Nobel Resources Corp. — Management Reports 2020

Mar 3, 2020

NOVO19 CAPITAL CORP.

(Formerly Parkside Resources Corporation)

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED

DECEMBER 31, 2019

Dated: February 28, 2020

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Novo19 Capital Corp. (formerly Parkside Resources Corporation) Management’s Discussion & Analysis Year Ended September 30, 2019 Discussion dated: February 28, 2020

Introduction

The following management’s discussion and analysis (“MD&A”) of the financial condition and results of the operations of Novo19 Capital Corp. (formerly Parkside Resources Corporation) (“Novo19 ” or the “Company”) constitutes management’s review of the factors that affected the Company’s financial and operating performance for the three months ended December 31, 2019 and 2018. This MD&A was written to comply with the requirements of National Instrument 51-102 – Continuous Disclosure Obligations. This discussion should be read in conjunction with the audited annual financial statements of the Company for the year ended September 30, 2019, together with the notes thereto. Results are reported in Canadian dollars, unless otherwise noted. The Company’s financial statements and the financial information contained in this MD&A are prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations of the IFRS Interpretations Committee (“IFRIC”).

For the purposes of preparing this MD&A, management, in conjunction with the Board of Directors, considers the materiality of information. Information is considered material if: (i) such information results in, or would reasonably be expected to result in, a significant change in the market price or value of Novo19 common shares; (ii) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision; or (iii) it would significantly alter the total mix of information available to investors. Management, in conjunction with the Board of Directors, evaluates materiality with reference to all relevant circumstances, including potential market sensitivity.

The December 31, 2019 interim condensed financial statements and management discussion & analysis were approved by the Audit Committee and Board of Directors on February 28, 2020.

Further information about the Company and its operations can be obtained from the offices of the Company or from www.sedar.com .

Description of Business

General

The Company was incorporated on November 21, 2005 by Certificate of Incorporation and Notice of Articles pursuant to the provisions of the Business Corporations Act of the Province of British Columbia.

The registered and records office of the Company is located at 77 King Street West, TD Tower, Suite 700, Toronto, Ontario, M5K 1G8.

The Company has no subsidiaries or affiliates.

In the year ahead management will continue its search for an attractive acquisition target or merger in order to fulfill the goal of re-listing the company's shares on an appropriate exchange. While all sectors or industries are under consideration management has been looking at opportunities in the areas of e-sports, healthcare, technology and mining.

History

In March 2011 the Company entered into an option agreement to acquire a 60% interest in the Forester Lake Gold Property from Benton Resources Corp. (“BTC”) based on making the following:

a) cash payments to BTC totaling $50,000:

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Novo19 Capital Corp. (formerly Parkside Resources Corporation) Management’s Discussion & Analysis Year Ended September 30, 2019 Discussion dated: February 28, 2020

i) $15,000 on closing of the option agreement (paid March 2011); ii) $15,000 on the first anniversary of the option agreement (paid March 2012), and; iii) $20,000 on the second anniversary of the option agreement (paid June 2013).

b) expending a minimum of $300,000 in exploration expenditures on the property over three (3) years, with a minimum of $100,000 in each twelve (12) month period following the option agreement.

c) issuing a total of 1,000,000 common shares to BTC (issued in April 2011).

On June 20, 2013 the Company provided notice to BTC that it has fulfilled its obligations regarding the Forester Lake Gold Property and exercised the initial option to acquire an initial 60% interest in the property under the option and joint venture agreement dated March 7, 2011.

The Forester Lake Gold Property is located approximately 100km north of Pickle Lake, Ontario and roughly 35km southeast of Goldcorp’s Musselwhite Gold Mine. It is positioned at the southeast extent of the North Caribou Greenstone Belt. According to BTC’s website, this ground was acquired due to its location and geophysical similarities to the Musselwhite Gold mine. In addition, historic drilling intersected gold mineralization grading up to 16.2 g/t over 0.5m, 12.3 g/t over 1.5m and 13 g/t over 0.9m. In 2013 the Company completed a nine hole 1,200 metre drill program. All nine holes intersected anomalous gold mineralization with the most significant intervals being 4.49 grams per tonne (gpt) of Au (gpt Au) over 5.07 metres, including 7.67 gpt Au over 2.85 metres, and 24.93 gpt Au over 0.60 metres in Hole #8 (FOR-13-8) in “Area 1” of the drill program. The results received for this drill program on the Forester Lake Gold Property revealed the highest grade interval being 24.93 gpt Au over 0.60 metres and the widest interval being 5.07 metres grading 4.49 gpt Au. The value of the Property was subsequently written down to its nominal carrying value of $1, a decision made by management at the time based on the requirement for additional capital to advance the property, and the Company`s inability at that time to raise any such capital.

Overall Performance

Corporate Events undertaken during the fiscal quarter ended December 31, 2019

During the period the Company completed the audited financial statements for the fiscal year ended September 30, 2019.

Corporate Events undertaken during the fiscal quarter ended December 31, 2018

During the period the Company completed the audited financial statements for the fiscal years ended September 30, 2015, 2016, 2017 and 2018. In addition the corporate tax returns for these years were completed and filed.

OVERALL PERFORMANCE

During the three month period ended December 31, 2019 the Company incurred a loss of $5,524 (2018 - $3,500) and loss per share of $0.00 (2018 - $0.00)

The Company did not earn any revenue during the period.

Total assets as of December 31, 2019 is $13,953 compared to $3,687 as at December 31, 2018. This increase is mostly due to increase in HST refunds receivable $11,146 (2018 - $3,686) and cash $2,806 (2018 - $nil).

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Novo19 Capital Corp. (formerly Parkside Resources Corporation) Management’s Discussion & Analysis Year Ended September 30, 2019 Discussion dated: February 28, 2020

Liabilities totaled $70,155 down from $465,258 from December 31, 2018. This decrease was mostly due to the issuance of 86,160,600 common shares at price of $0.005 per share for debt settlement totaling $430,803 consisting of $15,255 in promissory notes and $415,548 in accounts payable in March 2019.

Shareholders’ deficiency as of December 31, 2019 was $56,202 down from $461,571. This decrease is again mostly attributable to the share issuance for debt settlement mentioned above.

Cash flow used by operating activities during the three month period ended December 31, 2019 was $3,437 (2018 – $nil).

Summary of Quarterly Results: (Canadian $)

(Canadian $)
For the quarter ended	Dec 31, 2019	Sept. 30, 2019	June.3 0, 2019	Mar.31, 2019	Dec.31 , 2018	Sept. 30, 2018	June 30, 2018	Mar. 31, 2018
Revenue	$ -	$ -	$ -	$ -	$ -	$ -	$ -	$ -
Net income (loss) and comprehensi ve income (loss)	(6,024)	(13,309)	(61,070)	(5,031)	(3,500)	116,869	(1,500)	(1,500)
Net income (loss) per share – basic and diluted	(0.00)	(0.001)	(0.001)	(0.00)	(0.00)	0.004	(0.00)	(0.00)
Total Assets	13,953	17,001	18,189	39,387	3,687	3,687	1	1

Note: The Company did not file quarterly financial statements for the year ended 2018 as it was inactive.

Discussion of Operations

Results of Operations for the Three Months Ended Deceember 31, 2019 Compared to the Three Months Ended December 31, 2018.

Net Loss

The Company had net loss of $6,024 for the quarter ended December 31, 2019 (2018: Loss of $3,500). The significant expense amounts were: Office and General expenses of $250 (2018: $1,500); Professional Fees of $ 2,975 (2018: $2,000), and Shareholder services of $2,799 (2018: $nil).

The Company did not earn any revenues during the year.

Liquidity and Capital Resources

The activities of the Company, principally the acquisition and exploration of properties prospective for minerals, are financed through the completion of equity transactions such as equity offerings and the exercise of stock options and warrants. There is no assurance that future equity capital will be available to

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Novo19 Capital Corp. (formerly Parkside Resources Corporation) Management’s Discussion & Analysis Year Ended September 30, 2019 Discussion dated: February 28, 2020

the Company in the amounts or at the times desired by the Company or on terms that are acceptable to it, if at all. See “Risk Factors” below.

The Company has no operating revenues and therefore must utilize its current cash reserves, funds obtained from the exercise of warrants and stock options and other financing transactions to maintain its capacity to meet ongoing operating activities. As of December 31, 2019, the Company had 12,905,335 post consolidation common shares issued and outstanding, no warrants or stock options outstanding. During the previous fiscal year ended September 30, 2019 the Company had a stock consolidation on the basis on 1 post-consolidation common share for every 10 pre-consolidation common shares outstanding.

At December 31, 2019, the Company had cash of $2,806 (2018 - $nil), and HST receivable of $11,146 (2018: $3,686). Amounts payable and other liabilities decreased to $70,155 at December 31, 2019, compared to $465,258 at December 31, 2018. The Company’s cash as of December 31, 2019, is not sufficient to pay these liabilities.

Total assets as of December 31, 2019 were $13,953, up from $3,687 as of December 31, 2018, reflecting an increase in the amount of cash and HST receivable.

Liabilities as of December 31, 2019 were $70,155 down from $465,258 from December 31, 2018, reflecting settlement of debt through issuance of common shares in the previous fiscal year ended September 30, 2019.

Shareholders’ deficiency as of December 31, 2019 was $56,202, down from $461,571 from December 31, 2018 representing the issuance of shares for debt.

Cash flow used in operating activities during the period ended December 31, 2019 was $3,437 (2018-$nil) Cash flow used in investing activities was $Nil (2018: -$Nil). Cash flow from financing activities was $nil (2018: $nil).

The Company’s liquidity risk from financial instruments is minimal as excess cash is held in current bank accounts.

The Company has no source of revenue and does not have sufficient cash resources to meet its administrative overhead or maintain its mineral investments. In order to meet future expenditures and cover administrative and exploration costs beyond that point, the Company will need to raise additional financing. There can be no assurance that adequate funding will be available in the future, or under terms favourable to the Company. See “Risk Factors” below.

Mineral Exploration Properties

The Company’s exploration activities are at an early stage, and it has not yet been determined whether its properties contain an economic mineral reserve. There are no known deposits of minerals on the Company’s mineral exploration property and any activities of the Company thereon will constitute exploratory searches for minerals. See “Risk Factors” below.

Forester Lake Gold Property

All exploration activities on the Forester Lake gold property have been postponed due to adverse market conditions and the financial position of the Company. Future exploration activity will be dependent upon successfully raising exploration and working capital on an ongoing basis.

Environmental Liabilities

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Novo19 Capital Corp. (formerly Parkside Resources Corporation) Management’s Discussion & Analysis Year Ended September 30, 2019 Discussion dated: February 28, 2020

The Company is not aware of any environmental liabilities or obligations associated with its mining interests. The Company is conducting its operations in a manner that is consistent with governing environmental legislation in all material respects.

Off-Balance-Sheet Arrangements

As of the date of this filing, the Company does not have any off-balance-sheet arrangements that have, or are reasonably likely to have, a current or future effect on the financial performance or financial condition of the Company, including, and without limitation, such considerations as liquidity and capital resources.

Proposed Transactions

The Company has no proposed transactions of a material nature being considered by the Company.

Disclosure of Internal Controls

Management has established processes to provide them with sufficient knowledge to support representations that they have exercised reasonable diligence to ensure that (i) the audited financial statements do not contain any untrue statement of material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it is made, as of the date of and for the periods presented by the audited financial statements; and (ii) the audited financial statements fairly present in all material respects the financial condition, financial performance and cash flows of the Company, as of the date of and for the periods presented.

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (“NI 52-109”), the Venture Issuer Basic Certificate filed by the Company does not include representations relating to the establishment and maintenance of disclosure controls and procedures (“DC&P”) and internal control over financial reporting (“ICFR”), as defined in NI 52-109. In particular, the certifying officers filing such certificate are not making any representations relating to the establishment and maintenance of:

i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s generally accepted accounting principles (IFRS).

The Company’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in such certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

Management of Capital

The Company manages its capital with the following objectives:

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Novo19 Capital Corp. (formerly Parkside Resources Corporation) Management’s Discussion & Analysis Year Ended September 30, 2019 Discussion dated: February 28, 2020

• to ensure sufficient financial flexibility to achieve the ongoing business objectives including funding of future growth opportunities, and pursuit of accretive acquisitions; and

• to maximize shareholder return.

The Company monitors its capital structure and makes adjustments according to market conditions in an effort to meet its objectives given the current outlook of the business and industry in general. The Company may manage its capital structure by issuing new shares, repurchasing outstanding shares, adjusting capital spending, or disposing of assets. The capital structure is reviewed by management and the Board of Directors on an ongoing basis.

The Company considers its capital to be equity, comprising share capital, warrants, other reserves and deficit, which at December 31, 2019, totaled ($56,202) (December 31, 2018 – ($461,571)).

The Company manages capital through its financial and operational forecasting processes. The Company reviews its working capital and forecasts its future cash flows based on operating expenditures, and other investing and financing activities. The forecast is updated based on activities related to its mineral properties. Selected information is provided to the Board of Directors. The Company’s capital management objectives, policies and processes have remained unchanged during the period ended December 31, 2019. The Company is not subject to any external capital requirements.

New accounting policy adopted

IFRS 9, Financial Instruments (“IFRS 9”): IFRS 9 was issued by the IASB in October 2010 and will replace IAS 39, Financial Instruments: Recognition and Measurement (“IAS 39”). IFRS 9 uses a single approach to determine whether a financial asset is measured at amortized cost or fair value, replacing the multiple rules in IAS 39. The approach in IFRS 9 is based on how an entity manages its financial instruments in the context of its business model and the contractual cash flow characteristics of the financial assets. Most of the requirements in IAS 39 for classification and measurement of financial liabilities were carried forward unchanged to IFRS 9. The new standard also requires a single impairment method to be used, replacing the multiple impairment methods in IAS 39. IFRS 9 is effective for annual periods beginning on or after January 1, 2018. Earlier adoption is permitted. The Company has adopted IFRS 9 effective for the fiscal year ended September 30, 2019 and has determined that other than terminology changes there was no impact on the Company with the adoption of IFRS 9.

IFRS 16 - Leases (IFRS 16), Leases was issued by the IASB in January 2016 and is effective for accounting periods beginning on or after 1 January 2019. The new standard will replace IAS 17 ‘Leases’ and will eliminate the classification of leases as either operating leases or finance leases and, instead, introduce a single lessee accounting model. The Standard provides a single lessee accounting model, specifying how leases are recognized, measured, presented and disclosed. The Company has adopted IFRS 16 effective for the current fiscal year ended September 30, 2020 and has determined that there are no impact financially or operationally on the Company with the adoption of IFRS 16 as the Company currently has no leases.

Recent accounting Pronouncements

There are currently no new standards that are expected to have a material impact on the Company in the current period and fiscal year.

Financial Instruments

Fair Value of Financial Instruments

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Novo19 Capital Corp. (formerly Parkside Resources Corporation) Management’s Discussion & Analysis Year Ended September 30, 2019 Discussion dated: February 28, 2020

The Company is required to disclose information about the fair value of its financial assets and liabilities. Fair value estimates are made at the financial position reporting dates, based on relevant market information and information about the financial instrument. These estimates are subjective in nature and involve uncertainties in significant matters of judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect these estimates.

The Company’s financial instruments recognized in the audited statement of financial position consist of cash, short-term investment and current liabilities. The fair value of these financial instruments approximate their carrying value due to the short maturity or current market rate associated with these instruments.

Risk and Uncertainty

The Board of Directors has overall responsibility for the establishment and oversight of the Company's risk management framework. The Board has implemented and monitors compliance with risk management policies. The Company's risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to market conditions in relation to the Company's activities.

Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency, or credit risks arising from the financial instruments.

The Company’s financial instruments are exposed to certain financial risks, including currency, credit, liquidity risk and interest rate risk.

Currency Risk

The Company is exposed to currency risk on financial instruments denominated in United States (“US”) currency. Management actively monitors movements in foreign currency to mitigate exposure to significant foreign currency losses.

Credit Risk

Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. All of the Company’s cash and short-term investment is held through a large Canadian financial institution with a high investment grade rating.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. As at September 30, 2019, the Company’s cash balance is $6,243, which is not sufficient to meet current obligations. The Company continues to seek capital to fund working capital and its exploration and development projects. There is no assurance that additional funding will be available. Liquidity risk is therefore considered high.

Interest Rate Risk

The Company has no short-term investment balances and no interest-bearing debt at September 30, 2019. Cash and short-term investment are subject to floating interest rates. As such, the Company does not have significant interest rate risk.

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Novo19 Capital Corp. (formerly Parkside Resources Corporation) Management’s Discussion & Analysis Year Ended September 30, 2019 Discussion dated: February 28, 2020

Outlook

The Company routinely evaluates various business development opportunities which could entail acquisitions and / or divestitures.

The Company continues to monitor its spending and will amend its plans and budgets based on exploration results and expectations of being able to obtain additional funds as and when required.

Transactions with Related Parties

The Company had the following related party transactions during the period:

• (i) During the quarter ended December 31, 2019 management fees of $nil (2018 - $nil) were paid.

• During the year ended December 31, 2019, $nil (2018 - $nil) was paid to Richard Goldman, former President, former Chief Financial Officer and former director, for services rendered, pursuant to a management agreement. Share-based payments of $nil (2018 - $nil) were expensed during the year. Included in due to related parties is $nil (2018 - $nil) due to Directors and Officers of the Company.

(ii) To the knowledge of the directors and officers of the Company as of December 31, 2019 2,915,960 post-consolidation common shares or 22.59% of the outstanding shares of the Company are held by Matthew Goldman (a director of the Company) and 2,217,680 post-consolidation common shares or 17.18% of the outstanding shares are held by Stillbridge Ventures Inc., a company owned 100% by David Mitchell, Chief Executive Officer and director of the Company. Another 553,700 post-consolidation shares are owned by David Mitchell and related party for an additional 4.29% of the outstanding shares. The remaining 55.94% of the shares are widely held. These holdings can change at any time at the discretion of the owners.

The above transactions were in the normal course of operations and were measured at the exchange amount, which are the amounts agreed to by the related parties, and approved by the Board of Directors in strict adherence to conflict of interest laws and regulations.

Share Capital

As of December 31, 2019 the Company had issued and outstanding:12,905,335 (2018 – 3,089,273) postconsolidation common shares, nil (2018 – 200,000) share purchase warrants, and nil (2018 – 300,000) stock options.

As of February 28, 2020, the date of this MD&A, the Company had issued and outstanding: 12,905,335 postconsolidation common shares, Nil share purchase warrants, and Nil stock options.

Warrants

The following table reflects the continuity of warrants for the period ended December 31, 2019 and 2018:

Number of Weighted average

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Novo19 Capital Corp. (formerly Parkside Resources Corporation) Management’s Discussion & Analysis Year Ended September 30, 2019 Discussion dated: February 28, 2020

	warrants	exerciseprice($)
Balance, September 30, 2018	846,190	0.09
Expired	(646,190)	0.11
Balance, December 31, 2018	200,000	0.11
Expired	(200,000)	0.11
Balance, September 30, 2019	-	-
Expired		-
Balance, December 31, 2019	-	-

Warrants outstanding for the Company as at the date of this MD&A were as follows:

		Number of
	Exercise	warrants
Expiry date	price($)	outstanding
N/A	N/A	None

Options

As of December 31, 2019, the Company had an aggregate of Nil (2018 – 300,000) stock options issued. The exercise price for the options is $0.05.

The following table reflects the actual stock options issued and outstanding as of December 31, 2018:

		Weighted average		Number of
		remaining	Number of	options	Number of
	Exercise	contractual	options	vested	options
Expiry date	price($)	life(years)	outstanding	**(exercisable) **	unvested
N/A	N/A	N/A	Nil	Nil	Nil

The weighted average fair value of all the options granted during the year ended September 30, 2019 is $Nil (2018 - $Nil).

Risk Factors

An investment in the securities of the Company is highly speculative and involves numerous and significant risks. Only investors whose financial resources are sufficient to enable them to assume such risks and who have no need for immediate liquidity in their investment should undertake such investment. Prospective investors should carefully consider the risk factors that have affected, and which in the future are reasonably expected to affect, the Company and its financial position. Please refer to the section entitled "Risk Factors" in the Company's MD&A for the fiscal year ended September 30, 2019, available on SEDAR at www.sedar.com . There have been no significant changes to such risk factors since the date thereof.

Caution Regarding Forward-looking Statements

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Novo19 Capital Corp. (formerly Parkside Resources Corporation) Management’s Discussion & Analysis Year Ended September 30, 2019 Discussion dated: February 28, 2020

This MD&A contains certain forward-looking information and forward-looking statements, as defined in applicable securities laws (collectively referred to herein as “forward-looking statements”). These statements relate to future events or the Company’s future performance. All statements other than statements of historical fact are forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “continues”, “forecasts”, “projects”, “predicts”, “intends”, “anticipates” or “believes”, or variations of, or the negatives of, such words and phrases, or statements that certain actions, events or results “may”, “could”, “would”, “should”, “might” or “will” be taken, occur or be achieved. Forwardlooking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in such forward-looking statements. The forward-looking statements in this MD&A speak only as of the date of this MD&A or as of the date specified in such statement. The following table outlines certain significant forward-looking statements contained in this MD&A and provides the material assumptions used to develop such forward-looking statements and material risk factors that could cause actual results to differ materially from the forward-looking statements.

Inherent in forward-looking statements are risks, uncertainties and other factors beyond the Company’s ability to predict or control. Please also make reference to those risk factors referenced in the “Risk Factors” section below. Readers are cautioned that the above chart does not contain an exhaustive list of the factors or assumptions that may affect the forward-looking statements, and that the assumptions underlying such statements may prove to be incorrect. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this MD&A.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance or achievements to be materially different from any of its future results, performance or achievements expressed or implied by forward-looking statements. All forward-looking statements herein are qualified by this cautionary statement. Accordingly, readers should not place undue reliance on forward-looking statements. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements whether as a result of new information or future events or otherwise, except as may be required by law. If the Company does update one or more forwardlooking statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements, unless required by law.

Additional Information

Additional information about the Company is available on SEDAR at www.sedar.com.

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