NexGold Mining — Capital/Financing Update 2021

May 6, 2021

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This short form 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 in those jurisdictions. The securities offered hereby have not been and will not be registered under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”), or the securities laws of any state of the United States. Accordingly, these securities may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. Persons or persons in the United States, except in transactions exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws. This short form prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby within the United States. See “Plan of Distribution”. “United States” and “U.S. person” are as defined in Regulation S under the U.S. Securities Act.

Information has been incorporated by reference in this short form prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate Secretary of Treasury Metals Inc. at The Exchange Tower, 130 King Street West, Suite 3680, Box 99, Toronto, Ontario, M5X 1B1, Canada, telephone (416) 214-4654, and are also available electronically at www.sedar.com.

SHORT FORM PROSPECTUS

New Issue

May 6, 2021

==> picture [276 x 92] intentionally omitted <==

17,451,579 Common Shares Issuable upon Exercise of 17,451,579 Special Warrants

This short form prospectus (this “ Prospectus ”) is being filed by Treasury Metals Inc. (“ Treasury Metals ” or the “ Corporation ”) to qualify the distribution of: (i) 10,631,579 common shares (the “ NFT Special Warrant Shares ”) issuable upon the exercise or deemed exercise of 10,631,579 non-flow-through special warrants (the “ NFT Special Warrants ”); and (ii) 6,820,000 common shares (the “ FT Special Warrant Shares ” and, together with the NFT Special Warrant Shares, the “ Special Warrant Shares ”) issuable upon the exercise or deemed exercise of 6,820,000 flow-through special warrants (the “ FT Special Warrants ”), each FT Special Warrant having been issued on a flow-through basis under the Income Tax Act (Canada) and the regulations thereunder (collectively, the “ Tax Act ”) (the NFT Special Warrants and the FT Special Warrants are together referred to herein as the “ Special Warrants ”), issued on March 10, 2021 (the “ Closing Date ”). The Special Warrants were issued pursuant to the terms of a special warrant indenture dated as of the Closing Date (the “ Special Warrant Indenture ”) between the Corporation and TSX Trust Company, as special warrant agent (the “ Special Warrant Agent ”).

An aggregate of 10,631,579 NFT Special Warrants were issued to purchasers resident in each of British Columbia and Ontario pursuant to prospectus exemptions under applicable securities legislation (the “ NFT Offering ”) on a bought deal basis at a price of $0.95 per NFT Warrant (the “ NFT Issue Price ”) pursuant to an underwriting agreement dated as of the Closing Date (the “ Underwriting Agreement ”) among the Corporation, Haywood Securities Inc., Cormark Securities Inc., Sprott Capital Partners LP (“ Sprott ”), PI Financial Corp., iA Private Wealth Inc. and Paradigm Capital Inc. (collectively, the “ Dealers ”).

An aggregate of 6,820,000 FT Special Warrants were issued to purchasers resident in each of Alberta, British Columbia and Ontario pursuant to prospectus exemptions under applicable securities legislation (together with the NFT Offering, the “ Offering ”) on a best-efforts private placement basis at a price of $1.10 per FT Special Warrant (the “ FT Issue Price ”) pursuant to an agency agreement dated as of the Closing Date (the “ Agency Agreement ”) among the Corporation and the Dealers.

Under the Offering, affiliates of Sprott, being Sprott Asset Management LP and Sprott Private Resource Lending II, purchased 2,981,500 FT Special Warrants and 3,157,895 NFT Special Warrants, respectively, representing approximately 35.2% of the 17,451,579 Special Warrants issued under the Offering.

• ii -

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

Each Special Warrant entitles its holder to receive, upon exercise or deemed exercise, one Special Warrant Share at no additional cost. Each Special Warrant shall be deemed to be exercised and surrendered on behalf of and without any required action on the part of, the holder thereof on the earlier of: (i) the date that is four months and a day following the Closing Date; and (ii) 4:59 p.m. (Toronto time) on the fifth business day after a receipt is issued for a (final) prospectus (the “ Final Qualification Prospectus ”) by the Ontario Securities Commission (the “ OSC ”) as principal regulator on behalf of the securities regulatory authority in each of the Canadian Offering Jurisdictions (as defined herein) qualifying for distribution the Special Warrant Shares (the “ Qualification Date ”). The Corporation has agreed to use commercially reasonable efforts to obtain such receipt on or prior to April 15, 2021 (the “ Qualification Deadline ”). Until a receipt is issued for the Final Qualification Prospectus, the Special Warrants (and any Special Warrant Shares issued on exercise thereof) will be subject to a hold period under applicable Canadian securities laws expiring on the date that is four months and a day following the Closing Date.

The Corporation is a corporation existing under the OBCA (as defined herein). The outstanding common shares in the capital of the Corporation (the “ Common Shares ”) are listed and posted for trading on the Toronto Stock Exchange (the “ TSX ”) under the symbol “TML” and on the OTCQX Best Market under the symbol “TSRMF”. On February 17, 2021, the last complete trading day prior to the public announcement of the Offering, the closing price of Common Shares on the TSX was $0.98. On May 5, 2021, the last complete trading day before the date of this Prospectus, the closing price of the Common Shares on the TSX was $0.89. The terms of the Offering, including the NFT Issue Price and FT Issue Price were determined by arm’s length negotiation between the Corporation and Haywood, acting on its own behalf and on behalf of the Dealers. See “ Plan of Distribution ”.

The TSX has approved the listing of the Special Warrant Shares distributed under this Prospectus on the TSX.

Per NFT Warrant Per NFT Warrant (President’s List) Per FT Special Warrant Per FT Special Warrant (President’s List) Total	Price to Public $0.95 $0.95 $1.10 $1.10 $17,602,000	Dealers’ Fee(1) $0.057 $0.0285 $0.066 $0.033 $1,018,332	Net Proceeds to the Corporation(2)
			$0.893 $0.092 $1.034 $1.067 $16,583,668

Notes:

(1) In consideration for the services rendered by the Dealers in connection with the Offering, the Corporation paid to the Dealers a cash commission (the “ Dealers’ Fee ”) equal to: (i) 6.0% of the gross proceeds for subscriptions for Special Warrants from purchasers introduced to the Offering by the Dealers; and (ii) 3.0% of the aggregate gross proceeds of subscriptions for Special Warrants introduced to the Offering directly by the Corporation (the “ President’s List ”).

(2) After deducting the Dealers’ Fee, but before deducting the expenses of the Offering estimated at $275,000, including the preparation and filing of this Prospectus and which will be paid from the general working capital of the Corporation.

The Corporation will use the proceeds from the sale of NFT Special Warrants to fund exploration and tradeoff optimization studies as part of the pre-feasibility study work and development of the Corporation’s projects in the Goliath Gold Complex (as defined herein) in Ontario, as well as for general working capital purposes. The Corporation will use gross proceeds from the sale of the FT Special Warrants to incur Resource Expenses (as defined herein) related to the Corporation’s Goliath Gold Complex projects in Ontario.

The Corporation will incur (or be deemed to incur) sufficient Resource Expenses (as defined herein), on or before December 31, 2022 so as to enable the Corporation to renounce, with an effective date on or before December

• iii -

31, 2021, in favour of FT Subscribers, Resource Expenses in an aggregate amount of not less than the total amount of the gross proceeds raised from the issuance of FT Special Warrants. See “ Certain Canadian Federal Income Tax Considerations ”.

The Corporation has deposited the Special Warrants issued pursuant to the Offering with CDS Clearing and Depository Services Inc. (“ CDS” ) as electronic non-certificated inventory positions (the “ Non-Certificated Positions ”). No physical certificates representing Special Warrants in Non-Certificated Positions were issued to purchasers of Special Warrants. Upon the exercise of the Special Warrants in Non-Certificated Positions, the underlying Special Warrant Shares will be issued as electronic non-certificated inventory positions registered and deposited with CDS or its nominee, and purchasers will receive only a customer confirmation from the Dealer or other registered dealer who is a CDS participant and from or through whom a beneficial interest in the Special Warrants was originally acquired, subject to certain limited exceptions.

An investment in the securities of the Corporation is highly speculative and involves significant risks that should be carefully considered by prospective investors. The risks outlined in this Prospectus and in the documents incorporated by reference herein should be carefully reviewed and considered by prospective investors in connection with an investment in such securities. See “ Risk Factors ” and “ Cautionary Note Regarding Forward-Looking Statements ”. Potential investors are advised to consult their own legal counsel and other professional advisers in order to assess income tax, legal and other aspects of this investment.

Christophe Vereecke, a director of the Corporation resides outside of Canada. Mr. Vereecke has appointed the following agent for service of process:

Name of Person	Name and Address of Agent
Christophe Vereecke	McMillan LLP, Brookfield Place, Suite 4400, 181 Bay Street, Toronto, Ontario Canada M5J 2T3

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

Certain legal matters in connection with the Offering are being reviewed on behalf of the Corporation by McMillan LLP and on behalf of the Dealers by Miller Thomson LLP.

The Corporation’s head office and registered and records office is located at The Exchange Tower, 130 King Street West, Suite 3680, Box 99, Toronto, Ontario M5X 1B1, Canada.

TABLE OF CONTENTS

GLOSSARY OF TERMS .............................................................................................................................................. 1 GENERAL MATTERS ................................................................................................................................................. 4 TECHNICAL INFORMATION .................................................................................................................................... 4 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS ......................................... 4 ELIGIBILITY FOR INVESTMENT............................................................................................................................. 6 DOCUMENTS INCORPORATED BY REFERENCE ................................................................................................ 6 DESCRIPTION OF THE CORPORATION ................................................................................................................. 7 CONSOLIDATED CAPITALIZATION ...................................................................................................................... 8 USE OF PROCEEDS .................................................................................................................................................... 8 CERTAIN CANADIAN INCOME TAX CONSIDERATIONS ................................................................................ 13 PLAN OF DISTRIBUTION ........................................................................................................................................ 17 DESCRIPTION OF THE SECURITIES BEING DISTRIBUTED ............................................................................. 19 PRIOR SALES ............................................................................................................................................................ 20 PRICE RANGE AND VOLUME OF TRADING OF COMMON SHARES ............................................................. 22 RISK FACTORS ......................................................................................................................................................... 22 INTERESTS OF EXPERTS ........................................................................................................................................ 23 STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION .......................................................................... 24 CONTRACTUAL RIGHT OF RESCISSION............................................................................................................. 25 CEASE TRADE ORDERS AND BANKRUPTCIES OF DIRECTORS AND OFFICERS ....................................... 25 CERTIFICATE OF THE CORPORATION .............................................................................................................. C-1 CERTIFICATE OF THE DEALERS ........................................................................................................................ C-2

-1-

GLOSSARY OF TERMS

• “ affiliate ” has the meaning attributable to such term as in the Securities Act (Ontario);

• “ Agency Agreement ” has the meaning ascribed to such term of the face page of this Prospectus;

• “ AIF ” has the meaning set out under the heading “ Documents Incorporated by Reference” ;

• “ August 2020 Prospectus ” has the meaning set out under the heading “ Use of Proceeds ”;

“ Canadian Offering Jurisdictions ” means the provinces of Alberta, British Columbia and Ontario;

• “ CDS ” means CDS Clearing and Depository Services Inc.;

“ CEE ” means an expense described in paragraph (f) of the definition of Canadian exploration expense in subsection 66.1(6) of the Tax Act, or which would be included in paragraph (h) of that definition if the reference therein to “paragraphs (a) to (d) and (f) to (g.4)” were read as “paragraph (f),” other than amounts which are prescribed to be “Canadian exploration and development overhead expense” for the purposes of paragraph 66(12.6)(b) of the Tax Act, the cost of acquiring or obtaining the use of seismic data described in paragraph 66(12.6)(b.l) of the Tax Act, the amount of assistance described in paragraph 66(12.6)(a) of the Tax Act or any expenses for prepaid services or rent that do not qualify as outlays and expenses for the period as described in the definition of the term “expense” in subsection 66(15) of the Tax Act;

• “ Circular ” has the meaning set out under the heading “ Documents Incorporated by Reference” ;

• “ Closing Date ” has the meaning ascribed to such term of the face page of this Prospectus;

• “ Common Shares ” has the meaning ascribed to such term of the face page of this Prospectus;

• “ Compensation Option Receipts ” has the meaning ascribed to such term under the heading “ Prior Sales ”;

• “ Compensation Options ” has the meaning ascribed to such term under the heading “ Prior Sales ”;

“ Consolidation ” means the consolidation of Common Shares on a 3 for 1 basis, completed on August 11, 2020;

• “ Controlling Individual ” has the meaning set out under the heading “ Eligibility for Investment ”;

“ Corporation ” or “ Treasury Metals ” means Treasury Metals Inc.;

• “ Credit Facility ” has the meaning set out under the heading “ Consolidated Capitalization ”;

“ Dealers ” has the meaning ascribed to such term of the face page of this Prospectus;

• “ Dealers’ Fee ” has the meaning ascribed to such term of the face page of this Prospectus;

• “ Extract ” has the meaning set out under the heading “ Consolidated Capitalization ”;

• “ Final Qualification Prospectus ” has the meaning ascribed to such term of the face page of this Prospectus;

“ Flow-Through Mining Expenditure ” means an expense that will, once renounced to a FT Subscriber, who is an individual (other than a trust or estate), qualify as a “flow-through mining expenditure” as defined in subsection 127(9) of the Tax Act of the FT Subscriber or, where the FT Subscriber is a partnership, of the members of the FT Subscriber who are individuals (other than a trust or estate) to the extent of their respective shares of the expense so renounced;

• “ FT Issue Price ” has the meaning ascribed to such term of the face page of this Prospectus;

• 2 -

“ FT Special Warrant Shares ” has the meaning ascribed to such term of the face page of this Prospectus;

“ FT Special Warrants ” has the meaning ascribed to such term of the face page of this Prospectus;

“ FT Subscriber ” means a person that has subscribed for FT Special Warrants;

“ Goldlund ” means the Corporation’s wholly owned Goldlund Gold Project, acquired on August 7, 2020;

“ Goliath ” means the Corporation’s wholly owned Goliath Gold Project, located in the Kenora Mining Division in northwestern Ontario, about 20 kilometres east of the City of Dryden and 325 kilometres northwest of Thunder Bay, Ontario, Canada;

“ Goliath Gold Complex ” means the Corporation’s wholly-owned exploration property located in northwestern Ontario, including Goliath, Goldlund and Miller;

“ Haywood ” means Haywood Securities Inc.;

“ Miller” means the Miller Project, a potential satellite deposit that is located to the northeast of the Main Zone of Goldlund;

“ NFT Issue Price ” has the meaning ascribed to such term of the face page of this Prospectus;

“ NFT Offering ” has the meaning ascribed to such term of the face page of this Prospectus;

“ NFT Special Warrant Shares ” has the meaning ascribed to such term of the face page of this Prospectus;

“ NFT Special Warrants ” has the meaning ascribed to such term of the face page of this Prospectus;

“ NI 43-101 ” means National Instrument 43-101 – Standards of Disclosure for Mineral Projects ;

“ Non-Certificated Positions ” has the meaning ascribed to such term of the face page of this Prospectus;

“ OBCA ” means the Business Corporations Act (Ontario);

“ Offering ” has the meaning ascribed to such term of the face page of this Prospectus;

“ OSC ” has the meaning ascribed to such term of the face page of this Prospectus;

“ PFS ” has the meaning ascribed to such term under the heading “ Use of Proceeds – Business Objectives and Milestones ”;

“ President’s List ” has the meaning ascribed to such term of the face page of this Prospectus;

“ Prospectus ” means this short form prospectus dated May 6, 2021;

“ Qualification Date ” has the meaning ascribed to such term of the face page of this Prospectus;

“ Qualification Deadline ” has the meaning ascribed to such term of the face page of this Prospectus;

“ Registered Plans ” has the meaning set out under the heading “ Eligibility for Investment” ;

“ Resource Expenses ” means an expense which is a CEE and which will qualify as a Flow-Through Mining Expenditure;

“ SEDAR ” means the System for Electronic Document Analysis and Retrieval;

• 3 -

“ Special Warrant Agent ” has the meaning ascribed to such term of the face page of this Prospectus;

“ Special Warrant Indenture ” has the meaning ascribed to such term of the face page of this Prospectus;

“ Special Warrant Shares ” has the meaning ascribed to such term of the face page of this Prospectus;

“ Special Warrants ” has the meaning ascribed to such term of the face page of this Prospectus;

“ Stock Options ” has the meaning ascribed to such term under the heading “ Prior Sales ”;

“ Subscription Receipts ” has the meaning ascribed to such term under the heading “ Prior Sales ”;

“ Tax Act ” has the meaning ascribed to such term of the face page of this Prospectus;

“ Technical Report ” has the meaning set out under the heading “ Technical Information” ;

“ TSX ” has the meaning ascribed to such term of the face page of this Prospectus;

“ Underwriting Agreement ” has the meaning ascribed to such term of the face page of this Prospectus;

“ United States ” means the United States of America, its territories and possessions, any state of the United States, and the District of Columbia;

“ U.S. Securities Act ” means the United States Securities Act of 1933, as amended; and

“ Warrants ” has the meaning ascribed to such term under the heading “ Prior Sales ”.

All dollar amounts set forth in this Prospectus are in Canadian dollars, except where otherwise indicated.

• 4 -

GENERAL MATTERS

In this Prospectus, references to the “ Corporation ” refer to Treasury Metals Inc. and, where applicable, its subsidiaries; “ Common Shares ” means the common shares of the Corporation; and “ Special Warrant Shares ” means the Common Shares qualified for distribution under this Prospectus.

All capitalized terms referred to above are defined elsewhere in this Prospectus including under “Glossary of Terms” .

Readers should rely only on information contained or incorporated by reference in this Prospectus. The Corporation has not authorized anyone to provide the reader with different information. The Corporation is not making an offer of these securities in any jurisdiction where the offer is not permitted. Readers should not assume that the information contained or incorporated by reference in this Prospectus is accurate as of any date other than the date on the front of this Prospectus or the respective dates of the documents incorporated by reference herein. The Corporation does not undertake to update the information contained or incorporated by reference herein, except as required by applicable securities laws.

TECHNICAL INFORMATION

The scientific and technical information contained in this Prospectus relating to the Goliath Gold Complex is supported by, is derived from, and in some instances is a direct extract from the technical report entitled “ N.I. 43101 Technical Report & Preliminary Economic Assessment of the Goliath Gold Complex ” dated March 10, 2021 (effective date of January 28, 2021), prepared by Ausenco Engineering Canada Inc. by Tommaso Roberto Raponi, P. Eng., Gordon Zurowski, P. Eng., Pierre Desautels, P. Geo., Paul Daigle, P. Geo., Chris Keech, P. Geo., Reagan McIsaac, Ph.D., P. Eng., Mackenzie Denyes, Ph.D., P. Geo. and Sheila Ellen Daniel, M.Sc., P. Geo. (the “ Technical Report ”).

The Technical Report referred to above is subject to certain assumptions, qualifications and procedures described therein. Reference should be made to the full text of the Technical Report, which has been filed with the applicable Canadian securities regulatory authorities pursuant to NI 43-101 and is available for review under the Corporation's profile on SEDAR at www.sedar.com.

The scientific and technical information contained in this Prospectus not derived from the Technical Report was prepared by or under the supervision of Mark Wheeler, P. Eng. Mr. Wheeler is a “qualified person” within the meaning of NI 43-101 but is not independent of the Corporation.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Prospectus and all documents incorporated by reference herein contain “forward looking statements” or “forward-looking information” within the meaning of applicable securities legislation. Forward-looking information is provided as of the date of this Prospectus and the Corporation does not intend, and does not assume any obligation, to update this forward-looking information, except as required by applicable securities law.

In some cases, these forward-looking statements can be identified by words or phrases such as “may”, “believe”, “expects”, “will”, “intends”, “projects”, “anticipates”, “estimates”, “continues”, “plan”, “believe”, “aim”, “seek” or the negative of these terms, or other similar expressions intended to identify forward-looking statements. The Corporation has based these forward-looking statements on current expectations and projections about future events and financial trends that they believe may affect the Corporation’s financial condition, results of operations, business strategy and financial needs, as the case may be.

Forward-looking statements relating to the Corporation include, among other things, statements relating to:

• the issuance of the Common Shares pursuant to the exercise of the Special Warrants;

• the use of the net proceeds of the Offering;

• 5 -

• the Corporation’s ability to successfully undertake future exploration and development activities, including those anticipated to be undertaken with respect to the Goliath Gold Complex;

• the Corporation’s ability to complete additional technical work on the Goliath Gold Complex, obtain construction permitting and successfully engage with local First Nations, Métis and community groups;

• the Corporation’s business objectives and milestones, including its plans to initiate a PFS;

• the timing and cost of the Corporation’s completion of trade off studies on the Goliath Gold Complex;

• the Corporation’s cash burn rate in future periods and the amount and nature of the Corporation’s cash expenditures over the balance of 2021;

• the Corporation’s ability to fund its operations with existing resources;

• the timing of renunciation of Resource Expenses to FT Subscribers and the treatment of such Resource Expenses under the Tax Act;

• the funds that the Corporation will allocate to environmental expenditures, permitting, consultations and general working capital and the expected timing of the Corporation’s completion of baseline programs; and

• the Corporation’s anticipated cash requirements.

In addition, this Prospectus contains future oriented financial information, including with respect to the anticipated cost of trade off studies on the Goliath Gold Complex and the Corporation’s anticipated cash burn rate from the date of this prospectus until the completion of such trade off studies. This future oriented financial information has been included in the Prospectus at the request of the Ontario Securities Commission in order to assist investors with understanding the Corporation’s expected financial performance in light of its historical financial performance, and not as an inducement on the part of the Dealers or the Corporation for any person to purchase the Corporation’s securities. Accordingly, readers should be cautioned that this information may not be appropriate for other purposes.

Forward-looking statements, including, without limitation, any future oriented financial information included herein, are based on certain key assumptions and analyses made by the Corporation in light of its experience and perception of historical trends, current conditions and expected future developments and other factors the Corporation believes are appropriate, and are subject to risks and uncertainties. Such assumptions include, among others, those relating to general economic, market and business conditions including the market price for gold, the Corporation’s ability to identify new mineral resources and convert existing mineral resources into mineral reserves, the ability of the Corporation to maintain its interest in its mineral projects and to obtain and comply with all required permits and licenses, the accuracy of the Corporation’s interpretation of drill results, the consistency of future exploration and development with the Corporation’s expectations, the accuracy of existing mineral resource and mineral reserve estimates; the ability of the Corporation to obtain additional financing when and as needed; the Corporation’s ability to undertake exploration and development activities, including, without limitation, exploration drilling, surface exploration, community engagement and permitting, in accordance with its current work plan; and the accuracy of the assumptions underlying the Corporation’s current work plan, including, without limitation, the absence of any material delay or additional or deferred costs as a result of the COVID-19 pandemic.

Although management believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. Given these risks, uncertainties and assumptions, shareholders and prospective purchasers of the Corporation’s securities should not place undue reliance on these forward-looking statements. The above list of forward-looking statements is not exhaustive and whether actual results, performance or achievements will conform to the Corporation’s expectations and predictions is subject to a number of known and unknown risks, uncertainties, assumptions and other factors, including risks relating to “flow-through” shares as defined in the Tax Act and those

• 6 -

listed factors discussed in the sections entitled “Risk Factors” in this Prospectus, in the AIF and the Circular, both of which are incorporated by reference herein.

All forward-looking information contained in this Prospectus and the documents incorporated in this Prospectus by reference is given as of the date hereof and is based upon the opinions and estimates of management and information available to management as at the date hereof. The Corporation disclaims any obligation or undertaking to publicly release any updates or revisions to any forward-looking information contained herein to reflect any change in expectations, estimates and projections with regard thereto or any changes in events, conditions or circumstances on which any statement is based. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. In addition to the disclosure contained herein, for more information concerning the Corporation’s various risks and uncertainties, please refer to the Corporation’s periodic public filings available under its profile on SEDAR at www.sedar.com.

ELIGIBILITY FOR INVESTMENT

In the opinion of McMillan LLP, counsel to the Corporation, and Miller Thomson LLP, counsel to the Dealers, based on the provisions of the Tax Act as of the date hereof, the Special Warrant Shares acquired pursuant to the exercise or deemed exercise of the Special Warrants, if issued on the date hereof, would be “qualified investments” under the Tax Act for a trust governed by a “registered retirement savings plan”, “registered retirement income fund”, “registered education savings plan”, “registered disability savings plan”, “tax-free savings account” (collectively, “ Registered Plans ”) or “deferred profit sharing plan”, provided that the Special Warrant Shares are listed on a “designated stock exchange” as defined in the Tax Act (which currently includes the TSX) or the Corporation is a “public corporation” (other than a “mortgage investment corporation”) as defined in the Tax Act.

Notwithstanding that the Special Warrant Shares may be a qualified investment for a Registered Plan, if the Special Warrant Shares are a “prohibited investment” within the meaning of the Tax Act for a Registered Plan, the holder, annuitant or subscriber of the Registered Plan, as the case may be, (the “ Controlling Individual ”) will be subject to a penalty tax as set out in the Tax Act. The Special Warrant Shares generally will not be a prohibited investment for a Registered Plan if the Controlling Individual of the Registered Plan (a) deals at arm’s length with the Corporation for the purposes of the Tax Act, and (b) does not have a “significant interest” (as defined in subsection 207.01(4) of the Tax Act) in the Corporation. In addition, the Special Warrant Shares will not be a prohibited investment if the Special Warrant Shares are “excluded property” (as defined in subsection 207.01(1) of the Tax Act) for a Registered Plan.

Persons who intend to hold Special Warrant Shares in a trust governed by a Registered Plan should consult their own tax advisors with respect to the application of these rules in their particular circumstances .

DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference in this Prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated by reference herein may be obtained on request without charge from the Corporate Secretary of Treasury Metals at The Exchange Tower, 130 King Street West, Suite 3680, Box 99, Toronto, Ontario M5X 1B1, Canada, telephone (416) 214-4654. In addition, copies of the documents incorporated herein by reference are also available electronically through SEDAR under the Corporation’s issuer profile at www.sedar.com.

The following documents, filed with the securities commissions or similar authorities in the applicable provinces, are specifically incorporated by reference in, and form an integral part of, this Prospectus, provided that such documents are not incorporated by reference to the extent that their contents are modified or superseded by a statement contained in this Prospectus or in any other subsequently filed document that is also incorporated by reference in this Prospectus:

1. the audited annual consolidated financial statements of the Corporation for the years ended December 31, 2020 and 2019 together with the notes thereto and the independent auditors’ report thereon;

2. 7 -

3. the management discussion and analysis of the Corporation for the years ended December 31, 2020 and 2019;

4. the annual information form of the Corporation dated March 24, 2021 for the year ended December 31, 2020 (the “ AIF ”);

5. the management information circular of the Corporation dated June 29, 2020 filed in connection with the annual and special meeting of shareholders of the Corporation to be held on August 5, 2020 (the “ Circular ”);

6. the material change report of Treasury Metals dated March 19, 2021 relating to the closing of the Offering;

7. the material change report of Treasury Metals dated February 26, 2021 relating to the announcement of the NFT Offering; and

8. the business acquisition report of Treasury Metals dated October 1, 2020 in connection with the acquisition of Tamaka Gold Corporation.

Any documents of the type required by National Instrument 44-101 – Short Form Prospectus Distributions to be incorporated by reference in a short form prospectus, including any annual information forms, material change reports (excluding confidential reports), comparative interim financial statements, comparative annual financial statements and the independent auditors’ report thereon, management discussion and analysis of financial condition and results of operations, business acquisition reports, information circulars and annual information forms, if filed by Treasury Metals with the securities commissions or similar authorities in Canada subsequent to the date of this Prospectus and prior to the termination of the Offering, are deemed to be incorporated by reference in this Prospectus.

Any statement contained in this Prospectus or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded, for the purposes of this Prospectus, to the extent that a statement contained herein or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein, modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus.

DESCRIPTION OF THE CORPORATION

Corporate Structure

The Corporation was incorporated under the name Divine Lake Exploration Inc. by articles of incorporation dated December 31, 1997 under the OBCA. The articles of the Corporation were amended on November 13, 2007 to change the name of the Corporation to Treasury Metals Inc. and on March 20, 2008 to remove certain restrictions on the transfer of the Common Shares. On March 9, 2021, the Corporation amalgamated with Tamaka Gold Corporation, a wholly-owned subsidiary of the Corporation.

The registered and head office of the Corporation is located at The Exchange Tower, 130 King Street West, Suite 3680, Box 99, Toronto, Ontario M5X 1B1. The Corporation is a reporting issuer in British Columbia, Alberta and Ontario.

• 8 -

The Corporation has one wholly owned subsidiary, Goldeye Explorations Limited, which was acquired by the Corporation in November 2016. Goldeye Explorations Limited has two wholly owned subsidiaries, Minera Goldeye Chile Limitada (incorporated in Chile) and Silvereye Explorations Limited (incorporated under the OBCA).

Description of the Business

Treasury Metals is a gold focused exploration and development corporation with assets in Ontario, Canada and is listed on the TSX under the symbol “TML” and on the OTCQX Best Market under the symbol “TSRMF”. Treasury Metals flagship asset is its 100% owned Goliath Gold Complex, an advanced stage, high-grade gold deposit near Dryden, Ontario, which includes the Goliath, Goldlund and Miller deposits.

For further information regarding the Corporation, see the Corporation’s AIF, and other documents incorporated by reference in this Prospectus available at www.sedar.com under the Corporation’s profile.

There have been no material developments in the Corporation’s business since March 24, 2021, the date of the Corporation’s AIF, which have not been disclosed in this Prospectus or in the documents incorporated by reference herein.

CONSOLIDATED CAPITALIZATION

The following table shows the consolidated capitalization of the Corporation as at December 31, 2020, and as at such date, on an adjusted basis, after giving effect to the Offering and the issuance of Special Warrant Shares.

Designation Common Shares (Authorized unlimited) Stock Options Warrants Convertible Loan(1) Special Warrants Compensation Options	As at December 31, 2020 112,621,146 4,019,667 26,209,811 $4,959,393 0 1,238,217	As at December 31, 2020 after giving effect to the Offering As at December 31, 2020 after giving effect to the Offering and the exercise of Special Warrants
		112,621,146 130,072,725 4,019,667 4,019,667 26,209,811 26,209,811 $4,959,393 $4,959,393 17,451,579 0 1,238,217 1,238,217

Note:

(1) At December 31, 2020, the principal amount of convertible debt owed by the Corporation to Extract Lending LLC and Extract Capital Master Fund Ltd. (together, “ Extract ”) was US$4.4 million) in accordance with an amended and restated facility agreement between the Corporation and Extract dated June 17, 2016 (as amended, the “ Credit Facility ”). The Credit Facility has a principal amount of $5,602,080, less an unaccreted amount of $642,687. On the Closing Date, US$2.2 million outstanding under the Credit Facility was assumed by Sprott Private Resource Lending II (Collector) LP (together with Extract, the “ Lenders ”). The Lenders may convert the amount outstanding under to Credit Facility into Common Shares, at their option, at $0.96 per Common Share (on a post-Consolidation basis). On March 10, 2021, the Credit Facility was amended to, among other things, grant the Corporation the option to pay accrued interest payable to the Lenders: (i) in kind, by adding such amount to the outstanding principal amount of the Credit Facility; or (ii) by converting into Common Shares the amount of accrued interest payable, at a price per Common Share equal to the VWAP (as defined by the policies of the TSX) for the Common Shares for the five consecutive trading days that occur immediately prior to the date when payment is due, less a 15% discount, commencing on the April 30, 2021 interest payment date.

There have been no material changes to the Corporation’s share and loan capitalization on a consolidated basis since December 31, 2020, other than: the issuance of 113,699 Common Shares pursuant to the exercise of outstanding convertible securities and the issuance of 1,348,000 Stock Options.

USE OF PROCEEDS

The estimated net proceeds to the Corporation from the Offering were approximately $16,308,668 after deducting the Dealers’ Fee of approximately $1,018,332 and certain expenses of the Offering, including expenses relating to the preparation and filing of this Prospectus, of $275,000.

The net proceeds from the Offering are expected to be used by the Corporation as set out in the table below:

• 9 -

Use of Proceeds Exploration Drilling Permitting, Environment and Consultations Prefeasibility Engineering Studies Surface Exploration Metallurgy General Corporate and Working Capital Total:	Approximate Amount ($)
	$6,850,000 $6,000,000(1) $1,700,000(2) $660,000 $300,000 $798,668
	$16,308,668

Note:

(1) Comprised of $1,625,000 for environment and $4,375,000 for permitting and consultations.

• (2) Comprised of $998,000 for geotechnical drilling, $50,000 for mining and $652,000 for the PFS.

The use of proceeds of the Offering outlined above are in addition to the expenditures outlined in the Corporation’s prospectus dated August 13, 2020 (the “ August 2020 Prospectus ”) for items that would be considered a continuance of those activities. The discrepancies between the use of net proceeds of the Offering outlined above and the budget recommended in the Technical Report are a result of the Corporation having additional cash resources at the beginning of 2021 to fund its proposed expenditures and that anticipated expenditures will extend beyond a 12 month period. The Corporation has prioritized its drilling program and activities for 2021 to support the resource update and prefeasibility study and expects to complete the additional drilling and other activities outlined in the Technical Report recommendation during 2022 and potentially beyond as part of its feasibility study.

The Corporation will use gross proceeds from the sale of the FT Special Warrants to incur Resource Expenses related to the Corporation’s Goliath Gold Complex projects in Ontario. The Corporation will incur (or be deemed to incur) sufficient Resource Expenses, on or before December 31, 2022 so as to enable the Corporation to renounce, with an effective date on or before December 31, 2021, in favour of FT Subscribers, Resource Expenses in an aggregate amount of not less than the total amount of the gross proceeds raised from the issuance of FT Special Warrants. See “ Certain Canadian Federal Income Tax Considerations ”.

The allocation of the net proceeds of the Offering may be adjusted depending on, among other things, timing of receipt of required government approvals, availability of equipment and services, and general political and market conditions. Further, while the Corporation intends to use the net proceeds of the Offering as stated above, there may be circumstances that are not known at this time where a reallocation of the net proceeds may be advisable for business reasons that management believes are in the Corporation’s best interest. The actual amount that the Corporation spends in connection with each of the intended uses of proceeds may vary significantly from the amounts specified above and will depend on a number of factors, including those referred to under “Risk Factors” .

Until applied, the net proceeds of the Offering will be held as term deposits and as cash balances in the Corporation’s bank account. Unallocated funds from the Offering will be added to the working capital of the Corporation, and will be expended at the discretion of management. The Chief Financial Officer of the Corporation is responsible for the supervision of and executing the Corporation’s investment policies.

Pursuant to the terms of the Credit Facility, the Corporation is required to apply the proceeds of any offering of equity securities, including the Offering, against the amount then outstanding under the Credit Facility, subject to limited exceptions. On April 5, 2021, the Lenders waived these provisions of the Credit Facility as they relate to the Offering.

• 10 -

Comparison to August 2020 Prospectus

The following table provides an overview of how the Corporation expended funds compared to how the Corporation anticipated it would expend the use of proceeds as set out in the August 2020 Prospectus.

Use of Proceeds	Approximate Amount in	Expenditures to Date
	August 2020 Prospectus	($000s)
	($000s)
Exploration and Development of the Goliath Gold Project:
Prefeasibility Level Engineering Studies
Studies(1)	$600	$1,190
Environmental Work	$750	$230
Exploration Drilling	$1,300	$660
Surface Exploration Field Work	$500	-
Metallurgy	$329	$20
Total Exploration and Development of the
Goliath Gold Project	$3,479	$2,100
Exploration and Development of the Goldlund Gold Project:
Exploration Drilling	$3,000	$970
Environmental Baseline	$350	$250
Geochemical	$275	$115
Community Relations	$250	$160
Resource Estimate	$100	$210
Engineering Test	$50	$40
Reclamation	$75	$35
Total Exploration and Development of the
Goldlund Gold Project
	$4,100	$1,780
General Corporate and Working Capital	$3,021	$5,100
Total	$10,660	$8,980(2)
Notes:

(1) The August 2020 Prospectus stated in the use of proceeds table that a portion of funds would be expended for prefeasibility engineering studies. The prefeasibility level engineering studies comprise both the studies for the Preliminary Economic Assessment and the Prefeasibility Study as this is a natural continuation as the project is developed.

(2) Approximately $4.4 million of the expenditures outlined in the August 2020 Prospectus have not yet been incurred. Expenditures contemplated in the August 2020 Prospectus but not yet incurred comprise a portion of the recommended budget contained in the Technical Report. See “Use of Proceeds – Comparison to the Recommended Study Budget Summary in the Technical Report” .

The discrepancies between the anticipated use of proceeds in the August 2020 Prospectus and Corporation expenditures is a result of timing as the anticipated use of proceeds from the August 2020 Prospectus contemplated expenditures over a greater period. Additional work was required to complete the preliminary economic assessment in early 2021 to optimize the inclusion of Goliath, Goldlund and Miller, which resulted in expenditures for engineering studies and resource estimation being higher than anticipated. Additional legal fees, severance costs for Corporation employees and debt repayments account for the majority of the increase in expenditures for general corporate and working capital costs. The Corporation expects to ramp up its drilling and surface exploration activities, as well as its environmental work over the course of 2021 to meet the forecasted expenditures. COVID restrictions have caused delays in areas including laboratory assay results, community engagement and geotechnical testing results. Future progress and access will be dependent on how the pandemic progresses.

• 11 -

Comparison to the Recommended Study Budget Summary in the Technical Report

The following table provides an overview of the Corporation’s intended use of proceeds of the Offering compared to the recommendations of the Technical Report.

				Expenditures	Expenditures not
				anticipated to be	anticipated to be
			Expenditures	financed by the	financed by the
	Technical Report		incurred to	net proceeds of	net proceeds of
	Recommendation		March 31, 2021	the Offering	the Offering
		($000s)(1)	($000s)	($000s)(2)	($000s)(4)(5)
Geology		$16,515	$536	$7,510	$8,469
Geotechnical		$998	$0	$998	$0
Mining		$50	$0	$50	$0
Metallurgy		$500	$0	$300	$200
Infrastructure		$555	$17	$0	$538
Environmental		$2,100	$57	$1,625	$418
PFS Study Budget		$1,695	$1	$652	$1,042
Total Recommended
Study Budget		$22,413	$611	$11,135	$10,667
Permitting and
Consultations		N/A	$37	$4,375	N/A
General Corporate and
Working Capital		N/A	$621	$800	N/A
Total		$22,413	$1,269	$16,310	N/A

Notes:

(1) Expenditures contemplated in the August 2020 Prospectus but not yet incurred comprise a portion of the recommended budget contained in the Technical Report.

(2) It is anticipated these expenditures will be made over 2021 until completion of trade off studies on the Goliath Gold Complex. (3) Comprised of drilling costs of $6,850,000 in drilling costs and surface exploration costs of $660,000.

(4) It is anticipated these expenditures, being those in excess of the $16,310,000 net proceeds of the Offering will be made in 2022 in accordance with the recommendations of the Technical Report.

(5) The Corporation intends to obtain additional debt or equity financing for the purposes of financing expenditures not expected to be financed with the net proceeds of the Offering.

The recommendations contained in the Technical Report are displayed as cumulative total estimates. These estimates do not differentiate between the different phases that the Corporation intends to undertake in its development of the Goliath Gold Complex.

While not contemplated in the Technical Report, the Corporation intends to allocate $4.375 million toward permitting, consultations and general working capital. These expenditures will be incurred for the purposes of ongoing baseline programs and the advancement of the Goliath Gold Complex that the Corporation expects will be completed in 2022 and beyond.

Business Objectives and Milestones

Following the acquisition of Goldlund in August 2020, the fundamental business objective of the Corporation has expanded to incorporate the advancement of the Goliath Gold Complex, which includes Goliath, Goldlund and Miller, to a construction decision. The Corporation completed the Technical Report for the Goliath Gold Complex in the first quarter of 2021, which included the newly released initial resource and mine plan on Miller located within the Goldlund property area.

• 12 -

The Corporation’s next significant milestone is the completion of trade off studies on the Goliath Gold Complex. The Corporation intends to initiate trade off studies in the second quarter of 2021 and expects those studies to be completed in the second half of 2021. The completion of trade off studies is anticipated to cost approximately $400,000, comprising a portion of the $1.7 million of the net proceeds of the Offering expected to be used for prefeasibility engineering studies. See “ Use of Proceeds ”.

These trade off studies will support the pre-feasibility study (“ PFS ”) in the second quarter of 2021 that will further evaluate the development alternatives for the project and refine capital and operating cost estimates. It is anticipated that the PFS will be completed in the first half of 2022. $1.7 million of the net proceeds of the Offering will be used for the PFS (comprised of $998,000 for geotechnical drilling, $50,000 for mining and $652,000 for the PFS), including, without limitation, to fund the completion of trade off studies. Technical work is already underway in support of the PFS in order to ensure that the project advances as rapidly as possible. The Corporation sent out a request for proposal for the completion of pre-feasibility level study work, as recommended within the Technical Report. Bids were evaluated in the first quarter of 2021, with consultants expected to be chosen to initiate the study work in the second quarter of 2021. Actual expenditures will depend on which contractor is chosen. In addition, the Corporation has planned an exploration program that will evaluate certain attractive near-mine targets, including Miller throughout 2021. $6.85 million of the net proceeds of the Offering will be used for exploration drilling, with the potential for an updated resource statement in the first quarter of 2022. The timing of a resource update will be dependent on the progress of the drilling activities, which includes timely receipt and review of assays from third party laboratories and challenges associated with potential COVID restrictions. See “ Use of Proceeds ”.

The Corporation anticipates that its cash burn rate will be approximately $2 million per month until the completion of trade off studies. The cash burn of $2 million per month is inclusive of all of the Corporation’s objectives as stated in “ Use of Proceeds ” as well as all operating, overhead and corporate costs. The Corporation’s cash burn rate during this period is anticipated to be higher than the Corporation’s historical cash burn rate. During this period, there will be two drills running on the Corporation’s Goliath Gold Complex simultaneously, which is more than in previous years. As a result, monthly expenses will be higher than those historically incurred by the Corporation. Expenses will vary on a month-by-month basis, but on average, drilling activities are forecast to account for approximately $0.95 million of the monthly cash burn; permitting, environmental activities and community consultations are expected to account for approximately $0.7 million of the monthly cash burn; and engineering studies and working capital are expected to represent approximately $0.35 million per month until the completion of the trade off studies. Management of the Corporation believes the Corporation has sufficient resources from the net proceeds of the Offering and its existing working capital, to fund these amounts.

The Corporation’s Federal Environmental Assessment received federal government approval in August 2019 for Goliath, and the Corporation received permission to proceed with the Provincial and construction permitting activities that will be ongoing throughout 2021. It is expected that applications will be finalized and submitted to relevant authorities throughout 2021 as information on each project becomes available. Goliath is expected to advance in permitting with the currently known baseline and technical information. At Goldlund, additional environmental baseline work will be ongoing with the objective to use this data to commence permitting activities in late 2021. The Corporation will continue engagement with local First Nations, Métis and community groups throughout each phase of the development of the projects. $6 million of the net proceeds of the Offering will be used for permitting, environment and consultations. See “ Use of Proceeds ”.

Financial Condition

During the financial year ended December 31, 2020, the Corporation had negative operating cash flow, as it generated no revenue to offset operating expenses. As the Corporation has no revenue-producing activities, and as a result of its plans to continue the development of the Goliath Gold Complex, the Corporation expects cash flow from operations to remain negative until it commences production and sales from its mineral properties. The Corporation’s working capital balance, including the net proceeds of the Offering, may be used to offset future negative operating cash flow. See “ Risk Factors ”.

As of March 31, 2021, the Corporation had estimated working capital of $18.5 million, comprised of: (i) $18.2 million in cash (which includes the net proceeds of the Offering); (ii) $1.1 million in receivables and pre-paid

• 13 -

expenses, $1.1 million in current investments, offset by $1.8 million in accounts payable, accrued liabilities and shortterm debt.

The Corporation expects to spend approximately $18.0 million over the balance of 2021. The Corporation anticipates that its existing resources will be sufficient to fund the Corporation’s operations until such time as the Corporation expects that it will: (i) achieve its next significant milestone; (ii) achieve the other objectives and supporting activities disclosed in this Prospectus (e.g., exploration and permitting), to the extent that such objectives are anticipated to occur within the current fiscal year; and (iii) complete the objectives disclosed in the August 2020 Prospectus.

CERTAIN CANADIAN INCOME TAX CONSIDERATIONS

In the opinion of McMillan LLP, counsel to the Corporation, and Miller Thomson LLP, counsel to the Dealers, the following is, as at the date of this Prospectus, a summary of certain of the principal Canadian federal income tax considerations under the Tax Act generally applicable to an investor who acquires Special Warrant Shares (as beneficial owner) upon the exercise or deemed exercise of the Special Warrants, and who, for the purposes of the Tax Act and at all relevant times, (i) deals at arm’s length with the Corporation, the Dealers and the subsequent purchaser of a Special Warrant Share, (ii) is not affiliated with the Corporation, the Dealers or the subsequent purchaser of a Special Warrant Share, (iii) acquires and holds the Special Warrants, and will hold the Special Warrant Shares issuable on the exercise or deemed exercise of the Special Warrants, as capital property, and (iv) for purposes of the Tax Act, and at all relevant times, is resident, or deemed to be resident, in Canada. A holder who meets all of the foregoing requirements is referred to as a “ Holder ” in this summary, and this summary only addresses such Holders. Generally, the Special Warrants and Special Warrant Shares will be considered as capital property of a Holder thereof provided that the Holder does not hold the Special Warrants or Special Warrant Shares in the course of carrying on a business of trading or dealing in securities and such Holder has not acquired them in one or more transactions considered to be an adventure or concern in the nature of trade. Certain Holders whose Special Warrant Shares might not otherwise constitute capital property may make, in certain circumstances, an irrevocable election permitted by subsection 39(4) of the Tax Act to deem the Special Warrant Shares, and every other “Canadian security” as defined in the Tax Act, held by such persons in the taxation year of the election and each subsequent taxation year to be capital property. This election does not apply to the Special Warrants. Holders should consult their own tax advisors regarding this election.

This summary does not apply to a Holder (i) that is a “financial institution” for the purposes of the mark-tomarket rules contained in the Tax Act, (ii) that is a “specified financial institution” as defined in the Tax Act, (iii) an interest in which would be a “tax shelter investment” as defined in the Tax Act, (iv) that has made a functional currency reporting election under the Tax Act, (v) that is exempt from tax under Part I of the Tax Act, (vi) that receives dividends on the Special Warrant Shares under or as part of a “dividend rental arrangement” as defined in the Tax Act, (vii) that is a partnership or trust, (viii) that is a “principal-business corporation” as defined in the Tax Act, (ix) whose business includes trading or dealing in rights, licences or privileges to explore for, drill for or take minerals, petroleum, natural gas or other related hydrocarbons, within the meaning of the Tax Act, or (x) that has entered into or will enter into a “derivative forward agreement” or “synthetic disposition arrangement”, as those terms are defined in the Tax Act, with respect to the Special Warrants or Special Warrant Shares. All such Holders should consult their own tax advisors with respect to an acquisition of Special Warrant Shares on the exercise or deemed exercise of the Special Warrants. In addition, this summary does not address the deductibility of interest by a Holder who has borrowed money or otherwise incurred debt in connection with the acquisition of Special Warrants or Special Warrant Shares.

Additional considerations, not discussed herein, may be applicable to a Holder that is a corporation resident in Canada and is, or becomes (or does not deal at arm’s length within the meaning of the Tax Act with a corporation resident in Canada that is or becomes) as part of a transaction or event or series of transactions or events that includes the acquisition of the Special Warrants or the Special Warrant Shares, controlled by a non-resident person or a group of persons not dealing with each other at arm’s length, for purposes of the “foreign affiliate dumping” rules in section 212.3 of the Tax Act. Such Holders should consult their tax advisors with respect to the consequences of acquiring Special Warrant Shares.

This summary is based on the current provisions of the Tax Act in force as of the date of this Prospectus and our understanding of the current published administrative and assessing practice of the Canada Revenue Agency (the

• 14 -

“ CRA ”). This summary takes into account all specific proposals to amend the Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the “ Tax Proposals ”) and assumes that the Tax Proposals will be enacted in the manner and form proposed, although no assurance can be given that the Tax Proposals will be enacted in their current form or at all. If the Tax Proposals are not enacted or otherwise implemented as presently proposed, the tax consequences may not be as described below in all cases. This summary does not otherwise take into account any changes in law or in the administrative policies or assessing practice of the CRA, whether by legislative, governmental or judicial decision or action, nor does it take into account or consider any provincial, territorial or foreign tax considerations, or any other federal considerations, which considerations may differ significantly from the Canadian federal income tax considerations discussed in this summary.

This summary assumes that (i) the Corporation will incur Resource Expenses in an amount not less than the aggregate gross subscription proceeds for the issuance of the FT Special Warrants (the “ Commitment Amount ”), (ii) Resource Expenses in an amount equal to the Commitment Amount will be renounced to purchasers of FT Special Warrants with an effective date of no later than December 31, 2021, (iii) such Resource Expenses will be incurred during a period (the “ Expenditure Period ”) commencing on the Closing Date and ending on the earlier of (A) the date on which the Commitment Amount has been fully incurred in accordance with the terms of the relevant FT Special Warrant subscription agreement between the Corporation and a Holder (each a “ FT Special Warrant Subscription Agreement ”), and (B) December 31, 2022, and (iv) all expenses discussed herein will be reasonable in amount. This summary also assumes that the Corporation will make all filings in respect of the issuance of the FT Special Warrants and the renunciation of Resource Expenses in the manner and within the time required by the Tax Act and that all renunciations will be validly made. In addition, while the Corporation will furnish each purchaser of FT Special Warrants hereunder with information with respect to renounced Resource Expenses for purposes of filing income tax returns, the preparation and filing of returns will remain the responsibility of each purchaser. This summary is based upon the representation of the Corporation that it will be a “principal-business corporation” at all material times and that the FT Special Warrants are “flow-through shares” and are not, and will not be, “prescribed shares” or “prescribed rights”, all within the meaning of the Tax Act. If any of the above assumptions are incorrect, the Corporation may be unable to renounce some or all of the Resource Expenses which it has agreed to renounce under the relevant FT Special Warrant Subscription Agreements. No opinion is expressed regarding any of the assumptions made in this discussion of income tax considerations.

The Canadian federal income tax consequences to a particular purchaser of FT Special Warrants will vary according to a number of factors, including the particular province in which the purchaser resides, carries on business or has a permanent establishment, the legal characterization of the purchaser as an individual or a corporation, the amount that would be the purchaser’s taxable income but for the investment in the FT Special Warrants and the manner in which the proceeds from the issuance of the FT Special Warrants are expended.

This summary is of a general nature only, is not exhaustive of all possible Canadian federal income tax considerations and is not intended to be, nor should it be construed to be, legal or tax advice to any particular Holder. All investors, including Holders as defined above, should consult their own tax advisors with respect to their particular circumstances.

Exercise or Deemed Exercise of Special Warrants

The exercise or deemed exercise of a Special Warrant will not constitute a disposition of property for purposes of the Tax Act and, consequently, no gain or loss will be realized by a Holder upon the exercise or deemed exercise of a Special Warrant to acquire a Special Warrant Share.

The initial cost to a Holder of a Special Warrant Share acquired upon the exercise or deemed exercise of a Special Warrant will generally be equal to the adjusted cost base to the Holder of the Special Warrant.

The initial cost to a Holder of a FT Special Warrant (and, therefore, the FT Special Warrant Share acquired upon the exercise or deemed exercise of a FT Special Warrant) for the purposes of the Tax Act is deemed to be nil.

The cost to a Holder of the Special Warrant Shares acquired upon the exercise or deemed exercise of the Special Warrants, must be averaged with the adjusted cost base (determined immediately before the exercise or deemed exercise of the Special Warrants) of all other Common Shares held by the Holder as capital property at the time of the

• 15 -

exercise or deemed exercise of the Special Warrants to determine the Holder's adjusted cost base of all such Common Shares held.

Renunciation of Resource Expenses in Respect of FT Special Warrants

Subject to certain limitations and restrictions contained in the Tax Act, a “principal-business corporation” (as defined in the Tax Act) that incurs Resource Expenses pursuant to an agreement for the issue of its “flow-through shares” (as defined in the Tax Act and which includes the FT Special Warrants) will be entitled to renounce such Resource Expenses to the initial subscriber of such “flow-through shares” and the Resource Expenses so properly renounced will be deemed to be Resource Expenses incurred by such subscriber on the effective date of the renunciation.

The Tax Act also contains a one-year “look-back” rule which, if certain conditions are satisfied, entitles the Corporation to renounce Resource Expenses incurred (or deemed to be incurred) by it in 2022 to FT Special Warrant subscribers effective on December 31, 2021. For this rule to apply in respect of Resource Expenses incurred in 2022, the initial subscriber must have paid the consideration in money for the FT Special Warrant, the initial subscriber and the Corporation must deal with each other at arm’s length (for the purposes of the Tax Act) throughout 2022, and a subscription agreement for such FT Special Warrant must have been entered into during 2021. In the event that the Corporation does not fully expend on Resource Expenses the amounts renounced under the one year “look-back” rule by the end of 2022, the Corporation will be required to reduce the amount of Resource Expenses renounced to the initial subscribers and such subscribers' income tax returns for the years in which the Resource Expenses was claimed would be expected to be reassessed accordingly. The initial subscriber of a FT Special Warrant would not generally be subject to any penalties for any such reassessment and would not be subject to any interest charges for any additional taxes payable if such taxes were paid by such subscriber on or prior to April 30, 2023.

The Corporation has undertaken to incur (or be deemed to have incurred) sufficient Resource Expenses prior to December 31, 2022 so as to enable the Corporation to renounce in favour of the subscribers for FT Special Warrants an amount equal to the gross proceeds derived from the issuance of the FT Special Warrants.

Renounced Resource Expenses deemed to have been incurred by a Holder that is an initial subscriber of FT Special Warrants will be added to the cumulative Canadian exploration expense (“ CCEE ”) account of such Holder for purposes of the Tax Act. A Holder may deduct in computing income from all sources for a taxation year such amount as may be claimed not exceeding 100% of the balance in the Holder's CCEE account at the end of a taxation year. To the extent that a Holder does not deduct the balance of the Holder's CCEE account at the end of a taxation year, the balance will be carried forward and may be deducted by the Holder in subsequent taxation years in accordance with the provisions of the Tax Act. The CCEE account of a Holder is reduced by the amount deducted by him in prior years and by the amount of any assistance, including grants, that the Holder receives or is entitled to receive in respect of CEE included in the CCEE account. If the balance of the Holder's CCEE account is “negative” at the end of a taxation year, which may occur if the Holder receives or becomes entitled to receive assistance payments which relate to CCEE incurred in a prior year or if there are other adjustments to that CCEE account (such as investment tax credits from the proceeding taxation year), the “negative” amount must be included in the Holder's income for that taxation year, and the balance of the Holder's CCEE account then becomes nil.

Certain restrictions apply in respect of the deduction of CCEE following an acquisition of control and on certain reorganizations of a corporate investor. Corporate investors should consult their own tax advisors for advice with respect to the potential application of these rules to them having regard to their own particular circumstances.

The initial subscriber of FT Special Warrants will retain the entitlement to the renunciation of Resource Expenses from the Corporation as described above as well as the ability to deduct any CCEE not previously deducted, and a subsequent purchaser of such FT Special Warrants or the Special Warrant Shares will not be entitled to any renunciations of Resource Expenses.

If a Holder that is an initial subscriber of FT Special Warrants purchased such FT Special Warrants through a Registered Plan or “deferred profit sharing plan” (as defined in the Tax Act), the tax benefits of the Resource Expenses will not be available for deduction against such Holder's income.

• 16 -

A purchaser of FT Special Warrants who is an individual (other than a trust) will be entitled to a nonrefundable investment tax credit equal to 15 percent of a Flow-Through Mining Expenditure renounced to the purchaser. The investment tax credit may be deducted in accordance with detailed rules in the Tax Act against tax payable under the Tax Act in the taxation year in which the Flow-Through Mining Expenditure is incurred or deemed to be incurred, or carried back three years and forward twenty years. The Corporation has agreed to incur and renounce CEE that will qualify for this investment tax credit.

Dividends

Dividends received or deemed to be received on the Special Warrant Shares by a Holder, if any, will be included in computing the Holder’s income for purposes of the Tax Act. In the case of a Holder that is an individual (other than certain trusts), such dividends will be subject to the gross-up and dividend tax credit rules normally applicable in respect of “taxable dividends” received from “taxable Canadian corporations” (as defined in the Tax Act), including the enhanced gross-up and dividend tax credit in respect of “eligible dividends”, if any, so designated by the Corporation to the Holder in accordance with the provisions of the Tax Act. There may be restrictions on the Corporation’s ability to so designate any dividends as “eligible dividends”, and the Corporation has made no commitments in this regard.

Dividends received or deemed to be received by a Holder that is a corporation must be included in computing its income but may be deductible in computing its taxable income, subject to certain restrictions and special rules under the Tax Act. A Holder that is a “private corporation” (as defined in the Tax Act) and certain other corporations controlled by or for the benefit of an individual (other than a trust) or related group of individuals (other than trusts) generally will be liable to pay a tax under Part IV of the Tax Act (refundable in certain circumstances) on dividends received or deemed to be received on the Special Warrant Shares to the extent such dividends are deductible in computing taxable income. In certain circumstances, subsection 55(2) of the Tax Act will treat a taxable dividend received or deemed to be received by a Holder that is a corporation as proceeds of disposition or a capital gain, and Holders that are corporations should consult their own tax advisors in this regard.

Dispositions of Special Warrant Shares

Upon a disposition (or a deemed disposition) of a Special Warrant Share (other than a disposition to the Corporation in a transaction that is not a sale in the open market in the manner in which such shares would normally be purchased by any member of the public in an open market), a Holder generally will realize, in the year of disposition, a capital gain (or a capital loss) equal to the amount by which the proceeds of disposition of such security, as applicable, net of any reasonable costs of disposition, are greater (or are less) than the adjusted cost base of such security, as applicable, to the Holder. The tax treatment of capital gains and capital losses is discussed in greater detail below under the subheading “Capital Gains and Capital Losses”.

Capital Gains and Capital Losses

Generally, a Holder is required to include in computing income for a taxation year one-half of the amount of any capital gain (a “ taxable capital gain ”) realized in the year. Subject to and in accordance with the provisions of the Tax Act, a Holder is required to deduct one-half of the amount of any capital loss (an “ allowable capital loss ”) realized in a taxation year from taxable capital gains realized in the year by such Holder. Allowable capital losses in excess of taxable capital gains realized in a year may be carried back and deducted in any of the three preceding taxation years or carried forward and deducted in any following taxation year against net taxable capital gains realized in such year to the extent and under the circumstances described in the Tax Act.

The amount of any capital loss realized on the disposition or deemed disposition of Special Warrant Shares by a Holder that is a corporation may be reduced by the amount of dividends received or deemed to have been received by it on such shares or shares substituted for such shares to the extent and in the circumstances specified by the Tax Act. Similar rules may apply where a Holder that is a corporation is a member of a partnership or a beneficiary of a trust that owns Special Warrant Shares, directly or indirectly, through a partnership or trust. Holders to whom these rules may be relevant should consult their own tax advisors.

• 17 -

A Holder that is throughout the relevant taxation year a “Canadian-controlled private corporation” (as defined in the Tax Act) also may be liable to pay an additional tax (refundable in certain circumstances) on its “aggregate investment income” (as defined in the Tax Act) for the year, which will generally include taxable capital gains.

Minimum Tax

Under the Tax Act, an alternative minimum tax is payable by an individual, other than certain trusts, equal to the amount by which the alternative minimum tax exceeds the tax otherwise payable. In calculating adjusted taxable income for the purpose of determining minimum tax, certain deductions and credits otherwise available, such as the deduction for Resource Expenses not used to reduce resource income, are disallowed and certain amounts not otherwise taxable are included in income, such as 80% of net capital gains. Whether and to what extent the tax liability of a particular purchaser will be increased by the minimum tax will depend upon the amount of such purchaser’s income, the sources from which it is derived and the nature and amounts of any deductions that such purchaser claims. Any additional tax payable for a year from the application of the minimum tax provisions is recoverable in subsequent years to the extent that tax otherwise determined exceeds the minimum tax for any of the following seven taxation years. Purchasers should consult their own independent tax advisors with respect to the potential alternative minimum tax consequences to them having regard to their own particular tax circumstances.

Cumulative Net Investment Loss

One-half of the amount of the Resource Expenses renounced to and deducted by a purchaser will be added to the purchaser’s cumulative net investment loss (“ CNIL ”) account, as defined in the Tax Act. A purchaser’s CNIL account may impact a purchaser’s ability to access the lifetime capital gains exemption available on the disposition of certain qualified small business corporation shares and qualified farm property.

PLAN OF DISTRIBUTION

This Prospectus is being filed in the Canadian Offering Jurisdictions to qualify the distribution of 17,451,579 Special Warrant Shares upon the deemed exercise of 17,451,579 Special Warrants previously issued on the Closing Date. The Special Warrants were issued pursuant to the Special Warrant Indenture between the Corporation and TSX Trust Company, as Special Warrant agent.

An aggregate of 10,631,579 NFT Special Warrants were issued to purchasers resident in British Columbia, Ontario and certain jurisdictions outside Canada and the United States pursuant to prospectus exemptions under applicable securities legislation on a bought deal private placement basis at the NFT Issue Price pursuant to the terms of the Underwriting Agreement. An aggregate of 6,820,000 FT Special Warrants were issued to purchasers resident in Alberta, British Columbia and Ontario pursuant to prospectus exemptions under applicable securities legislation on a best-efforts private placement basis at the FT Issue Price pursuant to the terms of the Agency Agreement.

The Corporation deposited the Special Warrants issued pursuant to the Offering with CDS as NonCertificated Positions. No physical certificates representing Special Warrants in Non-Certificated Positions were issued to purchasers of Special Warrants. Upon the exercise of the Special Warrants in Non-Certificated Positions, the underlying Special Warrant Shares will be issued as electronic non-certificated inventory positions registered and deposited with CDS or its nominee, and purchasers will receive only a customer confirmation from the Dealer or other registered dealer who is a CDS participant and from or through whom a beneficial interest in the Special Warrants was originally acquired, subject to certain limited exceptions.

Each Special Warrant shall be deemed to be exercised and surrendered on behalf of and without any required action on the part of, the holder thereof on the Qualification Date. The Corporation has agreed to use commercially reasonable efforts to obtain such receipt on or prior to the Qualification Deadline. Until a receipt is issued for the Final Qualification Prospectus, the Special Warrants (and any Special Warrant Shares issued on exercise thereof) will be subject to a hold period under applicable Canadian securities laws expiring on the date that is four months and a day following the Closing Date.

In consideration for the services rendered by the Dealers in connection with the Offering, the Corporation paid the Dealers an aggregate cash commission of $1,018,332.28, being: (i) 6.0% of the aggregate gross proceeds of

• 18 -

subscriptions for Special Warrants from purchasers introduced to the Offering by the Dealers; and (ii) 3.0% of the aggregate gross proceeds of subscriptions for Special Warrants from purchasers under the President’s List.

The NFT Issue Price and FT Issue Price were determined by arm’s length negotiation between the Corporation and Haywood on behalf of the Dealers. The Corporation agreed to reimburse the Dealers for certain expenses incurred by the Dealers related to the Offering.

The Corporation has agreed in favour of the Dealers that, during the period ending 120 days after the Closing Date, it shall not, directly or indirectly, without the prior written consent of Haywood, such consent not to be unreasonably withheld or delayed: issue, sell, offer, grant an option or right in respect of, or otherwise dispose of, or agree to or announce any intention to issue, sell, offer, grant an option or right in respect of, or otherwise dispose of, any additional Common Shares or any securities convertible into or exchangeable or exercisable for Common Shares, other than pursuant to: (i) the Offering; or (ii) previously scheduled property and/or corporate acquisitions.

Certain of the Corporation’s directors and officers also entered into lock-up agreements in favour of the Dealers evidencing their agreement not to directly or indirectly sell, or agree to sell or announce any intention to sell or agree to sell any additional Common Shares or any securities convertible into or exchangeable for Common Shares (except in connection with the exercise of previously granted options), for a period of up to 120 days from the Closing Date, without the prior written consent of Haywood on behalf of the Dealers, such consent not to be unreasonably withheld or delayed.

The Dealers and their affiliates have performed investment banking, commercial banking and advisory services for the Corporation from time to time for which they have received customary fees and expenses. The Underwriters and their affiliates may, from time to time, engage in transactions with and perform services for the Corporation in the ordinary course of their business.

The Corporation has agreed to use its reasonable commercial efforts to obtain a receipt for a final short form prospectus qualifying the issuance and distribution of the Special Warrant Shares underlying the Special Warrants in the Canadian Offering Jurisdictions and obtain a receipt therefor from the OSC as principal regulator on behalf of the securities regulatory authority in each of the Canadian Offering Jurisdictions by the Qualification Deadline.

The TSX has approved the listing of the Special Warrant Shares distributed under this Prospectus on the TSX.

United States Offering Restrictions

This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the Special Warrant Shares offered hereby in the United States.

The Special Warrants and the Special Warrant Shares have not been and will not be registered under the U.S. Securities Act, or any securities or “blue sky” laws of any state of the United States. Accordingly, the Special Warrant Shares may not be offered, sold or delivered, directly or indirectly, within the United States except in transactions exempt from the registration requirements of the U.S. Securities Act and any applicable securities laws of any state of the United States.

In addition, until 40 days after the exercise or deemed exercise of the Special Warrants, an offer or sale of the Special Warrant Shares distributed within the United States by any dealer (whether or not participating in the Offering) may violate the registration requirements of the U.S. Securities Act if such offer or sale is made otherwise than in accordance with an available exemption from such registration requirements.

• 19 -

DESCRIPTION OF THE SECURITIES BEING DISTRIBUTED

Description of Special Warrants

The Special Warrants are governed by the terms and conditions set forth in the Special Warrant Indenture. An aggregate of 17,451,579 Special Warrants (being comprised of 10,631,579 NFT Special Warrants and 6,820,000 FT Special Warrants) are outstanding as of the date of this short form prospectus. The material terms and conditions of the Special Warrants are summarized below:

• (a) each of the Special Warrants entitles the holder thereof to acquire, for no additional consideration to the Corporation, one Special Warrant Share, subject to adjustment as provided for in the Special Warrant Indenture;

• (b) each Special Warrant shall be deemed to be exercised and surrendered on behalf of and without any required action on the part of, the holder thereof on the Qualification Date;

• (c) the Special Warrant Indenture provides for and contains provisions designed to keep the holders of the Special Warrants unaffected by the possible occurrence of certain corporate events, including subdivision, consolidation or reclassification of the Common Shares, and capital reorganizations including the amalgamation, merger or corporate reorganization of the Corporation;

• (d) the holders of Special Warrants do not have any right or interest whatsoever as shareholders of the Corporation, including but not limited to any right to vote at, to receive notice of, or to attend, meetings of shareholders or any other proceedings of the Corporation or any right to receive any dividend or other distribution; and

• (e) the rights of holders of Special Warrants may be modified by extraordinary resolution at a meeting of Special Warrant holders. The Special Warrant Indenture provides for meetings by holders of Special Warrants and the passing of resolutions and extraordinary resolutions by such holders which are binding on all holders of Special Warrants. Certain amendments to the Special Warrant Indenture may only be made by “extraordinary resolution”, which is defined in the Special Warrant Indenture as a resolution proposed at a meeting of Special Warrant holders duly convened for that purpose at which there are present in person or by proxy Special Warrant holders holding at least 25% of the aggregate number of the then outstanding Special Warrants passed by the affirmative votes of Special Warrant holders holding not less than 66⅔% of the aggregate number of the then outstanding Special Warrants represented at the meeting and voted on the poll upon such resolution.

The foregoing is a summary description of certain material provisions of the Special Warrant Indenture, and it does not purport to be a comprehensive summary and is qualified in its entirety by reference to the more detailed provisions of the Special Warrant Indenture, a copy of which may be obtained on request without charge from the Corporation at its registered office or electronically on SEDAR at www.sedar.com.

Description of Common Shares

Treasury Metals has an unlimited number of Common Shares authorized. As of the date of this Prospectus, there are 112,734,784 Common Shares outstanding. Holders of Common Shares are entitled to receive notice of and attend any meeting of the Corporation’s shareholders, to one vote for each Common Share held, to receive dividends if, as and when declared by the directors and to participate rateably in any distribution of property or assets upon the liquidation, winding-up or other dissolution of the Corporation. None of the Common Shares are subject to any further call or assessment. There are no special rights or restrictions of any nature attaching to any of the Common Shares and they all rank pari passu each with the other as to all benefits which might accrue to the holders of the Common Shares. The Common Shares are not convertible into shares of any other class and are not redeemable or retractable.

• 20 -

PRIOR SALES

Common Shares

The following table summarizes details of the Common Shares issued by the Corporation during the 12month period prior to the date of this Prospectus:

Date of Issuance Security Price Per Security(1) June 17, 2020 June 17, 2020 Common Shares Common Shares $0.855 $1.05 June 23, 2020 Common Shares $0.96 July 6 ,2020 July 6, 2020 Common Shares Common Shares $0.855 $1.05 July 9, 2020 Common Shares $1.05 July 14, 2020 Common Shares $1.05 July 15, 2020 July 15, 2020 Common Shares Common Shares $0.855 $1.05 July 22, 2020 Common Shares $1.35 July 24, 2020 July 24, 2020 Common Shares Common Shares $0.90 $1.20 July 29, 2020 Common Shares $1.05 August 4, 2020 August 4, 2020 Common Shares Common Shares $0.855 $1.05 August 6, 2020 Common Shares $1.05 August 7, 2020 Common Shares N/A August 7, 2020 Common Shares $1.35 August 17, 2020 Common Shares N/A August 26, 2020 Common Shares $1.20 September 2, 2020 Common Shares $1.05 September 11, 2020 Common Shares $1.20 September 14, 2020 Common Shares $1.20 September 15, 2020 Common Shares $1.20 September 16, 2020 Common Shares $1.20 September 17, 2020 Common Shares $1.20 September 18, 2020 Common Shares $1.20 November 26, 2020 Common Shares $1.05 December 10, 2020 Common Shares $0.90 December 18, 2020 Common Shares $0.90 December 31, 2020 Common Shares $0.90 January 11, 2021 Common Shares $0.90 January 27, 2021 Common Shares $1.08 Total:

Number of Securities(1) 5,561 3,480 166,667 34,082 29,213 12,333 29,667 18,262 6,667 14,633 8,333 16,667 16,667 3,913 1,890 10,667 43,333,333 21,667 10,666,666 75,000 270 227,499 124,999 258,333 82,666 308,333 436,499 51,044 8,300 13,300 16,733 100,000 13,699

56,049,543

Note: (1) Presented on a post-Consolidation basis.

Warrants

The following table summarizes details of warrants exercisable for Common Shares (“ Warrants ”) issued by the Corporation during the 12-month period prior to the date of this Prospectus:

Date of Issuance Security Exercise Price(1) August 7, 2020 Warrants $1.50 August 17, 2020 Warrants $1.80 Total:	Number of Securities(1) 11,666,667 5,333,333
	17,000,000

• 21 -

Note: (1) Presented on a post-Consolidation basis.

Compensation Option Receipts

The following table summarizes details of compensation option receipts (“ Compensation Option Receipts ”) exercisable into Compensation Options exercisable for Common Shares (“ Compensation Options ”) issued by the Corporation during the 12-month period prior to the date of this Prospectus.

Date of Issuance Security Exercise Price July 7, 2020 Compensation Option Receipts N/A Total:	Number of Securities(1) 640,000
	640,000

Note:

(1) Presented on a post-Consolidation basis.

Compensation Options

The following table summarizes details of Compensation Options issued by the Corporation during the 12month period prior to the date of this Prospectus:

Date of Issuance Security Exercise Price (1) August 17, 2020 Compensation Options $1.08 Total:	Number of Securities(1) 640,000
	640,000

Note:

(1) Presented on a post-Consolidation basis.

Stock Options

The following table summarizes details of stock options exercisable for Common Shares (“ Stock Options ”) issued by the Corporation during the 12-month period prior to the date of this Prospectus:

Date of Issuance Security Exercise Price November 10, 2020 Stock Options $1.35 February 5, 2021 Stock Options $1.35 March 8, 2021 Stock Options $0.95 May 5, 2021 Stock Options $0.90 Total:	Number of Securities(1) 2,588,000 798,000 300,000 250,000
	3,936,000

Note:

(1) Presented on a post-Consolidation basis.

Subscription Receipts

The following table summarizes details of subscription receipts convertible into Common Shares (“ Subscription Receipts ”) issued by the Corporation during the 12-month period prior to the date of this Prospectus:

Date of Issuance Security Price Per Security July 7, 2020 Subscription Receipts $0.36 Total:	Number of Securities 32,000,000
	32,000,000

• 22 -

PRICE RANGE AND VOLUME OF TRADING OF COMMON SHARES

The Common Shares are traded on the TSX under the symbol “TML” and on the OTCQX Best Market under the symbol “TSRMF”. The following table sets forth, on a monthly basis, the reported high and low sale prices (which are not necessarily the closing prices) and the aggregate volume of trading of the Common Shares on the TSX for the periods noted presented on a post-Consolidation basis.

Period May 1-5, 2021 April 2021 March 2021 February 2021 January 2021 December 2020 November 2020 October 2020 September 2020 August 2020 July 2020 June 2020 May 2020 April 2020	High ($) 0.90 0.94 1.03 1.31 1.46 1.39 1.53 1.48 1.57 1.98 1.83 1.77 0.99 0.95	Low ($) 0.87 0.87 0.85 0.78 1.18 1.23 1.28 1.26 1.25 1.38 1.44 0.96 0.75 0.57	Trading Volume
			81,473 705,630 1,081,450 2,840,504 1,364,689 1,412,836 1,381,133 1,451,033 2,596,590 4,103,749 2,211,717 3,060,566 2,033,753 2,325,687

On February 17, 2021, the last complete trading day prior to the public announcement of the Offering, the closing price of Common Shares on the TSX was $0.98. On May 5, 2021, the last complete trading day before the date of this Prospectus, the closing price of the Common Shares on the TSX was $0.89.

RISK FACTORS

An investment in securities of the Corporation is highly speculative and involves significant risks. Any prospective investor should carefully consider the risk factors and all of the other information contained below and elsewhere in this Prospectus (including, without limitation, the documents incorporated by reference, and specifically under the sections entitled “ Risk Factors ” in the AIF and the Circular) before purchasing any of the securities distributed under this Prospectus. The risks described herein and in the documents incorporated by reference in this Prospectus are not the only risks facing the Corporation. Additional risks and uncertainties not currently known to the Corporation, or that the Corporation currently deems immaterial, may also materially and adversely affect its business.

Discretion in the Use of Proceeds

Management will have discretion concerning the use of proceeds of the Offering as well as the timing of their expenditures. As a result, holders of Special Warrants will be relying on the judgment of management as to the application of the proceeds of the Offering. If management chooses not to use the proceeds of the Offering for the purposes described under the heading “ Use of Proceeds” , Extract Advisors LLC, as agent under the Credit Facility and the Lenders may require that the proceeds of the Offering be used to repay the amount owing under the Credit Facility prior to being used for other purposes. Management may use the net proceeds of the Offering in ways that holders of Special Warrants may not consider desirable. The results and effectiveness of the application of the proceeds are uncertain. If the proceeds are not applied effectively, the Corporation’s results of operations may suffer.

Future Sales or Issuances of Securities

The Corporation may sell additional Common Shares or other securities in subsequent offerings. The Corporation may also issue additional securities to finance future activities. The Corporation cannot predict the size

• 23 -

of future issuances of securities or the effect, if any, that future issuances and sales of securities will have on the market price of the Common Shares. Sales or issuances of substantial numbers of Common Shares, or the perception that such sales could occur, may adversely affect prevailing market prices of the Common Shares. With any additional sale or issuance of Common Shares, holders of Common Shares will suffer dilution to their voting power and the Corporation may experience dilution in its earnings per Common Share. The Corporation will be required to use the proceeds of any subsequent offering of securities to repay the amount owing pursuant to the Credit Facility, subject to Extract waiving compliance with the terms of the Credit Facility and permitting the Corporation to use such proceeds for other purposes. There is no guarantee that Extract will grant such a waiver in connection with any subsequent offering of securities of the Corporation.

Volatility of Market Price of Common Shares

The market price of Common Shares may fluctuate due to a variety of factors relative to the Corporation’s business, including announcements of new developments, fluctuations in the Corporation’s operating results, sales of the Common Shares in the marketplace, failure to meet analysts’ expectations, any public announcements made in regards to the Offering, the impact of various tax laws or rates and general market conditions or the worldwide economy. In recent years, stock markets have experienced significant price fluctuations, which have been unrelated to the operating performance of the affected companies. There can be no assurance that the market price of the Common Shares will not experience significant fluctuations in the future, including fluctuations that are unrelated to the Corporation’s performance.

Canadian Tax Treatment of FT Special Warrants

Investors are cautioned that the taxation laws and regulations and the current administrative practices of both the federal and provincial tax authorities may be amended or construed in such a way that the tax considerations for a subscriber holding FT Special Warrants will be altered and, moreover, there may be differences of opinion between the federal and provincial tax authorities with respect to the tax treatment of the FT Special Warrants, the status of such FT Special Warrants and the activities contemplated by the Corporation’s development programs. See “Certain Canadian Federal Income Tax Considerations” .

The FT Special Warrants are designed for investors whose income is subject to high marginal tax rates. The right to deduct Resource Expenses accrues to the initial purchaser of the FT Special Warrants and is not transferable. No guarantee can be given that Canadian tax laws will not be amended, that the amendments announced with respect to such laws will be adopted or that the current administrative practices of the tax authorities will not be modified. In addition, there is no guarantee that the Resource Expenses incurred (or deemed to be incurred) by the Corporation or the expected tax deductions will be accepted by the Canada Revenue Agency. Consequently, the tax considerations for subscribers acquiring, holding or selling FT Special Warrants may be fundamentally altered. See “ Certain Canadian Federal Income Tax Considerations ”.

There is no guarantee that an amount equal to the total proceeds of the sale of the FT Special Warrants will be expended as Resource Expenses on or prior to December 31, 2022 resulting in the deductions described under “C ertain Canadian Federal Income Tax Considerations ”.

Negative Cash Flow from Operations

The Corporation has no history of generating revenue. During the year ended December 31, 2020, the Corporation had negative cash flow from operating activities. The Corporation anticipates it will continue to have negative cash flow from operating activities and net losses in future periods unless and until the Corporation achieves production and sales from its mineral properties. A portion of the net proceeds from the Offering may be used to fund negative cash flow from operating activities in future periods.

INTERESTS OF EXPERTS

Certain legal matters in connection with the Offering will be passed upon on behalf of the Corporation by McMillan LLP and on behalf of the Dealers by Miller Thomson LLP. As of the date hereof, the designated

• 24 -

professionals of McMillan LLP beneficially own, directly and indirectly, less than one percent of the outstanding Common Shares. As of the date hereof, the designated professionals of Miller Thomson LLP beneficially own, directly and indirectly, less than one percent of the outstanding Common Shares

The following experts are named as having prepared or certified a technical report that is summarized in this Prospectus, either directly or in a document incorporated by reference in this Prospectus:

• (a) Tommaso Roberto Raponi, P. Eng.;

• (b) Gordon Zurowski, P. Eng.;

• (c) Pierre Desautels, P. Geo.;

• (d) Paul Daigle, P. Geo.;

• (e) Chris Keech, P. Geo.;

• (f) Reagan McIsaac, Ph.D., P. Eng.;

• (g) Mackenzie Denyes, Ph.D., P. Geo.; and

• (h) Sheila Ellen Daniel, M.Sc., P. Geo.

To the best of the Corporation’s knowledge, none of the experts listed above held any registered or beneficial interest, directly or indirectly, in any securities or other property of the Corporation or of one of its associates or affiliates when that expert prepared the technical report. As of the date of this prospectus, Mackenzie Denyes, Manager of Regulatory Affairs of the Corporation, holds 3,000 Common Shares and 83,000 Stock Options.

The Corporation’s current auditor, RSM Canada LLP, has advised the Corporation that they are independent in accordance with the Code of Professional Conduct of the Chartered Professional Accountants of Ontario.

PricewaterhouseCoopers LLP is the former auditor of Tamaka Gold Corporation. PricewaterhouseCoopers LLP was independent of Tamaka Gold Corporation in accordance with the Chartered Professional Accountants of British Columbia Code of Professional Conduct up to the date of the acquisition of Tamaka Gold Corporation by the Corporation.

STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

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

The Corporation and the Dealers hereby confirm that purchasers who acquired Special Warrants through the Corporation have the same rights and remedies for rescission and/or damages against the Corporation and the Dealers, as the case may be, as purchasers who acquired Special Warrants through the Dealers. The Corporation and the Dealers hereby confirm that purchasers who acquired Special Warrants through the Corporation have the same rights and remedies for rescission and/or damages against the Corporation and the Dealers, as the case may be, as purchasers who acquired Special Warrants through the Dealers.

• 25 -

CONTRACTUAL RIGHT OF RESCISSION

The Corporation has granted each holder of a Special Warrant a contractual right of rescission of the prospectus-exempt transaction under which the Special Warrant was initially acquired. The contractual right of rescission provides that if a holder of a Special Warrant who acquires Special Warrant Shares on the exercise or deemed exercise of the Special Warrant as provided for in this short form prospectus is, or becomes, entitled under the securities legislation of a jurisdiction to the remedy of rescission because of this prospectus or an amendment to this prospectus containing a misrepresentation:

• (a) the holder is entitled to rescission of both the holder’s exercise or deemed exercise of its Special Warrant and the private placement transaction under which the Special Warrant was initially acquired;

• (b) the holder is entitled in connection with the rescission to a full refund of all consideration paid to the Corporation on the acquisition of the Special Warrant; and

• (c) if the holder is a permitted assignee of the interest of the original Special Warrant subscriber, the holder is entitled to exercise the rights of rescission and refund as if the holder was the original subscriber.

The contractual rights of action described above are in addition to and without derogation from any other right or remedy that a purchaser of Special Warrants may have at law. The Corporation and the Dealers hereby confirm that purchasers who acquired Special Warrants through the Corporation have the same rights and remedies for rescission and/or damages against the Corporation and the Dealers, as the case may be, as purchasers who acquired Special Warrants through the Dealers.

CEASE TRADE ORDERS AND BANKRUPTCIES OF DIRECTORS AND OFFICERS

The following information supplements the disclosure included in the AIF.

Mr. David Whittle was a director of Image Innovations Holdings, Inc. from March 2004 through August 2007. Image Innovations Holdings, Inc. and its subsidiaries filed a voluntary petition for reorganization under Chapter 11, Title 11 of the United States Code. Image Innovations Holdings, Inc.’s Joint Chapter 11 Liquidating Plan was confirmed by the Bankruptcy Court on August 21, 2007, and the Final Decree closing the Chapter 11 cases was entered August 28, 2008. Image Innovations Holdings, Inc. formerly traded on the OTCBB under the symbol IMGV.

Mr. Orin Baranowsky served as Chief Financial Officer of Stornoway Diamond Corporation from March 1, 2017 to May 24, 2019. On September 8, 2019, Stornoway Diamond Corporation announced that it and its subsidiaries applied in the Superior Court of Québec for protection under the Companies’ Creditors Arrangement Act in order to restructure its business and financial affairs. Stornoway Diamond Corporation and its subsidiaries obtained an initial order on September 9, 2019 and announced that it had obtained vesting order on October 7, 2019.

C-1

CERTIFICATE OF THE CORPORATION

May 6, 2021

This Prospectus, together with the documents incorporated by reference, 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 Alberta, British Columbia and Ontario.

“Jeremy Wyeth” Jeremy Wyeth Chief Executive Officer	“Orin Baranowsky”
	Orin Baranowsky Chief Financial Officer

On Behalf of the Board of Directors

“ Marc Henderson ” “ Bill Fisher ” Marc Henderson Bill Fisher Director Director

C-2

CERTIFICATE OF THE DEALERS

May 6, 2021

To the best of our knowledge, information and belief, this Prospectus, together with the documents incorporated by reference, 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 Alberta, British Columbia and Ontario.

HAYWOOD SECURITIES INC.

“Kevin Campbell”

Kevin Campbell Managing Director, Investment Banking

CORMARK SECURITIES INC. SPROTT CAPITAL PARTNERS LP

“Darren Wallace” “David Wargo” Darren Wallace David Wargo Managing Director, Investment Banking Managing Director, Head of Investment Banking

PI FINANCIAL CORP.

“Russell Mills” Russell Mills Managing Director, Investment Banking

IA PRIVATE WEALTH INC.

PARADIGM CAPITAL INC.

“David Beatty” “Andrew Partington” David Beatty Andrew Partington Managing Director, Investment Banking Partner, Investment Banking