New Target Mining Corp. — Capital/Financing Update 2021

Jan 23, 2021

A copy of this preliminary prospectus has been filed with the securities regulatory authorities in British Columbia, Alberta and Ontario but has not yet become final for the purpose of the sale of securities. Information contained in this preliminary prospectus may not be complete and may have to be amended. The securities may not be sold until a receipt for the prospectus is obtained from the securities regulatory authorities.

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. The securities offered hereby have not been and will not be registered under the United States Securities Act of 1933, as amended, and, subject to certain exceptions, may not be offered, sold or delivered, directly or indirectly in the United States of America, its territories or possessions. This prospectus does not constitute an offer to sell or solicitation of an offer to buy any of these securities within the United States. See "Plan of Distribution".

PRELIMINARY PROSPECTUS

Initial Public Offering January 22, 2021

NEW TARGET MINING CORP.

OFFERING:

3,000,000 COMMON SHARES AT A PRICE OF \$0.15 PER SHARE

This prospectus (the "Prospectus") qualifies for distribution in British Columbia, Alberta and Ontario 3,000,000 Common Shares (as defined herein) (the "Shares") of New Target Mining Corp. (the "Company") at a price of \$0.15 (the "Offering Price") per Share (the "Offering"). This Offering is being made to investors resident in British Columbia, Alberta and Ontario. In addition, the Agent may offer the Shares outside of Canada and the United States in compliance with local securities laws and in accordance with the Agency Agreement (as defined herein). The Offering Price and terms of the Offering have been determined by arms-length negotiation between the Company and Canaccord Genuity Corp. (the "Agent").

The Company has applied to list the Common Shares of the Company, including the Shares and Broker Warrant Shares (as defined herein) on the Exchange (as defined herein). The listing is subject to the Company fulfilling all of the listing requirements of the Exchange, including prescribed distribution requirements. The listing of the Common Shares on the Exchange is a condition of closing of this Offering. There can be no assurance that the Company will meet all of the listing requirements of the Exchange.

	Number of Shares	Price to the Public	Agent's Commission(2)	Net Proceeds(2)(3)
Share Offering	3,000,000	\$450,000	\$36,000	\$414,000
Per Share(1)	1	\$0.15	\$0.012	\$0.138

(1) The price of the Shares was determined by arms-length negotiations between the Company and the Agent.

(2) Under the terms of an agency agreement between the Agent and the Company dated ●, 2021 (the "Agency Agreement") the Offering will be conducted on a commercially reasonable efforts basis. Upon completion of the Offering (as defined herein), the Agent will receive non-transferable Common Share purchase warrants (the "Agent's Warrants") entitling it to acquire that number of Common Shares (the "Broker Warrant Shares") equal to 8% of the number of Shares issued pursuant to the Offering. Each Agent's Warrant is exercisable at a price of \$0.15 per Broker Warrant Share at any time on or before the date which is twenty-four (24) months from the Closing Date (as defined herein). The Agent shall receive a cash commission equal to 8% of the gross proceeds of the Offering (the "Commission"). The Agent will also receive a corporate finance fee of \$25,000 (the "Corporate Finance Cash Fee"), and will be reimbursed for its expenses related to the Offering, including the fees and disbursements of its legal counsel. The Agent has received a retainer of \$15,000 for such expenses. The Agent's Warrants are qualified for distribution by this Prospectus.

(3) Before deduction of the costs of the Offering, including the expenses of the Agent, legal and audit expenses of the Company, and regulatory fees, estimated at \$84,000 and the Corporate Finance Cash Fee. See "Use of Proceeds".

The completion of this Offering is subject to a minimum subscription of 3,000,000 Shares with aggregate gross proceeds of \$450,000 (the "Minimum Offering"). If subscriptions representing the Minimum Offering are not received within 90 days of the issuance of a receipt for the final Prospectus, or if a receipt has been issued for an amendment to the final Prospectus, within 90 days of the issuance of such receipt and in any event not later than 180 days from the date of receipt for the final Prospectus, the Offering will cease. The Agent, pending closing of the Minimum Offering, will hold in trust all subscription funds received pursuant to the provisions of the Agency Agreement. If the Minimum Offering is not completed, the subscription proceeds received by the Agent in connection with the Offering will be returned to the subscribers without interest or deduction.

Potential investors are advised to consult their own legal counsel and other professional advisors in order to assess income tax, legal and other aspects of this investment.

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

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 outside Canada and the United States of America (other than the Alternative Investment Market of the London Stock Exchange or the PLUS markets operated by PLUS Markets Group plc).

An investment in the securities offered hereunder by the Company should be considered speculative due to the nature of the business of the Company, its present stage of development, and other risk factors. Investors should not invest any funds in this Offering unless they can afford to lose their entire investment. Investors must be willing to rely on the ability, expertise, judgment and discretion of the management. See "Risk Factors".

Unless otherwise noted, all currency amounts in this Prospectus are stated in Canadian dollars.

Readers should not assume that the information contained in this Prospectus is accurate as of any date other than the date on the cover page of this Prospectus.

The Company is neither a "connected issuer" nor a "related issuer" of the Agent as defined in National Instrument 33-105 – Underwriting Conflicts.

Agent's Position	Maximum Number of Securities Available	Exercise Period or Acquisition Date	Exercise Price or Deemed Acquisition Price
Agent's Warrants	240,000	Twenty-four (24) months from the Closing Date	\$0.15
Total securities issuable	240,000

The Agent's position is as follows:

This Prospectus qualifies the distribution of the Shares and the Agent's Warrants. See "Plan of Distribution".

Investments in natural resource issuers involve a significant degree of risk. The degree of risk increases substantially where the issuer's properties are in the exploration stage as opposed to the development stage. The property that the Company currently holds an interest in is in the exploration stage and without known bodies of commercial ore. An investment in the Shares should only be made by persons who can afford the total loss of their investment. See the section of this Prospectus entitled "Risk Factors".

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

Canaccord Genuity Corp., as Agent, offers the Shares on a commercially reasonable efforts basis subject to prior sale if, as and when issued by the Company in accordance with the conditions contained in the Agency Agreement referred to under "Plan of Distribution" of this Offering. Subscriptions will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice. No person is authorized to provide any information or make any representation in connection with the Offering other than as contained in this Prospectus.

Certain legal matters related to the Offering have been reviewed on behalf of the Company by AFG Law LLP and on behalf of the Agent by Miller Thomson LLP.

It is expected that share certificates evidencing the Shares in definitive form will be available for delivery at the closing of the Offering unless the Agent elects for electronic delivery through the non-certificated inventory ("NCI") system of CDS Clearing and Depository Services Inc. ("CDS") or its nominee. If delivered in NCI form, purchasers of Shares will receive only a customer confirmation from the registered dealer that is a CDS participant and from or through which the Shares were purchased.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	1
ELIGIBILITY FOR INVESTMENT	3
PROSPECTUS SUMMARY	3
The Company	3
The Scarlett Property	4
The Offering	4
Net Proceeds	4
Use of Proceeds	4
Risk Factors	5
Summary of Financial Information	5
Currency	6
CORPORATE STRUCTURE	6
GENERAL DEVELOPMENT OF THE BUSINESS	6
History	6
Business of the Company	6
Trends	8
Economic Dependence	8
Employees	8
NARRATIVE DESCRIPTION OF THE BUSINESS	8
Stated Business Objectives	8
Scarlett Property	8
Property Description and Location	10
Accessibility, Climate, Local Resources, Infrastructure and Physiography	14
History	15
Geological Setting and Mineralization	20
Deposit Type	27
Exploration	35
Sample Preparation, Analyses and Security	50
Data Verification	51
Mineral Processing and Metallurgical Testing	53
Mineral Resource Estimates	56
Interpretation and Conclusions	57
Recommendations	58
USE OF PROCEEDS	59
Proceeds	59
Funds Available	59
Business Objectives and Milestones	61
DIVIDENDS OR DISTRIBUTIONS	61
SELECTED FINANCIAL INFORMATION	61
AND MANAGEMENT DISCUSSION AND ANALYSIS	61
Selected Annual Information	62
Management's Discussion and Analysis	62
DESCRIPTION OF SECURITIES DISTRIBUTED	62
Authorized and Issued Share Capital	62
Common Shares	63

	Agent's Warrants	64
	CONSOLIDATED CAPITALIZATION	64
	OPTIONS TO PURCHASE SECURITIES	64
	Incentive Stock Options and Stock Option Plan	64
	Agent's Warrants	65
	PRIOR SALES	65
ESCROWED SECURITIES		66
Escrowed Securities		66
	PRINCIPAL SHAREHOLDERS	68
DIRECTORS AND OFFICERS		68
	Corporate Cease Trade Orders or Bankruptcies	70
	Penalties or Sanctions	71
	Personal Bankruptcies	71
	Conflicts of Interest	71
	AUDIT COMMITTEE AND CORPORATE GOVERNANCE	71
Audit Committee		71
	Corporate Governance	73
	EXECUTIVE COMPENSATION	75
	INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS	77
PLAN OF DISTRIBUTION		77
	Shares	77
	RISK FACTORS	79
	PROMOTERS	89
LEGAL PROCEEDINGS		89
	INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS	90
	RELATIONSHIP BETWEEN THE COMPANY AND AGENT	90
	AUDITORS	90
	REGISTRAR AND TRANSFER AGENT	90
	MATERIAL CONTRACTS	90
INTERESTS OF EXPERTS		90
	OTHER MATERIAL FACTS	91
	PURCHASERS' STATUTORY RIGHT OF WITHDRAWAL AND RESCISSION	91
FINANCIAL STATEMENTS		91
SCHEDULE A	AUDIT COMMITTEE CHARTER
SCHEDULE B	AUDITED FINANCIAL STATEMENTS FOR THE PERIOD FROM INCORPORATION ON JULY 28, 2020 TO OCTOBER 31, 2020
SCHEDULE C	MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE PERIOD FROM INCORPORATION ON JULY 28, 2020 TO OCTOBER 31, 2020
	CERTIFICATE OF COMPANY…………………………………………………………………………………………C-1
	CERTIFICATE OF PROMOTER……………………………………………………………………………………………C-2
	CERTIFICATE OF AGENT……………………………………………………………………………………………….C-3

GLOSSARY

"Agency Agreement" means the agency agreement dated ●, 2021 between the Agent and the Company relating to the Offering.

"Agent" means Canaccord Genuity Corp.

"Agent's Warrants" means the non-transferable compensation warrants to purchase up to that number of Broker Warrant Shares equal to 8% of the Shares sold under the Offering, exercisable for a period of twenty-four (24) months from the Closing Date at \$0.15 per Broker Warrant Share, issuable to the Agent as described under the heading "Plan of Distribution".

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

"Broker Warrant Shares" means the Common Shares issuable on exercise of the Agent's Warrants.

"Closing" means the closing of the Offering.

"Closing Date" means such date that the Company and the Agent mutually determine to close the sale of the Shares offered pursuant to this Prospectus, in compliance with the regulatory requirements governing distribution of securities.

"Commission" means the cash commission payable to the Agent pursuant to the Agency Agreement, which commission is equal to 8% of the gross proceeds from the sale of the Shares.

"Common Share" means a Class A common share without par value in the capital of the Company.

"Company" means New Target Mining Corp.

"Effective Date" means the date that is three (3) days after the date of the final Exchange bulletin giving notice of the approval by the Exchange of the listing of the Common Shares on the facilities of the Exchange.

"Escrow Agent" means Computershare Investor Services Inc.

"Exchange" or "TSXV" means the TSX Venture Exchange.

"Listing Date" means the date on which the Common Shares are listed on the Exchange.

"NI 41-101" has the meaning ascribed thereto on the cover page of this Prospectus.

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

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

"Offering" means the Offering of Shares as described in this Prospectus.

"Offering Price" means \$0.15 per Share.

"Optionor" means Infiniti Drilling Corporation, a private British Columbia corporation (a company owned and controlled by Kristian Whitehead, P.Geo). that is the registered and beneficial owner of the claims comprising the Scarlett Property.

"Property" or the "Scarlett Property" or the "Scarlett Gold Property" means the ten (10) mineral claims comprising a total of approximately 1,473.23 hectares in the New Westminster Mining Division, Mission, British Columbia, to which the Company has an option to acquire 100% interest, right and title pursuant to the Property Option Agreement.

"Property Option Agreement" means the option agreement dated August 5, 2020, as amended on October 30, 2020 and December 16, 2020, made between the Company and the Optionor relating to the Property.

"Prospectus" means the preliminary or final prospectus with respect to the Offering, as the case may be.

"Shares" means the 3,000,000 Common Shares offered for sale under this Prospectus.

"Stock Option Plan" means the Company's stock option plan adopted on October 9, 2020 by the Board and providing for the granting of incentive stock options to the Company's directors, officers, employees and consultants.

"Subscriber" means a person or other entity that subscribes for Shares under the Offering.

"Technical Report" means the technical report dated effective January 11, 2021 entitled "Technical Report on the Scarlett Gold Property" prepared in accordance with the requirements of NI 43-101, authored by Afzaal Pirzada, P.Geo. (the "Author"), an independent consulting geologist and Qualified Person, addressed to the Company in respect of the Property.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Prospectus contains "forward-looking information" within the meaning of applicable Canadian securities legislation. These statements include statements relating to the plans, expectations and assumptions concerning the Scarlett Property, the timing and budget for exploration and the anticipated exploration programs on the Scarlett Property as set forth in the Technical Report, the expected cash needs and anticipated use of proceeds from this Offering, statements with respect to geological interpretation, and statements concerning the financial condition, operating strategies and operating and legal risks of the Company.

In particular, this Prospectus contains forward-looking statements pertaining to the following:

• the principal business carried on and intended to be carried on by the Company;
• proposed expenditures for exploration and development work on the Scarlett Property in accordance with the recommendations of the Technical Report, and general and administrative expenses relating to the business of the Company;
• the completion and timing of the proposed exploration program on the Scarlett Property;
• the size and price of the Offering and the terms and conditions of the Offering;
• the timing and closing of the Offering, including the receipt for this Prospectus, in a timely manner, of regulatory and other required approvals;
• the listing of the Common Shares on the Exchange, including the Company fulfilling all applicable listing requirements;
• the ability and intention of the Company to raise further capital to achieve its business objectives; and
• effects of COVID-19 (as defined herein) outbreak as a global pandemic.

The Company uses the words "anticipate," "continue," "likely," "estimate," "expect," "may," "could," "will," "project," "should," "believe" and similar expressions to identify forward-looking statements. Statements that contain these words discuss the Company's future expectations, contain projections or state other forwardlooking information. Although the Company believes the expectations and assumptions reflected in those forward-looking statements are reasonable, the Company cannot make any assurances that these expectations and assumptions will provide to be correct. The Company's actual results, performance or achievements could differ materially from those expressed or implied in these forward-looking statements as a result of unknown risks, uncertainties, assumptions or the factors described under "Risk Factors' in this Prospectus and other factors set forth in this Prospectus, including, but not limited to:

• results of exploration at the Scarlett Property;
• the economic viability of exploration at the Scarlett Property;
• the Company's ability to raise necessary capital to finance continued exploration of the Scarlett Property;
• the Company's ability to retain key management and mining personnel necessary to successfully operate the Company's business strategy; and
• the effects of COVID-19 outbreak as a global pandemic and expectations regarding the level of disruption to exploration at the Scarlett Property as a result.

Such forward-looking statements are also based on a number of assumptions made by the Company in light of the experience and perception of historical trends, current conditions and expected future developments which may prove to be incorrect, including for example, assumptions that: the Offering will be completed; the timelines to be established for the exploration of the Scarlett Property will be within general industry experience; the costs of exploration activities will not deviate significantly from recent trends; the Company will be able to retain key personnel; general business and economic conditions will be consistent with recent trends; the availability and final receipt of required approvals, licenses and permits; sufficient working capital; access to adequate services and supplies; commodity and precious metal prices; interest rates; access to capital and debt markets and associated costs of funds; availability of a qualified work force; that the Company will be able to procure equipment and supplies in sufficient quantities and on a timely basis; that engineering and exploration timetables and capital costs for the Company's exploration plans are not incorrectly estimated or affected by unforeseen circumstances or adverse weather conditions; that any environmental and other proceedings or disputes are satisfactorily resolved; that the Company maintains its ongoing relations with its business partners and governmental authorities; the future operations of the Company on its properties; and the effects of COVID-19 on the global economy and the ability of the Company to secure adequate staff and equipment for the operations of the Company as well as a safe environment that follows recommended COVID-19 safety protocols.

Many of these factors are beyond the Company's ability to control or predict. Readers of this Prospectus should not unduly rely on any of the forward-looking statements. These statements speak only as of the date of this Prospectus. Readers should not place undue reliance on forward-looking statements. Except to the extent as required by applicable securities laws in Canada, the Company does not undertake to revise these forwardlooking statements to reflect future events or developments. 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 under the heading "Risk Factors".

Forward-Looking information is disclosed under the headings "Use of Proceeds" and "Risk Factors".

NOTE TO INVESTORS

An investor should rely only on the information contained in this Prospectus and is not entitled to rely on certain parts of the information contained in this Prospectus to the exclusion of others. Neither the Company nor the Agent has authorized anyone to provide investors with additional or different information. Neither the Company nor the Agent is offering to sell these securities in any jurisdictions where the offer or sale is not permitted. The information contained in this Prospectus is accurate only as of the date of this Prospectus, regardless of the time of delivery of this Prospectus or any sale of the Shares. The Company's business, financial condition, results of operations and prospects may have changed since the date of this Prospectus.

TECHNICAL INFORMATION

Technical information relating to the Property contained in this Prospectus is derived from, and in some instances is an extract from, the Technical Report.

Reference should be made to the full text of the Technical Report which has been filed with Canadian securities regulatory authorities pursuant to NI 43-101 (as defined herein) and is available for review under the Company's profile on SEDAR at www.sedar.com.

The Company is a mineral exploration company and its Property is in the mineral exploration stage only. The degree of risk increases substantially where an issuer's properties are in the mineral exploration stage as opposed to the development or operational stage. An investment in the Shares is speculative and involves a high degree of risk and should only be made by persons who can afford the total loss of their investment. Prospective investors should consider the risk factors in connection with an investment in the Company as set out under the heading "Risk Factors".

ELIGIBILITY FOR INVESTMENT

In the opinion of AFG Law LLP, counsel to the Company, based on the current provisions of the Income Tax Act (Canada) (the "Act") and the regulations thereunder, in force as of the date hereof, and any specific proposals to amend the Act publicly announced by or on behalf of the Minister of Finance Canada prior to the date hereof, provided that, at the particular time, the Common Shares are listed on a "designated stock exchange" (as such term is defined in the Act and which currently includes tier 2 of the Exchange) or the Company is otherwise a "public corporation" (as such term is defined in the Act), the Common Shares will, at such particular time, be "qualified investments" under the Act for a trust governed by a registered retirement savings plan ("RRSP"), a registered retirement income fund ("RRIF"), a registered education savings plan ("RESP"), a deferred profit sharing plan, a registered disability savings plan ("RDSP") and a tax-free savings account ("TFSA"), each as defined under the Act (collectively, the "Plans").

The Common Shares are not currently listed on a designated stock exchange and the Company is not currently a "public corporation", as that term is defined in the Tax Act. The Company has applied to list the Common Shares on the Exchange as of the day before the Closing of the Offering, followed by an immediate halt in trading of the Common Shares in order to allow the Company to satisfy the conditions of the Exchange and to have the Common Shares listed and posted for trading prior to the issuance of the Common Shares on the Closing of the Offering. The Company must rely on the Exchange to list the Common Shares on the Exchange and have them posted for trading prior to the issuance of the Common Shares on the Closing of the Offering and to otherwise proceed in such manner as may be required to result in the Common Shares being listed on the Exchange at the time of their issuance on Closing. If the Common Shares are not listed on the Exchange at the time of their issuance on the Closing of the Offering and the Company is not otherwise a "public corporation" at that time, the Common Shares will not be qualified investments for the Plans at that time.

Notwithstanding that the Common Shares may be a qualified investment for a trust governed by an RRSP, RRIF, RESP, RDSP or TFSA (a "Registered Plan"), the annuitant of the RRSP or RRIF, the subscriber under an RESP or the holder of a TFSA or RDSP, as the case may be, (the "Controller") will be subject to a penalty tax in respect of Common Shares acquired by a Registered Plan if such Common Shares are a "prohibited investment" for the particular Registered Plan. The Common Shares will generally be a "prohibited investment" of a Registered Plan if the Controller of the Registered Plan does not deal at arm's length with the Company for the purposes of the Act or has a "significant interest" (as defined in subsection 207.01(4) of the Act) in the Company. In addition, the Common Shares will not be a "prohibited investment" if the Common Shares are "excluded property" as defined in the Act for a Registered Plan.

Purchasers who intend to hold Common Shares in their Plans, should consult their own tax advisors in regard to the application of these rules in their particular circumstances.

PROSPECTUS SUMMARY

The following is a summary of the Company, investment highlights, and the principal features of the Offering and should be read together with, and is qualified in its entirety by, the more detailed information and financial data and statements contained elsewhere in this Prospectus. Readers are directed to carefully review this Prospectus in its entirety.

The Company

The Company is a mineral resource company engaged in the identification, acquisition and exploration of mineral properties primarily in the Province of British Columbia. See "Business of the Company". The Company's main emphasis is the exploration of the Scarlett Property located in the New Westminster Mining Division, Mission, British Columbia, to which the Company has an option to acquire 100% undivided interest in pursuant to the Property Option Agreement. The Scarlett Property is more specifically described below in this Prospectus under the heading "Narrative Description of the Business".

The Scarlett Property

Pursuant to the terms of the Property Option Agreement, the Company has the option to acquire a 100% undivided interest in the Property. Pursuant to the Property Option Agreement, the Company agreed to, over a forty-eight month period: (a) make cash payments to the Optionor in the aggregate amount of \$127,000; (b) issue to the Optionor 1,350,000 Common Shares; and (c) incur a minimum of \$800,000 in exploration expenditures on the Property.

The Property consists of ten (10) mineral claims comprising a total of approximately 1,473.23 hectares in the New Westminster Mining Division, Mission, British Columbia.

The Technical Report on the Property, dated effective January 11, 2021, was completed by the Author who is a "Qualified Person" as defined in NI 43-101. See "Narrative Description of the Business".

The Offering

Minimum Offering of 3,000,000 for aggregate gross proceeds of \$450,000.

Issue Price is \$0.15 per Share (the Commission of up to \$0.012 per Share shall be paid to the Agent out of the gross proceeds of the Offering). The Agent will also receive the Agent's Warrants.

The Prospectus qualifies the distribution of the Agent's Warrants.

See "Plan of Distribution".

Net Proceeds

The net proceeds of the Offering after deduction of the Commission will be \$414,000 before deduction of the costs of the Offering, which are estimated to be \$84,000 and the Corporate Finance Cash Fee of \$25,000. The total gross proceeds of the Offering will be \$450,000. The Agent's Commission will be \$36,000 and net proceeds to the Company will be \$414,000.

Use of Proceeds

The gross proceeds to the Company from the sale of the Shares will be \$450,000. The total funds available to the Company at the Closing, after deducting the estimated expenses of the Offering of \$84,000, the Agent's Commission of \$36,000 and the Corporate Finance Cash Fee of \$25,000 and including working capital as at December 31, 2020 of approximately \$177,175, are estimated to be \$482,175. The Company intends to expend available funds for the following principal purposes over the twelve (12) month period following the Listing Date:

	Minimum
of the Phase I exploration program on the Property(1) Cost	\$212,080
Property payment pursuant to the Property Option Agreement within 12 months of the Effective Date(1)	\$20,000
General and administrative costs for 12 months(2)	\$145,000
Unallocated working capital	\$105,095
TOTAL	\$482,175

(1) See "Narrative Description of the Business".

(2) The Company estimates that its general and administrative costs will include transfer agent fees of \$6,000, professional fees (including legal and audit) of \$25,000, geological consulting fees of \$20,000, director and management fees (including accounting fees) of \$54,000, investor relations fees of \$30,000 and Exchange fees of \$10,000.

The Company has had a negative operating cash flow since the commencement of its activities and in its most recently completed financial year and will continue to for the foreseeable future. See "Use of Proceeds" and "Risk Factors".

Although the Company intends to expend the proceeds from the Offering as set out above, the amount actually expended for the purposes described above could vary significantly depending on, among other things, the price of gold and copper, 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.

Risk Factors

An investment in the Shares should be considered highly speculative and investors may incur a loss on their investment. The Company has an option only to acquire an interest in the Scarlett Property. There is no guarantee that the Company will be able to meet its obligations under the Property Option Agreement. The risks, uncertainties and other factors, many of which are beyond the control of the Company, that could influence actual results include, include but are not limited to the following: exploring mineral properties is high risk; insufficient capital; limited operating history; lack of operating cash flow; there is not presently an active market for the Company's Common Shares; the future price of the Company's Common Shares will vary depending on factors unrelated to the Company's performance or intrinsic fair value; the Company's ability to discovery commercial quantities of ore is uncertain; the Company's ability to market ore discovered by the Company is uncertain and dependent on variables beyond the Company's control and subject to a high degree of variability and uncertainty; the Company's ability to develop commercially marketable ore depends on variables that are unknown at this time; 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; the Company does not have a guarantee of title; uncertainties about the resolution of Aboriginal rights in British Columbia may affect the Company; community groups; global financial conditions may impact the Company's ability to raise additional funds; the COVID-19 pandemic is impacting mining operations and the global economy; property interests; the future price of gold is uncertain and may be lower than expected; climate change may making mining operations more expensive; 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; obtaining and renewing licenses and permits; the Company operates in an environment with significant environmental and safety regulations and risks; regulatory requirements; volatility of mineral prices; infrastructure; risks associated with acquisitions; dependence on management; the Company is subject to legal and political risks; adverse general economic conditions; claims and legal proceedings; force majeure; uncertainty of use of proceeds; some of the Company's directors have significant involvement in other companies in the same sector; the value of the Shares may be significantly diluted; price volatility of publicly traded securities; and reporting issuer status. See the section entitled "Risk Factors" for details of these and other risks relating to the Company's business. An investment in the Shares is suitable for only those investors who are willing to risk a loss of their entire investment and who can afford to lose their entire investment. Subscribers should consult their own professional advisors to assess the income tax, legal and other aspects of an investment in the Shares.

Summary of Financial Information

The following selected financial information is subject to the detailed information contained in the financial statements of the Company and notes thereto appearing elsewhere in the Prospectus. The selected financial information is derived from the audited financial statements for the financial period from incorporation on July 28, 2020 to October 31, 2020. The Company has established October 31, 2020 as its financial year end. See "Selected Financial Information and Management Discussion and Analysis".

From Incorporation on July 28, 2020 to
October 31, 2020

	(audited)
Total Revenues	-
Exploration Expenditures	\$113,287
Professional Fees	\$9,800
General and Administrative Expenses	\$1,740
Stock-based compensation expense	\$Nil
Net Loss and Comprehensive Loss for the Period	\$13,040
Loss per share (basic and diluted)	\$0.00
Total Assets	\$368,599
Total Liabilities	\$40,095
Cash dividends per share	\$Nil

Currency

Unless otherwise indicated, all currency amounts herein are stated in Canadian Dollars.

CORPORATE STRUCTURE

Name, Address and Incorporation

The Company was incorporated on July 28, 2020 under the name "New Target Mining Corp." pursuant to the Business Corporations Act (British Columbia).

The Company's head office and registered and records office are located at Suite 510 – 580 Hornby, Vancouver, British Columbia, V6C 3B6.

Intercorporate Relationships

The Company has no subsidiaries.

GENERAL DEVELOPMENT OF THE BUSINESS

History

The Company is involved in the identification, acquisition and exploration of mineral properties primarily in the Province of British Columbia. Since incorporation, the Company has taken the following steps in developing its business: (i) identified and acquired a mineral property interest with sufficient merit to warrant exploration; (ii) raised funds to progress the Company's exploration activities on its mineral property, as described herein; (iii) completed the Technical Report on the Scarlett Property; and (iv) retained directors, officers and employees with the skills required to successfully operate a public mineral exploration company.

The directors and officers of the Company have experience in mineral exploration and development and several potential prospects were examined commencing immediately upon incorporation. On August 5, 2020, the Company entered into the Property Option Agreement, pursuant to which the Company was granted the sole and irrevocable right and option to acquire 100% interest in the Scarlett Property. Information regarding the Scarlett Property and the particulars of the material terms of the Property Option Agreement are described in greater detail below.

Business of the Company

The principal business activities carried on by the Company since incorporation and expected to be carried on during the current financial year is exploration operations on the Scarlett Property. Throughout the remainder of its current financial year, the Company intends to continue to fulfill its obligations under the Property Option Agreement, and undertake the Phase I exploration program on the Scarlett Property as recommended in the Technical Report. While exploration of the Scarlett Property and commitments under the Property Option Agreement are the Company's current and foreseeable focus, during that same time period, the Company may also assess other mineral properties and potentially seek to acquire interests in such properties if the Company determines such properties have certain geologic or economic merit and if the Company has adequate financial resources to pursue such acquisitions.

The Company entered into the Property Option Agreement dated August 5, 2020, as amended on October 30, 2020 and December 16, 2020, with the Optionor, pursuant to which the Company was granted an irrevocable and exclusive option to acquire a 100% interest in the Property. The Optionor holds the mineral claims which comprise the Property. The Optionor and Kristian Whitehead (the owner and operator of the Optionor) are at arm's length to the Company.

In order to exercise its option to acquire a 100% interest in the Property, pursuant to the terms of the Property Option Agreement, the Company is required to, over a forty-eight month period following the Listing Date: (a) make cash payments to the Optionor in the aggregate amount of \$127,000; (b) issue to the Optionor 1,350,000 Common Shares; and (c) incur a minimum of \$800,000 in exploration expenditures on the Property, in accordance with the schedule as set out under "Narrative Description of the Business – Scarlett Property" below.

To the date of this Prospectus, the Company has raised \$341,544 through the sale of Common Shares by way of private placements. See "Prior Sales".

Competitive Conditions

The mineral exploration industry is competitive, with many companies competing for the limited number of precious and base metals acquisition and exploration opportunities that are economic under current or foreseeable metals prices, as well as for available investment funds. Competition is also high for the recruitment of qualified personnel and equipment.

Government Regulation

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

The Company believes that it is and will continue to be in compliance in all material respects with applicable statutes and the regulations passed in Canada, but no assurance can be given that the same will not be changed or that any such changes would not have material adverse effects on the Company's activities. There are no current orders or directions relating to the Company with respect to the foregoing laws and regulations.

Environmental Regulation

The Company's mineral exploration activities are subject to various federal, provincial and local laws and regulations, as applicable, governing protection of the environment. In general, these laws are amended often and are becoming more restrictive. The Company's policy is to conduct its business in a way that safeguards public health and the environment. The Company believes that its operations are conducted in material compliance with applicable environmental laws and regulations.

Since its incorporation, the Company has not had any material environmental incidents or non-compliance with any applicable environmental laws or regulations. The Company estimates that it will not incur material capital expenditures for environmental control facilities during the current fiscal year and in the future unless the Company transitions from a mineral exploration company to a development and/or production.

Other Property Interests and Mining Claims

The Company currently has no other interests other than as described in this Prospectus.

Trends

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

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

Economic Dependence

The Company's business is not dependent on any contract to sell the major part of its products or services or to purchase the major part of its requirements for goods, services or raw materials, or on any franchise or licence or other agreement to use a patent, formula, trade secret, process or trade name upon which its business depends. It is not expected that the Company's business will be affected in the current financial year by the renegotiation or termination of contracts or subcontracts. The Company has an option to acquire a 100% undivided interest in the Property pursuant to the Property Option Agreement. There is no guarantee that the Company will be able to meet its obligations under the Property Option Agreement.

Employees

As of October 31, 2020, the Company had no employees. As the Company expands its activities, it is probable that it will hire employees and may engage additional consultants.

NARRATIVE DESCRIPTION OF THE BUSINESS

Stated Business Objectives

The Company is a natural resource company engaged in the acquisition and exploration of mining properties. The Company's principal focus since incorporation for the foreseeable future is exploration operations on the Scarlett Property to which the Company holds a 100% option to acquire. The Company commenced operations on the Scarlett Property in August 2020. To the date of this Prospectus, the Company has incurred expenditures totaling \$113,287 in respect of the Scarlett Property, consisting of consisting of \$100,308 in exploration costs and \$12,979 in acquisition costs pursuant to the Property Option Agreement and for staking fees.

The Company intends on expending existing working capital and net proceeds raised from the Offering to pay the balance of the estimated costs of this Offering, to undertake exploration on the Scarlett Property, make required cash payments under the Property Option Agreement, to pay general and administrative costs for the next twelve months and for working capital.

Scarlett Property

Property Option Agreement

The Scarlett Property consists of ten (10) mineral claims comprising a total of approximately 1,473.23 hectares in the New Westminster Mining Division, Mission, British Columbia.

On August 5, 2020, the Company entered into the Property Option Agreement with the Optionor, pursuant to which the Company may earn and acquire a 100% right, title and interest, subject only to a 1% net smelter return royalty payable to the Optionor, in the Scarlett Property by:

• (a) making a total of \$127,000 cash payments to the Optionor as follows:
• 1. \$12,000 within 10 days after execution and delivery of the Property Option Agreement (paid);
• 1. \$20,000 by the 12-month anniversary of the Effective Date;
• 1. \$20,000 by the 24-month anniversary of the Effective Date;
• 1. \$25,000 by the 36-month anniversary of the Effective Date; and
• 1. \$50,000 by the 48-month anniversary of the Effective Date,
• (b) issuing a total of 1,350,000 Common Shares to the Optionor as follows;
• 1. 150,000 Common Shares within 10 days after the Effective Date;
• 1. 200,000 Common Shares by the 12-month anniversary of the Effective Date;
• 1. 200,000 Common Shares by the 24-month anniversary of the Effective Date;
• 1. 300,000 Common Shares by the 36-month anniversary of the Effective Date; and
• 1. 500,000 Common Shares by the 48-month anniversary of the Effective Date, and
• (c) incurring minimum expenditures on the Scarlett Property of not less than an aggregate of \$800,000 according to the following schedule:
• 1. \$200,000 on or before the 12-month anniversary of the Effective Date;
• 1. an additional \$200,000 by the 24-month anniversary of the Effective Date;
• 1. an additional \$200,000 by the 36-month anniversary of the Effective Date; and
• 1. an additional \$200,000 by the 48-month anniversary of the Effective Date.

The cash payments, Common Share issuances and exploration expenditures on the Property may be accelerated at the Company's option.

On October 30, 2020, one additional mineral claim became part of the Property Option Agreement pursuant to the area of common interest provision to bring the total number of claims under the Property Option Agreement to ten (10).

The Property Option Agreement grants the Company an option only. The Company is, therefore, not obligated to meet any of the above option obligations in the event that it chooses to terminate the Property Option Agreement and abandon the Property for any reason. The Company may terminate the Property Option Agreement at any time on notice to the Optionor prior to exercise of the Option. The Property Option Agreement will be deemed to be terminated by the Company if: (a) the Company fails to make any payments, issue any Common Shares or complete any exploration expenditures by the dates set out in the Property Option Agreement and any such failure persists for more than 45 days following the due date for any such payment, issuance or expenditure or (b) the Effective Date has not occurred by March 31, 2021.

Pursuant to the Property Option Agreement, the Company is entitled to be the operator with respect to all exploration work to be carried out on the Property for the duration of the option. Upon completion by the Company of all of its obligations under the Property Option Agreement, it will have earned a 100% undivided interest in the Property, subject only to a 1% net smelter returns royalty payable to the Optionor upon commencement of commercial production.

Further pursuant to the Property Option Agreement, if at any time a party stakes or otherwise acquires, directly or indirectly, a right to any mining claim, licence, lease, grant, concession, permit patent or other mineral property located wholly or partly within five (5) km of the outermost boundary of the Scarlett Property as of the date of execution of the Property Option Agreement, the other party has the right to require such acquired rights to be subject to the Property Option Agreement.

The following information has been excerpted from the Technical Report, a technical report prepared in accordance with NI 43-101 titled "Technical Report on the Scarlett Gold Property" prepared by the Author, Afzaal Pirzada, P.Geo., a Qualified Person (as defined in NI 43-101), dated effective January 11, 2021. During the period of the Offering, the Technical Report is available at the registered office of the Company, Suite 510 – 580 Hornby, Vancouver, British Columbia, V6C 3B6, where it may be examined during normal business hours and on the Company's profile on SEDAR at www.sedar.com. Certain maps and figures are not included in the Prospectus, but they may be viewed in the Technical Report. The following information has been revised in respect of certain references. Prospective purchasers are encouraged to read the Technical Report in its entirety.

Property Description and Location

The Scarlett Gold Property consists of ten mining claims, covering approximately 1,473.23 hectares land located in the New Westminster Mining Division, Mission, British Columbia (Figures 1 and 2). The Scarlett Gold Property claims are located approximately 65 kilometres from Vancouver, BC.

The Property is currently owned 100% by the Optionor (287680) (100%). Pursuant to the Property Option Agreement, the Company holds an option to acquire a 100% interest in the claims comprising the Property by making cash payments, Common Shares issuances and exploration expenditures as follows:

In order to exercise the option, the Company must, over a forty-eight month period: (a) make cash payments to the Optionor in the aggregate amount of \$127,000; (b) issue to the Optionor 1,350,000 Common Shares; and (c) incur a minimum of \$800,000 in exploration expenditures on the Property. See "Narrative Description of the Business – Property Option Agreement" for a detailed a detailed payment and expenditure schedule.

If the Company exercises the option and acquires the Property then it will be subject to a 1% net smelter returns royalty payable to the Optionor upon the commencement of commercial production.

The Property mineral claims were staked using the British Columbia Mineral Titles Online ("MTO") website. With the British Columbia mineral claim staking system there can be no internal fractions or open ground. In response to COVID 19 pandemic situation all mineral and placer claims that have a good to /expiry date before December 31, 2021 have been given extra time to register work or payment instead of work. Enough work or payment in lieu of work must be registered on or before December 31, 2021 to bring the good to/expiry date of the claim into good standing. The claim status is shown as "PROTECTED" on the MTO website. Any claim that has not been brought into good standing by December 31, 2021 will forfeit, as its good to/expiry date will be in the past.

The Author undertook a search of the tenure data on the MTO website which confirms the geospatial locations of the claims boundaries title information provided by the Company.

There were no historical Mineral Resource and Mineral Reserve estimates given.

The Mineral Tenure Act Regulation in British Columbia describe registering exploration and development for a mineral claim. The value of exploration and development required to maintain a mineral claim for one year is provided below:

Mineral Claim - Work Requirement:

• \$5 per hectare for anniversary years 1 and 2;

• \$10 per hectare for anniversary years 3 and 4;

• \$15 per hectare for anniversary years 5 and 6; and

• \$20 per hectare for subsequent anniversary years

The other option is payment in lieu of work which is double the amount mentioned in the above schedule. The claims are protected until December 31, 2021, thereafter, annual work of \$7,366.15 will be required to for year 1 and 2 to keep these claims in good standing.

Mineral rights in British Columbia do not include surface rights. The surface rights on the Scarlett Property are held by the Crown and a "Notice of Work and Reclamation Program" permit is required for drilling, trenching, setting up a camp and other intrusive work. There are no known environmental liabilities and no permits have been applied for or acquired for the Property. Uranium and thorium exploration is not allowed in British Columbia. No permits are required to carry out the recommended phase 1 work program on the Property. There are no other known risks that may affect access, title or right to perform work on the Property.

Claim data is summarized in Table 1, a map showing the claims is presented in Figure 2.

		Table 1: Claim Data
--	--	---------------------	--

Title Number	Claim Name	Owner	Title Type	Map Number	Issue Date	Good To Date	Status	Area (Ha)
1073677	SCARLETT	INFINITI DRILLING CORPORATION, (287680) (100%)	Mineral Claim	092G	2020/JAN/04	2028/SEP/01	*PROTECTED	84.18
1073777	BARB	INFINITI DRILLING CORPORATION, (287680) (100%)	Mineral Claim	092G	2020/JAN/09 2028/SEP/01		PROTECTED	63.14
1073803	KRISTIAN	INFINITI DRILLING CORPORATION, (287680) (100%)	Mineral Claim	092G	2020/JAN/10 2028/SEP/01		PROTECTED	42.09
1076794	SCARLETT EXTENSION	INFINITI DRILLING CORPORATION, (287680) (100%)	Mineral Claim	092G	2020/JUN/16	2028/SEP/01	PROTECTED	105.22
1079326	SCARLETT 6	INFINITI DRILLING CORPORATION, (287680) (100%)	Mineral Claim	092G	2020/OCT/30	2021/OCT/30	PROTECTED	273.67
1077638	SCARLETT 5	INFINITI DRILLING CORPORATION, (287680) (100%)	Mineral Claim	092G 2020/JUL/28 2028/SEP/01			PROTECTED	168.36
1077675	SCARLETT 4	INFINITI DRILLING CORPORATION, (287680) (100%)	Mineral Claim	092G	2020/JUL/30	2028/SEP/01	PROTECTED	84.2
1077676	SCARLETT 3	INFINITI DRILLING CORPORATION, (287680) (100%)	Mineral Claim	092G	2020/JUL/30	2028/SEP/01	PROTECTED	147.3

1077677	SCARLETT 2	INFINITI DRILLING CORPORATION, (287680) (100%)	Mineral Claim	092G	2020/JUL/30	2028/SEP/01	PROTECTED	126.29
1077678	SCARLETT 1	INFINITI DRILLING CORPORATION, (287680) (100%)	Mineral Claim	092G	2020/JUL/30	2028/SEP/01	PROTECTED	378.78
TOTAL AREA (HECTARES)

Note: Current Owner INFINITI DRILLING CORPORATION (287680) (100%)

*PROTECTED from forfeiter until December 31, 2021 due to COVID 19 situation

Figure 1: Property Location Map

Figure 3: Physiographic and Mineral Occurrences Map

Accessibility, Climate, Local Resources, Infrastructure and Physiography

Access

The Scarlett Gold Property has good year-round road access from Vancouver British Columbia via Trans-Canada highway / BC1 E, then taking highway BC 7B at Mary Hill Bypass to Dewdney Trunk Road and Stave Lake. From Stave Lake Powerhouse, driving for approximately 20 km on a gravel road along Stave Lake provides access to the Property. A network of logging roads and trails traverse the mineral claim (Figure 2).

Climate

A mild climate prevails in the Property area, with warm, dry summers and autumns, and short winters. Dry forest conditions, usually in August, occasionally elevate the forest fire hazard to extreme. This may prompt a closure of forest lands which usually occur during the periods between July and October. Average temperature in summer is: high 23 deg C; low 12 deg C during the months of July and August, and average temperature in winter is: high 6 deg C; low 1 deg C during the months of December and January. Average annual precipitation is 997 mm (39 inches), and annual hours of sunshine are 1845 hours. Generally, exploration work can be performed throughout the year except for a few days of exceptional heavy snow which can restrict access to the Property.

Physiography

Elevations of the Scarlett Property mineral claims range from 280 to 400 metres above sea level. Most of the Property area has gentle to moderate topography. Most of the area has been logged and is in various stages of regrowth with cedar, fir, alder and maple trees. The bush varies from dense second growth to clear-cut areas. Traverses on foot are difficult over much of the area due to thick bush and need trail cutting to carry out soil sampling and ground geophysics along a grid.

Local Resources and Infrastructure

The Property has excellent infrastructure support, located near the Vancouver Lower Mainland. Several cities of various sizes are located within half hour to just over an hour drive from the Property, including Mission, Maple Ridge, Burnaby, Surrey, Langley and Abbotsford, (Figure 4). The term "lower mainland" can have different interpretations; for some people it is equivalent to a "Greater Vancouver", while others would include everything out to Abbotsford or even Hope in the East. In the Technical Report the Author has used it to describe the area from Vancouver in the west to Hope in the East, and from the American border to the South, to the town of Whistler and the Sunshine Coast to the North.

There are two main airports, Vancouver Internal Airport (YVR) and Abbottsford International Airport (YXX), and several floatplane bases. Vancouver is connected by rail, and road to rest of Canada and the USA. Vancouver port is a major hub for international trade and plays a vital economic role by connecting consumers and businesses with the global marketplace and supporting local employment. BC Hydro's Stave Lake Dam powerhouse is located about 25 kilometres from the Property and has an upgraded capacity of 90 megawatts. Vancouver has offices of hundreds of junior mining companies and a source of skilled exploration and mining workforce.

Figure 4: Map of Lower Mainland Vancouver

History

General History

The Fraser River Valley area in general was prospected during the 1860's gold rush which was originated from the discovery of placer gold in the Fraser River. Early reports of gold in quartz veins came from Hairsine Creek in the Stave Lake Dam area, the Ruskin dam area and the Hayward Lake area near Stave Falls. In the Alouette Lake – Stave Lake area free gold was known to occur in quartz veins in the early stages of the gold rush but it was not until 1938 that efforts were made to carry out some mining work and small scale production of gold in the area (AR 12915, 1984). In 1938, free gold was mined on 79 Hill near the headwaters of Seventy-nine Creek, located to the south of the Property (AR 16404, 1988) (Figure 6).

In 2009, then Property owner Chai Cha Na Mining Inc. of Mississauga, Ontario discovered two gold, silver and copper showings on the Property known as Jewelry Box and Boom Box veins shortly after the area was exposed during the construction of a logging road. Rock chip samples along the exposed outcrop were collected, logged into a database and shipped to ALS Chemex of North Vancouver for gold and multi element analysis. There was no additional follow up work conducted by this operator.

					Figure 5: 2009 ALS Chemex Rock Chip Sample Results Certificate

ALS Chemex EXCELLENCE IN ANALYTICAL CHEMISTRY ALS Canada Ltd. 2103 Dollarton Hwy North Vancouver BC V7H GA7 ALS Phone: 604 984 0221 Fax: 604 984 0218 www.alschemex.com				To: CHAI CHA NA MINING INC. 3045 SOUTHCREEK ROAD #11 Total # Pages: 2 (A - C) MISSISSAUGA ON L4X 2E9 Finalized Date: 19-NOV-2009 Account: CHACHA								Page: 2 - A
									Project: 001	CERTIFICATE OF ANALYSIS
															VA09129182
Sample Description	Method Analyte Units 1.0R	WEI-21 Recycl VM. kg 0.02	Au-GRAZY Au porn 0.05	ME-ICP41 Ag zon: 0.2	ME-ICP41 Al $\mathbf{v}_k$ 0.01	ME-ICP41 As ppm $\overline{z}$	ME-ICPAY ٠ ppm NB	ME-ICP41 Ba ppm 10	MEACP41 ite. DOWN 0.5	ME-ICP41 Bi. ppm $\mathbf{z}$	ME-ICP41 Ca x 0.01	ME-ICP41 Cd com 0.5	ME-ICP41 Co ppm. ٠	ME-ICP41 Cr. point ×	ME-ICP41 Cu. ppen. $\mathbf{H}$	ME-ICP41 Fe $\mathbf{u}$ 0.01
H540801 H540802 H540803 H540804		0.22 0.68 1.36 0.88	92.6 58.4 0.17 0.13	24.9 21.2 0.4 0.3	0.33 3.60 0.75 2.23	$\overline{\mathbf{z}}$ $\ddot{\phantom{a}}$ 3 3	$-10$ $-10$ < 10 510	20 80 30 30	$-0.5$ $-0.5$ $-0.5$ $-0.5$	4 ۵ Q $\overline{a}$	0.15 1.41 0.29 0.70	3.1 10.6 $-0.5$ 1.7	6 12 5 $\theta$	a 14 12 tt	9280 2380 73 73	1.79 2.87 1.25 2.79
H540805 H540806 H540807		1.60 1.14 2.46	0.10 1.41 33.6	0.2 28 19.4	2.20 1.59 0.65	$\overline{z}$ 14 12	$-10$ 510 410	30 50 20	$+0.5$ 40.5 $+0.5$	$^{42}$ 13 $\overline{a}$	0.79 0.44	1.0 $-0.5$	13 91	٠ $\overline{u}$	34 85	2.21 7.49
H540808 H540809 H540810		1.22 1.22 1.62	0.43 0.52 0.42	0.6 0.4 0.3	2.94 2.22 2.56	ă s 13	580 510 $50 - 50$	50 50 70	$-0.5$ $-0.5$ $-0.5$	$\overline{2}$ $\epsilon$ 2 $\mathbf{2}$	0.18 1.10 0.83 0.99	148.0 0.8 0.6 $-0.5$	50 44 $\dot{\mathbf{u}}$ 29	٠ 10 11. 13	2490 139 58 62	4.73 3.20 2.67 3.01
H540811 H540812 H540813		1.42 1.16 1.76	0.23 $-0.05$ $-0.05$	0.4 $-22$ 0.2	1.80 2.61 2.10	12 z $\overline{\mathbf{z}}$	$50 - 50$ 510 $50 -$	50 130 60	$-0.5$ $-0.5$ $-0.5$	$\overline{z}$ $\overline{\mathbf{z}}$ x2	0.75 0.80 0.68	$-0.5$ $-0.5$ $-0.8$	18 11 12	11 11 11	43 12 23	2.79 2.88 2.66
			Sample Description		Method Analyte Units LOR		WEI-21 Recvd Wt. kg 0.02	Au-GRA21 Au ppm 0.05		ME-ICP41 Ag ppm 0.2
		H540801 H540802 H540803					0.22 0.68 1.36	92.6 58.4 0.17		24.9 21.2 0.4
		H540804 H540805					0.88 1.60	0.13 0.10	0.3 0.2
		H540806 H540807 H540808 H540809					1.14 2.46 1.22 1.22	1.41 33.6 0.43 0.52		2.8 19.4 0.6 0.4
		H540810					1.62	0.42	0.3
		H540811 H540812 H540813					1.42 1.16 1.76	0.23 < 0.05 < 0.05	0.4 0.2	<0.2

Figure 6: 2009 ALS Chemex Rock Chip Sample Results Map, Jewelry Box Vein Outcrop

Photo 1: 2009 ALS Chemex Rock Chip Sample Results Photo, Jewelry Box Vein Outcrop

On June 13, 2020 a crew of 4 geologists from the Longford Exploration Group conducted an initial review of the Property to establish road conditions and accessibility as well as to collect due diligence rock grab samples from both the Jewelry Box and Boom Box Veins.

Photo 2: Jewelry Box Vein Samples collected on June 13, 2020 by the Longford Exploration Group

Photo 3: Boom Box Vein Samples collected on June 13, 2020 by the Longford Exploration Group

The Longford Exploration Group submitted a total of 7 due diligence samples to Bureau Veritas of Vancouver, BC for gold and multi element analysis utilizing the following analytical procedures:

Procedure	Number of	Code Description	Test	Report	Lab
Code	Samples		Wgt(g)	Status
PRP70-500	7	Crush, split and pulverize 500g rock to 200 mesh			VAN
FS631	7	Metallic Sieve 500g to 150 mesh			VAN
Split +150 mesh	7	Analysis sample split/packet			VAN
Split -150	7	Analysis sample split/packet			VAN
FS631	7	Metallics Fire Assay for Au	30	Completed	VAN
AQ200	7	1:1:1 Agua Regia digestion ICP-MS analysis	0.5	Completed	VAN
FA530	4	Lead collection fire assay 30G fusion - Grav finish	30	Completed	VAN
AQ374	3	1:1:1 Agua Regia Digestion ICP-ES Finish	0.4	Completed	VAN
AQ371		1:1:1 Agua Regia Digestion ICP-ES Finish	0.1	Completed	VAN

Table 2: Longford Exploration Group Due Diligence Rock Sample Assay Procedures

Table 3: Longford Exploration Group Due Diligence Sample Assay Results

Client: Longford Exploration Services Ltd. 460-688 West Hastings St. Vancouver British Columbia V6B 1P1 Canada REAU MINERAL LABORATORIES VERITAS Canada
Bureau Veritas Commodities Canada Ltd. Project: Scarlett
9050 Shaughnessy St Vancouver British Columbia Report Date: August 07, 2020 PHONE (604) 253-3158
CERTIFICATE OF ANALYSIS
Method	WGHT	M 150	FA430	FS600	FS600	FS600	AQ200	AQ200	AQ200	AQ200	AQ200
Analyte	Wat	TotWt	-Au	+Au	$+Wt$	TotAu	Мо	Cu	PЬ	Zn	Ag
Unit	kg	g	ppm	ppm	g	ppm	ppm	ppm	ppm	ppm	ppm
MDL	0.01	1	0.005	0.05	0.01	0.05	0.1	0.1	0.1	1	0.1
F5667060 Rock	1.02	464	0.024	0.08	24.87	< 0.05	0.3	8.9	7.1	77	40.1
E5667061 Rock	1.54	451	1.844	8.11	27.48	2.23	0.9	940.8	9.2	49	2.7
E5667062 Rock	2.06	461	>10	205.90	26.97	41.25	14.5		3170.2 > 10000 > 10000
											22.1
E5667063 Rock	1.79	452		>10 1664.06	23.40	253.86	3.8		6682.2 >10000 >10000		90.9
E5667064 Rock	2.45	497		>10 1622.47	21.85	275.16	3.2		5148.6 >10000 >10000		56.3
E5667065 Rock	0.48	376	>10	114.69	24.37	54.63	2.0	4835.1	258.0	214	18.4

Geological Setting and Mineralization

Regional Geology

The Scarlett Gold claims are underlain by Coast Plutonic rocks. The coastal mountains are a part of the Fraser Belt, one of the world's great eugeosynclines. The Fraser Belt participated in tectonic activity from late Paleozoic to the end of the Mesozoic, and possibly into the Tertiary. This activity involved sedimentation, vulcanism, regional folding, metamorphism and the development of large masses of plutonic rocks. Geological survey of Canada ("GSC") geologists mapped a part of the Coast Mountain Range at 1 inch: 1 mile and 1 inch: 4-miles scales and published the data in the form of 3 maps and a detailed report. Of the mountainous area covered in the Technical Report, about 80 per cent is underlain by plutonic rocks. Engulfed in these rocks are pendants consisting of sedimentary, volcanic, and metamorphic rocks. Because of their isolation in structurally complex pendants, and the lack of fossils and distinctive lithologies, the relationships between separate bodies of these rocks are extremely difficult to establish. These rocks have been mapped as individual formations but because of the limitation imposed by the mapping scale (1 in: 4miles), thick assemblages of strata have been lumped into groups as discussed below.

Twin Island Group

The Twin Islands Group probably contains the oldest rocks in the area, but its age has not been definitely established. This group comprises numerous isolated bodies of medium- to high-grade metamorphic rocks engulfed in large areas of plutonic rocks. It consists of mesozonal metamorphic rocks of volcanic and sedimentary origin. In order of decreasing abundance, the rocks composing this group are granulite, amphibolite, micaceous quartzite, phyllite, schist, and gneiss, with minor conglomerate, meta-andesite, rhyodacite, and hornfels. These rocks are commonly granitized, but as they contain rare granitic pebbles, they are not older than all the granitic rocks. Indirect evidence suggests that the Twin Islands Group is pre-Jurassic, and possibly late Paleozoic.

Bowen Island Group

Also thought to be pre-Jurassic are the altered andesitic flows and tuffs of the Bowen Island Group. The most abundant rock (possibly 75 per cent) in the group is a massive greenstone, derived apparently from tuffs and flows of calcic andesite composition. Locally it shows faint schistosity which parallels the interbedded sediments. The flows are locally amygdaloidal and porphyritic. The greenstone is normally dark grey-green and fine grained, and where least altered consists chiefly of hornblende and andesine. Although altered, most of the rocks in this group are much less metamorphosed than the Twin Islands Group and are possibly somewhat younger. Parts of the Bowen Island Group are granitized and cut by plutonic rocks. A few granitic pebbles, however, were found in this group also.

The Cultus Formation

The Cultus Formation consists mainly of blackish, salty, medium-bedded argillite with minor interbeds of shale, siltstone, fine greywacke, shaly limestone, and silicified argillite. Hillhouse (1956, p. 25) reported that a complete gradation exists between true argillite and greywacke. The greywackes consist mainly of shale and argillite fragments, with some fragments of volcanic rock, quartz, and plagioclase. Most of the argillite beds are 2 to 3 inches thick, and the greywacke beds may be as thick as 7 feet although much thinner in most places. The Cultus Formation is relatively unmetamorphosed, in sharp contrast with the highly metamorphosed rocks of Permian (and/or older) age which, outside the map-area, have been thrust over the Cultus Formation from the southeast. The Formation contains fossils of Lower and Middle Jurassic age, is present only in the southeastern part of Pitt Lake map-area and is in fault contact with rocks of the Twin Islands Group.

The Harrison Lake Formation

The Harrison Lake Formation comprises a thick assemblage of porphyritic andesite and dacite. The characteristic rocks of this formation are metamorphosed, porphyritic andesite and dacite, containing phenocrysts of plagioclase and commonly of quartz. Most of these rocks fall near the dividing line between andesite and dacite. These, for convenience, are hereafter referred to as andesites. East of Pitt Lake map-area the formation contains coarse agglomerate and breccia which was not observed farther west. In Hope map-area Crickmay (1930b) found Middle Jurassic fossils in this formation. It appears to overlie unconformably rocks of the Chilliwack Group (Permian and older), and is overlain, possibly conformably, by beds containing Middle or early Upper Jurassic fossils. The Harrison Lake Formation forms several pendants in Pitt Lake map-area.

The Fire Lake Group

The Fire Lake Group consists primarily of a thick assemblage of strata of sedimentary and volcanic origin centered largely about Fire Lake in the northeastern part of Pitt Lake map-area. The group consists of three parts, the oldest of which is chiefly fine-grained, thinly bedded granulite, with minor andesite, limestone, and conglomerate. The middle part is composed chiefly of dark slate and argillite, with minor greywacke.

The upper part consists chiefly of a thick greenstone formation made up of medium-grained plagioclase fragments in a very fine-grained, tuffaceous matrix, chlorite schist, and minor conglomerate, quartzite, and greywacke. Fossils found in this group indicate that it is Upper Jurassic to Lower Cretaceous. Granitic debris is more common in this group than in any of the preceding units, but it is also cut and altered by plutonic rock. The group seems to be equivalent to the Gambier Group to the west.

The Gambier Group

The Gambier Group appears to lie unconformably on plutonic rocks in the Howe Sound area. The unconformity is marked by a coarse basal conglomerate bearing numerous granitic cobbles, and seems to be nearly vertical on Gambier Island, and dips gently to the southeast on Mount Seymour. The group can be roughly divided into three units, but at no place in the area mapped are all units well exposed, although most of the group appears to be present in the Brunswick Mountain area and on Gambier Island. The best exposed section of the Gambier Group is on Brunswick Mountain, but is not very satisfactory, owing to discontinuous outcrops and possible structural complexity. Nevertheless, this section is the best known and its subdivisions are as follows: the oldest unit comprises andesitic flows (commonly porphyritic) and pyroclastic rocks; bottom not exposed, but at nearby Alberta Bay these rocks grade into coarse breccias and conglomerate containing granitic debris. The middle unit is composed mainly of dark argillite and slate with some interbedded fine-grained quartzite, grey arkose and quartzite, and dark fractured slates. The upper unit is composed of interbedded andesites and slaty tuffs (top not present). The group has undergone low temperature hydrothermal alteration and in places has been more severely altered by later granitic rock.

The Helm Formation

The Helm Formation, present only in the northwest corner of Pitt Lake map-area, consists of sedimentary strata, the upper part of which have been granitized. The Helm Formation is so named from its exposures on the southwestern, southern, and eastern margins of Helm Glacier. This formation underlies a total area of about 6 square miles of which about 25 per cent is concealed beneath ice of Quaternary volcanic rocks. The succession of sediments from Panorama Ridge on the southwest to the slopes above Cheakamus Lake on the northeast can be subdivided into 5 more or less distinct members. The lowest member, fully exposed on the south face and west end of Panorama Ridge, is made up almost exclusively of arenaceous sedimentary rocks: bluish-gray argillaceous quartzites and less common pale greenish greywackes predominate, conglomerates, containing granitic fragments, and argillites occur in a few widely scattered beds. The second member, present but rather poorly exposed on and near the eastern end of Panorama Ridge, consists of massive argillaceous quartzites and slaty argillites. Most of the third member is concealed by the eastern part of Helm Glacier, but limited exposures occur near both source and terminus of this body of ice. At the base, near the eastern tongue of Helm Glacier, a zone of conglomerate and quartzite rests with a sharp but apparently conformable contact on the underlying argillites of the second member; the corresponding beds, 1.5 miles (2.4 km) southeast, are quartzites and calcareous sandstones. The middle part of the succession consists of coarse sandstone characterized by grains of both clear and bluish-opalescent quartz and by abundant dark minerals, overlain by pale-greyish-brown calcareous sandstone and sandy limestone. In the upper part of the member, made up chiefly of dark argillaceous quartzite, slaty argillite is conspicuous. The fourth member consists predominantly of stratified argillite with minor quartzite. Rocks still higher in the succession, exposed north and northeast of Corrie Peak, have been dynamically metamorphosed, and their original character is uncertain. They now consist of amphibole and amphibole-biotite gneisses containing abundant quartz and plagioclase.

Roddick has examined several associated, similarly deformed formations contain Upper Cretaceous fossils, leading him to the belief that the Helm Formation is also about that age. Continental sediments mainly of Eocene age unconformably overlie granitic rocks along the southern front of the mountainous area. Associated with them are several basalt flows or sills.

In the Mount Garibaldi area Quaternary volcanism has built mountain peaks on the already high standing granitic terrane, and obstructed drainage in some of the valleys. Much of this volcanism seems to have taken place during the Pleistocene, but some is post-glacial.

About 80 per cent of the bedrock in the report area is plutonic rock (including migmatite). Although the exact percentages are of little significance, the relative order of magnitude may be true for the plutonic rocks throughout much of the· Coast Mountains. The most abundant single type is without question a quartz diorite containing more hornblende than biotite. This type forms from 25 to 30 per cent of all the plutonic rock in the map-area. The next most abundant single type is biotite>hornblende quartz diorite, which constitutes about 20 per cent of the plutonic rock. Hornblende diorite, gabbro, and migmatite amount to about 24 per cent of Pitt Lake map-area and only about 18 per cent of the Vancouver North Coquitlam areas. The disparity reflects the large migmatitic zone in the northern part of Pitt Lake map-area, and a more generally valid figure would probably fall between 15 and 20 per cent.

Figure 7: Regional Geological Map

Property Geology

These claims are located near the upper Stave River about 25 kilometres from the head of Stave Lake. The foliated quartz diorite / tonalite of this area contains veins of quartz. Pods of molybdenite are scattered irregularly in the quartz. Selected samples are reported to have yielded 1 to 2 percent molybdenum. Throughout the area are numerous cappings of Mesozoic to Cenozoic Sedimentary rocks, the majority of which are probably roof pendants. The lithologies range from sandstone, shale and/or conglomerate with minor tuffs. The rocks of Coast plutonic Intrusives range in composition from granite to migmatite with inclusions of older sedimentary rocks and greenstone.

The Stave Lake Pendent as described by Roddick is the most pronounced geological feature exposed intermittently over a distance of approximately two miles (3.2 km) along the eastern shore of Stave Lake. It contains many areas of plutonic rocks and could perhaps be termed a migmatitic zone rather than a pendant. Exposures of these rocks are restricted to shore cliffs, as the terrain, after rising sharply from the lake to about 2,000 feet (610 m), levels off into a low-relief surface covered by glacial drift and a heavy forest. Consequently, the eastern limits of the Stave Lake pendant are not accurately known. The lake-shore exposures reveal a lightcoloured, massive, granulitic-textured porphyry which grades into complex migmatitic zones containing much hornblende quartz diorite and hornblende diorite. In its less altered form, the porphyry is composed of very finegrained quartz and plagioclase crystals, averaging 0.02 mm in diameter and forming a granular matrix with much larger (1-4 mm) plagioclase phenocrysts. The matrix consists of considerable sericite, with magnetite and some pale green chlorite, but no other mafic minerals. Many of the plagioclase phenocrysts have been broken and the fractures filled with the fine-grained granulitic matrix material. Where more altered, the rock contains numerous irregularly shaped quartz and plagioclase porphyroblasts and a small amount of granulitic material, resulting in an extremely complex texture. Although at this stage former plagioclase phenocrysts have been destroyed, they remain roughly outlined by dense patches of sericite. Megascopically this rock has a plutonic appearance while still far from that stage microscopically.

The Scarlett Gold claims lie in the northern portion of the area between Alouette lake and Stave lake. The rocks underlying this area belong to Coast mountain intrusives as mapped by GSC geologist J.A. Roddick at 1 inch: 4 miles scale. The northern part has been mapped as Quartz Diorite having greater amounts of hornblende than biotite. The southern part which is located south of the Property claims has been mapped as Diorites in which hornblende is the only mafic mineral. The medium-grained quartz diorite contains about 10% mafic minerals like hornblende and biotite: hornblende being more abundant than biotite. The rocks have been subjected to shearing with accompanying fracturing. Facture filling silicification, and quartz veining in shear zones are common.

Mineralization

The foliated quartz diorite of the Scarlett Property area contains veins of quartz with subordinate amounts of sphalerite, pyrite, galena, chalcopyrite, and bornite all of which filled in the interstices of variably fractured and brittlely deformed quartz crystals. Petrographic studies show that alteration is in the form of weak to strong white mica, epidote and chlorite. In the strongly altered rock, anhedral medium-grained crystals of quartz are associated with irregularly shaped replacement patches of white mica, chlorite, biotite, amphibole, epidote, and rutile. Subordinate and heterogeneously dispersed crystals of plagioclase are intergrown with the quartz. It should be noted that depth, width, and continuity of mineralization encountered to date is not currently known.

Photo 4: Quartz veining and structures within tonalite (August 2020 Property visit)

Photo 5: Photo of a sawn, in situ, grab sample of the Jewelry Box Vein

Photo 6: Photo of a sawn, in situ, grab sample of the Boom Box Vein

Figure 8: Local Geology Map

Deposit Type

Porphyry Copper-Gold Deposits

Porphyry deposits are large, low to medium grade deposits in which primary minerals are dominantly structurally controlled and which are spatially and genetically related to felsic to intermediate porphyritic intrusions. Their formation is related to magma emplacement at relatively high levels in the crust, where the circulation of hydrothermal fluids facilitates scavenging, mobilizing and deposition of metals.

Porphyry copper systems are defined as large volumes of hydrothermally altered rock centered on porphyry copper stocks that may also contain skarn, carbonate-replacement, sediment-hosted, and high and intermediate sulphidation epithermal base and precious metal mineralization.

Importance

Porphyry copper deposits account for approximately two-thirds of global copper production and more than 95% of world molybdenum production. Porphyry deposits are also major sources of gold, silver, and tin; significant byproducts include Re, W, Pd, Te and Se.

Geographic Distribution

Porphyry deposits occur throughout the world in a series of extensive, relatively narrow, linear metallogenic provinces. They are predominantly associated with Mesozoic to Cenozoic orogenic belts in western North and South America, around the western margin of the Pacific Basin, and in the Tethyan orogenic belt in eastern Europe and southern Asia. However, major deposits also occur within Paleozoic orogens in Central Asia and eastern North America and, to a lesser extent, within Precambrian terranes.

Geographic Distribution within British Columbia

Late Triassic to Early Jurassic Cu-Au and Cu-Mo porphyry deposits of the Stikine and Quesnel terranes are collectively the most important group of deposits in British Columbia. They include such long-time producers as Highland Valley, Gibraltar, Copper Mountain, Brenda, and Afton; projects such as Mt. Milligan, red Chris, Schaft Creek, Brucejack, and Kerr-Sulphuretts-Mitchell (KSM) are all moving towards production or are currently producing. Host intrusions range from 210 Ma (Galore, Highland Valley) to 183 Ma (Mt. Milligan). The abundance of porphyry and other deposits marks Stikinia and Quesnelia as remarkably rich metallotects, comparable to the modern arc setting of Papua New Guinea.

Grade and Tonnage

Porphyry deposits are large and range in size from tens of millions to billions of tonnes. In typical porphyry Cu + Mo + Au deposits, grades range from 0.2 to 1.0% Cu, <0.01 to 0.05% Mo, and 0.0 to 1.0 g/t Au. Some porphyry deposits exhibit exceptional size along with grade such as the Grasberg deposit in Indonesia, with a resource greater than 2.5 billion tonnes grading 1.1% Cu and 1.04 g/t Au.

Tectonic Setting

Porphyry Cu system are generated mainly in magmatic arc environments subjected to broadly contractional settings, marked by crustal thickening, surface uplift and rapid exhumation. Porphyry Cu deposits are typically located in volcanic or sub-volcanic environments in subduction-related, continental and island-arc settings.

Fault and fault intersections are invariably involved in determining the formational sites and geometries of porphyry Cu systems and their constituent parts. Some investigators emphasize the importance of intersections between continental-scale transverse fault zones and arc-parallel structures for porphyry Cu.

Geological Setting

Porphyry deposit occurs in close association with porphyritic epizonal and mesozonal intrusions. There is a close temporal relationship between magmatic activity and hydrothermal mineralization. Commonly located in volcanic or sub-volcanic environments, host rocks typically include volcanics, intrusives (which may or may not be coeval with country rock) and volcano-sedimentary, epiclastic and pyroclastic rocks.

The composition of intrusions associated with porphyry deposits varies widely and appears to exert a fundamental control on the metal content of the deposits. Intrusive rocks associated with porphyry Cu-Au and porphyry Au deposits tend to be low-silica, relatively mafic and primitive in composition, ranging from calcalkaline dioritic and granodioritic plutons to alkalic monzonitic rocks. Porphyry Cu and Cu-Mo deposits are associated with intermediate to felsic, calc-alkaline intrusive rocks ranging from granodiorite to granite in composition.

Alteration

Hydrothermal alteration is extensive and typically zoned on a deposit scale as well as around individual veins and fractures. Alteration zones on a deposit scale commonly consist of an inner potassic + sodic core characterized by K-feldspar and / or biotite (+ amphibole + magnetite + anhydrite), and an outer, more extensive zone of propylitic alteration that consists of quartz, chlorite, epidote, calcite and locally, albite associated with pyrite. Zones of phyllic (quartz + sericite + pyrite) and argillic alteration (quartz + illite + pyrite + kaolinite + montmorillonite + calcite) may be a part of the zonal pattern between the potassic and propylitic zones, or can be irregular or tabular, younger zones superimposed on older alteration and sulphide assemblages.

Alteration mineralogy is controlled in part by the composition of the host rocks, and by the composition of the mineralizing system. In mafic host rocks with significant iron and magnesium, biotite is the dominant alteration mineral in the potassic alteration zone, whereas K-feldspar dominates in more felsic rocks. In more oxidizing environments, minerals such as pyrite, magnetite (+ hematite), and anhydrite are common, whereas pyrrhotite is present in more reduced environments.

Structure and Mineralization Styles

As mentioned above, faults and fault intersections are invariably involved in determining the formation and geometry of the porphyry Cu systems. At a deposit scale, associated structures can result in a variety of mineralization styles, including veins, vein sets, stockworks, fractures, "crackle zones", and breccia pipes. Orientations of mineralized structures can be related to local stress environments around the tops of plutons or can reflect regional stress conditions.

Mineralogy

The mineralogy of porphyry deposits is highly varied, although pyrite is typically the dominant sulphide mineral in porphyry Cu + Mo + Au deposits. Principal minerals are chalcopyrite, bornite, chalcocite, tennantite, enargite, and other Cu sulphides and sulphosalts, molybdenite and electrum; associated minerals include pyrite, magnetite, quartz, biotite, K-feldspar, anhydrite, muscovite, clay minerals, epidote, and chlorite. In conclusion, gold-base metal vein mineralization can be indicative or associated with porphyry deposits.

Morphology and Architecture

The overall geometry of individual porphyry deposits is highly varied and includes irregular, ovoid, pipe-like, or cylindrical shapes, which may or may not be "hollow". Ore bodies are zoned, with often barren cores and crudely concentric metal zones, and may occur separately or overprint one another, vertically and laterally. Complex, irregular ore and alteration patterns arise from overprinting episodes of zoned mineralization and alteration of different ages.

Genetic Model

Porphyry Cu systems typically span the upper 4 km or so of the crust, with their centrally located stocks being connected downward to parental magma chambers at depths of perhaps 5 to 15 km. The water-rich parental magma chambers are the source of the heat and hydrothermal fluids throughout the development of the system. Large, poly-phase hydrothermal systems developed within and above genetically related intrusions are formed and are often long-lived.

Convection of hydrothermal fluids throughout the country rock and intruding stocks results in a focusing of metals along conduits and within permeability networks where hydro-fracturing has taken place. Effective scavenging of metals is facilitated by "organized" hydrothermal systems in a state of convection, while efficient metal deposition is enhanced by pore-fluid over-pressurization resulting in catastrophic failure and rapid remobilization and de-pressurization of metalliferous hydrothermal fluids.

Porphyry Copper Subtypes

Alkalic Copper-Gold Porphyry

Alkalic Cu-Au porphyry deposits are known in only a few mineral provinces worldwide, with British Columbia being the type are for such deposits. Relatively unique, alkalic porphyry deposits are an especially Au-rich variety of porphyry deposits that still maintain good copper grades. Alkalic Cu-Au porphyry deposits differ from Cu or Cu-Mo dominant porphyry deposits in the following ways:

Tonnage and Grade

Tonnages of alkalic porphyry deposits are generally less than their Cu + Mo counterparts, while grades can be significantly higher, especially Au tenors. The Grasberg deposit, in Indonesia, with a resource of greater than 2.5 billion tonnes grading 1.1% Cu and 1.04 g/t Au, indicates that this deposit type can contain major Au as well as Cu resources. Mineralization related to alkaline magmatism in arc terrains includes a disproportionately large share of the world's giant gold deposits when the small volume of alkaline relative to calc-alkaline rocks is taken into account (Sillitoe, 2006).

Alteration

Alkalic porphyry deposits have smaller and more cryptic alteration footprints (Figure 8.3). On the deposit scale, phyllic alteration is typically restricted to fault zones that penetrate late in the hydrothermal system. Furthermore, alkalic deposits lack advanced argillic alteration in most cases.

Tectonic and Geological Setting

Porphyry deposits associated with alkaline intrusions typically form in an island-arc setting, possibly during periods of extension. Geological compositions vary between silica-saturated (diorite and monzonite) or silicaundersaturated (pyroxenite and syenite) complexes. The volcano-plutonic suites are generally considered more primitive and less felsic than those associated with Cu + Mo porphyry deposits.

Architecture

Alkalic systems often consist of numerous discrete bodies that can exhibit complex and variable geometries, from high-level breccia-hosted bodies (Mt. Polley) to deeper level intrusive-centered sulphide accumulations (Mt. Milligan or Lorrainne). Orebody geometries commonly mimic associated pipe-like intrusions.

Telescoped Intrusion Centered Ore Deposits

Telescoping is the process of juxtaposing or overprinting early, deep mineralization, commonly of the porphyry type, and late, shallow, generally epithermal styles of precious and base-metal mineralization. Telescoping is attributed to synhydrothermal degradation of volcanic paleosurfaces, as a result of either rapid erosion under pluvial conditions or sector (and, less probably, caldera) collapse of the volcanic edifices. Paleosurfaces may be lowered easily by 1 km during the total life spans of hydrothermal systems, leading to the vertical compression of any contained ore deposits by at least 1 km.

Sector collapse may be triggered by volcanic tumescence due to synmineralization intrusion, and it may be facilitated by hydrothermal weakening of volcanic edifices. Sector collapse causes extensive ingress of meteoric and or ocean water to the magmatic environment and a decrease in confining pressure. The latter may induce hydrothermal brecciation, boiling and possible epithermal gold precipitation, and even accelerated efflux of magmatic fluids.

Telescoped systems (Figures 12 & 13) are believed to possess greater potential for the existence of both porphyry-type deposits at shallower than normal depths and giant ore deposits.

Exploration Models

Geophysical Targeting

Several geophysical techniques can be effectively utilized while exploring for porphyry Cu + Mo + Au deposits. Most notably, magnetic, electromagnetic and Induced Polarization surveys are considered highly effective tools for detection of characteristic anomalies.

At a regional scale, airborne magnetic surveys are useful for mapping out the geological framework and for identifying magmatic arcs and their constituent elements. At a local scale, both airborne and ground magnetic surveys can be effective at targeting intrusions and associated mineral deposits. Primary magnetite typically forms as an accessory mineral within intrusive bodies, and secondary magnetite may result from hydrothermal alteration and or hornfelsing. It should be noted, however, that some deposits are characterized by magnetic lows due to the destruction of magnetite in phyllic alteration zones.

Electromagnetic airborne and ground surveys can be effective at delineating resistive, porphyritic intrusions as well as associated alteration halos. In the search for porphyry deposits, large circular or ovate resistivity highs are considered to be sources of potential interest. A circular-like high resistivity anomaly directly coincides with the Mt. Milligan porphyry and might therefore reflect the potassic halo.

At a local scale, ground Induced Polarization surveys have proved to be the most effective at detecting metalliferous bodies. At Copper Mountain, this technique was responsible for the discovery or extension of several new zones, with resulting chargeability anomalies having a shape that generally corresponds with the known shape of the ore bodies.

Figure 11: Generalized alteration and mineralization zoning associated with alkalic systems in British Columbia

Geological Targeting

The presence of glacial cover in across large portions of BC make direct observation of alteration patterns in outcrop challenging. In these areas, local scale geological mapping is of limited effectiveness. At a regional scale, however, regional mapping can be useful at narrowing in on the prospective terranes and their constituent lithologies. And inferences can be made when used in conjunction with geophysical data.

Geochemical Targeting

At a local scale, soil geochemistry can be utilized as a means of direct detection of metalliferous bodies, though its effectiveness is invariably related to the presence and thickness of cover and or soils. New techniques in sampling and analysis have allowed for detection of buried deposits. By lowering thresholds with partial extractions of selectively sampled soil components, soil geochemistry can be effective in detecting porphyry Cu mineralization through transported glacial overburden of up to 100's of metres.

Geological Discussion

The distribution of base-metal sulphides in the Property area is reflected by that of the most common member, pyrite. The maximum concentrations are found in the pre-granitic rocks near or in contact with, biotite-rich plutonic rock. In plutonic rock, pyrite is largely concentrated in hornblende diorite and to a lesser degree in hornblende-rich quartz diorite. It is rare in the more highly evolved (low mafic mineral content but biotite dominant) plutonic rock.

GSC geologist J.A. Roddick has suggested that the most likely sites for sulphide deposits seem to be those that combine to the maximum extent the following features: (1) a highly evolved plutonic rock, particularly one rich in quartz, such as biotite granodiorite; (2) a sulphur-bearing, permeable host rock; (3) structures that increase or localize permeability.

He further mentions that, "The plutonic rock that best meets these requirements will be a rock that has evolved from the quartz stage onward, after reaching (by faulting or intrusion) the vicinity of the host rock. The main problem is to determine if a plutonic rock that is highly evolved passed through the quartz and K-feldspar stages while in its present position with respect to the prospective host rock. An abundance of quartz veins and silicification in the contact areas is the best evidence that the plutonic rock was emplaced at about the right time for producing an ore deposit".

Let us look at the 3 conditions, favorable for the sulphide formation, one by one with respect to the area under study. (1) Presence of highly evolved Quartz rich plutonic rock: the area is underlain by such rocks mapped as Quartz Diorites by Roddick and identified as tonalites by the petrographic study report discussed under "Exploration". (2) Presence of sulphur bearing host rock: although the source of sulphur is not known but the very presence of minerals like pyrite, sphalerite, chalco-pyrite, and galena shows that a sulphur bearing host rock was present at the time of emplacement of the plutonic rock. (3) Presence of suitable geological structure to increase permeability: the area is sheared and fractured.

The presence of silicification and abundant quartz veins in shear zones and fractures shows that the plutonic rock was evolved in the vicinity of the host rock and was emplaced at about the right time for producing a sulphide ore deposit.

Of course, many factors other than temperature are involved in mineral deposition. Composition of the wall rock, structure, permeability and pressure are obviously such factors, but composition of the ore-bearing fluids and such derivatives as partial concentrations, pH values, effectiveness of buffering and complexing components, etc., which directly affect mineral stability, are themselves largely dependent on temperature. The tentative and simplified outline of the process, which follows, has been divided into four parts: (1) establishment of an integrated fluid phase; (2) movement of 'ore' elements; (3) deposition; (4) evolution and survival of the deposit.

Figure 12: Relationship between ore deposition and an evolving plutonic system.

Exploration

In August 2020, the Company contracted Kristian Whitehead, P.Geo. of the Optionor to complete exploration work on the Property which included prospecting, mapping and rock chip sampling; soil geochemistry survey grid, channel sampling of the Jewelry and Boom Box vein occurrences. Additionally, petrographic and bulk sample metallurgical analysis was conducted specifically on the Jewelry Box vein material. The historical work reported on the Property was carried out as part of a larger exploration program by various operators and is discussed under "History".

Soil Sampling Geochemistry

During August 22nd through 31st, 2020, a soil sampling campaign was conducted on the Property with a focus on the northwestern portion of the Property. Sampling was conducted by a crew of 7 geologists which collected a total of 232 samples which were collected using an oriented grid which spaced sample locations by 50 metres both on an east-west and north south direction. Sampling was focused on the collection of approximately 500 grams of soil material derived from the B Horizon.

Upon the completion of the field sampling program soil samples were sorted, placed in rice bags and submitted to ALS Minerals located in North Vancouver an ISO Certified Laboratory for subsequent assay analysis for gold and multi-elements. The following assay processes were employed for each soil sample by ALS Minerals:

PREP-41 – Preparation package for soils/sediments

ME-MS61L – Four acid soil package (Super Trace Lowest DL 4A by ICP-MS)

Au-OG43 – Ore Grade Au 25 gram

Figure 13: August 2020 Soil Sample Location Map

Figure 14: Gold, Au in Soils Sample Map

Figure 15: Silver, Ag in Soils Sample Map

Figure 16: Copper, Cu in Soils Sample Map

Figure 17: Zinc, Zn in Soils Sample Map

Figure 18: Lead, Pb in Soils Sample Map

Figure 19: Arsenic, As in Soils Sample Map

Figure 20: Tellurium, Te in Soils Sample Map

Results Discussion and Recommendations

Soil sample results yielded a multi-element anomalous coincident target in the southern limit of the August 2020 soil grid. Coincident anomalous copper, zinc, arsenic and tellurium results from the southern portion of the Property suggest the presence of a buried target, potentially a porphyry copper – gold target, at depth. Due to the limited sampling conducted within this specific area additional sampling that expands this area to potentially constrain this anomaly is warranted. Additionally, follow up outcrop mapping and rock sampling in this immediate area is necessary to aid in explanation of such anomalous soil results.

Rock Outcrop Chip Sampling and Mapping

During the August 2020 soil sampling campaign, a coincident rock sampling and mapping program was also conducted on the Property with a similar exploration focus on the northwestern portion of the Property. Rock chip samples were collected by the same crew of geologists whilst traversing the soil location grid pattern. This coincident rock sampling program made good use of the methodical coverage of the Property seeking any available outcrop to utilize towards rock sampling and geological mapping efforts.

A total of 45 rock chip samples were collected from rock outcropping locations encountered within the limits of the soil sampling grid. Samples were collected as representatively as possible with location and geological attributes recorded for future use. Upon completion of the program the rock samples were appropriately prepared and delivered to the Bureau Veritas laboratory of Richmond, British Columbia for analysis of gold and multielements.

Outcrop Rock Chip Sampling Geochemistry

Assay analysis for the rock samples were conducted utilizing one of two methods for gold analysis. Samples that demonstrated high sulfide content were specifically selected to have a screen metallic assay analysis for gold with the remaining samples been assayed for gold utilizing a more conventional 30-gram gravimetric fire assay. All chip channel samples were assayed utilizing Bureau Veritas laboratory of Richmond, British Columbia for assay analysis for gold and multi-elements. The following below assay processes were employed.

PRP70-500 – Crush and Pulverize, 500 grams

FA530-Au – 30-gram, Gravimetric Fire Assay

or

FS652-Au – Metallic Fire Assay with duplicate 50 gram minus fractions

MA370 – 0.5 gram, 4 Acid Digestion ICP-ES Finish

Figure 21: August 2020 Rock Outcrop Chip Sample Location Map

Table 4: Outcrop Rock Chip Sample Assay Highlights

Sample_ID	Type	Au_ppm	Cu_%	Pb_%	Zn_%	Ag_ppm
V083255	Outcrop, Rock	19.90	0.107	0.01	0.15	3.00
V083414	Outcrop, Rock	13.70	0.022	0.01	0.01	3.00
V083259	Outcrop, Rock	5.30	0.001	0.01	0.01	3.00
V083354	Outcrop, Rock	1.48	0.318	0.01	0.01	7.00
V083252	Outcrop, Rock	1.32	1.534	0.01	0.01	15.00
V083262	Outcrop, Rock	0.73	0.006	0.01	0.01	1.00
V083261	Outcrop, Rock	0.71	0.001	0.01	0.01	1.00

V083424	Outcrop, Rock	0.66	0.320	0.01	0.01	7.00
V083265	Outcrop, Rock	0.53	0.001	0.01	0.01	1.00
V083355	Outcrop, Rock	0.37	0.027	0.01	0.01	1.00
V083421	Outcrop, Rock	0.26	0.001	0.01	0.01	1.00
V083418	Outcrop, Rock	0.25	0.244	0.01	0.02	5.00

Figure 22: August 2020 Rock Outcrop Chip Sample Au and Cu Results Map

Outcrop Rock Chip Sampling Results Discussion

Several highly anomalous rock samples were collected through various locations throughout the sampling grid. Follow up work to determine additional features associated with each sample is warranted. Such attributes to be determined include: potassic alteration levels, structural attributes, and prospecting for other proximal outcrop. The relative abundance of samples yielding anomalous gold, silver and copper values throughout the program area demonstrates the robust nature of contributing source and further validates the postulation that the mineralizing system is much larger than a few isolated mineralized gold-base metal quartz veins. These results provide greater credence to the porphyry copper gold source model and justifies additional follow up exploration.

Jewelry Box and Boom Box Outcrop Channel Sampling

During the August 2020 exploration work program, a coincident chip channel rock sampling program was conducted on exposed outcropping areas which included the Jewelry and Boom Box Veins. Sampling carefully partitioned individual samples along the outcrop with specific delineated widths with individual veins isolated within their specific sample widths. This method of sampling allowed for the determination of the individual vein contribution of the grades along the width of the outcrop. The results of the outcrop channel sampling are presented in the table below.

Hole ID	Sample ID	From (m)	To (m)	Width (m)	Au ppm	Cu %
Jewlery Box Zone	S194903	0.00	1.00	1.00	0.05	0.002
Jewlery Box Zone	S194904	1.00	2.00	1.00	0.05	0.004
Jewlery Box Zone	S194905	2.60	2.67	0.07	0.32	0.017
Jewlery Box Zone	S194906	2.00	3.00	1.00	0.05	0.007
Jewlery Box Zone	S194907	3.00	4.00	1.00	0.05	0.003
Jewlery Box Zone	S194908	3.30	3.45	0.15	0.05	0.018
Jewlery Box Zone	S194909	4.00	5.00	1.00	0.03	0.002
Jewlery Box Zone	S194910	4.15	4.18	0.03	0.75	0.005
Jewlery Box Zone	S194911	5.00	6.00	1.00	0.05	0.001
Jewlery Box Zone	S194912	6.00	6.50	0.50	0.40	0.005
Jewlery Box Zone	S194913	6.50	7.20	0.70	50.94	0.383
Jewlery Box Zone	S194914	7.20	8.00	0.80	0.05	0.007
Jewlery Box Zone	S194915	8.00	9.00	1.00	0.05	0.008
Jewlery Box Zone	S194916	9.00	9.60	0.60	0.05	0.004

Table 2: Jewelry Box Zone Outcrop Channel Sample Zone

Grade Width		From (m)	To (m)	Width (m)	Au g/t
Significant Intersection		2.60	7.20	4.60	7.84
	Including	4.15	7.20	3.05	11.78

Figure 23: Jewelry Box Outcrop Channel Sample Zone

Hole ID	Sample ID	From (m)	To (m)	Width (m)	Au ppm	Cu %
Boom Box Zone	S195401	0.00	1.00	1.00	0.05	0.004
Boom Box Zone	S195402	1.00	2.00	1.00	0.05	0.021
Boom Box Zone	S195403	2.00	3.00	1.00	0.05	0.003
Boom Box Zone	S195404	3.00	4.00	1.00	0.05	0.012
Boom Box Zone	S195405	4.00	5.00	1.00	0.05	0.020
Boom Box Zone	S195406	5.00	6.00	1.00	0.05	0.014
Boom Box Zone	S195407	6.00	7.00	1.00	0.10	0.009
Boom Box Zone	S195408	7.00	8.00	1.00	0.05	0.002
Boom Box Zone	S195409	8.00	9.00	1.00	0.05	0.001
Boom Box Zone	S195410	9.00	10.00	1.00	0.05	0.005
Boom Box Zone	S195411	10.00	10.20	0.20	14.68	0.004
Boom Box Zone	S195412	10.20	11.00	0.80	0.05	0.009
Boom Box Zone	S195413	11.00	12.00	1.00	0.08	0.014
Boom Box Zone	S195414	12.00	13.00	1.00	33.52	0.037
Boom Box Zone	S195415	13.00	14.00	1.00	2.10	0.008
Boom Box Zone	S195416	14.00	15.00	1.00	0.05	0.001
Boom Box Zone	S195417	15.00	16.00	1.00	0.05	0.005
Boom Box Zone	S195418	16.00	16.90	0.90	0.05	0.001
Boom Box Zone	S195421	16.90	17.10	0.20	17.09	0.007
Boom Box Zone	S195419	17.10	18.00	0.90	0.05	0.002
Boom Box Zone	S195420	18.00	19.00	1.00	0.05	0.003
Boom Box Zone	S195422	19.00	20.00	1.00	0.05	0.003
Boom Box Zone	S195423	20.00	21.00	1.00	0.05	0.009
Boom Box Zone	S195424	21.00	22.00	1.00	0.05	0.004
Boom Box Zone	S195425	22.00	23.00	1.00	0.05	0.001
Boom Box Zone	S195426	23.00	24.00	1.00	0.05	0.001
Boom Box Zone	S195427	24.00	25.00	1.00	0.05	0.001
Boom Box Zone	S195428	25.00	26.00	1.00	0.05	0.002
Boom Box Zone	S195429	26.00	27.00	1.00	0.05	0.002
Boom Box Zone	S195430	27.00	28.00	1.00	0.27	0.005
Boom Box Zone	S195431	28.00	29.00	1.00	0.05	0.004
Grade Width		From (m)	To (m)	Width (m)	Au g/t
Significant Intersection		6.00	17.10	11.10	3.82
	Including	10.00	14.00	4.00	9.67

Table 3: Boom Box Outcrop Channel Sample Zone

Figure 24: Boom Box Vein Outcrop Channel Sample Zone

Outcrop Channel Sample Results Discussion

The rock chip channel work program sampled along the outcrop a variety of smaller veins and veinlets exposed on both the hanging and fall wall locations of both the Jewelry Box and Boom Box Veins yielding anomalous gold, silver and copper results. Several of these smaller veins and veinlets sampled had differing vein orientations of strike to the Jewelry Box and Boom Box Veins however were typically vertical to near vertical in their dip. Sampling of sections where no veins or veinlets were visible yielded weak to no anomalous values demonstrating mineralization is typically constrained to the veins and veinlets.

The multiple orientations of vertical to near vertical gold-base metal mineralized veining is suggestive of multiple mineralizing events from depth. Such Vein types can be associated with porphyry copper gold models located within the pyrite or propyllitic halo.

Petrographic Studies

In August 2020, a total of twelve samples were selected for petrographic studies collected from the Jewelry Box and Boom Box vein showings of the Scarlett Property. The study was carried out by Fabrizio Colombo, Ph.D., P.Geo. of Ultra Petrography and Geoscience Inc. of Vancouver, BC. The scope of work was: (i) the petrographic rock classification; (ii) a brief microstructural description; (iii) the modal percentage and average grain size for each mineral; and (iv) a detailed description of the minerals in decreasing order of abundance.

Photo 1: Sulphide mineralization in Jewelry Box Vein (Aug 2020 Property visit photo)

Samples were cut and prepared as ~20 × 40 mm polished thin sections and were analyzed with a petrographic microscope under polarized transmitted and polarized reflected light.

In some cases (e.g., Samples 1, 2, and 3), the descriptions were merged due to the similarity of the thin sections. The magnetic susceptibility was measured with a hand-held KT Magnetic Susceptibility tool and is intended to provide only an approximate estimate of the relative content of magnetic minerals within each sample.

Samples 1, 2 and 3:

Sample 1, 2 and 3—Gold-bearing quartz-sphalerite-galena-pyrite chalcopyrite vein- Quartz is the most abundant silicate and hosts subordinate amounts of sphalerite, pyrite, galena, and chalcopyrite, all of which filled in the interstices of variably fractured and brittlely deformed quartz crystals. Very fine-grained particles of gold precipitated along the boundaries between the sphalerite and chalcopyrite, between the sphalerite and the galena. Gold also occurs as an inclusion within the pyrite, along the boundary between the pyrite and the quartz, and within the fractures of the quartz.

Sample 4:

Scarlett Vein 1 - White mica-biotite-epidote-altered tonalite—Subhedral to euhedral crystals of plagioclase are moderately altered by very fine-grained white mica and subordinate epidote and are associated with anhedral crystals of quartz and lamellae of biotite and lesser hornblende. The mid- and upper part of the section shows an isotropic microstructure, while in the lower part, the biotite lamellae, the plagioclase, and the quartz show a preferred dimensional orientation defining a weak foliation in the granular microstructure.

Alteration: white mica: weak to strong after plagioclase in the upper part; intense in after plagioclase in the lower part; epidote: subtle to weak after plagioclase and biotite; biotite II: weak to strong after biotite I and hornblende; chlorite: weak after biotite.

Sample 5:

Scarlett Vein 2 - Biotite-white mica-tremolite/actinolite-chlorite-epidote altered hypabyssal rock & Quartz filling domain—An irregular and quartz rich infill domain crosscut a strongly altered intrusive rock showing microstructural similarities with the less altered rock described as Samples 4 and 7. In the strongly altered rock, anhedral medium-grained crystals of quartz are associated with irregularly shaped replacement patches of white mica, chlorite, biotite, amphibole, epidote, and rutile. Subordinate and heterogeneously dispersed crystals of plagioclase are intergrown with the quartz.

Alteration: white mica: intense after plagioclase, biotite: strong after ferromagnesian mineral; amphibole: moderate; epidote-Fe-chlorite: weak; rutile: subtle.

Sample 6:

Scarlett Vein 3—Quartz-white mica-alkali feldspar alteration zone & Quartz pyrite filling domain—Anhedral crystals of quartz are associated with irregularly shaped replacements of very fine-grained white mica. In the lower part of the thin section, very fine-grained replacement aggregates of alkali feldspar and clay filled in a sinuous shear zone. In the upper-right part of the section, a quartz-rich filling domain hosts a coarse-grained fractured crystal of pyrite.

Alteration: white mica: intense after plagioclase, alkali feldspar: moderate; Fe chlorite-albite: weak; plagioclaseepidote-rutile: subtle.

Sample 7:

Scarlett Vein Host—Chlorite-epidote-actinolite altered tonalite & Alkali feldspar veinlets & Epidote veinlets— Randomly oriented euhedral crystals of plagioclase, interstitial crystals of quartz, subhedral crystals of hornblende and pseudomorphs of chlorite after biotite define a medium-grained granular microstructure crosscut by veinlets of alkali feldspar and veinlets of epidote. Alteration: white mica: weak after plagioclase; epidote: subtle to weak after plagioclase; chlorite: strong after biotite I; pyrite: subtle: iron oxides: moderate after pyrite.

Samples 8 and 9:

Quartz-white mica-epidote-pyrite-chalcopyrite vein — These two thin sections are dominated by inequigranular crystals of quartz, and in Sample 8 host subordinate clusters of very fine-grained white mica, epidote, pyrite, and chalcopyrite.

Sample 10:

Quartz-white mica-pyrite vein & Altered hypabyssal rock— This sample consists of two main domains, a quartzrich vein domain, and a granular domain of quartz and white mica-rich pseudomorphs. Sparse crystals of pyrite and very rare rutile are dispersed within the quartz-rich vein domain.

Alteration: biotite II: strong after biotite.

Sample 11:

White mica-biotite-chlorite altered hypabyssal rock & Quartz clay-chalcopyrite filling domain—This section consists of two main domains, a strongly altered and sheared domain (A) and a quartz-rich filling domain (B). In Domain A, anhedral, and in some cases, fractured crystals of quartz are associated with anhedral pseudomorphs of very fine-grained white mica, medium grained lamellae of biotite. The pseudomorphs and the quartz crystals show a preferred dimensional orientation and define a weak foliation. In Domain B, the prevailing quartz forms an inequigranular and deformed aggregate, in which subordinate chalcopyrite, clay, pyrite and iron oxides filled in some of the fractures within the quartz.

Alteration: white mica: strong after plagioclase; biotite II: strong after biotite I; Fe chlorite: weak after biotite I; alkali feldspar: weak; pyrite: subtle: iron oxides: subtle to weak after chalcopyrite and pyrite.

Sample 12:

Quartz-white mica-epidote-chalcopyrite-Fe-chlorite vein— Inequigranular crystals of quartz dominate the composition of this thin polished section, The quartz crystals are deformed and fractured, and the fractures are filled by subordinate amounts of very fine-grained white mica, fine-grained epidote, chalcopyrite, and chlorite.

Table 4: List of samples with their magnetic susceptibility and petrographic classification

Sample No.	Sample ID	Magnetic Susceptibility $(SI \cdot 10^{-3})$	Rock Type	Alteration
1	Sample 1	0.004
2	Sample 2	0.003	Gold-bearing quartz-sphalerite-galena- pyrite-chalcopyrite vein
3	Sample 3	0.009
4	Scarlett Vein 1	0.121	White mica-biotite-epidote-altered tonalite	white mica: weak to strong after plagioclase in the upper part; intense inafter plagioclase in the lower part; epidote: subtle to weak after plagioclase and biotite; biotite II: weak to strong after biotite I and hornblende; chlorite: weak after biotite I
5	Scarlett Vein 2	0.16	Biotite-white mica-tremolite/actinolite- chlorite-epidote altered hypabyssal rock(?) & Quartz filling domain	white mica: intense after plagioclase(?), biotite: strong after ferromagnesian mineral(?); amphibole: moderate; epidote-Fe-chlorite: weak; rutile(?): subtle
6	Scarlett Vein 3	0.073	Quartz-white mica-alkali feldspar alteration zone & Quartz-pyrite filling domain	white mica: intense after plagioclase(?), alkali feldspar: moderate; Fe-chlorite-albite: weak; plagioclase-epidote-rutile: subtle
7	Scarlett Vein Host	0.112	Chlorite-epidote-actinolite(?) altered tonalite & Alkali feldspar veinlets & Epidote veinlets	white mica: weak after plagioclase; epidote: subtle to weak after plagioclase; chlorite: strong after biotite I; pyrite: subtle: iron oxides: moderate after pyrite
8	Sample 1	0.005	Quartz-white mica-epidote-pyrite-
9	Sample 2	0.007	chalcopyrite vein
10	Sample 3	0.051	Quartz-white mica-pyrite vein & Altered hypabyssal rock(?)	biotite II: strong after biotite I
11	Sample 4	0.113	White mica-biotite-chlorite altered hypabyssal rock & Quartz-clay- chalcopyrite filling domain	white mica: strong after plagioclase; biotite II: strong after biotite I; Fe-chlorite: weak after biotite I; alkali feldspar: weak; pyrite: subtle: iron oxides: subtle to weak after chalcopyrite and pyrite
12	Sample 5	0.006	Quartz-white mica-epidote-chalcopyrite- Fe-chlorite vein

Figure 1: Within the quartz interstices, spalerite (sl), galena (gn) and chalcopyrite (cp) are finely intergrown. Photomicrograph in plane polarized light.

Figure 2: A very fine-grained particle of gold (Au) precipitated at the contact between the sphalerite (sl) and chalcopyrite (cp). Photomicrograph in plane polarized light.

Figure 3: In the heterogeneous and strongly altered host rock, anhedral crystals of amphibole (am), and irregular clusters of epidote (ep) and chlorite in the very fine-grained replacement aggregate of white mica and biotite (wm+bt). Photo in crossed polarizers transmitted light.

Sample Preparation, Analyses and Security

For the present study two rock grab samples were collected from each of the two main showings which are named "the Jewelry Box" and "the Boom Box" vein occurrences. The sampling approach for this reconnaissance work was to collect representative samples from each of the dominant rock type which is quartz diorite and style of mineralization present on the Property. The samples were collected from outcrops and placed in marked poly bags, sealed with zip ties, and shipped to the laboratory for analysis. The samples were under the care and control of the Author and were personally dropped off to Agat Laboratories location in Burnaby, British Columbia.

All the rock samples collected for the present study work were prepared and analyzed by the Standards Council of Canada, using the following packages.

Table 5: Author collected samples; analytical package of Agat Laboratories

	Product ID Description
200006	Dry sanples <5 Kg, 60C
200010	Crush <5 Kg to 75% - 2mm
200014	Pulverize 250 g in Cr Steel to 85% Passing 75um
200026	Weight (kg) as received
200121	Pulp Splitting Charge
201071	Metals Package by 4Acid Digestion / ICP/ICPMS Finish
202122	Screen Met Whole Sample, 1 mesh: +106um to extinction by 50g FA/ICPOES and -106um by FA/ICPOES

The samples from 2009 work by Chai Cha Na Mining were analyzed at ALS Chemex of North Vancouver for gold and multi element analysis and Au-GRA21 package for gold (Figure 5).

Samples from June 2020 work of Longford Exploration Group were prepared and analyzed at Bureau Veritas of Vancouver, BC for gold and multi element analysis utilizing the following analytical procedures shown in Table 2.

Soil samples from the recent work of August 2020 by the Company were prepared and analyzed at ALS Minerals in North Vancouver, BC using packages PREP-41, ME-MS61L, and Au-OG43 as described under "Exploration – Soil Sampling Geochemistry". The rock samples from the same program were prepared and analyzed at Bureau Veritas laboratory of Richmond, BC using packages PRP70-500, FA530-Au, or FS652-Au, and MA370 as explained in under "Exploration – Outcrop Rock Chip Sampling Geochemistry".

All the laboratories discussed are independent of the Company, the Optionor and the Author. The laboratories have their own quality assurance and quality control procedures. For the present study, the sample preparation, security, and analytical procedures used by the laboratories are considered adequate. The August 2020 exploration program was conducted under the supervision of Kristian Whitehead who is a professional geoscientist and is also the Property vendor. No officer, director, employee or associate of the Company or the Optionor was involved in the sample preparation and analysis.

Data Verification

The Author visited the Property on August 29, 2020 to verify the ongoing exploration work on the Property, view local geological condition, rock outcrops, local structural trends and controls of mineralization.

Historical grades and tonnages are taken from BC Minister of Mines reports and are deemed reliable. Historical geological descriptions taken from the British Columbia Minfile database and other reports were prepared and approved by the professional geologists or engineers and are deemed reliable.

Two samples were collected during this visit (Scarlett 1-AP from the Boom Box Vein and Scarlett 2-AP from the Jewelry Box Vein). Field description of the samples collected during the August 29, 2020 property visit is provided in Table 9.

Photo 2: August 2020 Exploration work team members (August 2020 Property visit photo)

Photo 3: 2020 Exploration work sampling location (August 2020 Property visit photo)

Table 6: Description of the Author Collected Samples

Sample ID	Easting	Northing	Elev.	Type	Description
			(m)
Scarlett 1-AP	0545601	5466513	264	Grab from Rock	Quartz vein in tonalite / quartz diorite,
				Outcrop (Boom Box	brownish to dark grey 5-10% sulphides, taken
				Showing)	from EXP Sample 12m
Scarlett 2-AP	0545675	5466417	238	Grab from Rock	0.7 m thick quartz vein in tonalite / quartz
				Outcrop (Jewelry	diorite, brownish to dark grey 5-10% sulphides,
				Box Showing)	taken from EXP Sample 6.5m

Table 7: Gold Assay Results

		Method:				(201-071) 4 Acid Digest - Metals Package, ICP/ICP-MS finish					ICP OES*
		Analyte:	Ag	As	Co	Cu	Fe	Pb	S	Zn	Zn
		Unit:	ppm	ppm	ppm	ppm	%	ppm	%	ppm	%
Lab ID	Sample ID	RDL:	0.01	0.2	0.05	0.5	0.01	0.1	0.01	0.5	0.005
1432210	SCARLET 1-AP		23.8	3.4	20.1	5020	2.17	>10000	3.35	>10000	2.75
1432211	SCARLET 2-AP		4.95	3.7	107	278	4.68	92.1	2.78	93.5

Comments: RDL - Reported Detection Limit

1432210-1432211 As, Sb values may be low due to digestion losses. Analysis performed at AGAT 5623 McAdam Rd., Mississauga, ON *(201-079) Sodium Peroxide Fusion - ICP-OES finish

The samples were delivered by the Author to Agat Laboratories in Burnaby, a recognized laboratory. The samples were prepared and analyzed at Agat Laboratories in Mississauga, Ontario. Gold assays for metallic screen are provided in Table 4 and highlights of the remaining elements in Table 5. The results of both the samples collected by the Author are discussed below:

Sample SCARLETT 1-AP

• Total weight of the sample was 4.09 kilogram out of which 374 grams (9.33% by weight) was retained in the coarse fraction and 3,360 grams passed to minus fraction.
• Average gold assay of the coarse fraction is 189.91 grams per tonne (g/t) and fine fraction is 68.15 g/t with overall 80.3 g/t for the entire sample.
• Silver (Ag) values are 23.4 g/t, copper (Cu) 5,020 parts per million (ppm) (0.5%), lead (Pb) over 10,000 ppm (>1%), and zinc 2.75%.

Sample SCARLETT 2-AP

• Total weight of the sample was 3.59 kilogram out of which 327 grams (9.10% by weight) was retained in the coarse fraction and 2,900 grams passed to minus fraction.
• Average gold assay of the coarse fraction is 54.7 grams per tonne (g/t) and fine fraction is 43.05 g/t with overall 44.2 g/t for the entire sample.
• Silver (Ag) values are 4.95 g/t, cobalt 107 ppm, and iron (Fe) 4.68%.

The data collected during the present study is considered reliable because it was collected by the Author. The data quoted from other sources is also deemed reliable because it was taken from, the assessment reports approved by the BC Ministry of Energy, Mines and Petroleum Resources, and other published geological and engineering reports and journals.

Mineral Processing and Metallurgical Testing

On September 9, 2020 a bulk sample consisting of 116.20 kilograms collected from the surface exposed Jewelry Box vein was submitted for initial Baseline Metallurgical Test work for gold and silver recovery to Bureau Veritas' Richmond, BC Laboratory. In concert with the metallurgical test work, Bureau Veritas was requested to provide a detailed mineralogical assessment of the Jewelry Box vein which included chemical and mineral composition as well as gold and silver deportment studies.

The principal objective of the scoping metallurgical testing program was to conduct baseline gravity, cyanidation, and flotation investigations to determine the amenability of the test sample to conventional mineral processing procedures.

The test sample assayed 10.48 ppm Au and 10 ppm Ag. Comminution Bond ball mill work index test at a closing screen of 150 mesh (105 Um) resulted in 13.0 kWh/tonne Bond mill work index, indicating a medium hardness character of the test sample.

Three process options including gravity concentration, bottle roll cyanidation, and sulfide flotation were evaluated at a target grind P80 70 Um in this test program.

The results showed that the test sample responded well to all three process options. The baseline responses of the test sample to different process options at P80 70 Um grind are presented in Table 12 and further summarized below.

• Single pass gravity concentration with upgrading was able to recover 53.8% Au and 17.1% Ag into a gravity cleaner concentrate representing 0.05% feed mass and grading 10.4 kg/t Au and 2.5 kg/t Ag.
• Bottle roll cyanidation of ground whole-ore yielded an encouraging gold recovery of 96.7% Au and 92.6% Ag.

Sulfide flotation was able to recover 96.2% Au and 54.8% Ag into a rougher concentrate representing 8.5% feed mass.

		Recovery	Tailings Grade
Process Option	Au, %	Ag, %	Au, g/t	Ag, g/t
Gravity	53.8	17.1	4.445	6
Cyanidation	96.7	92.6	0.325	<1
Flotation	96.2	54.8	0.355	6

Table 8: Baseline Response to Different Process Routes

In conclusion, the results from the scoping testing program showed that the test sample is generally amenable to gravity concentration, whole-ore cyanidation and flotation process options. The gold deportments by free gold and gold bearing minerals, as well as the gold liberation and associations with sulphide and non-sulphide minerals, were of particular interest. Based on the observed gold and silver deportment mineralogy, the potential metallurgical performances when processing this feed can be anticipated. Both a QEMSCAN Bulk Mineral Analysis and Trace Mineral Search for gold and silver were conducted on the unsized samples of the Jewelry Box Vein composites.

A combination of gravity pre-concentration followed by cyanidation or flotation of gravity scaled tails is recommended. A systematic metallurgical study is required to optimize process conditions and to determine the corresponding design parameters once the process option is defined. An additional study to identify and quantify the gold and silver deportment mineralogy of the provided composite sample on an unsized basis is also recommended.

Chemical and Mineral Composition

• The Jewelry Box Vein composite contained a total of about 5.2% sulphide minerals by weight. Pyrite was the dominant sulphide mineral in the composite and carried 95.0% of the total composite sulphur. Other observed sulphide minerals in the composite were sphalerite, chalcopyrite and galena.
• Quartz was the primary non-sulphide gangue mineral in the Jewelry Box Vein composite and accounted for 82.8% of the total composite mass. Other identified silicates in this composite were muscovite/illite, K-feldspar, epidote, chlorite, biotite/phlogopite, plagioclase feldspar, and talc, which were in small to trace amounts. The composite also contained 0.7% by weight iron oxides, including iron metal, goethite and ilmenite.

Chemical Assays (% or g/t)			Mineral Contents (Wt. %)
Element	Symbol	Assays	Sulphide Minerals	Mass	Non-Sulphide Minerals	Mass
Gold	Au	10.1	Chalcopyrite	0.16	Iron Oxides	0.65
Silver	Ag	14.7	Chalcocite/Covellite	0.01	Quartz	82.8
Copper	Cu	0.05	Galena	0.10	Muscovite/Illite	3.61
Iron	Fe.	3.13	Sphalerite	0.18	K-Feldspar	2.25
Sulphur	S	2.47	Pyrite	4.74	Epidote	3.32
Zinc	Zn	0.12			Chlorite	0.99
					Biotite/Phlogopite	0.19
					Plagioclase Feldspar	0.58
					Talc	0.09
					Rutile/Anatase	0.22
					Others	0.15
			Total	5.19	Total	94.8

Table 9: Chemical and Mineral Composition of Jewelry Box Vein Composite

Gold Deportment Mineralogy

A total of 119 gold particles were detected in the Jewelry Box Vein composite. 99% of the gold by weight was present as native gold and electrum. The remainder of the composite gold primarily occurred as gold-tellurium minerals, including petzite (Ag3AuTe2), sylvanite (Au, Ag)2Te4), calaverite (AuTe2) and gold bearing hessite (Ag2Te).

It is of interest to note that approximately 80% of the gold occurrences in this composite was identified as goldtellurium minerals. Further, the grain sizes of the gold-tellurium minerals were mostly finer than 5 microns or even finer than 2 microns in circular diameter. Due to the overall contained gold in gold-tellurium minerals representing less than 1% of the total composite gold, the gold-tellurium minerals may not affect much of the gold flotation performances or gold cyanidation leach process.

The gold grain sizes observed ranged from 0.3 to 37.4 microns in circular diameter but averaged at 2.4 microns. The gold distribution by gold grain size data indicates that nearly 90% of the gold occurrences were sized finer than 5 microns. It is of importance to note that over 50% of the composite gold was contained in the relatively large mineral particles, sized greater than 53 microns in circular diameter within fine grained relatively large pieces of pyrite or non-sulphide gangue.

Gold Liberation and Association

Above 75% of the unliberated gold occurrences were associated with pyrite. This observation might be favorable to the sulphide flotation when processing this ore feed. The gold associating with no-sulphide gangue or iron oxides likely will be lost into the tails during sulphide flotation.

The gold locking characteristics data indicates that the unliberated gold mostly presented exposed surfaces in the form of adhesions attaching to other minerals. The liberated gold and gold adhesions combined accounted for above 95% of the total composite gold. As a result, a gold recovery of above 95% from the ore feed likely can be anticipated when using the nominal cyanidation leach to process this ore.

Silver Deportment Mineralogy

A total of 142 silver particles (including the gold containing silver) were detected in the Jewelry Box vein composite. Above 96% of the silver within the composite was contained within the gold or gold minerals, including native gold (Au, Ag) and electrum (Au, Ag) gold-tellurium minerals (petzite (Ag3AuTe2), sylvanite ((Au, Ag)2Te4), and calaverite (AuTe2). As a result, recovering the gold from the Jewelry Box Vein composite will consequently recover the majority of silver in this ore.

Less than 4% of the silver in the Jewelry Box vein composite was present as hessite (Ag2Te), acanthite or argentite (Ag2S) and jalpaite (Ag3CuS2).

The deportment mineralogy characteristics suggests that the silver recovery from the ore feed likely will be comparable to that of gold when using either sulphide flotation or cyanidation leach to process this material.

Conclusions and Recommendations

The Jewelry Box Vein composite presented a low sulphide mineralization and contained, in total, about 5.2% sulphide minerals by weight. Pyrite was the dominant sulphide mineral in this composite and carried 95.0% of the total composite sulphur. Other observed sulphide minerals found within the composite included sphalerite, chalcopyrite and galena.

The Jewelry Box Vein composite assayed 10.1 grams per tonne gold, which was mostly presented as native gold and electrum. The gold grain sizes ranged from 0.3 to about 37.4 microns in circular diameter and averaged at 2.4 microns. At the primary grind size of around 75 Um P80, the gold liberation measured at 20.2% when estimated in two dimensions. The unliberated gold was dominantly associated with non-sulphide gangue and pyrite in binary or multiphase forms. Further, approximately 95% of the gold in the composite occurred as exposed surfaces: either liberated gold grains or gold adhesions. Based on the mineralogical observations above, a direct cyanidation leach process likely can be employed when processing this material.

Mineral Resource Estimates

No Mineral Resource or Mineral Reserve estimates have been calculated for the Property.

Interpretation and Conclusions

Geologically, the Scarlett Property claims are underlain by Coast Plutonic Rocks. The coastal mountains are a part of the Fraser Belt, one of the world's great eugeosynclines. The foliated quartz diorite / tonalite of this area contains veins of quartz. Pods of molybdenite are scattered irregularly in the quartz. Throughout the area are numerous cappings of Mesozoic to Cenozoic Sedimentary rocks, the majority of which are probably roof pendants. The lithologies range from sandstone, shale and/or conglomerate with minor tuffs. The rocks of Coast plutonic Intrusives range in composition from granite to migmatite with inclusions of older sedimentary rocks and greenstone.

Locally, the Property is a part of the Stave Lake Pendent which is the most pronounced geological feature exposed intermittently over a distance of about over three kilometres along the eastern shore of Stave Lake. It contains many areas of plutonic rock and could perhaps be termed a migmatitic zone rather than a pendant. The eastern limits of the Stave Lake pendant are not accurately known. The lake-shore exposures reveal a lightcoloured, massive, granulitic-textured porphyry which grades into complex migmatitic zones containing much hornblende quartz diorite and hornblende diorite. In its less altered form, the porphyry is composed of very finegrained quartz and plagioclase crystals. The matrix consists of considerable sericite, with magnetite and some pale green chlorite, but no other mafic minerals.

The northern part of the Stave Lake Pendent where the Property claims are located, has been mapped as Quartz Diorite having greater amounts of hornblende than biotite. The southern part which is located south of the Property claims has been mapped as Diorites in which hornblende is the only mafic mineral. The mediumgrained quartz diorite contains about 10% mafic minerals like hornblende and biotite: hornblende being more abundant than biotite. The rocks have been subjected to shearing with accompanying fracturing. Facture filling silicification, and quartz veining in shear zones are common.

Historically, the Fraser River Valley area in general was originally prospected during the 1860's gold rush which was originated from the discovery of placer gold in the Fraser River. Early reports of gold in quartz veins came from Hairsine Creek in the Stave Lake Dam area, the Ruskin dam area and the Hayward Lake area near Stave Falls. In 2009, the previous Property owner discovered two gold, silver and copper showings on the Property known as Jewelry Box and Boom Box veins, after the area was opened up due to construction of numerous logging roads to support several clear cut logging activities conducted in 2008 and 2009 on the Property.

GSC Memoir 335-Roddick, 1965, has suggested that the most likely model for sulphide deposits in the area seem to be those that combine to the maximum extent the following features: (1) a highly evolved plutonic rock, particularly one rich in quartz, such as biotite granodiorite; (2) a sulphur-bearing, permeable host rock; (3) structures that increase or localize permeability.

In August 2020, the Company contracted the Optionor to complete exploration work on the Property which included prospecting, mapping and grab rock sampling; soil geochemistry along a survey grid, sample assaying and petrographic studies on selected grab rock samples.

Petrographic studies in 2020 indicated that gold-bearing quartz veins have quartz as the most abundant silicate and hosts subordinate amounts of sphalerite, pyrite, galena, and chalcopyrite, all of which filled in the interstices of variably fractured and brittlely deformed quartz crystals. Very fine-grained particles of gold precipitated along the boundaries between the sphalerite and chalcopyrite, between the sphalerite and the galena. Gold also occurs as an inclusion within the pyrite, along the boundary between the pyrite and the quartz, and within the fractures of the quartz.

The Author visited the Property on August 29, 2020 to verify the ongoing exploration work on the Property, to view local geological condition, rock outcrops, local structural trends and controls of mineralization. Two samples were collected during this visit (Scarlett 1-AP from the Boombox showing and Scarlett 2-AP from the Jewelry Box Vein).

The data presented in the Technical Report is based on reports available from the Company, the British Columbia Ministry of Mines, Minfile data, the Geological Survey of Canada, and the Geological Survey of BC. A part of the data was collected by the Author during the Property visit. All the consulted data sources are deemed reliable. The data collected during the course of present study is considered sufficient to provide an opinion about the merit of the Property as a viable exploration target.

There are some risks associated with the Property that it is close to the Vancouver Lower Mainland and the area has tourist's attraction. There are several gravel pits around this area which indicates exposure of the local population regarding mining operations.

Based on its past exploration history, favourable geological and tectonic setting, presence of surface mineralization, and the results of present study, it is concluded that the Property is a property of merit and possesses a good potential for additional discovery of gold, silver, zinc and other mineralization indicative of a proximal buried porphyry source. Good road access, nearby powerlines together with abundant availability of exploration and mining services in the vicinity makes it a worthy mineral exploration target. The historical and current exploration data collected by various operators on the Property provides the basis for follow-up work programs.

Recommendations

In the qualified person's opinion the character of the Scarlett Property is sufficient to merit the following phased work program, where the second phase is contingent upon the results of the first phase.

Phase 1 – Prospecting Mapping, Sampling, Soil Geochemistry and Geophysical Surveys

The most recent August – September 2020 exploration work program provided significant surface mineralization discoveries thus a follow up work program which should include further expanding the soil and rock geochemistry grid in a continued effort to constrain the currently known surface mineralization on the Property. More specifically, it is recommended that an expanded soil survey be conducted to the south designed to define the Cu, Zn, As and Te soil anomaly.

A ground Induced Polarization (IP) survey over the currently known mineralization is also recommended to aid in determining the depth of known surface mineralization including the anomalous zones within the soil grid to aid in establishing the source of such mineralization. The IP survey should also be carried out on a north-south orientation with a minimum length of 600 metres to ensure ample depth of survey. Additional tasks include following up on recently discovered mineralized rock chip sample occurrences, continued ground prospecting, mapping and sampling work efforts on the remaining Property to seek to discover additional outcrops and related quartz veins over the greater extent of the unexplored portion of the Property. Total estimated budget for this work is \$212,080.

Phase 2 – Drilling, Trenching and Sampling

If results from the first phase are positive, then a follow up drilling, trenching and expanded sampling program would be warranted. This work would help to further establish trends and continuity of the currently known anomalous surface mineralization as well as test depth extent of the mineralized veining systems and established IP anomalies. The Jewelry Box and Boom Box Vein areas are recommended for additional exploration work which includes a total of 1000 metres of diamond drilling as well as localized stripping and trenching seeking to expose near surface mineralized outcrop.

Detailed scope of work, budget and final location of drill holes and trenching work will be dependent upon results of Phase 1 work.

Item	Unit	Unit Rate (\$)	Numbe r of Units	Total
Mapping, Trenching and Sampling
Geological mapping (geologist 1)	days	\$650	10	\$6,500
Geological mapping (geologist 2)	days	\$650	10	\$6,500
Prospecting / soil sampling (2 person crew)	days	\$800	20	\$16,000
Ground geophysical survey	line-km	\$7,50 0	10	\$75,000
Line cutting-flagging of survey lines	line-km	\$800	35	\$28,000
Accommodations and Meals	day	\$100	100	\$10,000
Supplies	ls	\$5,00 0	1	\$5,000
Sample Assays	sample	\$50	400	\$20,000
Transportation Road	km	\$1	10,000	\$10,000
Data Compilation	days	\$650	10	\$6,500
Report Writing	days	\$650	10	\$6,500
Project Management	days	\$700	4	\$2,800
Sub Total				\$192,800
Contingency 10%				\$19,280
Total Phase 1 Budget				\$212,080

USE OF PROCEEDS

Proceeds

The completion of this Offering is subject to a minimum subscription of 3,000,000 Shares with aggregate gross proceeds of \$450,000 (the "Minimum Offering"). If subscriptions representing the Minimum Offering are not received within 90 days of the issuance of a receipt for the final Prospectus, or if a receipt has been issued for an amendment to the final Prospectus, within 90 days of the issuance of such receipt and in any event not later than 180 days from the date of receipt for the final Prospectus, the Offering will cease. The Agent, pending closing of the Minimum Offering, will hold in trust all subscription funds received pursuant to the provisions of the Agency Agreement. If the Minimum Offering is not completed, the subscription proceeds received by the Agent in connection with the Offering will be returned to the subscribers without interest or deduction.

Funds Available

The net proceeds to the Company from the sale of the Shares after deducting the Agent's Commission of \$36,000, but prior to deducting the estimated expenses of the Offering and the Corporate Finance Cash Fee, will be \$414,000. Upon deducting from the net proceeds the estimated expenses of the Offering of \$84,000, the Corporate Finance Cash Fee of \$25,000, and including working capital surplus as at December 31, 2020 of approximately \$177,175, the total available funds to the Company are estimated to be \$482,175.

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

Minimum
\$212,080
\$20,000
\$145,000
\$105,095
\$482,175

(1) See "Narrative Description of the Business".

(2) The Company estimates that its general and administrative costs will include transfer agent fees of \$6,000, professional fees (including legal and audit) of \$25,000, geological consulting fees of \$20,000, director and management fees (including accounting fees) of \$54,000, investor relations fees of \$30,000 and Exchange fees of \$10,000.

Although the Company intends to expend the proceeds from the Offering as set out above, the amount actually expended for the purposes described above could vary significantly depending on, among other things, price of gold and copper, unforeseen events, the results of the Phase I exploration program 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.

The Phase I exploration program on the Scarlett Property is expected to commence in spring 2021. If the results of the Phase I work program are positive, then a follow up drilling, trenching and expanded soil and rock sampling program would be warranted to be carried out as a Phase II work program. The detailed scope of work, budget and final location of drill holes and trenching work comprising the Phase II program will be dependent upon results of Phase I work. See "Narrative Description of the Business – Recommendations" in this Prospectus excerpted from the Technical Report regarding further details on the composition and costs of the Phase I program and details regarding the potential Phase II exploration program.

If a Phase II exploration program is warranted, any unallocated working capital will be contributed to its funding. The Company's unallocated working capital will not suffice to fully fund a Phase II work program on the Property and there is no assurance that the Corporation can successfully obtain additional financing to fund a Phase II work program on the Property. The Company will require future equity financings to fully fund a Phase II work program on the Property. Additional financing cannot be assured. Subject to the funding required for a Phase II work program, any unallocated funds from the Offering and from the exercise of any of the Agent's Warrants will be otherwise added to the working capital of the Company.

The Company's allocation for general and administrative costs in the funds available post-Offering will be sufficient to meet its general and administrative costs to fund ongoing operations for at least 12 months.

Since the Company does not currently have revenues and cannot expect to have any revenues in the foreseeable future, the Company will be funding its negative cash flow from operating activities with the proceeds of the Offering. Those operating activities will not generate revenues for the Company. See the sections of this Prospectus entitled "Risk Factors – Lack of Operating Cash Flow" and "Risk Factors – The Company operates at a loss and may never generate a profit".

The current COVID-19 pandemic and other unforeseen events may also impact the ability of the Company to use the proceeds from the sale of the Shares as intended or disclosed in this Prospectus. See "Risk Factors". See the sections of this Prospectus entitled "Risk Factors – Global financial conditions may impact the Company's ability to raise additional funds" and "Risk Factors – The COVID-19 pandemic is impacting mining operations and the global economy".

Business Objectives and Milestones

The Company expects to accomplish the following objectives or milestones using the \$482,175 in funds available upon completion of the Offering (including \$177,175 working capital surplus as at December 31, 2020):

	Event	Time Frame
1.	Closing the Offering	Within 90 days of filing final Prospectus (cost \$84,000)
2.	Make a cash payment pursuant to the Property Option Agreement	Within 12 months of the Effective Date (cost \$20,000)
3.	Carry out the Phase I exploration program on the Scarlett Property	Within 12 months of the Effective Date (cost \$212,080)

If appropriate opportunities present themselves, the Company may acquire mineral claims, material interests in other mineral claims, and companies that the Company believes are strategic. The Company currently has no understandings, commitments or agreements with respect to any other material acquisition and no other material acquisition is currently being pursued.

The impact of the COVID-19 pandemic has major implications for all economic activities, including that of the Company. At this time, it is not possible to predict the duration or magnitude of the adverse results of the outbreak, however, management believes that the impact to the Company will continue to be limited mainly to the curtailment of travel and access to mineral projects due to travel and social distancing restrictions as well as its ability to raise financing. There has been no material disruption to the Company's current operations to date. The Company's current focus is on its Scarlett Project located in British Columbia, Canada, and as a result, access to the property is not prohibited and exploration activities have not been disrupted but there is no assurances that disruptions due COVID-19 will not occur in the future.

DIVIDENDS OR DISTRIBUTIONS

The Company has not, since its incorporation on July 28, 2020, paid any dividends on any of the Common Shares. The Company has no present intention to pay dividends. The future dividend policy will be determined by the Board on the basis of earnings, financial requirements and other relevant factors.

No dividends will be paid on any class or series of shares nor will shares or any series thereof be redeemed if such act would result in the Company having insufficient net assets to redeem the Preferred Shares (as defined herein), if applicable.

SELECTED FINANCIAL INFORMATION AND MANAGEMENT DISCUSSION AND ANALYSIS

Overview for period from incorporation on July 28, 2020 to October 31, 2020

The Company is engaged in the business of mineral exploration in British Columbia. On August 5, 2020, the Company entered into the Property Option Agreement with the Optionor to acquire a 100% interest in the Property. The Scarlett Property is the sole property interest of the Company at this date.

During the period from incorporation on July 28, 2020 to October 31, 2020, the Company raised a total of \$341,544 in cash from the issuance of an aggregate of 8,636,344 Common Shares pursuant to private placements.

Selected Annual Information

The following table represents selected annual financial information of the Company derived from the audited financial statements for the period from incorporation on July 28, 2020 to October 31, 2020 and should be read in conjunction with the same.

	From Incorporation on July 28, 2020 to October 31, 2020 (audited)
Total Revenues	-
Exploration Expenditures	\$113,287
Professional Fees	\$9,800
General and Administrative Expenses	\$1,740
Stock-based compensation expense	\$Nil
Net Loss and Comprehensive Loss for the Period	\$13,040
Loss per share (basic and diluted)	\$0.00
Total Assets	\$368,599
Total Liabilities	\$40,095
Cash dividends per share	\$Nil

To the date of this Prospectus, the Company has incurred expenditures totaling \$113,287 in respect of the Scarlett Property, consisting of consisting of \$100,308 in exploration costs and \$12,979 in acquisition costs pursuant to the Property Option Agreement and for staking fees.

Management's Discussion and Analysis

The Company's management's discussion and analysis ("Management's Discussion and Analysis") provides an analysis of the Company's financial results for the period from incorporation on July 28, 2020 to October 31, 2020, and should be read in conjunction with the financial statements of the Company for such period, and the notes thereto respectively. The Company's Management's Discussion and Analysis is attached to this Prospectus as Schedule C.

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

DESCRIPTION OF SECURITIES DISTRIBUTED

Authorized and Issued Share Capital

The authorized share capital of the Company consists of an unlimited number of Common Shares and an unlimited number as Class B preferred shares without par value ("Preferred Shares"). As of the date of this Prospectus, 8,636,344 Common Shares are issued and outstanding as fully paid and non-assessable shares and no Preferred Shares are outstanding.

Common Shares

The holders of the Common Shares are entitled to receive notice of and to attend and vote at all meetings of the shareholders of the Company and each Common Share shall confer the right to one vote in person or by proxy at all meetings of the shareholders of the Company. The holders of the Common Shares, subject to the rights of Preferred Shares holders and any payment of dividends declared but unpaid on Preferred Shares (if applicable), are entitled to receive such dividends in any financial year as the Board may determine by resolution. In the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or in the event of the redemption, purchase or acquisition of any shares, the reduction of capital or any other return of capital, the holders of the Common Shares are entitled to receive, subject to the prior rights of the holders of Preferred Shares, an amount equal to the paid-up capital thereon and any dividends declared thereon and unpaid, and any remaining property and assets of the Company. The Common Shares are not subject to call or assessment rights, rights regarding purchase for cancellation or surrender, or any pre-emptive or conversion rights.

In addition to the Common Shares issued and outstanding, the following table sets out the number of and percentage of the Common Shares of the Company proposed to be outstanding on a fully-diluted basis after giving effect to the Offering.

	No. of Common Shares	Percentage of Total
Issued and outstanding as at the date of the Prospectus	8,636,344	72.72%
Issuable pursuant to the Offering	3,000,000	25.26%
Reserved for issuance pursuant to Agent's Warrants	240,000	2.02%
Total outstanding on a fully-diluted basis	11,876,344	100.00%

Preferred Shares

The Preferred Shares may be issued from time to time in one or more series and will have, among others, the following special rights and restrictions:

• The holders of Preferred Shares as a class shall, in preference to the holders of the Common Shares, be entitled to receive dividends.
• The holders of the Preferred Shares of any series shall also be entitled to such other preference, not inconsistent with these provisions, over the holders of the Common Shares and the shares of any other class ranking junior to the Preferred Shares.
• Unless subordinated in priority by the special rights and restrictions attached to any series of Preferred Shares, holders of Preferred Shares as a class will be entitled on distribution of the assets of the Company on liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or on any other distribution of assets the Company receive priority prior to any distribution to the holders of Common Shares or any other shares ranking junior.
• No Preferred Shares may be issued if the Company is in arrears in the payment of dividends on any outstanding series of Preferred Shares without the approval of the holders of the Preferred Shares by resolution passed by the majority of holders of Preferred Shares.

The Board may also, by resolution, determine the maximum number of shares of any series of Preferred Shares, alter the Articles to create an identifying name by which the shares of any of the Preferred Shares may be identified and alter the Articles and authorize the alteration of the notice of articles to attach special rights or restrictions to Preferred Shares or to alter such special rights or restrictions, as follows, including without limitation: (a) the rate, amount or method of calculation of dividends, (b) whether such dividends are cumulative, partly cumulative or noncumulative, (c) the dates, manner and currency of payments of dividends and the date from which they accrue or become payable, (d) if redeemable or purchasable (whether at the option of the Company or holder of the Preferred Shares or otherwise), the redemption or purchase prices and currencies thereof and terms and conditions of redemption or purchase, with or without provision for sinking or similar funds, (e) the voting rights, if any and (f) any conversion, exchange or reclassification rights.

The Company, as of the date hereof, has no intention to issue Preferred Shares.

Agent's Warrants

On Closing, the Company will issue to the Agent that number of Agent's Warrants equal to 8% of the Shares sold under the Offering. Each Agent's Warrant is exercisable into one Broker Warrant Share for \$0.15 per Broker Warrant Share for a period of 24 months from the Closing Date.

The Agent's Warrants are qualified for distribution by this Prospectus.

CONSOLIDATED CAPITALIZATION

The following table outlines the consolidated capitalization of the Company as at October 31, 2020 and the date of this Prospectus, to reflect any material changes in the share and loan capital of the Company and both before and after giving effect to the Offering. The table should be read in conjunction with the audited financial statements of the Company, attached hereto as Schedule B.

Description	Authorized Amount	Outstanding as at October 31, 2020 (Audited)	Outstanding at the date of this Prospectus (Unaudited)	Outstanding after giving effect to the Offering (Unaudited)
Common Shares	Unlimited	8,636,344	8,636,344	11,636,344(1)(2)(3)(4)
Agent's Warrants	N/A	Nil	Nil	240,000
Options	10% rolling	Nil	Nil	Nil
Preferred Shares	Unlimited	Nil	Nil	Nil
Long Term Debt	Nil	Nil	Nil	Nil

(1) Assumes the issuance of 3,000,000 Shares under the Offering.

(2) Does not include any Common Shares issuable upon exercise of the Agent's Warrants.

(3) Certain of these Common Shares to be subject to certain escrow and resale restrictions. See "Escrowed Securities".

(4) Does not include 150,000 Common Shares to be issued to the Optionor within ten days of the Effective Date pursuant to the Property Option Agreement.

OPTIONS TO PURCHASE SECURITIES

Incentive Stock Options and Stock Option Plan

The Board approved the incentive stock option plan of the Company (the "Plan"), for the employees, directors, officers, consultants and employees of a person or company which provides management services to the Company or its subsidiary companies (the "Participants"), to grant such Participants stock options. The aggregate number of Common Shares that may be issuable pursuant to option grants under the Plan cannot exceed 10% of the Company's issued and outstanding Common Shares as at the date of grant. This is a "rolling" plan as the number of Common Shares reserved for issuance pursuant to the grant of stock options will increase as the Company's issued and outstanding number of Common Shares increases. Up to an aggregate of 1,163,634

Common Shares, representing approximately 10% of the proposed number of issued and outstanding Common Shares after completion of the Offering, will be available for the grant of stock options under the Plan.

The Plan is administered by the Board and provides that the Board may grant options to purchase Common Shares on terms that the Board may determine, within the limitations of the Plan. The exercise price of an option issued under the Plan is determined by the Board, but may not be less than the closing market price of the Common Shares on the day preceding the date of granting of the option less any available discount, in accordance with the policies of the Exchange (the "Discounted Market Price") or such other price as may be agreed to by the Company and accepted by the Exchange, provided that the exercise price for each optioned Common Share in respect of options granted within 90 days of a "distribution" by a "prospectus" (as such terms are defined in Exchange Policy 1.1) shall not be less than the greater of the Discounted Market Price and the price per Common Share paid by public investors for listed Common Shares of the Company under the "distribution" . No option may be granted for a term longer than 10 years. The options are not transferrable or assignable.

An option may expire on such earlier date or dates as may be fixed by the Board, subject to earlier termination in the event the optionee ceases to be eligible under the Plan by reason of death, retirement or otherwise. If an optionee ceases to be eligible under the Plan by reason of being dismissed from any such position, all unexercised option rights will be immediately terminated. If an optionee ceases to be eligible under the Plan by any reason other than termination for cause or as a result of death, the optionee will have a right for a period of the earlier of: (a) 90 days from the date of the optionee ceasing to be eligible and (b) the normal expiry date of the options, to exercise the options under the Plan, with all unexercised options terminating immediately upon expiration of such period.

The Plan provides for the following restrictions: (i) no Participant may be granted an option if that option would result in the total number of stock options granted to the Participants in the previous 12 months, exceeding 5% of the issued and outstanding Common Shares unless the Company has obtained disinterested Shareholder approval in accordance with Exchange policies; (ii) the aggregate number of options granted to Participants conducting Investor Relations Activities (as defined in Exchange Policies) in any 12 month period must not exceed 2% of the issued and outstanding Common Shares, calculated at the time of grant; and, (iii) the aggregate number of options granted to any one consultant in any 12 month period must not exceed 2% of the issued and outstanding Common Shares, calculated at the time of grant. In addition, Options granted to consultants conducting Investor Relations Activities will vest over a period of 12 months as to 25% on the date that is three months from the date of grant, and a further 25% on each successive date that is three months from the date of the previous vesting or such longer vesting period as the Board may determine. Vesting of Options is otherwise at the discretion of the Board.

As at the date of this Prospectus, the Company has not granted any incentive stock options to purchase Common Shares pursuant to the Plan.

Agent's Warrants

Upon completion of the Offering, the Agent will receive Agent's Warrants entitling it to acquire that number of Common Shares equal to 8% of the aggregate number of Shares sold under the Offering. Each Agent's Warrant is exercisable into one Broker's Warrant Share at a price of \$0.15 per Broker's Warrant Share at any time on or before 24 months from the Closing Date.

There are no assurances that the Agent's Warrants will be exercised in whole, in part or at all.

PRIOR SALES

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

	Price Per	Number of Common
Issue Date	Common Share	Shares Issued	Proceeds to the Company
July 28, 2020	\$0.005	3,000,000(1)	\$15,000
August 10, 2020	\$0.05	2,300,000(2)(3)(5)	\$115,000
August 24, 2020	\$0.05	1,100,000(4)	\$55,000
September 9, 2020	\$0.07	414,230(4)	\$28,996
September 25, 2020	\$0.07	1,822,114(4)	\$127,548
	TOTAL	8,636,344	\$341,544

(1) Subject to the Escrow Agreement pursuant to the escrow restrictions imposed by NP 46-201. See "Escrowed Securities".

(2) 900,000 of these Common Shares are subject to the Escrow Agreement pursuant to the escrow restrictions imposed by NP 46-201. See "Escrowed Securities".

(3) 1,400,000 of these Common Shares are subject to resale restrictions imposed by Exchange Policy 5.4 (as defined herein). See "Escrowed Securities".

(4) Subject to resale restrictions imposed by Exchange Policy 5.4 (as defined herein). See "Escrowed Securities".

(5) Flow-through Common Shares.

ESCROWED SECURITIES

Escrowed Securities

Under the applicable policies and notices of the Canadian Securities Administrators securities held by "Principals", as that term is defined in NP 46-201, are required to be held in escrow in accordance with the national escrow regime applicable to initial public distributions. Equity securities, including Common Shares, owned or controlled by the Principals of the Company are subject to the escrow requirements.

Principals include all persons or companies that, on the completion of the Offering, fall into one of the following categories:

• (i) directors and senior officers of the Company;
• (ii) promoters of the Company during the two years preceding this Offering;
• (iii) those that own and/or control more than 10% of the Company's voting securities immediately before and after completion of this Offering and if they also have elected or appointed or have the right to elect or appoint one or more directors or senior officers of the Company or of a material operating subsidiary of the Company; and
• (iv) those who own and/or control more than 20% of the Company's voting securities immediately before and after completion of this Offering.

A Principal's spouse and their relatives that live at the same address as the Principal will also be treated as Principals and any securities of the Company that they hold will also be subject to escrow requirements.

The Principals of the Company are Todd Hanas, David Cross, and Michael Petrina.

Pursuant to an escrow agreement dated as of December 16, 2020, among the Company, the Escrow Agent and the Principals of the Company (the "Escrow Agreement"), the Principals agreed to deposit in escrow their Common Shares (the "Escrowed Securities") with the Escrow Agent. The Escrow Agreement provides that 10% of the Escrowed Securities will be released from escrow upon the Listing Date and that an additional 15% will be released therefrom every 6 month interval thereafter, over a period of 36 months.

The Company is an "emerging issuer" as defined in the applicable policies and notices of the Canadian Securities Administrators and if the Company achieves "established issuer" status during the term of the Escrow Agreement, it will "graduate" resulting in a catch-up release and an accelerated release of any securities remaining in escrow under the 18 month schedule applicable to established issuers as if the Company had originally been classified as an established issuer.

Pursuant to the terms of the Escrow Agreement, the Escrowed Securities may not be transferred or otherwise dealt with during the term of the Escrow Agreement unless the transfers or dealings within the escrow are:

• (i) transfers to continuing or, upon their appointment, incoming directors and senior officers of the Company or of a material operating subsidiary, with approval of the Company's board of directors;
• (ii) transfers to an RRSP or similar trustee plan provided that the only beneficiaries are the transferor or the transferor's spouse or children or parents;
• (iii) transfers upon bankruptcy to the trustee in bankruptcy;
• (iv) pledges to a financial institution as collateral for a loan, provided that upon a realization the securities remain subject to escrow; and
• (v) tenders of Escrowed Securities to a take-over bid are permitted provided that, if the tenderer is a Principal of the successor corporation upon completion of the take-over bid, securities received in exchange for tendered Escrowed Securities are substituted in escrow on the basis of the successor corporation's escrow classification.

The following table sets forth details of the Escrowed Securities that are subject to the Escrow Agreement as of the date of this Prospectus:

		Percentage	Percentage
Name	No. of Escrowed Common Shares(1)	(Prior Giving Effect to the Offering)(2)	(After Giving Effect to the Offering)(2)
Todd Hanas	3,400,000	39.37%	29.22%
David Cross	400,000	4.63%	3.44%
Michael Petrina	100,000	1.16%	0.86%
Total:	3,900,000	45.16%	33.52%

(1) These Common Shares have been deposited in escrow with the Escrow Agent pursuant to the Escrow Agreement.

(2) Calculated based on the aggregate number of issued and outstanding Common Shares after completion of the Offering totaling 11,636,344 Common Shares.

Shares Subject to Resale Restrictions

Common Shares that are issued to non-Principals of the Company prior to completion of the Offering ("Seed Shares") may be subject to escrow restrictions or hold periods imposed by Exchange Policy 5.4 - Escrow, Vendor Considerations and Resale Restrictions ("Policy 5.4"). A total of 4,736,344 Common Shares are Seed Shares subject to resale restrictions under Policy 5.4 as follows:

Common Shares	Resale Restrictions
2,500,000 Common Shares issued at \$0.05 per	20% of the total released on the Closing Date and 20% of the total
Common Share	released every month thereafter, resulting in a total release 4 months after
	the Closing Date

2,236,344 Common Shares issued at \$0.07 per	20% of the total released on the Closing Date and 20% of the total
Common Share	released every month thereafter, resulting in a total release 4 months after
	the Closing Date

PRINCIPAL SHAREHOLDERS

The following table sets forth, to the best of the Company's knowledge, as of the date hereof, the only persons or companies who beneficially own, directly or indirectly, or exercise control or direction over, directly or indirectly, 10% or more of the issued and outstanding Common Shares before and after giving effect to the Offering:

Prior to the Offering			After Giving Effect to the Offering
Name	Number of Common Shares of Record and Beneficially Owned Directly or Indirectly	Percentage of Common Shares Held	Number of Common Shares of Record and Beneficially Owned Directly or Indirectly	Percentage of Common Shares Held(1)	Percentage of Common Shares Held(2)
Todd Hanas	3,400,000	39.37%	3,400,000	29.22%	28.63%

(1) Calculated based on the aggregate number of issued and outstanding Common Shares after completion of the Offering totaling 11,636,344 Common Shares.

(2) On a fully-diluted basis, assuming completion of the Offering and the exercise all the Agent's Warrants, the aggregate number of issued and outstanding Common Shares would total 11,876,344 Common Shares.

DIRECTORS AND OFFICERS

Each director of the Company holds office until the next annual general meeting of the shareholders or until his successor is duly elected or appointed, unless his office is earlier vacated in accordance with the articles of the Company or he becomes disqualified to act as a director. As at the date of this Prospectus, the number and percentage of Common Shares beneficially owned, or controlled or directed, directly or indirectly, by the directors and officers of the Company as a group is 3,900,000 or 45.16% of the current issued and outstanding Common Shares of the Company. Upon Closing of the Offering, assuming the Agent has not exercised the Agent's Warrants and none of the directors or officers purchase any of the Shares, the number and percentage of the Common Shares beneficially owned, or controlled or directed, directly or indirectly, by all of the directors and officers of the Company will be 3,900,000 or 33.52% of the then current issued and outstanding Common Shares of the Company.

The names, municipality of residence, position within the Company and the present and principal occupations for the past five years of each of the directors and officers of the Company are set forth in the following table.

			Common Shares
			Beneficially Owned
Name and Province of			Directly or Indirectly
Residence and Position with	Director/	Principal Occupation for the	(at the date of this
the Company	Officer Since	Past Five Years	Prospectus)(2)(3)

Todd Hanas(1) British Columbia, Canada Chief Executive Officer, Director	Director and Officer since July 28, 2020	President and CEO of Bluesky Corporate Communications Ltd., a communications, corporate finance and investor relations consulting firm.	3,400,000 (39.37%)
David Cross British Columbia, Canada Chief Financial Officer, Corporate Secretary and Director	Director and Officer since July 28, 2020	Partner of Cross Davis & Company LLP, a CPA accounting firm providing accounting, corporate secretary and management services to publicly traded companies.	400,000 4.63%
Michael Petrina, PEO(1) Ontario, Canada Director	Director since July 28, 2020	Professional engineer; currently works as a Principal Mine Engineer with Moose Mountain Technical Services.	100,000 1.16%
Alan Hitchborn, P.Geo(1) British Columbia, Canada Director	Director since August 12, 2020	Professional geologist; currently, Senior Technical Advisor with New Placer Dome Gold Corp. and CEO of Omega Gold Corp., a private resource exploration company; recently, Vice President, Geology and Exploration with Frontera Mining. Previously, Vice President, Exploration with Great Panther Mining Limited.	Nil

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

(2) Based on 8,636,344 Common Shares issued and outstanding as of the date of this Prospectus.

(3) Subject to the Escrow Agreement pursuant to the escrow restrictions imposed by NP 46-201. See "Escrowed Securities".

The term of office of the directors expires annually at the time of the Company's next annual general meeting of shareholders.

After completion of the Offering, these directors and officers, as a group, will own or exercise control over 3,900,000 issued and outstanding Common Shares, which will represent 33.52% of the outstanding Common Shares upon completion of the Offering.

The following is a brief description of the background of the key management, directors and promoters of the Company.

Todd Hanas, Chief Executive Officer, Director and Promoter

Todd Hanas is the Founder, Chief Executive Officer and a Director of the Company. Mr. Hanas is also the President and CEO of Bluesky Corporate Communications Ltd., a business communications, corporate finance and investor relations/consulting firm for both private and public companies with its primary focus on the resource sector.

Mr. Hanas will devote approximately 50% of his time to the affairs of the Company.

Mr. Hanas is a consultant to the Company and has not entered into a non-competition or nondisclosure agreement with the Company and is 53 years of age.

David Cross, Chief Financial Officer, Director and Corporate Secretary

Dave Cross, CPA, CGA is a partner of Cross Davis & Company LLP; a CPA accounting firm located in Vancouver, BC that has been providing accounting, corporate secretary and management services to publicly traded companies for over a decade. The firm's main area of focus is the mining sector. Prior to his position at Cross Davis & Company LLP, Mr. Cross served as manager for Davidson & Co., a leading Vancouver accounting and audit firm specializing in the mining sector.

Mr. Cross will devote approximately 15% of his time to the affairs of the Company.

Mr. Cross is a consultant to the Company and has not entered into a non-competition or nondisclosure agreement with the Company and is 45 years of age.

Michael Petrina, Director

Mike Petrina, Bachelor Applied Science (Mining), PEO, is a professional engineer based in Iroquois Falls, ON. He has over 35 years of experience in the industry ranging from operations and engineering of both open pit and underground mines. Mr. Petrina has worked at vice president level for a number of years with MAG Silver Corp., Hawthorne Gold Corp. and Adriana Resources Ltd. as well as Probe Mines Ltd. He currently works as a Principal Mine Engineer with Moose Mountain Technical Services.

Mr. Petrina will devote approximately 10% of his time to the affairs of the Company.

Mr. Petrina is a consultant to the Company and has not entered into a non-competition or nondisclosure agreement with the Company and is 61 years of age.

Alan Hitchborn, Director

Alan Hitchborn is an experienced exploration-mining geologist with nearly 40 years of practice in mineral exploration and mine operations throughout the world. Mr. Hitchborn and his team have managed 700,000 metres of combined reverse circulation and core drilling. He has a proven track record in developing and expanding reserves with minimal costs. He has led exploration teams and campaigns for mining companies such as Amselco, Placer Dome, Aura Minerals, Corex Gold, and Kimber Resources. His teams have two gold-silver discoveries to their credit. Currently he serves as Senior Technical Advisor to New Placer Dome Gold Corp (TSXV: NGLD) and is the CEO of Omega Gold Corp., a private resource exploration company focused on Peru. Recently he was Vice President, Geology and Exploration of Frontera Mining and Vice President, Exploration with Great Panther Mining Limited. He holds Bachelor of Science in Geology from the University of Nevada - Reno. Mr. Hitchborn is a registered professional geologist with Engineers and Geoscientists of British Columbia.

Mr. Hitchborn will devote approximately 15% of his time to the affairs of the Company.

Mr. Hitchborn is a consultant to the Company and has not entered into a non-competition or nondisclosure agreement with the Company and is 66 years of age.

Corporate Cease Trade Orders or Bankruptcies

As at the date of this Prospectus, no director or executive officer of the Company is, or within the ten years prior to the date of this Prospectus has been a director, chief officer or chief financial officer of any company (including the Company), that:

(a) was subject to a cease trader order, an order similar to a cease trade order or an order that that denied the relevant company access to any exemption under securities legislation (an "order") that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer; or

(b) was subject to an order 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.

As at the date of this Prospectus, no director, executive officer or a shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company of the Company: is, as at the date of this Prospectus, or has been within 10 years before the date of this Prospectus, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

Penalties or Sanctions

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

Personal Bankruptcies

No existing or proposed director, officer, or shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company has, during the ten years prior to the date hereof, become bankrupt or made a proposal under any legislation relating to bankruptcy or insolvency or has been subject to or instituted any proceedings, arrangement, or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold his or her assets.

Conflicts of Interest

The directors and officers of the Company will not be devoting all of their time to the affairs of the Company. In particular, the Chief Executive Officer, as to 50% and the Chief Financial Officer, as to 15%, of the Company will only be devoting part 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 obligation 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.

AUDIT COMMITTEE AND CORPORATE GOVERNANCE

Audit Committee

National Instrument 52-110 – Audit Committees ("NI 52-110"), NI 41-101 and Form 52-110F2 require the Company, as a venture issuer, to disclose certain information relating to the Company's audit committee (the "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.

Composition of Audit Committee

The members of the Company's Audit Committee are:

Todd Hanas(3)	Not Independent	Financially literate(2)
Michael Petrina	Independent(1)	Financially literate(2)
Alan Hitchborn	Independent(1)	Financially literate(2)

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

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

(3) Chair of the Audit Committee.

Relevant Education and Experience

Each member of the Company's present Audit Committee has adequate education and experience that is relevant to their 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;
• (b) the ability to assess the general application of such accounting principles in connection with the accounting for estimates, accruals and provisions;
• (c) 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
• (d) an understanding of internal controls and procedures for financial reporting.

Todd Hanas: Mr. Hanas has experience as a director of publicly listed issuers with a specific focus in the resource sector. Mr. Hanas is also the President and CEO of Bluesky Corporate Communications Ltd., a business communications, corporate finance and investor relations/consulting firm for both private and public companies. Mr. Hanas has been involved in a variety of matters requiring financial literacy including reviewing and approving financial statements for resource issuers in his capacity as a director.

Michael Petrina: Mr. Petrina is a professional engineer with over 35 years of experience in the mining industry ranging from operations and engineering of both open pit and underground mines. Mr. Petrina has worked at vice president level for a number of years with MAG Silver Corp., Hawthorne Gold Corp. and Adriana Resources Ltd. as well as Probe Mines Ltd. He currently works as a Principal Mine Engineer with Moose Mountain Technical Services. He has extensive knowledge and experience on budgeting, costs, and financial matters in the mining industry has been involved in a variety of matters requiring financial literacy. Mr. Petrina has been involved in a variety of matters requiring financial literacy including reviewing and approving financial statements for resource issuers in his capacity as a director.

Alan Hitchborn: Mr. Hitchborn 40 years of practice in mineral exploration and mine operations throughout the world working with several Exchange-listed companies. He has been extensively involved with project management and budgeting where he has gained the knowledge and financial skills required for an exploration company including analyzing and consulting on financial statements in the exploration industry.

See "Directors and Officers" for further details.

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 Company's board of directors.

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 Sections 2.4, 6.1.1(4), (5) and (6) of NI 52-110, or an exemption from NI 52-110, in whole or in part, granted under Part 8 of National Instrument 52-110.

Pre-Approval Policies and Procedures

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

External Auditor Service Fees

The fees billed by the Company's external auditors during the financial period from incorporation date of July 28, 2020 to October 31, 2020 for audit and non-audit related services provided to the Company are as follows:

From Incorporation July 28, 2020 to October 31, 2020	Audit Fees	Audit Related Fees(1)	Tax Fees(2)	All other Fees(3)
2020	\$6,500	\$Nil	\$Nil	\$Nil

(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.

Exemption

The Company has relied upon the exemption provided by section 6.1 of NI 52-110, which exempts a venture issuer from the requirement to comply with the restrictions on the composition of its Audit Committee and the disclosure requirements of its Audit Committee in an annual information form as prescribed by NI 52-110.

Corporate Governance

General

The Company's Board believes that good corporate governance improves corporate performance and benefits all shareholders. National Policy 58-201 - Corporate Governance Guidelines provides non-prescriptive guidelines on corporate governance practices for reporting issuers such as the Company. In addition, National Instrument 58-101 - Disclosure of Corporate Governance Practices ("NI 58-101") prescribes certain disclosure by the Company of its corporate governance practices. This disclosure is presented below.

Board of Directors

The Company's Board facilitates its exercise of independent supervision over the Company's management through frequent meetings of the board of directors.

The Company's Board is comprised of four (4) directors, of whom each of Michael Petrina and Alan Hitchborn are independent for the purposes of NI 58-101. Todd Hanas and David Cross are not independent as Mr. Hanas serves as Chief Executive Officer and Mr. Cross serves as Chief Financial Officer and Corporate Secretary of the Company.

Directorships

Certain of the Company's directors are also currently directors of other reporting issuers as follows:

Name	Reporting Issuer
Todd Hanas	GAIA Metals Corp. (TSXV)
	Organimax Nutrient Corp. (TSXV)
Mike Petrina	Lomiko Metals Inc. (TSXV)

Orientation and Continuing Education

New members of the Board receive an orientation package which includes reports on operations and results, and public disclosure filings by the Company. Meetings of the Board 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 members of the Board.

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 committee other than the Audit Committee.

Assessments

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

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The purpose of this Compensation Discussion and Analysis is to provide information about the Company's executive compensation objectives and processes and to discuss compensation decisions relating to its Named Executive Officers ("NEO") listed in the summary compensation table that follows. During its fiscal period ended October 31, 2020, the following individuals were NEOs (as determined by applicable securities legislation) of the Company:

Todd Hanas – Chief Executive Officer

David Cross – Chief Financial Officer and Corporate Secretary

As of the date of this Prospectus, the Company's directors have not established any benchmark or performance goals to be achieved or met by the NEOs, however, such NEOs are expected to carry out their duties in an effective and efficient manner so as to advance the business objectives of the Company. The satisfactory discharge of such duties is subject to ongoing monitoring by the Company's directors.

Notwithstanding the foregoing, given that the Company has not, as of yet, generated any significant income or cash flow from operations and operates with limited financial resources to ensure that funds are available to complete scheduled programs, the Board has to consider not only the financial situation of the Company at the time of the determination of executive compensation, but also the estimated financial situation in the mid and long term. An important element of executive compensation is the grant of incentive stock options by the Company to its employees, directors and officers which do not require cash disbursement by the Company. See "Summary Compensation Table" below.

Compensation Objectives and Principles

In assessing the compensation of its executive officers, the Company does not have in place any formal objectives, criteria or analysis; compensation payable is currently determined by the Board.

The primary goal of the Company's executive compensation process is to attract and retain the key executives necessary for the Company's long term success, to encourage executives to further the development of the Company and its operations and to motivate qualified and experienced executives. The key elements of executive compensation awarded by the Company are: (i) base salary; (ii) potential annual incentive awards; and (iii) incentive stock options. The Board is of the view that all elements should be considered rather than any single element. The Board has not considered the implications of the risk associated with the Company's compensation policies and practices. The compensation program is designed to reward each executive based on individual, business and corporate performance and is also designed to incent such executives to drive the annual and longterm business goals of the organization.

For executive officers who are offered compensation, such compensation will primarily be comprised of a base salary, fees and/or stock options to purchase Common Shares.

Incentive Plan Awards - Option Based Awards

Options to purchase Common Shares are intended to align the interests of the Company's directors and officers with those of its shareholders, to provide a long term incentive that rewards these individuals for their contribution to the creation of shareholder value and to reduce the cash compensation the Company would otherwise have to pay. The Company's Stock Option Plan is administered by the Board. The Board also considers previous grants of options and the overall number of options that are outstanding relative to the number of outstanding Common Shares in determining whether to make any new grants of options and the size and terms of any such grants, as well as the level of effort, time, responsibility, ability, experience and level of commitment of the officer in determining the level of incentive stock option compensation.

Benefits and Perquisites

The Company does not, as of the date of this Prospectus, offer any benefits or perquisites to its NEOs other than entitlement to incentive stock options as otherwise disclosed and discussed herein.

Summary Compensation Table

The following table sets out information concerning: (i) the compensation to be paid to each of the Company's NEOs and Directors for the financial period ending October 31, 2020; and (ii) the expected compensation to be paid to each of the Company's NEOs and directors for the financial year ending October 31, 2021.

Table of compensation excluding compensation securities
Name and position	Year Ended(1)	Salary, consulting fee, retainer or commission (\$)	Bonus (\$)	Committee or meeting fees (\$)	Value of perquisites (\$)	Value of all other compensation (\$)	Total compensation (\$)
Todd Hanas	2020	\$1,500	Nil	Nil	Nil	Nil	\$1,500
CEO and Director	2021	\$30,000	-	-	-	-	\$30,000
David Cross	2020	\$3,500	Nil	Nil	Nil	Nil	\$3,500
Director, CFO & Corporate Secretary	2021	\$12,000	-	-	-	-	\$12,000
David Petrina	2020	Nil	Nil	Nil	Nil	Nil	Nil
Director	2021	\$6,000	-	-	-	-	\$6,000
Alan Hitchborn	2020	Nil	Nil	Nil	Nil	Nil	Nil
Director	2021	\$6,000	-	-	-	-	\$6,000

Note:

(1) Period and year ended October 31.

Options and Other Compensation Securities

No share-based or option-based awards were granted to any NEO or Director during the period from incorporation on July 28, 2020 to October 31, 2020.

Pension Plan Benefits

The Company does not offer any pension plan benefits to its NEOs.

Termination and Change of Control Benefits

The Company is not a party to any contract, agreement, plan or arrangement with its NEOs that provide for payments to NEOs at, following or in connection with any termination (whether voluntary, involuntary or constructive) resignation or retirement, or as a result of a change in control of the Company or a change in a NEOs responsibilities.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

None of the directors, executive officers or employees of the Company or former directors, executive officers or employees of the Company or its subsidiaries had any indebtedness outstanding to the Company or any of the subsidiaries as at the date hereof and no indebtedness of these individuals to another entity is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of the subsidiaries as at the date hereof. Additionally, no individual who is, or at any time during the Company's last financial year was, a director or executive officer of the Company, proposed management nominee for director of the Company or associate of any such director, executive officer or proposed nominee is as at the date hereof, or at any time since the beginning of the Company's last financial year has been, indebted to the Company or any of its subsidiaries or to another entity where the indebtedness to such other entity is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of its subsidiaries, including indebtedness for security purchase or any other programs.

PLAN OF DISTRIBUTION

Shares

Pursuant to the Agency Agreement, the Company has appointed the Agent to offer for sale on a commercially reasonable efforts basis in British Columbia, Alberta and Ontario a minimum of 3,000,000 Shares at a price of \$0.15 per Share.

The completion of this Offering is subject to the Minimum Offering of 3,000,000 Shares. If subscriptions representing the Minimum Offering are not received within 90 days of the issuance of a receipt for the final Prospectus, or if a receipt has been issued for an amendment to the final Prospectus, within 90 days of the issuance of such receipt and in any event not later than 180 days from the date of receipt for the final Prospectus, the Offering will cease. The Agent, pending closing of the Minimum Offering, will hold in trust all subscription funds received pursuant to the provisions of the Agency Agreement. If the Minimum Offering is not completed, the subscription proceeds received by the Agent in connection with the Offering will be returned to the subscribers without interest or deduction.

The Company has applied to list the Common Shares distributed under this Prospectus, including the Shares and the Broker Warrant Shares on the Exchange. The listing is subject to the Company fulfilling all the listing requirements of the Exchange, including prescribed distribution requirements. The listing of the Common Shares on the Exchange is a condition of closing of this Offering. There can be no assurance that the Company will meet all the listing requirements of the Exchange.

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, a U.S. 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).

None of the securities comprising the Shares have been or will be registered under the U.S. Securities Act, or any state securities laws, and accordingly may not be offered, sold or delivered within the United States (as such term is defined in Regulation S under the U.S. Securities Act) except in transactions exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws. Except as permitted in the Agency Agreement, and as expressly permitted by applicable laws of the United States, the Agent will not offer, sell or deliver the Shares within the United States.

Subject to the Minimum Offering being sold, the Agent will receive the Commission equal to 8% of the gross proceeds of Shares sold under the Offering. The Commission will be paid from the proceeds raised from the Offering.

Upon completion of the Offering, the Agent will receive Agent's Warrants entitling it to acquire that number of Broker Warrant Shares equal to 8% of the aggregate number of Shares sold under the Offering. Each Agent's Warrant is exercisable into one Broker Warrant Share at \$0.15 per Broker Warrant Share for up to 24 months from the Closing Date.

The Company, on completion of the Offering, will pay the Agent a \$25,000 Corporate Finance Cash Fee. The Agent will also be reimbursed for its reasonable expenses, including the fees and disbursements of its legal counsel. The Agent has received a retainer of \$15,000 towards such fees and expenses.

The Agent's Warrants are qualified for distribution under this Prospectus as Qualified Compensation Securities.

The obligations of the Agent under the Agency Agreement may be terminated prior to closing of the Offering at the Agent's discretion on the basis of its assessment of the state of the financial markets and may also be terminated at any time upon the occurrence of certain stated events.

Provided that the Offering is completed, the Company shall not to, directly or indirectly, issue, sell or grant or agree to announce any intention to issue, sell or grant, any additional equity or quasi-equity securities for a period of 120 days after the Closing without the prior written consent of the Agent, such consent not to be unreasonably withheld, except in conjunction with: (i) the grant or exercise of stock options and other similar issuances pursuant to the Stock Option Plan and other share compensation arrangements; (ii) outstanding warrants; and (iii) the issuance of securities in connection with property or share acquisitions in the normal course of business.

Pursuant to the Agency Agreement, the Company shall grant the Agent a right of first refusal to provide any brokered equity financing the Company proposes to conduct for a period of one year from the Closing Date.

Other than as disclosed in this Prospectus, there are no payments in cash, securities or other consideration being made, or to be made, to a promoter, finder or any other person or Company in connection with the Offering.

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

The directors, officers and other insiders of the Company may purchase Shares under this Offering.

The Offering Price of the Shares was set by arm's length negotiations between the Company and the Agent.

It is expected that share certificates evidencing the Shares in definitive form will be available for delivery at the closing of the Offering unless the Agent elects for electronic delivery through the non-certificated inventory ("NCI") system of CDS Clearing and Depository Services Inc. ("CDS") or its nominee. If delivered in NCI form, purchasers of Shares will receive only a customer confirmation from the registered dealer that is a CDS participant and from or through which the Shares were purchased.

RISK FACTORS

AN INVESTMENT IN THE SHARES IS SPECULATIVE IN NATURE AND INVOLVES A HIGH DEGREE OF RISK. IN ADDITION TO THE OTHER INFORMATION PRESENTED IN THIS PROSPECTUS, PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS IN EVALUATING AN INVESTMENT IN THE SHARES.

A purchase of any of the 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 the securities of the Company should not constitute a major portion of an individual's investment portfolio and should only be made by persons who can afford a total loss of their investment. Prospective purchasers should evaluate carefully the following risk factors associated with an investment in the Company's securities prior to purchasing any of the securities.

Prospective investors should consult with their professional advisors to assess an investment in the Company.

The risks discussed below also include forward‐looking statements and actual results may differ substantially from those discussed in these forward-looking statements. See "Cautionary Statement Regarding Forward-Looking Statements" in this Prospectus.

The securities offered by this Prospectus must be considered speculative, generally because of the nature of the Company's business. In particular:

Exploring mineral properties is high risk

The Company is in the business of exploring mineral properties, which is a highly speculative endeavour. A purchase of any of the securities offered hereunder involves a high degree of risk and should be undertaken only by purchasers whose financial resources are sufficient to enable them to assume such risks and who have no need for immediate liquidity in their investment. The Offering Price of the Shares issuable under this Offering significantly exceeds the net tangible book value per Common Share. An investment in the securities offered hereunder should not constitute a major portion of an individual's investment portfolio and should only be made by persons who can afford a total loss of their entire investment. Prospective purchasers should evaluate carefully the following risk factors associated with an investment in the Company's securities prior to purchasing any of the securities offered hereunder.

Insufficient Capital

The Company does not currently have any revenue producing operations and may, from time to time, report a working capital deficit. To maintain its activities, the Company will require additional funds which may be obtained either by the sale of equity capital or by entering into an option or joint venture agreement with a third party providing such funding. There is no assurance that the Company will be successful in obtaining such additional financing; failure to do so could result in the loss of the Company's interest in the Scarlett Property.

Limited Operating History

The Company is an early stage company and the Scarlett Property is an exploration stage property. As such, the Company will be subject to all of the business risks and uncertainties associated with any new business enterprise, including under-capitalization, cash shortages, limitations with respect to personnel, financial and other resources and lack of revenues. The current state of the Scarlett Property requires significant additional expenditures before any cash flow may be generated. There is no assurance that the Company will be successful in achieving a return on shareholders' investment and the likelihood of success of the Company must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered in connection with the establishment of any business.

An investment in the Common Shares carries a high degree of risk and should be considered speculative by purchasers. There is little probability of dividends being paid on the Common Shares.

Lack of Operating Cash Flow

The Company currently has no source of operating cash flow and is expected to continue to do so for the foreseeable future. The Company's failure to achieve profitability and positive operating cash flows could have a material adverse effect on its financial condition and results of operations. If the Company sustains losses over an extended period of time, it may be unable to continue its business. Further exploration and development of the Scarlett Property will require the commitment of substantial financial resources. It may be several years before the Company will generate any revenues from operations, if at all. There can be no assurance that the Company will realize revenue or achieve profitability.

There is not presently an active market for the Company's Common Shares

There is currently no market for the securities offered by the Company and there can be no assurance that an active market will develop or be sustained after the Offering. The lack of an active public market could have a material adverse effect on the price of the Company's Common Shares. The Offering Price of the Shares to the public was established by arm's length negotiation between the Company and the Agent, and may not be indicative of fair market value or future market prices.

The future price of the Company Common Shares will vary depending on factors unrelated to the Company's performance or intrinsic fair value

The market price of a publicly-traded stock is affected by many variables not directly related to the corporate performance of the Company, including the market in which it is traded, the strength of the economy generally, the availability of the attractiveness of alternative investments, and the breadth of the public market for the stock. The effect of these and other factors on the market price of the Common Shares on the Exchange in the future cannot be predicted.

The Company's ability to discover commercial quantities of ore is uncertain

Exploration for minerals is a speculative venture necessarily involving some substantial risk. The program proposed by the Company is an exploratory search for ore. There is no certainty that the expenditures to be made by the Company in the acquisition and exploration of the interests described herein will result in discoveries of commercial quantities of ore. The Scarlett Property does not contain any known body of commercial ore.

The Company's ability to market ore discovered by the Company is uncertain and dependent on variables beyond the Company's control and subject to a high degree of variability and uncertainty

Resource exploration and development is a speculative business and involves a high degree of risk. The marketability of natural resources which 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 and processing equipment, government regulations, including regulations relating to prices, taxes, royalties, land tenure, 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.

The Company's ability to develop commercially marketable ore depends on variables that are unknown at this time

The grade of any ore ultimately mined from a mineral deposit may differ from that produced from drilling results. Production volumes and costs can be affected by such factors as the proximity and capacity of processing facilities, permitting regulations and requirements, weather, environmental factors, unforeseen technical difficulties, unusual or unexpected geological formations and work interruptions. Short-term factors relating to ore reserves, such as the need for orderly development of ore bodies or the processing of new or different grades, may also have an adverse effect on the results of operations. Moreover, there can be no assurance that minerals recovered in small scale laboratory tests will be achieved under production scale conditions. Although precautions to minimize risks will be taken, processing operations are subject to hazards such as equipment failure or failure of tailings impoundment facilities, which may result in environmental pollution and consequent liability.

Some aspects of the Company's operations entail risk that cannot be insured against or may not be covered by insurance

Mining operations generally involve a high degree of risk. The Company may become subject to liability for pollution, cave-ins or hazards against which it cannot insure or against which it may elect not to insure. The payment of such liabilities may have a material adverse effect on the Company's financial position.

The calculation of the economic value of ore is subject to a high degree of variability and uncertainty

There is a degree of uncertainty attributable to the calculation of reserves, resources and corresponding grades being dedicated to future production. Until reserves or resources are actually mined and processed, the quantity of reserves or resources and grades must be considered as estimates only. In addition, the quantity of reserves or resources may vary depending on metal prices. Any material change in the quantity of reserves, resource grade or stripping ratio may affect the economic viability of the Company's properties. In addition, there can be no assurance that mineral recoveries in small scale laboratory tests will be duplicated in large tests under on-site conditions or during production.

The Company does not have a guarantee of title

While the Company has conducted due diligence with respect to its Property, this should not be construed as a guarantee of title. The properties may be subject to prior unregistered agreements or transfers or native land claims and title may be affected by undetected defects. The Company must expend monies to carry out further work on the properties described in this Prospectus in order to keep in good standing the interests as described under the heading "Description of Business" and "Interest in Mineral Property" in this Prospectus.

Uncertainties about the resolution of Aboriginal rights in British Columbia may affect the Company

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

The land in which the mineral claims comprising the Property are situated is Crown Land and the mineral claims fall under the jurisdiction of the British Columbia Government. However, if the Company applies for permits from the Government of British Columbia, the Government may be required to consult with First Nations before a permit can be issued and the Company may also be required by law or practice to dialogue and consult with First Nations. The consultation process could result in delays or denials of the granting of any required permits.

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.

Global financial conditions may impact the Company's ability to raise additional funds

Global financial conditions continue to be subject to volatility arising from international geopolitical developments and global economic phenomenon, as well as general financial market turbulence, including but not limited to a significant recent market reaction to the novel coronavirus ("COVID-19") pandemic, resulting in a significant reduction in in many major market indices. Access to public financing and credit can be negatively impacted by the effect of these events on Canadian and global credit markets. The health of the global financing and credit markets may impact the ability of the Company to obtain equity or debt financing in the future and the terms at which financing or credit is available to the Company. These instances of volatility and market turmoil could adversely impact the Company's operations and the trading price of the Common Shares. The adverse effects on the capital markets generally make the raising of capital by equity or debt financing much more difficult and the Company is dependent upon the capital markets to raise financing. Any of these events, or any other events caused by turmoil in world financial markets, may have a material adverse effect on the Company's business, operating results, and financial condition.

The COVID-19 pandemic is impacting mining operations and the global economy

The current global uncertainty with respect to the spread of COVID-19, the rapidly evolving nature of the pandemic and local and international developments related thereto and its effect on the broader global economy and capital markets may have a negative effect on the Company and the exploration and advancement of the Scarlett Property. Rapid spread of COVID-19 and declaration of the outbreak as a global pandemic has resulted in travel advisories and restrictions, certain restrictions on business operations, social distancing precautions and restrictions on group gatherings which are having direct impacts on businesses in Canada, the United States and around the world and could result in travel bans, closure of assay labs, work delays, difficulties for contractors and employees getting to site, and diversion of management attention all of which in turn could have a negative impact on exploration and development of the Scarlett Property and the Company generally. Travel restrictions and protocols put in place by the government of Canada and/or British Columbia may lead to the Company postponing future operations on the Scarlett Property. The spread of COVID-19 may also have a material adverse effect on global economic activity and could result in volatility and disruption to global supply chains and the financial and capital markets, which could affect the business, financial condition, results of operations and other factors relevant to the Company, including its ability to raise additional financing. The government of Canada and/or British Columbia are continually issuing new rules and restrictions and changing them periodically based on the specific circumstances of the COVID-19 outbreak. The Company follows all rules, guidelines and restrictions that are implemented by the applicable governmental authorities. The Company's exploration work on the Property to date has not been adversely affected by COVID-19 other than to the extent that exploration activities have taken longer than expected due to certain delays.

Property Interests

The Company does not own the mineral rights pertaining to the Scarlett Property. Rather, it holds an option to acquire the mineral rights. There is no guarantee the Company will be able to raise sufficient funding in the future to explore and develop the Scarlett Property so as to maintain its interests therein or pursue the acquisition of other property interests. If the Company loses or abandons its interest in the Scarlett 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 Scarlett 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.

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 the funds required for development can be obtained on a timely basis. The discovery of mineral deposits is dependent upon a number of factors. The commercial viability of a mineral deposit once discovered is also dependent upon a number of factors, some of which relate to particular attributes of the deposit, such as size, grade and proximity to infrastructure, and some of which are more general factors such as metal prices and government regulations, including environmental protection. Most of these factors are beyond the control of the Company. In addition, because of these risks, there is no certainty that the expenditures to be made by the Company on the exploration of its Scarlett Property as described herein will result in the discovery of commercial quantities of ore. The Company has no history of operating earnings and the likelihood of success must be considered in light of problems, expenses, etc. which may be encountered in establishing a business.

Mineral exploration and development involves a high degree of risk and few properties that are explored are ultimately developed into producing mines. There is no assurance that the Company's mineral exploration and development programs at the Scarlett Property will result in the definition of bodies of commercial mineralization.

The future price of gold is uncertain and may be lower than expected

The price of gold and other commodities has fluctuated widely in recent years. The price of gold is affected by numerous factors beyond the Company's control, including: (i) the strength of the Canadian and U.S. economies and the economies of other industrialized and developing nations; (ii) global or regional political or economic conditions; (iii) the relative strength of the Canadian and U.S. dollars and other currencies; (iv) expectations with respect to the rate of inflation; (v) current and expected interest rates and exchange rates; (vi) actual and anticipated purchases and sales of gold by central banks, financial institutions and other large holders, including speculators; (vii) demand for jewelry containing gold; (viii) investment activity, including speculation, in gold as a commodity or as a hedge against currency devaluation; and (ix) supply and demand dynamics, including the cost of substitutes, inventory levels and carrying charges.

Climate change may make mining operations more expensive

Due to changes in local and global climatic conditions, many analysts and scientists predict an increase in the frequency of extreme weather events such as floods, droughts, forest and brush fires and extreme storms. Such events could materially disrupt the Company's operations, particularly if they affect the Company's sites, impact local infrastructure or threaten the health and safety of the Company's employees and contractors. Any such event could result in material economic harm to the Company. The Company is focused on operating in a manner designed to minimize the environmental impacts of its activities; however, environmental impacts from mineral exploration and mining activities are inevitable. Increased environmental regulation and/or the use of fiscal policy by regulators in response to concerns over climate change and other environmental impacts, such as additional taxes levied on activities deemed harmful to the environment, could have a material adverse effect on the Company's financial condition or results of operations.

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 Scarlett Property with the possible 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 operated profitably or that it will successfully implement its plans.

The Company operates at a loss and may never generate a profit

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 in its most recently completed financial year and will continue to for the foreseeable future. The Company may not have enough funds to carry out its Phase II exploration program on the Scarlett Property and additional financings may be required.

The Company operates in a highly competitive environment

The mineral exploration and mining business is competitive in all of its phases. The Company competes with numerous other companies and individuals, including competitors with greater financial, technical and other resources that the Company, in the search for and the acquisition of attractive mineral properties. The ability of the Company to acquire properties in the future will depend not only on its ability to develop its present properties, but also on its ability to select and acquire suitable properties or prospects for mineral exploration. There is no assurance that the Company will continue to be able to compete successfully with its competition in acquiring such properties or prospects.

The Company operates in a highly regulated environment that is subject to changes, some unforeseen, to government policy

The current or future operations of the Company, including exploration and development activities and commencement of production on its properties, require permits from various levels of government. Such operations are and will be governed by laws and regulations governing prospecting, development, mining, production, exports, taxes, labour standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. The Company believes it is in substantial compliance with all material laws and regulations that currently apply to its activities. There can be no assurance however, that all permits which the Company may require for construction of mining facilities and conduct of mining operations, particularly environmental permits, will be obtainable on reasonable terms or that compliance with such laws and regulations would not have an adverse effect on the profitability of any mining project that the Company might undertake.

Failure to comply with applicable laws, regulations and permit requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures installation of additional equipment, or remedial actions. Parties engaged in mining operations may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations and, in particular, environmental laws.

Amendments to current laws, regulations and permits governing operations and activities of mining companies, or more stringent implementation thereof, could have a material adverse impact on the Company and cause increases in capital expenditures or production costs or reduction in levels of production at producing properties or require abandonment or delays in development of new mining properties.

Obtaining and Renewing Licenses and Permits

In the ordinary course of business, the Company will be required to obtain and/or renew governmental licenses or permits for exploration, development, construction and commencement of mining at the Scarlett Property. Obtaining or renewing the necessary governmental licenses or permits is a complex and time-consuming process involving public hearings and costly undertakings on the part of the Company. The duration and success of the Company's efforts to obtain and renew licenses or permits are contingent upon many variables not within the Company's control, including the interpretation of applicable requirements implemented by the licensing authority. The Company may not be able to obtain or renew licenses or permits that are necessary to its operations, including, without limitation, an exploitation license, or the cost to obtain or renew licenses or permits may exceed what the Company believes they can recover from the Scarlett Property. Any unexpected delays or costs associated with the licensing or permitting process could delay the development or impede the operation of a mine, which could adversely impact the Company's operations and profitability. 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 Scarlett Property.

The Company operates in an environment with significant environmental and safety regulations and risks

Mining, like many other extractive natural resource industries, is subject to potential risks and liabilities associated with pollution of the environment and the disposal of waste products occurring as a result of mineral exploration and production. Environmental liability may result from mining activities conducted by others prior to the Company's ownership of its properties. To the extent the Company is subject to uninsured environmental liabilities, the payment of such liabilities would reduce funds otherwise available of the Company and could have a material adverse effect on the Company. Should the Company be unable to fund fully the cost of remedying an environmental problem, the Company might be required to suspend operations or enter into interim compliance measures.

Failure to comply with applicable laws, regulations, and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining operations may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations and, in particular, environmental laws.

The Company may be subject to reclamation requirements designed to minimize long-term effects of mining exploitation and exploration disturbance by requiring the operating Company to control possible deleterious effluents and to re-establish to some degree pre-disturbance landforms and vegetation. Any significant environmental issues that may arise, however, could lead to increased reclamation expenditures and could have a material adverse impact on the Company's financial resources.

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.

Regulatory Requirements

Even if the Scarlett Property is proven to host economic reserves of precious or non-precious metals, factors such as governmental expropriation or regulation may prevent or restrict mining of any such deposits. Exploration and mining activities may be affected in varying degrees by government policies and regulations relating to the mining industry. Any changes in regulations or shifts in political conditions are beyond the control of the Company and may adversely affect its business. Operations may be affected in varying degrees by government regulations with respect to restrictions on production, price controls, export controls, income taxes, expropriation of the Scarlett Property, environmental legislation and mine safety.

Volatility of Mineral Prices

The Company's revenues, if any, are expected to be in large part derived from the extraction and sale of precious and base minerals and metals. Factors beyond the control of the Company may affect the marketability of metals discovered, if any. Metal prices have fluctuated widely, particularly in recent years. Consequently, the economic viability of any of the Company's exploration projects cannot be accurately predicted and may be adversely affected by fluctuations in mineral prices. In addition, currency fluctuations may affect the cash flow which the Company may realize from its operations, since most mineral commodities are sold in a world market in United States dollars.

Infrastructure

Exploration, development and processing activities depend, to one degree or another, on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important elements of infrastructure, which affect access, capital and operating costs. The lack of availability on acceptable terms or the delay in the availability of any one or more of these items could prevent or delay exploration or development of the Scarlett Property. If adequate infrastructure is not available in a timely manner, there can be no assurance that the exploration or development of the Scarlett Property will be commenced or completed on a timely basis, if at all. Furthermore, unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of necessary infrastructure could adversely affect the Company's operations.

Risks Associated with Acquisitions

If appropriate opportunities present themselves, the Company may acquire mineral claims, material interests in other mineral claims, and companies that the Company believes are strategic. The Company currently has no understandings, commitments or agreements with respect to any other material acquisition and no other material acquisition is currently being pursued. There can be no assurance that the Company will be able to identify, negotiate or finance future acquisitions successfully, or to integrate such acquisitions with its current business. The process of integrating an acquired Company or mineral claims into the Company may result in unforeseen operating difficulties and expenditures and may absorb significant management attention that would otherwise be available for ongoing development of the Company's business. Future acquisitions could result in potentially dilutive issuances of equity securities, the incurrence of debt, contingent liabilities and/or amortization expenses related to goodwill and other intangible assets, which could materially adversely affect the Company's business, results of operations and financial condition.

Dependence on Management

The success of the Company will be dependent upon the performance of its management and key employees. The loss of any key executive or manager of the Company may have an adverse effect on the future of the Company's business. The number of persons skilled in acquisition, exploration and development of mining properties is limited and competition for such persons is intense. As the Company's business activity grows, it will require additional key financial, administrative, geologic and mining personnel as well as additional operations staff. There is no assurance that it will be successful in attracting, training and retaining qualified personnel as competition for persons with these skill sets increases. If the Company is not successful in attracting, training and retaining qualified personnel, the efficiency of its operations could be impaired, which could have an adverse impact on its future cash flows, earnings, results of operations and financial condition.

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.

The Company is Subject to Legal and Political Risks

Mineral exploration and mining activities may be affected in varying degrees by political instability, economic conditions, and changes in government regulations such as investment laws, tax laws, business laws, environmental laws and mining laws, affecting the Company's business. Government limitations, restrictions or requirements may be implemented. There can be no assurance that neighbouring countries' or provinces political and economic policies in relation to British Columbia or Canada, as applicable, will not have adverse economic effects on the exploration, and potentially, the development of the Company's assets, including with respect to ability to access power, transport and sell products, access construction labour, supplies and materials, and market conditions more generally.

Adverse General Economic Conditions

The unprecedented events in global financial markets in the past several years have had a profound impact on the global economy. Many industries, including the mineral exploration sector, were impacted by these market conditions. Some of the key impacts of the financial market turmoil included contraction in credit markets resulting in a widening of credit risk, devaluations, high volatility in global equity, commodity, foreign exchange and precious metal markets and a lack of market liquidity. A similar slowdown in the financial markets or other economic conditions, including but not limited to, inflation, fuel and energy costs, lack of available credit, the state of the financial markets, interest rates and tax rates, may adversely affect the Company's operations. Specifically, a global credit/liquidity crisis could impact the cost and availability of financing and the Company's overall liquidity, the volatility of mineral prices would impact the Company's prospects, volatile energy, commodity and consumables prices and currency exchange rates would impact costs and the devaluation and volatility of global stock markets would impact the valuation of its equity and other securities. These factors could have a material adverse effect on the Company's financial condition and results of operations.

In recent years, the securities markets in Canada, as well as in other countries around the world, 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 that 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 and conditions generally, notwithstanding any potential success of the Company in developing assets, adding additional resources, establishing feasibility of deposits or creating revenues, cash flows or earnings. The value of securities will be affected by market volatility. An active public market for the Common Shares might not develop or be sustained. If an active public market for the Common Shares does not develop or continue, the liquidity of a shareholder's investment may be limited and the price of the Common Shares may decline.

Claims and Legal Proceedings

The Company may be subject to claims or legal proceedings covering a wide range of matters that arise in the ordinary course of business activities, including relating to former employees. These matters may give rise to legal uncertainties or have unfavourable results. The Company may carry liability insurance coverage and mitigate risks that can be reasonably estimated; however, there is a risk that insurance may not be adequate to cover all possible risks arising from the Company's operations. In addition, the Company may be involved in disputes with other parties in the future that may result in litigation or unfavourable resolution which could materially adversely impact the Company's financial position, cash flow, results of operations, and reputation, regardless of the specific outcome.

Force Majeure

The Company's projects now or in the future may be adversely affected by risks outside the control of the Company, including the price of gold on world markets, labour unrest, civil disorder, war, subversive activities or sabotage, fires, floods, explosions or other catastrophes, epidemics or quarantine restrictions.

Uncertainty of Use of Proceeds

Although the Company has set out its intended use of proceeds in this Prospectus, these intended uses are estimates only and subject to change. While management does not contemplate any material variation, management does retain broad discretion in the application of such proceeds. The failure by the Company to apply these funds effectively could have a material adverse effect on the Company's business, including the Company's ability to achieve its stated business objectives.

Some of the Company's directors have significant involvement in other companies in the same sector

Certain of the directors of the Company serve as directors of other companies or have significant shareholdings in other companies and, to the extent that such other companies may participate in ventures in which the Company may participate, the directors of the Company may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation. In the event that such a conflict of interest arises at a Board meeting, a director who has such a conflict will abstain from voting for or against the approval of such a participation or such terms. From time to time several companies may participate in the acquisition, exploration and development of natural resource properties thereby allowing for their participation in larger programs, permitting involvement in a greater number of programs and reducing financial exposure in respect of any one program. It may also occur that a particular company will assign all or a portion of its interest in a particular program to another of these companies due to the financial position of the company making the assignment. In accordance with the laws of the Province of British Columbia, the directors of the Company are required to act honestly, in good faith and in the best interests of the Company. In determining whether or not the Company will participate in a particular program and the interest therein to be acquired by it, the directors will primarily consider the degree of risk to which the Company may be exposed and its financial position at that time.

The value of the Shares may be significantly diluted

A substantial number of Common Shares were issued at prices that were substantially less than the price of the Shares. This will result in a significant dilution of the value of the Shares.

Price Volatility of Publicly Traded Securities

In recent years, the securities markets in the United States and 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. The value of Common Shares distributed hereunder will be affected by such volatility.

Reporting Issuer Status

As a reporting issuer, the Company will be subject to reporting requirements under applicable securities law and stock exchange policies. Compliance with these requirements will increase legal and financial compliance costs, make some activities more difficult, time consuming or costly, and increase demand on existing systems and resources. Among other things, the Company will be required to file annual, quarterly and current reports with respect to its business and results of operations and maintain effective disclosure controls and procedures and internal controls over financial reporting. In order to maintain and, if required, improve disclosure controls and procedures and internal controls over financial reporting to meet this standard, significant resources and management oversight may be required. As a result, management's attention may be diverted from other business concerns, which could harm the Company's business and results of operations. The Company may need to hire additional employees to comply with these requirements in the future, which would increase its costs and expenses.

Management of the Company expects that being a reporting issuer will make it more expensive to maintain director and officer liability insurance. This factor could also make it more difficult for the Company to retain qualified directors and executive officers.

PROMOTERS

Todd Hanas is considered to be a promoter of the Company in that he took the initiative in organizing the Company. Mr. Hanas currently holds, directly and indirectly, 3,400,000 Common Shares representing 39.37% of the Company's currently issued Common Shares. See "Principal Shareholders" for further details.

Information about Mr. Hanas is disclosed elsewhere in the Prospectus in connection with his capacity as a director and officer of the Company. See "Directors and Officers" for further details.

LEGAL PROCEEDINGS

The Company is not a party to any legal proceedings and is not aware of any such proceedings known to be contemplated.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

No director or executive officer of the Company or any shareholder holding, on record or beneficially, directly or indirectly, more than 10% of the issued and outstanding Common Shares, or any of their respective associates or affiliates, had any material interest, directly or indirectly, in any material transaction with the Company within the three years preceding the date of this Prospectus or in any proposed transaction which has materially affected or would materially affect the Company.

RELATIONSHIP BETWEEN THE COMPANY AND AGENT

The Company is not a related party or connected party to the Agent (as such terms are defined in National Instrument 33-105 Underwriting Conflicts).

AUDITORS

The auditor of the Company is Crowe MacKay LLP, Chartered Professional Accountants at 1100 – 1177 West Hastings Street, Vancouver, BC, V6E 4T5.

REGISTRAR AND TRANSFER AGENT

The registrar and transfer agent of the Company is Computershare Investor Services Inc. at 510 Burrard Street, 3 rd Floor, Vancouver, B.C., V6C 3B9.

MATERIAL CONTRACTS

Except for contracts made in the ordinary course of business, the following are the only material contracts entered into by the Company within two years prior to the date hereof which are currently in effect and considered to be currently material:

• 1. Property Option Agreement made between the Company and the Optionor dated August 5, 2020, as amended on October 30, 2020 and December 16, 2020, referred to under "General Development of the Business".
• 1. Escrow Agreement among the Company, the Escrow Agent, the Principals and certain other shareholders of the Company dated December 16, 2020 referred to under "Escrowed Shares".
• 1. Agency Agreement between the Company and Canaccord Genuity Corp. dated for reference ●, 2021 referred to under "Plan of Distribution".

A copy of any material contract and the Technical Report may be inspected during distribution of the Shares being offered under this Prospectus and for a period of 30 days thereafter during normal business hours at the Company's offices at Suite 510 – 580 Hornby, Vancouver, British Columbia, V6C 3B6. As well, the Technical Report is available for viewing on SEDAR located at the following website: www.sedar.com.

INTERESTS OF EXPERTS

Other than disclosed herein, no person or company whose profession or business gives authority to a report, valuation, statement or opinion and who is named as having prepared or certified a part of this Prospectus or as having prepared or certified a report or valuation described or included in this Prospectus, as listed below, holds or is to hold any beneficial or registered interest, direct or indirect, in any securities or property of the Company or any associate or affiliate of the Company:

• Afzaal Pirzada, P.Geo., the Author of the Technical Report on the Property, is a Qualified Person (as defined in NI 43-101) and independent from the Company within the meaning of NI 43-101, is responsible for certain information of a scientific or technical nature relating to the Company's Scarlett Property in this Prospectus;
• Crowe MacKay LLP, Chartered Professional Accountants are the auditors of the Company and audited the Company's financial statements for the period from July 28, 2020 to October 31, 2020. Crowe MacKay LLP has informed the Company that it is independent of the Company within the meaning of the rules of professional conduct of the Chartered Professional Accountants of British Columbia; and
• The information in this Prospectus under the heading "Eligibility for Investment" has been included in reliance upon the opinion of AFG Law LLP. Nick Ayling and Ben Grant, of AFG Law LLP own 300,000 Common Shares and 200,000 Common Shares, respectively, as at the date of this Prospectus.

OTHER MATERIAL FACTS

There are no other material facts other than as disclosed herein.

PURCHASERS' STATUTORY RIGHT OF WITHDRAWAL AND RESCISSION

Securities legislation in the Provinces of British Columbia, Alberta and Ontario provides subscribers 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. The securities legislation further provides a purchaser with remedies for rescission or damages if the prospectus and any amendment contains a misrepresentation or is not delivered to the subscriber, provided that the remedies for rescission or damages are exercised by the subscriber within the time limit prescribed by the securities legislation of the subscriber's province or territory. The subscriber 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

Attached to and forming part of this Prospectus are the audited financial statements of the Company for the financial period from incorporation on July 28, 2020 to October 31, 2020.

SCHEDULE A

NEW TARGET MINING CORP. (the "Company")

AUDIT COMMITTEE CHARTER

CORP. (the "Company")

AUDIT COMMITTEE CHARTER 1. Mandate and Purpose of the Committee The Audit Committee (the "Committee") of the board of directors (the "Board") of Corp. (the "Company") is a standing committee of the Board whose primary function is to assist the Board in fulfilling its oversight responsibilities relating to: (a) the integrity of the Company's financial statements; to the Company's financial statements; (c) the qualifications, independence and performance of the Company's auditor; (d) internal controls and disclosure controls; (e) the performance of the Company's internal audit function; (f) consideration and approval of certain related party transactions; and the Committee by the Board. 2. Authority

• (b) the Company's compliance with legal and regulatory requirements, as they relate

• (g) performing the additional duties set out in this Charter or otherwise delegated to

The Committee has the authority to:

• (i) engage and compensate independent counsel and other advisors as it determines necessary or advisable to carry out its duties; and (ii) communicate directly with the Company's auditor.

The Committee has the authority to delegate to individual members or subcommittees of the Committee.

1. Composition and Expertise The Committee shall be composed of a minimum of three members, each of whom is a director of the Company. A majority of the Committee's members must be "financially literate" as such term is defined in applicable securities legislation and a majority of whom are not Officers, employees or Control Persons of the Company or any of its Associates or Affiliates as such terms are defined in the policies of the TSX Venture Exchange. Committee members shall be appointed annually by the Board at the first meeting of the Board following shareholders or until they are removed by the Board or cease to be directors of the Company.

each annual meeting of shareholders. Committee members hold office until the next annual meeting of

The Board shall appoint one member of the Committee to act as Chair of the Committee. If the Chair of the Committee is absent from any meeting, the Committee shall select one of the other members of the Committee to preside at that meeting.

4. Meetings

Any member of the Committee or the auditor may call a meeting of the Committee. The Committee shall meet at least four times per year and as many additional times as the Committee deems necessary to carry out its duties. The Chair shall develop and set the Committee's agenda, in consultation with other members of the Committee, the Board and senior management.

Notice of the time and place of every meeting shall be given in writing to each member of the Committee, at least 72 hours (excluding holidays) prior to the time fixed for such meeting. The Company's auditor shall be given notice of every meeting of the Committee and, at the expense of the Company, shall be entitled to attend and be heard thereat. If requested by a member of the Committee, the Company's auditor shall attend every meeting of the Committee held during the term of office of the Company's auditor.

A majority of the Committee shall constitute a quorum. No business may be transacted by the Committee except at a meeting of its members at which a quorum of the Committee is present in person or by means of such telephonic, electronic or other communications facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously. Business may also be transacted by the unanimous written consent resolutions of the members of the Committee, which when so approved shall be deemed to be resolutions passed at a duly called and constituted meeting of the Committee.

The Committee may invite such directors, officers and employees of the Company and advisors as it sees fit from time to time to attend meetings of the Committee.

The Committee shall meet without management present whenever the Committee deems it appropriate.

The Committee shall appoint a Secretary who need not be a director or officer of the Company. Minutes of the meetings of the Committee shall be recorded and maintained by the Secretary and shall be subsequently presented to the Committee for review and approval.

5. Committee and Charter Review

The Committee shall conduct an annual review and assessment of its performance, effectiveness and contribution, including a review of its compliance with this Charter. The Committee shall conduct such review and assessment in such manner as it deems appropriate and report the results thereof to the Board.

The Committee shall also review and assess the adequacy of this Charter on an annual basis, taking into account all legislative and regulatory requirements applicable to the Committee, as well as any guidelines recommended by regulators or the Toronto Stock Exchange and shall recommend changes to the Board thereon.

6. Reporting to the Board

The Committee shall report to the Board in a timely manner with respect to each of its meetings held. This report may take the form of circulating copies of the minutes of each meeting held.

7. Duties and Responsibilities

(a) Financial Reporting

The Committee is responsible for reviewing and recommending approval to the Board of the Company's annual and interim financial statements, MD&A and related news releases, before they are released.

The Committee is also responsible for:

• (i) being satisfied that adequate procedures are in place for the review of the Company's public disclosure of financial information extracted or derived from the Company's financial statements, other than the public disclosure referred to in the preceding paragraph, and for periodically assessing the adequacy of those procedures;
• (ii) engaging the Company's auditor to perform a review of the interim financial statements and receiving from the Company's auditor a formal report on the auditor's review of such interim financial statements;
• (iii) discussing with management and the Company's auditor the quality of applicable accounting principles and financial reporting standards, not just the acceptability of thereof;
• (iv) discussing with management any significant variances between comparative reporting periods; and
• (v) in the course of discussion with management and the Company's auditor, identifying problems or areas of concern and ensuring such matters are satisfactorily resolved.
• (b) Auditor

The Committee is responsible for recommending to the Board:

• (i) the auditor to be nominated for the purpose of preparing or issuing an auditor's report or performing other audit, review or attest services for the Company; and
• (ii) the compensation of the Company's auditor.

The Company's auditor reports directly to the Committee. The Committee is directly responsible for overseeing the work of the Company's auditor engaged for the purpose of preparing or issuing an auditor's report or performing other audit, review or attest services for the Company, including the resolution of disagreements between management and the Company's auditor regarding financial reporting.

(c) Relationship with the Auditor

The Committee is responsible for reviewing the proposed audit plan and proposed audit fees. The Committee is also responsible for:

(i) establishing effective communication processes with management and the Company's auditor so that it can objectively monitor the quality and effectiveness of the auditor's relationship with management and the Committee;

• (ii) receiving and reviewing regular feedback from the auditor on the progress against the approved audit plan, important findings, recommendations for improvements and the auditor's final report;
• (iii) reviewing, at least annually, a report from the auditor on all relationships and engagements for non-audit services that may be reasonably thought to bear on the independence of the auditor; and
• (iv) meeting in camera with the auditor whenever the Committee deems it appropriate.
• (d) Accounting Policies

The Committee is responsible for:

• (i) reviewing the Company's accounting policy note to ensure completeness and acceptability with applicable accounting principles and financial reporting standards as part of the approval of the financial statements;
• (ii) discussing and reviewing the impact of proposed changes in accounting standards or securities policies or regulations;
• (iii) reviewing with management and the auditor any proposed changes in major accounting policies and key estimates and judgments that may be material to financial reporting;
• (iv) discussing with management and the auditor the acceptability, degree of aggressiveness/conservatism and quality of underlying accounting policies and key estimates and judgments; and
• (v) discussing with management and the auditor the clarity and completeness of the Company's financial disclosures.
• (e) Risk and Uncertainty

The Committee is responsible for reviewing, as part of its approval of the financial statements:

• (i) uncertainty notes and disclosures; and
• (ii) MD&A disclosures.

The Committee, in consultation with management, will identify the principal business risks and decide on the Company's "appetite" for risk. The Committee is responsible for reviewing related risk management policies and recommending such policies for approval by the Board. The Committee is then responsible for communicating and assigning to the applicable Board committee such policies for implementation and ongoing monitoring.

The Committee is responsible for requesting the auditor's opinion of management's assessment of significant risks facing the Company and how effectively they are managed or controlled.

(f) Controls and Control Deviations

The Committee is responsible for reviewing:

• (i) the plan and scope of the annual audit with respect to planned reliance and testing of controls; and
• (ii) major points contained in the auditor's management letter resulting from control evaluation and testing.

The Committee is also responsible for receiving reports from management when significant control deviations occur.

(g) Compliance with Laws and Regulations

The Committee is responsible for reviewing regular reports from management and others (e.g. auditors) concerning the Company's compliance with financial related laws and regulations, such as:

• (i) tax and financial reporting laws and regulations;
• (ii) legal withholdings requirements;
• (iii) environmental protection laws; and
• (iv) other matters for which directors face liability exposure.
• (h) Related Party Transactions

All transactions between the Company and a related party (each a "related party transaction"), other than transactions entered into in the ordinary course of business, shall be presented to the Committee for consideration.

The term "related party" includes (i) all directors, officers, employees, consultants and their associates (as that term is defined in the Securities Act (British Columbia)), as well as all entities with common directors, officers, employees and consultants (each "general related parties"), and (ii) all other individuals and entities having beneficial ownership of, or control or direction over, directly or indirectly securities of the Company carrying more than 10% of the voting rights attached to all of the Company's outstanding voting securities (each "10% shareholders").

Related party transactions involving general related parties which are not material to the Company require review and approval by the Committee. Related party transactions that are material to the Company or that involve 10% shareholders require approval by the Board, following review thereof by the Committee and the Committee providing its recommendation thereon to the Board.

8. Non-Audit Services

All non-audit services to be provided to the Company or its subsidiary entities by the Company's auditor must be pre-approved by the Committee.

9. Submission Systems and Treatment of Complaints

The Committee is responsible for establishing procedures for:

• (a) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and
• (b) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

The Committee is responsible for reviewing complaints and concerns that are brought to the attention of the Chair of the Audit Committee and for ensuring that any such complaints and concerns are appropriately addressed. The Committee shall report quarterly to the Board on the status of any complaints or concerns received by the Committee.

10. Procedure For Reporting Of Fraud Or Control Weaknesses

Each employee is expected to report situations in which he or she suspects fraud or is aware of any internal control weaknesses. An employee should treat suspected fraud seriously, and ensure that the situation is brought to the attention of the Committee. In addition, weaknesses in the internal control procedures of the Company that may result in errors or omissions in financial information, or that create a risk of potential fraud or loss of the Company's assets, should be brought to the attention of both management and the Committee.

To facilitate the reporting of suspected fraud, it is the policy of Company that the employee (the "whistleblower") has anonymous and direct access to the Chair of the Audit Committee. Should a new Chair be appointed prior to the updating of this document, current Chair will ensure that the whistleblower is able to reach the new Chair in a timely manner. In the event that the Chair of the Audit Committee cannot be reached, the whistleblower should contact the Chair of the Board of Directors. Access to the names and place of employment of the Company's Directors can be found in the Company's website.

In addition, it is the policy of the Company that employees concerned about reporting internal control weaknesses directly to management are able to report such weaknesses to the Committee anonymously. In this case, the employee should follow the same procedure detailed above for reporting suspected fraud.

11. Hiring Policies

The Committee is responsible for reviewing and approving the Company's hiring policies regarding partners, employees and former partners and employees of the present and former auditor of the Company.

SCHEDULE B

NEW TARGET MINING CORP.

FINANCIAL STATEMENTS

FOR THE PERIOD FROM INCORPORATION ON JULY 28, 2020 TO OCTOBER 31, 2020 (AUDITED)

[see attached]

NEW TARGET MINING CORP.

FINANCIAL STATEMENTS

Expressed in Canadian Dollars

FOR THE PERIOD FROM INCORPORATION ON JULY 28, 2020 TO OCTOBER 31, 2020

Head Office Address #510 - 580 Hornby Street Vancouver, BC, V6C 3B6 Canada

Registered and Records Office Address

510 - 580 Hornby Street Vancouver, BC, V6C 3B6 Canada

NEW TARGET MINING CORP.

STATEMENT OF FINANCIAL POSITION Expressed in Canadian Dollars As at October 31, 2020

ASSETS

Current assets
Cash	\$ 250,210
Receivable	5,102
Total current assets	255,312
Non-current assets
Exploration and evaluation assets (Note 3)	113,287
Total assets	\$ 368,599
LIABILITIES AND EQUITY
Current liabilities
Accounts payable and accrued liabilities (Note 5)	\$ 40,095
Equity
Capital stock (Note 4)	341,544
Deficit	(13,040)
Total equity	328,504
Total liabilities and equity	\$ 368,599
Nature and continuance of operations (Note 1)
On behalf of the Board:

Todd Hanas	Director	Mike Petrina	Director

EXPENSES

Management fees (Note 5) Office and miscellaneous Professional fees (Note 5)	\$ 1,500 1,740 9,800
Loss and comprehensive loss for the period	\$ (13,040)
Basic and diluted loss per common share	\$ (0.00)
Weighted average number of common shares outstanding	6,689,853

M INCORPORATION ON JULY 28, 2020 TO OCTOBER 31, 2020 RP. O C G N Expressed in Canadian Dollars NI MI FOR THE PERIOD FRO T GE R A W T NE
--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM OPERATING ACTIVITIES Loss for the period Changes in non-cash working capital items:	\$ (13,040)
Increase in accounts receivable Increase in accounts payable and accrued liabilities	(5,102) 10,989
Net cash used in operating activities	(7,153)
CASH FLOWS FROM INVESTING ACTIVITIES Exploration and evaluation costs	(84,181)
Net cash used in investing activities	(84,181)
CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issuance of shares	341,544
Net cash provided by financing activities	351,544
Change in cash for the period	250,210
Cash, beginning of period	-
Cash, end of period	\$ 250,210

There were no cash paid for interest or taxes, from the period from incorporation on July 28, 2020 to October 31, 2020.

Supplementary cash flow information (Note 9)

1. NATURE AND CONTINUANCE OF OPERATIONS

New Target Mining Corp. was incorporated under the Business Corporations Act (British Columbia) on July 28, 2020. The Company is an exploration stage junior mining company currently engaged in the identification, acquisition and exploration of mineral properties in Canada.

These financial statements have been prepared in accordance with the assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business rather than through a process of forced liquidation. The continued operations of the Company are dependent on its ability to develop a sufficient financing plan, receive financial support from related parties, complete sufficient equity financings or generate profitable operations in the future. These material ontinue as a going concern. The financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue business.

In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. The impact of the COVID-19 pandemic has major implications for all economic activities, including that of the Company. At this time it is not possible to predict the duration or magnitude of the adverse results of the outbreak, however, management believes that the impact to the Company will be limited mainly to the curtailment of travel and access to mineral projects due to travel and social distancing restrictions as well as its ability to raise financing. There has been located in British Columbia, Canada and as a result, access to the property is not prohibited. The Company may consider acquisitions of other properties in foreign or domestic jurisdictions in the future.

2. SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

These financial statements, have been prepared using accounting policies consistent with International Financial interpretations of the International Financ prepared on a historical cost basis, except for financial instruments classified as financial instruments at fair value through profit and loss, or fair value through other comprehensive loss which are stated at their fair value. In addition, these financial statements have been prepared using the accrual basis of accounting except for cash flow information. These financial statements are presented in Canadian dollars unless otherwise noted.

The financial statements of the Company from the period of incorporation on July 28, 2020 to October 31, 2020 were reviewed by the Audit Committee and approved and authorized for issue by the Board of Directors on , 2021.

Estimates, judgments and assumptions

financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting year. other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results could differ from these estimates.

The areas which require management to make significant judgments, estimates and assumptions in determining carrying values include, but are not limited to:

2. SIGNIFICANT ACCOUNTING POLICIES (cont

Estimates, judgments and assumptions

Significant accounting judgments

Significant accounting judgments that management has made in the process of applying accounting policies and that have the most significant effect on the amounts recognized in the financial statements include, but are not limited to, the determination of categories of financial assets and financial liabilities which has been identified as an accounting exploration and evaluation assets, and the going concern assumption.

Critical accounting estimates

Key assumptions concerning the future and other key sources of estimation uncertainty that have a significant risk of resulting in a material adjustment to the carrying amount of assets and liabilities within the next financial year include, but are not limited to, the following:

i) Deferred income taxes - The Company is periodically required to estimate the tax basis of assets and liabilities. Where applicable tax laws and regulations are either unclear or subject to varying interpretations, it is possible that changes in these estimates could occur that materially affect the amounts of deferred income tax assets and liabilities recorded in the financial statements. Changes in deferred tax assets and liabilities generally have a direct impact on earnings in the period that the changes occur. Each period, the Company evaluates the likelihood of whether some portion or all of each deferred tax asset will not be realized. This evaluation is based on historic and future expected levels of taxable income, the pattern and timing of reversals of taxable temporary timing differences that give rise to deferred tax liabilities, and tax planning initiatives.

Financial instruments

Financial assets

depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition.

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

Financial assets at FVTOCI - Investments in equity instruments at FVTOCI are initially recognized at fair value plus transaction costs. Subsequently they are measured at fair value, with gains and losses arising from changes in fair value recognized in other comprehensive income. There is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment.

Financial assets at amortized cost - Financial assets at amortized cost are initially recognized at fair value and subsequently carried at amortized cost less any impairment. They are classified as current assets or non-current assets based on their maturity date.

Financial assets are derecognized when they mature or are sold, and substantially all the risks and rewards of ownership have been transferred. Gains and losses on derecognition of financial assets classified as FVTPL or amortized cost are recognized in profit or loss. Gains or losses on financial assets classified as FVTOCI remain within accumulated other comprehensive income.

The Company has classified its cash at fair value through profit and loss.

2. SIGNIFICANT ACCOUNTING POLICIES

Financial instruments

Financial liabilities

The Company classifies its financial liabilities into one of two categories as follows:

Fair value through profit or loss - This category comprises derivatives and financial liabilities incurred principally for the purpose of selling or repurchasing in the near term. They are carried at fair value with changes in fair value recognized in profit or loss.

Financial liabilities at amortized cost - This category consists of liabilities carried at amortized cost using the effective interest method. These financial liabilities are initially recognized at fair value less directly attributable transaction costs.

The accounts payable and accrued liabilities are classified at amortized cost.

Financial instruments that are measured at fair value use inputs, which are classified within a hierarchy that prioritizes their significance. The three levels of the fair value hierarchy are:

• Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities;
• Level 2 Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and
• Level 3 Inputs that are not based on observable market data.

Exploration and evaluation assets

Once the legal right to explore a property has been acquired, all costs related to the acquisition, exploration, and evaluation of mineral properties are capitalized by property. These direct expenditures include such costs as materials used, surveying costs, drilling costs, payments made to contractors, and depreciation on plant and equipment during the exploration phase. Costs not directly attributable to exploration and evaluation activities, including general and administrative overhead costs, are expensed in the period in which they occur.

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

When a project is deemed to no longer have commercially viable prospects to the Company, exploration and evaluation expenditures in respect of that project are deemed to be impaired. As a result, those exploration and evaluation expenditure costs, in excess of estimated recoveries, are written off to the statement of operations.

The Company assesses exploration and evaluation assets for impairment when facts and circumstances suggest that the carrying amount of an asset may exceed its recoverable amount.

Once the technical feasibility and commercial viability of extracting the mineral resource has been determined, the and evaluation assets are also tested for impairment before the assets are transferred to development properties.

As the Company currently has no operational income, any incidental revenues earned in connection with exploration activities are applied as a reduction to capitalized exploration costs.

2. SIGNIFICANT ACCOUNTING POLICIES

Impairment of long-lived assets

that those assets may be impaired. If such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment, if any. The recoverable amount is the higher of fair value less costs to sell and value in use. Fair value is determined as the amount that would be obtain length transaction between knowledgeable and willing parties. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount and the impairment loss is recognized in profit or loss for the period. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash generating unit to which the asset belongs.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but to an amount that does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognized immediately in profit or loss.

Flow-through shares

Under Canadian income tax legislation, a company is permitted to issue flow through shares whereby the Company agrees to incur qualifying expenditures and renounce the related income tax deductions to the investors. The Company allocates the proceeds from the issuance of these shares between the offering of shares and the sale of tax benefits. The allocation is made based on the difference between the quoted price of the shares and the amount the investor pays for the shares. A deferred flow-through premium liability is recognized for the difference. The liability is reversed when the expenditures are made and is recorded in other income. The spending also gives rise to a deferred tax timing difference between the carrying value and tax value of the qualifying expenditure.

Provision for environmental rehabilitation

The Company recognizes liabilities for statutory, contractual, constructive or legal obligations associated with the retirement of exploration and evaluation assets and equipment, when those obligations result from the acquisition, construction, development or normal operation of the assets. The net present value of future rehabilitation cost estimates arising from the decommissioning of plant and other site preparation work is capitalized to mining assets along with a corresponding increase in the rehabilitation provision in the period incurred. Discount rates using a pretax rate that reflect the time value of money are used to calculate the net present value. The rehabilitation asset is depreciated on the same basis as mining assets.

mation costs could change as a result of changes in regulatory requirements, discount rates and assumptions regarding the amount and timing of the future expenditures. These changes are recorded directly to mining assets with a corresponding entry to the r estimates are reviewed annually for changes in regulatory requirements, discount rates, effects of inflation and changes in estimates.

reclamation costs, are charged to profit or loss for the period.

As at October 31, 2020, the Company has determined that it does not have any decommissioning obligations.

2. SIGNIFICANT ACCOUNTING POLICIES

Loss per share

The Company recognizes the dilutive effect on loss per share based on the use of the proceeds that could be obtained upon exercise of options, warrants and similar instruments. It assumes that the proceeds would be used to purchase common shares at the average market price during the period. For the periods presented, this calculation proved to be anti-dilutive. Basic loss per share is calculated using the weighted average number of common shares outstanding during the period.

Share capital

The Company engages in equity financing transactions to obtain the funds necessary to continue operations and explore and evaluate resource properties. These equity financing transactions may involve issuance of common shares or units. A unit comprises a certain number of common shares and a certain number of share purchase the Warrants are exercisable into additional common shares prior to expiry at a price stipulated by the Agreement. Warrants that are part of units are valued using residual value method which involves comparing the selling price of is then applied to the common share, and any residual amount is assigned to the warrants. Warrants that are issued as payment for agency fee or other transaction costs are accounted for as share-based payments and are recognized in equity. When warrants are forfeited or are not exercised at the expiry date the amount previously recognized in equity is transferred from reserves to deficit.

In situations where share capital is issued, or received, as non-monetary consideration and the fair value of the asset received, or given up is not readily determinable, the fair market value (as defined) of the shares is used to record the transaction. The fair market value of the shares issued, or received, is based on the trading price of those shares on the appropriate Exchange on the date the shares are issued.

Share issuance costs

Share issue costs are deferred and charged directly to share capital on completion of the related equity financing. If the financing is not completed, share issue costs are charged to profit or loss. Costs directly identifiable with the raising of capital will be charged against the related share capital.

Income taxes

Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity. Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at period end, adjusted for amendments to tax payable with regards to previous years.

Deferred tax is recorded using the statement of financial position liability method, providing for temporary differences, between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: goodwill not deductible for tax purposes; the initial recognition of assets or liabilities that affect neither accounting or taxable loss; and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the statement of financial position date.

A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized.

Additional income taxes that arise from the distribution of dividends are recognized at the same time as the liability to pay the related dividend. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.

3. EXPLORATION AND EVALUATION ASSETS

During the period ended October 31, 2020, the following exploration expenses were incurred on the exploration and evaluation assets:

Scarlett Property, British
Columbia
	Total
Acquisition costs
Balance, July 28, 2020	\$	-
Option payment		12,000
Staking		979
Balance, October 31, 2020		12,979
Exploration costs
Balance, July 28, 2020		-
Assays and GIS		31,655
Field work		68,653
Balance, October 31, 2020		100,308
Total balance, October 31, 2020	\$	113,287

Scarlett Property, British Columbia

On August 5, 2020, the Company entered into an option agreement to earn a 100% interest in the Scarlett Property in British Columbia. In order to earn the interest, the Company must make the following option payments:

• i) pay \$12,000 (paid) within 10 days of execution of the agreement;
• ii) issue 150,000 common shares within 10 days ;
• iii) pay \$20,000, issue 200,000 common shares and incur \$200,000 in exploration expenditures by the 12-month anniversary of the Listing Date;
• iv) pay \$20,000, issue 200,000 common shares and incur an additional \$200,000 in exploration expenditures by the 24-month anniversary of the Listing Date;
• v) pay \$25,000, issue 300,000 common shares and incur an additional \$200,000 in exploration expenditures by the 36-month anniversary of the Listing Date;
• vi) pay \$50,000, issue 500,000 common shares and incur an additional \$200,000 in exploration expenditures by the 48-month anniversary of the Listing Date.

If the Scarlett Property is acquired by the Company, then it will be required to pay a 1.0% net smelter returns royalty payable to Infiniti upon the commencement of commercial production.

The optionor has the right to terminate the option if

4. CAPITAL STOCK

Authorized share capital

Unlimited number of Class A common shares without par value. Unlimited number of Class B preferred shares without par value of which none are issued and outstanding.

Issued share capital

During the period ended October 31, 2020, the Company:

• i) issued 3,000,000 common shares at \$0.005 per share for total proceeds of \$15,000.
• ii) issued 2,300,000 common flow-through shares at \$0.05 per share for total proceeds of \$115,000. No flowthrough premium was recorded as the financing was fair valued at \$0.05.
• iii) issued 1,100,000 common shares at \$0.05 per share for total proceeds of \$55,000.
• iv) issued 2,236,344 common shares at \$0.07 per share for total proceeds of \$156,544.

5. RELATED PARTY BALANCES AND TRANSACTIONS

Transactions with related parties and key management personnel are as follows:

	Nature of transactions	Period ended October 31, 2020
Paid or accrued to the CEO and director Paid or accrued to a partnership in which the CFO has	Management fees	\$ 1,500
an interest	Professional fees	3,500
Total		\$ 5,000

The amounts due to other related parties and key management personnel included in accounts payable and accrued liabilities are as follows:

	October 31, 2020
Due to the CEO and director Due to the CFO and director, for exploration costs paid on behalf of Company Due to a partnership in which the CFO has an interest	\$ 1,313 17,187 3,500
	\$ 22,000

The amounts due to related parties are unsecured non-interest bearing and are due on demand.

6. CAPITAL MANAGEMENT

The Company manages its capital structure to maximize its financial flexibility making adjustments to it in response to changes in economic conditions and the risk characteristics of the underlying assets and business opportunities. The Company does not presently utilize any quantitative measures to monitor its capital and is not subject to during the period ended October 31, 2020.

7. FINANCIAL INSTRUMENTS AND RISK

Fair values

		Quoted Prices in	Significant
		Active Markets	Other	Significant
		for Identical	Observable	Unobservable
		Assets	Inputs	Inputs
	Balance	(Level 1)	(Level 2)	(Level 3)
As at October 31, 2020 Cash	\$ 250,210	\$ 250,210	-	-

instruments are summarized below:

Credit risk

Credit risk is the risk of loss associated with the October 31, 2020, the Company had \$5,102 receivable from government authorities in Canada. The Company believes it has no significant credit risk.

Liquidity risk

when due. As at October 31, 2020 the Company had a cash balance of \$250,210 to settle accounts payable and accrued liabilities of \$40,095. The Company will require financing from lenders, shareholders and other investors to generate sufficient capital to meet its shorthave contractual maturities of 30 days or due on demand and are subject to normal trade terms.

7. FINANCIAL INSTRUMENTS AND RISK

Market risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, commodity and equity prices.

a) Interest rate risk

The Company has cash balances. The Company is satisfied with the credit ratings of its bank. As of October 31, 2020, the Company did not hold any investments. The Company believes it has no significant interest rate risk.

b) Foreign currency risk

As at October 31, 2020, the Company was not exposed to foreign currency risk.

c) Price risk

The Company is exposed to price risk with respect to commodity and equity prices. Equity price risk is defined general movements in the level of the stock market. Commodity price risk is defined as the potential adverse impact on earnings and economic value due to commodity price movements and volatilities. The Company closely monitors commodity prices of gold and other precious and base metals, individual equity movements, and the stock market to determine the appropriate course of action to be taken by the Company. Fluctuations may be significant. Much of this is out of the control of management and will be dealt with based on circumstances at any given time.

8. SEGMENTED INFORMATION

The Company has one operating segment, being the exploration of exploration and evaluation assets in Canada.

9. SUPPLEMENTARY CASH FLOW INFORMATION

	October 31, 2020
Non-cash investing activities	\$
Exploration and evaluation costs in accounts payable	29,106

10. INCOME TAXES

A reconciliation of income taxes at statutory rate with the reported taxes is as follows:

	2020
Loss for the period	\$ (13,040)
Expected income tax (recovery) 27%	\$ (3,521)
Change in unrecognized deductible temporary differences	3,521
Total income tax expense (recovery)	\$ -

included on the statement of financial position as follows:

	2019
Non-capital losses	\$ 4,000
Unrecognized deferred tax asset	\$ 4,000

The Company has non-capital loss carry-forwards of approximately \$13,000, which may be available to reduce taxable income in future years. The potential of these losses has not been recognized as a deferred tax benefit, as currently it is not probable that such a benefit will be utilized in the foreseeable future. Unless utilized, these losses will expire in 2040.

Tax attributes are subject to review, and potential adjustment, by tax authorities.

11. SUBSEQUENT EVENT

Subsequent to October 31, 2020, the Company proposed to issue up to 3,000,000 shares at a price of \$0.15 per share for total gross proceeds of \$450,000 to the public by way of an initial public offering.

SCHEDULE C

NEW TARGET MINING CORP.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE PERIOD FROM INCORPORATION ON JULY 28, 2020 TO OCTOBER 31, 2020

[see attached]

NEW TARGET MINING CORP.

Management Discussion and Analysis

FOR THE PERIOD FROM INCORPORATION ON JULY 28, 2020 TO OCTOBER 31, 2020

, 2021

The following discussion and analysis should be read in conjunction with the audited financial statements for the period from incorporation on July 28, 2020 to October 31, 2020, and related notes included therein, prepared in accordance with All monetary amounts, unless otherwise indicated, are expressed in Canadian dollars. Additional regulatory filings for the Company can be found on the SEDAR website at www.sedar.com.

New Target Mining Corp. (the Company ) was incorporated under the laws of British Columbia on July 28, 2020.

Initial Public Offering.

The Company proposes to issue up to 3,000,000 shares at a price of \$0.15 per share for total gross proceeds of \$450,000 to the public by way of an initial public offering.

Forward-Looking Statements

Certain statements contained in this document constitute forward-looking statements . When used in this document, the words may , would , could , will , intend , plan , propose , anticipate , believe , forecast , estimate , expect and similar expressions, as they relate to the Company or its management, are intended to identify forwardto future events and are subject to certain risks, uncertainties and assumptions. Many factors could cause the performance or achievements that may be expressed or implied by such forward-looking statements. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Forward-looking statements herein include, but is not limited to, statements relating to the timing, availability and amount of financings; expected use of proceeds; business objectives; the costs and timing relating to the potential acquisition of interests in mineral properties; the timing and costs of future exploration activities on the Company's future properties; success of exploration activities; permitting time lines and requirements for additional capital; the impact of COVID-19 or other viruses and diseases on the Company's ability to operate; and failure to maintain community acceptance (including First Nations). In making forward-looking statements herein, the Company has applied several material assumptions, including, but not limited to, any additional financing needed will be available on reasonable terms, that general business and economic conditions will not change in a materially adverse manner, and that all necessary governmental approvals for the future exploration will be obtained in a timely manner and on acceptable terms. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward looking statements. Such risks and other factors include, among others, risks related to the completion of financings and the use of proceeds; operations and contractual obligations; changes in exploration programs based upon results of exploration; future prices of metals; availability of third party contractors; availability of equipment; failure of equipment to operate as anticipated; accidents, effects of weather and other natural phenomena and other risks of the mineral exploration industry; environmental risks; community relations; and delays in obtaining governmental approvals or financing.

Overview and Going Concern

The Company is in the business of acquiring exploration and evaluation assets. The Company currently has a property option agreement on the Scarlett Property in British Columbia, Canada. The Company expects its current capital resources will not be sufficient to complete its exploration plans and operations through its current operating o continue as a going concern is therefore dependent on its ability to raise additional funds through equity issuances. These material

The financial statements for the period from incorporation on July 28, 2020 to October 31, 2020 were prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The continuing operations of the Company are dependent upon its ability to continue to raise adequate financing and to commence profitable operations in the future. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets and liabilities that might be necessary should the Company be unable to continue as a going concern.

In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its There has be current operations to date. The Company's current focus is on its project located in British Columbia, Canada and as a result, access to the property is not currently prohibited. The Company may consider acquisitions of other properties in foreign or domestic jurisdictions in the future.

Results of Operations

The results of operations reflect the overhead costs incurred by the Company to maintain an administrative infrastructure to manage the acquisition, and financing activities of the Company. General and administrative costs can be expected to increase or decrease in relation to the changes in activity required as property acquisitions continues. The Company has not recorded, since the date of its incorporation, any revenues from its mineral exploration and development activities, nor does it expect to record any revenue over the course of the next 12 months.

Mineral Properties

Scarlett Property, British Columbia

The Scarlett Gold Property consists of ten mining claims, covering approximately 1,473.23 hectares land located in the New Westminster Mining Division, Mission, British Columbia. The Scarlett Gold Property claims are located approximately 65 kilometres from Vancouver, BC.

On August 5, 2020, the Company entered into an option agreement ng New Westminster Mining Division, Mission, British Columbia . Subsequently one (1) additional claim was added to the option agreement pursuant to the area of interest provision. In order to earn the interest, the Company must make the following cash payments, common share issuances and exploration expenditures:

• i) pay \$12,000 (paid) within 10 days of execution of the Option Agreement;
• ii) issue 150,000 common shares of the Company within 10 days of the Listing Date (as defined in the Option Agreement);

• iii) pay \$20,000, issue 200,000 common shares of the Company and incur \$200,000 in exploration expenditures on the Scarlett Property by the 12-month anniversary of the Listing Date;

• iv) pay \$20,000, issue 200,000 common shares of the Company and incur an additional \$200,000 in exploration expenditures on the Scarlett Property by the 24-month anniversary of the Listing Date;

• v) pay \$25,000, issue 300,000 common shares of the Company and incur an additional \$200,000 in exploration expenditures on the Scarlett Property by the 36-month anniversary of the Listing Date; and
• vi) pay \$50,000, issue 500,000 common shares of the Company and incur an additional \$200,000 in exploration expenditures on the Scarlett Property by the 48-month anniversary of the Listing Date.

If the Scarlett Property is acquired by the Company, then it will be required to pay a 1.0% net smelter returns royalty payable to Infiniti upon the commencement of commercial production.

The optionor has the right to terminate the option if

During the period ended October 31, 2020, the following exploration expenses were incurred on the exploration and evaluation assets:

Scarlett Property, British
Columbia
	Total
Acquisition costs
Balance, July 28, 2020	\$	-
Option payment		12,000
Staking		979
Balance, October 31, 2020		12,979
Exploration costs
Balance, July 28, 2020		-
Assays and GIS		31,655
Field work		68,653
Balance, October 31, 2020		100,308
Total balance, October 31, 2020	\$	113,287

Revenues

currently does not have any revenues from its operations, nor does it expect to record any revenue over the course of the next 12 months.

General and Administrative Expenses

The Company incurred a loss and comprehensive loss for the period from incorporation on July 28, 2020 to October 31, 2020 of \$13,040 which consisted of professional fees of \$9,800 for legal and accounting, \$1,740 for office and

Summary of Quarterly Results

The following table sets out selected information for the period from incorporation on July 28 to October 31, 2020.

Three Months Ended	From incorporation on July 28, 2020 to October 31, 2020
Interest Income	\$ -
Exploration and Evaluation Assets	113,287
Deficit	13,040
Net Loss	(13,040)
Basic and Diluted Loss Per Share	(0.00)

Liquidity and Capital Resources

At October 31, 2020, the Company had cash of \$250,210 and a working capital of \$215,217.

The Company expects its current capital resources will not be sufficient to meet its business objectives or day-to-day operations through its next quarter or current operating year, and that its continuation as a going concern will be dependent on its ability to raise additional funds through equity issuances. There is no guarantee the Company will be successful in that regard. See Overview and Going Concern above.

During the period from incorporation on July 28, 2020 to October 31, 2020, the Company had the following cash flows:

• i) Net cash used in operating activities of \$7,153 which consists of the cash paid for expenses on the statement of loss and comprehensive loss.
• ii) Net cash used in investing activities of \$84,181 which consists of cash paid for exploration and evaluation of its mineral property.

Net cash provided by financing activities of \$351,544 which consists of proceeds from the issuance of shares.

During the period from incorporation on July 28, 2020 to October 31, 2020 the Company made the following share issuances pursuant to private placements:

• i) On July 28, 2020 issued 3,000,000 common shares at \$0.005 per share for total proceeds of \$15,000.
• ii) On August 10, 2020 issued 2,300,000 common flow-through shares at \$0.05 per share for total proceeds of \$115,000. No flow-through premium was recorded as the financing was fair valued at \$0.05.

• iii) On August 24, 2020 issued 1,100,000 common shares at \$0.05 per share for total proceeds of \$55,000.

• iv) On September 9, 2020 issued 2,236,344 common shares at \$0.07 per share for total proceeds of \$28,996.

• v) On September 25, 2020 issued 1,822,114 common shares at \$0.07 per share for total proceeds of \$127,548.

Risks and Uncertainties

The Company is in the mineral exploration and development business and, as such, is exposed to a number of risks and uncertainties that are not uncommon to other companies in the same business. Some of the possible risks include the following:

• a) The industry is capital intensive and subject to fluctuations in metal prices, market sentiment, foreign exchange attainment of profitable operations are dependent upon the discovery and development of economic ore reserves and the ability to arrange sufficient financing to bring the ore reserves into production.
• b) The most likely sources of future funds for further acquisitions and exploration programs undertaken by the Company are the sale of equity capital and the offering by the Company of an interest in its properties to be earned by another interested party carrying out further exploration or development. If such exploration programs are successful, the development of economic ore bodies and commencement of commercial production may require future equity financings by the Company, which are likely to result in substantial dilution to the holdings of existing shareholders.
• c) in relation to these markets, and its ability to compete for the investor support of its projects.
• d) The prices of metals greatly affect the value and potential value of its exploration and evaluation assets. This, in turn, greatly affects its ability to raise equity capital, negotiate option agreements and form joint ventures.
• e) The Company must comply with health, safety, and environmental regulations governing air and water quality and land disturbances and provide for mine reclamation and closure costs operate could be withdrawn temporarily where there is evidence of serious breaches of such regulations, 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.
• f) The operations of the Company will require various licenses and permits from various governmental authorities. There is no assurance that the Company will be successful in obtaining the necessary licenses and permits to continue exploration and development activities in the future.
• g) Although the Company has taken steps to verify title to exploration and evaluation assets in which it has an or transfers and title may be affected by such undetected defects.

Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, then actual results may vary materially from those described in any forward looking statement. The development and exploration activities of the Company are subject to various laws governing exploration, development, and labour standards which may affect the operations of the Company as 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.

Financial Risk Factors

these financial instruments, other than cash, approximates their carrying values due to the short-term nature of these instruments. Cash is measured at fair value using level 1 inputs.

The Company is exposed to a variety of financial risks by virtue of its activities including currency, credit, interest rate, liquidity and commodity price risk.

a) Foreign currency risk

The Company is exposed to nominal foreign currency risk.

b) Credit risk

Credit risk is risk of financial loss to the Company if the counterparty to a financial statement fails to meet its significant credit risk.

c) Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to limited interest rate risk as it only holds non-interest bearing debt.

d) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its obligations as they come due. At October 31, 2020, the Company had cash of \$250,210 and current liabilities of \$40,095 to raise the required capital through future equity or debt issuances. See Liquidity and Capital Resources above. There is no guarantee that the Company will be able to raise capital. The Company manages its liquidity risk by forecasting cash flows from operations and anticipating any investing and financing activities. Management and the directors are actively involved in the review, planning, and approval of significant expenditures and commitments.

e) Price risk

The ability of the Company to explore and develop its exploration and evaluation assets and the future profitability of the Company are directly related to the price of natural resource commodities. The Company monitors these prices to determine the appropriate course of action to be taken.

Related Party Transactions

Transactions with related parties and key management personnel are as follows:

	Nature of transactions	Period ended October 31, 2020
Paid or accrued to the CEO and director Paid or accrued to a partnership in which the CFO has an interest	Management fees Professional fees	\$ 1,500 3,500
Total		\$ 5,000

The amounts due to other related parties and key management personnel included in accounts payable and accrued liabilities are as follows:

	October 31, 2020
Due to the CEO and director Due to the CFO and director, for exploration costs paid on behalf of Company Due to a partnership in which the CFO has an interest	\$ 1,313 17,187 3,500
	\$ 22,000

The amounts due to related parties are unsecured non-interest bearing and are due on demand.

Off Balance Sheet Arrangements

The Company is not a party to any off balance sheet arrangements or transactions.

Changes in Accounting Policies and Future Accounting Pronouncements

Please refer to the financial statements for the period from incorporation on July 28, 2020 to October 31, 2020 located on www.sedar.com.

Contingencies

There are no contingent liabilities.

The information provided in this report, including the financial statements, is the responsibility of management. In the preparation of these statements, estimates are sometimes necessary to make a determination of future values for certain assets or liabilities. Management believes such estimates have been based on careful judgements and have been properly reflected in the financial statements.

Other MD&A Requirements

As at , 2021 the Company had 8,636,344 common shares outstanding.

CERTIFICATE OF NEW TARGET MINING CORP.

Dated: January 22, 2021

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 British Columbia, Alberta and Ontario.

"Todd Hanas" "David Cross"

Todd Hanas Chief Executive Officer

David Cross Chief Financial Officer and Secretary

ON BEHALF OF THE BOARD OF DIRECTORS

"Michael Petrina" "Alan Hitchborn"

Michael Petrina Director

Alan Hitchborn Director

C-2

CERTIFICATE OF PROMOTER

Dated: January 22, 2021

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 British Columbia, Alberta and Ontario.

"Todd Hanas" Todd Hanas

CERTIFICATE OF THE AGENT

Dated: January 22, 2021

To the best of our knowledge, information and belief, 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 British Columbia, Alberta and Ontario.

CANACCORD GENUITY CORP.

"Frank G. Sullivan"

Frank G. Sullivan Vice President, Sponsorship, Investment Banking