North Valley Resources Ltd. - Capital/Financing Update 2021

The securities offered hereunder will be issued under exemptions from the prospectus requirements of the applicable securities laws of each of British Columbia, Alberta, Ontario, Nova Scotia and New Brunswick, and the rules, regulations and policies thereunder and will be subject to certain resale restrictions. Persons who will be acquiring securities pursuant to this Offering Memorandum will not have the benefit of the review of the material by the securities commissions or similar authorities in Canada.

These securities 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. These securities may not be offered or sold in the United States except pursuant to exemptions from registration under the U.S. Securities Act and all applicable states’ securities laws. The term “United States” means the United States of America, its territories and possessions, any State of the United States, and the District of Columbia.

Form 45-106F2

UPDATED

Offering Memorandum for Non-Qualifying Issuers

THE ISSUER


Name:	North Valley Resources Ltd.(“NVR” or the “Issuer”)
Head Office:	Address: 255 Battle Street West, Kamloops, BC V2C 1G8
Phone: 778-239-3826	Email: [email protected]
			Fax: 250-372-8396
Currently listed or quoted?	These securities do not trade on any exchange or market.
Reporting issuer? No		SEDAR filer? Yes

THE OFFERING


Securities offered:	Up to 3,500,000 Common Shares, to residents of British Columbia, Alberta, Ontario, Nova Scotia and New Brunswick
Price per security:	$0.10
Minimum/maximum offering:	There is no minimum. Maximum offering is $350,000. You may be the only purchaser. Funds available under the offering may not be sufficient to accomplish our proposed objectives.
Minimum Subscription	$100 minimum
Payment terms:	Wire transfer (see Bank Payment Instructions below), certified cheque or bank draft payable to and delivered to “North Valley Resources Ltd.” with a signed subscription agreement and risk acknowledgement form.
Proposed closing date(s):	On or before April 30, 2021

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Selling agent? Yes. See Item 7 “ Compensation Paid to Sellers and Finders ”

Resale Restrictions

You will be restricted from selling your securities for an indefinite period. See Item 10 “ Resale Restrictions ”.

Purchaser’s Rights

You have 2 business days to cancel your agreement to purchase these securities. If there is a misrepresentation in this offering memorandum, you have the right to sue either for damages or to cancel the agreement. See Item 11 “ Purchasers’ Rights ”.

No securities regulatory authority or regulator has assessed the merits of these securities or reviewed this Offering Memorandum. Any representation to the contrary is an offence. This is a risky investment. See Item 8 “ Risk Factors ”.

BANK PAYMENT INSTRUCTIONS

Beneficiary:	North Valley Resources Ltd.
Bank Name:	TD Canada Trust
Bank Address:	102-301 Victoria Street, Kamloops, BC CANADA V2C 2A3
Beneficiary Account Number:	5251043
Bank ID:	004
Swift Code:	TDOMCATTTOR
ABA Routing Number for Bank of America	Bank of America – 26009593
Email for E- Transfer	[email protected]

NOTE: PLEASE SEND BANK CONFIRMATION OF ANY WIRES SENT TO [email protected]

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GLOSSARY................................................................................................................................................. 1
FORWARD LOOKING STATEMENTS ................................................................................................. 3
MARKETING MATERIALS .................................................................................................................... 4
INTERPRETATION .................................................................................................................................. 4
CURRENCY ................................................................................................................................................ 4
ITEM 1: USE OF AVAILABLE FUNDS ................................................................................................. 4
1.1 Funds ............................................................................................................................................. 4
1.2 Use of Available Funds ................................................................................................................. 5
1.3 Reallocation .................................................................................................................................. 6
ITEM 2: BUSINESS OF NORTH VALLEY RESOURCES LTD. ........................................................ 6
2.1 Structure ........................................................................................................................................ 6
2.2 Our Business ................................................................................................................................. 6
2.3 Description of Mineral Property ................................................................................................... 6
2.4 Development Of Business ........................................................................................................... 36
2.5 Long Term Objectives ................................................................................................................ 37
2.6 Short Term Objectives and how we Intend to Achieve them ..................................................... 38
2.7 Insufficient Funds ....................................................................................................................... 38
2.8 Material Agreements ................................................................................................................... 38
ITEM 3: INTERESTS OF DIRECTORS, MANAGEMENT, PROMOTERS AND PRINCIPAL
HOLDERS ................................................................................................................................................. 39
3.1 Compensation and Securities Held ............................................................................................. 39
3.2 Management Experience ............................................................................................................. 41
3.3 Penalties, Sanctions And Bankruptcy ......................................................................................... 42
3.4 Loans ........................................................................................................................................... 43
ITEM 4: CAPITAL STRUCTURE ......................................................................................................... 43
4.1 Share Capital ............................................................................................................................... 43
4.2 Long Term Debt Securities ......................................................................................................... 44
4.3 Prior Sales ................................................................................................................................... 44
ITEM 5: SECURITIES OFFERED ........................................................................................................ 45
5.1 Terms of Securities ..................................................................................................................... 45
5.2 Subscription Procedure ............................................................................................................... 45
ITEM 6: INCOME TAX CONSEQUENCES AND RRSP ELIGIBILITY ........................................ 45
ITEM 7: COMPENSATION PAID TO SELLERS AND FINDERS ................................................... 46
ITEM 8: RISK FACTORS ....................................................................................................................... 46
8.1 Investment Risks ......................................................................................................................... 46
8.2 Issuer Risks ................................................................................................................................. 47
8.3 Industry Risks ............................................................................................................................. 49
ITEM 9: REPORTING OBLIGATIONS ............................................................................................... 51
ITEM 10: RESALE RESTRICTIONS ................................................................................................... 52
10.1 General statement ........................................................................................................................ 52
10.2 Restricted Period ......................................................................................................................... 52
ITEM 11: PURCHASER’S RIGHTS ...................................................................................................... 52
ITEM 12: FINANCIAL STATEMENTS ................................................................................................ 59
ITEM 13: DATE AND CERTIFICATE ................................................................................................. 76

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GLOSSARY

The following terms appear throughout this Offering Memorandum. Care should be taken to read each term in the context of the particular provision of this Offering Memorandum in which such term is used.


“Affiliate” or “Affiliates”	has the same meaning as in the_Securities Act_(British Columbia).
“Audit Committee”	means the audit committee of North Valley Resources Ltd.
“Author”	means Linda Caron, P.Eng., author of the Report.
“CAD”	means Canadian dollar.
“CEO”	means chief executive officer.
“CFO”	means chief financial officer.
“Claims”	means the contiguous seven (7) mineral claims with mineral tenure numbers 1038694, 1042882, 1062610, 1076834, 1076930, 1077106 and 1038694 that are the subject of the Property Option Agreement. The claims that comprise the Property cover an area of 308 hectares centered at 50o37’ 37”N latitude and 120o7’ 8”W longitude on NTS map sheet 92I/09 and on TRIM map 092I.070 and are located 15 kilometres east of Kamloops in south-central British Columbia within the Kamloops Mining Division.
“Closing”	means a closing of the sale of Common Shares as we may determine from time to time.
“Common Share” or “Common Shares	means a common share in the capital of North Valley Resources Ltd.
“Date of Closing”	means in respect of any Common Shares, the date upon which the subscriptions for such Common Shares are accepted by us.
“Finder’s Warrants”	means the warrants issued to qualified finders for those Subscribers introduced by the finder as described in Item 7 below
“Fiscal Year”	means each consecutive period of 12 months ending on September 30.
“GPS”	means Global Positioning System.
“IFRS”	means International Financial Reporting Standards as issued by the International Accounting Standards Board.
“NI 43-101”	means National Instrument 43-101 –Standards of Disclosure for Mineral Projects.
“NSR Royalty”	means a net smelter royalty payable by the Issuer to Ken Ellerbeck equal to two percent (2%) of the proceeds from production for all minerals derived from the Property payable pursuant to the Property Option Agreement.

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“Offering”	means this offering of up to 3,500,000 Common Shares.
“Offering Memorandum”	means this offering memorandum.
“Offering Price”	means $0.10 per Common Share.
“Option”	means the option to acquire a 100% interest in the Property held by the Issuer pursuant to the Property Option Agreement, subject to the NSR Royalty.
“Person”	means an individual, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, trustee, executor, administrator, or other legal representative.
“Property”	the 7-claim 308-hectare Barnum property that comprises the Claims and that is the subject of the Property Option Agreement.
“Property Option Agreement”	the agreement between the Issuer and Ken Ellerbeck dated June 15, 2020, granting the Issuer an option to acquire a 100% interest in the Property, subject to the NSR Royalty.
“Property Owner” or “Owner”	means the owner of the Property, namely Ken Ellerbeck.
“Qualified Person” or “QP”	means Linda Caron, P.Eng.
“Report” or “Technical Report”	means the NI 43-101 compliant technical report entitled “National Instrument 43-101 Technical Report on the Barnum Property, Kamloops Mining Division, South-Central British Columbia, Canada” dated February 6, 2021 and prepared by Linda Caron, P.Eng, the Qualified Person.
“Risk Acknowledgment Form”	means the risk acknowledgment form attached to the Subscription Agreement.
“Shareholder” or “Shareholders”	means those investors whose subscriptions to purchase Common Shares are accepted by the Issuer and thereafter at any particular time the persons entered in the Issuer’s shareholder register as holders of Common Shares and the singular form means one such person
“Securities Commission”	Means, collectively, the securities regulatory authorities in each of British Columbia, Alberta, Ontario, Nova Scotia and New Brunswick in which the Offering will be conducted.
“Subscriber”	means a subscriber for the Common Shares under the Offering.
“Subscription Agreement”	means the subscription agreement attached hereto, pursuant to which a subscriber subscribes for Common Shares under the Offering.
“Subscription Price”	means $0.10 per Common Share.
“U.S.”	means the United States of America.

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“USD”	means United States dollar.
“we”, “our”, “us”, “NVR”, or “the Issuer”	means North Valley Resources Ltd.

GLOSSARY OF GEOLOGICAL TERMS

The following is a glossary of technical abbreviations used in this Offering Memorandum:

ppb part per billion

ppm part per million

tpd tonnes per day ha hectares

g gram

NOW Notice of Work

g/t grams per tonne

MYAB Multi-year Area-based permit

opt (troy) ounces per short ton

FN First Nations

oz/t (troy) ounces per short ton

QA/QC Quality Assurance/Quality Control

Moz million ounces

DGPS differential corrected GPS

Mt million tonnes

IP Induced Potential

t metric tonne (1000 kilograms) st short ton (2000 pounds)

NSR Net Smelter Royalty ddh diamond drill hole
Cu copper

Au gold

FORWARD LOOKING STATEMENTS

This Offering Memorandum includes forward-looking information with respect to the Issuer. In particular, the information contained in the sections called “Use of Available Funds,” “Long Term Objectives” and “Short Term Objectives and how we Intend to Achieve Them” may constitute “forward-looking information” for the purpose of securities legislation, as it contains statements of our intended course of conduct and our future operations. These statements are based on assumptions made by management about the success of the plan for our business in certain market conditions. Investors are cautioned that the assumptions made and the success of our business is subject to a number of mitigating factors. Economic, legal and market conditions may change, which may materially impact the success of our intended strategies as well as our actual course of conduct. Investors are urged to read Item 8 “Risk Factors” for a discussion of other factors that will impact NVR.

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

completion and results of exploration work programs on the Property;
capital and general expenditures;
expectations regarding our ability to raise capital; and

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treatment under governmental regulatory regimes.

Assumptions underlying the expected nature and cost of the exploration program on the Property are as set forth in the Report. Forward-looking statements pertaining to our need for and ability to raise capital in the future are based on the projected costs of operating a junior mineral exploration company, and management’s experience with raising funds in current market circumstances. Forward-looking statements regarding treatment by governmental authorities, assumes no material change in regulations, policies, or the application of the same by such authorities.

Actual results could differ materially from those anticipated in these forward-looking statements as a result of the risk factors set forth below and elsewhere in this Offering Memorandum:

risks inherent in our operations;
uncertainties associated with mineral exploration;
weather and working conditions;
competition for, among other things, capital, equipment and skilled personnel; and
the other factors discussed under Item 8 “ Risk Factors ”.

This list of factors should not be construed as exhaustive.

MARKETING MATERIALS

“OM marketing materials” (as such term is defined in National Instrument 45-106 – Prospectus Exemptions of the Canadian Securities Administrators) are incorporated into this Offering Memorandum by reference. OM marketing materials shall be filed and available on the Issuer’s SEDAR profile, at www.sedar.com, during any effective period of this Offering Memorandum. At this point in time, there are no marketing materials being distributed to potential investors.

INTERPRETATION

Words importing the singular number include the plural and vice versa, and words importing the masculine, feminine or neuter gender include the other genders.

CURRENCY

All dollar amounts referenced in this Offering Memorandum are expressed in Canadian dollars, unless otherwise indicated.

ITEM 1: USE OF AVAILABLE FUNDS

1.1 FUNDS

The following table discloses the funds available as a result of this Offering:


		Assuming min. offering ($0)	Assuming estimated max. offering
A.	Amount to be raised by this Offering	N/A	$350,000

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B.	Selling commissions and fees	N/A	$24,500
C.	Estimated offering costs (e.g., legal, accounting, audit.)	N/A	$6,500
D.	Available funds: D = A - (B+C)	N/A	$319,000
E.	Additional sources of funding required(1)	N/A	$87,202
F.	Working capital deficiency	N/A	N/A
G.	Total: G = (D+E)–F	N/A	$406,202

Notes:

(1) This is the approximate amount of funds the Issuer has in cash prior to completion of this Offering. The Issuer has completed an initial private placement and may continue to complete additional private placements during and following the completion of this Offering. Item 4.3 “ Prior Sales ”.

1.2 USE OF AVAILABLE FUNDS

The following table provides a detailed breakdown of how the Issuer intends to use the available funds from this Offering:


Description of intended use of available funds listed in order of priority	Assuming min. offering ($0)	Assuming max. offering ($350,000)
Exploration program on the Property, as recommended in the Report(1)	N/A	$105,000
General and Administrative Expenses(2)(12 months)	N/A	$113,000(3)
Working Capital	N/A	$188,202
Total: Equal to G in the Funds table	N/A	$406,202

Notes:

(1) As recommended in the Report, we first intend to complete geological mapping and sampling activities at a cost of approximately $40,000, complete soil geochemistry analysis on samples obtained at a cost of $30,000, obtain permits and complete a magnetic survey at a cost of $15,000, for a total Phase 1 cost of approximately $105,000 including a 10% contingency of $10,000.
(2) Our projected General and Administrative expenses for the 12 months after the Closing Date are for the maximum Offering:

Management Fees Regulatory Fees Transfer Agent Legal and Accounting Miscellaneous Total	$66,000 per year $16,000 per year $6,000 per year $20,000 per year $5,000 per year
	$113,000 per year

(3) The $66,000 that comprises the “Management Fees” in Note 2 is in respect of the management fees that the Issuer expects Lacombe Ventures Ltd. to perform for the Issuer in the 12 months after the Closing Date in respect of

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certain management and consulting support services pursuant to a management and consulting agreement dated January 4, 2021. For more information regarding the management and consulting agreement, see Item 2.8(4) “Material Agreements” . Each of Quinn Ellerbeck and Ken Ellerbeck own and control 50% of the voting shares of Lacombe Ventures Ltd.

We may use some of our unallocated working capital for additional work on the Property, including Phase 2 of the recommended work program, subject to the results of Phase 1 of the recommended exploration program in the Report.

Subject to the results of the recommended exploration program in the Report and any additional work completed, we may make cash payments of approximately $610,020 and complete minimum expenditures of approximately $915,000 to exercise the Property Option Agreement to acquire a 100% interest in the Property.

Pending utilization of the available funds, we intend to invest the funds in short-term, interest-bearing obligations with a major Canadian financial institution. All of our operations will be funded by the proceeds from this Offering and sales of our securities. Our net available funds will be sufficient to fund our operations for 12 months.

1.3 REALLOCATION

We intend to spend the available funds as stated. We will reallocate funds only for sound business reasons.

ITEM 2: BUSINESS OF NORTH VALLEY RESOURCES LTD.

2.1 STRUCTURE

We are a company incorporated in British Columbia pursuant to the Business Corporations Act (British Columbia) on January 26, 2012.

2.2 OUR BUSINESS

We are a private mineral exploration company with an option to acquire a 100% interest in the Property. Our principal business purpose is to fund and explore the Property, with a view to acquiring the Property.

To date, equity financings have provided all of our funds.

The recovery of our investment in our mineral property will be dependent upon the discovery of economically recoverable mineral reserves and the ability to raise sufficient capital to finance these operations. The ultimate outcome of these operations cannot presently be determined because they are contingent on future matters.

If we choose to exercise the Option, we will have to make cash payments totaling $610,020, make expenditures totaling $915,000 on the Property and issue 900,000 Common Shares to the Owner. We intend to explore the Property, pursuant to the work program set out in the Report. In order to determine whether we will purchase the 100% interest in the Property, we will first complete the recommended work program set out in the Report.

2.3 DESCRIPTION OF MINERAL PROPERTY

TECHNICAL REPORT

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The following information regarding the Property has been summarized from a technical report (previously defined as the “Technical Report”) entitled “National Instrument 43-101 Technical Report on the Barnum Property, Kamloops Mining Division, South-Central British Columbia, Canada”, dated February 6, 2021 and prepared by Linda Caron, P.Eng, (previously defined as the “Qualified Person”, “QP” or “author”) and should be read in conjunction with this Offering Memorandum. Ms. Caron is an independent qualified person as defined by NI 43-101. The Technical Report has been prepared in accordance with NI 43-101 and is available for inspection at the head office of the Issuer during normal business hours during the period of distribution of the Common Shares. This summary contains references to indicate to the reader the materials that have been used to compile the Technical Report. The Technical Report contains a complete list of all references used in this summary.

Property Description and Location

1.1 Location

The Barnum Property is located in south-central British Columbia, approximately 15 km east of Kamloops, within the Kamloops Mining Division. There is good year-round road access to the property via the Barnhartvale and Campbell Creek roads, and seasonally by ranching and other subsidiary roads.

The project is centered at 50[o] 37’ 37”N latitude and 120[o] 7’ 8”W longitude on NTS map sheet 92I/09 and on TRIM map 092I.070. A general location map is included as Figure 1.

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Figure 1: Location Map

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1.2 Description
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The Barnum Property covers 308 hectares and is comprised of 7 mineral claims, as listed below in Table 1. Figure 2 shows the relationship between mineral claims and zones of known mineralization and infrastructure.

Table 1: Barnum Property Mineral Claims

Tenure Number	Claim Name	Title Type	Issue Date	Good To Date	Area(Ha)
1038694	BARNUM	Mineral	2015-09-20	2029-12-31	20.50
1042882	PT	Mineral	2016-03-16	2029-12-31	20.50
1062610	BARNUM	Mineral	2018-08-26	2029-12-31	41.01
1076834	BARN EAST	Mineral	2020-06-19	2029-12-31	102.51
1076930	BARN EE	Mineral	2020-06-24	2029-12-31	82.01
1077106	BARN WEST	Mineral	2020-07-07	2023-08-31	41.00
1038694	BARNUM	Mineral	2015-09-20	2029-12-31	20.50

Figure 2: Claim Map

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1.3 Option Agreement

The Claims composing the Property are registered to Ken Ellerbeck. The Issuer holds these claims pursuant to the Option Agreement, a non arms-length agreement with Mr. Ellerbeck. Mr. Ellerbeck is a director of NVR. Under the terms of the Option Agreement, NVR can acquire a 100% undivided interest in the claims in exchange for staged payments totalling $610,020 cash and 900,000 shares over a 4 year period. The payment schedule is included below as Table 2. The agreement is subject to exploration commitments of $915,000 over the 4 year period, and to a 2.5 km Area of Interest. It is also subject to a 2% Net Smelter Royalty (NSR) in favour of the vendor, of which NVR can purchase 1% NSR in exchange for payment of $1 million, leaving the Owner with a 1% NSR.

Table 2: Barnum Property Agreement Payment Schedule

Date	Shares	Cash Payments	Expenditures
On Signing		$10 (Paid)
ListingDate	100,000	$10
October 1, 2020			$85,000 (Completed)
1st Anniversaryof ListingDate	100,000	$10,000	$25,000
2nd Anniversaryof ListingDate	200,000	$50,000	$105,000

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3rd Anniversaryof ListingDate	200,000	$100,000	$300,000
4th Anniversaryof ListingDate	300,000	$450,000	$400,000
Total:	900,000	$610,020	$915,000

Claim Maintenance

Mineral claims within the province of British Columbia require assessment work (such as geological mapping, geochemical or geophysical surveys, or diamond drilling) be completed to maintain title to the ground. Annual work commitments are determined by a 4 tier structure, as follows:

$5.00 per hectare for claims in anniversary years 1 & 2

$10.00 per hectare for claims in anniversary years 3 & 4

$15.00 per hectare for claims in anniversary years 5 & 6

$20.00 per hectare for claims in subsequent anniversary years

Work in excess of the annual requirement may be credited towards future years. In lieu of assessment work, cash payments can be made to maintain title. To encourage exploration work, cash-in-lieu-of requirements have been set at twice the requirement for assessment work (i.e. $10 per hectare in years 1 and 2, etc.). Under filing regulations, Portable Assessment Credits (PAC) which have been accrued from work completed anywhere in the province, but are excess to assessment obligations at the time of filing, may be used to satisfy up to 30% of the annual expenditure requirement.

Five of the claims that comprise the Barnum Property have reached the maximum assessment requirement of $20/hectare, while the sixth claim currently has an assessment requirement of $10/hectare. Total work commitment to advance the expiry dates of all claims within the property by one year is currently $5,740. When all claims reach their maximum expenditure requirement, this will rise to a maximum annual amount of $6,150.

The 2020 work program on the property by NVR (described below) has been filed for assessment purposes and expiry dates listed in Table 1 reflect that assessment filing.

Permitting and Environmental Liabilities

Application has not yet been made for an exploration permit for the Barnum Property. This is included in Phase 1 of the recommended work program. Because of the sensitivity of the area, it is critical that meaningful engagement be initiated early in the permitting project, and that any exploration be carried out with attention to minimizing the concerns of local residents and stakeholders. Some concessions that the author has seen work with success on other projects with similar potential for conflict include reducing hours of drilling to minimize noise disturbance to nearby residents, and restricting industrial traffic during times when school busses are running on access roads. In the author’s opinion, there are no significant risks that would result in the Property being denied an exploration permit.

If exploration on the Property proves successful and a viable ore body is delineated, the mine should be carefully designed to minimize potential conflicts, even where design changes may result in higher capital or operating costs for the project. Underground mines with a small surface footprint are generally easier to permit than large open pit mines, particularly if ore can be transported off-site for processing at an existing off-site facility. In the author’s opinion, there are potential risks to the approval of future development on the Barnum Property, however these do not affect the merit of the property. With

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meaningful relationship-building beginning early in the exploration process, and with careful mine planning that anticipates concerns and addresses them up-front in the design process, permitting should be achievable.

Accessibility, Climate, Local Resources, Infrastructure, and Physiography

The Barnum Property has excellent infrastructure. It is located 3 km south of the Trans Canada highway (Highway 1) and of both the Canadian National and Canadian Pacific railways. A major BC Hydro transmission line follows the Trans Canada highway, 3 km north of the property, as does a major natural gas pipeline. Grid power is available on the western part of the property, and immediately to north of the property.

Road access is also very good, via the all-weather Barnhartvale and Campbell Creek roads. All services required for exploration are available in Kamloops, located 15 km to the west of the property. Kamloops, population 90,000, is a major mining supply centre. In addition to supplies, services and equipment, Kamloops has a skilled labour force, a major hospital and a full-service airport.

The Barnum Property is situated almost entirely within the Kamloops city limits and has a land use designation of rural and agricultural. As shown in Figure 3, the extreme western portion of the property is underlain by privately owned land and includes several residences, an equestrian facility, and fields under cultivation for hay. Under the Section 29 of the Mineral Tenure Act, notification must be served to private land owners before entry onto private property for mineral exploration purposes. Numerous rural residential properties, part of the rural community of Barnhartvale, are located in close proximity to the claims. Non-private portions of the property are used seasonally, as range land for cattle grazing. Surface features on and adjacent to the Barnum Property are shown on Figure 4.

A large rock quarry, the Hall Shale Quarry, is located in the western part of the property and is clearly visible on Figure 4. The quarry, which is owned and operated by Hall Excavating of Barnhartvale, is situated on crown land immediately adjacent to privately owned land to the west. Access to the quarry is via a legal easement through private property and then, after passing through the locked quarry gate, via a road across crown land. North Valley Resources has an agreement with the quarry owner to access the property by the quarry road and legal easement, and holds a key to the quarry gate.

The western part of the Barnum property covers the Campbell Creek valley and the surrounding flat valley bottom. Immediately to the east of this, the west-facing slope that hosts the MOT (Old Pit) and Quarry Zones is very steep, but in general the property covers moderate, generally rolling hills. Elevations range from a low of 550 m in the Campbell Creek valley, to a high of 695 m at the top of the prominent, steep hill in the northwest part of the property. Vegetation consists of open grassy meadows, with sparse pine and fir forest at higher elevations. Several small ponds are located within the Property limits. During the historic (1988) drill program at the MOT Zone, water was sourced from Campbell Creek and trucked to the drill.

Rock exposure on the property is limited, although overburden cover appears relatively thin. There are relatively few natural outcrops, and they are generally confined to topographic highs such as the hill that hosts the MOT occurrence in the northwest part of the property. There is excellent rock exposure in the excavations at the rock quarry, in the western part of the property.

The climate is typical of the Interior Plateau region of south-central British Columbia. Summers are warm and dry, with daytime temperatures in excess of 30[o] C common during July and August. Winters are modest with minimal to moderate snow accumulation. Short winter cold snaps with temperatures

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dropping to -20[o] C, are not unusual. Exploration is possible year-round and the property is generally snow free from late March until late November.

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History

The first reported work on the Barnum property was in the early 1970’s, although trenches discovered at that time indicate that prior work had been completed in the area. Sporadic exploration programs have been completed on the property since the early 1970’s, as summarized below in Table 3. Historic exploration was primarily in the immediate vicinity of the historic exploration pits (the MOT showing). These pits, plus historic drill pads which were observed during the author’s site visit, are shown on Figure 6.

Table 3: Summary of Historic Exploration, Barnum Property

Year	Operator	Exploration Expenditure (2002 Dollars)	Summary
1971 - 1973	Copper Range Exploration Company, Inc.		In 1971, the MOT claims were staked to cover anomalous copper and gold values in rocks. Exploration work was confined to the topographic high in the northwest part of the property, where a cluster of historic trenches and pits was discovered (the MOT showing). Soil sampling identified a northeast-trending open-ended Cu-As soil anomaly (no gold analyses completed) at the MOT showing. Numerous rock samples returned elevated gold from this area (7 samples > 2 g/t Au, to a maximum of 106 g/t Au). In 1973,follow-uprock samplingandgeological mappingwas done. A strong

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		$29,129	Au:As association, and an association between elevated gold values and iron staining, was noted. Mineralization was hosted by highly fractured, iron stained sedimentary rocks in close proximity to altered feldspar porphyry dykes (Hopkins, 1971; Purdy, 1973).
1979 - 1981	Dickenson/Vantex Resources Inc.	$36,938	In 1975, the Carlin 2 claim was staked by R. Dickinson to cover the area that had been held as the MOT claims. Small rock sampling programs were completed at the MOT showing in 1975 and 1979. The property was optioned to Vantex in 1980 who completed a 1500 x 2000m soil geochemical survey (438 samples, 125 m line spacing, 50 m sample spacing). Soil samples were analyzed for Au-Ag-Cu-As and a 1000 x 150m (Au+/-Ag,As) soil geochemical anomaly was discovered, essentially centered on the MOT showing. A VLF-EM survey was conducted over the same grid, which showed a conductive zone coincident with the soil anomaly. Follow-up drilling was recommended. In 1981, additional soil sampling was done to the north, south and west of the 1980 survey. Most of the 1981 sampling was outside the limits of the current Barnum Property (Dickinson & McClaren, 1975; Sawyer, 1979; Roberts, 1980, 1981).
1986 - 1988	Jaguar Equities Inc.	$73,150	In 1986, Jaguar Equities Inc. optioned the Barn property which covered essentially the same area as the former Carlin 2 claim. In 1988, the company completed magnetometer and VLF-EM surveys (31.2 km) plus a 5 hole (361.8 m) diamond drill program. Drilling was problematic due to highly fractured rock, poor recovery, and poor water return, however zones of elevated gold were intersected. These including 1.52 m @ 8.64 g/t Au (ddh 88-01) and 10.67 m @ 1.41 g/t Au (ddh 88-04). The 1988 drill program is discussed in further detail in Section 6.1, below (Roberts, 1986, 1988).

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Historic exploration work on the Barnum property (i.e. pre 2016) appears to conform to industryacceptable standards of the time, however descriptions of sampling and analytical method are often absent and location control for historic grids, samples and drill holes is poor. None of the historic sampling programs included any independent QA/QC sampling.

NVR optioned the Barnum property from Mr. Ellerbeck in 2020, and completed a program ground geophysics, as described below. Work by Ellerbeck from 2016 to 2020 is also described below.

6.1 Historic Drilling

Five holes (totaling 361.8 m) were drilled on the Barnum property in 1988, as listed below in Table 4. All holes were drilled at the MOT Zone and all were relatively shallow, with only 1 hole exceeding 100 m in depth. Original assay certificates and drill logs for the historic drilling are contained in Roberts (1988). The author has used this source document to verify all information presented in this report.

Roberts (1988) provides drill hole locations in local grid coordinates, however there are no maps that show the 1988 grid or the hole locations. The author located two drill pads during her site visit to the property, as shown on Figure 6, however there were no markings to indicate which holes were drilled at these locations. It may be possible to locate additional drill pads and, from that, reconstruct the 1988 grid and plot and identify drill hole locations.

Historic drilling was BQ size, and was reported to be very difficult due to the very broken ground and the brecciated and highly fractured rock. Core recovery was poor. Drilling showed that the rocks were heavily leached in all holes, except ddh88-06 and the lower part of ddh88-04.

Table 4: Historic Drill Hole Specifications and Highlights

Hole	Grid_E	Grid_N	Size	Azimuth	Dip	Depth_m	Highlights
ddh88-01	99+85E	100+00N	BQ	270	-80	56.38	42.67-44.19m: 1.52 m @ 8.64 g/t Au in bx zone with qtz (no As this interval)
ddh88-02	99+57E	99+80N	BQ	330	-55	34.13
ddh88-03	99+57E	99+80N	BQ	0	-90	76.19
ddh88-04	100+10E	100+30N	BQ	0	-90	85.33	67.96-78.63m: 10.67 m @ 1.41 g/t Au, 2.25 g/t Ag in alt'd fp dyke with qtz vnlts, py (plus elevated As)
ddh88-06	100+60E	100+30N	BQ	0	-90	109.71

It is interesting that the interval of elevated gold in hole 88-01 (8.64 g/t Au over 1.52 m) had no associated elevated arsenic, while the intercept in hole 88-04 (1.41 g/t Au over 10.67 m) was elevated in arsenic. As described in elsewhere in the Report, a strong Au:As association is present at the Quarry Zone. The goldonly intercept in hole 88-01 suggests that there may be more than one stage of gold mineralization on the property.

Geology and Mineralization

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1.1 Regional and Local Geology

The geology of the Kamloops region is illustrated in Figure 5 and is well described by Britton (2016), and references therein, from which the following is summarized. Figure 5 is based on the BC digital geology database, which, in the Kamloops area, is derived from regional mapping by Logan et al (2006a), Cockfield (1948) and Monger and McMillan (1989).

The area is located within the Quesnel terrane. The oldest rocks are lithified marine sediments of the Paleozoic Harper Ranch Group, which are exposed northeast of Kamloops. The Harper Ranch Group consists of a lower volcanic arc succession and an upper sequence of platformal carbonates.

Volcanic rocks and lesser sedimentary rocks of the Upper Triassic Nicola Group, part of a Late Triassic to Early Jurassic island-arc, unconformably overlie the rocks of the Harper Ranch Group, and are widespread throughout the region. The Nicola Group is composed of fine-grained and porphyritic intermediate to mafic volcanic rocks consisting of tuff and volcanic breccia, plus associated sediment rocks (dominantly argillite, siltstone, limestone, and conglomerate). As noted by Schiarizza (2017), there is no regional nomenclature framework for the Nicola Group, and local terminology and subdivisions are used in different areas. During detailed mapping in the Iron Mask area, Logan et al (2006a) identified 8 separate units within the Nicola Group. On the BC digital geology map, the Barnum Property is shown to be underlain by the “Eastern Sedimentary Facies” of the Nicola Group, a term which has been applied northwards from the Aspen Grove area (Preto, 1979).

The Nicola rocks are intruded by Late Triassic to Early Jurassic intrusions. These include Late Triassic calc-alkalic intrusions such as the Guichon batholith, host to the Highland Valley copper porphyry deposits, and the Wild Horse granodiorite immediately west of the Barnum Property. The slightly younger Late Triassic (210 – 200 Ma) alkalic Iron Mask batholith, 15 km west of the Barnum Property, is a northwest-trending, elongate composite diorite intrusion that hosts the New Afton and Ajax alkalic porphyry copper-gold deposits. Logan et al (2006b) describe 4 phases to the Iron Mask pluton, the Sugarloaf and Cherry Creek phases, with which the majority of the copper-gold mineralization is associated, the Pothook phase, and a Hybrid phase. The Hybrid phase is an intrusive breccia that contains up to 80% fragments of Nicola Group rocks within the Sugarloaf or Pothook phase.

A series of northwest-trending faults dominate the Iron Mask area, as well as the general area. Logan et al (2006b) interpret these faults as deep seated structures which controlled deposition of the Nicola Group as well as emplacement of the Iron Mask batholith.

Sedimentary and volcanic rocks of the Eocene Kamloops Group unconformably overlie the older rocks. The base of the Kamloops Group is represented by the Tranquille Formation, a sedimentary unit consisting of conglomerate, tuffaceous sandstone, siltstone, shale and minor coal seams. Andesitic and basaltic flows and agglomerates overlie the sediments. The youngest rocks in the region are Miocene-aged flat-lying plateau and valley basalts, which locally overlie the older rocks.

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1.2 Property Geology

The geology of the Barnum Property is shown on Figure 6. The only previous geological mapping on the property was in 1973, as described by Purdy (1973). The following description of the property geology is adapted from this source, from Roberts (1988), and from the author’s observations during her site visit. The 1973 mapping program was hampered by limited bedrock exposures. Since that time, +/- 500 lineal meters of semi-continuous bedrock and/or subcrop has been exposed in the quarry and along quarry access roads. Property-scale geological mapping, including detailed mapping of the quarry area, is a high priority and is recommended as part of the Phase 1 work program described in Section 26.

The Barnum Property is primarily underlain by sedimentary rocks of the Upper Triassic Nicola Group. Highly fractured, grey to black, bedded argillite dominates. Local chert horizons, plus minor greywacke and limestone are also reported.

These rocks are intruded by a series of feldspar porphyry dykes. Contacts between the feldspar porphyry dykes and Nicola Group sedimentary rocks are sharp and the rocks are bleached, pyritic and silicified in proximity to contacts. The dykes themselves contain 40-50% feldspar phenocrysts in a fine grained groundmass, and are strongly fractured and altered. The most common alteration mapped was argillic alteration, with clay-altered feldspars and clay and hematite alteration of the groundmass. Fractures are filled with hematite and, in places, goethite and small amounts of black manganese oxide. Fractures may also be lined with drusy quartz veinlets. Locally feldspar porphyry dykes are silicified.

A large biotite granodiorite intrusive, part of the Late Triassic Wild Horse batholith, is located immediately west of the Barnum Property.

East of the MOT Zone, Eocene Kamloops Group rocks unconformably overlie the older rocks. Conglomerate of the basal Tranquille Formation occurs as a 1.5 – 3 m thick, northwest-trending, steeply north-dipping bed. At this location, the conglomerate is a distinctive unit with fragments of altered feldspar porphyry and altered argillite in a sandy matrix (see Plate 1e). The conglomerate is overlain by coarse-grained arkosic sandstone, and then by flows and agglomerates of andesitic to basaltic composition, including one olivine-rich basalt flow.

1.3 Mineralization

Widespread alteration, with associated gold mineralization, is exposed within a 500 m north-south by 300 m east-west area in the northwest part of the property. The alteration zone is particularly well exposed in the quarry and in historic pits at the MOT Zone (see Figure 4, Plates 1 and 2). The MOT Zone is covered by Minfile 092INE128.

Within the alteration zone, rocks are intensely fractured with strong surface oxidation, moderate to intense argillic alteration or silicification, and local strong brecciation. In places, relic feldspars are visible and the protolith can be identified as feldspar porphyry (Plate 1c). Locally, argillite retains its dark grey colour and bedding is apparent (Plate 1a, 2c) but in many places, the rock is so intensely altered that the protolith cannot be identified by visual means (Plate 1b, 1d).

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Plate 1:

a) argillite cut by carbonate/quartz veins, Quarry Zone
b) intense silicification, MOT Zone
c) intense argillic alteration of feldspar porphyry dyke, Quarry Zone
d) brecciated, silicified, hematitic feldspar porphyry dyke (?), Quarry Zone e) Tranquille conglomerate boulder, note clasts of brecciated and altered argillite and feldspar porphyry

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Plate 2:

a) Old Pit, MOT Zone

b) Looking North towards MOT Zone (top and west slope of hill)

c) Quarry Zone, note contact beween feldspar pophyry dyke (buff colour on left) and dark grey argillite

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Within the alteration zone, pyritic quartz or quartz-carbonate veinlets are common. Elevated gold values appear to be preferentially associated with pyritic quartz veining, either within the feldspar porphyry or within the argillite. As described in Sections 6.1 and 9.1, elevated gold values include 8.64 g/t Au over 1.52 m and 1.41 g/t Au over 10.67 m from historic drilling at the MOT Zone; up to 1.69 g/t Au from current rock sampling in the Quarry Zone; and, up to 106 g/t Au from a historic rock sample at the MOT Zone (Old Pit area). In most samples, there is a strong association between gold and arsenic, however this does not always appear to be true, suggesting that there may be more than one stage of gold mineralization.

Deposit Types

Most of the historical production and past and current exploration in the Kamloops region has been directed at copper and gold mineralization. The main styles of mineralization recognized in the district (excluding mineralization in Paleozoic rocks, which do not occur in the vicinity of the property) include porphyry copper or copper-gold deposits and gold-bearing epithermal mineralization. Both of these deposit types are described below.

The Barnum Property is essentially a gold-only system. Widespread, intense alteration on the property is evidence of a large hydrothermal system. This, combined with the association of mineralization with feldspar porphyry dykes, intense shattering and brecciation, and the geochemical association with arsenic, supports a model of low-temperature hydrothermal mineralization related to a buried intrusive, although further exploration is required to determine the deposit style that best characterizes mineralization on the property.

Epithermal Quartz Veins

Epithermal gold-silver deposits form at shallow levels in the crust as low-temperature hydrothermal deposits which can contain high-grade veins, or as low-grade bulk mineable deposits composed of multiple veins or stockwork zones and (or) disseminated mineralization. Epithermal deposits are genetically related to hydrothermal systems associated with subaerial volcanism or subduction-related intrusions. They can occur in a wide variety of tectonic settings and are frequently classified based on their mineralogy as low-, intermediate-, and high-sulfidation subtypes (Pantaleyev, 1995, John et al, 2018).

Deposits can be strongly zoned, both along strike and vertically. Alteration varies between deposits, depending on factors such as deposit subtype, host rocks, depth of deposition and relationship to the paleosurface. A classic alteration pattern for epithermal deposits consists of a core zone of silicification and vuggy quartz veining, surrounded by a broad argillic alteration envelope, and then by widespread propylitic alteration. Magnetic signature can be an effective exploration tool for epithermal deposits, since the argillic alteration of mafic or intermediate host rocks is typically magnetite destructive.

Epithermal gold-silver deposits are commonly elevated in a characteristic “epithermal suite” of elements, including As, Sb, Hg, Se, Te and Tl. The presence and concentration of these associated elements varies between mineral districts and deposit subtypes, as well as within individual deposits (Panteleyev, 1995; John et al, 2018).

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The relatively recently discovered Spences Bridge Gold Belt west and southwest of Merritt, approximately 90 km southwest of the Barnum Property, is an example of a low-sulfidation epithermal district in southern British Columbia. Westhaven Ventures is actively exploring several projects in the Spences Bridge Gold Belt and has intersected high-grade gold-bearing veins as well as broad intervals of low-grade gold mineralization in drilling. Epithermal mineralization is primarily hosted within Cretaceous Spences Bridge Group volcanic rocks (Minfile 092ISW111, 092ISW112, 092ISW131, 092ISE192, 092HNE308, 092HNE309, http://westhavengold.com). The Spences Bridge Gold Belt is described in more detail in Section 23 of this report.

The past-producing Vidette gold mine is another example of a low-sulfidation epithermal system in the Kamloops area. It is located in the Deadman River Valley, approximately 80 km northwest of the Barnum Property. A total of 49,000 tonnes, at an average grade of 19 g/t Au, was produced from the Vidette mine between 1933 and 1940. Mineralization occurs within a series of narrow veins, hosted within mafic volcanics of the Late Triassic Nicola Group (Minfile 092P 086).

Porphyry Copper (+/- Gold) Deposits

Porphyry deposits are large bulk-mineable deposits that are genetically related to, and occur within or adjacent to, porphyritic intrusions. Mineralization occurs as stockwork veins, veinlets and closely spaced fractures, or as disseminations. The mineralization occurs within large zones of hydrothermally altered rock (up to 10 square kilometres in size), with characteristic, large-scale zoned metal and alteration assemblages. Higher grade zones of mineralization occur within larger areas of lower grade mineralization and deposit boundaries are determined by economic factors.

Porphyry deposits are classified as alkalic or calc-alkalic, on the basis of host rock chemistry. Alkalic deposits can be further subdivided on the basis of silica content, as silica-saturated or silica-undersaturated systems. Intrusive rocks in silica saturated systems include diorite, monzodiorite and monzonite, while silica-undersaturated systems have more strongly alkalic intrusives (i.e. syenite porphyry) with high concentrations of magnetite. Alteration includes albite and potassic alteration, with more distal propylitic alteration common (Panteleyev, 1995a,b; Sinclair, 2007).

Calc-alkalic porphyry copper-molybdenum and alkalic porphyry copper-gold deposits are both important deposit types within B.C. Examples of alkalic copper-gold porphyry deposits in B.C. include New Afton and Ajax, located 27 and 18 km west of the Barnum Property respectively, as well as Copper Mountain, Mt. Polley, and Mt. Milligan. All of these examples occur within the Quesnel terrane, within an elongate zone referred to as the Quesnel trough. Typical B.C. alkalic porphyry deposits range in size from less than 10 million tonnes to greater than 300 million tonnes, with grades in the range of 0.2-1.5% Cu, 0.20.6 g/t Au and > 2 g/t Ag.

In the Kamloops area, alkali copper-gold porphyry systems (i.e. New Afton, Ajax) are spatially and genetically associated with the Late Triassic (210 – 200 Ma) Iron Mask batholith, which was been emplaced into coeval Nicola Group volcanics (Logan et al, 2006a,b).

The world-class Highland Valley copper deposit 55 km southwest of Kamloops is a calc-alkalic copper deposit. Mineralization is associated with the Late Triassic Guichon batholith and formed between 210 and 208 Ma (Whalen et al, 2017).

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Exploration

During the period 2016-2020, exploration work was completed on the Barnum property by K. Ellerbeck and by North Valley Resources, as summarized below in Table 5. Additional details of the exploration programs are presented below.

Table 5: Summary of 2016-2020 Exploration Work, Barnum Property

Year	Operator	Exploration Expenditures	Summary
2016 - 2020	K. Ellerbeck	$7,965	In 2016 and 2020, property owner, Ken Ellerbeck completed rock sampling from the recently expanded quarry which exposes a large area of intense alteration. 9 of 11 samples returned elevated Au and As values, to 1.69 g/t Au and >1% As. Minor rock sampling was completed elsewhere on the property in 2019 (Ellerbeck, 2016, 2019, 2020).
2020	North Valley Resources Ltd.	$86,612	In 2020, North Valley Resources carried out a ground geophysical survey (mag, VLF-EM) over the property (Cook, 2020; Sookochoff, 2020).

9.1 Rock Sampling

Recent quarry expansion exposes a large area of intensely altered rock which is similar in appearance to rock at the MOT Zone, several hundred meters to the northeast. Prior to 2016, no rock samples had been collected from the quarry area, and only limited sampling had been done elsewhere on the property. Rock sampling in 2016 was completed at the Quarry Zone. In 2019, reconnaissance prospecting and associated rock sampling was done in the southern portion of the claims. As quarry expansion continued, additional rock was exposed. Further sampling was done at the Quarry Zone in 2020, from this newly exposed rock.

A total of 14 rock samples were collected between 2016 and 2020. Rock samples are plotted on Figure 7, with results for select elements shown in Table 6. These grab samples were collected to show the presence or absence of mineralization and to characterize mineralization in terms of host rock and geochemical signature. Grab samples are not representative of average grade.

None of the samples collected during the 2019 reconnaissance were elevated in gold, however 9 of 11 samples from the Quarry Zone contained > 0.2 g/t Au, to a maximum of 1.685 g/t Au. Correlation coefficients for the rock samples are presented in Table 7. Although the sample population is limited, it is clear that gold has a very strong correlation with arsenic. Based on this data set, gold also correlates moderately with Ag and weakly with Pb and Sb.

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Table 6: 2016-2020 Rock Samples, Summary Results

Sample	Area	Au_ppm	Ag_ppm	As_ppm	Description
B-01	QuarryZone	0.492	3.2	2880	Silic lst, qtz/sulfide stringers, py
B-02	QuarryZone	1.685	2.7	>10000	Silic fpdyke, pystringers
B-03	QuarryZone	0.475	3.9	4270	Silic fpdyke, pystringers
B-04	QuarryZone	0.697	2.4	2090	fpdpywithqtz vnlts, py
B-05	QuarryZone	0.707	3.8	6880	Lst withqtz swarm, py
BS-1	recceprospecting	0.008	0.4	3	argillite
BS-5	recceprospecting	0.006	0.1	7	argillite bx
BS-7	recceprospecting	0.005	0.1	4	Float, qfpdyke
BARN July18-4	QuarryZone	0.203	1.0	851	Alt'd fpdyke withqtz vnlts
BARN July18-5	QuarryZone	0.005	0.8	26	Alt'd,silic fpdyke withqtz vnlts
BARN July18-7	QuarryZone	0.327	1.8	2570	Silic fpdyke,bx'd,vuggy qtz
BARN July18-8	QuarryZone	0.024	0.8	74	Alt'd silic bx
BARN July18-9	QuarryZone	0.245	1.3	582	qtz vein,4-7.5 cm
BARN Float	QuarryZone	0.389	2.6	1125	alt'd fpdyke withqtz vnlts.

Table 7: Correlation Coefficients, 2016-2020 Rock Samples

	Ag	As	Pb	Sb
Correl coefficient Au:xx	0.66	0.93	0.29	0.34

9.2 Geophysics

In 2020, NVR completed a detailed ground magnetic and VLF-EM (very low frequency – electromagnetic) survey over the Barnum property. Data collection was by Lacombe Ventures, under contract by NVR. In total, 65 line km was completed, on 25 m spaced, east-west trending lines. VLF readings were taken at 25 m stations along grid lines, using both the Seattle, Washington, and Cutler, Maine transmitters. Magnetic readings were collected in continuous mode, at 0.5 second intervals. The geophysical data was processed by F. Cook of Salt Spring Imaging, Ltd. The processing techniques and results are described by Cook (2000).

Magnetic signature can be an effective exploration method for epithermal mineralization, particularly where mineralization is hosted by mafic volcanic (or other) rocks that contain primary magnetite; alteration associated with mineralization is magnetite destructive thus creating magnetic low anomalies. VLF-EM can identify conductive zones, such as faults that control the mineralization.

Total Magnetic Intensity ( TMI ), which has been reduced to the North Pole ( RTP ), is shown in Figure 8. The dominant feature of the magnetic data is a 300 m wide, northwest-trending magnetic high anomaly that trends towards the MOT Zone . It is interesting that the magnetic-high on the Barnum Property parallels the trend of the regionally important (magnetic) Iron Mask batholith, as well as the deep seated structures that controlled deposition of Nicola Group rocks and emplacement of the Iron Mask batholith. Figure 9 illustrates the tilt derivative, or rate of change, of the TMI . Surface noise has been reduced by applying a smoothing filter (an “upwards continuation” of the data).

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Figure 10 illustrates VLF data, in plan view, as a slice representing the depth level from 20 to 100 m. The VLF data has been smoothed to reduce the near-surface (high-frequency) chatter. For this depth level, a northeast orientation to conductors is apparent, with most of the conductors located in the northwest part of the survey area.

A better understanding of the geology of the Barnum Property is needed to interpret the results of the geophysical survey. Unfortunately, the geophysical survey did not extend over the MOT and Quarry Zones , due in part to the steep topography in this area. This makes it difficult to correlate the results of the geophysical surveys with zones of known mineralization. Recommendations are included in the Report that a drone-based magnetic survey be done over these areas.

Drilling

NVR has not completed any drilling on the Barnum Property. Historic drilling by a previous operator is described in above and in the Report.

Sample Preparation, Analyses and Security

During the 2016-2020 work programs, rock samples were collected by K. Ellerbeck and were delivered in person to the ALS Global laboratory in Kamloops.

Samples were prepared at the Kamloops facility, with analysis completed at the ALS laboratory in North Vancouver. ALS is accredited under the ISO/IEC 17025:2017 and ISO 9001:2015 standards. Sample preparation involved drying samples, crushing to 70% less than 2 mm, then pulverizing a 250 g split of the crushed rock to 85% passing 75 µ. Rock samples were analyzed at ALS’ North Vancouver geochemical laboratory. Analysis for gold was by ALS method Au-AA23 (30 g sample analyzed by Fire Assay/AAS). Multi-element analysis was by method ME-ICP41 (ICP/MS analysis of a 0.5 g sample following aqua regia digestion).

In the author’s opinion, the historic sampling on the property appears to be appropriate for the era in which the data was collected. This historic sampling includes 1988 drill core samples, plus limited rock samples that were analyzed at various analytical laboratories. Original laboratory certificates and details regarding sample preparation and analytical methods are only partially available historic rock samples, and no discussion is made of sample security. For historic drill core, information regarding sample security and sample preparation is absent. Original analytical certificates for drill core samples are available. Samples were analyzed at Acme Analytical Laboratory in Vancouver, with gold analysis was by AA, on a 10 g (prepared) sample and multi-element analysis was by ICP, following aqua regia digestion of a 0.5 g (prepared) sample.

Data Verification

There has been relatively limited historic work on the Barnum Property. Location control for historic rock samples is poor, no QA/QC measures were incorporated into the sampling programs, and descriptions of samples, including width of mineralization, are generally not documented. Recommendations are

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included in the Report that, in conjunction with detailed geological mapping, modern representative chip sampling be completed over the Quarry and MOT Zones.

Logs and original assay certificates are available for historic drill holes on the property. The author reviewed original drill logs and assay certificates and used the information contained within them for results reported in this report. No QA/QC measures were incorporated into the historic drill program. Historic drill core is not stored on the property and was not observed by the author. Core recovery was reported to be poor. Recommendations are included in the Report that future drilling on the property be HQ in size, for better core recovery and more representative sampling for gold mineralization.

Roberts (1988) provides drill hole locations in local grid coordinates, however there are no maps which show the 1988 grid or the drill hole locations. The author located two drill pads during her site visit to the property however there were no markings to indicate which holes were drilled at these locations. It may be possible to locate additional drill pads and, from that, reconstruct the 1988 grid and plot and identify drill hole locations.

The author reviewed original data certificates for 2016-2020 rock samples. She completed a site visit to the property on January 22, 2021, accompanied by Ken Ellerbeck. There was minimal snow cover on the property at the time. The two known zones of mineralization on the property, the MOT Zone (Minfile 092IHE128) and the Quarry Zone, were both visited.

Mineral Processing and Metallurgical Testing

There has not been any Mineral Processing or Metallurgical Testing on the Barnum Property.

Mineral Resources and Mineral Reserve Estimates

There are no current Mineral Resource estimates for the Barnum Property.

ADJACENT PROPERTIES

As discussed in the Report and as summarized above, past and current exploration and mining in the Kamloops region has largely been for porphyry copper and porphyry copper-gold mineralization. The Barnum Property is essentially a gold-only system. Widespread, intense alteration on the property is evidence of a large hydrothermal system. This, combined with the association of mineralization with feldspar porphyry dykes, the intense shattering and brecciation, and the geochemical association of gold with arsenic, suggests that mineralization could reflect the low-temperature distal effects of a buried intrusive. The discovery of gold-bearing epithermal mineralization in the Spences Bridge Gold Belt is thus also relevant.

Brief descriptions of the New Afton and Ajax copper-gold porphyry deposits and the Spences Bridge Gold Belt are included below. The following information is summarized from publicly disclosed information and from BC Minfile. It has not been independently verified by the author. While the Barnum Property is located in the same region as the following properties, the reader is cautioned that the information below is not necessarily indicative of the mineralization on the Barnum Property.

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New Afton Mine Minfile 092INW023

New Afton is an underground, block-cave, alkalic copper-gold porphyry mine located 12.5 km west of Kamloops. It is currently in operation by New Gold Inc., at a rate of 15,000 tonnes per day. The project is located on a former mine site, the open pit Afton Mine, which was mined by Teck from 1978-1991.

Mineralization is genetically associated with the Late Triassic (210 – 200 Ma) Iron Mask batholith, which was emplaced into intermediate to mafic volcanics of the Late Triassic Nicola Group. Regional northwesttrending deep seated faults have controlled emplacement of the Iron Mask batholith and are conduits for mineralization. Mineralization is primarily hosted within Nicola Group volcanic rocks near intrusive contacts.

The ore body is a near-vertical, south-plunging, 100 m wide tabular zone that extends for at least 1.4 km on strike and over 1.5 km at depth. Chalcopyrite is the dominant copper mineral, and occurs as veinlets and disseminations. Sub-micron gold grains are associated with copper sulfides.

Alteration associated with the ore body consists of calcic, potassic, phyllic, argillic and propylitic facies, which are broadly concentric. A late-stage epithermal overprint introduced mercury, antimony and arsenic into the system (Lecuyer et al, 2020).

Ajax Mine Minfile 092INE012, 092INE013

The Ajax project is located 8 km southwest of Kamloops, and like Afton, is an alkali copper-gold porphyry deposit associated with the Late Triassic Iron Mask batholith. At Ajax, mineralization extends over 1 km in width, 2 km in strike and to depths of greater than 700 m. It is primarily hosted within the batholith, particularly near contacts between the Sugarloaf and Hybrid intrusive phases. Chalcopyrite is the dominant copper sulfide, and gold is very fine grained and associated with the copper mineralization. Alteration consists of intense albitization, as well as potassic and widespread propylitic alteration. Albite alteration was early in the mineralizing system, creating a brittle rock that was susceptible to fracturing and sulphide mineralization.

Ajax was mined by Teck as an open pit operation during the periods 1989-1991 and 1995-1997. Ore was trucked to the nearby Afton site for processing. In 2016, KGHM submitted an application for the Ajax project, proposing a 60,000 to 65,000 tonne per day open pit operation from a 2 km wide by 575 m deep pit (Dagel et al, 2016). As described in Section 24 of this report, the project was ultimately rejected by the Secwépemc Nation, by the Kamloops city council, and by both the provincial and federal governments.

Spences Bridge Gold Belt

Minfile 092ISW111, 092ISW112, 092ISW131, 092ISE192, 092HNE308, 092HNE309

The Spences Bridge Gold Belt is a 110 km, northwest-trending belt located west and southwest of Merritt, BC. It is primarily underlain by felsic to intermediate volcanics of the Cretaceous Spences Bridge Group and hosts numerous occurrences of low-sulfidation epithermal mineralization. Westhaven Ventures is actively exploring several properties in the Spences Bridge Gold Belt. The following discussion summarizes two of these properties, the Shovelnose property, where exploration has identified several high-grade gold-bearing veins, and the Prospect Valley property, where low-grade, near-surface gold

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mineralization has been discovered. In both cases, mineralization is primarily hosted by volcanics of Cretaceous Spences Bridge Group.

At the Shovelnose property, 3 separate gold-bearing veins are known, over strike lengths of up to 1.2 km. Multiple phases of veining and brecciation are present and are, in general, controlled by a northwesttrending, steeply south-dipping fault zone. Gold occurs as gold-silver tellurides and is associated with anomalous arsenic, molybdenum, selenium and copper. Near Infrared Spectroscopy has been successfully used on the property to differentiate high and low temperature clays, and to define alteration halos within the system. Extensive drilling has been completed on the Shovelnose property, with intercepts including 17.7 m @ 24.5 g/t Au (hole SN18-14), 46.9 m @ 8.95 g/t Au (SN18-15), 12.66 m @ 39.31 g/t Au (SN1901) and 18.5 m @ 11.39 g/t Au (SN19-10). Most of the mineralization occurs within a 200 m vertical range (Peters, 2020).

The Prospect Valley project hosts a low-grade, near-surface, intrusion-related, low-sulfidation epithermal gold system. At the Discovery Zone, sheeted and stockwork quartz veins and veinlets, plus disseminated and vein pyrite, occur within a 1.7 km by 140-230 m wide zone. Mineralization is controlled by a northtrending, shallow west-dipping fault, which has been tested by drilling over a strike length of 1.5 km. Peters (2020) reports that “ The Prospect Valley property hosts a low-grade gold resource in the Discovery Zone which could be amenable to open pit extraction in a favourable economic environment .”

OTHER RELEVANT DATA AND INFORMATION

The author is unaware of any additional information or data that is relevant to the Barnum Property.

INTERPRETATION AND CONCLUSIONS

The Barnum Property is an exploration stage project with potential for large tonnage, low-grade gold mineralization and for discrete, higher grade veins. There are potential risks associated with permitting future mining operation on the Property, however in the author’s opinion, these risks can be minimized by proper management and do not impact her opinion that Property is a “Property of Merit” and warrants further exploration. Mineralization on the property is consistent with an intrusive-related, low-sulfidation epithermal system, however further geological work is required to confirm this.

Intense alteration is exposed within a 500 x 300 m area in the northwestern part of the property and is evidence of a large size hydrothermal system. This area encompasses two zones of known gold mineralization, the Quarry and MOT zones. Gold values to 8.64 g/t Au over 1.52 m and 1.41 g/t Au over 10.67 m have been intersected by historic drilling at the MOT Zone. Surface grab samples from both the MOT and Quarry Zones also contain elevated gold values.

Alteration and mineralization occur in veins which cross-cut Upper Triassic Nicola Group sedimentary rocks and within feldspar porphyry dykes that cut the sedimentary rocks. These rocks are highly fractured and brecciated, with good structural preparation for mineralizing fluids. Elevated gold values appear to be preferentially associated with pyritic quartz veining. In most samples, there is a strong association between gold and arsenic, however this does not always appear to be true, and suggests more than one

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stage of gold mineralization. The presence of altered clasts within Eocene conglomerate on the Property implies a pre-Eocene age of mineralization.

Exploration work on the property has included soil geochemistry, several small rock sampling programs, limited geological mapping, a small diamond drill program at the MOT Zone , and a ground geophysical (Magnetic, VLF-EM) survey. The most recent soil survey on the property was a widely-spaced survey completed in 1980. Both the MOT and Quarry Zones correlate with elevated gold-arsenic values defined by this survey.

Historic drilling was BQ sized. Due to the highly fractured rocks, core recovery was poor. Future drilling on the property should be HQ sized, to ensure better recovery and more representative sampling for gold mineralization.

There is limited bedrock exposure on the property. The recent exposure of altered bedrock in the Quarry Zone provides an excellent opportunity for detailed geological mapping, combined with systematic rock sampling, to understand the nature and controls of gold mineralization. SWIR (Short-wave Infrared Spectral) analysis may help to differentiate clay mineralogy thus better understanding thermal zonation of alteration minerals and controls on hydrothermal fluid temperature and chemistry. If the gold-pyrite association is confirmed by this detailed geological work, then an induced polarization ( IP ) survey should be completed, to identify sulfide-rich zones which would be tested by drilling.

Recommendations

A two-phase, $435,000 program is recommended to further explore the Barnum Property. The Phase 1 program includes detailed geological mapping and rock sampling, plus geophysics to extend magnetic coverage over the MOT and Quarry Zones. Phase 2 includes an IP survey and diamond drilling. It is in part contingent on the results of the Phase 1 program. Covid-19 protocols must be established prior to any further work on the property, and work must be done in full compliance with these protocols to ensure the safety of crew members and of the general public.

Phase 1 $105,000

Property scale geological mapping, plus detailed mapping of Quarry and MOT Zones , is recommended. This should be accompanied by rock sample lithogeochemistry, including systematic, representative rock chip and (or) channel sampling. In addition to geochemical analyses of rock samples, the program should include a component of petrographic work and whole rock characterization, with immobile element geochemistry, to differentiate different host rocks where the protolith is not apparent. SWIR (Short-wave Infrared Spectral) analysis is also recommended to help characterize alteration.

A drone-based magnetic survey is recommended to cover the northwest gap in the 2020 ground based survey (over the MOT and Quarry Zones ). The drone survey should extend to the east to overlap the ground survey so that results of the 2 surveys can be compared.

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A detailed soil geochemical survey over the northern portion of the property is also recommended to provide modern multi-element data in the area of interest which has been indicated by historical rock and soil sampling (which have poor location control) and by North Valley Resources’ rock sampling.

The Phase 1 program also includes permitting, to prepare for the recommended Phase 2 program.

A budget for the proposed Phase 1 program is as follows:

PHASE 1 BUDGET

PHASE 1 BUDGET
Geological mapping and rock sampling Including geochemical analysis, petrographic work, whole rock characterization and SWIR. Includes room/board and support.		$ 40,000
Soil Geochemistry 50 m spaced E-W lines, 25 m spaced samples 15 x 1.3 km lines = 700 samples. Includes room/board and support.		$30,000
Magnetic survey Drone-based magnetic survey		$10,000
Permitting Application for 5 Year Multi-Year area based permit for IP and drilling		$5,000
Report		$ 10000
		,
	Total: + ~10% contingency TOTAL:	$ 95,000 $10,000 $ 105,000

Phase 2 $330,000

The Phase 2 program is designed to build on Phase 1. It includes an IP survey over the northern portion of the property to cover the same area as the Phase 1 soil geochemical program, followed by 1000 m of diamond drilling. Phase 2 is in part contingent on the results of the Phase 1 program.

All drilling should be HQ sized core drilling, to maximize core recovery and sample size. Magnetic susceptibility readings should be collected from drill core at regular, close-spaced intervals, to assist in modelling the geology and mineralization.

PHASE 2 BUDGET
Induced Polarization Survey Approx 13 line km, 100 m spaced lines		$ 85,000
Drilling 1000 m HQ core, including moves, pad building, core logging, magnetic susceptibility readings, core splitting, sample analysis, room/board	@ $200/m all-in	$ 200,000
Reporting		$ 15,000
	Total: + 10% contingency TOTAL:	$ 300,000 $ 30,000 $330,000

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2.4 DEVELOPMENT OF BUSINESS

We have taken the following steps to develop our business: (1) searching for desirable mineral properties and negotiating the Property Option Agreement dated June 15, 2020; (2) raised an aggregate of $116,000 through the sale of our Common Shares by way of private placement, (4) undertook preliminary exploration work on the Property ($85,000) and (5) commissioned the Report.

Property Option Agreement

Under the Property Option Agreement, Ken Ellerbeck granted to the Issuer the right to acquire an undivided 100% interest in the Property, free and clear of all liens, charges, encumbrances, claims, rights or interests of any other person but subject to the NSR Royalty.

In order to exercise the Option, the Issuer shall pay to the Owner the aggregate sum of $610,020 and issue a total of 900,000 Common Shares in instalments, and complete minimum expenditures on the Property in accordance with the following schedule:


	Date	Shares	Cash Payments	Expenditures(1)
On Signing			$10
ListingDate		100,000	$10
October 1, 2020				$85,000(2)
1st Anniversary of ListingDate		100,000	$10,000	$25,000
2nd Anniversary of ListingDate		200,000	$50,000	$105,000
3rd Anniversary of ListingDate		200,000	$100,000	$300,000
4th Anniversary of ListingDate		300,000	$450,000	$400,000
Total:		900,000	$610,020	$915,000

Notes:

(1) Expenditures means all cash, expenses, obligations and liabilities, other than for personal injury or property damage, of whatever kind or nature spent or incurred directly or indirectly in connection with the exploration, development or equipping of the Property or any portion thereof for Mining Work (as defined in the Property Option Agreement) including, without limiting the generality of the foregoing, monies expended in constructing, leasing or acquiring all facilities, buildings, machinery and equipment in connection with Mining Work, in paying any taxes, fees, charges, royalties, payments or rentals (including payments in lieu of assessment work), or otherwise to keep the Property or any portion thereof in good standing, (including any payment to or in respect of acquiring any agreement or confirmation from any holder of surface rights respecting the Property or any portion thereof), in carrying out any survey of the Property or any portion thereof, in doing geophysical, geochemical and geological surveys, in trenching, drilling, assaying, metallurgical testing, bulk sampling and pilot plant operations, in paying the fees, wages, salaries, travelling expenses, fringe benefits (whether or not required by law) of all persons engaged in work with respect to and for the benefit of the Property or any portion thereof, in paying for the food, lodging and other reasonable needs of such persons, in preparing any reports, and in supervising and managing any Mining Work done with respect to and for the benefit of the Property or any portion thereof.

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(2) The Issuer was obligated to incur $85,000 of expenditures by October 1, 2020 and they must qualify for assessment work to be recorded against the Property in the Mining and Minerals Division before October 31, 2020. As of the date of this Offering Memorandum, these conditions have been satisfied.

For the purposes of the Property Option Agreement, the area covered by the Property shall include an area of influence surrounding the outer perimeter of the Property to a maximum of two and one-half (2.5) kilometers (the “Area of Influence” ) and all mineral concessions, interests or rights acquired, directly or indirectly, within the Area of Influence before or after the date of signing of the Property Option Agreement by either the Owner or the Issuer during the currency of the Property Option Agreement shall become part of the Property Option Agreement.

On commencement of commercial production (defined as the operation of the Property or any portion thereof as a producing mine and the production of mineral products therefrom, excluding bulk sampling, pilot plant or test operations), the Property will be subject to a 2% net smelter return royalty in favour of the Owner. The Issuer may elect to purchase from the Owner at any time prior to the commencement of commercial production one-half of the NSR Royalty (being 1%) upon the payment to the Owner of $1,000,000.

For the purposes of the Property Option Agreement, the term “Net Smelter Returns” shall mean all monies realized and actually received by the Issuer on the sale of any ores or minerals mined or extracted from the Property as evidenced by its returns or settlement sheets, including any premiums, bonuses and subsidies, less, if any such ores or minerals require smelting or other processing, all monies paid or payable on account of:

(a) loading and transportation of the ores or minerals from the Property or any mill erected on or about the Property to the smelter or other purchaser;
(b) smelter treatment charges or other charges levied by the purchaser;
(c) freight allowance and severance taxes or royalties that may be paid to the Province of British Columbia;
(d) insurance and security costs and charges;
(e) marketing costs and commissions; and
(f) penalties and other deductions whatsoever paid or payable in relation to the sale of the ores or minerals.

2.5 LONG TERM OBJECTIVES

We intend to complete the exploration program set out in the Report. We intend, if the results are encouraging, to then seek a further technical report and a more advanced exploration program and carry out that work program, contingent on positive results from the first exploration program. Our objective is to exercise the Option on the Property. In the event that we are able to bring the Property to the development stage, we intend to be the operator of the Property.

If we exercise of the Option to acquire 100% of the Property, we will further the exploration and development of the Property.

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2.6 SHORT TERM OBJECTIVES AND HOW WE INTEND TO ACHIEVE THEM

Our short-term goals over the next 12 months are as follows:

The principal business carried on, and intended to be carried on, by the Issuer is the acquisition and exploration of mineral exploration properties in North America. The Property is in the early exploration stage. The Issuer’s primary objective following completion of the Offering is to undertake the recommended exploration program described in the section of this Offering Memorandum entitled “Description of Mineral Property”. Upon completion of the Offering, the Issuer plans to complete Phase 1 of the recommended exploration program at a cost of CDN $105,000. The Issuer also intends to list its Common Shares on the Canadian Securities Exchange following completion of the Offering.

The Issuer will require additional capital to complete any additional phases of exploration work, including Phase 2 as recommended in the Report. The additional capital may come from future equity or debt financings and there can be no assurance that the Issuer will be able to raise such additional capital if and when required or on terms acceptable to the Issuer or at all.

The following table discloses how we intend to meet our objectives for the next 12 months:


What we must do and how we will do it	Target completion date or, if not known, number of months to complete	Our cost to complete ($)
Geological mapping and sampling	May 2021	$40,000
Soil Geochemistry	July 2021	$30,000
Magnetic survey	September 2021	$10,000
Permitting	September 2021	$5,000
Contingencies	September 2021	$10,000
Exercise of Option, if warranted(1)	By the 4th Anniversary of Listing Date	$610,020

Notes

(1) The exercise of the Option is contingent on positive results being obtained from the recommended exploration program, as described in the Report. Should the results of the recommended exploration program described in the Report not justify undertaking continued exploration, it is anticipated that we will seek alternative mineral property interests to explore and develop. No such alternative properties have been identified, and there is no assurance any suitable mineral property will be located on terms acceptable to us, or at all.

2.7 INSUFFICIENT FUNDS

The funds available as a result of the Offering will not be sufficient to accomplish all of our proposed objectives. There is no assurance that alternative financing will be available.

2.8 MATERIAL AGREEMENTS

Except for contracts made in the ordinary course of business, the following are the only material agreements entered into by us, or which affect us, since its incorporation on January 26, 2012:

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(1) The Property Option Agreement between the Issuer and Ken Ellerbeck, dated June 15, 2020, granting the Issuer an option to acquire a 100% interest in the Property, subject to a production royalty of 2% of net smelter returns. Ken Ellerbeck is the CEO and a director of the Issuer. For more information regarding the Property Option Agreement, see Item 2.3 “ Description of Mineral Property ”, and Section 1.3 “ Option Agreement ”.
(2) Agreement for Shares for Debt, dated July 30, 2020, between the Issuer and Lacombe Ventures Ltd. Each of Quinn Ellerbeck and Ken Ellerbeck own and control 50% of the voting shares of Lacombe Ventures Ltd. and both are directors of the company. Prior to the agreement, Lacombe Ventures Ltd. performed geophysical surveying for the Issuer. Under this agreement, the $85,000 debt owed by the Issuer to Lacombe Ventures Ltd. for the consulting fees for the geophysical surveying was converted to 1,700,000 Common Shares.
(3) Transfer Agent and Registrar Agreement, dated December 22, 2020, between the Issuer and Odyssey Trust Company. Under this agreement, the Issuer appointed Odyssey Trust Company as its transfer agent, registrar and disbursement agent.
(4) Management and Consulting Agreement, dated January 4, 2021, between the Issuer and Lacombe Ventures Ltd., pursuant to which Lacombe Ventures Ltd. shall provide certain management and consulting services to the Issuer. These services include administering and supervising the finances of the Issuer, selecting contractors, supervising the purchase and leasing of materials, supplies, and equipment, managing contracts, assisting with all legal actions, maintaining the assets of the Issuer, providing the Issuer with a general office, and making any payments on behalf of the Issuer. Each of Quinn Ellerbeck and Ken Ellerbeck own and control 50% of the voting shares of Lacombe Ventures Ltd. and both are directors of the company. The Issuer shall pay Lacombe Ventures Ltd. a monthly fee of $5,500, payable in advance, with the first payment being on the first day of the month in which the securities of the Issuer trade on a securities exchange.
(5) Letter Agreement, dated January 8, 2021, between the Issuer and Canaccord Genuity Corp. ( “Canaccord ”) in which Canaccord will find and introduce investors to the Issuer with respect to a reasonable efforts non-brokered private placement. Canaccord will be paid a finder’s fee of 7% in commission and 7% paid in warrants for those subscribers introduced by Canaccord. Each Finder’s Warrant is exercisable at $0.10 each for 18 months following the Common Shares of the Issuer being listed and posted for trading on a recognized stock exchange in Canada.

ITEM 3: INTERESTS OF DIRECTORS, MANAGEMENT, PROMOTERS AND PRINCIPAL HOLDERS

3.1 COMPENSATION AND SECURITIES HELD

The following table discloses information about each of our directors, officers and promoters and each person who, as of February 12, 2021, directly or indirectly, beneficially owns or controls 10% or more of any class of our voting securities:

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Name, Position with the Issuer and Province and Country of Residence	Director/Officer Since	Compensation paid by Issuer or related party in the most recently completed financial year and compensation anticipated to be paid in the current financial year	Number, type and percentage of Securities held (directly and indirectly) after completion of maximum Offering(1)
Kenneth Ellerbeck CEO and Director British Columbia, Canada	January 26, 2012	$0(7)	1,587,500 Common Shares (Approx. 15.30%) 200,000 options to acquire Common Shares
Quinn Ellerbeck CFO, Secretary and Director British Columbia, Canada	May 1, 2020	$0(7)	1,587,500 Common Shares (Approx. 15.30%) 200,000 options to acquire Common Shares
Robert Thompson Director British Columbia, Canada	October 7, 2020	$0(7)	0 Common Shares (0%) 100,000 options to acquire Common Shares
Lacombe Ventures Ltd. (2)	N/A	$85,000(4) $5,000(5) $66,000(6)	1,700,000(3) (Approx. 16.39%)

Notes:

(1) Percentage is based on 10,375,000 Common Shares issued and outstanding after giving effect to the maximum Offering, excluding the 900,000 Common Shares to be issued pursuant to the Property Option Agreement and assuming that the Finder’s Warrants and the stock options have not been exercised.
(2) Each of Quinn Ellerbeck and Ken Ellerbeck own and control 50% of the voting shares of Lacombe Ventures Ltd.
(3) The Issuer issued Lacombe Ventures Ltd. (a company that each of Quinn Ellerbeck and Ken Ellerbeck own and control 50% of the voting shares of) 1,700,000 Common Shares on July 30, 2020 pursuant to an agreement for shares for debt in satisfaction of $85,000 of consulting fees for geophysical surveying performed by Lacombe Ventures Ltd. in respect of the Property during year-ended September 30, 2020. For more information regarding the agreement for shares for debt, see Item 2.8(3) “Material Agreements” .
(4) This amount is in respect of the consulting fees for geophysical surveying performed by Lacombe Ventures Ltd. for the Issuer in respect of the Property during year-ended September 30, 2020, which was subsequently converted to 1,700,000 Common Shares pursuant an agreement for shares for debt, dated July 30, 2020. For more information regarding the agreement for shares for debt, see Item 2.8(3) “Material Agreements” .
(5) In respect of a disbursement paid by Lacombe Ventures Ltd. on behalf of the Issuer for geophysical surveying activities performed for the Issuer during year-ended September 30, 2020.

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(6) In respect of the management fees that the Issuer expects Lacombe Ventures Ltd. to perform for the Issuer in the 12 months after the Closing Date in respect of certain management and consulting support services pursuant to a management and consulting agreement dated January 4, 2021. For more information regarding the management and consulting agreement, see Item 2.8(4) “Material Agreements” .
(7) The Issuer does not anticipate any compensation to be paid to any director, officer or promoter of the Issuer in the current financial year.

The terms of the foregoing director and officer appointments shall expire at the next annual shareholders meeting.

The Issuer has a small board of directors and given its stage of business and development, it has not established any board committees.

3.2 MANAGEMENT EXPERIENCE

A description of the principal occupation for the past five years and summary of the experience of the directors and officers of the Issuer is as follows:

Kenneth Ellerbeck , age 70, is the Chief Executive Officer and a Director of the Issuer.

Kenneth Ellerbeck is a strategist in the areas of mineral exploration and real estate development and sales. Mr. Ellerbeck possesses experience in the development of private and public companies, and has held various corporate roles including CEO and President. He holds a PMP designation and a Bachelor of Science in Mechanical Engineering from the University of Alberta.

Kenneth Ellerbeck is a Partner and Director of Lacombe Ventures Ltd. (October 3, 2019 to present). He is also an Associate at Colliers International (July 2017 to present), and served as Project Manager at Cando Rail Services from February 2016 to November 2016.

Mr. Ellerbeck has been actively involved in all aspects of resource exploration in the Province of British Columbia since 1980 and recently provided mining property options to Canadian Securities Exchange listed companies, Freeman Gold Corp. and Mongoose Mining.

Mr. Ellerbeck will be working part-time for the Issuer and anticipates devoting approximately 30% of his working time to the Issuer.

Quinn Ellerbeck , age 37, is the Chief Financial Officer, Secretary and a Director of the Issuer.

Quinn Ellerbeck is a strategist in the area of new venture development and is actively involved in the creation of new companies in the natural resources and real estate industries through his consulting company, Lacombe Ventures Ltd. Previously, Mr. Ellerbeck was involved in the development of hightechnology hardware and software products for over 10 years and held senior positions at Intel Corp. and BlackBerry Ltd. He holds an MBA in Finance and a Bachelor of Commerce from the University of British Columbia.

Quinn Ellerbeck is a Partner and Director of Lacombe Ventures Ltd. (October 3, 2019 to present). He is also the Owner and Principal Consultant of Tall Can Interactive Inc. (July 30, 2012 to present), and served as Senior Product Marketing Lead for Intel Corporation from February 29, 2016 to January 1, 2017.

Mr. Ellerbeck will be working part-time for the Issuer and anticipates devoting approximately 30% of his working time to the Issuer.

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Dr. Robert Thompson , age 73, is a Director of the Issuer

Dr. Robert Thompson is a professional geologist and has been actively consulting to the mineral exploration industry since 2008 as President of RIT Minerals Corp. He has previous experience as a public company director with First Americas Gold Corp., was senior geologist for Northern Vertex Mining Corp. and Ruby Red Resources Corp., and acted as technical advisor to Kingsman Resources Inc. and First Americas Gold Corp. He holds a PhD and BSc in Geology from Queen’s University and is a graduate of the SME Enterprise Board Effectiveness Program at the University of Toronto, School of Business.

RIT Minerals Corp., with its partners, have made two base metal discoveries in British Columbia.

Robert Thompson served as President of RIT Minerals (RITM) Corp. from October 1, 2015 to present.

Prior to founding RIT Minerals Corp., Dr. Thompson was a senior research scientist for Geological Survey of Canada from 1974 to 2008, and was responsible for regional geological mapping and resource evaluation programs in British Columbia and Yukon.

Dr. Thompson has been a registered professional engineer with the Association of Professional Engineers and Geoscientists of British Columbia since 1972.

He anticipates devoting 5% of his working time to the Issuer.

3.3 PENALTIES, SANCTIONS AND BANKRUPTCY

Corporate Cease Trade Orders or Bankruptcies

No director, officer, promoter or other member of management of the Issuer has, within the past ten years, been a director, officer or promoter of any other issuer that, while that person was acting in that capacity:

(a) was the subject of a cease trade or similar order or an order that denied the issuer access to any statutory exemptions for a period of more than 30 consecutive days; or
(b) was declared bankrupt or made a voluntary assignment in bankruptcy, made a proposal under any legislation relating to bankruptcy or insolvency or been subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold the assets of that person.

Penalties or Sanctions

No director or executive officer of the Issuer has, within the past ten years, been subject to any penalties or sanctions imposed by a court or by a securities regulatory authority relating to securities legislation or has entered into a settlement agreement with a securities regulatory authority or has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

Personal Bankruptcies

No current or proposed director, officer, or promoter of the Issuer has, within the past ten years, been declared bankrupt or made a voluntary assignment in bankruptcy, made a proposal under any legislation relating to bankruptcy or insolvency or been subject to or instituted any proceedings, arrangement, or

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compromise with creditors or had a receiver, receiver manager, or trustee appointed to hold the assets of that individual.

3.4 LOANS

There are no debentures or loans, between us and our directors, management, promoters, or principal holders.

ITEM 4: CAPITAL STRUCTURE

4.1 SHARE CAPITAL

The following table sets forth the share and loan capital of the Issuer as at the dates below. The table should be read in conjunction with and is qualified in its entirety by the Issuer’s audited financial statements for the year-ended September 30, 2020.


	Number authorized to be issued	Price per security	Outstanding as of the date of this Offering Memorandum	Outstanding after giving effect to the Offering(3)
Common Shares	Unlimited	See note (1)	7,875,000	10,375,000
Options to acquire Common Shares	500,000	$0.10	500,000	500,000
Finder’s Warrants(2)	Unlimited	$0.10	20,650	195,650

Notes:

(1) Shares outstanding as of the date of this Offering Memorandum includes 1,250,000 Common Shares issued upon incorporation for $0.001 per share, 1,250,000 Common shares issued on June 29, 2018 for $0.001 per share, 675,000 Common Shares issued pursuant to prior private placements for $0.02 per share, 3,700,000 Common Shares issued pursuant to prior private placements for $0.05 per share, and 1,000,000 Common Shares issued pursuant to prior private placements for $0.10 per share.
(2) In respect of finder’s fees issued to qualified finders in connection with this Offering. Each Finder’s Warrant is exercisable at $0.10 each for 18 months following the Common Shares of the Issuer being listed and posted for trading on a recognized stock exchange in Canada. For more information regarding the Finder’s Warrants and the number of Finder’s Warrants that the Issuer expects to pay in connection with this Offering, see Item 7 “Compensation Paid to Sellers and Finders”.
(3) As of the date hereof, NVR has received subscriptions for 2,500,000 additional Common Shares issued at $0.10 per share for gross proceeds of $250,000. This transaction has not yet been completed.

Assuming that this Offering is completed hereunder and 3,500,000 Common Shares are purchased pursuant to this Offering, then there will be 10,375,000 Common Shares issued and outstanding. The fully diluted number of Common Shares issued and outstanding will then be 11,070,650, excluding the issuance of Common Shares pursuant to the Property Option Agreement (900,000).

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4.2 LONG TERM DEBT SECURITIES

We have not issued any long-term debt securities.

4.3 PRIOR SALES

The Issuer sold the following amount of Common Shares since incorporation and within 12 months of the date of this Offering Memorandum.

(1) On July 30, 2020, the Issuer completed a shares-for-debt settlement by issuing 1,700,000 Common Shares at a subscription price of $0.05 for each share for proceeds of $85,000. For more information on this issuance, please see Note (3) of the table in Item 3.1.
(2) On July 31, 2020, the Company issued 100,000 common shares at $0.05 per share for proceeds of $5,000.
(3) On August 17, 2020, the Company issued 355,000 common shares at $0.05 per share for proceeds of $17,750.
(4) On August 18, 2020, the Company issued 102,000 common shares at $0.05 per share for proceeds of $5,100.
(5) On August 19, 2020, the Company issued 490,000 common shares at $0.05 per share for proceeds of $24,500.
(6) On August 20, 2020, the Company issued 6,000 common shares at $0.05 per share for proceeds of $300.
(7) On August 21, 2020, the Company issued 47,000 common shares at $0.05 per share for proceeds of $2,350.
(8) On August 23, 2020, the Company issued 2,000 common shares at $0.05 per share for proceeds of $100.
(9) On August 24, 2020, the Company issued 33,000 common shares at $0.05 per share for proceeds of $1,650.
(10) On August 25, 2020, the Company issued 501,000 common shares at $0.05 per share for proceeds of $25,050.
(11) On August 26, 2020, the Company issued 98,000 common shares at $0.05 per share for proceeds of $4,900.
(12) On September 2, 2020, the Company issued 5,000 common shares at $0.05 per share for proceeds of $250.
(13) On September 3, 2020, the Company issued 1,000 common shares at $0.05 per share for proceeds of $50.
(14) On September 8, 2020, the Company issued 6,000 common shares at $0.05 per share for proceeds of $300.

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(15) On September 10, 2020, the Company issued 1,000 common shares at $0.05 per share for proceeds of $50.
(16) On September 23, 2020, the Company issued 253,000 common shares at $0.05 per share for proceeds of $12,650.
(17) On December 31, 2020, the Company issued 1,000,000 common shares at $0.10 per share for proceeds of $100,000.

Options

The Issuer adopted the Stock Option Plan on October 15, 2020 and issued options for 500,000 shares exercisable at $0.10 until October 15, 2025.

ITEM 5: SECURITIES OFFERED

5.1 TERMS OF SECURITIES

As of the date of this Offering Memorandum, 7,875,000 Common Shares are issued and outstanding as fully paid and non-assessable. Holders of Common Shares have full voting rights for the election of directors and for all other purposes whatsoever, have one vote for each Common Share held, and are entitled to be given or to receive notice of and to attend meetings of the shareholders of the Issuer. The holders of the Common Shares shall be entitled to receive, if, as, and when declared by the directors, such dividends as may be declared thereon by the directors from time to time. Holders of Common Shares shall be entitled to receive dividends on the Common Shares exclusive of any other shares of the Issuer. The holders of the Common Shares shall have the right to share rateably, on parity with the holders of shares of all other classes of common shares, in the remaining assets of the Issuer upon any winding-up of the Issuer.

Subscriptions for the Common Shares will be payable in cash against delivery of the share certificates representing the Common Shares. Subscriptions for Common Shares will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice.

5.2 SUBSCRIPTION PROCEDURE

A purchaser can subscribe for the securities being offered by completing the attached Subscription Agreement and Risk Acknowledgment Form and paying the subscription proceeds to the Issuer using a method of payment described above in this Offering Memorandum. Subscription proceeds must be paid to the Issuer by wire transfer, e-transfer, direct deposit or cheque. The Issuer shall hold all subscription proceeds in trust until midnight on the 2nd business day after you sign the agreement to buy the securities.

ITEM 6: INCOME TAX CONSEQUENCES AND RRSP ELIGIBILITY

You should consult your own professional advisers to obtain advice on the income tax consequences that apply to you.

Not all securities are eligible for investment in a registered retirement savings plan (RRSP). You should consult your own professional advisers to obtain advice on the RRSP eligibility of these securities.

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ITEM 7: COMPENSATION PAID TO SELLERS AND FINDERS

We may pay finder’s fees to qualified finders in connection with this Offering. The finder’s fee is expected to be 7% in commission and 7% paid in warrants (“ Finder’s Warrants ”) for those Subscribers introduced by the finder. Each Finder’s Warrant is exercisable at $0.10 each for 18 months following the Common Shares of the Issuer being listed and posted for trading on a recognized stock exchange in Canada. The following table sets out the finder’s fees that the Issuer expects to pay in connection with this Offering:


Finder’s Fee	7% in Warrants
Estimated amounts for Subscribers introduced ($19,565)	195,650 warrants to acquire Common Shares

ITEM 8: RISK FACTORS

An investment in the securities offered hereunder should be considered highly speculative due to the nature of our business and the present stage of development. An investment in the securities should only be made by knowledgeable and sophisticated investors who are willing to risk and can afford the loss of their entire investment. Prospective investors should consult with their professional advisors to assess an investment in the Issuer. In evaluating us and our business, investors should carefully consider, in addition to the other information contained in this Offering Memorandum, the following risk factors. These risk factors are not a definitive list of all risk factors associated with an investment in the Issuer or in connection with our operations.

8.1 INVESTMENT RISKS

High Risk, Speculative Nature of Investment

An investment in the Common Shares carries a high degree of risk and should be considered speculative by purchasers. We have no history of earnings, have limited cash reserves, a limited business history, have not paid dividends, and are unlikely to pay dividends in the immediate or near future. We are in the “startup” phase of our business. Our operations are not sufficiently established such that we can mitigate the risks associated with our planned activities.

No Established Market

There is currently no market through which our securities may be sold and purchasers may not be able to resell the Common Shares purchased under this Offering Memorandum. Even if a market develops, there is no assurance that the price of the Common Shares offered under this Offering Memorandum, will reflect the market price of the Common Shares once a market has developed. There is no assurance that the Company will ever list or that a market will ever develop.

Limited Operating History

We have no history of earnings and very little operating history. There are no known commercial quantities of mineral reserves on the Property. The purpose of the Offering is to raise funds to carry out exploration and, if thought appropriate, development with the objective of establishing economic quantities of mineral reserves. There is no guarantee that economic quantities of mineral reserves will be discovered on any properties optioned by the Issuer in the near future or at all. If we do not generate revenue, we may be

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unable to sustain our operation in which case we may become insolvent and investors may lose their investment.

Liquidity Concerns and Future Financing Requirements

We have no source of operating revenue. It is likely we will operate at a loss until we are able to put a mineral property into production. We may require additional financing in order to fund our businesses or business expansion. Our ability to arrange such financing in the future will depend in part upon prevailing capital market conditions, as well as our business success. There can be no assurance that we will be successful in our efforts to arrange additional financing on terms satisfactory to us, or at all. If additional financing is raised by the issuance of Common Shares from treasury, control of the Issuer may change, and shareholders may suffer additional dilution. If adequate funds are not available, or are not available on acceptable terms, we may not be able to operate our businesses at their maximum potential, to expand, to take advantage of other opportunities, or otherwise remain in business.

Uncertainty of Use of Proceeds

Although we have set out our intended use of proceeds from this Offering, the same are estimates only and subject to change. While management does not contemplate any material variation, management does retain broad discretion in the application of such proceeds. See “Forward Looking Statements” for more details.

Prospect of Dividends

We do not anticipate that any dividends will be paid on our Common Shares in the foreseeable future. As such, investors may not realize a return on their investment.

No Regulatory Authority Review

Purchasers of the Common Shares will not have the benefit of a review of this Offering Memorandum by any regulatory authority.

8.2 ISSUER RISKS

Option to Acquire the Property

We do not own an interest in the Property at this time. Rather, we hold an option to acquire up to a 100% interest in the Property, and as such there is the risk that we (i) will be unable to exercise the option due to lack of funds; (ii) will be unwilling to exercise the option if to do so would be considered not in the best interests of the Issuer at that time; or (iii) will otherwise be in breach of the Property Option Agreement; which in each case could result in the complete loss of any interest in the Project. Failure to exercise the option may have a material adverse effect on our business.

Conflict of Interest

As disclosed above, Ken Ellerbeck is the Owner of the Property under the Property Option Agreement. As such, Ken Ellerbeck has a direct material interest in the Property and the Property Option Agreement. Quinn Ellerbeck, the director and CFO of NVR, is Ken Ellerbeck’s son. No other director or executive officer currently has a conflict of interest with the Issuer.

Substantial Capital Expenditures Required

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Substantial expenditures are required to establish ore reserves through drilling, to develop metallurgical processes to extract metal from the ore and, in the case of new properties, to develop the mining and processing facilities and infrastructure at any site chosen for mining. Although substantial benefits may be derived from the discovery of a major mineralized deposit, no assurance can be given that minerals will be discovered in sufficient quantities to justify commercial operations or that the funds required for development can be obtained on a timely basis. The discovery of mineral deposits is dependent upon a number of factors. The commercial viability of a mineral deposit once discovered is also dependent upon a number of factors, some of which relate to particular attributes of the deposit, such as size, grade and proximity to infrastructure, and some of which are more general factors such as metal prices and government regulations, including environmental protection. Most of these factors are beyond our control. In addition, because of these risks, there is no certainty that the expenditures to be made by us on the exploration of our Property as described herein will result in the discovery of commercial quantities of ore.

Management Experience

Our success is currently largely dependent on the performance of our directors and officers. Our management team has experience in resource exploration and business. The experience of these individuals is a factor that will contribute to our continued success and growth. We will initially be relying on our board members, as well as independent consultants, for certain aspects of our business. The amount of time and expertise expended on our affairs by each of our management team and our directors will vary according to our needs. We do not intend to acquire any key man insurance policies and there is, therefore, a risk that the death or departure of any member of management, our board, or any key employee or consultant, could have a material adverse effect on our future. Investors who are not prepared to rely on our management team should not invest in our securities.

Future Acquisitions

With the net proceeds from the Offering, we will have sufficient financial resources to undertake the surface program on the Property recommended in the Report. Upon the successful completion of this work, we may not have sufficient financial resources to complete further work. There is no assurance that we will be successful in obtaining the required financing or that such financing will be available on terms acceptable to us. Any future financing may also be dilutive to our existing shareholders.

Negative Cash Flow

We have a limited history of operations, and no history of earnings, cash flow or profitability. We have had negative operating cash flow since our date of incorporation, and we will continue to have negative operating cash flow for the foreseeable future. The Property is at the early exploration stage only. We have no source of operating cash flow and no assurance that additional funding will be available for further exploration and development of the Property when required. No assurance can be given that we will ever attain positive cash flow or profitability.

No Estimates of Mineral Deposits

There is no assurance that any estimates of mineral deposits or resources will materialize.

No assurance can be given that if mineralization is ever identified on the Property, it will be developed into a coherent mineralization deposit, or that such deposit will even qualify as a commercially viable and mineable ore body that can be legally and economically exploited. Estimates regarding mineralized deposits can also be affected by many factors such as permitting regulations and requirements, weather,

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environmental factors, unforeseen technical difficulties, unusual or unexpected geological formations and work interruptions. In addition, the grades and tonnages of ore ultimately mined may differ from that indicated by drilling results and other exploration and development work. There can be no assurance that test work and results conducted and recovered in small-scale laboratory tests will be duplicated in largescale tests under on-site conditions. Material changes in mineralized tonnages, grades, dilution and stripping ratios or recovery rates may affect the economic viability of projects. The existence of mineralization or mineralized deposits should not be interpreted as assurances of the future delineation of ore reserves or the profitability of any future operations.

No Commercial Ore Deposits

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

8.3 INDUSTRY RISKS

Speculative Nature of Mineral Exploration

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

Fluctuating Mineral Prices

The mining industry is heavily dependent upon the market price of the metals or minerals being mined or explored for. There is no assurance that, even if commercial quantities of mineral resources are discovered, a profitable market will exist for their sale. There can be no assurance that mineral prices will be such that our properties can be mined at a profit. Factors beyond our control may affect the marketability of any minerals discovered. The prices of base and precious metals have experienced volatile and significant price movements over short periods of time, and are affected by numerous factors beyond our control. The market price of metals and minerals is volatile and beyond our control. Metal prices have fluctuated widely, particularly in recent years. If the price of gold should drop significantly, the economic prospects for the Property could be significantly reduced or rendered uneconomic. There is no assurance that, a profitable market may exist for the sale of products, including concentrates from the Property. Factors beyond our control may affect the marketability of minerals or concentrates produced, including quality issues, impurities, deleterious elements, government regulations, royalties, allowable production and

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regulations regarding the importing and exporting of minerals, the effect of which cannot be accurately predicted.

Fluctuations in base and precious metal prices may adversely affect our financial performance and results of operations. Further, if the market price of applicable metals falls or remains depressed, we may experience losses or asset write-downs and may curtail or suspend some or all of our exploration, development and mining activities.

Exploration and Development

The Property is in the exploration stage and is without a known body of commercial ore and requires extensive expenditures during this exploration stage. See “Description of Mineral Property”. Mineral exploration and development involves a high degree of risk which even a combination of experience, knowledge and careful evaluation may not be able to mitigate. The vast majority of properties which are explored are not ultimately developed into producing mines. There is no assurance that our mineral exploration and development activities will result in any discoveries of commercial bodies of ore. The long-term profitability of our operations will be in part directly related to the cost and success of our exploration programs, which may be affected by a number of factors.

In the event that a significant mineralized zone is identified, detailed environmental impact studies will need to be completed prior to initiation of any advanced exploration or mining activities. There is no guarantee that areas for potential mine waste disposal, heap leach pads, or areas for processing plants will be available within the Property or on the currently controlled surface rights.

Operating Hazards and Risks

Mineral exploration and development involves risks, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Operations in which we have a direct or indirect interest will be subject to hazards and risks normally incidental to exploration, development and production of minerals, any of which could result in work stoppages, damage to or destruction of property, loss of life and environmental damage. We do not currently carry any liability insurance for such risks, electing instead to ensure our contractors have adequate insurance coverage. The nature of these risks is such that liabilities might exceed any insurance policy limits, the liabilities and hazards might not be insurable or we might not elect to insure ourselves against such liabilities due to high premium costs or other factors. Such liabilities may have a materially adverse effect upon our financial condition.

Competition

The mining industry is intensely and increasingly competitive, and we compete for exploration and exploitation properties with many companies possessing greater financial resources and technical facilities than we do. Competition in the mining business could adversely affect our ability to acquire suitable producing properties or prospects for mineral exploration in the future.

Title Matters

To the best of our knowledge, title to the claims comprising the Property is in good standing but there is no guarantee that title to such claims will not be challenged or impugned. The Property may be subject to prior unregistered agreements of transfer or aboriginal land claims, and title may be affected by undetected defects.

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Environmental Risks and Other Regulatory Requirements

Our current or future operations, including exploration or development activities and commencement of production on our properties require permits from various federal and local governmental authorities, and such operations are and will be governed by laws and regulations governing prospecting, development, mining, production, taxes, labour standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. Companies engaged in the development and operation of mines and related facilities generally experience increased costs and delays in production and other schedules as a result of the need to comply with the applicable laws, regulations and permits. There can be no assurance that all permits which we may require for the construction of mining facilities and conduct of mining operations will be obtainable on reasonable terms or that such laws and regulations would not have an adverse effect on any mining project which we might undertake.

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

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

Industry Regulation

We currently operate our business in a regulated industry. There can be no assurances that we may not be negatively affected by changes in the applicable legislation, or by any decisions or orders of any governmental or administrative body or applicable regulatory authority.

Uninsured or Uninsurable Risks

We may become subject to liability for cave-ins, pollution or other hazards against which we cannot insure or against which we may elect not to insure because of high premium costs or for other reasons. The payment of any such liabilities would reduce or eliminate the funds available for exploration and mining activities. Payments of liabilities for which we do not carry insurance may have a material adverse effect on our financial position.

ITEM 9: REPORTING OBLIGATIONS

Under the Business Corporations Act (British Columbia), NVR is required to provide its Shareholders with audited annual financial statements, unless all of the Shareholders, whether or not their shares otherwise carry the right to vote, resolve by a unanimous resolution to waive the annual audit requirement.

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ITEM 10: RESALE RESTRICTIONS

10.1 GENERAL STATEMENT

The Common Shares will be subject to a number of resale restrictions, including a restriction on trading. Until the restriction on trading expires, you will not be able to trade the Common Shares unless you comply with an exemption from the prospectus and registration requirements under Securities legislation.

10.2 RESTRICTED PERIOD

The certificates representing the Common Shares will be subject to and bear a restrictive legend in substantially the following form:

Unless permitted under securities legislation, you cannot trade the Common Shares before the date that is 4 months and a day after the date North Valley Resources Ltd. becomes a reporting issuer in any province or territory of Canada.

ITEM 11: PURCHASER’S RIGHTS

If you purchase these securities you will have certain rights, some of which are described below. For information about your rights you should consult a lawyer.

Two Day Cancellation Right

You can cancel your agreement to purchase these securities. To do so, you must send a notice to us by midnight on the 2nd business day after you sign the Subscription Agreement to buy the securities.

Statutory Rights of Action in the Event of a Misrepresentation

Securities legislation in certain of the provinces and territories of Canada provides purchasers with a statutory right of action for damages or rescission in cases where an offering memorandum or any amendment thereto contains an untrue statement of a material fact or omits to state a material fact that is required to be stated or is necessary to make any statement contained therein not misleading in light of the circumstances in which it was made (a “ misrepresentation ”). These rights, or notice with respect thereto, must be exercised or delivered, as the case may be, by purchasers within the time limits prescribed and are subject to the defences and limitations contained under the applicable securities legislation.

The following summaries are subject to the express provisions of the securities legislation applicable in each of the provinces and territories of Canada and the regulations, rules and policy statements thereunder. Purchasers should refer to the securities legislation applicable in their province or territory along with the regulations, rules and policy statements thereunder for the complete text of these provisions or should consult with their legal advisor. The statutory rights of action described in this Offering Memorandum are in addition to and without derogation from any other right or remedy that purchasers may have at law.

Rights of Purchasers in British Columbia

If you are a resident of British Columbia, under the Securities Act (British Columbia) (the “ BCSA ”), if there is a misrepresentation in this Offering Memorandum as defined in the BCSA, you have a statutory right to sue:

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(a) the Issuer to cancel your Subscription Agreement to buy these Common Shares, or
(b) for damages against the Issuer, every Person who was a director at the date of this Offering Memorandum and every other Person who signed this Offering Memorandum; provided, however, that if you elect to sue the Issuer to cancel your Subscription Agreement, you will have no right to sue the aforementioned persons for damages.

The BCSA provides various defences to the Issuer and Persons that you have a right to sue. In particular, they have a defence if:

(a) they prove that the purchaser had knowledge of the misrepresentation;
(b) they prove that the Offering Memorandum was delivered to purchasers without the person's knowledge or consent and that, on becoming aware of its delivery, the person gave written notice to the Issuer that it was sent without the person's knowledge or consent;
(c) they prove that on becoming aware of the misrepresentation in the Offering Memorandum, the person withdrew the person's consent to the Offering Memorandum and gave written notice to the Issuer of the withdrawal and the reason for it; or
(d) with respect to any part of the Offering Memorandum purporting to be made on the authority of an expert, or to be a copy of, or an extract from, a report, opinion or statement of an expert, the person or company proves that the person or company had no reasonable grounds to believe and did not believe that: (i) there had been a misrepresentation; or (ii) the relevant part of the Offering Memorandum: (A) did not fairly represent the report, opinion or statement of the expert; or (B) was not a fair copy of, or an extract from, the report, opinion or statement of the expert.

In addition, a person is not liable for damages with respect to any part of the Offering Memorandum not purporting to be made on the authority of an expert, or to be a copy of, or an extract from, a report, opinion or statement of an expert, unless the person failed to conduct a reasonable investigation to provide reasonable grounds for a belief that there had been no misrepresentation or believed there had been a misrepresentation.

In the case of an action for damages, the defendant is not liable for all or any part of the damages that the defendant proves do not represent the depreciation in value of the security resulting from the misrepresentation. The amount recoverable by a plaintiff in any action for misrepresentation must not exceed the price at which the Common Shares were offered under the Offering Memorandum.

Rights of Purchasers in Alberta

If you are a resident of Alberta, under the Securities Act (Alberta) (the “ ASA ”) if there is a misrepresentation in this Offering Memorandum as defined in the ASA, you have a statutory right to sue:

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(a) the Issuer to cancel your Subscription Agreement to buy these Common Shares, or
(b) for damages against the Issuer, every Person who was a director at the date of this Offering Memorandum and every other Person who signed this Offering Memorandum; provided, however, that if you elect to sue the Issuer to cancel your subscription, you will have no right to sue the aforementioned persons for damages.

The ASA provides various defences available to the Issuer and Persons that you have a right to sue. In particular, they have a defence if:

(a) they prove that the purchaser purchased the Common Shares with knowledge of the misrepresentation;
(b) they prove that the Offering Memorandum was sent to the purchaser without the person's or company's knowledge or consent and that, on becoming aware of its being sent, the person or company promptly gave reasonable notice to the Executive Director (as such term is defined in the ASA) and the Issuer that it was sent without the knowledge and consent of the person or company;
(c) they prove that the person or company, on becoming aware of the misrepresentation in the Offering Memorandum, withdrew the person's or company's consent to the Offering Memorandum and gave reasonable notice to the Executive Director (as such term is defined in the ASA) and the Issuer of the withdrawal and the reason for it;
(d) with respect to any part of the Offering Memorandum purporting to be made on the authority of an expert or purporting to be a copy of, or an extract from, a report, opinion or statement of an expert, the person or company proves that the person or company did not have any reasonable grounds to believe and did not believe that: (i) there had been a misrepresentation; or (ii) the relevant part of the Offering Memorandum: (A) did not fairly represent the report, opinion or statement of the expert; or (B) was not a fair copy of, or an extract from, the report, opinion or statement of the expert; or
(e) with respect to any part of the document not purporting to be made on the authority of an expert and not purporting to be a copy of, or an extract from, a report, opinion or statement of an expert, after conducting a reasonable investigation, the person or company had no reasonable grounds to believe, and did not believe, that there was a misrepresentation.

In the case of an action for damages, the defendant is not liable for all or any part of the damages that the defendant proves do not represent the depreciation in value of the security as a result of the misrepresentation. In no case will the amount recoverable in any action exceed the price at which the Common Shares were offered under the Offering Memorandum.

Rights of Purchasers in Ontario

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If you are a resident of Ontario, under the Securities Act (Ontario) (the “ OSA ”), if this Offering Memorandum contains a misrepresentation, a purchaser who purchases Common Shares offered by this Offering Memorandum during the period of distribution has the following statutory rights:

(a) the purchaser has a right of action for damages against the Issuer and a selling security holder on whose behalf the distribution is made, or
(b) where the purchaser purchased the Common Shares from a Person or the Issuer referred to in clause (a), the purchaser may elect to exercise a right of rescission against the Person or the Issuer, in which case the purchaser shall have no right of action for damages against such person or the Issuer.

The OSA provides various defences to the persons or companies that you have a right to sue. In particular, they have a defence if they prove that the purchaser purchased the security with knowledge of the misrepresentation.

The rights referred to in (a) and (b) described above do not apply where this Offering Memorandum is delivered to a prospective purchaser in connection with a distribution made in reliance on the exemption from the prospectus requirement in section 73.3 of the OSA (the “accredited investor exemption”) if the purchaser is:

(a) a Canadian financial institution, meaning either:
(i) an association governed by the Cooperative Credit Associations Act (Canada) or a central cooperative credit society for which an order has been made under that Act; or
(ii) a bank, loan corporation, issuer company, issuer corporation, insurance company, treasury branch, credit union, caisse populaire, financial services corporation, or league that, in each case, is authorized by an enactment of Canada or a jurisdiction of Canada to carry on business in Canada or a jurisdiction of Canada;
(b) a Schedule III bank, meaning an authorized foreign bank named in Schedule III of the Bank Act (Canada);
(c) the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada); or
(d) a subsidiary of any of the foregoing, if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by the directors of the subsidiary.

The Issuer and the selling security holders, if any, will not be liable for a misrepresentation in “forward looking information”, as such term is defined under applicable Canadian securities laws, if they prove that:

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(a) the Offering Memorandum contains, proximate to the forward looking information, reasonable cautionary language identifying the forward looking information as such, and identifying material factors that could cause actual results to differ materially from a conclusion, forecast or projection set out in the forward looking information, and a statement of material factors or assumptions that were applied in drawing a conclusion or making a forecast or projection set out in the forward looking information; and
(b) the Issuer had a reasonable basis for drawing the conclusions or making the forecasts and projections set out in the forward-looking information.

The Issuer and the selling security holders, if any, will not be liable for all or any portion of damages that they prove do not represent the depreciation in value of the Common Shares as a result of the misrepresentation relied upon. In no case shall the amount recoverable exceed the price at which the Common Shares were offered.

Rights of Purchasers in Nova Scotia

If you are a resident of Nova Scotia, under the Securities Act (Nova Scotia) (the “ NSSA ”), if this Offering Memorandum or any “advertising or sales literature” (as such term is defined in the NSSA) contains a misrepresentation, you have a statutory right to sue:

(a) the Issuer to cancel your Subscription Agreement to buy the Common Shares while you are still an owner of the Common Shares, or
(b) for damages against the Issuer, any selling security holder on whose behalf the distribution is made, every Person who was a director at the date of this Offering Memorandum and every other Person who signed this Offering Memorandum; provided, however, that if you elect to sue the Issuer to cancel your Subscription Agreement, you will have no right to sue the aforementioned persons for damages.

This statutory right to sue is available to you whether or not you relied on the misrepresentation. If you intend to rely on the rights described in (a) or (b) above, you must do so within strict time limitations. You must commence your action to cancel the Subscription Agreement within the earliest of (i) 180 days after the date of the transaction that gave rise to the cause of action, and (ii) 120 days after the date on which payment was made for the Common Shares or after the date on which the initial payment for the Common Shares was made where payments subsequent to the initial payment are made pursuant to a contractual commitment assumed prior to, or concurrently with, the initial payment. You must commence your action for damages within the earlier of (i) 180 days after the date that you first had knowledge of the facts giving rise to the cause of action, and (ii) three years of the date of the transaction that gave rise to the cause of action.

The NSSA provides various defences to the persons or companies that you have a right to sue. In particular, they have a defence if:

(a) they prove that the purchaser purchased the security with knowledge of the misrepresentation;
(b) they prove that the Offering Memorandum or any amendment thereto was sent or delivered to the purchaser without the person's or company's knowledge or consent and that, after becoming aware that it was sent, the person or company promptly gave written notice to the Issuer that it was sent without the person's or company's knowledge and consent and

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that, on becoming aware of its delivery, the person or company gave reasonable general notice that it was delivered without the person's or company's knowledge or consent;

(c) they prove that after delivery of the Offering Memorandum or any amendment thereto and before the purchase of the Common Shares by the purchaser, on becoming aware of any misrepresentation in the Offering Memorandum or amendment thereto the person or company withdrew the person's or company's consent to the Offering Memorandum or any amendment thereto, and gave reasonable general notice of the withdrawal and the reason for it;
(d) with respect to any part of the Offering Memorandum or any amendment thereto purporting (i) to be made on the authority of an expert; or (ii) to be a copy of, or an extract from, a report, an opinion or a statement of an expert, the person or company had no reasonable grounds to believe and did not believe that (A) there had been a misrepresentation; or (B) the relevant part of the Offering Memorandum or any amendment thereto did not fairly represent the report, opinion or statement of the expert, or was not a fair copy of, or an extract from, the report, opinion or statement of the expert; or
(e) with respect to any part of the Offering Memorandum not purporting to be made on the authority of an expert and not purporting to be a copy of, or an extract from, a report, opinion or statement of an expert, unless the person or company (i) did not conduct an investigation sufficient to provide reasonable grounds for a belief that there had been no misrepresentation; or (ii) believed there had been a misrepresentation.

In the case of an action for damages, the defendant is not liable for all or any part of the damages that the defendant proves do not represent the depreciation in value of the security as a result of the misrepresentation. In no case will the amount recoverable in any action exceed the price at which the Common Shares were offered under the Offering Memorandum or amendment thereto.

Rights of Purchasers in New Brunswick

If you are a resident of New Brunswick, under the Securities Act (New Brunswick) (the “ NBSA ”), if there is a misrepresentation in this Offering Memorandum, you have a statutory right to sue:

(a) the Issuer or any selling security holder on whose behalf the distribution is made, as applicable, to cancel your Subscription Agreement, or
(b) for damages against the Issuer, any selling security holder on whose behalf the distribution is made, every Person who was a director at the date of this Offering Memorandum and every other Person who signed this Offering Memorandum.

The NBSA provides various defences to the persons or companies that you have a right to sue. In particular, they have a defence if:

(a) they prove that the purchaser purchased the security with knowledge of the misrepresentation;

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(b) they prove that the Offering Memorandum was sent to the purchaser without the person's or company's knowledge or consent and that, after becoming aware that it was sent, the person or company promptly gave written notice to the Issuer that it was sent without the person's or company's knowledge or consent;
(c) they prove that after becoming aware of the misrepresentation, the person or company withdrew the person's or company's consent to the Offering Memorandum and gave written notice to the Issuer of the withdrawal and the reason for the withdrawal;
(d) with respect to any part of the Offering Memorandum purporting to be made on the authority of an expert or purporting to be a copy of, or an extract from, a report, opinion or statement of an expert, the person or company proves that the person or company had no reasonable grounds to believe and did not believe that there had been a misrepresentation or that the part of the Offering Memorandum did not fairly represent the report, opinion or statement of the expert or was not a fair copy of, or extract from, the report, opinion or statement of the expert; or
(e) with respect to any part of an Offering Memorandum not purporting to be made on the authority of an expert and not purporting to be a copy of, or an extract from, a report, opinion or statement of an expert unless the person (i) failed to conduct such reasonable investigation as to provide reasonable grounds for a belief that there had been no misrepresentation, or (ii) believed that there had been a misrepresentation.

In the case of an action for damages, the defendant is not liable for all or any part of the damages that the defendant proves do not represent the depreciation in value of the security as a result of the misrepresentation. In no case will the amount recoverable in any action exceed the price at which the Common Shares were offered under the Offering Memorandum.

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