Deposits

Redbed Copper deposits form by deposition of copper sulphides from oxic groundwaters at a reducing interface such as black shales, usually during the early burial and compaction history of a sedimentary succession. Redbed Copper deposits of The Revette Formation in Montana contain three major deposits of this type: Troy (Spar Lake), which has already been mined, Rock Creek, which is in its final stages of permitting, and Montanore. Disseminated sphalerite and galena occupy large volumes in arenaceous beds over stratigraphic intervals of tens of meters in the Middle Aldridge.

Veins Mesozoic veins.

Vein deposits in Aldridge rocks have been divided into Cu types, Pb-Zn-Ag types, and Au types (Höy, 1993). Many of these deposits are associated with Mesozoic intrusions and are not considered further here. Mesoproterozoic Pb-Zn-Ag veins: Some veins, notably those of the Coeur d'Alene district of Idaho, and the St. Eugene and the Vine deposits of the Purcell anticlinorium, have Pb isotopes similar to Sullivan and are probably of Mesoproterozoic age.

Exploration

An exploration program was conducted on the Penny Property from May 13 – June 13, 2024. The crew consisted of a crew chief, two field crew, and a geologist. A total of 45,500 meters of GPS surveyed grid was located over two separate grids. The grids were established to identify possible buried mineralization in areas of possible anomalous gold, copper, and other minerals. Lines range from 500 -1000 meters in length and are spaced 50 meters apart on all grids. The grid lines were located by compass and GPS. A total of nine hundred and twenty-four soil samples, twenty - four stream sediment, forty - three rock samples, and three petrographic samples were taken on the Property during the 2024 program.

Soil Sampling

In 2024 nine hundred and twenty-five (925) soil samples were taken from two grids named the West and Central grids. The Central grid is centered on the Penny Man H, I, and J Minfile showings, the West grid is centered on the area of the Penny Man A Minfile showing.

Figure 10: Illustrates zinc in soils on the West Grid. There appears to be numerous elevated zinc values with eight sample sites returning over 100 ppm Zinc.

Figure 11: Illustrates barium in soil on the West Grid. There are eleven soil stations with Barium over 300 ppm. Barium is an indicator of possible lead - zinc mineralization.

Figure 12: Illustrates Zinc in soils for the Central Grid. There is a general northwest - southeast trend of anomalous zinc values on this grid.

Figure 13: Illustrates barium in soils of the Central Grid. This element also generates a general northwest - southeast trend of anomalous Barium that coincide Zinc values.

Figure 14: Illustrates Copper in soils for the Central Grid. Copper appears to have a weak correlation with Barium and Zinc values on the Central Grid.

Stream Sediment Sampling

Twenty-four silt samples were taken from 1st and 2nd order creeks draining the Property. The focus of a stream sample collection program was to collect and analyze the finest grained material within active stream channels. The 2024 silt sample collection data indicates that many of the samples were of poor sample medium and had to be taken from dry creek beds. The dry creek beds may have affected the geochemical results, however, several sites returned anomalous values of copper and zinc.

Figure 15: Illustrates zinc in stream samples. Samples 4933 and 49322 returned values of 162 ppm and 116 ppm, respectively.

Figure 16: Illustrates copper in stream samples. Samples 4931 returned 54.1ppm. In the southern portion of the Property there are numerous samples with over 40 ppm copper.

Rock Sampling

A total of 43 rock samples were collected from various sites within the Property boundaries which contained visual indications of alteration. The rock samples consisted of grab and chip samples up to 200 cm in length (Figure 17). Samples with elevated values include sample number 801503 with 1,950 ppm Cu and 1,950 ppm Mn. Sample 801511 returned 1,920 ppm Cu. Sample 801504 returned 2,390 ppm Cu and 1,750 ppm Mn. Sample 801507 returned 1,410 ppm Cu. Sample 801508 returned 1,800 ppm Cu and 2,220 ppm Mn. Sample 801515 returned 1,550 ppm Ba. Sample 801534 returned 1,310 ppm Ba.

Note: ARC GIS uses the Right-Hand Rule notation for all structural measurements. This displays as XXX=/YY=. To wit: all strikes (XXX) are reported looking horizontally across the plane and the plane (YY) is always down and to the right of the reported strike. For clarity, any lines are reported as plunge (degrees down, MM) towards an azimuth (NNN). This displays as MM=→ NNN=.

At the Penny Man A showing, sediments are dominated by fine, immature arenitic sandstones (now quartzites) with siltstone/shale interbeds.

The rocks are ubiquitously moderately- to strongly chlorite altered, though this alteration seems to diminish with distance (10s m) from the main faulting area. It is superseded by two other alterations: A pale creamy yellow-pink-orange potassic and/or sericitic- alteration, always associated with silification and usually with mineralization, homogenizes textures in selected units. 2 - 5 cm halos of pale 'bleached' looking alteration (sericite-pyrite±quartz?) follow jointing at high angles (NE/SW) to both bedding and the dominant structures and appears to be the last alteration event. Brecciation, likely associated with faulting, was observed (and sampled in PM-24- 801502).

Strain accommodation at the A site is taken up in both faults and in the form of minor shear zones. Shear planes are recorded in anastomosing cleavages with a unified dominant plane.

Two faulting trends were observed: south-southeast and subvertical ( $\mu = 169^{\circ} / 86^{\circ}$ ; n=2), and southeast-northwest and vertical ( $\mu = 132^{\circ} / 88^{\circ}$ ; n=4). Kennedy mapped a fault trace to the northwest of the site, almost perfectly aligned with 2024 observations; therefore, the southeast-northwest/vertical fault trace is the dominant (or at least latest) fault structure.

Shear planes were oriented south-southwest and subvertical ( $\mu = 194^{\circ} / 80^{\circ}$ ; $n = 6$ ). In cleaved but not obviously sheared fine grained sediments, two dominant planes were noted, $192^{\circ} / 78^{\circ}$ and $162^{\circ} / 87^{\circ}$ . These are consistent with the production of the observed shear planes. Bedding planes were consistently northwest-striking and shallow-moderate $(32 - 53^{\circ}, n = 3)$ , dipping to the northeast.

Petrography

Three samples were collected from 2024 rock sample sites for petrographic work (Figure 17).

Sample 081514 is of strongly altered aphanitic meta-latite, relict patches of which are composed of plagioclase (locally replaced slightly to strongly by sericite) with minor quartz. Early pervasive replacement is by very fine-grained quartz with local rhombs of calcite-stained orange-brown by hematite/limonite. Later replacement in broad patches is by coarser grained quartz. A few veins are of quartz-(calcite-hematite); some of these were recrystallized slightly. Late veinlets include calcite-(hematite) and hematite-rich seams, with or without calcite.

Sample 801520 contains a patch of very fine grained latite dominated by plagioclase with lesser quartz. Much of the sample consists of latite that was replaced moderately by very fine-grained quartz. A few patches were replaced strongly by very fine-grained quartz with lesser plagioclase and minor muscovite.

Sample 801543 is of very strongly replaced latite that contains a few irregulars to lensy patches up to $1\mathrm{mm}$ long of extremely fine-grained plagioclase, some of which were replaced partly by extremely fine-grained quartz. Chlorite forms a few irregular to lensy patches up to $1.5\mathrm{mm}$ in size. Most of the sample is of very fine to fine grained replacement quartz and minor calcite, with local patches of medium grained quartz. One main diffuse band up to a few mm wide contains moderately abundant extremely fine-grained quartz intergrown with very fine to fine grained quartz; it was formed by recrystallization of coarser grained quartz during moderate shear deformation. Near this zone, a few tight drag folds are outlined by folded seams of muscovite/sericite; the axes of these are at a moderate angle to the main shear orientation.

Figure 10: Zinc in Soils - West Grid

Figure 11: Barium in Soils - West Grid

Figure 12: Zinc in Soils - Central Grid

Figure 13: Barium in Soils - Central Grid

Figure 14: Copper in Soils - Central Grid

Figure 15: Zinc in Silt Samples

Figure 16: Copper in Silt Samples

Figure 17: Summary Rock Sample Map

Drilling

The Company has not conducted any drilling on the Penny Property.

Sample Preparation, Analysis and Security

2024 Procedures

An exploration program was conducted on the Penny Property from May 13 – June 13, 2024. The crew consisted of a crew chief, two field crew, and a geologist. A total of 45,500 meters of GPS surveyed grid was located over three separate grids. The grids were established to identify possible buried mineralization in areas of possible anomalous gold, copper, and other minerals. Lines range from 500 -1000 meters in length and are spaced 50 meters apart on all grids. The grid lines were located by compass and GPS. A total of nine hundred and twenty-five soil samples, twenty - four stream sediment, forty - three rock samples, and three petrographic samples were taken during the Property during the 2024 program.

On the West Grid, 21 soil lines 800 to 1000 meters in length were surveyed on an east-west orientation and spaced 50 meters apart for a total of 19,000 meters of grid. 391 soil samples were taken along the grid lines every 50 meters from the “B” Horizon from a consistent depth of 30 to 35 cm with a shovel and spoon. The soil was placed in standard Kraft soil sample bags and labeled with the last five digits of their relative NAD 83 grid location, example: P - 24: 90500N, 76100E.

On the Central Grid, 32 soil lines were surveyed on an east-west orientation, 21 lines are 1000 meters in length, spaced 50 meters apart, and 11 lines are 500 meters in length, spaced 50 meters apart. 924 soil samples were collected from the “B” Horizon from a consistent depth of 30 to 35 cm with a shovel and spoon. The soil was placed in standard Kraft soil sample bags and labeled with the last five digits of their relative NAD 83 grid location, example: P - 24: 91900N, 79800E.

A total of 43 rock samples were collected from various sites within the Property boundaries which contained visual indications of alteration. The rock samples consisted of grab and chip samples up to 200 cm in length. Data such as UTM location and the characteristics of the sample site and material collected were noted using Qfield GIS program. The samples are marked in the field using a metal tag and orange and blue flagging with the sample ID e.g. 1801501, marked on the metal tag and the blue flag. Photographs were taken of each sample and a witness sample for each individual sample was retained and is available for viewing.

The sample material was placed in marked poly bags, zap strapped, placed in large rice bags, zap strapped, and couriered to Activation Laboratories located on Versatile Drive in Kamloops, BC.

Twenty-four silt samples were collected from 1st and 2nd order creeks draining the Property. The focus of a stream sample collection program was to collect and analyze the finest grained material within active stream channels. The finer fraction of sediment deposited following strong stream flow is found at the edges of the stream channel stranded on or along the banks, behind boulders or bushes, or on the inner flanks of bends. Most of the creeks sampled within the property boundary were dry but still contained such characteristics and were thus sampled.

Material was collected with a long-handled spoon and placed in marked Hubco Sentry sample bags. These bags were then tied shut and photographed in location. Data such as UTM location and the characteristics of the sample which include altitude, stream description, components, compaction, depth, colour, texture, type of drainage (seasonal-perennial), direction of drainage, flow rate, drainage width, and trap description were noted and are presented in excel format. All stations are marked in the field in blue and orange flagging with their respective UTM locations marked on the orange flag with permanent marker. Metal tags with the sample number and Project Identifier (P-24 4931) were also hung at each sample location. Two photographs were taken of each sample.

The Hubco silt sample bags were then placed in marked poly bags which were then placed in rice bags, zap strapped, and couriered to Activation Laboratories located on Versatile Drive in Kamloops, BC for 1A2-ICP 30g Fire Assay and 36 element UT-1M 0.5g-ICP analysis.

Three petrographic samples were taken as duplicates of rock samples taken on the Property during the 2024 program. Samples are identified as a series, example: P-24: P-01 to P-03 and duplicate the rock sample location number, example: P-24 P-02 = P-24 801520. These samples were sent to Vancouver Petrographic of Langley, BC for petrographic analysis.

Data Verification

On June 6, 2024, the Author visited the Penny Property and examined several locations and collected seven rock samples and two soil samples. See Figure 18 confirmation sample locations.

The Author is of the opinion that the historical data descriptions of sampling methods and details of location, number, type, nature, and spacing or density of samples collected, and the size of the area covered are all adequate for the current stage of exploration for the Property.

Seven rock samples and two soil samples were collected on the Penny Property during the Author's field visit. The seven rock samples were duplicates of samples taken during the 2024 program. The two soil samples were taken from locations on the 2024 soil grid. All samples were taken as grab and channel samples perpendicular to mineralization.

The Author took samples from different locations and the author delivered these to Activation Laboratories Ltd. in Kamloops, British Columbia. Activation Laboratories Ltd. in Kamloops is ISO/IEC 17025 Accredited by the Standards Council of Canada. All samples underwent assay package 1A2-Kamloops - Au Fire Assay, and 1E3 - Kamloops Aqua Regia ICP. (See Table 2 for select assays). Activation Laboratories Ltd is independent of the Optionor and the Author.

The Author collected approximately $1 - 2\mathrm{kg}$ of material for each sample. Samples bags were ticketed and closed in the field. These samples were in the Author's possession at all times until shipped to Activation Laboratories Ltd. in Kamloops, BC via Canada Post.

The Author observed evidence of the 2024 soil and rock sampling program (Figure 18 to Figure 21).

The Author randomly reviewed and compared 22 assays in electronic data provided by the company against the assay certificates provided by Actlabs from the 2024 exploration program. The Author did not detect any discrepancies.

The results of this limited check sampling exercise serve to confirm the values of copper, gold, and zinc reported by the Company's rock sampling program and suggest that there were no systematic biases in the sampling program. Both field and laboratory methods appear to have been adequate to obtain verifiable and generally reproducible results (Table 2).

Given the results of the check-sampling and a review of all geochemical data presented, the Author believes that industry best-practice standards were used by the Company in conducting the surface geochemical sampling program on the Property and is of the opinion that the data verification program completed on the data collected from the Property appropriately supports the database quality and the geologic interpretations derived therefrom.

Table 2

Select Author Check Assays

Authors Sample No.	Original Sample No.	Type of Sample	Au ppb	Cu ppm	Mn ppm	Ba ppm	Zr ppm	Au ppb	Cu ppm	Ba ppm	Mn ppm	Zn ppm
NAP24-01	801520	Rock	4	899	230	20	12	8	628	83	659	16
NAP24-02	801521	Rock	27	2310	126	32	13	39	1600	46	223	19
NAP24-03	801522	Rock	3	133	483	67	12	3	118	58	501	14
NAP24-04	801543	Rock	35	997	211	35	14	34	761	34	133	18
NAP24-05	91900N 80500	Soil	8	12	153	198	56	2	6.7	180	193	47
NAP24-06	801501	Rock	7	2000	968	71	49	5	1190	71	1610	38
NAP24-07	801503	Rock	9	3140	640	72	56	6	1950	88	1950	32
NAP24-08	801504	Rock	7	1950	1540	86	34	5	2390	302	1750	24
NAP24-09	90300N 76400	Soil	<2	11	196	128	39	121	10	146	40
			Author					Company

Figure 18: Author Samples

Figure 19: Property Terrane

Figure 20: Repeat of Company Soil Sample

Figure 21: Rock Sample Location

Figure 17: Summary Rock Sample Map

Mineral Processing and Metallurgical Testing

The Company has not performed any mineral processing or metallurgical testing within the Property.

Mineral Resource Estimates

The Company has not performed any resource estimates on the Property. There are no resource or reserve estimates on the Property.

Adjacent Properties

The Sullivan Mine, located in Kimberley, British Columbia, was a major producer of lead, zinc, and silver that operated from 1909-2001. For nearly 100 years, the Sullivan Mine was critical to the social and economic fabric of the community. At the time of closure, the Sullivan Mine was the largest single contributor to Kimberley's tax base and the city's largest employer.

Over its lifetime, from 1909-2001, the Sullivan Mine produced 26 million tonnes of lead, zinc, and silver concentrates. By the time the Sullivan Mine closed in 2001, it had become one of the largest underground mines in Canada with almost 500 kilometers of tunnels.

The Sullivan Mine is located at the western edge of the Rocky Mountain Trench and on the eastern flank of the Purcell Mountains. The orebody is a conformable iron-lead-zinc sulphide lens enclosed by clastic metasedimentary rocks of the Middle Proterozoic (Helikian) Aldridge Formation, the basal formation of the Purcell Supergroup (further subdivided into the Lower Purcell Group). Regional metamorphism is upper greenschist facies. The orebody occurs near the top of the Lower Aldridge Formation and has the shape of an inverted and tilted saucer. The maximum north-south dimension is about 2000 meters and the east-west dimension is about 1600 meters. It has flat to gentle east dips in the west, moderate east to northeast dips in the centre, and gentle east to northeast dips in the east. The footwall rocks are composed of intraformational conglomerate and massive lithic wacke overlain by quartz wacke and pyrrhotite-laminated mudstone. The ore zone is overlain by several upward-fining sequences of quartz wacke and mudstone. The orebody attains a maximum thickness of 100 meters approximately 100 meters northwest of its geographic centre and thins outward in all directions (averages 21 meters in thickness). To the east, it thins gradually to a sequence of pyrrhotite-laminated mudstone 3 to 5 meters thick that persists laterally for some distance. To the north, the orebody thins less gradually and is truncated by the Kimberley fault. To the west, the orebody thins abruptly and is cut by dyke-like apophyses of the footwall gabbro. The gabbro (of the Middle Proterozoic Moyie Intrusions) lies beneath the orebody and is typically concordant about 500 meters below its eastern edge. To the west, the gabbro rapidly transgresses upward to meet the footwall of the orebody near its western margin but, continuing westward it transgresses downward to resume its sill-like form at approximately its original stratigraphic position. To the south, within the limit of economic mineralization, thickness changes are generally irregular and abrupt.

The Sullivan orebody lies on the folded and faulted eastern limb of a broad north trending anticline. The structure plunges gently to the north and is locally asymmetric and overturned to the east. Detailed structural mapping has revealed three phases of folding: Phase 1 is characterized by isoclinal folds with axial planes parallel to bedding planes and north trending fold axes. Phase 2 is characterized by relatively open folds with gentle north or south plunges and with moderately west dipping axial planes. Both Phase 1 and 2 folds indicate easterly vergence. Phase 3 folds are associated with east dipping thrusts; axial planes have steep dips and folds have variable plunges to northwest and southeast.

Other Relevant Data and Information

There is no additional data or information that the Author is aware of that would change his findings, interpretation, conclusions and recommendations for the potential of the Penny Property.

Interpretation and Conclusions

The early-stage Property is contained within Mesoproterozoic siliciclastic rocks belonging to the Purcell Supergroup, specifically the Kitchener and Creston formations. They are intruded by Late Cretaceous epizonal dikes, sills, and stocks, most notably the Estella Stock. These quartz monzonite-granite-quartz syenite intrusions are compositionally variable; their megacrystic texture defined by potassic feldspar- and albite phenocrysts in a fine (often pyritic) groundmass denotes magmatic mixing (Höy, 1993).

The Belt-Purcell Basin contains a variety of base metal mineral deposits and occurrences. Höy et al. (2000) have classified Mesoproterozoic deposits occurring in the Purcell anticlinorium into four main types, which, with the addition of Besshi type deposits of Idaho and Redbed Copper type deposits of Montana, make up the variety of Proterozoic mineral deposit types that occur in Belt Purcell rocks.

The anticline is faulted into trap position at the base of the upper Aldridge by the east notch lateral fault. The upper Aldridge will act as a hydrodynamic barrier entrapping much of the mineralization in the vicinity of the contact with middle Aldridge some 400m down.

The Kiakho Lake fault may have acted as the main aquifer of auriferous hydrothermal solutions from the Kiakho Lake. The Palmer Bar fault, Kiakho Lake fault, and the lateral faults may all have mineralization along them particularly where they intersect E-W fractures.

There appears to be multi-element anomalies (bariums and zinc) on the Property that are possibly associated with faults. These faults may be the transportation mechanism for these anomalies.

Duplication of the Kennedy results was achieved in samples 801501 – 801505. Sample 801506 was inconclusive. Sample 801507, taken at a Kennedy sample site at the Penny Man A showing returned values of 80 ppb gold and 1410 ppm copper.

At the Penny Man G showing, the Kennedy's results were successfully replicated at the previously reported copper showing. A previously unknown, newly discovered extension of the reported mineralization, ~50m to the SE and down a steep draw, yielded values of 728 ppm (801509). If possible, this should be followed up on, perhaps with a (manual) trenching program across the fine-grained rocks, both at the original site and on the steep draw.

At Penny Man H, elevated copper levels were returned from five of the rock samples submitted for analysis in 2024. Two samples, 501811 and 501821, graded better than 0.1% Cu. Both of these samples also hosted minor gold values of 41 and 39 ppb, respectively.

Recommendations

The suggested work program includes a compilation of all historical geological, geophysical, and geochemical data available for the Penny Property and the rendering of this data into a proper digital database in GIS format for further interpretation. Additional elements of the proposed work program are:

1) Engage the services of a Geochemist to review the recently collected geochemical data. This will aid in the selection of different possible sample medium or geochemical technique that could be used for further exploration of the Property.

2) Undertake a Mobile MagneTotellurics (MMT) Airborne Geophysical survey over the entire Property.

3) Trace the known mineralized horizons with select detailed geochemical sampling and hand-trenching.

Table 3
Estimated Budget of the Recommended First-phase Exploration Program

Item	Unit	Rate	Number of Units	Total ($)
Creation of GIS Database	Lump Sum	$7,500	1	$ 7,500
Geochemist Analysis	Lump Sum	$15,000	1	$ 15,000
Mobile MagneTotellurics Survey	Lump Sum	$125,000	1	$ 125,000
Field Crew of Four	days	$2,500	12	$ 30,000
Geologist	days	$1,000	12	$ 12,000
Accommodation and Meals	days	$250	60	$ 15,000
Vehicle 1 truck	days	$175	12	$ 2,100
Soils sample Using Geochemist method	Sample	$55	400	$ 22,000
Supplies and Rentals	Lump Sum	$2,500	1	$ 2,500
Reports	Lump Sum	$10,000	1	$ 10,000
Contiagnacy 10%				$ 24,110
TOTAL (CANADIAN DOLLARS)				$ 265,210

USE OF AVAILABLE FUNDS

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

The Company has historically generated negative cash flows and there is no assurance that the Company will not experience negative cash flow from operations in the future. For the period commencing April 11, 2024 and ended January 31, 2025, the Company sustained a net and comprehensive loss of $89,352. All funds available to the Company will be used to fund future and anticipated negative cash flow from its operating activities.

Funds Available and Principal Purposes

The Company had working capital of $301,962 as of January 31, 2025, its most recent month end, excluding funds received in connection with the Special Warrant Private Placement as of such date. The net proceeds of the Company under the Special Warrant Private Placement were $336,035. The Company’s total available funds are therefore approximately $637,997, which will be used for the purposes described below:

Use of Available Funds	($)
Complete recommended Phase 1 exploration program on the Property^{(1)}	265,210
Initial listing expenses^{(2)}	40,000
Payments under Property Agreement due within twelve months of the Listing Date	25,000
General and administrative costs for next 12 months^{(3)}	190,000
Unallocated working capital	117,787
TOTAL:	637,997

Notes:
(1) See “The Penny Property – Recommendations.” The Phase 1 program expected cost is $265,210.
(2) Including legal, audit, securities commissions, and Exchange fees.
(3) See the table below for a description of the estimated administrative costs of the Company for the next 12-month period.

Upon Listing Date, the Company estimates that its working capital will be sufficient to meet its administrative costs and exploration expenditures for the 12-month period following the Listing Date, which exploration expenditures are expected to be sufficient to cover the cost of the Phase 1 program at the Property.

Administrative costs for the 12-month period following the Listing Date are comprised of the following:

General and Administrative Costs for 12-Month Period Following the Listing Date	($)
Transfer Agent and Regulatory Fees	10,000
Listing, Filing and Legal Fees	30,000
Accounting and Auditing	10,000
Office and Miscellaneous	10,000
Management Compensation	120,000^{(1)}
News Release, Investor Relations and Associated Costs	10,000
TOTAL:	190,000

Note:
(1) The Company will pay Mr. Walters a monthly fee of $10,000 in connection with his duties as CEO of the Company after the Listing Date. See “Executive Compensation – Compensation Discussion and Analysis.”

The use to which the $117,787 of unallocated working capital will be put has not yet been determined by the Company, as the nature of the Company’s future expenditures is contingent on the results of the Phase 1 exploration program.

If the Company determines to retain the Option after the Listing Date, the Company will be obligated to (i) make further cash payments to the Optioner of $25,000 within 10 calendar days of the Listing Date and $25,000 on or before the date that is twelve (12) months following the Listing Date. The cost of a Phase 2 exploration program is currently unknown. However, the Company’s unallocated working capital will likely not be sufficient to a Phase 2 exploration program, so if the Company determines to retain the Option after the Listing Date and continue exploration on the

Property after completion of the Phase 1 exploration program, the Company will require additional financing. See "The Penny Property - Property Description, Location, and Access".

Business Objectives and Milestones

The Company’s current business objective and sole current milestone is to complete the Phase 1 exploration program on the Property, as described herein. Based upon the recommendations of the Author in the Technical Report, the Company intends to carry out the Phase 1 exploration program in April 2025, and the Company expects to complete the field work in May or June 2025, weather permitting. The proposed budget of $265,210 for Phase 1 in the Technical Report is based on a 6-week work program, but the exact timeline is subject to change. If the results of the Phase 1 exploration program are positive, the Company will look towards carrying out a Phase 2 exploration program.

The Company’s unallocated working capital will likely not be sufficient to fund a Phase 2 exploration program on the Property. Therefore, in the event the results of the Phase 1 exploration program warrant conducting further exploration on the Property, the Company will require additional financing to complete a Phase 2 exploration program. The availability of such financing cannot be guaranteed.

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

Due to the nature of the business of mineral exploration, budgets are regularly reviewed with respect to both the success of the exploration program and other opportunities which may become available to the Company. Accordingly, if the results of the Phase 1 exploration program are not supportive of proceeding with Phase 2, or if continuing with the Phase 1 exploration program becomes inadvisable for any reason, the Company may abandon in whole or in part its interest in the Property or may, as work progresses, alter the recommended work program, or may make arrangements for the performance of all or any portion of such work by other persons or companies and may use any funds so diverted for the purpose of conducting work or examining other properties acquired by the Company, although the Company has no present plans in this respect. Subscribers to the Special Warrant Private Placement must rely on the experience, good faith, and expertise of management of the Company with respect to future acquisitions and activities.

DIVIDENDS OR DISTRIBUTIONS

Dividends

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

MANAGEMENT’S DISCUSSION AND ANALYSIS

The Company’s Management’s Discussion and Analysis provides an analysis of the Company’s financial results for the period commencing April 11, 2024 and ended January 31, 2025 and should be read in conjunction with the financial statements of the Company for such periods and the notes thereto. The Company’s Management’s Discussion and Analysis for the period commencing April 11, 2024 and ended January 31, 2025 is attached to this Prospectus as Schedule “C”.

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

Disclosure of Outstanding Security Data

Common Shares

As at the date of this Prospectus, the Company has 16,075,000 Common Shares issued and outstanding, and the Company will have 19,435,350 Common Shares issued and outstanding following the exercise or deemed exercise of all the Special Warrants.

Stock Options

The Company has not granted any stock options as at the date of this Prospectus.

Warrants

As at the date of this Prospectus, the Company has no Warrants issued and outstanding. The Company will have 3,360,350 SW Warrants issued and outstanding following the exercise or deemed exercise of all the Special Warrants.

Special Warrants

As at the date of this Prospectus, the Company in aggregate had 3,360,350 Special Warrants outstanding, issued under Special Warrant Private Placement. Each Special Warrant entitles the holder to acquire, without further payment, one SW Share and one SW Warrant, with each SW Warrant exercisable into one Common Share for a period of two years from the Listing Date at an exercise price of $0.20. Each Special Warrant will automatically convert at 5:00 p.m. (Vancouver time) on the date that is the earlier of: (a) the third business day after the Receipt; and (b) the date that is one year from the Closing Date. Following the exercise or deemed exercise of all the Special Warrants, the Company will have no Special Warrants outstanding.

Additional Disclosure for Junior Issuers

The Company anticipates that its estimated available funds of $637,997 will fund operations for the next 12-month period. Management estimates that the Company will require $265,210 to pay for the Phase 1 exploration program expenditures on the Property, $40,000 for initial listing expenses, $25,000 to pay the cash payments under the Property Agreement due within twelve months of the Listing Date, and $190,000 for general and administrative expenses. Other than the costs stated above, the Company does not anticipate incurring any other material capital expenditures during the next 12-month period.

DESCRIPTION OF SECURITIES DISTRIBUTED

Common Shares

The Company's authorized capital consists of an unlimited number of Common Shares, of which 16,075,000 are issued and outstanding as at the date of this Prospectus as fully paid and non-assessable. Following the exercise or deemed exercise of all the Special Warrants, there will be 19,435,350 Common Shares issued and outstanding. Holders of the Common Shares are entitled to vote at all meetings of the holders of the Common Shares and, subject to the rights of holders of any shares ranking in priority to or on a parity with the Common Shares, to participate rateably in any distribution of the Company's property or assets upon liquidation or wind-up.

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

Special Warrants

The Company closed the Special Warrant Private Placement on January 22, 2025 issuing 3,360,350 Special Warrants. Each Special Warrant entitles the holder to acquire, without further payment, one (1) SW Share and one (1) SW Warrant, each SW Warrant exercisable into one (1) Common Share at an exercise price of $0.20 for two (2) years

from the Listing Date. Each Special Warrant will automatically convert at 5:00 p.m. (Vancouver time) on the date that is the earlier of: (a) the third business day after the Receipt; and (b) the date that is one year from the Closing Date.

The Company has provided to each Special Warrant holder a contractual right of rescission of the prospectus exempt transaction under which the Special Warrant was initially acquired. The contractual right of rescission provides that if a Special Warrant holder who acquires another of the Company's securities on exercise of the Special Warrant as provided for in this Prospectus is, or becomes, entitled under the securities legislation of a jurisdiction to the remedy of rescission because of the Prospectus or an amendment to the Prospectus containing a misrepresentation, then:

the holder is entitled to rescission of both the holder's exercise of its Special Warrant and the private placement transaction under which the Special Warrant was initially acquired;
the holder is entitled in connection with the rescission to a full refund of all consideration paid to the Company on the acquisition of the Special Warrant; and
if the holder is a permitted assignee of the interest of the original Special Warrant subscriber, the holder is entitled to exercise the rights of rescission and refund as if the holder were the original subscriber.

Upon conversion of the Special Warrants into SW Shares, holders of such Common Shares shall be entitled to vote at all meetings of the holders of Common Shares and, subject to the rights of holders of any shares ranking in priority to or on a parity with the Common Shares, to participate rateably in any distribution of the Company's property or assets upon liquidation or winding-up.

CONSOLIDATED CAPITALIZATION

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

Description	Authorized	Outstanding as at January 31, 2025	Outstanding as at the date of this Prospectus^{(1)(2)}	Outstanding following the exercise of all the Special Warrants^{(2)(3)}
Common Shares	Unlimited	16,075,000	16,075,000	19,435,350
Warrants	Unlimited	nil	nil	nil
Special Warrants	Unlimited	3,360,350	3,360,350	nil
SW Warrants	Unlimited	nil	nil	3,360,350

Notes:
(1) See "Prior Sales".
(2) On an undiluted basis.
(3) The Company is required to issue to the Optionor 200,000 Common Shares within 10 calendar days of the Listing Date.

Fully Diluted Share Capitalization

Common Shares	Amount of Securities	Percentage of Total
Issued and outstanding as at the date of this Prospectus	16,075,000	70.52%
Common Shares reserved for issuance upon the exercise of the Special Warrants	3,360,350	14.74%
Common Shares reserved for issuance upon exercise of the Warrants	nil	nil
Common Shares reserved for issuance upon exercise of the SW Warrants	3,360,350	14.74%
Common Shares reserved for issuance upon exercise of options	nil	nil
Total Fully Diluted Share Capitalization after the Listing Date	22,795,700	100%

OPTIONS TO PURCHASE SECURITIES

Outstanding Options

The Company has not granted any stock options as at the date of this Prospectus.

Stock Option Plan

The Company does not have a stock option plan.

PRIOR SALES

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

Date of Issue	Price per Security(1)	Number of Securities
April 11, 2024	$0.01	1 Common Share (repurchased by Company)
April 26, 2024	$0.005	1,500,000 Common Shares
May 16, 2024	$0.02	9,075,000 flow-through Common Shares
June 25, 2024	$0.07	5,500,000 Common Shares
January 22, 2025	$0.10	3,360,350 Special Warrants

Notes:
(1) All prior sales have been for cash.

ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTION ON TRANSFER

Pursuant to the Escrow Agreement, the securities subject to contractual restriction and escrow are as shown in the following tables:

Designation of class	Number of securities held in escrow or that are subject to a contractual restriction on transfer	Percentage of class
Common Shares	1,550,000^{(1)}	8.0%^{(2)}
Special Warrants	n/a	n/a

Notes:
(1) These Common Shares are held under the Escrow Agreement in accordance with NP 46-201. The Escrow Agent under the Escrow Agreement is Odyssey Trust Company.
(2) Based on 19,435,350 Common Shares issued and outstanding following the exercise of all the Special Warrants on an undiluted basis.

Escrowed shareholder	Number of securities held in escrow or that are subject to a contractual restriction on transfer		Percentage of class
	Common Shares	Special Warrants	Common Shares^{(4)}	Special Warrants
Scott Walters^{(1)}	600,000^{(3)}	n/a	3.1%	n/a
Ranbir Kalan^{(2)}	750,000^{(3)}	n/a	3.9%	n/a
Sean Hillacre	100,000^{(3)}	n/a	0.5%	n/a
Jeremy Fong	100,000^{(3)}	n/a	0.5%	n/a

Notes:
(1) These securities are held by Blaise Ventures Inc., a company of which Scott Walters owns 100% of the issued and outstanding shares.
(2) These securities are held by RSK Holdings Ltd., a company of which Ranbir Kalan owns 100% of the issued and outstanding shares.
(3) These securities are held under the Escrow Agreement in accordance with NP 46-201. The Escrow Agent under the Escrow Agreement is Odyssey Trust Company.
(4) Based on 19,435,350 Common Shares issued and outstanding following the exercise of all the Special Warrants on an undiluted basis.

Escrow Agreement

NP 46-201 provides that all shares of an issuer owned or controlled by its Principals will be escrowed at the time of the issuer's initial public offering.

At the time of its initial public offering, an issuer will be classified for the purposes of escrow as either an "exempt issuer", an "established issuer" or an "emerging issuer" as those terms are defined in NP 46-201.

Uniform terms of automatic timed release escrow apply to Principals of exchange listed issuers, differing only according to the classification of the issuer. As the Company anticipates that its Common Shares will be listed on the Exchange, it will be classified as an "emerging issuer". As such, the following automatic timed releases will apply to the securities held by its Principals:

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

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

The automatic timed release provisions under NP 46-201 pertaining to "established issuers" provide that 25% of each Principal's and shareholder's escrowed securities are released on the Listing Date, with an additional 25% being released in equal tranches at six month intervals over eighteen months. If, within eighteen months of the Listing Date, the Company meets the "established issuer" criteria as set out in NP 46-201, the escrowed securities will be eligible for accelerated release available for established issuers. In such a scenario, that number of escrowed securities that would have been eligible for release from escrow if the Company had been an "established issuer" on the Listing Date will be immediately released from escrow. The remaining escrowed securities would be released in accordance with the timed release provisions for established issuers, with all escrowed securities being released eighteen months from the Listing Date.

Pursuant to the terms of the Escrow Agreement, 1,550,000 Common Shares will be held in escrow on the Listing Date.

PRINCIPAL SECURITYHOLDERS

To the knowledge of the directors and officers of the Company, as of the date of this Prospectus, (i) no person beneficially owns or exercises control or direction over Common Shares carrying more than 10% of the votes attached to the currently outstanding Common Shares and (ii) assuming the exercise of the Special Warrants, no person beneficially will own or exercise control or direction over Common Shares carrying more than 10% of the votes attached to then outstanding Common Shares.

DIRECTORS AND EXECUTIVE OFFICERS

Name, Occupation and Security Holdings

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

Name and Municipality of Residence and Position with the Company	Director /Officer Since	Principal Occupation	Number and Percentage of Common Shares Beneficially Owned or Controlled, Directly or Indirectly
			As at the Date of this Prospectus(1)	Following the exercise of the Special Warrants(2)
Scott Walters(5) Toronto, ON
Chief Executive Officer and Director	December 18, 2024	Principal of Blaise Ventures Inc. (2019 to Present); CEO of Big Gold Inc. (2020 to Present); Founder of Big Concentrates Co. (2019 to Present); VP & Director of Supreme Cannabis (2017 to 2019 (acquired)); Founder & CEO of Molecular Science Corp. (2017 to 2019 (acquired)); Founder & CEO of Canabo Clinics (2014 to 2015 (acquired)).	600,000(3)
(3.7%)	600,000(3)
(3.1%)

Name and Municipality of Residence and Position with the Company	Director /Officer Since	Principal Occupation	Number and Percentage of Common Shares Beneficially Owned or Controlled, Directly or Indirectly
			As at the Date of this Prospectus^{(1)}	Following the exercise of the Special Warrants^{(2)}
Jeremy Fong Vancouver, BC
Chief Financial Officer and Corporate Secretary	December 18, 2024	Partner of Fong Advisory Services (June 2024 to Present); CFO of 1933 Industries Inc. (February 2025 to Present); Senior Manager of Invictus Accounting Group LLP (September 2021 to June 2024); Internal Auditor of Tyson Foods (June 2020 to September 2021); Senior Associate of The Seigfried Group (May 2019 to May 2020); Senior Accountant of BDO LLP (January 2015 to May 2019).	100,000 (0.6%)	100,000 (0.5%)
Sean Hillacre^{(5)(6)}
Saskatoon, SK
Director	December 18, 2024	President & VP Exploration of Standard Uranium Ltd. (June 2020 to Present); Technical Advisor of Greenridge Exploration Ltd. (March 2024 to Present); Exploration Geologist of NexGen Energy Ltd. (January 2015 to May 2020).	100,000 (0.6%)	100,000 (0.5%)
Ranbir Kalan^{(5)(6)}
Langley, BC
Director	April 11, 2024	Founder of First Focus Capital Inc. (August 2020 to Present); Marketing & Corporate Communications Consultant for various companies (April 2018 to Present); Out of Province Senior Litigation Adjustor at the Insurance Corporation of British Columbia (September 2016 to April 2018).	750,000^{(4)} (4.7%)	750,000^{(4)} (3.9%)

Notes:
(1) Percentage is based on 16,075,000 Common Shares issued and outstanding before the exercise of all the Special Warrants.
(2) Percentage is based on 19,435,350 Common Shares issued and outstanding following the exercise of all the Special Warrants.
(3) These securities are held by Blaise Ventures Inc., a company of which Scott Walters owns 100% of the issued and outstanding shares.
(4) These securities are held by RSK Holdings Inc., a company of which Ranbir Kalan owns 100% of the issued and outstanding shares.
(5) Denotes a member of the Audit Committee of the Company.
(6) Denotes an independent director.

The term of office of the directors expires annually at the time of the Company’s annual general meeting. The term of office of the executive officers expires at the discretion of the Company’s directors.

As at the date of this Prospectus, the directors and executive officers of the Company as a group beneficially own, directly or indirectly, or exercised control or discretion over an aggregate of 1,550,000 Common Shares, which is equal to 9.6% of the Common Shares issued and outstanding as at the date hereof.

Following the exercise of all the Special Warrants, the directors and executive officers of the Company as a group will beneficially own, directly or indirectly, or exercised control or discretion over an aggregate of 1,550,000 Common Shares of the Company, which is equal to 8.0% of the Common Shares issued and outstanding following the exercise of all the Special Warrants.

Background

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

Scott Walters – Chief Executive Officer and Director, 52 years old

Mr. Walters is a Canadian entrepreneur and executive with extensive experience in resource development, healthcare, and investment banking. He is the Co-Founder and CEO of Big Gold Inc., a junior exploration company with properties in Northern Ontario. He is also the Co-Founder and CEO of BIG Concentrates Co., a leading Canadian cannabis brand, and Co-Founder and Principal of Blaise Ventures, where he supports high-growth start-ups. Previously, he was CEO of Molecular Science Corp, securing a Health Canada license and major contracts before its acquisition. As VP & Board Director at Supreme Cannabis, he played a key role in scaling operations, raising capital, and leading to its acquisition. Prior to that, he co-founded Canabo Medical Clinics, expanding it into Canada's largest referral-only pain clinic network, before the company was acquired. His financial career includes leadership roles in resource investment banking as Managing Director at Stifel Financial, founding Max Capital Markets and raising over $700mm for resource and technology companies, and co-founding DeltaOne Capital Partners, an energy focused hedge fund sold to Industrial Alliance in 2002. Scott also has a long history in gold exploration and resource development, starting field exploration work at 17.

As the Chief Executive Officer of the Company, Mr. Walters is responsible for the day-to-day operations, outside contractors and service providers, acquisitions and project development, and of the financial operations of the Company in conjunction with the Chief Financial Officer and with outside accounting, tax and auditor support. Mr. Starr expects to devote approximately 65% of his time to the Company's activities, but will at all times devote sufficient time to the Company's activities as is reasonably necessary to discharge his responsibilities as CEO. Mr. Walters is not an employee of the Company but is an independent consultant of the Company. Mr. Walters has entered into a non-disclosure agreement with the Company but has not entered into a non-competition agreement with the Company.

Jeremy Fong – Chief Financial Officer and Corporate Secretary, 33 years old

Mr. Fong is a Chartered Professional Accountant and the Partner of Fong Advisory Services with extensive experience in advisory services, managing complex client portfolios, and leading teams to ensure accurate financial reporting and compliance. Mr. Fong has demonstrated expertise in navigating intricate accounting and audit matters, including changes in accounting policies, impairments, and acquisitions, with a strong background in operational efficiency and compliance audits and providing financial assistance to Fortune 1000 companies. Prior to this role, Mr. Fong has a proven track record in his previous roles in developing mentorship programs and ensuring timely completion of financial statements for publicly listed companies.

As the Chief Financial Officer and Corporate Secretary of the Company, Mr. Fong is responsible for coordination of the financial operations and corporate secretarial matters of the Company in conjunction with the Chief Executive Officer and with outside accounting, tax and auditing firms. Mr. Fong expects to devote approximately 40% of his time to the Company's activities, but will at all times devote sufficient time to the Company's activities as is reasonably necessary to discharge his responsibilities as a CFO and Corporate Secretary. Mr. Fong is not an employee of the Company but is an independent consultant of the Company. Mr. Fong has not entered into a non-competition or non-disclosure agreement with the Company.

Sean Hillacre – Director, 34 years old

Mr. Hillacre has over a decade of experience working as an economic geologist in the Athabasca Basin uranium district of Saskatchewan, with six (6) years as part of the technical team progressing the world-class Arrow uranium deposit from discovery to production with NexGen Energy. A high-energy, results oriented professional geoscientist, Mr. Hillacre brings a unique and balanced background integrating academic geoscience with industry experience,

along with a comprehensive understanding of project development. Mr. Hillacre received his B.Sc. & M.Sc. degrees in Geology from the University of Saskatchewan and published the first comprehensive academic study on a uranium deposit in the SW Athabasca Basin in Economic Geology. As President and VP Exploration of Standard Uranium Ltd., he built and leads a high-caliber exploration team of geologists focused on acquisition, exploration, and development of uranium assets in the Athabasca Basin in Saskatchewan, in addition to raising capital and structuring M&A deals. Mr. Hillacre also holds the position of Technical Advisor with Greenridge Exploration Ltd. where he provides his expertise on mineral project acquisitions, exploration programs, and other technical and logistical tasks.

Mr. Hillacre expects to devote approximately 35% of his time to the Company’s activities, but will at all times devote sufficient time to the Company’s activities as is reasonably necessary to discharge his responsibilities as a director. Mr. Hillacre is not an employee of the Company but is an independent consultant of the Company. Mr. Hillacre has entered into a non-disclosure agreement with the Company but has not entered into a non-competition agreement with the Company.

Ranbir Kalan – Director, 32 years old

Mr. Kalan has over ten years of experience in the capital markets, specializing in corporate development, marketing, and communications. He has collaborated with numerous public companies to craft and execute strategic market initiatives, with a proven track record across industries including mining, healthcare, green energy, artificial intelligence, cryptocurrency, and technology. His expertise has played a key role in driving effective and efficient market penetration for these organizations. Mr. Kalan holds a Bachelor’s degree in Aerospace Engineering, with a minor in Economics, from Toronto Metropolitan University.

Mr. Kalan expects to devote approximately 50% of his time to the Company’s activities, but will at all times devote sufficient time to the Company’s activities as is reasonably necessary to discharge his responsibilities as a director. Mr. Kalan is not an employee of the Company but is an independent consultant of the Company. Mr. Kalan has not entered into a non-competition or non-disclosure agreement with the Company.

Corporate Cease Trade Orders or Bankruptcies

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

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

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

Penalties or Sanctions

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

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

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

Bankruptcies

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

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

(ii) has, within the ten years before the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or shareholder.

Conflicts of Interest

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

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

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

EXECUTIVE COMPENSATION

The Company was not a reporting issuer at any time during the fiscal period commencing April 11, 2024 and ended January 31, 2025, the Company's most recently completed financial year. Accordingly, and in accordance with Form 51-102F6V Statement of Executive Compensation – Venture Issuers, the following is a discussion of all significant elements of compensation to be awarded to, earned by, paid to or payable to Named Executive Officers of the Company, once the Company becomes a reporting issuer, to the extent this compensation has been determined.

For the purposes hereof, the term Named Executive Officer, or NEO, means each Chief Executive Officer, each Chief Financial Officer and the Company's most highly compensated executive officer, other than the Chief Executive Officer and the Chief Financial Officer, who was serving as an executive officer as at the end of the Corporation's

most recently completed financial year and whose total compensation exceeds $150,000 and any additional individuals for whom disclosure would have been provided except that the individual was not serving as an officer of the Company at the end of the Company’s most recently completed financial year. For the period ended January 31, 2025, the Company’s NEOs were Scott Walters and Jeremy Fong.

Compensation Discussion and Analysis

At its present stage of development, the Company does not have any formal objectives, criteria and analysis for determining the compensation of its Named Executive Officers and primarily relies on the discussions and determinations of the board of directors.

Pursuant to an agreement between the Company and Mr. Walters dated December 18, 2024 (the “Walters Agreement”), the Company will pay Mr. Walters a monthly fee of $10,000 per month (the “Base Fee”) in connection with his duties as CEO of the Company after the Listing Date. Under the Walters Agreement, Mr. Walters is eligible for increases to the Base Fee if certain Company milestones are met as they relate to financings and property acquisitions. The Base Fee will be increased by $2,500, up to an additional $5,000 (in the aggregate) per month, should the Company either: (i) complete a secondary financing after the Listing Date for gross proceeds of at least $2,000,000; or (ii) complete the acquisition of, or enter into a joint venture for, a mineral property that is solely referred or introduced to the Company by Mr. Walters (the “Additional Property”), with such Additional Property being in addition to the Property and any other mineral property not introduced to the Company by Mr. Walters.

With a view to minimizing its cash expenditures not directed at the exploration of the Property, the Company does not intend to pay a material amount of compensation to management for the next 12 months with the exception of the agreement with Mr. Walters. However, this policy will be re-evaluated periodically. The Company expects to grant incentive stock options to the Named Executive Officers and its non-executive directors, under a stock option plan to be adopted subsequent to listing on the Exchange in the amounts and on terms to be determined by the Board at that time.

Option Based Awards

The Company does not have a stock option plan and has not granted any stock options to its NEOs.

Defined Benefit Plans

The Company does not have any defined benefit or actuarial plan.

Termination and Change of Control Benefits

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

Director Compensation

The Company does not have any arrangements, standard or otherwise, pursuant to which directors are compensated by the Company for their services in their capacity as directors, or for committee participation, involvement in special assignments or for services as consultants or experts. As with the Named Executive Officers, the Board intends to compensate directors primarily through the grant of stock options, under a stock option plan to be adopted subsequent to listing on the Exchange, and reimbursement of expenses incurred by such persons acting as directors of the Company.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

Aggregate Indebtedness

Other than routine indebtedness, as that term is defined in paragraph 10.3(c) of Form 51-102F5 Information Circular ("Form 51-102F5"), no directors, executive officers and employees and no former directors, executive officers and employees of the Company are or were indebted to the Company in connection with a purchase of securities and all other indebtedness as at the date of this Prospectus.

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

Other than routine indebtedness, as that term is defined in paragraph 10.3(c) of Form 51-102F5, no directors or executive officers of the Company, and associates of such directors or executive officers are or were indebted to the Company as at the date of this Prospectus.

AUDIT COMMITTEE AND CORPORATE GOVERNANCE

Audit Committee

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

Audit Committee Charter

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

Composition of Audit Committee

The members of the Company's Audit Committee are:

Ranbir Kalan (Chair)	Independent(1)	Financially Literate(2)
Scott Walters	Not Independent(1)	Financially Literate(2)
Sean Hillacre	Independent(1)	Financially Literate(2)

Notes:

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

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

Relevant Education and Experience

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

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

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

Ranbir Kalan: Mr. Kalan brings over 10 years of business experience in the capital markets, specializing in the start-up, development, operation, and financing of early-stage companies. He has particular focus in the mineral exploration and development sector. Through this work, he has been involved with project management, budgeting, preparation and review of financial statements and financial strategy.

Scott Walters: Mr. Walters brings over 20 years of business experience in the capital markets. He has particular focus in the mineral exploration and development, science and technology and cannabis sectors. Over such time, Mr. Walters has served in a variety of capacities, including Chief Executive Officer, Chief Financial Officer, President, Director, Executive Director and Vice President of Corporate Development, as well as Managing Director at Stifel Financial Corp. and Principal at BMO Nesbitt Burns. Through this work, he has been involved with project management and planning, budgeting, preparation and review of financial statements and financial strategy.

Sean Hillacre: Mr. Hillacre has experience as a President and Vice President of Exploration, and has held various geological and advisory positions of publicly listed issuers with a specific focus in the resource sector. Mr. Hillacre has been involved in a variety of matters requiring financial literacy including creating, interpreting and finalizing budgets and expenditures for work programs whilst also reviewing financial statements for resource issuers in these roles.

See “Directors and Executive Officers” for further details of each audit committee member’s relevant education and experience.

Audit Committee Oversight

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

Reliance on Certain Exemptions

At no time since the commencement of the Company’s most recently completed financial year has the Company relied on the exemption in Section 2.4, 6.1.1(4), (5), or (6) of NI 52-110, or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110.

Pre-Approval Policies and Procedures

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

External Auditor Service Fees

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

Financial Year End	Audit Fees	Audit Related Fees^{(1)}	Tax Fees^{(2)}	All other Fees^{(3)}
January 31, 2025^{(4)}	$15,000	$Nil	$Nil	$Nil

Notes:
(1) Fees charged for assurance and related services that are reasonably related to the performance of an audit, and not included under Audit Fees.
(2) Fees charged for tax compliance, tax advice and tax planning services.
(3) Fees for services other than disclosed in any other column.
(4) Period from April 11, 2024 to January 31, 2025.

Exemption

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

CORPORATE GOVERNANCE

General

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

Board of Directors

The Board facilitates its exercise of independent supervision over the Company’s management through frequent meetings of the Board. The Board is comprised of three directors: Scott Walters, Sean Hillacre and Ranbir Kalan. As the size of the Board is small, the Board has no formal procedures designed to facilitate the exercise of independent supervision over management, relying instead on the integrity of the individual members of its management team to act in the best interests of the Company.

Mr. Walters is not independent as Mr. Walters is the Chief Executive Officer of the Company. Messrs. Hillacre and Kalan are independent.

Directorships

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

Name of Director or Officer	Name of Reporting Issuer and Name of Exchange
Scott Walters	Big Gold Inc. (CSE: BG)

Orientation and Continuing Education

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

Ethical Business Conduct

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

Nomination of Directors

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

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

Compensation

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

Other Board Committees

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

Assessments

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

PLAN OF DISTRIBUTION

This Prospectus qualifies the distribution of 3,360,350 Special Warrants, and the SW Shares and SW Warrants underlying the Special Warrants, to be issued, without additional payment, upon the exercise or deemed exercise of 3,360,350 Special Warrants.

No securities are being offered or sold pursuant to this Prospectus. This Prospectus is being filed by the Company with its overseeing regulators. Since no securities are being offered pursuant to this Prospectus, no proceeds will be raised and no agent or underwriter is involved.

Listing of Common Shares

The Company has applied to list its issued and outstanding Common Shares and all other Common Shares issuable by the Company as described in this Prospectus, on the Exchange. Listing of the Common Shares will be subject to the Company fulfilling all the listing requirements of the Exchange. The Special Warrants will not be listed on the Exchange.

IPO Venture Issuer

RISK FACTORS

General

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

Limited Operating History

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

Speculative Nature of Mineral Exploration

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

Financing Risks

The Company has no history of earnings and, due to the nature of its business, there can be no assurance that the Company will be profitable. The Company has paid no dividends on its shares since incorporation and does not anticipate doing so in the foreseeable future. The only present source of funds available to the Company is through the sale of its securities. Even if the results of exploration are encouraging, the Company may not have sufficient funds to conduct the further exploration that may be necessary to determine whether or not a commercially mineable deposit exists on the properties owned by the Company. The Company’s unallocated working capital is likely not sufficient to fund a follow-on Phase 2 exploration program on the Property and there is no assurance that the Company can successfully obtain additional financing to fund a Phase 2 program.

While the Company may generate additional working capital through further equity offerings or through the sale or possible syndication of the Property, there is no assurance that any such funds will be available. If available, future

equity financing may result in substantial dilution to purchasers under the Special Warrants Private Placement. At present it is impossible to determine what amounts of additional funds, if any, may be required.

Property Interests

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

If the Company cannot raise additional equity financing, then it may not earn its interest in the Property

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

Commercial Ore Deposits

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

Uninsurable Risks

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

Permits and Government Regulations

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

Environmental and Safety Regulations and Risks

Environmental laws and regulations may affect the operations of the Company. These laws and regulations set various standards regulating certain aspects of health and environmental quality. They provide for penalties and other liabilities for the violation of such standards and establish, in certain circumstances, obligations to rehabilitate current and former facilities and locations where operations are or were conducted. The permission to operate can be withdrawn temporarily where there is evidence of serious breaches of health and safety standards, or even permanently in the case of extreme breaches. Significant liabilities could be imposed on the Company for damages, clean-up costs

or penalties in the event of certain discharges into the environment, environmental damage caused by previous owners of acquired properties or noncompliance with environmental laws or regulations. In all major developments, the Company generally relies on recognized designers and development contractors from which the Company will, in the first instance, seek indemnities. The Company intends to minimize risks by taking steps to ensure compliance with environmental, health and safety laws and regulations and operating to applicable environmental standards. There is a risk that environmental laws and regulations may become more onerous, making the Company’s operations more expensive.

Management

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

Key Person Insurance

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

Mineral Titles

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

Aboriginal Title

The Property or other future properties owned or optioned by the Company may now or in the future be the subject of First Nations land claims. The legal nature of aboriginal land claims is a matter of considerable complexity. The impact of any such claim on the Company’s ownership interest in the Property cannot be predicted with any degree of certainty and no assurance can be given that a broad recognition of aboriginal rights in the area in which the Property is located, by way of a negotiated settlement or judicial pronouncement, would not have an adverse effect on the Company’s activities. Even in the absence of such recognition, the Company may at some point be required to negotiate with First Nations in order to facilitate exploration and development work on the Property, and there is no assurance that the Company will be able to establish a practical working relationship with the First Nations in the area which would allow it to ultimately develop the Property.

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

Fluctuating Mineral Prices

The Company’s revenues in the future, if any, are expected to be in large part derived from the extraction and sale of precious and base minerals and metals, which in turn depend on the results of the Company’s exploration on these

properties and whether development will be commercially viable or even possible. Factors beyond the control of the Company may affect the marketability of metals discovered, if any. Metal prices have fluctuated widely, particularly in recent years, including as a result of the significant market reaction to COVID-19. Consequently, the economic viability of any of the Company’s exploration projects cannot be accurately predicted and may be adversely affected by fluctuations in mineral prices.

Inflation

Although inflation in Canada has been relatively low in recent years, it rose significantly beginning in the second half of 2021. This is primarily believed to be the result of the economic impact from global armed conflict and the COVID-19 pandemic, including the effects of global supply chain disruptions, strong economic recovery and associated widespread demands for goods and government stimulus packages, among other factors. The existence of inflation in the economy has resulted in, and may continue to result in, higher interest rates and capital costs, shipping costs, supply shortages, increased costs of labor, weakening exchange rates, and other similar effects. The Company’s ability to conduct exploration activity on the Property is dependent on the acquisition of goods and services at a reasonable cost, such as surveying equipment and skilled labor, assay laboratory testing in a timeframe that allows the Company to execute on follow-up exploration phases expeditiously, and aircraft (fixed wing and helicopter) charter service availability to mobilize labor, position equipment and supply exploration campaigns. If the Company is unable to take effective measures in a timely manner to mitigate the impact of the inflation, the scope of exploration on the Property may decrease and the Company’s business, financial condition, and results of operations could be adversely affected.

Competition

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

Negative Cash Flows From Operations

For the period from April 11, 2024 and ended January 31, 2025, the Company had negative cash flow from operating activities of $27,261. The Company continues to have negative operating cash flow. It is possible the Company may have negative cash flow in any future period and as a result, the Company may need to use available cash, including proceeds from the Private Placements and any future financings to fund any such negative cash flow.

Resale of Common Shares

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

Community Groups

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

Price Volatility of Publicly Traded Securities

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

Conflicts of Interest

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

participation in other business ventures offered to the directors will be allocated between the various companies and on the basis of prudent business judgment and the relative financial abilities and needs of the companies to participate; and
no commissions or other extraordinary consideration will be paid to such directors and officers; and business opportunities formulated by or through other companies in which the directors and officers are involved will not be offered to the Company except on the same or better terms than the basis on which they are offered to third party participants.

Tax Issues

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

Dividend

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

PROMOTER

Mr. Kalan may be considered to be the Promoter of the Company in that he took the initiative in organizing the business of the Company. Mr. Kalan was involved in the Company's structuring and formation, assisted the Company in acquiring the Option for the Property and contributed in the Company's financing efforts and business development.

Name	Common Shares	Percentage of class(2)
Ranbir Kalan(1)	750,000(2)	3.9%

Notes:

(1) These securities are held by RSK Holdings Ltd., a company of which Ranbir Kalan owns 100% of the issued and outstanding shares.
(2) Based on 19,435,350 Common Shares issued and outstanding following the exercise of all the Special Warrants on an undiluted basis.

Except as otherwise disclosed in this Prospectus (in particular, under the heading “Directors and Executive Officers – Corporate Cease Trade Orders or Bankruptcies”), no person who was a Promoter of the Company:

received anything of value directly or indirectly from the Company;
sold or otherwise transferred any asset to the Company within the last 2 years;
is at of the date hereof, or was within 10 years before the date hereof, a director, CEO or CFO of any person or company that was the subject of a cease trade order or similar order or an order that denied the relevant person or company access to any statutory exemptions for a period of more than 30 consecutive days while that person was acting in the capacity as director, CEO or CFO;
is at of the date hereof, or was within 10 years before the date hereof, a director, CEO or CFO of any person or company that was the subject of a cease trade order or similar order or an order that denied the relevant person or company access to any statutory exemptions for a period of more than 30 consecutive days that was issued after the person ceased to be a director, CEO or CFO and which resulted from an event that occurred while the person was acting in the capacity as director, CEO or CFO;
is at of the date hereof, or was within 10 years before the date hereof, a director or executive officer of any person or company that, while the person was acting in that capacity, or within a year of that person ceasing to act in the 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 or receiver manager or trustee appointed to hold its assets;
has, within 10 years before the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the person;
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

LEGAL PROCEEDINGS

Legal Proceedings

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

Regulatory Actions

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

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

(ii) other penalties or sanctions imposed by a court or regulatory body against the Company necessary for the Prospectus to contain full, true and plain disclosure of all material facts relating to the securities being distributed; and
(iii) settlement agreements the Company entered into before a court relating to provincial and territorial securities legislation or with a securities regulatory authority.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

Except as noted in this Prospectus, from incorporation to the date of this Prospectus, none of the following persons or companies has had any material interest, direct or indirect, in any transaction which has materially affected or is reasonably expected to materially affect the Company:

(a) any director or executive officer of the Company;
(b) any person or company that is the direct or indirect beneficial owner of, or who exercises control or direction over, more than 10% of any class or series of the Company’s outstanding voting securities; and
(c) any associate or affiliate of any of the persons or companies referred to in paragraphs (a) or (b).

AUDITORS

The auditor of the Company is WDM Chartered Professional Accountants, having an address at #420 – 1501 West Broadway, Vancouver, BC V6J 1W6.

REGISTRAR AND TRANSFER AGENT

The registrar and transfer agent of the Company is Odyssey Trust Company, of 350 – 409 Granville Street, Vancouver, BC V6C 1T2.

MATERIAL CONTRACTS

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

The Registrar and Transfer Agent Agreement dated ●;
The Escrow Agreement dated ●;
The Property Agreement dated May 17, 2024.

Copies of the material contracts will be available under the Company’s profile at www.sedarplus.ca upon the issuance of the final receipt for this Prospectus.

EXPERTS

Names of Experts

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

The Technical Report was prepared by Derrick Strickland, P.Geo. Mr. Strickland has no interest in the Company, the Company’s securities or the Property.

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

Interests of Experts

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

OTHER MATERIAL FACTS

There are no other material facts about the securities being distributed pursuant to this the Special Warrants Private Placement that are not disclosed under any other items and are necessary in order for this Prospectus to contain full, true and plain disclosure of all material facts relating to the Common Shares to be distributed.

RIGHTS OF WITHDRAWAL AND RESCISSION

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

FINANCIAL STATEMENTS

Audited financial statements of the Company for the period commencing April 11, 2024 and ended January 31, 2025 are included in this Prospectus as Schedule “B”.

SCHEDULE “A”

AUDIT COMMITTEE CHARTER

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

Composition

Number of Members. The Audit Committee must be comprised of a minimum of three directors of the Company, a majority of whom will be independent. Independence of the board members will be as defined by applicable legislation.
The members of the Committee will be appointed by the board of directors of the Company (“Board”) annually at the first meeting of the Board following the annual meeting of the shareholders, to serve until the next annual meeting of shareholders or until their successors are duly appointed.
Chair. The Board will designate one member to act as chair of the Audit Committee (the “Chair”) or, if it fails to do so, the members of the Audit Committee will appoint the Chair among its members.
Financially Literacy. All members of the audit committee will be financially literate as defined by applicable legislation. If upon appointment a member of the Audit Committee is not financially literate as required, the person will be provided with a period of three months to acquire the required level of financial literacy.

Meetings

Meetings and Quorum. The Audit Committee will meet at least quarterly, with the authority to convene additional meetings as circumstances require. A majority of the members of the Audit Committee will constitute a quorum.
Agenda. The Chair will set the agenda for each meeting, after consulting with management and the external auditor. Agenda materials such as draft financial statements must be circulated to all Audit Committee members for members to have a reasonable amount of time to review the materials prior to the meeting.
In Camera Sessions. The Audit Committee will, when appropriate, hold in camera sessions without management present.
Minutes. The Audit Committee will keep minutes of its meetings which will be available for review by the Board. The Audit Committee may appoint any person who need not be a member, to act as the secretary at any meeting. The Audit Committee may invite such officers, directors and employees of the Company and such other advisors and persons as it may see fit, from time to time, to attend at meetings of the Audit Committee.

Roles and Responsibilities

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

External Auditor

The Audit Committee will:

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

Schedule “A” - 1

(b) Scope of Work. Evaluate, prior to the annual audit by the Auditors, the scope and general extent of the Auditor’s review, including the Auditor’s engagement letter.

(d) Replacement of Auditor. If necessary, recommend the replacement of the Auditor to the Board of Directors.

(e) Approve Non-Audit Related Services. Pre-approve all non-audit services to be provided by the Auditor to the Company or its subsidiaries.

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

(g) Resolution of Disputes. Assist with resolving any disputes between the Company’s management and the Auditors regarding financial reporting.

Financial Statements and Financial Information

The Audit Committee will:

(a) Review Audited Financial Statements. Review the audited financial statements of the Company and related MD&A, discuss those statements with management and with the Auditor, and recommend their approval to the Board.

(b) Review of Interim Financial Statements. Review and discuss with management the quarterly financial statements and related MD&A, and recommend their approval by the Board.

(c) Public Disclosure. review the annual and interim financial statements and related MD&A, news releases that contain significant financial information that has not previously been released to the public, and any other public disclosure documents that are required to be reviewed by the Audit Committee under any applicable laws and satisfy itself that the documents do not contain any untrue statement of material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made before the Corporation publicly discloses this information.

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

Risk Management, Internal Controls and Information Systems

The Audit Committee will:

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

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

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

Schedule "A" - 2

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

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

Complaints

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

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

Authority

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

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

Reporting

The Audit Committee will report to the Board on:

(a) the Auditor’s independence;

(b) the performance of the Auditor and any recommendations of the Audit Committee in relation thereto;

(d) the adequacy of the Company’s internal controls and disclosure controls;

(e) the Audit Committee’s review of the annual and interim consolidated financial statements;

(f) the Audit Committee’s review of the annual and interim management discussion and analysis;

(g) the Company’s compliance with legal and regulatory matters to the extent they affect the financial statements of the Company; and

(h) all other material matters dealt with by the Audit Committee.

Schedule "A" - 3

Schedule "B"

FINANCIAL STATEMENTS FOR THE PERIOD FROM APRIL 11, 2024 (DATE OF INCORPORATION) TO JANUARY 31, 2025

[See attached]

Schedule "B"

MAXUS MINING INC.

(formerly 1475431 B.C. Ltd.)

Financial Statements

For the period from April 11, 2024 (incorporation) to January 31, 2025

(Expressed in Canadian dollars)

WDM CHARTERED PROFESSIONAL ACCOUNTANTS

Independent Auditor’s Report

To the Directors of:
MAXUS MINING INC. (Formerly 1475431 B.C. Ltd.)

Opinion

We have audited the financial statements of Maxus Mining Inc. (formerly 1475431 B.C. Ltd.) (“the Company”), which comprise the statements of financial position as at January 31, 2025, and the statements of loss and comprehensive loss, changes in shareholders’ equity and cash flows for the period from April 11, 2024 (incorporation) to January 31, 2025, and notes to the financial statements, including a summary of material accounting policies and other explanatory information.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at January 31, 2025, and its financial performance and its cash flows for the period from April 11, 2024 (incorporation) to January 31, 2025 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 is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 1 in the financial statements, which indicates that the Company incurred a net loss of $89,352 during the period from April 11, 2024 (incorporation) to January 31, 2025, and as of that date, had accumulated losses since inception of $89,352. As stated in Note 1, these events or conditions, along with other matters as set forth in Note 1, indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

We have determined that there are no key audit matters to communicate in our auditor’s report.

Other Information

Management is responsible for the other information. The other information comprises Management’s Discussion and Analysis. Our opinion on the financial statements does not cover the other information and will not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

We obtained Management’s Discussion and Analysis prior to the date of this auditor’s report. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

SERVIC

INTEGRITY

TRUST

SUITE 420
1501 WEST BROADWAY
VANCOUVER, BRITISH COLUMBIA
CANADA V6J 4Z6
TEL: (604) 428-1866
FAX: (604) 428-0513
WWW.WDMCA.COM

WDM

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.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

The engagement partner on the audit resulting in this independent auditor's report is Mike Kao.

WDM

Chartered Professional Accountants

Vancouver, B.C.

February 18, 2025

WDM

MAXUS MINING INC.
(formerly 1475431 B.C. Ltd.)
Statement of Financial Position
(Expressed in Canadian dollars)

	Note	January 31, 2025
ASSETS		$
Current
Cash		700,088
Accounts receivable		7,691
Current Assets		707,779
Resource properties	5	15,000
Total assets		722,779
LIABILITIES
Current
Accounts payable and accrued liabilities	8	54,903
Flow-through premium liability	6	14,879
Total liabilities		69,782
SHAREHOLDERS' EQUITY
Share capital	7	406,951
Reserves		335,398
Deficit		(89,352)
Total shareholders' equity		652,997
Total liabilities and shareholders' equity		722,779

Nature of operations and going concern (Note 1)

Approved and authorized for issue on behalf of the Board of Directors:

/s/ "Scott Walters"
Director

/s/ "Ranbir Kalan"
Director

The accompanying notes are an integral part of these financial statements.

MAXUS MINING INC.
(formerly 1475431 B.C. Ltd.)
Statement of Loss and Comprehensive Loss
(Expressed in Canadian dollars)

	Note	Period from April 11, 2024 (incorporation) to January 31, 2025
Operating expenses		$
Exploration and evaluation expenditures	5	178,046
Office and miscellaneous		727
Professional fees		31,825
Total expenses		210,598
Other income
Amortization of flow-through premium liability	6	(121,246)
Net loss and comprehensive loss		89,352
Net loss per share:
Basic and diluted		0.01
Weighted average number of common shares:
Basic and diluted		13,483,108

The accompanying notes are an integral part of these financial statements.

MAXUS MINING INC.
(formerly 1475431 B.C. Ltd.)
Statement of Cash Flows
(Expressed in Canadian dollars)

	Period from April 11, 2024 (incorporation) to January 31, 2025
	$
Operating activities:
Net loss for the period	(89,352)
Changes in non-cash working capital items:
Accounts receivable	(7,691)
Accounts payable and accrued liabilities	54,903
Amortization of flow-through premium liability	(121,246)
Cash used in operating activities	(163,386)
Investing activities:
Acquisition of resource properties	(15,000)
Cash used in investing activities	(15,000)
Financing activities:
Proceeds received from private placements	910,035
Issuance cost	(31,561)
Cash provided by financing activities	878,474
Net change in cash	700,088
Cash, beginning of the period	-
Cash, end of the period	700,088
Supplemental cash flow information:
Cash income tax paid	-
Cash interest paid	-

The accompanying notes are an integral part of these financial statements.

MAXUS MINING INC.

(formerly 1475431 B.C. Ltd.)

Statement of Changes in Shareholders' Equity

(Expressed in Canadian dollars, except number of shares)

	Common shares	Share capital	Reserves	Deficit	Total shareholders’ equity
	#	$	$	$	$
Balance, April 11, 2024 (Incorporation)	1	-	-	-	-
Cancellation of share	(1)	-	-	-	-
Shares issued for private placement	7,000,000	392,500	-	-	392,500
Shares issued for flow-through common shares	9,075,000	181,500	-	-	181,500
Initial recognition of flow-through premium liability	-	(136,125)	-	-	(136,125)
Special warrants issued for private placement	-	-	336,035	-	336,035
Share and special warrants Issuance costs	-	(30,924)	(637)	-	(31,561)
Net loss for the period	-	-	-	(89,352)	(89,352)
Balance, January 31, 2025	16,075,000	406,951	335,398	(89,352)	652,997

The accompanying notes are an integral part of these financial statements.

MAXUS MINING INC.

(formerly 1475431 B.C. Ltd.)

Notes to the Financial Statements

For the period from April 11, 2024 (incorporation) to January 31, 2025

(Expressed in Canadian dollars)

1. NATURE OF OPERATIONS AND GOING CONCERN

Maxus Mining Inc. (the "Company") was incorporated pursuant to the Business Corporations Act of British Columbia on April 11, 2024. The Company's registered and records office is located at 6th floor - 905 West Pender Street, Vancouver, BC V6C 1L6.

On January 23, 2025, the Company executed a name change from 1475431 B.C. Ltd. to Maxus Mining Inc.

The Company is in the business of acquisition, exploration and development of mineral properties. The business of mining and exploration involves a high degree of risk and there can be no assurance that current exploration programs will result in profitable mining operations. The recoverability of exploration and evaluation expenditures is dependent upon several factors. These include the discovery of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the development of these properties, and future profitable production or proceeds from disposition of mineral properties.

These financial statements for the period ended from the date of incorporation on April 11, 2024 to January 31, 2025, (the "financial statements") have been prepared on a going concern basis, which assumes that the Company will be able to meet its obligations and continue its operations for at least the next twelve months. As at January 31, 2025, the Company has working capital of $637,997 and an accumulated deficit of $89,352. For the period ended from the date of incorporation on April 11, 2024 to January 31, 2025, the Company generated a net loss and comprehensive loss of $89,352 and used cash in operating activities of $163,386. These factors indicate the existence of a material uncertainty that may cast significant doubt upon the Company's ability to continue as a going concern. As a result, the Company may be unable to realize its assets and discharge its liabilities in the normal course of business. The Company's ability to continue as a going concern is dependent upon its ability to generate positive cash flows from operations, and/or raise adequate funding through equity or debt financing to discharge its liabilities as they come due. Although the Company has been successful in the past in obtaining financing, there is no assurance that it will be able to obtain adequate financing in the future or that such financing will be on terms advantageous to the Company. Should the Company be unable to continue as a going concern, asset and liability realization values may be substantially different from their carrying values. These financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. Such adjustments could be material.

2. BASIS OF PREPARATION

a) Statement of compliance

These financial statements were approved by the Board of Directors and authorized for issue on February 18, 2025.

These financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") effective for the year ended January 31, 2025.

b) Basis of presentation

The financial statements have been prepared using the historical cost basis, except for certain financial assets and liabilities which are measured at fair value, as specified by IFRS for each type of asset, liability, income, and expense as set out in the accounting policies below, as well as information presented in the consolidated statement of cash flows.

c) Functional and presentation currency

The functional currency is the currency of the primary economic environment in which an entity operates. These financial statements have been prepared in Canadian dollars, which is the Company's and its subsidiaries functional and presentation currency, except as otherwise noted. References to "CAD" are to Canadian dollars and references to "USD" are to United States dollars.

3. MATERIAL ACCOUNTING POLICY INFORMATION

a) Cash

Cash consists of cash on hand and deposits in banks with no restrictions.

MAXUS MINING INC.

(formerly 1475431 B.C. Ltd.)

Notes to the Financial Statements

For the period from April 11, 2024 (incorporation) to January 31, 2025

(Expressed in Canadian dollars)

b) Financial instruments

Classification

The Company classifies its financial instruments in the following categories: at fair value through profit or loss ("FVTPL"), at fair value through other comprehensive income (loss) ("FVTOCI"), or at amortized cost. The Company determines the classification of its financial assets at initial recognition. The classification of debt instruments is driven by the Company's business model for managing the financial assets and their contractual cash flow characteristics.

A summary of the Company's classification of financial instruments under IFRS 9 Financial Instruments is as follows:

Financial instrument	Classification
Financial asset
Cash	Amortized cost
Financial liabilities
Accounts payable and accrued liabilities	Amortized cost
Flow-through premium liability	Amortized cost

Measurement

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

c) Flow-through Shares

The Company from time to time issues flow-through common shares to finance a portion of its exploration program. Pursuant to the terms of the flow-through share agreements, these shares transfer the tax deductibility of qualifying resource expenditures to investors.

On issuance and when the proceeds received from the issuance of the flow-through shares exceed the fair value of the shares without the flow-through feature, the Company bifurcates the flow-through share into i) a flow-through share premium, equal to the estimated premium, if any, investors pay for the flow-through feature, which is recognized as a liability; and ii) share capital. Upon expenses being renounced and incurred, the Company derecognizes the liability and the premium is recognized as other income.

Proceeds received from the issuance of flow-through shares are restricted to be used only for Canadian resource property exploration expenditures within a two-year period. The Company may also be subject to a Part XII.6 tax on flow-through proceeds renounced under the Look-back Rule, in accordance with Government of Canada flow-through regulations. When applicable, this tax is accrued as a financial expense until paid.

d) Exploration and evaluation expenditures

The Company's mineral property interests are comprised of mineral properties owned by the Company and rights to ownership of mineral properties, which the Company can earn through cash or share payments, incurring exploration expenditures or combinations thereof. The Company capitalizes acquisition costs and expenses all exploration and evaluation expenditures related to its mineral interests until such time that it can demonstrate the technical feasibility and commercial viability of extracting mineral resources.

Government tax credits are recorded as a reduction to the cumulative costs incurred and capitalized on the related property in the period it is received.

Exploration and evaluation assets are assessed for impairment if (i) sufficient data exists to determine technical feasibility and commercial viability, and (ii) facts and circumstances suggest that the carrying amount exceeds the recoverable amount.

Once the technical feasibility and commercial viability of the extraction of resources in an area of interest are demonstrable, exploration and evaluation assets attributable to that area of interest are first tested for impairment and then reclassified to mining property and development assets within property, plant and equipment.

Recoverability of the carrying amount of any exploration and evaluation assets is dependent on successful development and commercial exploitation, or alternatively, sale of the respective areas of interest.

MAXUS MINING INC. (formerly 1475431 B.C. Ltd.) Notes to the Financial Statements For the period from April 11, 2024 (incorporation) to January 31, 2025 (Expressed in Canadian dollars)

e) Income tax

Provision for income taxes consists of current and deferred tax expense.

Current tax expense is the expected tax payable on the taxable income for the year, using tax rates and tax laws enacted or substantively enacted at the reporting date, adjusted for amendments to tax payable or recoverable with regards to previous years.

Deferred tax expense is recognized 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 tax expense is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on tax rates and tax laws that have been enacted or substantively enacted at the reporting date.

A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

f) Share capital

Common shares are classified as equity. Incremental costs directly attributable to the issuance of common shares are recognized as a deduction from equity. Common shares issued for consideration other than cash, are measured based on the fair value of the consideration received, unless the fair value cannot be estimated reliably, in which case they are measured at the fair value of the shares at the date the shares are issued.

g) Share issuance costs

Professional, consulting, regulatory and other costs directly attributable to equity financing transactions are recorded as share issue costs when the financing transactions are completed if the completion of the transaction is considered likely. Otherwise, they are expensed as incurred. Share issuance costs are charged to share capital when the related shares are issued. Deferred share issuance costs related to financing transactions that are not completed are charged to expenses.

h) Earnings (loss) per share

Basic earnings (loss) per share is calculated by dividing the net income (loss) by the weighted average number of shares issued and outstanding during the period. Diluted earnings (loss) per share is calculated using the treasury stock method. Under the treasury stock method, the weighted average number of common shares outstanding for the calculation of diluted earnings (loss) per share assumes that the proceeds to be received on the exercise of dilutive stock options and warrants are used to repurchase common shares at the average market price during the period.

SIGNIFICANT ACCOUNTING JUDGMENTS AND ESTIMATES

The preparation of financial statements requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, revenues and expenses.

The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances and which form the basis of making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and further periods if the revision affects both current and future periods.

Significant assumptions about the future and other sources of estimation uncertainty that management has made that could result in a material adjustment to the carrying amounts of assets and liabilities in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:

a) Going concern

The assessment of the Company's ability to continue as a going concern and to raise sufficient funds to pay for its ongoing operating and mineral property expenditures and meet its liabilities for the ensuing year as they fall due involves judgment based on historical experience and other factors including the expectation of future events that are believed to be reasonable under the circumstances. Management takes into account all available information about the future, which is at least, but not limited to, twelve months from the end of the reporting period. The Company is aware that material uncertainties related to events or conditions exist that may cast significant doubt upon the Company's ability to continue as a going concern.

MAXUS MINING INC.

(formerly 1475431 B.C. Ltd.)

Notes to the Financial Statements

For the period from April 11, 2024 (incorporation) to January 31, 2025

(Expressed in Canadian dollars)

5. EXPLORATION AND EVALUATION EXPENDITURES

A summary of the Company's exploration and evaluation expenses for the period ended from the date of incorporation on April 11, 2024, to January 31, 2025, is as follows:

	Total
	$
Field report	16,385
Field work	161,661
	178,046

Acquisition of Penny Property

On May 17, 2024, the Company signed the Penny Project Purchase Agreement (the "Option") dated May 17, 2024, with a third party ("Seller") for the sale to the Company of all of the vendor's right, title and interest to acquire a 100% interest in the Penny Property located 9 kilometers southeast of the town of Kimberley and 8 kilometers northwest of the town of Cranbrook in British Columbia. The Penny Project consists of eight non-surveyed non-contiguous mineral claims totalling 3,122.952 hectares.

The Option is exercisable by the Purchaser upon the satisfaction of each of the following obligations:

Cash payment to the Seller $15,000 on May 17, 2024 or June 16, 2024 (paid);
Cash payment to the Seller $25,000 on or before the date that is ten calendar days after the date that the Company is publicly listed on the TSX Venture Exchange or the Canadian Securities Exchange (the "Listing Date");
Cash payment to the Seller $25,000 on or before the date that is ten calendar days after the date that is twelve months after the Listing Date; and
Issuing to the Seller 200,000 common shares of the Company on or before the date that is ten calendar days after the Listing Date

The Seller acknowledges and agrees that any common shares issued pursuant will be subject to resale restrictions expiring as follows:

one half six months from the date of issuance; and
one half twelve months from the date of issuance

6. FLOW-THROUGH PREMIUM LIABILITY

On May 16, 2024, the Company issued 9,075,000 flow-through common shares at a price of $0.02 per flow-through common share for gross proceeds of $175,500. As a result, a flow-through premium liability of $136,125 was recorded (Note 7b).

During the period ended from April 11, 2024 to January 31, 2025, the Company incurred $161,661, of qualifying exploration expenditures. As a result, amortization of flow-through premium liability of $121,246 was recorded.

A summary of the Company's flow-through premium liability and remaining eligible expenditure obligation is as follows:

	Flow-through funding and eligible expenditures	Flow-through premium liability
	$	$
Balance, April 11, 2024	-	-
Flow-through funds raised	175,500	136,125
Eligible expenditures renounced	(161,661)	(121,246)
Balance, January 31, 2025	13,839	14,879

MAXUS MINING INC.
(formerly 1475431 B.C. Ltd.)
Notes to the Financial Statements
For the period from April 11, 2024 (incorporation) to January 31, 2025
(Expressed in Canadian dollars)

7. SHARE CAPITAL

a) Authorized share capital

Unlimited number of common shares without par value.

b) Issued share capital

During the period ended from the date of incorporation on April 11, 2024 to January 31, 2025, the Company had the following share capital transactions:

On April 11, 2024, the Company issued one common share for the price of $0.01 for gross proceeds of $0.01.
On April 26, 2024, the Company repurchased one common share for return to treasury and cancellation.
On April 26, 2024, the Company closed a private placement and issued 1,500,000 common shares at a price of $0.005 per common share for gross proceeds of $7,500.
On May 16, 2024, the Company issued 9,075,000 flow-through common shares at a price of $0.02 per flow-through common share for gross proceeds of $181,500. The flow-through shares were issued at a premium of $0.015 per common share. As a result, a flow-through premium liability of $136,125 was recorded. Remaining proceeds were allocated using the residual method. As a result, $45,375 was allocated to share capital.
On June 25, 2024, the Company closed a private placement and issued 5,500,000 common shares at a price of $0.07 per common share for gross proceeds of $385,000.
On January 22, 2025, the Company closed a private placement and issued 3,360,350 special warrants at a price of $0.10 per special warrant for gross proceeds of $336,035 and recorded to reserves.
During the period ended from the date of incorporation on April 11, 2024 to January 31, 2025, the Company recorded $30,924 in share issuance costs.

c) Issued warrants

On January 22, 2025, the Company closed a private placement and issued 3,360,350 special warrants at a price of $0.10 per special warrant for gross proceeds of $336,035 and recorded to reserves. Each special warrant can be converted at any time without payment of additional consideration into one unit of the Company (a "Unit"). Each Unit will be comprised of one common share (an "Underlying Share") of the Company and one share purchase warrant (a "Warrant") of the Company, with each Warrant exercisable into one common share (a "Warrant Share") at an exercise price of $0.20 for two years from the Listing Date.

All unexercised Special Warrants will be deemed to be exercised on the date that is the earlier of:

the third business day after the date on which a receipt for a final prospectus to qualify for distribution of the Underlying Shares is received by the Issuer from the British Columbia Securities Commission; and
The date of January 21, 2026

8. RELATED PARTY TRANSACTIONS

Key management personnel include those persons having the authority and responsibility of planning, directing and executing the activities of the Company. The Company has determined that its key management personnel consist of executive and non-executive members of the Company's Board of Directors and corporate officers.

As at January 31, 2025, amount due to related parties comprised of amounts owing to key management members and directors totalling to $23,078 included in accounts payable and accrued liabilities. Due to related parties is unsecured and non-interest-bearing and with no specific terms of repayment.

9. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

As at January 31, 2025, financial instruments comprising cash as well as accounts payable and accrued liabilities are classified and measured at amortized cost. The carrying value of cash as well as accounts payable and accrued liabilities approximate the fair value due to the relatively short-term maturity of these instruments.

The Company is exposed in varying degrees to a variety of financial instrument related risks. The type of risk exposure and the way in which such exposure is managed is provided as follows:

MAXUS MINING INC.

(formerly 1475431 B.C. Ltd.)

Notes to the Financial Statements

For the period from April 11, 2024 (incorporation) to January 31, 2025

(Expressed in Canadian dollars)

a) Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to fulfill its contractual obligations. The Company's credit risk relates primarily to cash. The Company minimizes its credit risk related to cash by placing cash with major financial institutions and regularly reviews the recoverability of them.

b) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due. The Company is exposed to liquidity risk through accounts payable and accrued liabilities and subscription advances but controls liquidity risk by ensuring that it has sufficient cash resources to pay for its financial obligations.

As at January 31, 2025, the Company had sufficient cash on hand to discharge its accounts payable and accrued liabilities as they become due. As the Company's operations do not generate cash, financial liabilities are discharged using funding through the issuance of common stock or debt as required, the Company may need to seek a combination of debt and equity to meet the spending requirements to continue its operations.

c) Market risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates and foreign exchange rates. The Company is not exposed to significant interest rate risk on the basis that its financial liabilities bear no interest or interest at fixed rates. The Company is exposed to foreign currency risk, as certain monetary financial instruments are denominated in USD.

10. INCOME TAXES

A summary of the Company's reconciliation of income taxes at statutory rates for the period from the date of incorporation on April 11, 2024 to January 31, 2025, is as follows:

	2025
	$
Loss before income taxes	(89,352)
Combined federal and provincial statutory income tax rates	27%
Income tax recovery at statutory rates	(24,125)
Permanent differences	10,911
Share issuance costs	(8,349)
Capitalized exploration and evaluation costs	(4,050)
Deferred tax assets not recognized	25,613
Income tax expense	-

As at January 31, 2025, the Company has temporary differences between the carrying value of the assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.

Deferred tax assets are recognized to the extent that the realization of the related tax benefit through future taxable income is probable. The Company has recorded a full valuation allowance against its deferred tax assets because of uncertainty as to the realization of these assets.

A summary of the Company's significant components of unrecognized deferred tax assets is as follows

	January 31, 2025
	$
Non-capital losses	14,883
Resource pools	4,050
Share issuance costs	6,680
Deferred tax assets not recognized	25,613

As at January 31, 2025, the Company had non-capital losses of $55,123 that may be applied against future taxable income for Canadian income tax purposes. These non-capital losses will expire in 2045. The resource pools deductible expenditures and the share issuance costs available for future taxable income deduction do not have expiry date.

MAXUS MINING INC.

(formerly 1475431 B.C. Ltd.)

Notes to the Financial Statements

For the period from April 11, 2024 (incorporation) to January 31, 2025

(Expressed in Canadian dollars)

11. CAPITAL MANAGEMENT

The Company's capital structure consists of all components of shareholders' equity. The Company's objective when managing capital is to maintain adequate levels of funding to support the current operations comprising the acquisition, exploration and development of its mineral properties. The Company obtains funding primarily through issuing share capital. Future financings are dependent on market conditions and there can be no assurance the Company will be able to raise funds in the future.

There were no changes to the Company's approach to capital management during the period ended from the date of incorporation on April 11, 2024 to January 31, 2025. The Company is not subject to externally imposed capital requirements.

Schedule "C"

MANAGEMENT DISCUSSION AND ANALYSIS FOR THE PERIOD FROM APRIL 11, 2024 (DATE OF INCORPORATION) TO JANUARY 31, 2025

[See attached]

Schedule "C"

Maxus Mining Inc. (formerly 1475431 B.C. Ltd.)

Management's Discussion and Analysis

For the period from the date of incorporation on April 11, 2024 to January 31, 2025

(Expressed in Canadian dollars)

Maxus Mining Inc. (formerly 1475431 B.C. Ltd.)
Management's Discussion and Analysis
For the period from the date of incorporation on April 11, 2024 to January 31, 2025

MANAGEMENT'S DISCUSSION AND ANALYSIS

This Management's Discussion and Analysis ("MD&A") of the financial position and results of Maxus Mining Inc. (the "Company") should be read in conjunction with the Company's financial statements and the accompanying notes thereto as at and for the period ended from the date of incorporation on April 11, 2024 to January 31, 2025 (the "Financial Statements").

The Financial Statements have been prepared by management in accordance with International Financial Reporting Standards ("IFRS Accounting Standards") as issued by the International Accounting Standards Board and interpretations of the International Financial Reporting Interpretations Committee. All amounts are expressed in Canadian dollars, the presentation and functional currencies of the Company, unless otherwise stated. Other information contained in this document has been prepared by management and is consistent with the data contained in the Financial Statements.

In this MD&A, the "Company", or the words "we", "us", or "our", collectively refer to Maxus Mining Inc. The first, second, third and fourth quarters of the Company's fiscal years are referred to as "Q1", "Q2", "Q3" and "Q4", respectively.

This MD&A provides management's comments on the Company's operations for the period ended from the date of incorporation on April 11, 2024, and the Company's financial condition as at January 31, 2025.

The Company's Board of Directors provide an oversight role with respect to all public financial disclosures by the Company. The Board of Directors approve the Financial Statements and MD&A after the completion of its review and recommendation for approval by the Audit Committee, which meets periodically to review all financial reports, prior to filing.

The effective date of this MD&A is February 18, 2025 (the "MD&A Date").

FORWARD-LOOKING STATEMENTS

Certain statements contained in this document constitute "forward-looking statements". All statements other than statements of historical fact contained in this MD&A, including, without limitation, those regarding the Company's future financial position and results of operations, strategy, proposed acquisitions, plans, objectives, goals and targets, and any statements preceded by, followed by or that include the words "believe", "expect", "aim", "intend", "plan", "continue", "will", "may", "would", "anticipate", "estimate", "forecast", "predict", "project", "seek", "should" or similar expressions or the negative thereof, are forward-looking statements. These statements are not historical facts but instead represent only the Company's expectations, estimates and projections regarding future events. These statements are not guarantees of future performance and involve assumptions, risks and uncertainties that are difficult to predict. Therefore, actual results may differ materially from what is expressed, implied or forecasted in such forward-looking statements.

Additional factors that could cause actual results, performance or achievements to differ materially include, but are not limited to risks associated with: geological risks; limited operating history; inability to generate earnings or pay dividends for the foreseeable future; no current assets other than cash, goods and services tax recoverable, and prepaid expenses; uncertain ability to raise additional funds when required; reliance on a small number of key managers lacking backup; potential conflicts of interest among directors and officers of the Company; lack of liquidity for shareholders of the Company; ability to secure needed permits, ability to physically access and work the Company's property assets due to poor weather, a potential lack of key contract personnel and services providers needed to execute elements of the Company's exploration plans, and market risk consisting of fluctuations in the Company's share price, metal prices, credit market conditions and investor appetite for early stage exploration companies. See "Risks and Uncertainties" section.

Maxus Mining Inc. (formerly 1475431 B.C. Ltd.)
Management's Discussion and Analysis
For the period from the date of incorporation on April 11, 2024 to January 31, 2025

Management provides forward-looking statements because they believe such statements deliver useful guidance and information to readers when considering their investment objectives. Though management believes such statements to be as accurate as possible in the context of the information available to management at the time in which they are made, management cautions readers that the guidance and information contained in such statements may rapidly be superseded by subsequent events. Consequently, all the forward-looking statements made in this MD&A are qualified by these cautionary statements and other cautionary statements or factors contained herein, and there can be no assurance that the actual results or developments suggested by such forward-looking statement will be realized or, even if substantially realized, that they will have the expected results, or effects upon, the Company. These forward-looking statements are made as of the date of this MD&A and the Company assumes no obligation to update or revise them to reflect subsequent information, events or circumstances or otherwise, except as required by securities law.

The forward-looking statements in this MD&A are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which the Company will operate in the future, including assumptions regarding business and operating strategies.

DESCRIPTION OF THE BUSINESS

On January 23, 2025, the Company executed a name change from 1475431 B.C. Ltd. to Maxus Mining Inc.

The Financial Statements have been prepared on a going concern basis, which assumes that the Company will be able to meet its obligations and continue its operations for at least the next twelve months. As at January 31, 2025, the Company has working capital of $637,997 and an accumulated deficit of $89,352. For the period ended from the date of incorporation on April 11, 2024 to January 31, 2025, the Company generated a net loss and comprehensive loss of $89,352 and used cash in operating activities of $163,386. These factors indicate the existence of a material uncertainty that may cast significant doubt upon the Company's ability to continue as a going concern. As a result, the Company may be unable to realize its assets and discharge its liabilities in the normal course of business. The Company's ability to continue as a going concern is dependent upon its ability to generate positive cash flows from operations, and/or raise adequate funding through equity or debt financing to discharge its liabilities as they come due. Although the Company has been successful in the past in obtaining financing, there is no assurance that it will be able to obtain adequate financing in the future or that such financing will be on terms advantageous to the Company. Should the Company be unable to continue as a going concern, asset and liability realization values may be substantially different from their carrying values. The Financial Statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. Such adjustments could be material.

Maxus Mining Inc. (formerly 1475431 B.C. Ltd.)
Management's Discussion and Analysis
For the period from the date of incorporation on April 11, 2024 to January 31, 2025

PROJECTS

A summary of the Company's exploration and evaluation expenses for the period ended from the date of incorporation on April 11, 2024, to January 31, 2025, is as follows:

	Total
	$
Field report	16,385
Field work	161,661
	178,046

Acquisition of Penny Property

The Option is exercisable by the Purchaser upon the satisfaction of each of the following obligations:

Cash payment to the Seller $15,000 on May 17, 2024 or June 16, 2024 (paid);
Cash payment to the Seller $25,000 on or before the date that is ten calendar days after the date that the Company is publicly listed on the TSX Venture Exchange or the Canadian Securities Exchange (the "Listing Date");
Cash payment to the Seller $25,000 on or before the date that is ten calendar days after the date that is twelve months after the Listing Date; and
Issuing to the Seller 200,000 common shares of the Company on or before the date that is ten calendar days after the Listing Date

The Seller acknowledges and agrees that any common shares issued pursuant will be subject to resale restrictions expiring as follows:

one half six months from the date of issuance; and
one half twelve months from the date of issuance

Maxus Mining Inc. (formerly 1475431 B.C. Ltd.)
Management's Discussion and Analysis
For the period from the date of incorporation on April 11, 2024 to January 31, 2025

FINANCIAL CONDITION

As at January 31, 2025, the Company had total current assets of $722,779, which is comprised of cash and accounts receivable, which are expected to be received within the next twelve months.

As at January 31, 2025, the Company had total liabilities of $69,782, which is comprising of accounts payable and accrued liabilities and flow-through premium liability which occurred during the current period.

As at January 31, 2025, the Company had working capital of $637,997. The increase in working capital is mainly the result of an increase in cash raised from private placements and partially accounts payable and accrued liabilities which occurred during the current period.

As at January 31, 2025, shareholders' equity comprised share capital of $406,951, reserves of $335,398, and a deficit of $89,352 for a total shareholders' equity of $652,997. The increase in share capital is primarily the result of several financings and issuance of shares. The increase in deficit is primarily the result of exploration and evaluation expenditures.

As a result of the financing during the current period, the number of common shares outstanding as at January 31, 2025 was 16,075,000.

LIQUIDITY, CAPITAL RESOURCES AND GOING CONCERN

The Company has not yet generated any revenue and thus cash flow from operations. Its only source of funds since incorporation has been from the issuance of common shares and units.

As at January 31, 2025, the Company had cash of $700,088 and a net working capital of $637,997.

The Company's cash flows from operations are negative as it is an exploration stage company. During the period ended January 31, 2025, the Company used cash of $163,386 in operating activities attributed to the operating expenses for the period, in particular payments of $178,046 included in exploration and evaluation expenditures.

During the period ended January 31, 2025, cash used in investing activities of $15,000 related to the Company acquiring resource properties.

During the period ended January 31, 2025, cash provided by financing activities of $878,474 was attributable to $910,035 received from private placements, which was partially offset by share issuance cost of $31,561.

While the information in the Financial Statements has been prepared in accordance with IFRS Accounting Standards on a going concern basis, which presumes the realization of assets and discharge of liabilities in the normal course of business for the foreseeable future, there are conditions and events that cast significant doubt on the validity of this presumption. The Company's ability to continue as a going concern is dependent on the Company's ability to obtain additional debt or equity financing to successfully advance the exploration and development of mineral property interests in its exploration portfolio and to be able to derive material proceeds from the sale or divestiture of those properties and/or other assets. While the Company is making its best efforts in this regard, the outcome of these matters cannot be predicted at this time.

Maxus Mining Inc. (formerly 1475431 B.C. Ltd.)
Management's Discussion and Analysis
For the period from the date of incorporation on April 11, 2024 to January 31, 2025

USE OF PROCEEDS AND MILESTONES

The net proceeds of the private placements during the period ended January 31, 2025 will be used for exploration of the Company's resource properties and for working capital purposes.

During the period ended from the date of incorporation on April 11, 2024 to January 31, 2025, the Company had the following share capital transactions:

On April 11, 2024, the Company issued one common share for the price of $0.01 for gross proceeds of $0.01.
On April 26, 2024, the Company repurchased one common share for return to treasury and cancellation.
On April 26, 2024, the Company closed a private placement and issued 1,500,000 common shares at a price of $0.005 per common share for gross proceeds of $7,500.
On May 16, 2024, the Company issued 9,075,000 flow-through common shares at a price of $0.02 per flow-through common share for gross proceeds of $181,500. The flow-through shares were issued at a premium of $0.015 per common share. As a result, a flow-through premium liability of $136,125 was recorded. Remaining proceeds were allocated using the residual method. As a result, $45,375 was allocated to share capital 45,375.
On June 25, 2024, the Company closed a private placement and issued 5,500,000 common shares at a price of $0.07 per common share for gross proceeds of $385,000.
On January 22, 2025, the Company closed a private placement and issued 3,360,350 special warrants at a price of $0.10 per special warrant for gross proceeds of $336,035 and recorded to reserves.
During the period ended from the date of incorporation on April 11, 2024 to January 31, 2025, the Company recorded $30,924 in share and special warrants issuance costs.

The Company intends to use the gross proceeds to advance the Company's Penny Property exploration project, as well as for general working capital purposes, as estimated below:

	From the Date of Incorporation n April 11, 2024 to January 31, 2025
Total Proceeds	$ 910,035
Expected allocation of net proceeds:
Complete exploration program	260,000
General and administrative costs	160,000
Share and special warrants issuance costs	31,561
Mineral property payments made	65,000
Listing expenses	40,000
Unallocated working capital	353,474
	910,035

The Company achieves its business objectives and milestones through the use of proceeds raised from the private placements to perform due diligence testing on potential mineral exploration properties. In addition, the Company was able to maintain liquidity while meeting operating expenditure obligations and adequate levels of funding to continue as a going concern and support its exploration of mineral claims.

Considering the current uncertainty as to the general market and competitive conditions, the Company continues to maintain its fiscally responsible approach to its mineral exploration activities. In particular, the Company continues to evaluate market conditions on an ongoing basis, with the goal of, among other things: (i) identifying the appropriate time to initiate certain business objectives, and (ii) exploring potential alternatives, viable opportunities to further develop and expand the Company's business.

As such, the Company notes that there may be circumstances where, for sound business reasons, the Company may be required to reallocate funds, including due to demands for shifting focus or investment in mining exploration and/or development activities, requirements for accelerating, increasing, reducing, or eliminating initiatives in response to changes in market, regulations and/or developments in the mining sector generally and in the price of copper, unexpected setbacks, and strategic opportunities, such as partnerships, strategic partners, joint ventures, mergers, acquisitions, and other opportunities.

Maxus Mining Inc. (formerly 1475431 B.C. Ltd.)

Management's Discussion and Analysis

For the period from the date of incorporation on April 11, 2024 to January 31, 2025

SHARE CAPITAL HIGHLIGHTS

During the period ended from the date of incorporation on April 11, 2024 to January 31, 2025, the Company had the following share capital transactions:

On April 11, 2024, the Company issued one common share for the price of $0.01 for gross proceeds of $0.01.
On April 26, 2024, the Company repurchased one common share for return to treasury and cancellation.
On April 26, 2024, the Company closed a private placement and issued 1,500,000 common shares at a price of $0.005 per common share for gross proceeds of $7,500.
On May 16, 2024, the Company issued 9,075,000 flow-through common shares at a price of $0.02 per flow-through common share for gross proceeds of $181,500. The flow-through shares were issued at a premium of $0.015 per common share. As a result, a flow-through premium liability of $136,125 was recorded. Remaining proceeds were allocated using the residual method. As a result, $45,375 was allocated to share capital.
On June 25, 2024, the Company closed a private placement and issued 5,500,000 common shares at a price of $0.07 per common share for gross proceeds of $385,000.
On January 22, 2025, the Company closed a private placement and issued 3,360,350 special warrants at a price of $0.10 per special warrant for gross proceeds of $336,035 and recorded to reserves.
During the period ended from the date of incorporation on April 11, 2024 to January 31, 2025, the Company recorded $30,924 in share issuance costs.

Maxus Mining Inc. (formerly 1475431 B.C. Ltd.)
Management's Discussion and Analysis
For the period from the date of incorporation on April 11, 2024 to January 31, 2025

QUARTERLY FINANCIAL INFORMATION

The following summarizes quarterly financial results of the Company for the last four most recently completed quarters:

	Q4 2025	Q3 2025	Q2 2025	Q1 2025
	$	$	$	$
Net loss and comprehensive loss	20,600	68,690	37	25
Basic and diluted loss per share	0.00	0.00	0.00	0.00

The Company's resource properties are in the exploration stage. The Company has not had revenue from inception and does not expect to have revenue in the near future. The Company's operating results are not seasonal in nature and have been mainly related to the amount of exploration activities in each quarter.

RELATED PARTY TRANSACTIONS

USE OF ESTIMATES AND MATERIAL ACCOUNTING POLICIES INFORMATION

Preparing financial statements requires management to make estimates and assumptions that affect the reported results. The estimates are based on historical experience and other assumptions believed to be reasonable under the circumstances. Critical accounting policies are disclosed in the Financial Statements.

OFF-BALANCE SHEET ARRANGEMENTS

The Company has no off-balance sheet arrangements as at January 31, 2025, or at the MD&A Date.

Maxus Mining Inc. (formerly 1475431 B.C. Ltd.)
Management's Discussion and Analysis
For the period from the date of incorporation on April 11, 2024 to January 31, 2025

PROPOSED TRANSACTIONS

The Company has no undisclosed transactions as at January 31, 2025, or at the date of this MD&A.

SUBSEQUENT EVENTS

The Company has no subsequent events as at January 31, 2025, or at the date of this MD&A.

OUTSTANDING SECURITY DATA

A summary of the number of the Company's issued and outstanding securities is as follows:

	January 31, 2025	MD&A Date
	#	#
Common shares	16,075,000	16,075,000
Special warrants	3,360,350	3,360,350

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

The Company is exposed in varying degrees to a variety of financial instrument related risks. The type of risk exposure and the way in which such exposure is managed is provided as follows:

Credit risk

Liquidity risk

Market risk

Maxus Mining Inc. (formerly 1475431 B.C. Ltd.)
Management's Discussion and Analysis
For the period from the date of incorporation on April 11, 2024 to January 31, 2025

RISKS AND UNCERTAINTIES

The operations of the Company are subject to significant uncertainty due to the high-risk nature of its business, which is the acquisition, exploration, discovery, development and production of rare metals from a portfolio of exploration and development stage assets. The following risk factors could materially affect the Company's financial condition and/or future operating results and could cause actual events to differ materially from those described in forward-looking statements relating to the Company. Additional risks and uncertainties, including those that the Company does not know about now or that it currently deems immaterial, may adversely affect the Company's business.

Resource exploration and development is a speculative business

Resource exploration and development is a speculative business and involves a high degree of risk, including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits but from finding mineral deposits which, though present, are insufficient in size to return a profit from production. The marketability of natural resources that may be acquired or discovered by the Company will be affected by numerous factors beyond the control of the Company. These factors include market fluctuations, the proximity and capacity of natural resource markets, government regulations, including regulations relating to prices, taxes, royalties, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in the Company not receiving an adequate return on invested capital.

Substantial expenditures are required to establish ore reserves through drilling and metallurgical and other testing techniques, determine metal content and metallurgical recovery processes to extract metal from the ore, and construct, renovate or expand mining and processing facilities. No assurance can be given that any level of recovery of ore reserves will be realized or that any identified mineral deposit, even it is established to contain an estimated resource, will ever qualify as a commercial mineable ore body which can be legally and economically exploited. The great majority of exploration projects do not result in the discovery of commercially mineable deposits of ore.

The Company is an early stage company

The Company has only recently commenced operations and has no operating earnings. The likelihood of success of the Company must be considered in light of the problems, expenses and difficulties, complications and delays frequently encountered in connection with the establishment of any business. The Company has limited financial resources and there is no assurance that additional funding will be available to it for further exploration and development of its projects or to fulfil its obligations under applicable agreement. There can be no assurance that the Company will be able to obtain adequate financing in the future or that the terms of such financing will be favourable. Failure to obtain such additional financing could result in delay or indefinite postponement of further exploration and development of the property interest of the Company with the possible dilution or loss of such interest. Further, revenues, financings and profits, if any, will depend upon various factors, including the success, if any, of exploration programs and general market conditions for natural resources. There is no assurance that the Company can operate profitably or that it will successfully implement its plans.

Mining industry is intensely competitive

The Company's business of the acquisition, exploration and development of mineral properties is intensely competitive. Increased competition could adversely affect the Company's ability to attract necessary capital funding or acquire suitable producing properties or prospects for mineral exploration in the future.

Fluctuation of metal prices

The mining industry is intensely competitive and there is no assurance that, even if commercial quantities of a mineral resource are discovered, a profitable market will exist for the sale of the same. There can be no assurance that metal prices will be such that the Company's properties can be mined at a profit. Factors beyond the control of the Company may affect the marketability of any minerals discovered. Metal prices are subject to volatile price changes from a variety of factors including international economic and political trends, expectations of inflation, global and regional demand, currency exchange fluctuations, interest rates and global or regional consumption patterns, speculative activities and increased production due to improved mining and production methods. There can be no assurance that the price of any commodities will be such that any of the properties in which the Company has, or has the right to acquire, an interest may be mined at a profit.

Maxus Mining Inc. (formerly 1475431 B.C. Ltd.)
Management's Discussion and Analysis
For the period from the date of incorporation on April 11, 2024 to January 31, 2025

Significant resources are required to conduct mining exploration activities

Mining exploration requires ready access to mining equipment such as drills, and crews to operate that equipment. There can be no assurance that such resources will be available to the Company on a timely basis or at a reasonable cost. Failure to obtain these resources when needed may result in delays in the Company's exploration programs.

No assurance of profitability

The Company operates at a loss and there is no assurance that the Company will ever be profitable. The Company had a negative operating cash flow since its founding and will continue to for the foreseeable future. The Company cannot predict when it will reach positive operating cash flow.

Uninsured or uninsurable risks

Exploration, development and mining operations involve various hazards, including environmental hazards, industrial accidents, metallurgical and other processing problems, unusual or unexpected rock formations, structural cave-ins or slides, flooding, fires, metal losses and periodic interruptions due to inclement or hazardous weather conditions. These risks could result in damage to or destruction of mineral properties, facilities or other property, personal injury, environmental damage, delays in operations, increased cost of operations, monetary losses and possible legal liability. The Company may not be able to obtain insurance to cover these risks at economically feasible premiums or at all. The Company may elect not to insure where premium costs are disproportionate to the Company's perception of the relevant risks. The payment of such insurance premiums and of such liabilities would reduce the funds available for exploration and production activities.

Financing risks

Although the Company has been successful in the past in obtaining financing through the sale of equity securities, there can be no assurance that it will be able to obtain adequate financing in the future or that the terms of such financing will be favorable. Failure to obtain such additional financing could result in delay or indefinite postponement of further exploration and development of its projects with the possible loss of such properties.

Increased costs

Management anticipates that costs at the Company's projects will frequently be subject to variation from one year to the next due to a number of factors, such as the results of ongoing exploration activities (positive or negative), changes in the nature of mineralization encountered, and revisions to exploration programs, if any, in response to the foregoing. Increases in the prices of such commodities or a scarcity of consultants or drilling contractors could render the costs of exploration programs to increase significantly over those budgeted. A material increase in costs for any significant exploration programs could have a significant effect on the Company's operating funds and ability to continue its planned exploration programs.

Permits and licenses

The operations of the Company will require licenses and permits from various governmental authorities. There can be no assurance that the Company will be able to obtain all necessary licenses and permits that may be required to carry out exploration, development and mining operations at its projects, on reasonable terms or at all. Delays or a failure to obtain such licenses and permits or a failure to comply with the terms of any such licenses and permits that the Company does obtain, could have a material adverse effect on the Company.

Title matters

Although the Company has taken steps to verify the title to the mineral properties in which it has or has a right to acquire an interest in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee title (whether of the Company or of any underlying vendor(s) from whom the Company may be acquiring its interest). Title to mineral properties may be subject to unregistered prior agreements or transfers and may be affected by undetected defects or the rights of indigenous peoples. The Company has investigated title to all of its mineral properties and, to the best of its knowledge, title to all of its properties for which titles have been issued are in good standing.

Maxus Mining Inc. (formerly 1475431 B.C. Ltd.)
Management's Discussion and Analysis
For the period from the date of incorporation on April 11, 2024 to January 31, 2025

Regulatory requirements

The activities of the Company are subject to extensive regulations governing various matters, including environmental protection, management and use of toxic substances and explosives, management of natural resources, exploration, development of mines, production and post-closure reclamation, exports, price controls, taxation, regulations concerning business dealings with indigenous peoples, labour standards on occupational health and safety, including mine safety, and historic and cultural preservation. Failure to comply with applicable laws and regulations may result in civil or criminal fines or penalties, enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions, any of which could result in the Company incurring significant expenditures. The Company may be required to compensate those suffering loss or damage by reason of a breach of such laws, regulations or permitting requirements. It is possible that future laws and regulations, or more stringent enforcement of current laws and regulations by governmental authorities, could cause additional expense, capital expenditures, restrictions on or suspension of the Company's operations and delays in the exploration and development of the Company's properties.

Exploration and mining risks

Fires, power outages, labour disruptions, flooding, explosions, cave-ins, landslides and the inability to obtain suitable or adequate machinery, equipment or labour are other risks involved in the operation of mines and the conduct of exploration programs. Substantial expenditures are required to establish reserves through drilling, to develop metallurgical processes, to develop the mining and processing facilities and infrastructure at any site chosen for mining. Although substantial benefits may be derived from the discovery of a major mineralized deposit, no assurance can be given that minerals will be discovered in sufficient quantities to justify commercial operations or that funds required for development can be obtained on a timely basis. The economics of developing mineral properties is affected by many factors including the cost of operations, variations of the grade of ore mined, fluctuations in the price of nickel or other minerals produced, costs of processing equipment and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals and environmental protection. In addition, the grade of mineralization ultimately mined may differ from that indicated by drilling results and such differences could be material. Short term factors, such as the need for orderly development of ore bodies or the processing of new or different grades, may have an adverse effect on mining operations and on the results of operations. There can be no assurance that minerals recovered in small scale laboratory tests will be duplicated in large scale tests under on-site conditions or in production scale operations. Material changes in geological resources, grades, stripping ratios or recovery rates may affect the economic viability of projects.

Environmental restrictions

The activities of the Company are subject to environmental regulations promulgated by government agencies in different countries from time to time. Environmental legislation generally provides for restrictions and prohibitions on spills, releases or emissions into the air, discharges into water, management of waste, management of hazardous substances, protection of natural resources, antiquities and endangered/threatened species (such as the Mexican Spotted Owl) and reclamation of lands disturbed by mining operations. Certain types of operations require the submission and approval of environmental impact assessments. In addition, such laws and regulations can constrain or prohibit the exploration and development of new projects or the development or expansion of existing projects. Environmental legislation is evolving in a manner which means stricter standards, and enforcement, fines and penalties for non-compliance are more stringent. Environmental assessments of proposed projects carry a heightened degree of responsibility for companies and directors, officers and employees. The cost of compliance with changes in governmental regulations has a potential to reduce the profitability of operations.

Foreign countries and political risk

Any changes in regulations or shifts in political conditions are beyond the control of the Company and may adversely affect its business, or if significant enough, may make it impossible to continue to operate in the country. Operations may be affected in varying degrees by government regulations with respect to restrictions on production, price controls, foreign exchange restrictions, export controls, income taxes, expropriation of property, environmental legislation and mine safety.

Climatic change

The Company's operations in the future may be energy intensive. While the Company will review numerous processes to reduce its overall carbon footprint in future economic studies, such as the use of electric battery powered mining equipment, the Company acknowledges climate change as an international and community concern. Legislation and regulations relating to emission levels and energy efficiency are becoming more rigorous and may result in increased costs at its future operations. While the Company has taken measures to manage the use of energy, such regulatory requirements may have an adverse impact on the Company.

Maxus Mining Inc. (formerly 1475431 B.C. Ltd.)
Management's Discussion and Analysis
For the period from the date of incorporation on April 11, 2024 to January 31, 2025

Potential conflicts of interest

The directors and officers of the Company may serve as directors and/or officers for other public and private companies, including companies in which the Company has invested in, and may devote a portion of their time to manage other business interests. This may result in certain conflicts of interest. To the extent that such other companies may participate in ventures in which the Company is participating, and to the extent that such companies may receive funds from the Company, such directors and officers of the Company may have a conflict of interest in negotiating and reaching an agreement with respect to the extent of each company's participation. The Business Corporations Act (British Columbia), which governs the Company, requires the directors and officers to act honestly, in good faith, and in the best interests of the Company and its shareholders. However, in conflict of interest situations, directors and officers of the Company may owe the same duty to another company and will need to balance the competing obligations and liabilities of their actions. There is no assurance that the needs of the Company will receive priority in all cases. From time to time, several companies may participate together in the acquisition, exploration and development of natural resource properties, thereby allowing these companies to: (i) participate in larger programs; (ii) acquire an interest in a greater number of programs; and (iii) reduce their financial exposure to any one program. A particular company may assign, at its cost, all or a portion of its interests in a particular program to another affiliated company due to the financial position of the Company making the assignment. In determining whether or not the Company will participate in a particular program and the interest therein to be acquired by it, it is expected that the directors and officers of the Company will primarily consider the degree of risk to which the Company may be exposed and its financial position at that time.

Litigation

Defense and settlement costs of legal claims can be substantial, even with respect to claims that have no merit. Like most companies, the Company is subject to the threat of litigation and may be involved in disputes with other parties in the future which may result in litigation or other proceedings. The results of litigation or any other proceedings cannot be predicted with certainty. If the Company is unable to resolve these disputes favourably, it could have a material adverse effect on the Company's business, financial condition and results of operations.

Key executives and outside consultants

The Company is dependent upon the services of key executives, including the directors of the Company, and will be dependent on a small number of highly skilled and experienced executives and personnel if development plans progress. Due to the relatively small size of the Company, the loss of these persons or the inability of the Company to attract and retain additional highly-skilled employees may adversely affect its business and future operations.

The Company has relied upon outside consultants, geologists, engineers and others and intends to rely on these parties for their exploration and development expertise. Substantial expenditures are required to construct mines, to establish mineral resources and reserves estimates through drilling, to carry out environmental and social impact assessments, to develop metallurgical processes and to develop the development, exploration and plant infrastructure at any particular site. 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's business, financial condition and results of operations.

Dividend policy

The Company has not paid any dividends since incorporation and does not anticipate declaring any dividends on the Common Shares in the foreseeable future. The directors of the Company will determine if and when dividends should be declared and paid in the future based on the Company's financial position at the relevant time.

ADDITIONAL INFORMATION

Additional information relating to the Company is available at www.SEDARPLUS.ca.

C-1

CERTIFICATE OF THE COMPANY

Date: February 18, 2025

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

/s/ Scott Walters
Scott Walters
Chief Executive Officer, Director

/s/ Jeremy Fong
Jeremy Fong
Chief Financial Officer and Corporate Secretary

ON BEHALF OF THE BOARD OF DIRECTORS

/s/ Sean Hillacre
Sean Hillacre
Director

/s/ Ranbir Kalan
Ranbir Kalan
Director

CERTIFICATE OF THE PROMOTER

Date: February 18, 2025

/s/ Ranbir Kalan
Ranbir Kalan
Promoter

AI assistant

MAXUS MINING INCORPORATED — Capital/Financing Update 2025

48563_rns_2025-02-18_cd3bb331-aa6b-41e8-9189-0845fd7d8562.pdf

PRELIMINARY PROSPECTUS

MAXUS MINING INC.

TABLE OF CONTENTS

GLOSSARY

PROSPECTUS SUMMARY

Notes:

Summary of Financial Information:

Risk Factors:

CORPORATE STRUCTURE

Name and Incorporation

Inter-corporate Relationships

DESCRIPTION OF THE BUSINESS

Stated Business Objectives

History

THE PENNY PROPERTY

Property Description, Location and Access

Table 1

Map-staked Mineral Claims

Accessibility

History Of Exploration

SCC Resources Inc. 1991:

Nick Gass 1989-1996:

Taranis Resources Inc. 2009:

Kootenay Silver Inc. 2017:

Geological Setting and Mineralization

Regional Geology

Stratigraphy and Sedimentology of the Belt-Purcell

Upper Purcell Stratigraphy

Structural Geology

Property Geology

The Kitchener formation

The Creston formation

The Aldridge formation

Cranbrook Formation

Eager Formation

Faulting

Mineralization

PENNY MAN F 082GNW110

PENNY MAN G 082GNW111

2024 Exploration Program

PENNY MAN H 082GNW112

PENNY MAN J 082GNW114

Deposit Types

Seafloor Sulphide Deposits

Stratabound Disseminated Sulphide Deposits

Veins Mesozoic veins.

Exploration

Soil Sampling

Stream Sediment Sampling

Rock Sampling

Petrography

Drilling

Sample Preparation, Analysis and Security

2024 Procedures

Data Verification

Table 2

Select Author Check Assays

Mineral Processing and Metallurgical Testing

Mineral Resource Estimates

Adjacent Properties

Other Relevant Data and Information

Interpretation and Conclusions

Recommendations

USE OF AVAILABLE FUNDS

Funds Available and Principal Purposes

Business Objectives and Milestones

DIVIDENDS OR DISTRIBUTIONS

Dividends

MANAGEMENT’S DISCUSSION AND ANALYSIS

Disclosure of Outstanding Security Data

Common Shares

Stock Options

Warrants

Special Warrants

Additional Disclosure for Junior Issuers

DESCRIPTION OF SECURITIES DISTRIBUTED

Common Shares

MAXUS MINING INCORPORATED Capital/Financing Update 2025