Quri-Mayu Developments Ltd.

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

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This Prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and only by persons authorized to sell such securities.

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 any state securities laws and may not be offered or sold in the United States except in compliance with exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws. Accordingly, the securities will only be offered or sold within the United States pursuant to available exemptions from the registration requirements under the U.S. Securities Act and in compliance with applicable state securities laws. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the Common Shares offered hereby in the United States.

PRELIMINARY PROSPECTUS

Initial Public Offering

November 18, 2021

C$650,000

6,500,000 Common Shares at a price of $0.10 per Common Share

This preliminary Prospectus (the " Prospectus ") qualifies the distribution (the " Offering ") by Quri-Mayu Developments Ltd. (the " Company ") of an aggregate of 6,500,000 Common Shares in the capital of the Company (the " Offered Shares ") to be issued and sold at a price of $0.10 per Offered Share (the " Offering Price "), pursuant to the terms of an agency agreement dated as of [⚫], 2021 (the " Agency Agreement "), between the Company and PI Financial Corp. (the " Agent "). The Offering will remain open until the date that is 90 days after a receipt is issued for the final Prospectus, unless an amendment to the final Prospectus is filed and the principal regulator has issued a receipt for the amendment, in which case, the Offering must cease within 90 days after the date of the receipt for the amendment to the final Prospectus. In any event, the Offering must cease at the latest 180 days from the date of the receipt for the final Prospectus. If the Offering is not complete within the distribution period, all subscription funds will be returned to subscribers by the Agent, without interest or deduction. The Offering will not be completed and no subscription funds will be advanced to the Company unless and until the Offering of $650,000 has been raised.

Price: C$0.10 per Offered Share

	Price to Public (1)	Agent's Fees (2)(3)(4)	Proceeds to the Company (5)
Per Offered Share	$0.10	$0.006	$0.094
Total Offering	$650,000	$39,000	$611,000

(1) The Offering Price was determined by negotiation between the Company and the Agent in accordance with the policies of the TSXV.

(2) Pursuant to the Agency Agreement, the Company has agreed to pay to the Agent a cash commission of 6% of the gross proceeds of the Offering (the " Agent's Fee "). In addition to the Agent's Fee, the Agent will receive that number of options (the " Compensation Options ") as is equal to 6% of the aggregate number of Offered Shares sold pursuant to the Offering, each entitling the Agent to purchase one Common Share of the Company at a price of $0.10 per Common Share (the " Compensation Option Shares ") for a period of 36 months following the date (the " Listing Date ") the common shares are listed on the TSX Venture Exchange (the " TSXV "). This Prospectus also qualifies the distribution of the Compensation Options.

(3) The Agent will also receive a corporate finance fee (the " Corporate Finance Fee ") consisting of $25,000 plus GST.

(4) The Company will also pay the Agent's expenses incurred in connection with the Offering, including reasonable fees and disbursements of Agent's legal counsel whether or not the Offering is completed. See "Plan of Distribution".

(5) Before deducting the Corporate Finance Fee and other expenses of the Offering payable by the Company estimated at $95,031 in aggregate. The remainder of the Corporate Finance Fee (being $12,500 plus GST) and the other expenses of the Offering will be paid from the proceeds of this Offering .

The following table sets out the number of securities issuable to the Agent:

Agents' Position	Maximum Size or Number of Securities Issuable	Exercise Period	Exercise Price
Compensation Options	390,000 Compensation Option Shares	36 months following Listing Date	$0.10
Total securities issuable to the Agent	390,000 Compensation Option Shares	N/A	N/A

As at the date of this Prospectus, the Company does not have any of its securities listed or quoted, has not applied to list or quote any of its securities, and does not intend to apply to list or quote any of its securities, on the Toronto Stock Exchange, Aequitas NEO Exchange Inc., a U.S. marketplace, or a marketplace outside Canada and the United States of America, other than the Alternative Investment Market of the London Stock Exchange or the PLUS Markets operated by PLUS Markets Group plc.

Unless the context otherwise requires, references to "Common Shares" means all the common shares of the Company. The terms of the Offering were determined by negotiation between the Company and the Agent in accordance with the policies of the TSXV. See " Plan of Distribution ".

The Company has applied to list its Common Shares on the TSX Venture Exchange (the " TSXV "). The TSXV has not approved the listing of the Common Shares. Listing will be subject to the Company fulfilling all of the listing requirements of the TSXV. There is no guarantee that the TSXV will provide approval for the listing of the Common Shares.

The Offering is not underwritten or guaranteed by any person or agent. The Agent, as agent of the Company, conditionally offers the Offered Shares for sale on a "commercially reasonable efforts" basis as and when issued by the Company, in accordance with the terms and conditions contained in the Agency Agreement and subject to the approval or certain legal matters by DuMoulin Black LLP, Vancouver, British Columbia, and as to tax matters by Thorsteinssons LLP, Vancouver, British Columbia, in each case, on behalf of the Company and by MLT Aikins LLP, on behalf of the Agent.

Subscriptions will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice. Other than in certain limited circumstances, it is anticipated that the Offered Shares will be delivered electronically through the non-certificated inventory system of CDS Clearing and Depository Services (" CDS "). A purchase of Offered Shares will receive only a customer confirmation from the registered dealer that is a CDS participant and from or through which the Offered Shares were purchased. Closing of the Offering will occur on such date or dates that the Company and the Agent mutually agree to close the Offering, provided such date is not later than the date that is 90 days after issuance of a receipt for the final Prospectus or, if a receipt has been issued for an amendment to the final Prospectus, 90 days after issuance of such receipt, and in any event not later than 180 days after issuance of a receipt for the final Prospectus (the " Closing Date "). See " Plan of Distribution ".

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

An investment in the Offered Shares is highly speculative and involves a high degree of risk due to the nature of the Company's business and stage of development. The Offering is suitable only to those investors who are

iii

prepared to risk the loss of their entire investment. In reviewing this Prospectus, prospective investors should carefully consider the matters described under the heading " Risk Factors ".

Prospective investors are advised to consult their own tax advisors regarding the application of Canadian federal income tax laws to their particular circumstances, as well as any other provincial, foreign and other tax consequences of acquiring, holding, or disposing of the Offered Shares including the Canadian federal income tax consequences applicable to a foreign controlled Canadian company that acquires Offered Shares.

The Company's head office is located at Suite 1000-1285 West Pender Street, Vancouver, British Columbia, V6E 4B1 and its registered and records office is located at 10th Floor, 595 Howe Street, Vancouver, British Columbia, V6C 2T5.

PI FINANCIAL CORP.

1900 - 666 Burrard Street Vancouver, BC, V6C 3N1 Tel: 604 664 2900 Fax: 604 664 266

GLOSSARY OF DEFINED TERMS ...................................................................................................................................... 4 GLOSSARY OF GEOLOGICAL AND SCIENTIFIC TERMS .................................................................................................... 6 ABOUT THIS PROSPECTUS ............................................................................................................................................. 7 CURRENCY ..................................................................................................................................................................... 7 CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION AND STATEMENTS ......................................... 7 ELIGIBILITY FOR INVESTMENT ....................................................................................................................................... 8 PROSPECTUS SUMMARY ............................................................................................................................................... 9 The Company ........................................................................................................................................................ 9 The Offering .......................................................................................................................................................... 9 Selected Financial Information ............................................................................................................................. 9 Use of Proceeds .................................................................................................................................................. 10 Risk Factors ......................................................................................................................................................... 10 CORPORATE STRUCTURE ............................................................................................................................................. 11 Name, Address and Incorporation ...................................................................................................................... 11 Intercorporate Relationships .............................................................................................................................. 11 GENERAL DESCRIPTION OF THE BUSINESS .................................................................................................................. 11 Business of the Company .................................................................................................................................... 11 DETAILS OF THE AT PROPERTY .................................................................................................................................... 14 Property Description, Location and Access ......................................................................................................... 14 History ................................................................................................................................................................. 17 Geological Setting, Mineralization and Deposit Types ........................................................................................ 18 Exploration .......................................................................................................................................................... 26 Drilling ................................................................................................................................................................. 26 Sampling, Analysis and Data Verification ............................................................................................................ 26 Mineral Processing and Metallurgical Testing .................................................................................................... 30 Mineral Resource and Mineral Reserve Estimates ............................................................................................. 30 Exploration, Development and Production ......................................................................................................... 30 Bankruptcy and Similar Procedures .................................................................................................................... 31 Material Restructuring Transactions ................................................................................................................... 31 DILUTION ..................................................................................................................................................................... 31 RISK FACTORS .............................................................................................................................................................. 31 Negative Operating Cash Flow and Dependence on Third Party Financing ........................................................ 32 Reliance on Limited Number of Properties ......................................................................................................... 33 Uncertainty of Additional Financing ................................................................................................................... 33 Limited Operating History ................................................................................................................................... 33 No Known Mineral Resources or Reserves ......................................................................................................... 33 Aboriginal Title and Consultation Issues ............................................................................................................. 34 Exploration Risks ................................................................................................................................................. 34 Reliance upon Key Management and Other Personnel ...................................................................................... 34 Title to Properties ............................................................................................................................................... 34 Impact of COVID-19 ............................................................................................................................................ 35 Uninsurable Risks ................................................................................................................................................ 35 Conflicts of Interest ............................................................................................................................................. 35 Permits and Licenses ........................................................................................................................................... 36 Environmental and Other Regulatory Requirements ......................................................................................... 36 Competition ........................................................................................................................................................ 36 Dilution ................................................................................................................................................................ 36 Volatility of Share Price ....................................................................................................................................... 37 USE OF PROCEEDS AND AVAILABLE FUNDS ................................................................................................................. 37 Funds Available ................................................................................................................................................... 37

Use of Proceeds .................................................................................................................................................. 37 Business Objectives and Milestones ................................................................................................................... 38 Impact of COVID-19 ............................................................................................................................................ 38 Unallocated Funds .............................................................................................................................................. 38 Negative Operating Cash Flow ............................................................................................................................ 39 DIVIDENDS OR DISTRIBUTIONS ................................................................................................................................... 39 SELECTED FINANCIAL INFORMATION .......................................................................................................................... 39 MANAGEMENT'S DISCUSSION AND ANALYSIS ............................................................................................................ 39 DESCRIPTION OF THE SECURITIES DISTRIBUTED ......................................................................................................... 40 CONSOLIDATED CAPITALIZATION ................................................................................................................................ 40 OPTIONS AND OTHER RIGHTS TO PURCHASE SECURITIES .......................................................................................... 41 Stock Options ...................................................................................................................................................... 41 PRIOR SALES................................................................................................................................................................. 43 ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTION ON TRANSFER ......................... 43 Escrowed Securities ............................................................................................................................................ 43 Seed Share Resale Restrictions ........................................................................................................................... 45 PRINCIPAL SHAREHOLDERS ......................................................................................................................................... 45 DIRECTORS, EXECUTIVE OFFICERS AND PROMOTERS ................................................................................................. 45 Name, Occupation, and Security Holdings .......................................................................................................... 45 Director and Officer Biographies......................................................................................................................... 46 Share Ownership by Directors and Executive Officers ........................................................................................ 48 Cease Trade Orders or Bankruptcies ................................................................................................................... 48 Personal Bankruptcies ......................................................................................................................................... 49 Penalties or Sanctions ......................................................................................................................................... 49 Conflict of Interests ............................................................................................................................................. 49 EXECUTIVE COMPENSATION ....................................................................................................................................... 49 Compensation, Excluding Options and Compensation Securities ...................................................................... 50 Director Compensation ....................................................................................................................................... 50 External Management Companies ...................................................................................................................... 50 Stock Options and Other Compensation Securities ............................................................................................ 50 Stock Option Plans and Other Incentive Plans .................................................................................................... 50 Employment, Consulting and Management Agreements ................................................................................... 51 Oversight and Description of Director and Named Executive Officer Compensation ........................................ 51 Pension Plan Benefits .......................................................................................................................................... 51 INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS ......................................................................................... 51 AUDIT COMMITTEE INFORMATION ............................................................................................................................. 51 Audit Committee Charter .................................................................................................................................... 52 Composition of Audit Committee ....................................................................................................................... 52 Relevant Education and Experience .................................................................................................................... 52 Pre-Approval Policies and Procedures ................................................................................................................ 53 External Auditor Service Fees ............................................................................................................................. 53 Exemption ........................................................................................................................................................... 53 CORPORATE GOVERNANCE DISCLOSURE .................................................................................................................... 53 Mandate of the Board ......................................................................................................................................... 54 Director Independence ....................................................................................................................................... 54 Other Directorships ............................................................................................................................................. 55 Orientation and Continuing Education ............................................................................................................... 55 Ethical Business Conduct .................................................................................................................................... 55 Nomination of Directors ..................................................................................................................................... 55 Compensation ..................................................................................................................................................... 56 Other Board Committees .................................................................................................................................... 56 Assessments ........................................................................................................................................................ 56 PLAN OF DISTRIBUTION ............................................................................................................................................... 56

iii

PROMOTERS ................................................................................................................................................................ 58 LEGAL PROCEEDINGS AND REGULATORY ACTIONS ..................................................................................................... 58 INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS ............................................................... 58 AUDITORS, TRANSFER AGENT AND REGISTRARS......................................................................................................... 58 MATERIAL CONTRACTS ................................................................................................................................................ 59 INTEREST OF EXPERTS.................................................................................................................................................. 59 OTHER MATERIAL FACT ............................................................................................................................................... 59 STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION ........................................................................................... 60 Audited Financial Statements for the Fiscal Periods Ended October 31, 2019 and 2020 ................... A-1 Management's Discussion and Analysis for the Fiscal Periods Ended October 31, 2019 and 2020... B-1 Unaudited Financial Statements for the Nine months ended July 31, 2021 ...................................... C-1 Management's Discussion and Analysis for the Nine months ended July 31, 2021 ........................... D-1 Audit Committee Charter .................................................................................................................... E-1 Description of the AT Property ............................................................................................................. F-1

GLOSSARY OF DEFINED TERMS

"affiliate"	A company is an "affiliate" of another company if: (a) one of them is the subsidiary of the
	other; or (b) each of them is controlled by the same Person.
	A company is "controlled" by a Person if: (a) voting securities of the company are held,
	other than by way of security only, by or for the benefit of that Person; and (b) the voting
	securities, if voted, entitle the Person to elect a majority of the directors of the company.
	A Person beneficially owns securities that are beneficially owned by: (a) a company
	controlled by that Person; or (b) an affiliate of that Person or an affiliate of any company
	controlled by that Person.
"Agency Agreement"	The agency agreement dated [●], 2021, between the Company and the Agent.
"Agent"	PI Financial Corp.
"Agent's Fee"	The cash commission payable to the Agent, representing an aggregate of 6% of gross
	proceeds of the Offering.
"AT Property" or the	A mineral claim property situated in the Chilcotin region of the Clinton Mining Division
"Property"	within south central British Columbia and 190 km west-southwest of the town of Williams
	Lake, consisting of 4 claims totaling 3,440.7 hectares, as more fully described in Appendix
	"F" hereto.
"Author"	David G. Mark, P.Geo, author of the Technical Report.
"Avalon SPA"	The share purchase agreement dated October 30, 2020, between the Company, Avalon
	and the then shareholders of Avalon.
"Avalon"	1200164 B.C. Ltd. (dba Avalon West Acquisitions).
"BCBCA"	The_Business Corporations Act,_S.B.C. 2002, c. 57, including the regulations thereunder,
	as amended.
"Board"	The board of directors of the Company as it may be constituted from time to time.
"Commissions"	Collectively, the British Columbia Securities Commission and the Alberta Securities
	Commission.
"Common Shares"	The common shares in the capital of the Company.
"Company"	Quri-Mayu Developments Ltd., a British Columbia Company incorporated under the
	BCBCA on November 28, 2017.
"Compensation Option	The Common Shares issuable upon exercise of the Compensation Options.
Shares"
"Compensation Options"	The options to be issued to the Agent as partial consideration for acting as agent in the
	Offering. Each Compensation Option will entitle the holder to purchase one Common
	Share at a price of $0.10 at any time prior to 4:30 p.m. (Vancouver time) on the date that
	is 36 months following the Listing Date.

"Corporate Finance Fee"	The corporate finance fee consisting of $25,000 plus GST payable to the Agent.
"Escrow Agent"	The Transfer Agent.
"Escrow Agreement"	The escrow agreement dated the Listing Date among the Company, the Escrow Agent
	and the holders of the Escrowed Securities.
“Escrowed Securities”	has the meaning ascribed to it under “Escrowed Securities - NP 46-201 Escrow”.
"Final Exchange Bulletin"	The bulletin issued by the TSXV following the closing of the Offering.
"Listing Date"	The date of the bulletin issued by the TSXV evidencing final TSXV acceptance of the
	application for Listing.
"Listing"	The listing of the Common Shares on the TSXV.
"NI 41-101"	National Instrument 41-101 –General Prospectus Requirements.
"NI 43-101"	National Instrument 43-101 –Standards of Disclosure for Mineral Projects.
"NI 52-110"	National Instrument 52-110 –Audit Committees.
"NP 46-201"	National Policy 46-201 –Escrow for Initial Public Offering.
"Numberco"	1169783 B.C. Ltd.
"Offering Price"	$0.10 per Common Share.
"Offering"	The Company's initial public offering of 6,500,000 Common Shares at a price of $0.10 per
	Offered Share for gross proceeds of $650,000.
"Option Agreement"	The option agreement dated September 14, 2020, between Avalon and the Optionors.
"Optionors"	Ron Fisher and George Nicholson
"Person"	A company or individual.
"promoter"	"promoter" has the meaning specified in section 1(1) of the_Securities Act_(British
	Columbia).
"Royalty"	The 2.5% net smelter return royalty on the AT Property.
"SEDAR"	The System for Electronic Document Analysis and Retrieval.
"Stock Option Plan"	The stock option plan of the Company as approved by the Board on November 18, as
	amended from time to time.
"Technical Report"	The independent NI 43-101 compliant technical report dated February 18, 2021, entitled
	"NI 43-101 Technical Report (Geological/Geophysical Summary) on the AT Property,
	Ottarasko Mountain, Tatla Lake Area, Clinton MD, BC" prepared by David G. Mark, P.Geo.
"Transfer Agent"	National Securities Administrations Ltd.

"TSXV" or the "Exchange"

TSX Venture Exchange.

GLOSSARY OF GEOLOGICAL AND SCIENTIFIC TERMS

AAS	Atomic absorption spectroscopy.
Ag	Silver.
As	Arsenic.
Au	Gold.
cm	Centimeter.
Co	Cobalt.
Cr	Chromium.
Cu	Copper.
g	Gram.
gpt	Grams per tonne, equivalent to ppm.
Hg	Mercury.
ICP	Inductively coupled plasma.
kg	Kilogram.
km	Kilometre.
m	Metre.
mm	Millimetre.
NAD	North American Datum.
Ni	Nickel.
Ma	Million years.
opt	ounces per ton.
Pb	Lead.
Pd	Palladium.
Pt	Platinum.
PGE	platinum group elements.
ppb	Parts per billion.
ppm	Parts per million, equivalent to grams per tonne.
QA/QC	Quality Assurance/Quality Control.
UAV	Unmanned aerial vehicle.
UTM	Univer.

ABOUT THIS PROSPECTUS

Prospective purchasers of Offered Shares should rely only on the information contained in this Prospectus. The Company has not authorized anyone to provide investors with additional or different information. The information contained in this Prospectus is accurate only as of the date of this Prospectus on the date indicated, regardless of the time of delivery of this Prospectus or any sale of the Offered Shares.

Neither the Company nor the Agent are offering to sell the Offered Shares in any jurisdiction where the offer of sale of such securities is not permitted. For investors outside of Canada, neither the Company nor the Agent has done anything that would permit the Offering or possession or distribution of this Prospectus in any jurisdiction where action for that purpose is required, other than in Canada. Investors are required to inform themselves about, and to observe any restrictions relating to, the Offering and the possession or distribution of this Prospectus.

Capitalized terms, except as otherwise defined herein, are defined in the section entitled "Glossary of Defined Terms" or "Glossary of Geological and Scientific Terms".

CURRENCY

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

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION AND STATEMENTS

This Prospectus contains "forward-looking information" and "forward-looking statements" within the meaning of applicable Canadian securities legislation and United States securities legislation. Forward-looking information and statements include, but are not limited to, statements with respect to the timing and closing of the Offering, the satisfaction of conditions to closing of the Offering, including the receipt, in a timely manner, of regulatory and other required approvals, the proposed use of proceeds of the Offering, expectations regarding the potential mineralization and geological merits of the AT Property, exploration program cost estimates, the planned exploration activities, future financings, the future price of metals and minerals and requirements for additional capital. Generally, forward-looking information and statements can be identified by the use of forward-looking terminology such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes", or the negative connotation thereof or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved" or the negative connotation thereof.

Forward-looking information and statements are based on the then current expectations, beliefs, assumptions, estimates and forecasts about the Company's business and the industry and markets in which it operates. In making the forward-looking statements and providing the forward-looking information included in this Prospectus, the Company has made various assumptions, including, among others, the price of metals and minerals, anticipated cost of planned exploration activities, that general business and economic conditions will not change in a material adverse manner, that financing will be available if and when needed on reasonable terms, that the Company's current exploration activities and other corporate activities will proceed as expected, that third party contractors, equipment and supplies and governmental and other approvals required to conduct the Company's planned exploration activities will be available on reasonable terms and in a timely manner. Although management believes that these assumptions are reasonable, they may prove to be incorrect.

In addition, there are other important factors that could cause actual results, performances or achievements to differ materially from those in the forward-looking information or statements including risks related to, among others, the Company's limited operating history, negative cash flow, lack of adequate capital, liquidity concerns and dependence on third party financing, uncertainty of additional funding, no known mineral reserves or mineral resources, forfeiture of the Company's option on the AT Property, potential dilution and market price of Common Shares and other factors discussed below under "Risk Factors".

Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information or statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended.

There can be no assurance that such information or statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information or statements. Accordingly, readers should not place undue reliance on forward-looking information or statements. The forward-looking information and statements contained in this Prospectus are made as of the date of this Prospectus. The Company does not undertake to update any forward-looking information or statements, except in accordance with applicable securities laws.

All of the forward-looking statements contained in this Prospectus are expressly qualified by the foregoing cautionary statements. Prospective investors should read this entire Prospectus and consult their own professional advisors to assess the income tax, legal, risk factors and other aspects of their investment.

ELIGIBILITY FOR INVESTMENT

In the opinion of Thorsteinssons LLP, special Canadian tax counsel to the Company, based on the provisions of the Income Tax Act (Canada) (the " Tax Act ") and the regulations to the Tax Act in force on the date hereof, provided the Offered Shares are listed on a "designated stock exchange" (as such term is defined in the Tax Act and which currently includes the TSXV) or the Company is otherwise a "public company" (as such term is defined in the Tax Act) at the particular time, the Offered Shares will at that time be "qualified investments" under the Tax Act for trusts governed by registered retirement savings plans (" RRSPs "), registered retirement income funds (" RRIFs "), deferred profit sharing plans, registered education savings plans (" RESPs "), registered disability savings plans (" RDSPs ") or tax-free savings accounts (" TFSAs " and collectively the " Tax Deferred Plans "). Prospective holders that intend to hold Offered Shares in a Tax Deferred Plan should consult their own tax advisors regarding whether such securities are a "qualified investment" at the relevant time for such Tax Deferred Plan.

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

Notwithstanding that the Offered Shares may be a qualified investment for a TFSA, RRSP, RRIF, RDSP or RESP (a " Registered Plan "), the holder of the TFSA or the RDSP, the subscriber of the RESP or annuitant of the RRSP or RRIF (as the case may be) will be subject to a penalty tax as set out in the Tax Act if the Offered Shares are a "prohibited investment" for the purposes of the Tax Act. The Offered Shares will be a "prohibited investment" if the holder of the TFSA or the RDSP, the subscriber of the RESP or annuitant of the RRSP or RRIF (as the case may be): (i) does not deal at arm's length with the Company for purposes of the Tax Act; or (ii) has a "significant interest" (within the meaning of the Tax Act) in the Company. In addition, the Offered Shares will not be a "prohibited investment", if the Offered Shares are "excluded property", as defined in the Tax Act, for a Registered Plan. Prospective holders, subscribers and annuitants that intend to hold Offered Shares in a Registered Plan should consult their own tax advisors with respect to whether the Offered Shares would be a "prohibited investment" as defined in the Tax Act.

PROSPECTUS SUMMARY

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

The Company

The Company was incorporated under the BCBCA on November 28, 2017, under the name "Quri-Mayu Ventures Ltd." On August 13, 2018, the Company changed its name to "Quri-Mayu Developments Ltd." The Company's head office is located at Suite 1000-1285 West Pender Street, Vancouver, British Columbia, V6E 4B1 and its registered and records office is located at 10th Floor, 595 Howe Street, Vancouver, British Columbia, V6C 2T5. The Company's fiscal year-end is October 31.

The Company is a reporting issuer in the provinces of British Columbia and Alberta as a result of the Arrangement (as defined herein). See " General Description of the Business". The Common Shares are not listed or posted for trading on any stock exchange. The Company intends to apply, concurrent with the filing of this Prospectus, to list its Common Shares on the TSXV. Listing will be subject to the Company fulfilling all of the listing requirements of the TSXV.

The Company is a mineral exploration Company and its principal business is the acquisition and exploration of mineral properties, with a focus on British Columbia, Canada. Further to its principal business, the Company entered into the Option Agreement pursuant to which it is entitled to earn an undivided 100% interest in the AT Property, subject to the Royalty. The Company's material property is the AT Property, situated in the Chilcotin region of the Clinton Mining Division within south central British Columbia 190 km west-southwest of the town of Williams Lake. It presently consists of 4 claims totaling 3,440.7 hectares.

The Offering

This Prospectus qualifies the distribution of 6,500,000 Offered Shares at a price of $0.10 per Offered Share in the Provinces of British Columbia and Alberta and 390,000 Compensation Options payable to the Agent.

PI Financial Corp. has been appointed to act as the Company's exclusive agent pursuant to the Agency Agreement to conduct the Offering on a commercially reasonable efforts basis and will be paid the Agent's Fee from the sale of the Common Shares sold pursuant to the Offering.

See " Description of the Securities Offered " and " Plan of Distribution ".

Selected Financial Information

The table below summarizes selected financial data for the years ended October 31, 2019, and 2020 (audited) and the nine months ended July 31, 2021 (unaudited), and should be read in conjunction with the Financial Statements and MD&A that are included elsewhere in this Prospectus. See " Selected Financial Information " and " Management's Discussion and Analysis ".

Financialpositions	Nine Months Ended July 31, 2021(2)	Year Ended October 31, 2020(1)	Year Ended October 31, 2019(1)
Current assets	$644,234	$865,027	$93,813
Exploration and evaluation assets(net)	$860,994	$775,018	Nil
Total assets	$1,550,056	$1,640,045	$93,813
Current Liabilities	$642,397	$648,609	$569,637
Long-Term Financial Liabilities	Nil	Nil	Nil

Financial results	Nine Months Ended	Year Ended October 31,	Year Ended October 31, 2019(2)
	July 31, 2021(2)	2020(2)
Loss and comprehensive loss	$(116,499)	$(151,121)	$(759,248)
Lossper share – basic and diluted	(0.00)	(0.01)	$(0.05)
Weighted average and fully diluted common shares outstanding	35,790,589	20,538,798	15,089,600
Notes:

(1) Unaudited.

(2) Audited.

Use of Proceeds

The Company's working capital as at October 31, 2021, was $(79,802). The gross proceeds to the Company (from the sale of the Common Shares offered hereby) will be $650,000. The total funds available to the Company at the closing of the Offering, after deducting the estimated remaining expenses of the Offering of $95,031, the Agent's Fee of $39,000 and the amount owing on account of the Corporate Finance Fee of $12,500 plus GST of $625, and including the Company's working capital as at October 31, 2021, of $(79,802), are estimated to be $423,042.

The total available funds of approximately $465,035 are intended to be used as follows:

Principal Purpose	Amount(1)
Complete initial explorationprogram, as recommended in Technical Report(2)	$215,000
Payments under the Option Agreement due within the next 12 months	$21,500
Provide sufficient fundingto meet administrative costs for 12 months(3)	$79,933
General workingcapital to fund ongoingoperations	$106,609
Total	$423,042
Notes:

(1) See "Use of Proceeds" for more information. The Company intends to spend the funds available to it as stated in the Prospectus. There may be circumstances, however, where for sound business reasons a reallocation of funds may be necessary.

(2) See "General Description of the Business - Business of the Company" and "General Description of the Business - Details of the AT Property" below for a summary of the work to be undertaken, a breakdown of the estimated costs and the nature of title to, or the Company's interest in, the AT Property.

(3) The estimated general and administrative costs for the next 12 months are as follows:

Office & Administration	$35,086
Professional Fees (legal & audit)	$20,139
Salaries & Consultants	$22,208
Investor Relations and Communications	$2,500
Total G&A	$79,933

Risk Factors

The activities of the Company are subject to risks inherent in the mining industry as well as the risks normally encountered in a newly established business, including but not limited to: limited operating history, negative cash flow, lack of adequate capital, liquidity concerns, and future financing requirements to sustain operations, lack of adequate capital, dependence on third party financing, uncertainty of additional funding, no known mineral reserves or mineral resources, potential forfeiture of the Option Agreement, potential dilution and market price of Common Shares and other factors discussed below under "Risk Factors". An investment in the Offered Shares is suitable only for those knowledgeable and sophisticated investors who are willing to risk a loss of their entire investment. Investors should consult with their professional advisors to assess an investment in the Offered Shares.

There is currently no public market for the Offered Shares and there can be no assurance that an active market for the Offered Shares will develop or be sustained after the Closing. The value of the Offered Shares is subject to volatility in market trends and conditions generally, notwithstanding any potential success of the Company in creating revenues, cash flows or earnings. See " Dilution " and " Risk Factors ".

CORPORATE STRUCTURE

Name, Address and Incorporation

The Company was incorporated under the BCBCA on November 28, 2017, under the name "Quri-Mayu Ventures Ltd." On August 13, 2018, the Company changed its name to "Quri-Mayu Developments Ltd." and the Company's head office is located at Suite 1000-1285 West Pender Street, Vancouver, British Columbia, V6E 4B1 and its registered and records office is located at 10th Floor, 595 Howe Street, Vancouver, British Columbia, V6C 2T5. The Company's fiscal year-end is October 31.

Intercorporate Relationships

The Company currently has two wholly-owned subsidiaries. Set forth below is a table below showing for each subsidiary, the company name, statute and jurisdiction of incorporation, date of incorporation and the percentage of voting securities owned by the Company.

	Date of Incorporation	Statue and Jurisdiction of	Ownership
Subsidiary Name		Incorporation	interest %
1200164 B.C. Ltd. (dba Avalon West Acquisitions)	March 6, 2019	British Columbia, BCBCA	100%
1169783 B.C. Ltd.	June 27,2018	British Columbia,BCBCA	100%

GENERAL DESCRIPTION OF THE BUSINESS

Business of the Company

The Company's material property is the AT Property, situated in the Chilcotin region of the Clinton Mining Division within south central British Columbia 190 km west-southwest of the town of Williams Lake. It presently consists of 4 claims totaling 3,440.7 hectares.

On February 9, 2018, the Company entered into an arrangement agreement (the " Arrangement Agreement ") with EVI Global Group Developments Corp. (" EVI "), Polarity Minerals Corp., EVI Ventures Corp. (formerly, 1151588 B.C. Ltd.,) Evolution Global Financial Corp. (formerly, 1151589 B.C. Ltd.), and Quri Resources Ltd. (" QRR "). The Arrangement Agreement was further amended on March 7, 2018, whereby 1155176 B.C. Ltd. replaced QRR as party to the Arrangement Agreement. Pursuant to the Arrangement Agreement and the accompanying Plan of Arrangement, EVI spun-out to each of the other foregoing parties, assets of EVI in exchange for the distribution of common shares to EVI shareholders (the " Arrangement ").

The Arrangement received EVI shareholder approval on March 2, 2018, and final court approval from the British Columbia Supreme Court under Part 9, Division 5 of the BCBCA on March 9, 2018. Under the Arrangement, the effective date for the Arrangement could be set separately as between EVI and each of the other parties to the Arrangement. The effective date for the Arrangement with the Company was October 3, 2018, and thereafter, as a result of the completion of the Arrangement, the Company became a reporting issuer in British Columbia and Alberta.

In connection with the Arrangement and amongst other things, EVI transferred and assigned to the Company all of its rights and interest in an assignment agreement dated January 31, 2018, and related letter of intent dated January 8, 2018, for the Marca mineral project located in Peru and $1,000 cash held by EVI in exchange for the issuance of 855,400 Common Shares issued to EVI shareholders of record as of April 12, 2018, on a pro rata basis and based on

a conversion factor of 1:20, who were entitled to receive shares pursuant to the Arrangement. As of the date of this Prospectus, the Company no longer holds an interest in the Marca mineral project located in Peru.

Since incorporation, the Company has taken the following steps to develop its business:

recruited directors and officers with the skills required to operate a publicly listed mineral exploration company;
assessed various mineral projects for acquisition by the Company and ultimately acquired Avalon on October 30, 2020 (as described below under the heading " The Avalon Acquisition "), which is party to the Option Agreement (as described below under the heading " The Option Agreement ");
raised aggregate gross proceeds of $1,076,964 through the sale of Common Shares to finance the Company's business to date, and to cover the costs associated with the Offering; and
engaged the Agent to assist the Company in making an application for listing on the TSXV, and to complete the Offering.

The Option Agreement

The claims comprising the AT Property are owned 50% by Ron Fisher (" Fisher ") of Kelowna, British Columbia and 50% by George Nicholson (collectively, the " Optionors ") of Langley, British Columbia.

Avalon has entered into an arm's length option agreement dated September 14, 2020 (the " Option Agreement "), with the Optionors, pursuant to which Avalon was granted an option (the " Option ") to acquire 100% undivided right, title and interest in and to the AT Property, subject to the Royalty (as defined below).

Avalon will be deemed to have exercised the Option by incurring certain expenditures on the AT Property, making certain cash payments to the Optionors and issuing Common Shares to the Optionors, as follows:

(a) Avalon paying an aggregate sum of $260,000 to the Optionors as follows:
(i) $10,000 upon signing of the Option Agreement (such payment was made on September 14, 2020, by the Company, on behalf of Avalon) and
(ii) 10% of exploration costs on the AT Property up to a maximum of $250,000, to be paid to the Optionors within 90 days of completion of the applicable work program;
(b) The issuance of 300,000 Common Shares to the Optionors upon either Avalon or a successor or affiliate achieving a public listing where the Property is the "Qualifying Property" as such term is defined in the TSXV policies.

It is the intention of the Company to, on behalf of Avalon, issue to the Optionors an aggregate of 300,000 Common Shares (subject to adjustment in accordance with the Option Agreement) upon the Common Shares becoming listed for trading on the TSXV, where the AT property is the "Qualifying Property" as such term is defined in the TSXV policies.

Additionally, upon the receipt of a positive feasibility decision in respect of a feasibility report filed with respect to the AT Property and drafted in accordance with NI 43-101 rules, the Company, on behalf of Avalon, will issue to the Optionors an aggregate of 1,200,000 Common Shares, in accordance with the terms of the Option Agreement.

Following the exercise of the Option, the Optionors retained the Royalty over the AT Property, provided that Avalon may repurchase 1% of the Royalty at any time in consideration for the issuance to the Options by the Company, on behalf of Avalon, of that number of Common Shares being equal to an aggregate value of $4,000,000, as follows: (a)

0.5% of the Royalty may be acquired by the issuance of that number of Common Shares having an aggregate value of $1,000,000; and (b) 0.5% of the Royalty may be acquired by the issuance of that number of Common Shares, having an aggregate value of $3,000,000. Additionally, pursuant to the Option Agreement, the Company, on behalf of Avalon, will pay to the Optionors an advance Royalty in the amount of $10,000 per year commencing annually after the seventh anniversary of the Listing Date.

Avalon, at its sole election, shall have the right to manage and operate its work programs in connection with exercising the Option and all such work programs shall be in the sole discretion of the Avalon. Avalon is under no obligation to incur any exploration expenditures on the AT Property.

If either Avalon or the Optionors or any of its affiliates stakes, acquires or acquires an interest, by option or joint venture, in a mineral claims or any other form of mineral tenure (the " AOI Tenure ") located wholly or partly in an area within five kilometres from any portion of the AT Property, the acquiring party shall give notice to the other party of such staking or acquisition, the costs thereof and all details in its possession with respect to the nature of the AOI Tenure and the known mineralization thereon. Upon delivery of such notice, the other party may elect by notice to the acquiring party to require that such AOI Tenure be included in and thereafter form part of the AT Property.

The Option shall terminate at any time, by Avalon giving thirty days notice of such termination to the Optionors and if Avalon has failed to provide the consideration required pursuant to the Option Agreement, upon the Optionors giving thirty days' notice of such default to Avalon. If the Option is terminated, Avalon will, among other things:

(a) deliver to the Optionors within 90 days of such termination, all drill core, copies of all reports, maps, assay results and other relevant technical data compiled by, prepared at the direction of, or in the possession of Avalon with respect to the AT Property and not theretofore furnished to the Optionors;
(b) perform all reclamation work as is deemed by the District Inspector of Mines to be necessary related solely to any work the Avalon performs on the AT Property; and
(c) have the right, within a period of 180 days following the end of the Option, to remove from the AT Property all buildings, plant, equipment, machinery, tools, appliances and supplies which have been brought upon the AT Property by or on behalf of the Avalon, and any such property not removed within such 180-day period shall thereafter become the property of the Optionors. Any such property remaining on the AT Property after the 180-day period may, at the Optionors discretion, be removed by the Optionors and the costs incurred in such removal may be charged to the Avalon.

As of the date hereof, the Company, on behalf of Avalon, has expended an aggregate sum of $23,998 on the AT Property.

History

The Numberco Acquisition

On February 2, 2019, the Company entered into a share purchase and sale agreement (the " Numberco SPA ") with Numberco and the then current shareholders of Numberco (the " Numberco Vendors "), pursuant to which the Company acquired all of the issued and outstanding shares of Numberco in consideration for the issuance to the Numberco Vendors of an aggregate of 5,065,020 Common Shares. The issuance of Common Shares was made on a 1:1 and pro-rata basis pursuant to the shareholdings of the Numberco Vendors in Numberco at the time the Numberco SPA was entered into. Each Common Share issued in connection with the Numberco Acquisition was issued at a deemed price of $0.10. Pursuant to the Numberco Acquisition, the Company acquired an option agreement over the Keaper property located in British Columbia. As of the date of this Prospectus, the Company no longer holders the option over the Keaper property.

The Avalon Acquisition

On October 30, 2020, the Company entered into the Avalon SPA with Avalon and the then current shareholders of Avalon (collectively, the "Vendors" ). Pursuant to the Avalon SPA, the Company purchased from the Vendors all of the issued and outstanding shares of Avalon (the " Avalon Acquisition ") in consideration for:

(a) the issuance to the Vendors of an aggregate of 8,050,000 Common Shares on a 1:1 and pro-rata basis pursuant to the shareholdings of the Vendors in Avalon at the time the Avalon SPA was entered into; and
(b) the issuance of an additional 50,000 Common Shares to certain holders of special warrants of Avalon that were automatically converted into common shares of Avalon prior to the closing of the Avalon Acquisition.

Each Common Share issued in connection with the Avalon Acquisition was issued at a deemed price of $0.10.

Debt Settlements

On October 17, 2018, the Company issued 1,170,000 Common Shares at a price of $0.005 per Common Share and 80,000 Common Shares at a price of $0.02 per Common Share for the settlement of debts owing by the Company for past services and monies paid on behalf of the Company.

On January 22, 2019, the Company issued 2,000,000 Common Shares at a price of $0.005 per Common Share and 10,325,700 Common Shares at a price of $0.02 per Common Share for the settlement of debts owing by the Company.

Financings

On September 11, 2020, October 9, 2020, October 16, 2020, and October 30, 2020, the Company completed four tranches of a non-brokered private placement (the " 2020 Private Placement ") pursuant to which the Company issued an aggregate of 8,130,000 Common Shares at a price of $0.10 per Common Share for gross proceeds of $813,000.

On June 18, 2021, the Company completed a non-brokered private placement (the " 2021 Private Placement ") pursuant to which the Company issued an aggregate of 400,000 Common Shares at a price of $0.10 per Common Share for gross proceeds of $40,000.

DETAILS OF THE AT PROPERTY

Information of a scientific or technical nature in respect of the AT Property in this Prospectus is derived from the Technical Report.

For readers to fully understand the technical information in this Prospectus, they should read the Technical Report (available on SEDAR at www.sedar.com under the Company's profile) in its entirety, including all qualifications, assumptions and exclusions that relate to the technical information set out in this Prospectus. The Technical Report is intended to be read as a whole, and sections should not be read or relied upon out of context.

Property Description, Location and Access

Description and Location

The AT Property is situated in the Clinton Mining Division within southwestern British Columbia, 45 kilometres south of the small community of Tatla Lake and 190 kilometres west-southwest of the town of Williams Lake, which is the main supply center for the area. The AT Property is located on NTS mapsheets 92N/07 and 92N/10 (TRIM mapsheets

92N.047 and 92N.057) centering at a latitude of 51˚29'45" N and longitude 124˚41'44" W (Figures 1 and 2 below). The correlating UTM NAD 83 coordinates are 382300 easting and 5706330 northing within zone 10.

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Figure 1
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Figure 2

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The AT Property presently consists of 4 claims totaling 3,440.7352 hectares, whose names and tenure numbers are given in table below. The claim area is rectangular in shape and is 8.8 kilometres in an east-west direction by 6.7 kilometers in a north-south direction. The AT Property has not been legally surveyed.

Claim Name	Tenure Number	Type	Claim Owner(1)	Expiry Date	Area (ha)
AT 2	1055631	Mineral	Optionors	May18,2024	724.187
AT 5	1055922	Mineral	Optionors	May 18, 2024	684.119
AT 6	1056238	Mineral	Optionors	May 18, 2024	1,227.35
AT 7	1056240	Mineral	Optionors	May 18, 2024	805.075
TOTAL					3,440.735

(1) The AT Property is owned 50% by Fisher, and 50% by Nicholson (collectively referred to herein as the Optionors).

Access

Access to the AT Property is best by a 12-minute helicopter ride from the heliport located at the south side of Bluff Lake which is 25 km to the north of the AT Property. The heliport is owned and operated by White Saddle Air Services. It is accessed by vehicle from Williams Lake by travelling westerly on Highway 20 (Chilcotin-Bella Coola Highway) for 220 km to within one km of the community of Tatla Lake, and then turning southerly and travelling for 25 km to the heliport. The heliport can also be accessed by small aircraft to a 600-meter-long gravel airstrip that is located adjacent to the heliport.

Company's Interest

The Company's interested in the AT Property is held through its wholly-owned subsidiary, Avalon. The AT Property is owned 50% by Fisher, and 50% by Nicholson. Avalon has entered into the Option Agreement with the Optionors, pursuant to which, Avalon was granted the Option to acquire 100% undivided right, title and interest in and to the AT Property, subject to the Royalty, by incurring certain expenditures on the AT Property, making certain cash payments to the Optionors and issuing Common Shares to the Optionors. See " General Description of the Business – Business of the Company – The Option Agreement."

Exploration Work Required

Exploration work must be carried out on the AT Property in order to keep the claims in good standing and to retain ownership. When this work is applied to the claims and filed with the British Columbia Government, it is termed "assessment work". The assessment work required for the AT Property, which consists of 3,440.735 hectares, is as follows:

$5/hectare/year for a total of $17,204/year until October 18, 2019;
$10/hectare/year for a total of $34,408/year until October 18, 2021;
$15/hectare/year for a total of $51,612/year until October 18, 2023; and
$20/hectare/year for a total of $68,815/year for every year thereafter.

For applying assessment work past the AT Property due date of May 18, 2024, $68,815 per year must be spent on the AT Property in order to keep it in good standing with the British Columbia government.

There are no annual minimum or maximum exploration expenditures on the AT Property except to keep the claims in good standing with the British Columbia government. To the Author's knowledge, the AT Property area is not subject to any environmental liability. The Author does not foresee any significant factors and risks that may affect access, title, or the right or ability to perform work on the AT Property.

History

The following discusses the history prior to the current staking of the claims in 2017. Work on the AT Property after the claims were staked is discussed under heading " Details of the AT Property - Exploration ".

1983 During the summer of 1983, Louis Berniolles ("Berniolles") found a mineralized boulder train trending westsouthwest from the south-facing glacier of Mount Ottarasko. The mineralization was mostly disseminated chalcopyrite hosted in a medium-to-dark grey igneous rock. Berniolles reported that it contained approximately 1.5% copper, with anomalous quantities of nickel and cobalt. It was obvious to him that the source of the mineralized boulder train was just to the east, and therefore, the following year in 1984, he staked his AT 2 claim.
1987 Little work was done on the AT Property until 1987 when Berniolles carried out an exploration program. The exploration crew consisted of three men who established a 1.3-kilometer baseline and collected 18 rock samples. This included samples from outcrop and high-grade float samples within the glacial debris (Assessment Report 16688). This program uncovered three types of mineralization:
Zones of magmatic segregations within the intrusive. This mineralization is of the copper-nickel-cobalt type with values ranging up to 1.0% Cu, 0.4% Ni and 0.1% Co. Also present were Ag-Pt-Pd.
Veins or zones of pyritization and alteration situated at or near the intrusive contact. This includes all the quartz carbonate veins which are rooted in the batholith, as well as several quartz or calcite veins and pyritized structures situated very close to the contact. These are essentially barren, apart from their iron content.
Veins or structures within the intruded volcanic series, situated at same distance from the contact. These showed some values in copper that are up to 0.7%.

The original AT 3 and AT 4 claims were staked in July 1987 by Berniolles as western and northwestern extensions of the historic AT 2 claim. The claims were located primarily on Triassic volcanics underlain by the Coast Batholith. At the southern end of the group the batholith had actually been uncovered by glacial action. Exploration was concentrated in the northern sector which is now part of the newly acquired AT 3 and AT 4 claims. Minor prospecting was also conducted along the lower, western portion of the AT 2 claim block with a total of ten rock samples collected. Prospecting discovered two float samples with massive sulphides within an ultramafic unit and many large quartz-carbonate veins. The float came from the local cliff face (Assessment Report 18022). Several of the located float samples showed good mineralization and need to be followed to their source.

1998 In 1998, Blackhorn Gold Mines Ltd. acquired the claims as part of their larger claim group collectively named the Niut Range Property (Assessment Report 25551). A total of 22 rock samples were collected in the AT 2 claim area. Of these, only samples collected from the sulphide-rich zones within the gabbroic to dioritic stock contained anomalous values of copper, nickel and cobalt. Samples of the mineralized ultramafic dykes or layers contained up to 1,988 ppm copper, 1,657 ppm nickel and 285 ppm cobalt. Samples from the gossanous, pyrite rich xenoliths have lower metal concentrations with values up to 335 ppm copper, 65 ppm nickel and 34 ppm cobalt. Gold results for all the samples were low and no assays were performed for palladium or platinum.

Geological Setting, Mineralization and Deposit Types

Regional Geology

The AT Property is situated at the boundary between the Coast Plutonic Complex (" CPC ") and the Intermontane superterrane of the Cordillera of British Columbia. The Intermontane rocks here are Paleozoic to Mesozoic stratified volcanic and sedimentary rocks of the Stikine terrane volcanic arc, and locally some younger overlap assemblages (Rusmore and Woodsworth, 2011). The CPC is a magmatic arc of Jurassic to Tertiary intrusive rocks that stitch together Stikine terrane with terranes further outboard. A central gneiss belt in the CPC marks the locus of deformation in the magmatic arc and associated with this are fold and thrust belts as well as major transcurrent shear zones, a function of plate interactions and docking of successive terranes in the Cordillera. The regionally occurring units as described below were mapped by Rusmore and Woodswoth (1994) in the Mount Queen Bess (NTS 92N/07) map sheet, covering the AT Property area. Lithological descriptions are grouped into the stratified rocks of Stikine terrane and the intrusive and related rocks of the CPC.

Stratified Rocks

The oldest stratified rocks in the region are upper Triassic maroon and green, basaltic to andesitic volcanic breccia, commonly augite-phyric; and lesser volcanogenic sandstone, massive greenstone and rare carbonate of the informally named Mt. Moore formation (Rusmore and Woodsworth, 1994). These lie south of the AT Property. Upper Triassic (Lower Norian) units of maroon and green tuffaceous shale and lapilli tuff; and limestone with subordinate limy shale occur along the Homathko River southeast of the AT Property and may be correlative with Mt. Moore formation. Upper Triassic Mosley formation (informal name) outcrops just north of the AT Property on NTS 92 N/10 and comprises red and grey volcaniclastic sandstone, red siltstone and minor limestone. Stratigraphically younger, lower Cretaceous Cloud Drifter formation (informal name) comprises sandstone, siltstone and minor conglomerate. The sandstone commonly contains detrital hornblende, and the conglomerate is dominated by clasts of felsic and intermediate volcanic rocks, and quartzose granitoid rocks (Rusmore and Woodsworth, 1994). This unit outcrops at the northwest and southeast margins of the AT Property.

The informally named Ottarasko formation occurs northwest of the AT Property, is upper Jurassic to lower Cretaceous in age, and comprises green volcanic breccia and tuffs, rare flows, and minor siltstone and shale. The volcanic rocks are dacite and andesite with subordinate, but locally significant, rhyolite and basalt; poorly sorted and poorly stratified, and metamorphosed from greenschist to amphibolite facies (Rusmore and Woodsworth, 1994). This unit also makes up much of the highly imbricated, thrusted and folded rocks on Ottarasko Mountain. Lower

Cretaceous (Albian) Taylor Creek Group outcrops north of the AT Property on NTS 92 N/10. It is composed of siliciclastic sediments and rare felsic tuff. Upper Cretaceous andesitic to basaltic breccias, tuffs and flows also outcrop to the north (Powell Creek Formation equivalents). They are commonly hornblende and plagioclase-phyric and are metamorphosed to sub-greenschist facies.

The foregoing stratified rocks likely represent a true stratigraphic sequence but are structurally juxtaposed by faults in the AT Property area. This is particularly well displayed in the imbricated zone on Ottarasko Mountain.

Intrusive Rocks

The oldest intrusive rocks are the Late Jurassic Homathko Peak tonalite (154-160 Ma). This unit ranges from tonalite to quartz diorite, is unfoliated to weakly foliated, and metamorphosed to greenschist facies. Late Cretaceous orthogneiss (87.3 +/- 0.3 Ma) is tonalitic, with biotite >= hornblende. Accessory titanite and epidote are conspicuous. This unit was emplaced during regional deformation and metamorphism, and generally lacks secondary alteration. This gneiss is part of the central gneiss belt of the CPC.

Late Cretaceous to Early Tertiary (68.2 +/- 0.2 Ma) tonalite, quartz diorite, and granodiorite are post-deformational and post-metamorphic, and these intrusions are of the most interest on the AT Property. Biotite dominates over hornblende as the mafic mineral. Titanite and epidote are locally common. The intrusions are foliated or weakly foliated, and generally lack secondary alteration. Rusmore and Woodsworth (1994) did not mention mafic and ultramafic phases of these intrusions, but they are present on the AT Property. Berniolles (1987) found ultramafic rocks south of Ottarasko Mountain and Kasper (1998) mapped ultramafic phases of a post deformational, postmetamorphic (Late Cretaceous to Early Tertiary) pluton. It is this mafic-ultramafic intrusive rock that is the focus of exploration on the AT Property. Rusmore and Woodsworth (1994) mapped the Doran Creek pluton west of Mount Queen Bess. This unit is quartz diorite to tonalite and generally shows compositional layering and weak foliation. The age was assumed to be Late Cretaceous to Early Tertiary but the relationship with other units was not determined. The youngest intrusion (63 Ma) is the large Tiedemann pluton lying southwest of the AT Property. This early Tertiary body of diorite, tonalite and lesser quartz diorite is unfoliated and displays no secondary alteration. Of mafic minerals, biotite is greater or equal to hornblende in abundance.

Property Geology

The AT Property is rugged and highly glaciated. Morrainal deposits, talus and colluvium cover much of the ground. The high peak and ridges of Ottarasko Mountain, just north of the AT Property, is dominated by strained and deformed volcanic and sedimentary outcrops. The lower slopes are covered in talus and colluvium. Intrusive rocks are exposed dominantly on the lowest southern and southeastern slopes of Ottarasko Mountain, in the valley bottoms, and at the toes of receding icefields.

The AT Property lies between Ottarasko Mountain and Sleepwalker Peak, and to the west of Nude Creek. The claims cover a large part of a northeast-trending, Late Cretaceous to Early Tertiary granodiorite to tonalite pluton, dated at 68 Ma (Rusmore and Woodsworth, 1988). This intrusive is post-metamorphic and post-deformational; crosscutting the interleaved thrust fault slices that make up Ottarasko Mountain. The intrusive rocks were recognized by Berniolles (1987, 1988) to include mafic to ultramafic phases. Kasper (1998) mapped out these phases in the central part of the AT 2 claim, outlining: ultramafic to gabbro, gabbro to diorite, diorite, and undifferentiated granodiorite to tonalite phases of the intrusion. These phases were mapped as roughly concentric shells near the northwest border of the exposed pluton. Kasper (1998) noted a younger, finer grained phase of diorite that intruded the older coarser grained dioritegabbro. Ultramafic layers within the intrusive were described by Kasper (1998) as dykes or possibly layers.

There are also presumed Tertiary aged dykes that cut the ultramafic rocks. These are described variously as hornblende porphyries, and felsic to diabase dykes by Kasper (1998). Kasper (1998) also noted ultramafic dykes to cut the deformed sedimentary and volcanic sequences in the northwest part of the AT Property.

North-trending faults offset the ultramafic rocks in the core of the AT 2 claim. West of Ottarasko Mountain, and in the extreme western part of the AT Property, a Late Cretaceous tonalitic orthogneiss, part of the central gneiss belt, is thrust over fault slices of Cloud Drifter formation clastic sedimentary rocks and volcanic dominated Ottaraskoformation, the latter forming much of the massif of Ottarasko Mountain (Rusmore and Woodsworth, 1988). Thin, highly deformed and at least partly fault-bounded, limestone to limy shale beds outcropping west and south of the peak of Ottarasko Mountain are likely part of Ottarasko formation. These rocks outcrop along the northwest edge of the AT Property on the AT 2 claim. Along the south and southeast margins of the AT Property (AT 6 and AT 7 claims), sedimentary rocks of Cloud Drifter formation outcrop on the north slopes of Sleepwalker Peak and to the east.

Mineralization

The main mineralization of interest on the AT Property is nickel-copper sulphides +/- platinum group elements (PGE). The BC MINFILE lists the main showing area as the AT 2 showing (BC MINFILE # 092N 048) as is shown on the claim map and two geology maps, Figures 2 (above), 3 (below), and 4 (below), respectively.

Figure 3

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Figure 4

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In addition, the AT Property mineralization, as described below, is best shown on the AT Property Mineralization Map being Figure 5 below.

Figure 5

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In 1983, L. Berniolles discovered a boulder train of mineralized igneous rocks, containing Cu-Ni-Co minerals with values up to 1.5% Cu (Berniolles, 1987). Follow-up on this boulder train led to the recognition of ultramafic phases in the poorly exposed, 68 Ma, post-deformational pluton southeast of Ottarasko Mountain. Berniolles (1987) then discovered two zones of massive sulphide mineralization, each exposed on a cliff face over 5-10 square metres, and consisting of pyrite, pyrrhotite, chalcopyrite, pentlandite and unspecified associated cobalt minerals. These were interpreted as magmatic segregations in the mafic-ultramafic intrusive. Analysis of samples (numbers AT2-87-14 and 15) yielded up to 0.50% Cu, 0.41% Ni and 0.14% Co (Berniolles, 1987). Anomalous gold (95 ppb), silver (0.8 ppm), platinum (40 ppb) and palladium (65 ppb) were also recorded from these samples. However, given their position, these outcrops were not thought to be the source of the original boulder train of interest.

A second sample from the boulder train material (AT2-87-4) yielded 150 ppb Pt, 100 ppb Pd, 1.08% Cu and 0.19% Ni (Berniolles, 1987). Further samples were taken from ultramafic rock (AT2-87-3; 97 ppm Cu, 443 ppm Ni, 79 ppm Co) and an adjacent pyritic alteration zone (AT-2-87-2; 646 ppm Cu, 113 ppm Co; Berniolles, 1987). The host and nature of the alteration was not specified, but Pt and Pd were below detection limit. Berniolles (1987) sampled a quartz float boulder from the northwest part of the current AT 2 claim that assayed 0.73% Cu. Quartz carbonate veins within the intrusive rocks, where sampled, were largely barren.

Further sampling of the intrusive pluton by Berniolles (1988) yielded more anomalous results. Sampling of float material from a nearby source (cliff face) about 1,100 m southwest of the main ultramafic occurrences (on or near the north side of the present AT 5 claim) yielded 3.08% Cu, 1,697 Ni, 644 ppm Co, 60 ppb Au, 110 ppb Pt and 60 ppb Pd from hornblende diorite with massive sulphide inclusions (sample AT34-87-19). 400 meters to the southwest, a

sample (AT34-87-26) of ultramafic rock with sulphide inclusions to several cm across assayed 5,653 ppm Cu, 1,291 ppm Ni, 163 ppm Co. The sample was described as float with a nearby source, in a northwest-trending canyon assumed to host a fault structure. The occurrence of these anomalous sulphide-bearing mafic-ultramafic rocks indicates that the ultramafic rocks are more widespread than mapped by Kasper (1998), and/or that the enclosing diorite body is also prospective for Cu-Ni-Co +/- PGE mineralization. Kasper (1998) reported sampling from the "Atwood" area, in around the same place on the current AT 2 claim, where Berniolles (1987) made his initial discoveries of ultramafic hosted mineralization. Kasper (1998) described pyrrhotite + pyrite + chalcopyrite disseminations (1-2% by volume disseminated throughout) or pods (up to 50 cm in length) within ultramafic dykes or layers (1.2 m to 3 m thick), within a medium to coarse-grained gabbro-diorite stock. Gossanous, pyrite-rich lenses or "xenoliths" up to 11 m by 3 m were also hosted in the gabbro-diorite. It is assumed these "lenses" are the sulphide segregations described by Berniolles as the original showing.

Samples collected from the sulphide-rich zones of the gabbro-diorite stock were anomalous in Cu and Ni (Kasper, 1998). Samples collected from the mineralized ultramafic dykes or layers contained up to 1988 ppm Cu, 1,657 ppm Ni and 285 ppm Co. PGE were not analyzed in any of these samples. A select grab from a pyrite-rich pod within one of the sulphide lenses assayed 2,200 ppm Cu, 217 ppm Ni and 172 ppm Co (sample V154862; Kasper 1998).

Simpson (2019) reported a collection of several samples in 2018 from an approximately 400 m by 600 m area mainly within the intrusive rocks on AT 2 claim, in the area of, and topographically above, the original discovery. Sampling was concentrated north and east of the exposed massive sulphide, magmatic segregation zones, as retreating glacial ice had exposed new bedrock in the mafic to ultramafic complex. Forty-five samples were sent for multi-element analyses. PGEs were not assayed. Assay values from outcrop reached as high as 583 ppm Cu, 352 ppm Ni and 73.5 ppm Co from ultramafic rocks. One ultramafic float sample (RS-20) yielded 125 ppm Cu, 511 ppm Ni 83.1 ppm Co.

Some quartz+/-carbonate veins from within the Triassic volcanic units yielded anomalous results: sample RB-16 assayed 651 ppm Cu and 17.4 ppm Ag from a quartz vein; and RB-18 gave 666 Cu from a sample of andesite with minor quartz stringers with trace malachite. Gold values were negligible, reaching a maximum of 7 ppb Au.

Deposit Type

Broadly the main mineral deposit type of interest on the AT Property is magmatic-hosted nickelcopper (Ni-Cu) sulphides with platinum group elements (PGE's). There are several subsets of this designation, based mainly on the form and chemistry of the host intrusive bodies, the ore chemistry and mineralogy (including the relative amount of sulphide minerals), and the tectonic setting of the deposit.

Naldrett (2004) simplified the characterization of these deposit types by dividing them into two main groups:

sulphide-rich deposits, with economic value mainly in Ni and Cu, and
sulphide-poor deposits with values mainly in PGE. The sulphide rich type can be further subdivided by the nickel to copper ratio. The first of these two sub-sets typically have Ni:Cu ratios of 0.8-2.5 and the 100% sulphide ore has typical grades of 1-6% Ni. The second sub-set has Ni:Cu ratios of >3 and grades of 6-18% Ni in pure sulphide ore. From what we know of the AT Property mineralization to date, it is best described as belonging to the first subset of the sulphide-rich group.

The AT 2 occurrence is not assigned a deposit model in the BC MINFILE database, however Hulbert (2001) classified it as a tholeiitic or calc-alkaline hosted mafic-ultramafic body with Ni-Cu sulphides. Limited whole rock analyses (Simpson, 2019) do support tholeiitic, sub-alkaline chemistry for the mafic and ultramafic phases of the intrusion. This is essentially the same classification Hulbert (2001) used to describe the past-producing Giant Mascot deposit, located some 650 km to the SE near Hope, BC. BC MINFILE assigns Giant Mascot (# 92HSW 004) to the tholeiitic intrusion-hosted Ni-Cu deposit type (M-02). Giant Mascot shares some similarities to the AT 2 occurrence, as outlined further below.

The tholeiitic intrusion-hosted Ni-Cu model name can be considered largely synonymous with gabbroid-associated Ni-Cu-PGE (Ecsktrand, 1984, model 12.2.c; Cox and Singer, 1986, model 7a). Both sources list the Giant Mascot Mine as an example of the model type. Schulz et al. (2014) use the term "magmatic sulfide-rich nickel-copper-(PGE) deposits related to mafic and ultramafic dike-sill complexes" to include all the above in their review.

The salient features of the model are summarized by Eckstrand (1984) and Schulz et al. (2010). The underlined parts are meant to highlight similarities with what is known or suspected of the AT property:

The geological setting is generally small-medium sized stock-like intrusions in Precambrian greenstone or younger orogenic belts. The host (mineralized) rocks are various phases of a mafic intrusive complex with associated mafic to ultramafic types. Complexes may be layered and/or composite. Ore forms irregular zones, in some cases pipe-like (as at Giant Mascot). Ore consists of massive sulphide, sulphide matrix breccia, disseminated sulphides and sulphide veins. Phase and cryptic layering are sometimes present, rocks are usually cumulate textured. Principal gangue and ore minerals pyrrhotite +/- pyrite +/- magnetite and pentlandite, chalcopyrite, cubanite, millerite, and various PGE minerals. Ages of host rocks are variable; most are Precambrian, but Paleozoic and Mesozoic examples are known. Intrusions may be either syn-or -

post orogenic. The ore is syngenetic with the host intrusions.

The mafic-ultramafic magma, probably mantle-derived, was emplaced generally quiescently in multiple pulses in the upper levels of the crust, in some cases apparently in a tensional environment. Sulphur saturation of the magma through contamination produced flow- and gravity-segregations of Ni-Cu bearing sulphides at the base of the intrusion, in structural traps, or where flow rates changed quickly. Ore is usually concentrated in the more ultramafic (and structurally lower) parts of the intrusive complex. This is more apparent in sub-horizontally oriented intrusions such as sills or magma chambers, which are more common as host bodies.

Much of the sulphur was probably scavenged from neighbouring sedimentary (and volcanic) rocks. Immiscible sulphides were likely present in the magma at the time of emplacement. A chief guide to exploration is differentiated, multiple-phase, stock like intrusions.

Cox and Singer (1986) supply median tonnage and grades for these deposits:

32 deposits	Median value	Top 10% of deposits
tonnage	2.1 MT	>17 Mt
Ni grade	0.77%	>1.6%
Cu grade	0.47%	>1.3%
Co (data on very few deposits)	0.017%

Important features on the AT Property support the gabbroid-associated Ni-Cu- PGE model. Figure 6 below is a model specific to the AT Property, showing the stages in development of a post-deformational, multi-phase maficultramafic pluton with associated NI-Cu (+ Co, PGE) sulphide mineralization.

Figure 6

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Small and medium sized intrusions are more common. Unlike the giant layered intrusions that are more noted for PGE (e.g., Bushveld Complex in South Africa), these sulphiderich Ni-Cu-PGE deposits are more commonly hosted in small intrusive bodies. There are "elephant deposits" like Norilsk in Russia, but these are less common. The supergiant Sudbury deposits are a special exception given their unique genesis. Intrusions are more commonly sills and (originally) sub-horizontally oriented bodies, but sub-vertical pipe or funnel like bodies are known. These include Giant Mascot, Turnagain, BC, and Duke Island, Alaska (Thakurta et al., 2008).
The host rock is layered and/or composite mafic-ultramafic intrusions. Layering (i.e., cumulate textures) have not yet been definitively recorded at AT 2 property. However, the main intrusive body is composite, with a more ultramafic core and distinct mappable phases (Kasper, 1998). Kasper (1998) also noted ultramafic dykes may in fact be lenses or layers. Moreover, distinct temporal phases are likely (as suggested by Kasper, 1998) and multiple phases suggest prolonged intrusive events, which may have served to reconcentrate and amend the metal lode.
Pyrrhotite-pentlandite-chalcopyrite mineralization is dominant, which is a characteristic of the deposits. Pyrite also occurs at AT-2, and magnetite may be present. Ni (and Co) is hosted primarily within the pentlandite, although it may also be present in the olivine. The amount of sulphide mineralization at AT-2 suggests sulphide saturation (through interaction with wall rocks) may have been sufficient to partition Ni into sulphides. PGE typically are hosted in sulphides, alloys, and other accessory minerals.

Sulphides are hosted within dioritic and more mafic phases (i.e., hornblendite) at AT-2 property. In the more common sub-horizontal oriented deposits, gravity and density contrasts result in ultramafic phases at the base of the differentiated intrusion, along with sulphide minerals which are generally thought to have settled out from the silicate melt as immiscible globules, and in some cases as semi-coherent larger sulphide "slugs" (e.g., Lesher, 2019). The dense sulphides are generally trapped in the lower part of the intrusion, in the immediate footwall rocks, or in structural, topographic or flow regime "traps". The main gabbroic intrusion at AT-2 Property has been interpreted to be shaped like an ovoid, subvertical pipe or rough cylinder (Simpson, 2019). Structural traps may be found as associated "blade-shaped" dykes (Barnes and Mungall, 2018) and in fact SJ Geophysics has interpreted an anomalous mantling shell around the SE margin of the main body which might represent such a knife-like dyke. In some cases, notably at Giant Mascot and Nickel Mountain (E & L deposit) BC, sulphide ore is arranged in subvertical shoots or pipes, yet still ascribed to segregation as immiscible dense sulphide phase (Nixon and Hammack, 1999), probably with some structural component.
Song, et al. (2011) has also noted that high temperature magma, and possibly prolonged magma flow (if the host body is a magma chamber with entry and exit; not known from the AT Property) one would expect contact metamorphic aureoles in the surrounding country rock. This has not been recorded on the AT-2 property by workers, however any contact metamorphism might have been unrecognized due to the preexisting regional greenschist facies metamorphism. Alternatively, the magma(s) may have been emplaced as somewhat cooler crystal "mushes". This is proposed for the Permian aged ultramafic rocks of the Bridge River mining camp and Bralorne area to the south (Church and Jones, 1999), as well as in other deposits.

Exploration

The claims were staked in 2017 and since that time, an exploration program was carried out in 2018 by the owners, Fisher and Nicholson, on the AT Property and consisted of prospecting with rock sampling and an interpretation of the government airborne magnetic survey. In 2020, as mentioned above, Avalon optioned the AT Property from Fisher and Nicholson and carried out drone magnetic surveying and photogrammetry surveying, as well as additional prospecting with rock sampling.

The work is summarized in the following table and described in the sections following. A total of $185,224.80 has been spent on the AT Property to date, with applicable costs summarized below.

Contractor	Activity/Program Detail	Date	Costs ($)
SJ Geophysics	Interpretation of gov't airborne magnetics	Feb 2018	$8,178.56
R. Simpson	Prospecting & rock sampling	July/Sept 2018	$18,886.24
Geotronics	Drone magnetics, spectral photography,	Sept/Oct 2020	$158,160
	prospecting & rock sample
TOTAL			$185,224.80

Drilling

Avalon had not conducted any drilling on the AT Property.

Sampling, Analysis and Data Verification

Sample Preparation, Analyses and Security

2018 Work

Rock samples taken on the AT Property in the summer of 2018 were not tampered with by anyone to the best of the authors knowledge. The samples were prepared using standard analytical procedures by ALS Canada Inc. in North Vancouver, B.C. as follows:

All samples were collected using rock hammers to break the rocks into manageable sizes; the rocks were then placed in 12x20 poly sample bags, labelled with the appropriate field ID then tied off with flagging tape. The field location was flagged with the corresponding field ID. Samples were then placed into large rice bags and then secured with plastic locking ties. All the samples were then transported by helicopter to a truck at the nearest road and then taken to the laboratory at ALS Canada Ltd. in North Vancouver; the samples never left the care of the Richard Simpson, prospector and author of the 2019 report.
The samples were analyzed by a 48 element four acid ICP-MS, LOI for ME-XRF06, Ore Grade Au 30g AA Finish and six samples were analyzed for Whole Rock Package –XRF. The samples underwent sample preparation including WEI-21 – received sample weight, LOG-22 – sample login, DISP-01 – disposal of all sample fractions, CRU-QC Crushing QC test, PUL-QC – pulverizing QC test, CRU-31 – fine crushing – 70%<2mm, SPL-21 – split sample (riffle splitter), PUL-31 – pulverize split to 85%<75um. ALS is ISO/IEC 17025:2005 accredited. The Author is not aware of any relationship between ALS and Avalon.
At ALS, blanks, reference materials and duplicate samples were inserted by the lab into the sample stream. The results reported from the lab's control samples were within the limits of instrumental and analytical accuracy. No corrective measures were taken by the labs. No control samples were submitted by the AT Property owners, Fisher and Nicholson. It is the Author's opinion that the methods of sample preparation, security and analytical procedures used for the 2016 and 2017 rock samples are adequate for reliable rock sample assay data. The Author believes that the sample data is sufficiently reliable to guide further sampling, geological mapping and geophysics at the AT Property.

General Sample Preparation Methods

Receiving: Samples arrive via courier, post or by client drop-off; shipment inspected for completeness.
Sorting and Inspection: Samples sorted and inspected for quality of use (quantity and condition). Rock and Drill Core samples inspected for mineralization (colour and % sulphides, metal oxides or carbonates). Pulp samples inspected for homogeneity and fineness. Coarse pulps are screened or pulverized after getting client's approval.
Drying: Wet or damp samples are dried at 60°C (40°C if specified by the client).
Sieving: Soil and sediment sieved to -80 mesh ASTM (-177 microns) unless client specifies otherwise. Sieve cleaned by brush and compressed air between samples. Reference material G-1 (pulp made of granite blank) is carried as first sample in sequence (sieve›weigh›digest›analyse) to monitor background noise.
Crushing and Pulverizing: Rock and Drill Core crushed to 70% passing 10 mesh (2 mm), homogenized, riffle split (250 g subsample) and pulverized to 95% passing 150 mesh (100 microns). Crusher and pulverizer cleaned by brush and compressed air between routine samples. Silica wash scours equipment after highgrade samples, between changes in rock colour and at end of each file. Silica is crushed and pulverized as first sample in sequence and carried through to analysis to monitor background noise.
Compositing: Equal weights of crushed, pulverized or sieved material from 2 or more samples are combined and pulverized for 60+ seconds to produce a homogeneous mixture.
Storage: Pulp samples (up to 100 g for soils or sediments and up to 250 g for rock and drill core) are archived for 3 months at no cost. Soil and sediment rejects are discarded immediately. Rock and drill core rejects are stored for 3 months at no charge. Client may request additional storage, return or disposal of pulps and rejects after initial free storage period.

To the best of the authors' knowledge, there is no relationship between ALS Canada Ltd. and either of Ron Fisher, George Nicholson, or Avalon.

2020 Work

All samples, as with the 2018 work, were collected using rock hammers to break the rocks into manageable sizes; the rocks were then placed in 12x20 poly sample bags, labelled with the appropriate field ID then tied off with flagging tape. The field location was flagged with the corresponding field ID. Samples were then placed into large rice bags and then secured with plastic locking ties. At the end of each day the samples were transported by helicopter to a truck at the heliport at Bluff Lake. At the end of the work program, the samples were taken to Surrey, BC, shipped to Len Gal, geologist, in Winnipeg for rock descriptions, shipped back to the writer, taken to David Bridge. Geologist, for rock susceptibility measurements and then taken to the SGS Canada Inc. laboratory at 3260 Production Way in Burnaby.

The samples were tested with a four-acid digestion with a SGS method number GE_ICP40B (GE_ICP40Q12). The following is description of the method:

Parameter(s) measured, unit(s): Silver (Ag); Arsenic (As); Barium (Ba); Beryllium (Be); Bismuth (Bi); Cadmium (Cd); Chromium (Cr); Cobalt (Co); Copper (Cu); Lanthanum (La); Lithium (Li); Manganese (Mn); Molybdenum (Mo); Nickel (Ni); Lead (Pb); Antimony (Sb); Scandium (Sc); Tin (Sn); Strontium (Sr); Vanadium (V); Tungsten (W); Yttrium (Y); Zinc (Zn); Zirconium (Zr), in ppm Aluminum (Al); Calcium (Ca); Iron (Fe); Potassium (K); Magnesium (Mg); Sodium (Na); Phosphorus (P); Sulphur (S); Titanium (Ti), in %.
Typical sample size: 0.2 g.
Type of sample applicable (media): Crushed and Pulverized exploration grade samples (rocks, soils and sediments).
Sample preparation technique used: Weighed representative samples are digested with HCl, HNO3, HF and HCLO4 and heated until dry. The residue is then dissolved in HNO3 and HCl.
Method of analysis used: The digested sample solution is analyzed by Inductively Coupled Plasma Optical Emission Spectrometer (ICP-OES).
Data reduction by: Computer, online, data fed to SGS Laboratory Information Management System with secure audit trail.
Figures of Merit: This method has been fully validated for the range of samples typically analyzed. Method validation includes the use of certified reference materials, replicates, duplicates and blanks to calculate accuracy, precision, linearity, range, limit of detection, reporting limit, specificity and measurement uncertainty.
Quality control: Quality control materials include method blanks, replicates and reference materials and are randomly inserted with the frequency set according to method protocols at ~11%. Quality control materials will also include BRM (Barren reference materials, or preparations blanks) and preparation duplicates if samples have been taken through the sample reduction process. Instrument calibration is performed for each batch or work order and calibration checks are analyzed within each analytical run.

A selected number of the samples, 34 were also tested for gold, platinum, and palladium by lead fusion fire assay and inductively coupled plasma – atomic emission spectrometry which is SGS method GE_FAI30V5 described as follows:

Parameter(s) measured, unit(s): Gold (Au), Platinum (Pt), Palladium (Pd); in ppb.

Typical sample size: 30 g.
Type of sample applicable (media): Pulverized/screened exploration grade samples (mucks, soil, sediment, chips, drill core, test holes).
Sample preparation technique used: Weighed representative samples are mixed with flux and fused using lead oxide at 1100°C, followed by cupellation of the resulting lead button. The bead is dissolved using HCl and HNO3 and the resulting solution is submitted for analysis.
Method of analysis used: The digested sample solution is analyzed by inductively coupled plasma Optical Emission Spectrometer (ICP-OES).
Data reduction by: Computer, online, data fed to SGS Laboratory Information Management System with secure audit trail.
Figures of Merit: This method has been fully validated for the range of samples typically analyzed. Method validation includes the use of reference materials, replicates, duplicates and blanks to calculate accuracy, precision, linearity, range, limit of detection, reporting limit, specificity and measurement uncertainty.

The Reporting Limit has been determined according to the following:

Element	Reporting Limit (ppb)	Upper Limit (ppb)
Au	1.0	10,000
Pt	10	10,000
Pd	1.0	10,000

Quality control: Quality control materials include method blanks, replicates and reference materials and are randomly inserted with the frequency set according to method protocols at ~11%. Quality control materials will also include BRM (Barren reference materials, or preparations blanks) and duplicates if samples have been taken through the sample reduction process. Instrument calibration is performed for each batch or work order and calibration checks are analyzed within each analytical run.

To the best of the authors' knowledge, there is no relationship between SGS Canada Ltd. and either of Ron Fisher, George Nicholson, or Avalon.

SGS Canada's laboratory at Production Way in Burnaby is accredited with the Standards Council of Canada as 'Accredited Laboratory No. 744', which conforms with requirements of CAN-P-1579 which are the guidelines for the Accreditation of Mineral Analysis Testing Laboratories, and CAN-P-4E (ISO/IEC 17025:2005) which are the general requirements for the competence of testing and calibration laboratories.

Data Verification

The Author has been involved directly in the exploration program carried out on the AT Property during September and October 2020. The Author is satisfied that the analyses were done according to accepted industry practices.

The Author believes that sufficient sites of significance were inspected and sampled to make a quality assessment of the AT Property. There were no limitations on, or failure to conduct, the data verification outlined above. It is the author's opinion that the rock sample data, geological data and geophysical data is adequate for the purposes used in the Technical Report.

Mineral Processing and Metallurgical Testing

The Author is not aware of any mineral processing and/or metallurgical testing analyses that have been carried out on the subject property or of any metallurgical problems that would adversely affect development.

Mineral Resource and Mineral Reserve Estimates

There are no current NI 43-101 mineral resource estimates and no mineral reserve estimates for the AT Property.

Recovery Methods

There has been no work on recovery methods at the AT Property.

Project Infrastructure

There has been no work on project infrastructure at the AT Property.

Capital and Operating Costs

There has been no work on capital and operating costs at the AT Property.

Exploration, Development and Production

It is recommended that the Company carry out additional exploration on the AT Property. The past work has been successful in delineating target areas and therefore should be continued. An initial $215,000 exploration program is recommended.

The priority areas at the AT Property include the north-western area within the upper reaches of Francois Creek around the AT 2 showing as well as along the eastern-trending ridge to the south of the showing where a significant gossanous zone occurs. Both areas contain evidence of the possible existence of magmatic-hosted Cu-Ni plus PGE deposits.

Careful geological mapping of bedrock at suitable scale. Entire host intrusion should be mapped with attention to contacts, as well as internal architecture (different phases, magmatic layering, etc.). This should also include mapping and prospecting of the mineralized boulder trains as well as the remainder of the AT Property. Quaternary sediment mapping to outline moraines, outwash, local ice flow, to support boulder train mapping and geochemistry surveys. This will also assist in interpreting the magnetic survey results.
Rock geochemistry should include selected fire assay for PGE, and standardized methods (e.g., 4 acid digestion) as well as thin section work on selected samples.
Continue the UAV magnetic surveying to the northeast well past the iron oxide anomaly and to the southwest in order to determine the extent of magnetic anomaly B.
Continue the spectral photogrammetry work in order to locate additional iron oxide anomalies. This also has the additional benefit of accurate contouring of the terrain.
Carry out two lines of mobile metal ion (MMI) soil sampling across each of the two iron oxide anomalies. MMI is the soil sampling method that is most likely to work within alpine conditions where soil development is often poor.
The program is expected to be carried out in a 15-day period with all six personal being on the AT Property at the same time.

A summary of the proposed drilling program and corresponding expenditures is as follows:

Item	Estimated Cost
Geologist and assistant with all-inclusive field costs	$40,500
Prospector and assistant with all-inclusive field costs	$24,000
Magnetics andphotogrammetrywith all-inclusive field costs	$66,000
Helicopter	$30,000
Rock samplingassays,125@ $40 each	$5,000
Thin section work,including geological analysis,20@ $650 each	$13,000
MMI lab costs,150@ $45 each	$6,750
Data reduction	$9,000
Interpretation and reporting	$6,000
Contingency	$14,750
TOTAL	$215,000

Note: The first three items include room, board, truck rental, and instrumentation.

Bankruptcy and Similar Procedures

The Company does not and has not had any bankruptcy (whether voluntary or otherwise), receivership or other similar proceedings instituted by it or against it since its incorporation nor are any such proceedings being contemplated or threatened in the foreseeable future.

Material Restructuring Transactions

The Company has not completed any material restructuring transactions since incorporation.

DILUTION

Purchasers of Common Shares under this Prospectus will suffer an immediate dilution of 28.60% or $0.02860 per Common Share on the basis of there being 42,626,120 Common Shares of the Company issued and outstanding following completion of the Offering. Dilution has been computed on the basis of total gross proceeds to be raised by this Prospectus and from sales of securities prior to the filing of this Prospectus, without deduction of commissions or related expenses incurred by the Company, as set forth below:

Gross proceeds of prior share issues	$2,393,466
Gross proceeds of this Offering	$650,000
Total gross proceeds after this Offering	$3,043,466
Offering price per share	$0.10
Gross proceeds per share after this Offering	$0.0714
Dilution per share to subscriber	$0.0286
Percentage of dilution in relation to offering price	28.60%

RISK FACTORS

An investment in the Offered Shares should be considered highly speculative due to the nature of the Company's business and the present stage of development. An investment in the Offered Shares should only be made by knowledgeable and sophisticated investors who are willing to risk and can afford the loss of their entire investment. Potential investors should consult with their professional advisors to assess an investment in the Company. In evaluating the Company and its business, investors should carefully consider, in addition to other information contained in this Prospectus, the risk factors below. These risk factors are not a definitive list of all risk factors associated with an investment in the Company or in connection with its operations.

The following are certain factors relating to the Company's business, which prospective investors should carefully consider before deciding whether to purchase Offered Shares. The following information is a summary only of certain risk factors and is qualified in its entirety by reference to, and must be read in conjunction with, the detailed information set out elsewhere in this Prospectus. These risks and uncertainties are not the only ones the Company is facing. Additional risks and uncertainties not presently known to the Company, or that the Company currently deems immaterial, may also impair operations. If any such risks actually occur, the business, financial condition, liquidity and results of operations could be materially adversely affected.

Negative Operating Cash Flow and Dependence on Third Party Financing

The Company has no source of operating cash flow and there can be no assurance that the Company will ever achieve profitability. Accordingly, the Company is dependent on third party financing to continue exploration activities on its properties, maintain capacity and satisfy contractual obligations. The amount and timing of expenditures will depend on a number of factors, including in material part the progress of ongoing exploration, the results of consultants' analyses and recommendations, the entering into of any strategic partnerships and the acquisition of additional property interests. Failure to obtain such additional financing could result in delay or indefinite postponement of further exploration and development of the Company's properties or require the Company to sell one or more of its properties.

Loss of Entire Investment

An investment in the Offered Shares is speculative and may result in the loss of an investor’s entire investment. Only potential investors who are experienced in high risk investments and who can afford to lose their entire investment should consider an investment in the Company.

No Public Market

There is currently no existing public market for the Common Shares. The Common Shares are not currently listed or quoted on any stock exchange or market in Canada or elsewhere. If an active trading market does not develop, the trading price of the Common Shares may decline, and investors may have difficulty selling any of the Offered Shares that they purchase or acquire by way of the Offering.

Prior to the Offering, there has been no public trading market for the Common Shares, and the Company cannot offer assurances that one will develop or be sustained after the Offering. The Company cannot predict the prices at which the Common Shares will trade. The Offering Price has been determined by arm’s length negotiation between the Company and the Agent and may not bear any relationship to the market price at which the Common Shares will trade after the Offering, or to any other established criteria of the Company’s value. Shares of companies often trade at a discount to the initial offering price due to sales loads, underwriting discounts and related offering expenses.

No Dividend

The Company has not, since the date of its incorporation, declared or paid any dividends or other distributions on its Common Shares. The Company anticipates that, for the foreseeable future, it will retain its cash resources for the operation and development of its business. The declaration and payment of any dividends in the future is at the discretion of the Board and will depend on a number of factors, including compliance with applicable laws, financial performance, working capital requirements of the Company and such other factors as its directors consider appropriate, and the Company may never pay dividends.

Risk of Securities Class Action Litigation

In the past, securities class action litigation has often been brought against a company following a decline in the market price of its securities. If the Company faces such litigation, it could result in substantial costs and a diversion of management’s attention and resources, which could materially harm its business.

Global Financial Conditions

Global financial conditions may be characterized by extreme volatility. While global financial conditions are currently stable, global financial conditions could suddenly and rapidly destabilize in response to future economic shocks, as government authorities may have limited resources to respond to future crises. Future economic shocks may be precipitated by a number of causes, such as a rise in the price of oil, geopolitical instability, natural disasters, and other unforeseen events. Any sudden or rapid destabilization of global economic conditions could impact the Company’s ability to obtain equity or debt financing in the future on terms favourable to the Company. Additionally, any such occurrence could cause decreases in asset values that are deemed to be other than temporary, which may result in impairment losses and ultimately have a material adverse effect the Company’s business, operations and financial condition.

Furthermore, general market, political and economic conditions, including, for example, inflation, interest and currency exchange rates, structural changes in the global mining industry, global supply and demand for commodities, political developments, legislative or regulatory changes, civil, political or labour unrest and stock market trends will affect the Company’s operating environment and its operating costs, profit margins and share price. Any negative events in the global economy could have a material adverse effect on the Company’s business, financial condition, results of operations, cash flows or prospects.

Reliance on Limited Number of Properties

The only material property interest of the Company is currently its interest in the AT Property. As a result, unless the Company acquires additional property interests, any adverse developments affecting the AT Property could have a material adverse effect upon the Company and would materially and adversely affect the potential mineral resource production, profitability, financial performance and results of operations of the Company.

Uncertainty of Additional Financing

As stated above, the Company is dependent on third party financing, whether through debt, equity, or other means. Although the Company has been successful in raising funds to date, there is no assurance that the Company will be successful in obtaining required financing in the future or that such financing will be available on terms acceptable to the Company. Volatile metals and minerals markets, a claim against the Company, a significant event disrupting the Company's business, or other factors may make it difficult or impossible to obtain financing through debt, equity, or other means on favourable terms, or at all.

Limited Operating History

The Company is subject to many risks common to enterprises with a limited operating history, including undercapitalization, cash shortages, limitations with respect to personnel, financial and other resources and absence of revenues. There is no assurance that the Company will be successful in achieving a return on shareholders' investment and the likelihood of success must be considered in light of its early stage of operations. All of the Company's properties are in the exploration stage. There can be no assurance that the Company will be able to develop any of its projects profitably or that any of its activities will generate positive cash flow.

No Known Mineral Resources or Reserves

There are no known bodies of commercial minerals on the AT Property. The exploration programs undertaken and proposed constitute an exploratory search for mineral resources and mineral reserves or programs to qualify identified mineralization as mineral reserves. There is no assurance that the Company will be successful in its search for mineral resources and mineral reserves.

Aboriginal Title and Consultation Issues

While there are no First Nations interests noted in the AT Property area, approval from local First Nations communities may be required to carry out the proposed work programs on the AT Property. There is no guarantee that the Company will be able to obtain approval from local First Nations.

First Nations' rights may be claimed on Crown properties or other types of tenure with respect to which mining rights have been conferred. The Supreme Court of Canada's 2014 decision in Tsilhqot'in Nation v. British Columbia marked the first time in Canadian history that a court has declared First Nations' title and rights to lands outside of reserve land, particularly a large area of land in Central British Columbia, including rights to decide how the land will be used, occupancy and economic benefits. The AT Property may now or in the future be the subject of Aboriginal or indigenous land claims. The legal nature of Aboriginal land claims is a matter of considerable complexity. The impact of any such claim on the Company's ownership interest in the AT Property cannot be predicted with any degree of certainty and no assurance can be given that a broad recognition of Aboriginal rights in the area in which the AT Property is located, by way of a negotiated settlement or judicial pronouncement, would not have an adverse effect on the Company's activities. Even in the absence of such recognition, the Company may at some point be required to negotiate with and seek the approval of holders of Aboriginal interests in order to facilitate exploration and development work on the AT Property, and there is no assurance that the Company will be able to establish a practical working relationship with any First Nations in the area which would allow it to ultimately develop the AT Property.

Exploration Risks

Exploration for mineral resources involves a high degree of risk and few properties that are explored are ultimately developed into producing mines. The risks and uncertainties inherent in exploration activities include but are not limited to: general economic, market and business conditions, the regulatory process and actions, failure to obtain necessary permits and approvals, technical issues, new legislation, competitive and general economic factors and conditions, the uncertainties resulting from potential delays or changes in plans, the occurrence of unexpected events and management's capacity to execute and implement its future plans. Discovery of mineral deposits is also dependent upon a number of factors, not the least of which are the technical skills of the exploration personnel involved and the capital required for the programs. The cost of conducting exploration programs may be substantial and the likelihood of success is difficult to assess. There is no assurance that the Company's mineral exploration activities will result in any discoveries of any bodies of commercial ore. There is also no assurance that even if commercial quantities of ore are discovered that it will be developed and brought into commercial production. The commercial viability of a mineral deposit once discovered is also dependent upon a number of factors, most of which factors are beyond the control of the Company and may result in the Company not receiving adequate return on investment capital.

Reliance upon Key Management and Other Personnel

The Company relies on the specialized skills of management and consultants in the areas of mineral exploration, geology and business negotiations and management. The loss of any of these individuals could have an adverse effect on the Company. The Company does not currently maintain key-man life insurance on any of its key employees. As the Company's business activity grows, it will require additional key financial, administrative and qualified technical personnel. Although the Company believes that it will be successful in attracting, retaining and training qualified personnel, there can be no assurance of such success. If it is not successful in attracting, retaining and training qualified personnel, the efficiency of the Company's business could be affected, which could have an adverse impact on its future cash flows, earnings, results of operation and financial condition.

Title to Properties

The Company has diligently investigated all title matters concerning the ownership of all mineral claims and plans to do so for all new claims and rights to be acquired. While to the best of its knowledge, title to the Company's mineral

properties are in good standing, this should not be construed as a guarantee of title. The Company's mineral properties may be affected by undetected defects in title, such as the reduction in size of the mineral titles and other third party claims affecting the Company's interests. Maintenance of such interests is subject to ongoing compliance with the terms governing such mineral titles. Mineral properties sometimes contain claims or transfer histories that examiners cannot verify. A successful claim that the Company does not have title to any of its mineral properties could cause the Company to lose any rights to explore, develop and mine any minerals on that property, without compensation for its prior expenditures relating to such property.

Impact of COVID-19

The Company's business, operations and financial condition could be materially and adversely affected by the outbreak of epidemics or pandemics or other health crises, including the recent outbreak of COVID‐19. On January 30, 2020, the World Health Organization declared the outbreak of a global health emergency and on March 13, 2020, the U.S. declared that the COVID‐19 outbreak in the United States constitutes a national emergency. To date, there have been a large number of temporary business closures, quarantines and a general reduction in consumer activity in Canada, the United States, Europe and China. The outbreak has caused companies and various international jurisdictions to impose travel, gathering and other public health restrictions. While these effects are expected to be temporary, the duration of the various disruptions to businesses locally and internationally and the related financial impact cannot be reasonably estimated at this time. Similarly, the Company cannot estimate whether or to what extent this outbreak and the potential financial impact may extend to countries outside of those currently impacted. The Company is actively assessing and responding where possible to the potential impact of the COVID‐19 pandemic. The Company may face disruption to restrictions on operations, delays and uncertainties for planned exploration work, travel restrictions, impact on personnel and impact on the economic activity in affected countries or regions can be expected and can be difficult to quantify. Such pandemics or diseases represent a serious threat to maintaining a skilled workforce industry and could be a major health care challenge for the Company. There can be no assurance that the Company's personnel will not be impacted by this pandemic and ultimately that the Company would see its workforce productivity reduced or incur increased medical costs/insurance premiums as a result of these health risks. In addition, the COVID-19 pandemic has created a dramatic slowdown in the global economy. Depending on the length and severity of the pandemic, COVID-19 could impact the Company's operations, could cause delays relating to planned exploration work, and could impair the Company's ability to raise funds depending on COVID-19's effect on capital markets. The duration of the COVID-19 pandemic outbreak and the resultant travel restrictions, social distancing, government response actions, business closures and business disruptions, can all have an impact on the Company's operations and access to capital. There can be no assurance that the Company will not be impacted by adverse consequences that may be brought about by the COVID-19 pandemic on global financial markets, share prices and financial liquidity and thereby that may severely limit the financing capital available. Finally, the duration and impact of the COVID-19 outbreak is unknown at this time, as is the efficacy of the government and central bank interventions. It is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Company in future periods.

Uninsurable Risks

Exploration, development and production of mineral properties are subject to certain risks, and in particular, unexpected or unusually geological operating conditions including rock bursts, cave-ins, fires, flooding and earthquakes may occur. It is not always possible to insure fully against such risks and the Company may decide not to take out insurance against such risks as a result of high premiums or for other reasons. Should such liabilities arise, they could have an adverse impact on the Company's operations and could reduce or eliminate any future profitability and result in increasing costs and a decline in the value of the securities of the Company.

Conflicts of Interest

Directors of the Company are or may become directors of other reporting issuers or companies or have significant shareholdings in other mineral resource companies and, to the extent that such other companies may participate in ventures in which the Company may participate, the directors of the Company may have a conflict of interest in

negotiating and concluding terms respecting the extent of such participation. The Company and its directors will attempt to minimize such conflicts.

Permits and Licenses

The Company's operations will require licences and permits from various governmental and non-governmental authorities. The Company has obtained, or will obtain, all necessary licences and permits required to carry on with activities which it is currently conducting or which it proposes to conduct under applicable laws and regulations. However, such licences and permits are subject to changes in regulations and in various operating circumstances. There can be no assurance that the Company will be able to obtain all necessary licences and permits required to carry out planned exploration, development and mining operations at the AT Property.

Environmental and Other Regulatory Requirements

Environmental and other regulatory requirements affect the current and future operations of the Company, including exploration and development activities, 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, exports, taxes, labour standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. The Company believes it is in substantial compliance with all material laws and regulations which currently apply to its activities. Companies engaged in the development and operation of mines and related facilities often experience increased costs, along with delays in production and other schedules, as a result of the need to comply with applicable laws, regulations and permits.

Additional permits and studies, which may include environmental impact studies conducted before permits can be obtained, may be necessary prior to operation of the AT Property. There can be no assurance that the Company will be able to obtain or maintain all necessary permits that may be required to commence construction, development or operation of mining facilities at the AT Property on terms which enable operations to be conducted at economically justifiable costs.

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 for violations of applicable laws or regulations and, in particular, environmental laws.

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

Competition

The mineral exploration business is a competitive business. The Company competes with numerous other companies and individuals who may have greater financial resources in the search for and the acquisition of personnel, funding and attractive mineral properties. As a result of this competition, the Company may be unable to obtain additional capital or other types of financing on acceptable terms or at all, acquire properties of interest or retain qualified personnel.

Dilution

Assuming completion of the Offering, an investor will suffer an immediate dilution to its investment of $0.0286 per Common Share or 28.60% as set forth under "Dilution" above.

Volatility of Share Price

In recent years, the securities markets in the United States and Canada, and the TSXV in particular, have experienced a high level of price and volume volatility, and the market prices of securities of many companies have experienced wide fluctuations in price that have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. There can be no assurance that continual fluctuations in price will not occur. It may be anticipated that any quoted market for the Common Shares will be subject to market trends and conditions generally, notwithstanding any potential success of the Company in creating revenues, cash flows or earnings.

AS A RESULT OF THESE RISK FACTORS, THE OFFERING IS SUITABLE ONLY FOR THOSE PURCHASERS WHO ARE WILLING TO RELY ON MANAGEMENT OF THE COMPANY AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT IN THE OFFERED SECURITIES.

USE OF PROCEEDS AND AVAILABLE FUNDS

Funds Available

The Agent has agreed to use its commercially reasonable efforts to secure subscriptions for the Offered Shares offered pursuant to the Offering in the provinces of British Columbia and Alberta. If all of the Offered Shares offered pursuant to the Offering are sold, the Company estimates that the net proceeds from the Offering will be approximately $502,844 after deducting the Agent's Fee of $39,000, the remainder of the Corporate Finance Fee of $12,500 plus tax and estimated expenses of $95,031. The funds expected to be available to the Company upon completion of the Offering and the expected principal purposes for which such funds will be used are described below.

The Offering will remain open until the date that is 90 days after a receipt is issued for the final Prospectus, unless an amendment to the final Prospectus is filed and the principal regulator has issued a receipt for the amendment, in which case, the Offering must cease within 90 days after the date of the receipt for the amendment to the final Prospectus. In any event, the Offering must cease at the latest 180 days from the date of the receipt for the final Prospectus. If the Offering is not complete within the distribution period, all subscription funds will be returned to investors by the Agent, without interest or deduction. The Offering will not be completed and no subscription funds will be advanced to the Company unless and until the Offering of $650,000 has been raised.

Use of Proceeds

The gross proceeds to the Company (from the sale of the Common Shares offered hereby) will be $650,000. The total funds available to the Company at the closing of the Offering, after deducting the estimated remaining expenses of the Offering of $95,031, the Agent’s Fee of $39,000 and the amount owing on account of the Corporate Finance Fee of $12,500 plus GST of $625, and including the Company's estimated working capital as at October 31, 2021 of $(79,802), are estimated to be $423,042.

The total available funds of approximately $423,042 are intended to be used as follows:

Principal Purpose	Amount(1)
Complete initial explorationprogram, as recommended in Technical Report(2)	$215,000
Payments under the Option Agreement due within the next 12 months	$21,500
Provide sufficient fundingto meet administrative costs for 12 months(3)	$79,933
General workingcapital to fund ongoingoperations	$106,609
Total	$423,042
Notes:

	Company's interest in, the AT Property.	Company's interest in, the AT Property.
(3)	The estimated general and administrative costs for the next 12 months are as follows:
	Office & Administration	$35,086
	Professional Fees (legal & audit)	$20,139
	Salaries & Consultants	$22,208
	Investor Relations and Communications	$2,500
	Total G&A	$79,933

The Company estimates that proceeds from the Offering will fund operations for at least 12 months. In order to maintain the Option relating to the AT Property in good standing, the Company must, among other things pay 10% of exploration costs on the AT Property up to a maximum of $250,000 within 90 days of completion of the work program; as of the date hereof the Company has paid an aggregate of $185,224.80 in exploration costs, leaving a balance of $64,775.20. Accordingly, the Company expects the net proceeds of the Offering to fund its obligations under the Option Agreement.

The Company intends to spend its available funds as set out in this Prospectus. However, there may be situations where, due to changes in the Company's circumstances, business outlook, and/or for other reasons, that a reallocation of funds is necessary in order for the Company to achieve its overall business objectives. In addition, the current COVID-19 pandemic as well as future unforeseen events may impact the ability of the Company to use the available funds as intended or disclosed. Management has, and will continue to have, the discretion to modify the allocation of the Company's available funds. If management determines that a reallocation of funds is necessary, the Company may redirect its available funds towards purposes other than as described in this Prospectus. The actual amount that the Company spends in connection with each of the intended uses of funds may vary significantly from the amounts specified above and will depend on a number of factors, including those referred to under " Risk Factors ".

Business Objectives and Milestones

The Company's business objectives using the available funds are to:

(a) obtain a listing of the Common Shares on the Exchange; and
(b) complete the initial proposed exploration program on the Property recommended in the Technical Report.

The listing of the Company on the Exchange is anticipated to occur shortly after completion of the Offering, subject to the Company fulfilling all of the requirements of the Exchange. Phase I of the exploration program is expected to commence shortly after completion of the Offering, and is estimated to be completed within 12 months at a cost of $215,000. If Phase I of the exploration program warrant continued exploration of the AT Property, the Company would be required to raise further capital to fund additional exploration on the AT Property and there can be no assurance that the Company will be successful in raising such funds.

Impact of COVID-19

To date, the COVID-19 pandemic has not had a material impact on the Company's operations, business plans or milestones. Although the Company does not currently anticipate that the COVID-19 pandemic will materially interfere with the objectives and timelines set out above, due to the evolving nature of COVID-19 and its impacts, these timelines may require adjustment in the future. See " Risk Factors – Impact of COVID-19 ".

Unallocated Funds

Unallocated funds will be included in the working capital of the Company.

Negative Operating Cash Flow

The Company is an exploration stage company and has not yet achieved positive operating cash flow as of July 31, 2021, and there are no assurances that the Company will not experience negative cash flow from operations in the future. To the extent that the Company has negative operating cash flow in future periods, it will need to allocate a portion of its cash (including proceeds from the Offering) to fund such negative cash flow. If the Company continues to experience future negative cash flow, the Company may also be required to raise additional funds through the issuance of equity or debt securities. See " Risk Factors ".

DIVIDENDS OR DISTRIBUTIONS

To date, the Company has not paid dividends on its outstanding Common Shares. Any decisions to pay dividends in cash or otherwise in the future will be made by the Board on the basis of the Company's earnings, financial requirements and other conditions existing at the time a determination is made. There are no plans to pay dividends in the foreseeable future.

SELECTED FINANCIAL INFORMATION

The following table sets out financial information of the Company for the years ended October 31, 2019, and 2020 (audited) and for nine months ended July 31, 2021 (unaudited). The selected financial information for the Company has been derived from the Financial Statements. Prospective purchasers should read the selected financial information provided below in conjunction with the Financial Statements and the accompanying notes and the MD&A, copies of which are attached as Appendices "A", "B", "C" and "D" of this Prospectus.

Financialpositions	Nine Months Ended July 31, 2021(2)	Year Ended October 31, 2020(1)	Year Ended October 31, 2019(1)
Current assets	$644,234	$865,027	$93,813
Exploration and evaluation assets(net)	$860,994	$ 775,018	Nil
Total assets	$1,550,056	$ 1,640,045	$93,813
Current Liabilities	$642,397	$648,609	$569,637
Long-Term Financial Liabilities	Nil	Nil	Nil
Financial results	Nine Months Ended July 31, 2021(2)	Year Ended October 31, 2020(1)	Year Ended October 31, 2019(1)
Loss and comprehensive loss	$(116,499)	$(151,121)	$(759,248)
Lossper share – basic and diluted	(0.00)	(0.01)	$(0.05)
Weighted average and fully diluted common shares outstanding	35,790,589	20,538,798	15,089,600

Notes:

(1) Audited.

(2) Unaudited.

MANAGEMENT'S DISCUSSION AND ANALYSIS

The Company's MD&A are attached hereto as Appendix "B" and "D" for the years ended October 31, 2019, and 2020 and for nine months ended July 31, 2021, respectively.

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

DESCRIPTION OF THE SECURITIES DISTRIBUTED

Common Shares

The Offered Shares are Common Shares. As of the date of this Prospectus, the Company's authorized capital consists of an unlimited number of Common Shares, of which, 36,126,120 Common Shares are issued and outstanding.

Holders of the Common Shares are entitled to receive notice of meetings of shareholders of the Company, to attend and to cast one vote per Common Share at all such meetings. Holders of the Common Shares are entitled to receive on a pro rata basis such dividends if, as and when declared by the Board at its discretion and, unless otherwise provided by legislation, subject to the rights of the holders of any other class or series of shares ranking senior to the Common Shares.

In the event of any liquidation, dissolution or winding-up of the Company or other distribution of the assets of the Company among holders of the Common Shares for the purpose of winding-up its affairs, the holders of Common Shares will be entitled, subject to the rights of the holders of any other class or series of shares ranking senior to the Common Shares, to receive on a pro rata basis the remaining property or assets of the Company available for distribution, after the payment of debts and other liabilities

The Common Shares do not have any pre-emptive rights; conversion or exchange rights; redemption, retraction, purchase for cancellation or surrender provisions; sinking or purchase fund provisions; provisions permitting or restricting the issuance of additional securities or any other material restrictions or any provisions requiring a security holder to contribute additional capital.

An aggregate of 6,000,000 Common Shares are hereby offered at the Offering Price of $0.10 per Common Share. The securities to be distributed pursuant to the Offering hereunder are qualified by this Prospectus and are more particularly described under the heading "Plan of Distribution".

CONSOLIDATED CAPITALIZATION

The following tables sets out the consolidated capitalization of the Company as at the date of this Prospectus before and after giving effect to the Offering. This table must be read in conjunction with the Financial Statements, the accompanying notes and the Management's Discussion and Analysis contained in this Prospectus. Since July 31, 2021, there have been no material changes to the Company's consolidated share and loan capital. See " Appendix "A" – Audited Financial Statements ", " Appendix "B" – MD&A " and " Appendix "C" – Unaudited Financial Statements " and " Appendix "D" – MD&A ".

Description of Security	Number Authorized to be Issued	Amount Outstanding as of the date of this Prospectus	Amount Outstanding After Giving Effect to the Offering	Amount Outstanding upon Listing on the TSXV After Giving Effect to the Offering
Common Shares	Unlimited	36,126,120	42,626,120	42,926,120(1)
Compensation Options	N/A	N/A	390,000	390,000
Options	10% of the issued and outstanding	Nil	Nil	Nil
Long Term Debt	N/A	Nil	Nil	Nil

Notes

(1) Inclusive of 300,000 Common Shares to be issued to the Optionors on listing pursuant to the Option Agreement. See " General Description of the Business – Business of the Company – The Option Agreement ."

OPTIONS AND OTHER RIGHTS TO PURCHASE SECURITIES

Stock Options

On November 18, 2021, the Board approved the stock option plan (the " Stock Option Plan "). The Stock Option Plan remains subject to Shareholder approval, which the Company intends to obtain prior to Listing. As of the date of this Prospectus, there are no Options outstanding under the Stock Option Plan.

The purpose of the Stock Option Plan is to provide the Company with a share-related mechanism to attract, retain and motivate qualified directors, officers, employees and consultants, to reward those individuals from time to time for their contributions toward the long terms goals of the Company and to enable and encourage those individuals to acquire Common Shares as long term investments. As a reporting issuer, the Company is required to obtain Shareholder approval of the Stock Option Plan on a yearly basis in accordance with the policies of the TSXV. The general terms and conditions of the Stock Option Plan are reflected in the disclosure below.

Key Terms	Summary
Administration	The Stock Option Plan will be administered by the Board, or such director or other senior officer of
	the Company as may be designated as administrator by the Board. The Board or such committee may
	make, amend and repeal at any time, and from time to time, such regulations not inconsistent with
	the Stock Option Plan.
Number of Common	The maximum number of Common Shares issuable under the Stock Option Plan shall not exceed 10%
Shares	of the number of Common Shares issued and outstanding as of each date on which the Board grants
	the Option (the "Award Date") with certain limits on grants to Optionees (as defined in the Stock
	Option Plan), Optionees who are Insiders (as defined in the Stock Option Plan), Eligible Employees (as
	defined in the Stock Option Plan) and Optionees conducting Investor Relations Activities (as defined
	in the Stock Option Plan) in accordance with the rules and policies of the TSXV. The number of
	Common Shares underlying Options that have been cancelled, that have expired without being
	exercised in full, and that have been issued upon exercise of Options shall not reduce the number of
	Common Shares issuable under the Plan and shall again be available for issuance thereunder.
Securities	Each Option entitles the holder thereof (an "Option Holder") to purchase one Common Share at an
	exercise price determined by the Board.
Participation	Any director, senior officer, management company, employee or consultant of the Company
	(including any subsidiary of the Company), as the Board may determine.
Exercise Price	The exercise price of an Option will be determined by the Board in its sole discretion, provided that
	the exercise price will not be less than the Discounted Market Price (as defined in the policies of the
	TSXV).
Exercise Period	The exercise period of an Option will be the period from and including the award date through to and
	including the expiry date that will be determined by the Board at the time of grant (the "Expiry Date"),
	provided that the Expiry Date of an Option will be no later than the fifth anniversary of the Award
	Date of the Option, provided that such date does not fall within a blackout period imposed by the
	Company, and any Options granted to any Optionee who is a Director, Eligible Employee, or other
	Optionee will expire within 12 months following the date that such Optionee ceases to be engaged in
	such role.
Cessation of	Subject to certain limitations, in the event that an Option Holder ceases to be a director of the
Employment	Company or ceases to be employed by the Company, other than by reason of death, the Expiry Date
	of the Option will be 90 days after the date of such termination, except as otherwise provided in any

employment contract. Notwithstanding the foregoing or any employment contract, in no event shall such right be extended beyond the Option Period or one year from the date of termination.

In the event that an Option Holder should die while he or she is still director, senior officer, management company, employee or consultant of the Company, the Expiry Date will be 12 months from the date of death of the Option Holder.

Acceleration Events

If a third party makes a bona fide formal offer to the Company or its shareholders which would constitute an acceleration event, the Board may (i) permit the Option Holders to exercise their Options, as to all or any of such Options that have not previously been exercised (regardless of any vesting restrictions), but in no event later than the Expiry Date of the Option, so that the Option Holders may participate in such transaction; and (ii) require the acceleration of the time for the exercise of the Options and of the time for the fulfilment of any conditions or restrictions on such exercise.

Notwithstanding any other provision of the Stock Option Plan or the terms of any Option, if at any time when Options remains unexercised and the Company completes any transaction which constitutes an acceleration event, all outstanding unvested Options will automatically vest.

Any proposed acceleration of vesting provisions is subject to the policies and necessary approvals of the TSXV, if applicable.

Limitations The maximum number of Common Shares which may be issued, within any one-year period, to Insiders under the Stock Option Plan, together with any other share-based compensation arrangements of the Company, will be 10% of the total number of Common Shares issued and outstanding. The total number of Options awarded to any one individual in any twelve-month period will not exceed 5% of the issued and outstanding Common Shares of the Company at the Award Date unless the Company has obtained disinterested shareholder approval as required by the TSXV.

The total number of Options awarded to any one consultant of the Company in any twelve-month period will not exceed 2% of the issued and outstanding Common Shares of the Company at the Award Date unless consent is obtained from the TSXV.

The total number of Options awarded to all persons retained by the Company to provide Investor Relations Activities will not exceed 2% of the issued and outstanding Common Shares of the Company, in any twelve-month period, calculated at the Award Date unless consent is obtained from the TSXV. Options granted to persons retained to provide Investor Relations Activities will vest in stages over not less than twelve months with no more than one quarter of the options vesting in any three-month period.

Amendments

The Board may from time to time, subject to applicable law and to the prior approval, if required, of the shareholders, relevant stock exchanges or any other regulatory body having authority over the Company or the Stock Option Plan, suspend, terminate or discontinue the Stock Option Plan at any time, or amend or revise the terms of the Stock Option Plan or of any Option granted under the Stock Option Plan and the Option Agreement relating thereto, provided that no such amendment, revision, suspension, termination or discontinuance shall in any manner adversely affect any Option previously granted to an Optionee under the Stock Option Plan without the consent of that Optionee.

Compensation Options

Upon completion of the Offering, the Agent will receive Compensation Options entitling it to acquire that number of Common Shares equal to 6% of the aggregate number of Offered Shares sold under the Offering, each entitling the holder to purchase one Common Share at a price of $0.10 per Common Share at any time on or before the 36 months from the Listing Date. There are no assurances that the Compensation Options will be exercised in whole or in part.

PRIOR SALES

The following table summarizes the issuance of Common Shares or securities convertible or exchangeable into Common Shares for the 12-month period prior to the date of this Prospectus.

Date of Issue	Type of Securities	Reason for Issue	Number of Securities	Issue or Exercise Priceper Security
June 18, 2021	Common Shares	Private Placement(3)	400,000	$0.10

Notes

(1) Issued in connection with the 2021 Private Placement. See "D escription of the Business – History - Financings " for more information on the 2021 Private Placement.

ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTION ON TRANSFER

Escrowed Securities

As of the date of this Prospectus, an aggregate of 8,530,000 securities are subject to contractual restrictions, as follows:

Designation of Class	Number of securities held in escrow or that are subject to a contractual restriction on transfer	Percentage of Class
Common Shares	8,530,000(1)(2)	23.61%(3)

Notes

(1) 400,000 Common Shares are subject to a contractual restriction, whereby the holders of such Common Shares will not trade (as such term is defined in the Securities Act (British Columbia)) the Shares until the date that is fourth months and one day after the Listing Date.

(2) 8,130,000 Common Shares are subject to a contractual restriction, whereby such Common Shares are subject to the following timed releases: 25% on the date that is 4 months and 1 day after the Listing Date, 25% on the date that is 7 months and 1 day after the Listing Date; 25% on the date that is 10 months and 1 day after the Listing Date, and the remainder on the date that is 13 months and 1 day after the Listing Date. 1,926,000 of such Common Shares are held by Principals, and will be subject to escrow under NP 201 instead of the above-noted contractual releases.

(3) Based on 36,126,120 Common Shares issued and outstanding.

Other than as disclosed herein, no other securities of the Company are held, to the knowledge of the Company, in escrow or are subject to a contractual restriction on transfer.

Section 3.5 of NP 46-201 provides that all securities of a company owned or controlled by Principals (as defined in NP 46-201) must be escrowed at the time of the company’s initial public offering (which, for the purposes of NP 46201, includes a distribution by a reporting issuer if no escrow has been previously imposed by a securities regulator or a Canadian exchange on the issuer’s principals in connection with its current business), unless the securities held by the Principal or issuable to the Principal upon conversion of convertible securities held by the Principal collectively represent less than one percent of the total issued and outstanding shares of the Company after giving effect to the initial public offering.

Directors, executive officers and certain shareholders of the Company will enter into an Escrow Agreement with the Company pursuant to which the Escrow Shareholders will agree to deposit the securities of the Company which they hold (the “ Escrowed Securities ”) National Securities Administrators Ltd., as escrow agent, until they are released in accordance with terms of the Escrow Agreement, TSXV policies, NP 46-201 and applicable securities law as follows:

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

Assuming there are no changes to the escrowed securities initially deposited and no additional escrowed securities are deposited, the automatic timed release escrow applicable to the Company will result in a 10% release on the Closing Date, with the remaining escrowed securities being released in 15% tranches every six months thereafter. The automatic timed release provisions under NP 46-201 pertaining to "established issuers" provide for the release of 25% of each Principal's escrowed securities on the Closing Date, with an additional 25% being released in equal tranches at six month intervals over 18 months. If, within 18 months of the Closing Date, the Company meets the "established issuer" criteria as set out in NP 46-201, the escrowed securities will be eligible for accelerated release available for established issuers. In such a scenario, that number of escrowed securities that would have been eligible for release from escrow if the Company had been an "established issuer" on the Closing Date will be released from escrow immediately. The remaining escrowed securities would be released in accordance with the timed release provisions for established issuers, with all escrowed securities being released 18 months from the Closing Date.

As of the date of this Prospectus, the following table sets out information on the number of Common Shares which are expected to be subject to the terms of the Escrow Agreement to be entered into between the Company, the Escrow Agent as the depositary, and the following persons:

Escrow Holder	Number of Escrowed Common Shares	Percentage (%)(1)
Kevin Smith	1,000,000(2)	2.77
Braydon Hobbs	325,000	0.90
Ronald Woo	600,000(3)	1.66
Grant Carlson	1,000	0.003
Total	1,926,000	5.33

(1) Based on 36,126,120 Common Shares issued and outstanding.

(2) These Common Shares are held by LFG Management Corp, a corporation owned and controlled by Kevin Smith.

(3) 500,000 Common Shares are held by Ron Woo and Associates Ltd., a corporation owned and controlled by Ronald Woo.

Where the Common Shares of the Company which are required to be held in escrow are held by a non-individual (a “ holding company ”), each holding company pursuant to the Escrow Agreement, has agreed, or will agree, not to carry out any transactions during the currency of the Escrow Agreement which would result in a change of control of the holding company, without the consent of the TSXV. Any holding company must sign an undertaking to the TSXV that, to the extent reasonably possible, it will not permit or authorize any issuance of securities or transfer of securities could reasonably result in a change of control of the holding company. In addition, the TSXV may require an undertaking from any control person of the holding company not to transfer the shares of that company.

The complete text of the Escrow Agreement will be available for inspection at the offices of the Company, located at Suite 1000-1285 West Pender Street, Vancouver, British Columbia, V6E 4B1.

Seed Share Resale Restrictions

Securities that are issued to "Non-Principals" (as that term is defined in the policies of the TSXV) of the Company prior to the Listing Date at a price which is below the deemed price of the Common Shares upon Listing, being the Offering Price of $0.10, are subject to hold periods in accordance with seed share resale restrictions under the policies of the TSXV.

Debt Settlement Shares

The Common Shares held by persons who received Common Shares on October 17, 2018, and January 22, 2019, at the prices of $0.02 and $0.005 per Common Share pursuant to the settlement of debts owing by the Company will be subject to the TSXV resale matrix such that 10% of such Common Shares shall be free trading on the date of the Final Exchange Bulletin and 15% of such Common Shares shall become free trading every six months thereafter, such that 100% of such Common Shares shall become free trading on the date that is 36 months from the date of the Final Exchange Bulletin. Seed share resale restrictions will be imposed on the securities by imprinting legends on the applicable certificates representing such securities, and do not apply to persons who are subject to the Escrow Agreement.

PRINCIPAL SHAREHOLDERS

As of the date of this Prospectus, to the knowledge of the Company's directors and executive officers of the Company, no person beneficially owns, controls, directs Common Shares carrying in aggregate 10% or more of the voting rights attached to the Common Shares except as follows:

Name and Municipality of Residence or State of Incorporation	Number of Common Shares	Percentage of Ownership Prior to Offering(1)	Percentage of Ownership After Offering(1)(2)
XMIN Ventures Ltd.(3)	10,875,000	30.10%	25.51%

Notes:

(1) Based on 36,126,120 issued and outstanding Common Shares.

(2) Based on 42,626,120 issued and outstanding Common Shares, assuming completion of the Offering.

(3) Xmin Ventures Ltd. is a private company controlled by George Nicholson, a former director of the Company.

DIRECTORS, EXECUTIVE OFFICERS AND PROMOTERS

Name, Occupation, and Security Holdings

The following table sets out the name, province and country of residence, position or offices held with the Company, and principal occupation within the preceding five years of each of the Company's directors and executive officers.

Name, Position(s) held, and Province/State and Country of Residence	Director/Officer Since	Principal Occupation	Common Share Ownership	Total Ownership Prior to Giving Effect to Offering(2)	Total Ownership After Giving Effect to Offering(3)
Kevin Smith(1) North Vancouver, BC Chief Executive Officer and Director	September 10, 2019	See Director and Officer Biographies below.	1,000,000(4)	2.77%	2.35%

Name, Position(s) held, and Province/State and Country of Residence	Director/Officer Since	Principal Occupation	Common Share Ownership	Total Ownership Prior to Giving Effect to Offering(2)	Total Ownership After Giving Effect to Offering(3)
Braydon Hobbs North Vancouver, BC Chief Financial Officer and Director	September 10, 2019	See Director and Officer Biographies below.	325,000	0.90%	0.76%
Ronald Woo(1) Vancouver, BC Director	September 10, 2019	See Director and Officer Biographies below.	600,000(5)	1.66%	1.41%
Grant Carlson(1) West Vancouver, BC Director	September 13, 2021	See Director and Officer Biographies below.	1,000	0.003%	0.002%

Notes:

(1) Member of the audit committee.

(2) Based on 36,126,120 issued and outstanding Common Shares.

(3) Based on 42,626,120 issued and outstanding Common Shares, assuming completion of the Offering.

(4) These Common Shares are held by LFG Management Corp, a corporation owned and controlled by Kevin Smith.

(5) 500,000 Common Shares are held by Ron Woo and Associates Ltd., a corporation owned and controlled by Ronald Woo.

The Company's directors are elected annually and all of the above-noted individuals are expected to hold office until the next annual meeting of shareholders, at which time they may be re-elected or replaced. The terms of office of the executive officers expires at the discretion of the Board.

Director and Officer Biographies

Below is a brief biography of each director and officer of the Company.

Kevin Smith, age 37, Chief Executive Officer, Director and Promoter

As the Chief Executive Officer, Mr. Smith guides the corporate vision for the Company and drives major strategic decisions. Mr. Smith manages overall operations and the resources of the Company, and also serves in an investor relations role, liaising with current and prospective investors in the Company.

Mr. Smith is an entrepreneur with experience across a host of industries including resources, finance, technology and real estate development. Mr. Smith is the President of Bypass Equipment Ltd., a 40-year-old family business in Langley, British Columbia.

Mr. Smith has held the following positions in the last 5 years:

Chief Executive Officer and director of Gold Mountain Mining Corp. (TSXV: GMTN), a mineral exploration company (November 2018 – present);
Chief Executive Officer and director of EVI Ventures Corp. (May 2019 – present);
President, Chief Executive Officer and director of Evolution Global Financial Corp.,(May 2019 – present);
Chief Executive Officer and director of Mucho Cobre Resources Ltd., a mineral exploration company (September 2019 – present);

Chief Executive Officer and director of Polarity Minerals Corp., a mineral exploration company (September 2019 – present); and
President of Bypass Equipment Ltd., a farm equipment company, (September 2005 – present).

Mr. Smith is an independent contractor of the Company and has not entered into a non-competition and nondisclosure agreement with the Company. He will devote approximately 25% of his time to the Company.

Braydon Hobbs, age 35, Chief Financial Officer and Director

As Chief Financial Officer, Mr. Hobbs provides strategic management of the Company's accounting and financial matters . Mr. Hobbs is responsible for directing the accounting policies, procedures, and internal controls of the Company. Mr. Hobbs is a professional accountant with 7 years experience. He was a former manager at BDO Canada LLP. Previously with Woodbridge Homes as Director of Finance and with Deloitte UK LLP as Manager in Assurance – Private Markets, Mr. Hobbs graduated from the University of British Columbia in May 2009 with a Bachelors of Arts degree; thereafter, Mr. Hobbs received his Chartered Professional Accountant designation in June 2015.

Mr. Hobbs has held the following positions in the last 5 years:

Chief Financial Officer of Gold Mountain Mining Corp. (TSXV: GMTN), a mineral exploration company (September 2020 – present);
Broker at Frontline Real Estate Services Ltd., a commercial and residential real estate and brokerage firm (May 2019 – present);
Chief Financial Officer of Mucho Cobre Resources Ltd. (June 2019 – August 2020);
Officer of Polarity Minerals Corp., a mineral exploration company (June 2019 – August 2020);
Senior Associate (September 2012 – May 2017) and Manager (January 2019 – April 2019) at BDO Canada LLP, a public accounting, tax, consulting and business advisory firm;
Director of Finance at Woodbridge Homes Ltd., a real estate development company (June 2018 – December 2018); and
Manager at Deloitte UK LLP, a professional accounting, audit, tax and legal firm (June 2017 – May 2018).

Mr. Hobbs is an independent contractor of the Company and has not entered into a non-competition and nondisclosure agreement with the Company. He will devote approximately 20% of his time to the Company.

Ronald Woo, age 45, Director

Mr. Woo liaises with the Company's executive officers on strategic decisions and provides advice on the corporate vision for the Company. Mr. Woo earned a Bachelor of Engineering and a Bachelor of Science (specializing in computer science) from McGill University, in April 2000 and December 2002, respectively. Thereafter, in July 2009, Mr. Woo became certified with Engineers and Geoscientist of British Columbia.

Mr. Woo has held the following positions in the last 5 years:

President of Gold Mountain Mining Corp. (TSXV: GMTN), a mineral exploration company (January 2021 – present);
Chief Operating Officer of Rover Metals Corp. (TSXV: ROVR.V) (ROVMF: OTCMKTS) (April 2014 – August 2020);
Chief Executive Officer of Bayshore Minerals Incorporated, a mineral exploration company (February 2018 – December 2020); and
Director of Mucho Cobre Resources Ltd. (March 2019 – present).

Mr. Woo is an independent contractor of the Company and has not entered into a non-competition and nondisclosure agreement with the Company. He will devote approximately % of his time to the Company.

Grant Carlson, age 36, Director

Mr. Carlson liaises with the Company's executive officers on strategic decisions and provides advice on technical matters for the Company. Mr. Carlson is a professional engineer with 14 years of experience. Mr. Carlson is a consultant specializing in mining with SRK Canada's Mining Division and the Chief Operating Officer of Gold Mountain Mining Corp. He obtained a Bachelor of Applied Science degree in Mining Engineering at the University of British Columbia. Prior to joining SRK, Mr. Carlson worked at a number of mining operations across Canada. His primary experience is with drill and blast planning, life of mine planning and mining cost estimation that meets NI 43-101 reporting requirements.

Mr. Carlson has held the following positions in the last 5 years:

Chief Operating Officer of Gold Mountain Mining Corp. (TSXV: GMTN), a mineral exploration company December 2020 – present);
Chief Operating Officer of Bayshore Minerals Inc., a mineral exploration company (February 2018 – present); and
Associate Consultant and Senior Consultant of SRK Consulting (Canada) Inc. (January 2012 – present).

Mr. Carlson is an independent contractor of the Company and has not entered into a non-competition and nondisclosure agreement with the Company. He will devote approximately 1% of his time to the Company.

Share Ownership by Directors and Executive Officers

As at the date of this Prospectus, the directors and executive officers of the Company, as a group, beneficially own, control or direct, directly or indirectly, a total of 1,926,000 Common Shares representing 4.52% of the 42,626,120 total issued and outstanding Common Shares, assuming completion of the Offering.

Cease Trade Orders or Bankruptcies

To the Company's knowledge, no director, executive officer or promoter of the Company is, as at the date of this Prospectus, or was within 10 years before the date hereof, a director, chief executive officer or chief financial officer of any Company, including the Company, that:

(i) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation that was issued while the director, executive officer or promoter was acting in the capacity of a director, the chief executive officer or the chief financial officer thereof;
(ii) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation that was issued after the director, executive officer or promoter ceased to be a director, the chief executive officer or the chief financial officer thereof but which resulted from an event that occurred while that person was acting in such capacity;
(iii) became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or
(iv) within a year of the person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

Personal Bankruptcies

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

Penalties or Sanctions

To the Company's knowledge, no director, executive officer of the Company, a shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company, or promoter has been subject to: (i) any penalties or sanctions imposed by a court relating to provincial and territorial securities legislation or by a provincial and territorial securities regulatory authority or has entered into a settlement with a provincial and territorial securities regulatory authority; or (ii) any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable investor in making an investment decision.

Conflict of Interests

The members of the Board are required by law to act honestly and in good faith with a view to the best interests of the Company and to disclose any interests, which they may have in any project or opportunity of the Company. If a conflict of interest arises at a meeting of the Board, any director in a conflict is required to disclose his or her interests and abstain from voting on such matters. See " Corporate Governance – Ethical Business Conducts" .

Other than disclosed herein, there are no known existing or potential conflicts of interest among the Company, its directors and executive officers or other members of management of the Company or of any director, executive officer, or other member of management as a result of their outside business interests except that certain of the directors and executive officers serve as directors and officers of other companies, and therefore it is possible that a conflict may arise between their duties to the Company and their duties as a director or officer of such other companies. See " Corporate Governance – Board of Directors" and "Risk Factors" .

In rare circumstances, if deemed appropriate, the Company may establish a special committee of independent directors to review a matter in which several directors, or management, may have a conflict.

EXECUTIVE COMPENSATION

Securities legislation requires the disclosure of the compensation received by each Named Executive Officer of the Company. "Named Executive Officer" is defined by securities legislation to mean: (i) the Chief Executive Officer; (ii) the Chief Financial Officer; (iii) the most highly compensated executive officer of the Company, including any of its subsidiaries, other than the Chief Executive Officer and Chief Financial Officer, at the end of the most recently completed financial year whose total compensation was, individually more than $150,000 for that financial year; and (iv) each individual who would be a "Named Executive Officer" under paragraph (iii) but for the fact that the individual was neither an executive officer of the Company or its subsidiaries, nor acting in similar capacity, at the end of the most recently completed financial year.

As of the date of this Prospectus, the Company has the following Named Executive Officers (collectively, the " Named Executive Officers " or " NEOs "): Kevin Smith, the Chief Executive Officer of the Company, and Braydon Hobbs, the Chief Financial Officer of the Company.

Compensation, Excluding Options and Compensation Securities

The following table sets out the compensation, excluding Options and compensation securities, paid to the individuals who were NEOs and directors of the Company for the fiscal years ended October 31, 2019, and 2020.


Name and Position	Year	Salary, Consulting Fee, Retainer or Commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total Compensation ($)
Kevin Smith Chief Executive Officer and Director	2020	Nil	Nil	Nil	Nil	Nil	Nil
	2019	Nil	Nil	Nil	Nil	Nil	Nil
Braydon Hobbs Chief Financial Officer and Director	2020	Nil	Nil	Nil	Nil	Nil	Nil
	2019	Nil	Nil	Nil	Nil	Nil	Nil
Ronald Woo Director	2020	Nil	Nil	Nil	Nil	Nil	Nil
	2019	Nil	Nil	Nil	Nil	Nil	Nil

The compensation set out above is based on current conditions in the Company's industry and on the associated approximate allocation of time for the Named Executive Officers listed above and is subject in future to adjustments based on changing market conditions and corresponding changes to required time commitments. Following the Listing, the Company will review its compensation policies and may adjust them if warranted by factors such as market conditions.

Director Compensation

The Company has not paid any compensation to its directors, for their service as directors, since its incorporation. Any compensation to be paid to the executive officers and directors of the Company after the date of Listing will be determined by the Board.

External Management Companies

Other than as disclosed below under " Employment, Consulting and Management Agreements ", the Company has not entered into any agreement with any external management company that employs or retains one or more of the NEOs or directors and, other than as disclosed below, the Company has not entered into any understanding, arrangement or agreement with any external management company to provide executive management services to the Company, directly or indirectly, in respect of which any compensation was paid by the Company.

Stock Options and Other Compensation Securities

To date, no director or NEO has been granted or issued any compensation securities by the Company. It is the Company's intention to incentivize its management and directors through the issuance of Options.

Stock Option Plans and Other Incentive Plans

See " Options and Other Rights to Purchase Securities " for a description of the material terms of the Options and the Stock Option Plan.

Employment, Consulting and Management Agreements

As of the date hereof, the Company does not have any contract, agreement, plan or arrangement that provides for payments to the Named Executive Officers at, following, or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change in control of the Company or a change in a director or Named Executive Officer's responsibilities

Oversight and Description of Director and Named Executive Officer Compensation

The Board is responsible for determining, by way of discussions at Board meetings, the compensation to be paid to the Company's executive officers and directors. In assessing the compensation of its directors and executive officers, including the NEOs, the Company does not have in place any formal objectives, criteria or analysis; however, the performance of each individual is considered along with the Company's ability to pay compensation and its results of operation for the period.

Compensation payable to executive officers and directors will be approved by the full Board, on an annual basis. The Company has not established any specific performance criteria or goals to which total compensation or any significant element of total compensation to be paid to any NEO is dependent. NEOs' performance is reviewed in light of the Company's objectives from time to time and such officers' compensation is also compared to that of executive officers of companies of similar size and stage of development in the mineral exploration industry.

Future compensation to be awarded or paid to the Company's directors and/or executive officers, including NEOs, once the Company is expected to consist primarily of management fees or salary, stock options and bonuses. In the meantime, payments may be made from time to time to executive officers, including NEOs, or companies they control for the provision of consulting or management services. Such services will be paid for by the Company at competitive industry rates for work of a similar nature by reputable arm's length services providers. In addition, it is anticipated that the Board may award bonuses, in its sole discretion, to executive officers, including NEOs, from time to time. Any compensation paid to the Company's NEOs is dependent upon the Company's finances as well as the performance of each of the NEOs.

The Company does not have a compensation committee or any formal compensation policies at this time.

Pension Plan Benefits

The Company does not anticipate having any deferred compensation plan or pension plan that provide for payments or benefits at, following or in connection with retirement.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

The Company is not aware of any individuals who are either current or former executive officers, directors and employees of the Company or any of its subsidiaries and who is or has been at any time since the beginning of the most recently completed financial year indebted (whether entered into in connection with the purchase of securities of the Company or otherwise) that is owing to: (i) the Company or any of its subsidiaries, or (ii) another entity where such indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of its subsidiaries.

AUDIT COMMITTEE INFORMATION

The Company is relying on the exemption provided in section 6.1 of NI 52-110 – Audit Committees (" NI 52-110 ") in order to provide the disclosure required under Form 52-110F2 – Disclosure by Venture Issuers .

Audit Committee Charter

The Board has adopted a written charter for the Audit Committee, a copy of which is attached as Appendix "E" to this Prospectus.

The mandate of the Audit Committee is to assist the Board in fulfilling its financial oversight obligations, including the responsibility: (1) to identify and monitor the management of the principal risks that could impact the financial reporting of the Company; (2) to monitor the integrity of our financial reporting process and our internal accounting controls regarding financial reporting and accounting compliance; (3) to oversee the qualifications and independences of our external auditor; (4) to oversee the work of our financial management and external auditor; and (5) to provide and open avenue of communication between the external auditors, the Board and management.

Composition of Audit Committee

The members of the Audit Committee are Kevin Smith, Ronald Woo and Grant Carlson. The Audit Committee consists of three directors, two of whom are independent. Mr. Braydon Hobbs is not independent as he is the Chief Executive Officer of the Company and involved in the day-to-day operations of the Company. Each member of the Audit Committee is financially literate in accordance with NI 52-110 – Audit Committees (" NI 52-110 ").

For the purpose of NI 52-110, an individual is financially literate if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the issuer's financial statements. All members of the Audit Committee have experience reviewing financial statements and dealing with related accounting and auditing issues.

Relevant Education and Experience

The education and experience of each member of the Audit Committee that is relevant to the performance of his or her responsibilities as an Audit Committee member and, in particular, any education or experience that would provide the member with:

an understanding of the accounting principles used by the Company to prepare its financial statements;
the ability to assess the general application of such accounting principles in connection with the accounting for estimates, accruals and reserves;
experience preparing, auditing, analysing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company's financial statements, or experience actively supervising one or more individuals engaged in such activities; and
an understanding of internal controls and procedures for financial reporting,

The members of the Company's Audit Committee are as follows:

Name of Member	Education	Experience
Kevin Smith	Mr. Smith has corporate experience in a variety of industries, including resources, finance, technology and real estate development. He is well-versed in reading, analyzing and assessing financial statements, business plans and projections and developing and implementing internal control processes.	Mr. Smith is a business owner and entrepreneur. He currently serves as a director of the Company as well as its Chief Executive Officer. He currently serves as the Chief Executive Officer and a director of EVI Ventures Corp., and is a member of its audit committee.

Ronald Woo	Mr. Woo holds a Bachelors of Engineering and a Bachelors of Science (specializing in computer science) from McGill University, in April 2000 and December 2002, respectively. Mr. Woo became certified with Engineers and Geoscientist of British Columbia in July 2009.	Mr. Woo is a mine engineer and entrepreneur. He currently serves as a director of the Company and as Chief Operating Officer for Rover Metals Corp., a TSXV listed junior natural resource company. Previously, Mr. Woo served as Project Manager and Technical Services Manager with Ledcor Contractors Ltd.
Grant Carlson	Mr. Carlson earned a Bachelors of Science degree (specializing in mining engineering) from the University of British Columbia, in 2007.	Mr. Carlson is currently the Chief Operating Officer of Gold Mountain Mining Corp., a TSXV listed junior natural resource company. Mr. Carlson is a mining engineer with over 15 years experience. Mr. Carlson was previously a consultant with SRK and Mining Engineer with Taseko Mines Ltd.

Pre-Approval Policies and Procedures

Under its Charter, the Audit Committee is required to pre-approve all audit and non-audit services to be performed by the external auditor, together with approval of the engagement letter for all non-audit services and estimated fees thereof. The pre-approval process for non-audit services will also involve a consideration of the potential impact of such services on the independence of the external auditor.

External Auditor Service Fees

The following table sets out the audit fees billed by the Company's independent auditors, Adam Sung Kim Ltd. Chartered Professional Accountants, for external audit and other services performed during the period indicated.

Period	Audit Fees(1)	Audit Related Fees(2)	Tax Fees(3)	All Other Fees(4)
Year ended October 31, 2020	$7,650	Nil	Nil	Nil
Period from incorporation on January 30, 2018 to October 31, 2019	$10,122	Nil	Nil	Nil

Notes:

(1) Represents the aggregate fees for services related to the audit of annual financial statements.

(2) Represents the aggregate fees for review of interim financial statements, assurance and related services not included in Audit Fees.

(3) Represents the aggregate fees billed for tax compliance, tax advice and tax planning.

(4) Represents the aggregate fees billed for products and services provide by the Company's external auditor, other than the services reported under (1) to (3) above.

Exemption

The Company is relying on the exemption in section 6.1 of NI 52-110 from the requirements of Parts 3 ( Composition of the Audit Committee ) and 5 ( Reporting Obligations ).

CORPORATE GOVERNANCE DISCLOSURE

National Policy 58-101 – Disclosure of Corporate Governance Practices (the " Disclosure Instrument ") requires that the Company annually disclose its corporate governance practices with reference to a series of corporate governance practices outlined in National Policy 58-201 – Corporate Governance Guidelines (the " Guidelines ").

The following is a discussion of each of the Company's corporate governance practices for which disclosure is required by the Disclosure Instrument. Unless otherwise indicated, the Board believes that its corporate governance practices are consistent with those recommended by the Guidelines.

Mandate of the Board

In accordance with the mandate of the Board, the Board is responsible for overseeing the exercise of corporate powers and ensuring that the Company's business is managed to meet its corporate goals and objectives and that the long-term interests of the Shareholders are served. The Board is responsible for, among other things:

(a) adopting a strategic plan for the Company and reviewing the plan in light of management's assessment of emerging trends, industry changes, the competitive environment, the Company's strengths, weaknesses, opportunities and threats, risk issues, and key success factors for the achievement of Company's goals and objectives;
(b) overseeing succession planning for management by developing a policy for the appointment, training and performance monitoring of senior management and personnel and developing, training and mentoring selected successors;
(c) ensuring individual directors and the Board's committees are performing effectively;
(d) in consultation with the Corporate Governance Committee, defining the criteria that all proposed candidates for election to the Board will possess and developing corporate goals and objectives that the Chief Executive Officer is responsible for meeting;
(e) developing clear position descriptions for the Chair of the Board, the Chair of each committee and the Chief Executive Officer; and
(f) ensuring that all new directors receive comprehensive orientation including education regarding the role of the Board and its committees, the expectations of individual directors and the nature and operation of the Company's business.

In accordance with the mandate of the Board, all Board members are expected to: (a) develop and maintain an understanding of the Company's operations, strategies and industry within which the Company operates; (b) develop and maintain an understanding of the regulatory, legislative, business, social and political environment within which the Company operates; (c) develop and maintain familiarity with the officers of the Company; (d) attend Board and, if applicable, committee meetings regularly; (e) read advance materials prior to Board or committee meetings; (f) participate fully and actively in the discussions of the Board and any committee to which the individual belongs; (g) if absent from a meeting, keep up-to-date on discussions missed; (h) devote the necessary time and attention to Company issues in order to make informed decisions; (i) if requested, participate on Board committees; (j) remain knowledgeable of the mandate of the Board and the mandate of the committee or committees of which the director is a member; and (k) participate in continuing director education.

The frequency of meetings of the Board and the nature of agenda items may change from year to year depending upon the activities of the Company. The Board intends to meet at least quarterly and at each meeting there is a review of the business of the Company.

The Board facilitates its exercise of independent supervision over the Company's management through frequent meetings of the Board being held to obtain an update on significant corporate activities and plans, both with and without members of the Company's management being in attendance.

Director Independence

As of the date of this Prospectus, the Board consists of four individuals, two of whom are "independent", for the purposes of the Disclosure Instrument. The current independent directors are Ronald Woo and Grant Carlson. Each of Kevin Smith and Braydon Hobbs are not considered "independent" for the purposes of the Disclosure Instrument on the basis that they are executive officers of the Company.

Other Directorships

Currently, the following directors serve as directors of the following reporting issuers, in addition to the Company:

Name of Director	Reporting Issuer(s) or Equivalent(s)
Kevin Smith	Gold Mountain Mining Corp. (TSXV: GMTN) Polarity Minerals Corp. Mucho Cobre Resources Ltd. EVI Ventures Corp. Evolution Global Financial Corp.
Braydon Hobbs	Gold Mountain Mining Corp. (TSXV: GMTN) Polarity Minerals Corp. Mucho Cobre Resources Ltd.
Ronald Woo	Gold Mountain Mining Corp. (TSXV: GMTN) Polarity Minerals Corp. Mucho Cobre Resources Ltd.
Grant Carlson	Gold Mountain Mining Corp. (TSXV: GMTN)

Orientation and Continuing Education

Each new director of the Company is briefed about the nature of the Company's business, its corporate strategy and current issues within the Company. New directors are encouraged to review the Company's public disclosure record as filed on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com. Directors are also provided with access to management to better understand the operations of the Company, and to the Company's legal counsel to discuss their legal obligations as directors of the Company.

At present, the Company does not provide a formal orientation and education program for new directors. To the extent new directors are appointed to the Board, they will be encouraged to meet with management and inform themselves regarding management and the Company's affairs. The Company currently has no specific policy regarding continuing education for directors, however requests for education will be encouraged, and dealt with on an ad hoc basis.

Ethical Business Conduct

As part of its responsibility for the stewardship of the Company, the Board seeks to foster a culture of ethical conduct by requiring the Company to carry out its business in accordance with high business and moral standards and applicable legal and financial requirements. The Board has formalized this in its Code of Business Conduct and Ethics (the " Code "), which was adopted by the Board on November 18, 2021.

The Company's Chief Financial Officer is responsible for communicating the Code to directors, officers and employees. Compliance with the Code is maintained primarily through the reporting process within the Company's organizational structure. The Audit Committee monitors overall compliance with the Code and the Chief Financial Officer reports any alleged breaches of the Code to the Audit Committee. The Company's Chief Financial Officer and Audit Committee Chair then reports to the Board at regular quarterly meetings of the Board on any issues or concerns that have been raised.

Nomination of Directors

The full Board is currently responsible for all matters related to director recruitment, orientation, compensation and continuing education and evaluations of the Board, its committees and its members including periodically assessing the skills present on the Board, making recommendations as to whether and how those skills ought to, or could be, enhanced, and implementing a process for the identification of suitable candidates for appointment to the Board.

However, given its size, the Board has not yet adopted a formal process for identifying new candidates for nomination.

Compensation

The process for determining compensation for the directors and NEO's of the Company is set forth above under "Executive Compensation".

Other Board Committees

The Board delegates certain responsibilities to the Audit Committee. The Board has adopted a written charter for the Audit Committee a copy of which is attached as Appendix "E" to this Prospectus. As the directors are actively involved in the operations of the Company and the size of the Company's operations does not warrant a larger board of directors, the Board has determined that additional committees are not necessary at this stage of the Company's development.

Assessments

At present, the Board does not have a formal process for assessing the effectiveness of the Board, the effectiveness of Board committees and whether individual directors are performing effectively. The Board is of the view that the Company's shareholders provide the most effective and objective assessment of the Board's performance.

PLAN OF DISTRIBUTION

Pursuant to the Agency Agreement, the Company has appointed the Agent to act as its agent to conduct the Offering in the Qualifying Jurisdictions on a commercially reasonable efforts basis at the Offering Price for gross proceeds of $650,000. The Offering Price was determined by arm's length negotiations between the Company and the Agent, in accordance with the policies of the TSXV, and may bear no relationship to the price that will prevail in the public market. The Agent has agreed to assist with the Offering on an agency basis but is not obligated to purchase any of the Offered Shares for its own account.

Subscriptions will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice. Closing of the Offering will occur on such date or dates that the Company and the Agent mutually agree to close the Offering, provided such date is not later than the date that is 90 days after issuance of a receipt for the final Prospectus or, if a receipt has been issued for an amendment to the final Prospectus, 90 days after issuance of such receipt, and in any event not later than 180 days after issuance of a receipt for the final Prospectus (the " Closing Date ").

All subscription proceeds will be paid to the Agent in trust, and held by the Agent in trust, pending completion of the Offering and fulfillment of the other conditions set out in the Agency Agreement. If the minimum proceeds are not raised within 90 days of the issuance of a receipt for the final Prospectus, all subscription monies will be returned to subscribers without interest or deduction.

In consideration for their services in connection with the Offering, the Company has agreed to pay to the Agent a cash commission of 6.0% of the gross proceeds of the Offering (the " Agent's Fee "). In addition to the Agent's Fee, the Agent will receive that number of Compensation Options as is equal to 6.0% of the aggregate number of Offered Shares sold pursuant to the Offering at a price of $0.10 per Compensation Option Share for a period of 36 months following the Listing Date. The Agent will also receive a corporate finance fee (the " Corporate Finance Fee ") consisting of $25,000 plus applicable taxes of $1,250 (of which the Company has paid $13,125). The Compensation Options are qualified for distribution pursuant to this Prospectus. The Company will also pay the Agent's expenses incurred in connection with the offering, including reasonable fees and disbursements of Agent's legal counsel whether or not the Offering is completed.

There are no payments in cash, securities or other considerations being made, or to be made, to a promoter, finder or any other person or company in connection with the Offering other than the payments to be made to the Agent in accordance with the terms of the Agency Agreement. The obligations of the Agent under the Agency Agreement are subject to certain closing conditions, and may be terminated at the Agent's discretion at any time before Closing on the basis of "material change out", "market out", "disaster out", "regulatory out" "breach out", and "due diligence out" clauses in the Agency Agreement, in addition to termination upon the occurrence of certain other stated events. As the Agent has agreed to use its commercially reasonable efforts to sell the Offered Shares, the Agent is not obligated to purchase any of the Offered Shares under the Offering.

The Company has agreed to invite the Agent to participate as a member of a syndicate of one or more investment dealers for any brokered financing for 12 months following completion of the Offering. Furthermore, the Company has agreed to grant the Agent a right of first refusal to provide any brokered equity financing that the Company proposes to conduct for a period ending 12 months from the Closing Date.

The Company has agreed to indemnify the Agent, their affiliates and selling group members and their affiliates and their respective directors, officers, employees, partners, agents, advisors and shareholders from and against any and all losses, claims, actions, suits, proceedings, investigations, damages, liabilities or expenses of whatsoever nature or kind arising directly or indirectly from the Agency Agreement. Notwithstanding the above, the indemnity does not include claims arising from gross negligence, fraud or wilful misconduct of the Agent.

The Company has applied to the TSXV for the listing of its Common Shares. The TSXV has yet to approve the listing of the Common Shares, and listing is subject to the Company fulfilling all of the requirements of the TSXV, including meeting the TSXV listing requirements. There is no guarantee that the TSXV will provide approval for the listing of the Common Shares.

As at the date of the Prospectus, the Company does not have any of its securities listed or quoted, has not applied to list or quote any of its securities, and does not intend to apply to list or quote any of its securities, on the Toronto Stock Exchange, Aequitas NEO Exchange Inc., a U.S. marketplace, or a marketplace outside of Canada and the United States of America (other than the Alternative Investment Market of the London Stock Exchange or the PLUS markets operated by PLUS Markets Group plc).

This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the U.S. Securities Act). The Offered Shares being issued under the Offering have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. Persons, except in transactions exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws.

The Offered Shares sold pursuant to the Offering will be registered in the name of CDS and electronically deposited with CDS on the Closing Date. Purchasers of Offered Shares will receive only a customer confirmation from the Agent or other registered dealer who is a CDS participant and from or through whom a beneficial interest in the Offered Shares is acquired.

PROMOTERS

The promoter of the Company is set out in the table below. See "Directors, Officers and Promoters", "Prior Sales", "Executive Compensation" and "Options to Purchase Securities" for further information on the promoter.

Name	Position with Corporation	Number of Common Shares Owned	Percentage of Common Shares prior to giving effect to the Offering(1)	Percentage of Common Shares after giving effect to the Offering(2)
Kevin Smith	Chief Executive Officer and Director	1,000,000	2.77%	2.35%

Notes:

(1) Based on 36,126,120 Common Shares issued and outstanding. (2) Based on 42,626,120 Common Shares issued and outstanding following completion of the Offering.

LEGAL PROCEEDINGS AND REGULATORY ACTIONS

There are no legal proceedings the Company is or was a party to, or that any of its property is or was the subject of, since the beginning of the Company's most recently completed financial year, nor any such legal proceedings known to the Company to be contemplated, that involves a claim for damages, exclusive of interest and costs, exceeding 10% of the current assets of the Company.

There are no: (a) penalties or sanctions imposed against the Company by a court relating to any provincial and territorial securities legislation or by a securities regulatory authority within the three years immediately preceding the date of this Prospectus; (b) other penalties or sanctions imposed by a court or regulatory body against the Company that necessary for the Prospectus to contain full, true and plain disclosure of material facts relating to the Offered Shares; or (c) settlement agreements the Company entered into before a court relating provincial and territorial securities legislation or with a securities regulatory authority within the three years immediately preceding the date of this Prospectus.

INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

There is no material interest, direct or indirect, of any (a) director or executive officer of the Company; (b) person or company that beneficially owns, or controls or directs, directly or indirectly, more than 10% of any class or series of the Company's voting securities; or (c) associates or affiliate of any of the persons or companies referred to in (a) or (b) above in any transaction within three years before the date of this Prospectus that has materially affected or is reasonably expected to materially affect the Company.

AUDITORS, TRANSFER AGENT AND REGISTRARS

The auditor of the Company is Adam Sung Kim Ltd., Chartered Professional Accountants located at Unit #168, 4300 North Fraser Way, Burnaby, British Columbia V5J 5J8. The transfer agent and registrar for the Common Shares is National Securities Administrators Ltd., at its principal office in Vancouver, British Columbia.

MATERIAL CONTRACTS

Other than contracts made in the ordinary course of business, the following are the only material contracts entered into by the Company (i) within the two years prior to date hereof; or (ii) prior thereto but which are currently in effect and considered:

the Agency Agreement, see " Plan of Distribution ";
the Option Agreement, see " Description of the Business – Business of the Company" ; and
the Escrow Agreement, see " Escrowed Securities and Securities Subject to Contractual Restriction on Transfer ".

Copies of the material contracts will be available for inspection at the registered office of the Company located at 10[th] Floor, 595 Howe Street, Vancouver, British Columbia, V6C 2T5, during normal business hours while the securities offered by this Prospectus are in the course of distribution and for a period of 30 days thereafter. Particulars regarding the material contracts are disclosed elsewhere in this Prospectus (see " Plan of Distribution "; " General Development of the Business" ; " Escrowed Securities and Securities Subject to Contractual Restriction on Transfer ").

INTEREST OF EXPERTS

Adam Sung Kim Ltd. Chartered Professional Accountants of Unit #168, 4300 North Fraser Way Burnaby, BC, V5J 5J8 are the independent auditors of the Company and have confirmed that they are independent of the Company within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of British Columbia.

The information in this Prospectus under the heading "Eligibility for Investment" has been included in reliance upon the opinion of Thorsteinssons LLP.

The following person is named as having prepared or certified a report, valuation, statement or opinion in this Prospectus: David G. Mark, P.Geo., an independent consulting geologist and "qualified person" as defined in NI 43101 is the author responsible for the preparation of the Technical Report.

Certain legal matters in respect of this Prospectus have been passed upon on behalf of the Company by DuMoulin Black LLP on behalf of the Company and by MLT Aikins LLP on behalf of the Agent.

None of the aforementioned persons have received, or will receive, any registered or beneficial interest, direct or indirect in any securities or other property of the Company, nor are any of them expected to be elected, appointed or employed as a director, senior officer or employee of the Company or an associate of affiliate of the Company, or a promoter of the Company.

OTHER MATERIAL FACT

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

STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

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

A-1

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AUDITED FINANCIAL STATEMENTS FOR THE FISCAL PERIODS ENDED OCTOBER 31, 2019 AND 2020

S ee attached.

QURI-MAYU DEVELOPMENTS LTD.

CONSOLIDATED FINANCIAL STATEMENTS

For the Year Ended October 31, 2020

(Expressed in Canadian Dollars)

UNIT#168 4300 NORTH FRASER WAY BURNABY, BC, V5J 5J8

Adam Kim

ADAM SUNG KIM LTD.

T: 604.318.5465

CHARTERED PROFESSIONAL ACCOUNTANT

F: 778.375.4567

INDEPENDENT AUDITOR’S REPORT

To: the Shareholders of

Quri-Mayu Developments Ltd.

Opinion

I have audited the consolidated financial statements of Quri-Mayu Developments Ltd. and its subsidiaries (the “Company”), which comprise the consolidated statements of financial position as at October 31, 2020 and October 31, 2019, and the consolidated statements of loss and comprehensive loss, consolidated statements of cash flows and consolidated statements of changes in equity (deficiency) for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In my opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as at October 31, 2020 and October 31, 2019, and its consolidated financial performance and its cash flow for the years then ended in accordance with International Financial Reporting Standards (IFRSs).

Basis for Opinion

I conducted my audit in accordance with Canadian generally accepted auditing standards. My responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated financial statements section of my report. I am independent of the Company in accordance with the ethical requirements that are relevant to my audit of consolidated the consolidated financial statements in Canada, and I have fulfilled my other ethical responsibilities in accordance with these requirements. I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my opinion.

Material Uncertainty Related to Going Concern

I draw attention to Note 1 in the consolidated financial statements, which indicates that the Company incurred a net loss of $151,121 during the year ended October 31, 2020 and, as of that date, the Company had not yet achieved profitable operations, had accumulated losses of $939,681 since its inception, and expects to incur further losses in the development of its business. As stated in Note 1, these events or conditions, along with other matters as set forth in Note 1, indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. My opinion is not modified in respect of this matter.

Other Information

Management is responsible for the other information. The other information comprises the Management Discussion and Analysis.

My opinion on the consolidated financial statements does not cover the other information and I do not express any form of assurance conclusion thereon.

In connection with my audit of the consolidated financial statements, my responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or my knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work I have performed, I conclude that there is a material misstatement of this other information, I are required to report that fact. I have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRSs, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

My objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes my opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements. As part of an audit in accordance with Canadian generally accepted auditing standards, I exercise professional judgment and maintain professional skepticism throughout the audit. I also:

• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for my opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If I conclude that a material uncertainty exists, I are required to draw attention in my auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify my opinion. My conclusions are based on the audit evidence obtained up to the date of my auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. I am responsible for the direction, supervision and performance of the group audit. I remain solely responsible for my audit opinion.

I communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that I identify during my audit.

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

The engagement partner on the audit resulting in this independent auditor’s report is Adam Kim, CPA, CA.

“Adam Sung Kim Ltd.”

Chartered Professional Accountant

UNIT# 168

4300 NORTH FRASER WAY BURNABY, BC V5J 5J8 February 26, 2021

Quri-Mayu Developments Ltd. Consolidated Statements of Financial Position (Unaudited - Expressed in Canadian Dollars)

Notes	October 31, 2020 October 31, 2019
Assets Cash GST receivable Prepaid expenses and deposit	$ 848,244 $ 27,371 7,783 32,692 9,000 33,750
Non-current assets Exploration and evaluation asset 3,4	865,027 93,813 775,018 -
Total Assets	$ 1,640,045 $ 93,813
Liabilities Accounts payable and accrued liabilities 5 Loans payable 6	$ 468,187 $ 389,215 180,422 180,422
Current and Total Liabilities	648,609 569,637
Shareholders' Equity (Deficiency) Share capital 7 Deficit	1,931,117 312,736 (939,681) (788,560)
Total Shareholders' Equity (Deficiency)	991,436 (475,824)
Total Liabilities and Shareholders' Equity (Deficiency)	$ 1,640,045 $ 93,813

Nature and continuance of operations (Note 1)

Approved and authorized for issue by the Board of Directors on February 26, 2021:

“Braydon Hobbs” Braydon Hobbs, Director	“Ronald Woo”
	Ronald Woo, Director

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

Quri-Mayu Developments Ltd. Consolidated Statements of Loss and Comprehensive Loss (Expressed in Canadian Dollars)

		For the year ended October 31, For the year ended October 31,
	Note	2020 2019
Operating Expenses Administration		$ 31,983 $ 15,240
Listing and filing fees		4,315 89,281
Management and consulting fees Professional fees Property evaluation	8	80,766 80,278 16,048 11,569 18,750 375,000
Total expenses Other Item Interest income Impairment Interest expense	4 6	(151,862) (571,368) 741 - - (187,798) -(82)
Loss and comprehensive loss		$(151,121) $(759,248)
Basic and diluted lossper common share		$(0.01) $(0.05)
Weighted average and fully diluted common shares outstanding		20,538,798 15,089,600

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

Quri-Mayu Developments Ltd. Consolidated Statement of Changes in Shareholders’ Equity (Deficiency) (Expressed in Canadian Dollars)

	Common Shares
Notes
	Total Number Share Capital Deficit

Balance at October 31, 2018	2,105,400 $ 7,250 $ (29,312) $ (22,062)
Shares issued, under debt settlement agreement 7 Shares issued for acquisition of 1169783 B.C. Ltd. 3,7 Loss for theyear	12,325,700 216,514 - 216,514 5,065,020 88,972 - 88,972 - - (759,248) (759,248)
Balance at October 31, 2019	19,496,120 $ 312,736 $(788,560) $(475,824)
Shares issued, private placements 7 Shares issued for acquisition of 1200164 B.C. Ltd. dba Avalon West Acquisitions 3,7 Share issuance costs 7
	8,130,000 813,000 - 813,000
	8,100,000 810,000 - 810,000
	- (4,619) - (4,619)
Loss for theyear	- - (151,121) (151,121)
Balance at October 31, 2020	35,726,120 $ 1,931,117 $(939,681) $ 991,436

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

Quri-Mayu Developments Ltd. Consolidated Statements of Cash Flows (Expressed in Canadian Dollars)

	For the year ended October 31, For the year ended October 31,
Operating activities Net loss Adjustment for non-cash item: Impairmnent Accrued interest expense Accrued interest income Changes in non-cash working capital items: GST receivable Prepaid expenses and deposit Accounts payable and accrued liabilities
Net cash flows used in operating activities
Investing activities Exploration expenditures Loans advanced Cash assumed from acquisition of subsidiary
Net cash flows provided by (used in) investing activities
Financing activities Loans received Shares issued for cash Share issuance costs
Net cash flows provided by financing activities
Net change in cash Cash, beginning
Cash, ending
Non cash transactions:
Common shares issued for debt settlement Common shares issued for acquisition of subsidiary
Cash paid during the year for interest Cash paid during the year for income taxes

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

Quri-Mayu Developments Ltd. Notes to the Consolidated Financial Statements For the Years Ended October 31, 2020 and 2019 (Expressed in Canadian Dollars)

1. Nature and continuance of operations

Quri-Mayu Developments Ltd. (the “Company”) was incorporated as Quri-Mayu Ventures Ltd. as a wholly-owned subsidiary of reporting issuer EVI Global Group Developments Corp (“EGGD”) on November 28, 2017 under the laws of British Columbia, Canada. The Company changed its name to Quri-Mayu Developments Ltd. on August 13, 2018. The Company was divested (spun out) with EGGD on October 3, 2018 through a plan of arrangement.

The Company’s head office is located at 1000 – 1285 West Pender Street, Vancouver, BC Canada V6E 4B1. The principal business of the Company is the identification, evaluation and acquisition of mineral properties, as well as exploration of mineral properties once acquired.

These consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern, which presumes the realization of assets and settlement of liabilities in the normal course of operations in the foreseeable future. At October 31, 2020, the Company had not achieved profitable operations, had a net loss of $151,121 for the year ended October 31, 2020 and accumulated losses of $939,681 (October 31, 2019 - $788,560) since inception, all of which indicate a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon a number of factors including obtaining additional financing as required and having profitable operations. These consolidated financial statements do not give effect to adjustments to the carrying value and classification of assets and liabilities and related expense that would be necessary should the Company be unable to continue as a going concern. If the going concern assumption is not appropriate, material adjustments to the consolidated financial statements could be required.

Since March 2020, several measures have been implemented in Canada and the rest of the world in response to the increased impact from novel coronavirus (“COVID-19”). The Company continues to operate its business at this time. While the impact of COVID-19 is expected to be temporary, the current circumstances are dynamic and the impacts of COVID-19 on business operations cannot be reasonably estimated at this time. The Company anticipates this could have an adverse impact on its business, results of operations, financial position and cash flows in future periods.

2. Significant accounting policies and basis of presentation

a. Statement of compliance

The consolidated financial statements of the Company have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee.

Quri-Mayu Developments Ltd. Notes to the Consolidated Financial Statements For the Years Ended October 31, 2020 and 2019 (Expressed in Canadian Dollars)

2. Significant accounting policies and basis of presentation (continued)

b. Basis of presentation

The consolidated financial statements of the Company have been prepared on a historical cost basis except for certain financial instruments classified in accordance with measurements standards under IFRS. The consolidated financial statements are presented in Canadian dollars unless otherwise specified.

c. Consolidation

The consolidated financial statements include the accounts of the Company and its controlled subsidiary. Details of controlled subsidiaries are as follows:

subsidiary. Details of controlled subsidiaries are as follows:
Country of incorporation	Percentage owned*
	October 31, October 31,
	2020 2019
1169783 B.C. Ltd. (“783 BC”) Canada 1200164 B.C. Ltd. dba Avalon West Acquisitions("Avalon") Canada	100% 100% 100% 0%
*Percentage of voting power is in proportion to ownership.

d. Significant accounting judgments estimates and assumptions

The preparation of consolidated financial statements in conformity with IFRS requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported revenues and expenses during this period.

Although management uses historical experience and its best knowledge of the amount, events or actions to form the basis for judgments and estimates, actual results may differ from these estimates.

The most significant accounts that require estimates as the basis for determining the stated amounts include the recoverability of evaluation and exploration assets and recognition of deferred tax amounts.

Critical judgments exercised in applying accounting policies that have the most significant effect on the amounts recognized in the consolidated financial statements are as follows:

Going concern

Management assesses the Company's ability to continue as a going-concern at each reporting date, using all quantitative and qualitative information available. This assessment, by its nature, relies on estimates of future cash flows and other future events (as discussed in Note 1), whose subsequent changes could materially impact the validity of such an assessment.

Quri-Mayu Developments Ltd. Notes to the Consolidated Financial Statements For the Years Ended October 31, 2020 and 2019 (Expressed in Canadian Dollars)

2. Significant accounting policies and basis of presentation (continued)

d. Significant accounting judgments estimates and assumptions (continued)

Impairment of financial assets

The impairment assessment of a financial asset requires judgment. Management evaluates the duration and extent to which the fair value of an investment is less than its cost, and the financial health of and short-term business outlook for the investee, including factors such as industry and sector performance, changes in technology and operational and financing cash flow. When the fair value declines, management makes a judgment if the decline in value is other than temporary impairment to be recognized in profit or loss.

e. Exploration and evaluation assets

Costs incurred before the Company has obtained the legal rights to explore an area are expensed as incurred.

Exploration and evaluation expenditures include the costs of acquiring licenses and costs associated with exploration and evaluation activity. Option payments are considered acquisition costs provided that the Company has the intention of exercising the underlying option.

Property option agreements are exercisable entirely at the option of the optionee. Therefore, option payments (or recoveries) are recorded when payment is made (or received) and are not accrued.

Exploration and evaluation expenditures are capitalized. The Company capitalizes costs to specific blocks of claims or areas of geological interest. Government tax credits received are recorded as a reduction to the cumulative costs incurred and capitalized on the related property.

Exploration and evaluation assets are tested for impairment if facts or circumstances indicate that impairment exists. Examples of such facts and circumstances are as follows:

The period for which the Company has the right to explore in the specific area has expired during the period or will expire in the near future, and is not expected to be renewed;
substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor planned;
exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the entity has decided to discontinue such activities in the specific area; and
sufficient data exist to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from the successful development or by sale.

After technical feasibility and commercial viability of extracting a mineral resource are demonstrable, the Company stops capitalizing expenditures for the applicable block of claims or geological area of interest and tests the asset for impairment. The capitalized balance, net of any impairment recognized, is then reclassified to either tangible or intangible mine development assets according to the nature of the asset.

Quri-Mayu Developments Ltd. Notes to the Consolidated Financial Statements For the Years Ended October 31, 2020 and 2019 (Expressed in Canadian Dollars)

2. Significant accounting policies and basis of preparation (continued)

f. Financial instruments

The following is the Company’s new accounting policy for financial instruments under IFRS 9:

(i) Classification

The Company classifies its financial instruments in the following categories: at fair value through profit and loss (“FVTPL”), at fair value through other comprehensive income (loss) (“FVTOCI”) or at amortized cost. The Company determines the classification of financial assets at initial recognition. The classification of debt instruments is driven by the Company’s business model for managing the financial assets and their contractual cash flow characteristics. Equity instruments that are held for trading are classified as FVTPL. For other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument-by-instrument basis) to designate them as at FVTOCI. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or if the Company has opted to measure them at FVTPL.

The following table shows the classification under IFRS 9:

	Classification under
	IFRS 9
Cash and Receivables	Amortized cost
Accountspayable and accrued liabilities and Loanspayable	Amortized cost

(ii) Measurement

Financial assets and liabilities at amortized cost

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

Financial assets and liabilities at FVTPL

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

Debt investments at FVTOCI

These assets are subsequently measured at fair value. Interest income calculated using the effective interest method, foreign exchange gains and losses and impairment are recognized in profit or loss. Other net gains and losses are recognized in other comprehensive income (“OCI”). On derecognition, gains and losses accumulated in OCI are reclassified to the consolidated statements of loss and comprehensive loss.

Equity investments at FVTOCI

These assets are subsequently measured at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the

Quri-Mayu Developments Ltd. Notes to the Consolidated Financial Statements For the Years Ended October 31, 2020 and 2019 (Expressed in Canadian Dollars)

2. Significant accounting policies and basis of preparation (continued)

f. Financial instruments (continued)

(iii) Impairment of financial assets at amortized cost

investment. Other net gains and losses are recognized in OCI and are never reclassified to the consolidated statements of loss and comprehensive Loss.

The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the Company measures the loss allowance for the financial asset at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If at the reporting date, the financial asset has not increased significantly since initial recognition, the Company measures the loss allowance for the financial asset at an amount equal to the twelve-month expected credit losses. The Company shall recognize in the consolidated statements of loss and comprehensive loss, as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized.

(iv) Derecognition

Financial assets

The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity. Gains and losses on derecognition are generally recognized in the consolidated statements of loss and comprehensive loss.

Financial liabilities

The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled or expired. The Company also derecognizes financial liability when the terms of the liability are modified such that the terms and/or cash flows of the modified instrument are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.

Gains and losses on derecognition are generally recognized in the consolidated statements of loss and comprehensive loss.

g. Cash

Cash includes cash on hand and deposits held with banks.

h. Share capital

Common shares are classified as equity. Incremental costs directly attributable to the issue of common shares and share options are recognized as a deduction from equity, net of any tax effects. The proceeds from the exercise of stock options or warrants together with amounts previously recorded in reserves over the vesting periods are recorded as share capital. Share capital issued for non-monetary consideration is recorded at an amount based on fair value on the date of issue.

Quri-Mayu Developments Ltd. Notes to the Consolidated Financial Statements For the Years Ended October 31, 2020 and 2019 (Expressed in Canadian Dollars)

2. Significant accounting policies and basis of preparation (continued)

i. Loss per share

Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of shares outstanding during the year. Diluted earnings reflect the potential dilution of securities that could share in earnings of an entity. In a loss year, potentially dilutive common shares are excluded from the loss per share calculation as the effect would be anti-dilutive. Basic and diluted loss per share are the same for the periods presented.

j. Impairment of non-financial assets

The carrying amount of the Company’s assets (which includes exploration and evaluation assets) is reviewed at each reporting date to determine whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. An impairment loss is recognized whenever the carrying amount of an asset or its cash generating unit exceeds its recoverable amount. Impairment losses are recognized in the statement of loss and comprehensive loss.

The recoverable amount of assets is the greater of an asset’s fair value less cost to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects the current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate cash inflows largely independent of those from other assets, the recoverable amount is determined for the cashgenerating unit to which the asset belongs.

An impairment loss is only reversed if there is an indication that the impairment loss may no longer exist and there has been a change in the estimates used to determine the recoverable amount, however, not to an amount higher than the carrying amount that would have been determined had no impairment loss been recognized in previous years. Assets that have an indefinite useful life are not subject to amortization and are tested annually for impairment.

k. Income taxes

Current income tax:

Current income tax assets and liabilities for the current period are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date, in the countries where the Company operates and generates taxable income. Current income tax relating to items recognized directly in other comprehensive income or equity is recognized in other comprehensive income or equity and not in profit or loss. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

Quri-Mayu Developments Ltd. Notes to the Consolidated Financial Statements For the Years Ended October 31, 2020 and 2019 (Expressed in Canadian Dollars)

2. Significant accounting policies and basis of preparation (continued)

k. Income taxes (continued)

Deferred income tax:

Deferred tax is accounted for using the statement of financial position liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred taxes are not recognized for temporary differences related to the initial recognition of the assets or liabilities that affect neither accounting nor taxable profit nor investments in subsidiaries, associates and interests in joint ventures to the extent it is probable that they will not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner and expected date of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the statement of financial position date. A deferred tax asset is recognized only to the extent that it is probable that future taxable amounts will be available against which the asset can be utilized.

l. Accounting standards issued but not yet effective

Pronouncements that are not applicable to the Company have not been included in these financial statements.

IAS 1 Presentation of financial statements (amendment)

In October 2018, the IASB issued amendments to IAS 1 which were incorporated into Part I of the CPA Canada Handbook – Accounting by the Accounting Standards Board (“ASB”) in February 2019. The amendments clarify the definition of material and how it should be applied, as well as align the definition of material across IFRS standards and other publications. The amended definition of material states: Information is material if omitting, misstating or obscuring it could reasonably be expected to influence the decisions that the primary users of general purpose financial statements make on the basis of those financial statements, which provide financial information about a specific reporting entity.

The amendments are effective for annual periods beginning on or after January 1, 2020 and are required to be applied prospectively. Earlier application is permitted. The Company does not expect the adoption of this standard to have a material impact on the Company’s financial statements.

Quri-Mayu Developments Ltd. Notes to the Consolidated Financial Statements For the Years Ended October 31, 2020 and 2019 (Expressed in Canadian Dollars)

2. Significant accounting policies and basis of preparation (continued)

m. Restoration and environmental obligations

The Company recognizes liabilities for legal and constructive obligations associated with the retirement of mineral properties. The net present value of future rehabilitation costs is capitalized to the related asset along with a corresponding increase in rehabilitation provision in the period incurred. Discount rates using a pre-tax rate that reflect the time value of money are used to calculate the net present value.

The Company’s estimates of reclamation costs could change as a result of changes in the regulatory requirements, discount rates and assumptions regarding the amount and timing of the future expenditures. These changes are recorded directly to the related assets with a corresponding entry to the rehabilitation provision. The increase in the provision due to the passage of time is recognized as interest expense. The Company did not have any restoration provisions at October 31, 2020.

3. Acquisitions

Acquisition of Avalon

On October 30, 2020, the Company acquired a 100% interest in a private company, Avalon through the issuance of 8,100,000 common shares of the Company to the shareholders of Avalon with a fair value of $810,000 (Note 7).

At transaction date, the Company determined that acquisition of Avalon did not constitute a business as defined under IFRS 3, “Business Combination”, and the transaction was accounted for as an asset acquisition. The assets and liabilities are measured at their fair values at the acquisition date and the excess of the consideration paid over the fair value of net assets was attributed to the exploration and evaluation asset.

The net assets acquired are as follows:

Fair value of shares issued to acquire Avalon	$	810,000
Allocated to:
Cash		134,798
Prepaid		1,500
Exploration and evaluation asset (Note 4)		775,018
Accounts payable and accrued liabilities		(101,316)
	$	810,000

Quri-Mayu Developments Ltd. Notes to the Consolidated Financial Statements For the Years Ended October 31, 2020 and 2019 (Expressed in Canadian Dollars)

3. Acquisitions (continued)

Acquisition of 783 B.C.

On February 15, 2019, the Company acquired a 100% interest in a newly formed private company, 783 B.C. through the issuance of 5,065,020 common shares with a fair value of $88,972 to the shareholders of 783 B.C. (Note 7).

The net assets acquired are as follows:

Fair value of shares issued to acquire 783 B.C.	$	88,972
Allocated to:
Cash		7,081
GST receivable		6,150
Prepaid		26,250
Exploration and evaluation asset (Note 4)		114,641
Accounts payable and accrued liabilities		(50,150)
Loan payable		(15,000)
	$	88,972

4. Exploration and evaluation asset

The following is a description of the Company’s exploration and evaluation asset for the years ended October 31, 2020 and 2019:

October 31, 2020 and 2019:
	October 31,	October 31,
	2020	2019
	$	$
Balance, beginning	-	-
Acquisitions	775,018	114,641
Exploration expenditures	-	73,157
Impairment	-	(187,798)
Balance,ending	775,018	-

Quri-Mayu Developments Ltd. Notes to the Consolidated Financial Statements For the Years Ended October 31, 2020 and 2019 (Expressed in Canadian Dollars)

4. Exploration and evaluation asset (continued)

AT Property

On October 30, 2020, the Company acquired a 100% interest in Avalon through the issuance of 8,100,000 common shares with a fair value of $810,000 (Note 3).

Ronald Fisher and George Nicholson (collectively referred as the “Optionors”) had optioned a 100% interest in the mineral property called AT Mining Project (“AT Property”) situated in the province of British Columbia. Upon the acquisition of Avalon, the Company assumed the option agreement.

Pursuant to the option agreement, the Optionors shall grant full rights and authority to the Company for the AT Property upon the following:

I. Paying an aggregate maximum of $260,000 to the Optionors as follows:
$10,000 on execution of the option agreement (Unpaid) (Note 5 and 8); and
10% of exploration expenditures to be paid within 90 days of the completion of the work program during which such exploration expenditures were incurred up to a maximum aggregated amount of $250,000 in payments.
II. Issuing an aggregate of 300,000 common shares to the Optionors upon achieving a public listing where AT Property is the ‘’Qualifying Property” as such defined in the TSX Venture Exchange policies.

The Company shall pay an aggregate 2.5% net smelter royalty to the Optionors upon commencement of commercial production and the Company will have the right to purchase 0.5% of the net smelter royalty upon payment of an aggregate of $1,000,000 in shares to the Optionors. The Company shall have the right to purchase an additional 0.5% of the net smelter royalty at any time upon payment of an aggregate of $3,000,000 in shares to the Optionors.

Keaper Property

On February 15, 2019, the Company acquired a 100% interest in 783 B.C. through the issuance of 5,065,020 common shares with a fair value of $88,972 (Note 3).

Casa Minerals Inc. (“CMI”), had optioned a 100% interest in certain tenures situated in the Province of British Columbia (the “Keaper Property”), and 783 B.C. had optioned a 60% interest in the Keaper Property from CMI. Upon acquisition of 783 B.C., the Company assumed the option agreement. The Company will be deemed to have exercised the option upon:

I. Paying an aggregate of $550,000 to CMI as follows:
$15,000 on execution of the option agreement; (Paid)
$30,000 on or before the first anniversary of the date of the option agreement;
$75,000 on or before the second anniversary of the date of the option agreement;
$150,000 on or before the third anniversary of the date of the option agreement; and
$280,000 on or before the fourth anniversary of the date of the option agreement.

Quri-Mayu Developments Ltd. Notes to the Consolidated Financial Statements For the Years Ended October 31, 2020 and 2019 (Expressed in Canadian Dollars)

4. Exploration and evaluation asset (continued)

Keaper Property (continued)

II. Issuing an aggregate of 2,500,000 common shares to CMI as follows:
400,000 shares on execution of the option agreement; (Issued February 27, 2019)
600,000 shares on or before the first anniversary of the date of the option agreement;
500,000 shares on or before the second anniversary of the date of the option agreement;
500,000 shares on or before the third anniversary of the date of the option agreement; and
500,000 shares on or before the fourth anniversary of the date of the option agreement.
III. Incurring aggregate exploration expenditures of $4,000,000 on the property as follows:
$150,000 on or before the first anniversary of the date of the option agreement;
$350,000 on or before the second anniversary of the date of the option agreement;
$1,000,000 on or before the third anniversary of the date of the option agreement;
$1,000,000 on or before the fourth anniversary of the date of the option agreement; and
$1,500,000 on or before the fifth anniversary of the date of the option agreement.

The Company shall pay a 1.5% net smelter royalty to CMI upon commencement of commercial production and the Company will have the right to purchase 0.5% of the net smelter royalty on or before the sixth anniversary of the date of the option agreement upon payment of an aggregate of $500,000 to CMI. The Company shall have the right to manage and operate its own work programs.

At October 31, 2019, the Company decided not to proceed with the option agreement on the Keaper property. The Company recorded an impairment loss of $187,798 for the year ended October 31, 2019.

5. Accounts payables and accrued liabilities

	October 31,	October 31,
	2020	2019
	$	$
Accounts payable	217,249	161,777
Amounts due to related parties (Note 8)	222,438	212,438
Accrued liabilities	28,500	15,000
Accountspayable and accrued liabilities	468,187	389,215

Quri-Mayu Developments Ltd. Notes to the Consolidated Financial Statements For the Years Ended October 31, 2020 and 2019 (Expressed in Canadian Dollars)

6. Loans payable

I. On February 15, 2019, the Company acquired a 100% interest in 783 B.C. As a result of the transaction, the Company assumed the first loan of $15,000 payable to a related company (‘Xmin’). (Note 3 and 8)
II. During the year ended October 31, 2019, the company received two additional loans from Xmin. The first loan of $165,422 is unsecured, non-interest bearing and has no specified terms of repayment. (Note 8)
III. The second loan of $25,000 was secured by a promissory note, was payable on demand and bore interest at 6% per annum. The loan principal was settled during the year ended October 31, 2019. Accrued interest as at October 31, 2020 is $82 and is included in accounts payable and accrued liabilities.

7. Share capital

Authorized share capital

Unlimited common shares without par value.

Unlimited preferred shares without par value.

Issued and outstanding

35,726,120 common shares as at October 31, 2020 (October 31, 2019 – 19,496,120).

During the year ended October 31, 2020 :

On October 30, 2020, the Company issued 8,100,000 common shares with a fair value of $810,000 for the acquisition of a 100% equity interest in Avalon (Note 3).

On October 30, 2020, the Company completed the third tranche of a non-brokered private placement financing, issuing 300,000 common shares at a price of $0.10 per share for gross proceeds of $30,000.

On October 16, 2020, the Company completed the second tranche of a non-brokered private placement financing, issuing 250,000 common shares at a price of $0.10 per share for gross proceeds of $25,000.

On October 9, 2020, the Company completed the first tranche of a non-brokered private placement financing, issuing 920,000 common shares at a price of $0.10 per share for gross proceeds of $92,000.

On September 11, 2020, the Company completed a non-brokered private placement financing, issuing 6,660,000 common shares at a price of $0.10 per share for gross proceeds of $666,000.

The Company recorded $4,619 of share issuance costs in relation to the private placements closed during the year ending October 31, 2020.

Quri-Mayu Developments Ltd. Notes to the Consolidated Financial Statements For the Years Ended October 31, 2020 and 2019 (Expressed in Canadian Dollars)

7. Share capital (continued)

Issued and outstanding (continued)

During the year ended October 31, 2019:

On February 27, 2019, the Company issued 5,065,020 common shares with a fair value of $88,972 for the acquisition of a 100% equity interest in 783 B.C. (Note 3).

On January 22, 2019, the Company entered into debt settlement and subscription agreements to settle a total of $216,514 in debt for past services in exchange for 12,325,700 common shares of the Company. Included in the debt settlements were the following related party settlements for past services and amounts owing:

10,875,000 shares issued to settle $187,500 owing to an entity controlled by an officer of 783 B.C.;
100,000 shares issued to settle $2,000 owing to a company controlled by a former director;
500,000 shares issued to settle $10,000 owing to a company controlled by a former director.

As at October 31, 2020 and 2019, the Company has no stock options and warrants outstanding.

8. Related party transactions

Related party balances

At October 31, 2020, accounts payable includes $222,438 (October 31, 2019 - $212,438) owing to directors and officers. (Note 5)

At October 31, 2020, loans of $180,422 (October 31, 2019 - $180,422) are owing to a related company. (Note 6 (I) and (II))

Amounts due to related parties are unsecured, non-interest bearing and have no specified terms of repayment.

Related party transactions

Key management personnel include those persons having authority and responsibility for planning, directing and controlling activities of the Company as a whole. The Company has determined that its key management personnel consists of the Company’s Board of Directors and corporate officers.

During the years ended October 31, 2020 and 2019, the following amounts were incurred for directors and officers of the Company:

and officers of the Company:
	October	31, 2020	October 31, 2019
		$	$
Propertyevaluation costs		18,750	375,000

During the year ended October 31, 2019, a $1,000 related party receivable was offset against amounts owing for management and consulting fees.

Quri-Mayu Developments Ltd. Notes to the Consolidated Financial Statements For the Years Ended October 31, 2020 and 2019 (Expressed in Canadian Dollars)

9. Income tax

The income taxes shown in the consolidated statements of loss and comprehensive loss differ from the amounts obtained by applying statutory rates to the loss before income taxes due to the following:

	October 31,	October 31,
	2020	2019
Statutory tax rate	27.0%	27.0%
Loss before income taxes	$151,121	$759,248
Expected income tax recovery	(40,803)	(204,997)
Increase (decrease) in income tax recovery resulting from:
Items deductible and not deductible for income tax
purposes	(1,126)	-
Acquisition of a subsidiary	(48,509)	(33,269)
Current andprior tax attributes not recognized	90,438	238,266
Deferred income tax recovery	$-	$-

Details of deferred tax assets are as follows:

	October 31,	October 31,	October 31,
		2020	2019
Non-capital and capital losses	$	285,012	$ 195,476
Mineralpropertyand others		51,607	50,706
		336,619	246,182
Less: Unrecognized deferred tax assets		(336,619)	(246,182)
	$	-	$-

The Company has approximately $1,056,000 of non-capital losses available, which begin to expire in 2038 through to 2040 and may be applied against future taxable income. The Company also has approximately $273,000 of exploration and development costs which are available for deduction against future income for tax purposes. At October 31, 2020, the net amount which would give rise to a deferred income tax asset has not been recognized as it is not probable that such benefit will be utilized in the future years.

Quri-Mayu Developments Ltd. Notes to the Consolidated Financial Statements For the Years Ended October 31, 2020 and 2019 (Expressed in Canadian Dollars)

10. Capital Management

The Company defines its capital as shareholders’ equity. The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to support the acquisition and exploration and development of mineral properties.

The Board of Directors do not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company’s management to sustain future development of the business. As such, the Company will rely on the equity markets to fund its activities. In addition, the Company is dependent upon external financings to fund activities.

In order to carry out planned exploration and pay for administrative costs, the Company will need to raise additional funds. The Company will continue to assess new properties and seek to acquire an interest in additional properties if it feels there is sufficient geologic or economic potential and if it has adequate financial resources to do so.

Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.

11. Financial instruments

The Company’s financial instruments consists of cash, accounts payable and accrued liabilities and loans payable. The carrying values of cash, accounts payable and accrued liabilities and loans payable approximate their fair values because of the relatively short-term nature of the instruments. These estimates are subjective and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

There are three levels of the fair value hierarchy as follows:

Level 1: Values based on unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities.
Level 2: Values based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the asset or liability.
Level 3: Values based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement.

All financial instruments are classified as Level 1.

The Company is exposed in varying degrees to a variety of financial instrument related risks. The Board of Directors approves and monitors the risk management processes, inclusive of documented investment policies, counterparty limits, and controlling and reporting structures. The type of risk exposure and the way in which such exposure is managed is summarized as follows:

Quri-Mayu Developments Ltd. Notes to the Consolidated Financial Statements For the Years Ended October 31, 2020 and 2019 (Expressed in Canadian Dollars)

11. Financial instruments (continued)

Credit risk

The Company is not exposed to credit risk. The Company’s cash is held in large Canadian financial institutions. The Company has not experienced nor is exposed to any significant credit losses.

Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Financial assets and liabilities with variable interest rates expose the Company to cashflow interest rate risk. The Company does maintain bank accounts which earn interest at variable rates but it does not believe it is currently subject to any significant interest rate risk.

Foreign exchange risk

The Company’s functional and reporting currency is the Canadian dollar and major purchases are transacted in Canadian dollars. As a result, the Company’s exposure to foreign currency risk is minimal.

Liquidity risk

The Company’s ability to continue as a going concern is dependent on management’s ability to raise required funding through future equity issuances and through short-term borrowing. The Company manages its liquidity risk by forecasting cash flows from operations and anticipating any investing and financing activities. Management and the Board of Directors are actively involved in the review, planning and approval of significant expenditures and commitments. Management believes that the liquidity risk is high.

As at October 31, 2020, the Company had a cash balance of $848,244 (October 31, 2019 - $27,371) to settle current liabilities of $648,609 (October 31, 2019 - $569,636).

12. Segmented information

The Company operates in one reportable operating segment, being the acquisition and exploration of mineral properties in Canada. As the operations comprise of single reporting segment, amounts disclosed also represent segment amounts.

B-1

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MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE FISCAL PERIODS ENDED OCTOBER 31, 2019 AND 2020

See attached.

QURI-MAYU DEVELOPMENTS LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF THE COMPANY’S FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE YEAR ENDED OCTOBER 31, 2020

FORM 51-102F1

DATE AND SUBJECT OF REPORT

The following Management Discussion & Analysis (“MD&A”) is intended to assist in the understanding of the trends and significant changes in the financial condition and results of operations of Quri-Mayu Developments Ltd. (hereinafter “Quri-Mayu” or the “Company”) for the year ended October 31, 2020. The MD&A should be read in conjunction with the consolidated financial statements for the year ended October 31, 2020. The MD&A has been prepared effective February 26, 2021.

SCOPE OF ANALYSIS

The following is a discussion and analysis of Quri-Mayu Developments Ltd. The Company reports its financial results in Canadian dollars and in accordance with International Financial Reporting Standards (“IFRS”) and related interpretations as issued by the International Standards Board. All published financial results include the assets, liabilities and results of operations for the Company and its subsidiaries.

FORWARD LOOKING STATEMENTS

The information set forth in this MD&A contains statements concerning future results, future performance, intentions, objectives, plans and expectations that are, or may be deemed to be, forward-looking statements. These statements concerning possible or assumed future results of operations of the Company are preceded by, followed by or include the words ‘believes,’ ‘expects,’ ‘anticipates,’ ‘estimates,’ ‘intends,’ ‘plans,’ ‘forecasts,’ or similar expressions. Forward-looking statements are not guarantee of future performance. These forward-looking statements are based on current expectations that involve numerous risks and uncertainties, including, but not limited to, those identified in the Risks Factors section. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate. These factors should be considered carefully, and readers should not place undue reliance on forward-looking statements. The Company may not provide updates or revise any forward-looking statements, except those otherwise required under paragraph 5.8(2) of NI 51-102, whether written or oral that may be made by or on the Company's behalf.

TRENDS

Other than as disclosed in this MD&A, the Company is not aware of any trends, uncertainties, demands, commitments or events which are reasonably likely to have a material effect upon its revenue, income from continuing operations, profitability, liquidity or capital resources, or that would cause reported financial information not necessarily to be indicative of future operating results or financial condition.

GENERAL BUSINESS AND DEVELOPMENT

Quri-Mayu is in the business of mining and exploration.

The Company’s office is located at 1000 – 1285 W Pender Street, Vancouver, BC, V6E 4B1, Canada.

The Company is a reporting issuer in the Province of British Columbia. All public filings for the Company are on the SEDAR website www.sedar.com.

BUSINESS CHRONOLOGY

Quri-Mayu Developments Ltd. (the "Company") was incorporated as Quri-Mayu Ventures Ltd. as a wholly-owned subsidiary of reporting issuer EVI Global Group Developments Corp. (“EGGD”) on November 28, 2017 under the laws of British Columbia, Canada. The Company changed its name to Quri-Mayu Developments Ltd. on August 13, 2018. The Company was divested (spun out) with EGGD on October 3, 2018.

On February 15, 2019, the Company acquired a 100% interest in a newly formed private company, 1169783 B.C. Ltd. (“783 B.C.”) through the issuance of 5,065,020 common shares with a fair value of $88,972.

On October 30, 2020, the Company acquired a 100% interest in a private company, 1200164 B.C. Ltd. Dba Avalon West Acquisitions (“Avalon”) through the issuance of 8,100,000 common shares with a fair value of $810,00.

From incorporation to date, no significant operations have begun, and management is continuing to evaluate and consult on available business opportunities.

ACQUISITIONS

ACQUISITION OF AVALON

Fair value of shares issued to acquire Avalon	$	810,000
Allocated to:
Cash		134,798
Prepaid		1,500
Exploration and evaluation asset		775,018
Accounts payable and accrued liabilities		(101,316)
	$	810,000

ACQUISITION OF 783 B.C.

On February 15, 2019, the Company acquired a 100% interest in 783 B.C. through the issuance of 5,065,020 common shares with a fair value of $88,972. The net assets acquired are as follows:

Fair value of shares issued to acquire 783 B.C.	$	88,972
Allocated to:
Cash		7,081
GST receivable		6,150
Prepaid		26,250
Exploration and evaluation asset		114,641
Accounts payable and accrued liabilities		(50,150)
Loan payable		(15,000)
	$	88,972

EXPLORATION AND EVALUATION ASSET

AT PROPERTY

Pursuant to the option agreement, the Optionors shall grant full rights and authority to the Company for the AT Property upon the following:

I. Paying an aggregate maximum of $260,000 to the Optionors as follows:
$10,000 on execution of the option agreement (Unpaid); and
10% of exploration expenditures to be paid within 90 days of the completion of the work program during which such exploration expenditures were incurred up to a maximum aggregated amount of $250,000 in payments.
II. Issuing an aggregate of 300,000 common shares to the Optionors upon achieving a public listing where AT Property is the ‘’Qualifying Property” as such defined in the TSX Venture Exchange policies.

KEAPER PROPERTY

Casa Minerals Inc. (“CMI”), had optioned a 100% interest in certain tenures situated in the Province of British Columbia (the “Keaper property”), and 783 B.C. had optioned a 60% interest in the Keaper property from CMI. Upon acquisition of 783 B.C., the Company assumed the option agreement.

I. Paying an aggregate of $550,000 to CMI as follows:
$15,000 on execution of the option agreement; (Paid)
$30,000 on or before the first anniversary of the date of the option agreement;
$75,000 on or before the second anniversary of the date of the option agreement;
$150,000 on or before the third anniversary of the date of the option agreement; and
$280,000 on or before the fourth anniversary of the date of the option agreement.
II. Issuing an aggregate of 2,500,000 common shares to CMI as follows:
400,000 shares on execution of the option agreement; (Issued February 27, 2019)
600,000 shares on or before the first anniversary of the date of the option agreement;
500,000 shares on or before the second anniversary of the date of the option agreement;
500,000 shares on or before the third anniversary of the date of the option agreement; and
500,000 shares on or before the fourth anniversary of the date of the option agreement.
III. Incurring aggregate exploration expenditures of $4,000,000 on the property as follows:
$150,000 on or before the first anniversary of the date of the option agreement;
$350,000 on or before the second anniversary of the date of the option agreement;
$1,000,000 on or before the third anniversary of the date of the option agreement;
$1,000,000 on or before the fourth anniversary of the date of the option agreement; and
$1,500,000 on or before the fifth anniversary of the date of the option agreement.

At October 31, 2019, the Company decided not to proceed with the option agreement on the Keaper property. The Company recorded an impairment loss of $187,798 for the year ended October 31, 2019. The Company will continue its efforts on finding new properties and other mineral exploration projects.

SELECTED ANNUAL INFORMATION

SELECTED ANNUAL INFORMATION

	October 31,	October 31,	October 31,
	2020	2019	2018
	$	$	$
Financial Results
Net loss for the year	(151,121)	(759,248)	(29,312)
Loss per share – basic and diluted	(0.01)	(0.05)	(0.25)
Balance Sheet Data
Total liabilities	648,609	569,637	23,914
Shareholders' equity (deficiency)	991,436	(475,824)	(22,062)

RESULTS OF OPERATIONS

For the year ended October 31, 2020

The Company had no revenue and a net loss of $151,121 for the year ended October 31, 2020 compared to a net loss of $759,248 for the year ended October 31, 2019, representing a decrease in loss of $608,127.

Major variances are as follows:

For the year ended October 31, 2020, property investigation costs were $18,750 compared to $375,000 for the year ended October 31, 2019. The decrease in property evaluation costs relates to reduction in Company’s activity in investigating potential exploration and mining opportunities.
For the year ended October 31, 2020, administration costs were $31,983 compared to $15,240 for the prior year ended October 31, 2019. The increase is related to shared office premises and administration services which commenced in May 2019.
For the year ended October 31, 2020, listing and filing fees were $4,315 compared to $89,281 for the prior year ended October 31, 2019. The decrease in fees is related to the higher prior year costs that were associated with listing of the Company in the Canadian Securities Exchange.
For the year ended October 31, 2020, impairment loss was $Nil compared to $187,798 for the prior year ended October 31, 2019. The impairment recorded in the prior year was related to the Company not proceeding with the option agreement on the Keaper Property.

For the three months ended October 31, 2020

The Company had no revenue and a net loss of $33,933 for the three months ended October 31, 2020 compared to a net loss of $260,342 for the three months ended October 31, 2019, representing a decrease in loss of $226,409.

Major variances are as follows:

For the three months ended October 31, 2020, management and consulting fees were $29,389 compared to a recovery of $8,597 for the three months ended October 31, 2019. The increase in the current quarter was a result of reclassification of prior quarter expenses from administration to management fees.
For the three months ended October 31, 2020, the Company recorded administration costs recovery of $3,866 compared to an expense of $7,586 for the three months ended October 31, 2019. The decrease was related to the reclassification of expenses from administration to management fees.
For the three months ended October 31, 2020, professional fees were $6,979 compared to $10,784 for the three months ended October 31, 2019. The higher fees in the prior year quarter were related to the timing of recording of legal and audit fees. Legal and audit fees from prior quarters were recorded in the fourth quarter of fiscal year 2019.
For the three months ended October 31, 2020, listing and filing fees were $2,172 compared to $62,771 for the three months ended October 31, 2019. The fees in the prior year quarter relates to costs incurred with respect to listing the Company on the Canadian Securities Exchange.
For the three months ended October 31, 2020, impairment loss was $Nil compared to $187,798 for the three months ended October 31, 2019. The impairment recorded in the prior year quarter was related to the Company not proceeding with the option agreement on the Keaper Property.

SUMMARY OF FINANCIAL RESULTS FOR RECENTLY COMPLETED QUARTERS

The following table summarizes the financial results of operations for the eight most recent fiscal quarters ended October 31, 2020:

Oct 31, 2020 (Q4) Jul 31, 2020 (Q3) April 30, 2020 (Q2) Jan 31, 2020 (Q1) Oct 31, 2019 (Q4) Jul 31, 2019 (Q3) Apr 30, 2019 (Q2) Jan 31, 2019 (Q1)	Oct 31, 2020 (Q4) Jul 31, 2020 (Q3) April 30, 2020 (Q2) Jan 31, 2020 (Q1) Oct 31, 2019 (Q4) Jul 31, 2019 (Q3) Apr 30, 2019 (Q2) Jan 31, 2019 (Q1)
$ $ $ $ $ $ $ $ Expenses 34,674 30,355 37,212 49,620 72,544 38,139 32,875 427,810 Other items (741) - - -187,798 -82 -
Net loss (33,933) (30,355) (37,212) (49,620) (260,342) (38,139) (32,957) (427,810) Basic and diluted loss per share (0.00) (0.00) (0.00) (0.00) (0.01) (0.01) (0.01) (0.12)
Assets 1,640,045 53,138 59,381 71,769 93,813 229,302 252,749 23,243
Working capital (deficiency) 216,418 (593,012) (562,657) (525,444) (475,824) (357,418) (319,279) (233,358)

The Company had not commenced commercial operations as of October 31, 2020, nor to the date of filing of this MD&A. Notwithstanding, the Company and management continue to identify business opportunities for the Company.

LIQUIDITY AND CAPITAL RESOURCES

As at October 31, 2020, the Company had a working capital of $216,418.

During the year ended October 31, 2020, the Company incurred a net loss of $151,121 and, as at October 31, 2020, had a cumulative deficit of $939,681.

During the year ended October 31, 2020, the Company completed various non-brokered private placement financings, issuing an aggregate of 8,130,000 common shares for gross proceeds of $813,000.

The continuation of the Company as a going concern is dependent on its ability to raise additional capital or debt financing, including on reasonable terms, in order to meet business objectives towards achieving profitable business operations.

There can be no assurance that consultants, service providers, and advisors will continue to extend unpaid accounts, services, and liabilities to the Company in order to maintain its business and filing requirements as a reporting issuer.

SHARE CAPITAL AND OUTSTANDING SHARE DATA

Common Shares:

The Company have 35,726,120 common shares as of October 31, 2020 and at the date of this report.

The Company has no options or warrants issued or outstanding as of October 31, 2020 and the date of this report.

RELATED PARTY TRANSACTIONS

Related party balances

At October 31, 2020, accounts payable includes $222,438 (October 31, 2019 - $212,438) owing to directors and officers.

At October 31, 2020, loans of $180,422 (October 31, 2019 - $180,422) are owing to a related company (‘Xmin’).

Amounts due to related parties are unsecured, non-interest bearing and have no specified terms of repayment.

Transactions

During the years ended October 31, 2020 and 2019, the following amounts were incurred with directors and officers of the Company:

During the years ended October 31, 2020 and 2019, the directors and officers of the Company:	following amounts were incurred with
	October 31, 2020 $ October 31, 2019 $
Property evaluation costs	18,750 375,000

During the year ended October 31, 2019, a $1,000 related party receivable was offset against amounts owing for management and consulting fees.

MANAGEMENT OF INDUSTRY AND FINANCIAL RISK

The Company is in the mineral exploration sector and manages related industry risk issues directly.

Management is not aware of and does not anticipate any significant environmental exposure or risk of remediation costs or liabilities as it does not currently have any active mineral exploration operations.

The Company’s has minimal exposure to any financial risks having not commenced commercial operations. The Company’s primary financial risk to liquidity risk due to its reliance on demand loans, vendors and consultants continuing to extend payment terms, and management continuing to accrue expenses for unpaid services. Any one or more of these liquidity risks may have a material financial impact on the Company, should favorable loans, services, and/or terms become no longer available to the Company.

OFF-BALANCE SHEET TRANSACTIONS

The Company has not entered into any significant off-balance sheet arrangements or commitments.

RISK AND UNCERTAINTIES

Core Business

The Company’s business focus is on mining and exploration.

Significant capital investment, geological and mining personnel, management, and consultants will be required for the development of any potential mining and exploration project.

There is no certainty that any expenditures to be made by the Company as described herein will result in successful mining and exploration. There is aggressive competition within the mineral exploration and development sector with larger exploration companies developing related technology internally. As such, significant capital investment is required along with extensive other resources to develop any potential mineral claims and future mining operations, if attainable. There can be no assurance the Company will be successful in obtaining required capital on acceptable terms to reach its business objectives.

Some risks the Company may be exposed to include, but are not limited to the following:

Conflicts of Interest

The Company’s directors and officers also serve as directors and/or officers of other private and public companies involved in other business ventures. Consequently, there exists the possibility for such directors and/or officers to be in a position of conflict. Any decision made by such directors involving the Company will be made in accordance with their duties and obligations to deal fairly and in good faith with the Company and such other companies. As such, these individuals would refrain from voting on the conflicted matter and would be forced to forego potential business or conduct such business in conflict.

Going Concern Risk

The ability of the Company to continue as a going concern is uncertain and dependent upon its ability to achieve profitable operations, obtain additional capital and receive continued support from its shareholders. Management of the Company will have to raise capital through private placements or debt financing and proposes to continue to do so through future private placements and offerings. The outcome of these matters cannot be predicted at this time.

Operating History and Expected Losses

The Company expects to make significant investments in order to develop its services, increase marketing efforts, improve its operations, conduct research and development and update its equipment. As a result, start-up operating losses are expected, and such losses may be greater than anticipated, which could have a significant effect on the long-term viability of the Company.

Competition

The mining and exploration sector is highly competitive. Other companies in the sector have significantly more geological, engineering, technical, mining expertise, equipment, and financial resources. There can be no assurance the Company will attain a level of such resources in order to compete with.

Reliance on Joint Ventures, Partnerships, or Minority Interests

The nature of the Company’s operations may require it to enter into various agreements with partners, joint venture partners, or minority interests in mineral and exploration projects.

There is no guarantee that those with whom the Company needs to deal will be successful in these joint or participating interests for mining and exploration.

Uninsured Risks

The Company may carry insurance to protect against certain risks in such amounts as it considers adequate. Risks not insured against include key person insurance as the Company heavily relies on the company’s directors and officers.

Growth Management

In executing the Company’s business plan for the future, there will be significant pressure on management, operations, technical, and other assets or resources. The Company anticipates that its operating and personnel costs will increase substantially in the future when and if it is able to commence commercial operations. In order to manage its growth, the Company will have to substantially increase consultants, geological personnel, engineers, technical, human resources, and executive and administration staff to run its operations, while at the same time efficiently maintaining a large number of relationships with third parties. The Company will also have to acquire, lease, or rent a substantial amount of mining and extraction equipment. There can be no assurance that the Company will be able to meet these growth objectives.

Reliance on Key Personnel, Service Provider, and Advisors

The Company relies heavily on its director and officers, along with key service providers, business advisors and consultants. The loss of their services would have a material effect on the business of the Company. There can be no assurance that directors and officers, or consultants engaged by the Company will continue to provide services in the employ of, or in a consulting capacity to, the Company or that they will not set up competing businesses or accept positions with competitors. There is no guarantee that certain employees of, and contractors to, the Company who have access to confidential information will not disclose the confidential information.

COVID-19

Since March 2020, several measures have been implemented in Canada and the rest of the world in response to the increased impact from novel coronavirus (COVID-19). The Company continues to operate its business at this time. While the impact of COVID-19 is expected to be temporary, the current circumstances are dynamic and the impacts of COVID-19 on business operations cannot be reasonably estimated at this time. The Company anticipates this could have an adverse impact on its business, results of operations, financial position and cash flows in the future periods.

MANAGEMENT’S RESPONSIBILITY FOR THE CONSOLIDATED FINANCIAL STATEMENTS

The information provided in this report as referenced from the Company’s consolidated financial statements for the referenced reporting period is the sole responsibility of management. In the preparation of the information along with related and accompanying statements and estimates contained herein, management uses careful judgement in assessing the values (or future values) of certain assets or liabilities. It is the opinion of management that such estimates are fair and accurate as presented.

OTHER INFORMATION

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

CORPORATE INFORMATION

Directors: Kevin Smith, CEO Braydon Hobbs, CFO Ronald Woo Auditor: Adam Sung Kim Ltd.

Legal Counsel: Clark Wilson, LLP

C-1

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UNAUDITED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED JULY 31, 2021

See attached.

QURI-MAYU DEVELOPMENTS LTD.

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Unaudited)

For the Nine Months Ended July 31, 2021 and 2020

(Expressed in Canadian Dollars)

Quri-Mayu Developments Ltd. Condensed Consolidated Interim Statements of Financial Position (Unaudited - Expressed in Canadian Dollars)

Notes	July 31, 2021 October 31, 2020
Assets Cash GST receivable Prepaid expenses and deposit	$ 622,621 $ 848,244
	12,613 7,783 9,000 9,000
Non-current assets Deferred financing fees 11 Exploration and evaluation asset 3	644,234 865,027 44,828 - 860,994 775,018
Total Assets	$ 1,550,056 $ 1,640,045
Liabilities Accounts payable and accrued liabilities 4 Loans payable 5	$ 461,975 $ 468,187 180,422 180,422
Current and Total Liabilities	642,397 648,609
Shareholders' Equity Share capital 6 Deficit	1,963,839 1,931,117 (1,056,180) (939,681)
Total Shareholders' Equity	907,659 991,436
Total Liabilities and Shareholders' Equity	$ 1,550,056 $ 1,640,045

Nature and continuance of operations (Note 1)

Proposed transaction (Note 11)

Approved and authorized for issue by the Board of Directors on September 14, 2021:

“Braydon Hobbs” Braydon Hobbs, Director	“Ronald Woo”
	Ronald Woo, Director

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

Quri-Mayu Developments Ltd. Condensed Consolidated Interim Statements of Loss and Comprehensive Loss (Unaudited - Expressed in Canadian Dollars)

Note	For the three months ended July 31, For the three months ended July 31, For the nine months ended July 31, For the nine months ended July 31, 2021 2020 2021 2020
Operating Expenses Administration Listing and fees	$ 7,966 $ 13,907 $ 23,903 $ 35,849 150 - 2,411 2,143
Management and consulting fees Professional fees Property evaluation 7	18,424 11,573 71,656 51,377 7,552 4,875 18,529 9,069 - - -18,750
Loss and comprehensive loss	$(34,092) $(30,355) $(116,499) $(117,188)
Basic and diluted loss per common share	$(0.00) $(0.00) $(0.00) $(0.01)
Weighted average and fully diluted common shares outstanding	35,917,424 19,496,120 35,790,589 19,496,120

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

Quri-Mayu Developments Ltd. Condensed Consolidated Interim Statement of Changes in Shareholders’ Equity (Deficiency) (Unaudited - Expressed in Canadian Dollars)

	Common Shares

	Total Number Share Capital Deficit

Balance at October 31, 2019 Loss for theperiod	19,496,120 $ 312,736 $ (788,560) $ (475,824) - -(117,188) (117,188)
Balance at July 31, 2020	19,496,120 $ 312,736 $(905,748) $(593,012)

Balance at October 31, 2020 Share issuance costs Shares issued for cash	35,726,120 1,931,117 (939,681) 991,436 - (7,278) - (7,278) 400,000 40,000 - 40,000
Loss for theperiod	- -(116,499) (116,499)
Balance at July 31, 2021	36,126,120 $ 1,963,839 $(1,056,180) $ 907,659

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

Quri-Mayu Developments Ltd. Condensed Consolidated Interim Statements of Cash Flows (Unaudited - Expressed in Canadian Dollars)

For the nine-months ended July 31, For the nine-months ended July 31, 2021 2020	For the nine-months ended July 31, For the nine-months ended July 31, 2021 2020
Operating activities Net loss $ (116,499) $ (117,188) Changes in non-cash working capital items: GST receivable (4,830) 25,670 Accountspayable and accrued liabilities (8,300) 76,512
Net cash flows used in operating activities (129,629) (15,006)
Investing activities Exploration expenditures (85,976) -
Net cash flows used in investing activities (85,976) -
Financing activities Shares issued for cash 40,000 - Deferred financing fees (44,828) - Share issuance costs (5,190) -
Net cash flows used in financing activities (10,018) -
Net change in cash (225,623) (15,006) Cash,beginning 848,244 27,371
Cash, ending $ 622,621 $ 12,365
Non cash transactions:
	$ - $ -
Cash paid during the year for interest $ - Cash paid during the year for income taxes $ -

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

Quri-Mayu Developments Ltd. Notes to the Condensed Consolidated Interim Financial Statements For the Nine Months Ended July 31, 2021 and 2020 (Unaudited - Expressed in Canadian Dollars)

1. Nature and continuance of operations

These condensed consolidated interim financial statements have been prepared on the basis of accounting principles applicable to a going concern, which presumes the realization of assets and settlement of liabilities in the normal course of operations in the foreseeable future. At July 31, 2021, the Company had not achieved profitable operations, had a net loss of $116,499 for the nine months ended July 31, 2021 and accumulated losses of $1,056,180 (October 31, 2020 - $939,681) since inception, all of which indicate a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon a number of factors including obtaining additional financing as required and having profitable operations. These condensed consolidated interim financial statements do not give effect to adjustments to the carrying value and classification of assets and liabilities and related expense that would be necessary should the Company be unable to continue as a going concern. If the going concern assumption is not appropriate, material adjustments to the condensed consolidated interim financial statements could be required.

2. Significant accounting policies and basis of presentation

a. Statement of compliance

These condensed consolidated interim financial statements, including comparatives, have been prepared in accordance with International Accounting Standards 34 – Interim Financial Reporting using accounting policies consistent with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee. The accounting policies and methods of computation applied by the Company in these condensed consolidated interim financial statements are the same as those applied in the Company’s annual financial statements as at and for the year ended October 31, 2020 with the exception of the new accounting policy adopted in the current period.

Quri-Mayu Developments Ltd. Notes to the Condensed Consolidated Interim Financial Statements For the Nine Months Ended July 31, 2021 and 2020 (Unaudited - Expressed in Canadian Dollars)

2. Significant accounting policies and basis of presentation (continued)

b. Basis of presentation

The condensed consolidated interim financial statements of the Company have been prepared on a historical cost basis except for certain financial instruments classified in accordance with measurements standards under IFRS. The condensed consolidated interim financial statements are presented in Canadian dollars unless otherwise specified.

c. Consolidation

The condensed consolidated interim financial statements include the accounts of the Company and its controlled subsidiaries. Details of controlled subsidiaries are as follows:

Country of incorporation	Percentage owned*
	July 31, October 31,
	2021 2020
1169783 B.C. Ltd. (“783 BC”) Canada 1200164 B.C. Ltd. dba Avalon West Acquisitions("Avalon") Canada	100% 100% 100% 100%
*Percentage of voting power is in proportion to ownership.

d. New accounting standards

IAS 1 Presentation of financial statements (amendment)

On November 1, 2020, the Company adopted the IASB issued amendments to IAS 1 which were incorporated into Part I of the CPA Canada Handbook – Accounting by the Accounting Standards Board (AcSB) in February 2019. The amendments clarify the definition of material and how it should be applied, as well as align the definition of material across IFRS standards and other publications. The amended definition of material states: Information is material if omitting, misstating or obscuring it could reasonably be expected to influence the decisions that the primary users of general-purpose financial statements make on the basis of those financial statements, which provide financial information about a specific reporting entity.

The adoption of this new amendment did not have a material impact on the Company’s condensed consolidated interim financial statements.

e. Significant accounting judgments estimates and assumptions

The preparation of condensed consolidated interim financial statements in conformity with IFRS requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the condensed consolidated interim financial statements and the reported revenues and expenses during this period.

Quri-Mayu Developments Ltd. Notes to the Condensed Consolidated Interim Financial Statements For the Nine Months Ended July 31, 2021 and 2020 (Unaudited - Expressed in Canadian Dollars)

2. Significant accounting policies and basis of preparation (continued)

e. Significant accounting judgments estimates and assumptions (continued)

Although management uses historical experience and its best knowledge of the amount, events or actions to form the basis for judgments and estimates, actual results may differ from these estimates.

Critical judgments exercised in applying accounting policies that have the most significant effect on the amounts recognized in the condensed consolidated interim financial statements are as follows:

Going concern

Management assesses the Company's ability to continue as a going concern at each reporting date, using all quantitative and qualitative information available. This assessment, by its nature, relies on estimates of future cash flows and other future events (as discussed in Note 1), whose subsequent changes could materially impact the validity of such an assessment.

Impairment of financial assets

Quri-Mayu Developments Ltd. Notes to the Condensed Consolidated Interim Financial Statements For the Nine Months Ended July 31, 2021 and 2020 (Unaudited - Expressed in Canadian Dollars)

3. Exploration and evaluation asset

The following is a description of the Company’s exploration and evaluation asset for the period ended July 31, 2021 and year ended October 31, 2020:

		July 31, 2021	October 31, 2020
		$	$
Property acquisition costs
Balance, beginning	$	775,018	$ -
Acquisition		-	775,018
Additions		13,998	-
Balance,ending		789,016	775,018
Exploration and evaluation costs
Balance, beginning		-	-
Assay and laboratory		10,695	-
Consulting		20,108	-
Geological		9,765	-
Surveyand Mapping		31,410	-
Balance,ending		71,978	-
Total	$	860,994	$ 775,018

AT Property

Ronald Fisher and George Nicholson (collectively referred as the “Optionors”) had optioned a 100% interest in the mineral property called AT Mining Project (“AT Property”) situated in the province of British Columbia to Avalon. Upon the acquisition of Avalon on October 30, 2020, the Company assumed the option agreement.

Pursuant to the option agreement, the Optionors shall grant full rights and authority to the Company for the AT Property upon the following:

I. Paying an aggregate maximum of $260,000 to the Optionors as follows:
$10,000 on execution of the option agreement (Accrued as at October 31, 2020 and paid on March 19, 2021); and
10% of exploration expenditures to be paid within 90 days of the completion of the work program during which such exploration expenditures were incurred up to a maximum aggregated amount of $250,000 in payments (Paid $13,998 on March 19, 2021).
II. Issuing an aggregate of 300,000 common shares to the Optionors upon achieving a public listing where AT Property is the ‘’Qualifying Property” as such defined in the TSX Venture Exchange policies.

Quri-Mayu Developments Ltd. Notes to the Condensed Consolidated Interim Financial Statements For the Nine Months Ended July 31, 2021 and 2020 (Unaudited - Expressed in Canadian Dollars)

3. Exploration and evaluation asset (continued)

4. Accounts payable and accrued liabilities

	July 31,	October 31,
	2021	2020
	$	$
Accounts payable	223,290	217,249
Amounts due to related parties (Note 7)	212,438	222,438
Accrued liabilities	26,248	28,500
Accountspayable and accrued liabilities	461,975	468,187

5. Loans payable

I. On February 15, 2019, the Company acquired a 100% interest in 783 BC. As a result of the transaction, the Company assumed the first loan of $15,000 payable to a related company (‘Xmin’). (Note 7)
II. During the year ended October 31, 2019, the company received two additional loans from Xmin. The first loan of $165,422 is unsecured, non-interest bearing and has no specified terms of repayment. (Note 7)
III. The second loan of $25,000 was secured by a promissory note, was payable on demand and bore interest at 6% per annum. The loan principal was settled during the year ended October 31, 2019. Accrued interest as at July 31, 2021 was $82 and is included in accounts payable and accrued liabilities.

6. Share capital

Authorized share capital

Unlimited common shares without par value.

Unlimited preferred shares without par value.

Issued and outstanding

36,126,120 common shares as at July 31, 2021 (October 31, 2020 – 35,726,120).

400,000 shares were issued for proceeds of $40,000 during the nine months ended July 31, 2021.

As of July 31, 2021, the Company has no stock options and warrants outstanding.

Quri-Mayu Developments Ltd. Notes to the Condensed Consolidated Interim Financial Statements For the Nine Months Ended July 31, 2021 and 2020 (Unaudited - Expressed in Canadian Dollars)

7. Related party

Related party balances

At July 31, 2021, accounts payable includes $212,438 (October 31, 2020 - $222,438) owing to directors and officers. (Note 4)

At July 31, 2021, loans of $180,422 (October 31, 2020 - $180,422) are owing to a related company. (Note 5 (I) and (II))

Amounts due to related parties are unsecured, non-interest bearing and have no specified terms of repayment.

Related party transactions

Key management personnel include those persons having authority and responsibility for planning, directing and controlling activities of the Company as a whole. The Company has determined that its key management personnel consist of the Company’s Board of Directors and corporate officers.

During the period ended July 31, 2021 and 2020, the following amounts were incurred for directors and officers of the Company:

	July	31,	2021	July	31, 2020
			$		$
Propertyevaluation costs			-		18,750

8. Capital Management

The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company’s management to sustain future development of the business. As such, the Company will rely on the equity markets to fund its activities. In addition, the Company is dependent upon external financings to fund activities.

Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.

Quri-Mayu Developments Ltd. Notes to the Condensed Consolidated Interim Financial Statements For the Nine Months Ended July 31, 2021 and 2020 (Unaudited - Expressed in Canadian Dollars)

9. Financial instruments

There are three levels of the fair value hierarchy as follows:

Level 1: Values based on unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities.
Level 2: Values based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the asset or liability.
Level 3: Values based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement.

Cash is classified as Level 1.

Credit risk

The Company is not exposed to credit risk. The Company’s cash is held in large Canadian financial institutions. The Company has not experienced nor is exposed to any significant credit losses.

Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Financial assets and liabilities with variable interest rates expose the Company to cashflow interest rate risk. The Company does maintain bank accounts which earn interest at variable rates, but it does not believe it is currently subject to any significant interest rate risk.

Foreign exchange risk

Quri-Mayu Developments Ltd. Notes to the Condensed Consolidated Interim Financial Statements For the Nine Months Ended July 31, 2021 and 2020 (Unaudited - Expressed in Canadian Dollars)

9. Financial instruments (continued)

Liquidity risk

As at July 31, 2021, the Company had a cash balance of $622,621 (October 31, 2020 - $848,244) to settle current liabilities of $642,397 (October 31, 2020 - $648,609).

10. Segmented information

The Company operates in one reportable operating segment, being the acquisition and exploration of mineral properties in Canada. As the operations comprise of a single reporting segment, amounts disclosed also represent segment amounts.

11. Proposed transaction

During the quarter ended July 31, 2021, the Company entered into an agreement with PI Financial Corp. (the “Agent”) to act as an exclusive agent with respect to a proposed Initial Public Offering (“Offering”). Pursuant to the agreement, the Company agreed to file a Prospectus with the Alberta Securities Commission, British Columbia Securities Commission and such other jurisdictions as may be agreed to by the Company and the Agent for the issuance of 6,000,000 common shares at a price of $0.10 per share for aggregate gross proceeds of $600,000.

The Company will pay a commission of 6% of the gross proceeds on the closing of the Offering. The Company shall also pay the Agent a corporate finance fee of $25,000 plus GST. A non-refundable deposit of 50% of the corporate finance fee in the amount of $12,500 plus GST was paid upon signing of this letter agreement and the balance will be payable at the closing of the Offering.

In addition, the Company shall issue to the Agent on the closing of the Offering compensation options (the “Compensation Options”) equal in number to 6% of the number of shares sold under the Offering which will entitle the Agent to purchase one common share at $0.10. The Compensation Options may be exercised at any time and from time to time for a period of thirtysix (36) months following the date on which the shares of the Company are listed on the TSX Venture Exchange.

The proposed transaction is subject to, but not limited to, due diligence, and the approval by regulatory authorities, the TSX Ventures Exchange and by the Company’s shareholders. There can be no assurances the proposed transaction will be completed as proposed or at all.

D-1

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MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE NINE MONTHS ENDED JULY 31, 2021

See attached.

QURI-MAYU DEVELOPMENTS LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF THE COMPANY’S FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED JULY 31, 2021

FORM 51-102F1

DATE AND SUBJECT OF REPORT

The following Management Discussion & Analysis (“MD&A”) is intended to assist in the understanding of the trends and significant changes in the financial condition and results of operations of Quri-Mayu Developments Ltd. (hereinafter “Quri-Mayu” or the “Company”) for the nine months ended July 31, 2021. The MD&A should be read in conjunction with the unaudited condensed consolidated interim financial statements for the nine months ended July 31, 2021. The MD&A has been prepared effective September 14, 2021.

SCOPE OF ANALYSIS

The following is a discussion and analysis of Quri-Mayu. The Company reports its financial results in Canadian dollars and in accordance with International Financial Reporting Standards (“IFRS”) and related interpretations as issued by the International Standards Board. All published financial results include the assets, liabilities and results of operations for the Company and its subsidiaries.

FORWARD LOOKING STATEMENTS

TRENDS

GENERAL BUSINESS AND DEVELOPMENT

Quri-Mayu is in the business of mining and exploration.

The Company’s office is located at 1000 – 1285 W Pender Street, Vancouver, BC, V6E 4B1, Canada.

The Company is a reporting issuer in the Province of British Columbia. All public filings for the Company are on the SEDAR website www.sedar.com.

BUSINESS CHRONOLOGY

Quri-Mayu (the "Company") was incorporated as Quri-Mayu Ventures Ltd. as a wholly-owned subsidiary of reporting issuer EVI Global Group Developments Corp. (“EGGD”) on November 28, 2017 under the laws of British Columbia, Canada. The Company changed its name to Quri-Mayu Developments Ltd. on August 13, 2018. The Company was divested (spun out) with EGGD on October 3, 2018.

On February 15, 2019, the Company acquired a 100% interest in a newly formed private company, 1169783 B.C. Ltd. (“783 BC”) through the issuance of 5,065,020 common shares with a fair value of $88,972.

From incorporation to date, no significant operations have begun, and management is continuing to evaluate and consult on available business opportunities.

EXPLORATION AND EVALUATION ASSET

AT PROPERTY

Ronald Fisher and George Nicholson (collectively referred as the “Optionors”) had optioned a 100% interest in the mineral property called AT Mining Project (“AT Property”) situated in the province of British Columbia to Avalon. Upon the acquisition of Avalon on October 30, 2020, the Company assumed the option agreement.

Pursuant to the option agreement, the Optionors shall grant full rights and authority to the Company for the AT Property upon the following:

I. Paying an aggregate maximum of $260,000 to the Optionors as follows:
$10,000 on execution of the option agreement (Accrued as at October 31, 2020 and paid on March 19, 2021); and
10% of exploration expenditures to be paid within 90 days of the completion of the work program during which such exploration expenditures were incurred up to a maximum aggregated amount of $250,000 in payments (Paid $13,998 on March 19, 2021).
II. Issuing an aggregate of 300,000 common shares to the Optionors upon achieving a public listing where AT Property is the ‘’Qualifying Property” as such defined in the TSX Venture Exchange policies.

SUMMARY OF FINANCIAL RESULTS FOR RECENTLY COMPLETED QUARTERS

The following table summarizes the financial results of operations for the eight most recent fiscal quarters ended July 31, 2021:

Jul 31, 2021 (Q3) Apr 30, 2021 (Q2) Jan 31, 2021 (Q1) Oct 31, 2020 (Q4) Jul 31, 2020 (Q3) April 30, 2020 (Q2) Jan 31, 2020 (Q1) Oct 31, 2019 (Q4)	Jul 31, 2021 (Q3) Apr 30, 2021 (Q2) Jan 31, 2021 (Q1) Oct 31, 2020 (Q4) Jul 31, 2020 (Q3) April 30, 2020 (Q2) Jan 31, 2020 (Q1) Oct 31, 2019 (Q4)
$ $ $ $ $ $ $ $ Expenses 34,092 50,529 31,878 34,674 30,355 37,212 49,620 72,544 Other items - - -(741) - - -187,798
Net loss (34,092) (50,529) (31,878) (33,933) (30,355) (37,212) (49,620) (260,342) Basic and diluted loss per share (0.00) (0.00) (0.00) (0.00) (0.00) (0.00) (0.00) (0.01)
Assets 1,550,056	1,586,094 1,709,489 1,640,045 53,138 59,381 71,769 93,813
Working capital (deficiency) 1,837	45,747 94,984 216,418 (593,012) (562,657) (525,444) (475,824)

The Company had not commenced commercial operations as of July 31, 2021, nor to the date of filing of this MD&A. Notwithstanding, the Company and management continue to identify business opportunities for the Company.

RESULTS OF OPERATIONS

For the nine months ended July 31, 2021

The Company had no revenue and a net loss of $116,499 for the nine months ended July 31, 2021 compared to a net loss of $117,188 for the nine months ended July 31, 2020, representing a decrease in loss of $689.

Major variances as follows:

For the nine months ended July 31, 2021, property evaluation costs were $Nil compared to $18,750 for the nine months ended July 31, 2020. The property evaluation cost recorded in the nine months ended July 31, 2020 was due to the late recognition of prior period expense.

For the nine months ended July 31, 2021, professional fees were $18,529 compared to $9,069 for the nine months ended July 31, 2020. The increase was due to higher legal fees and higher accrual of audit fees in current period. There were higher audit fee accruals made this current period due to the increase in audit costs in the prior year from auditing additional subsidiaries.

For the nine months ended July 31, 2021, management fees were $71,656 compared to $51,377 for the nine months ended July 31, 2020. The increase of $20,279 was a combination of increased management fees and consulting fees in the current period.

For the nine months ended July 31, 2021, administration fees were $23,903 compared to $35,849 for the nine months ended July 31, 2020. The $11,496 decrease was mainly due to less office overhead in the current period when compared to prior year period.

For the three months ended July 31, 2021

The Company had no revenue and a net loss of $34,092 for the three months ended July 31, 2021 compared to a net loss of $30,355 for the three months ended July 31, 2020, representing an increase in loss of $3,737.

Major variances as follows:

For the three months ended July 31, 2021, professional fees were $7,552 compared to $4,875 for the three months ended July 31, 2020. The increase was due to higher legal fees and higher accrual of audit fees in current quarter.

For the three months ended July 31, 2021, management fees were $18,424 compared to $11,573 for the three months ended July 31, 2020. The increase was a combination of increased management fees and consulting fees in the current quarter.

For the three months ended July 31, 2021, administration fees were $7,966 compared to $13,907 for the three months ended July 31, 2020. The decrease was a result of reclassification of prior year quarter expenses from management fees to administration fees.

LIQUIDITY AND CAPITAL RESOURCES

As at July 31, 2021, the Company had a working capital of $1,837.

During the nine months ended July 31, 2021, the Company incurred a net loss of $116,499 and, as at July 31, 2021, had a cumulative deficit of $1,056,180.

SHARE CAPITAL AND OUTSTANDING SHARE DATA

Common Shares:

The Company had 36,126,120 (October 31, 2020 – 35,726,120) common shares as of July 31, 2021 and at the date of this report.

The Company had no options or warrants issued or outstanding as of July 31, 2021, October 31, 2020 and at the date of this report.

RELATED PARTY TRANSACTIONS

Related party balances

At July 31, 2021, accounts payable includes $212,438 (October 31, 2020 - $222,438) owing to directors and officers.

At July 31, 2021, loans of $180,422 (October 31, 2020 - $180,422) are owing to a related company (‘Xmin’).

Amounts due to related parties are unsecured, non-interest bearing and have no specified terms of repayment.

Transactions

During the nine months ended July 31, 2021 and 2020, the following amounts were incurred with directors and officers of the Company:

	July 31, 2021 $ July 31, 2020 $
Property evaluation costs	- 18,750

MANAGEMENT OF INDUSTRY AND FINANCIAL RISK

The Company is in the mineral exploration sector and manages related industry risk issues directly.

The Company has minimal exposure to any financial risks having not commenced commercial operations. The Company’s primary financial risk is liquidity risk due to its reliance on demand loans, vendors and consultants continuing to extend payment terms, and management continuing to accrue expenses for unpaid services. Any one or more of these liquidity risks may have a material financial impact on the Company, should favorable loans, services, and/or terms become no longer available to the Company.

OFF-BALANCE SHEET TRANSACTIONS

The Company has not entered into any significant off-balance sheet arrangements or commitments.

PROPOSED TRANSACTION

INITIAL PUBLIC OFFERING

The Company will pay a commission of 6% of the gross proceeds on the closing of the Offering. The Company shall also pay the Agent a corporate finance fee of $25,000 plus GST. A non-refundable

deposit of 50% of the corporate finance fee in the amount of $12,500 plus GST was paid upon signing of this letter agreement and the balance will be payable at the closing of the Offering.

In addition, the Company shall issue to the Agent on the closing of the Offering compensation options (the “Compensation Options”) equal in number to 6% of the number of shares sold under the Offering which will entitle the Agent to purchase one common share at $0.10. The Compensation Options may be exercised at any time and from time to time for a period of thirty-six (36) months following the date on which the shares of the Company are listed on the TSX Venture Exchange.

RISK AND UNCERTAINTIES

Core Business

The Company’s business focus is on mining and exploration.

Significant capital investment, geological and mining personnel, management, and consultants will be required for the development of any potential mining and exploration project.

Some risks the Company may be exposed to include, but are not limited to the following:

Conflicts of Interest

As such, these individuals would refrain from voting on the conflicted matter and would be forced to forego potential business or conduct such business in conflict.

Going Concern Risk

Operating History and Expected Losses

Competition

Reliance on Joint Ventures, Partnerships, or Minority Interests

The nature of the Company’s operations may require it to enter into various agreements with partners, joint venture partners, or minority interests in mineral and exploration projects.

There is no guarantee that those with whom the Company needs to deal will be successful in these joint or participating interests for mining and exploration.

Growth Management

Uninsured Risks

Reliance on Key Personnel, Service Provider, and Advisors

The Company relies heavily on its director and officers, along with key service providers, business advisors and consultants. The loss of their services would have a material effect on the business of the Company. There can be no assurance that directors and officers, or consultants engaged by the Company will continue to provide services in the employment of, or in a consulting capacity to, the Company or that they will not set up competing businesses or accept positions with competitors. There is no guarantee that certain employees of, and contractors to, the Company who have access to confidential information will not disclose the confidential information.

COVID-19

current circumstances are dynamic and the impacts of COVID-19 on business operations cannot be reasonably estimated at this time. The Company anticipates this could have an adverse impact on its business, results of operations, financial position and cash flows in the future periods.

MANAGEMENT’S RESPONSIBILITY FOR THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

The information provided in this report as referenced from the Company’s condensed consolidated interim financial statements for the referenced reporting period is the sole responsibility of management. In the preparation of the information along with related and accompanying statements and estimates contained herein, management uses careful judgement in assessing the values (or future values) of certain assets or liabilities. It is the opinion of management that such estimates are fair and accurate as presented.

OTHER INFORMATION

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

CORPORATE INFORMATION

Directors: Kevin Smith, CEO Braydon Hobbs, CFO Ronald Woo

Auditor: Adam Sung Kim Ltd.

Legal Counsel: DuMoulin Black, LLP

E-1

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AUDIT COMMITTEE CHARTER

See attached.

QURI-MAYU DEVELOPMENTS LTD.

(the “ Company ”)

AUDIT COMMITTEE CHARTER

Purpose of the Committee

The purpose of the audit committee (the “Audit Committee” ) of the directors of the Company (the “ Board ”) is to provide an open avenue of communication between management, the Company’s independent auditor and the Board and to assist the Board in its oversight of:

the integrity, adequacy and timeliness of the Company’s financial reporting and disclosure practices;
the Company’s compliance with legal and regulatory requirements related to financial reporting; and
the independence and performance of the Company’s independent auditor.

The Audit Committee shall also perform any other activities consistent with this Charter, the Company’s articles and governing laws as the Audit Committee or Board deems necessary or appropriate.

The Audit Committee shall consist of at least three directors. Members of the Audit Committee shall be appointed by the Board and may be removed by the Board in its discretion. The members of the Audit Committee shall elect a Chairman from among their number. A majority of the members of the Audit Committee must not be officers or employees of the Company or of an affiliate of the Company. The quorum for a meeting of the Audit Committee is a majority of the members who are not officers or employees of the Company or of an affiliate of the Company. With the exception of the foregoing quorum requirement, the Audit Committee may determine its own procedures.

The Audit Committee’s role is one of oversight. Management is responsible for preparing the Company’s financial statements and other financial information and for the fair presentation of the information set forth in the financial statements in accordance with International Financial Reporting Standards (“ IFRS ”) as issued by the International Accounting Standards Board. Management is also responsible for establishing internal controls and procedures and for maintaining the appropriate accounting and financial reporting principles and policies designed to assure compliance with accounting standards and all applicable laws and regulations.

The independent auditor’s responsibility is to audit the Company’s financial statements and provide its opinion, based on its audit conducted in accordance with IFRS, that the financial statements present fairly, in all material respects, the financial position, results of operations and cash flows of the Company in accordance with IFRS.

The Audit Committee is responsible for recommending to the Board the independent auditor to be nominated for the purpose of auditing the Company’s financial statements, preparing or issuing an auditor’s report or performing other audit, review or attest services for the Company, and for reviewing and recommending the compensation of the independent auditor. The Audit Committee is also directly responsible for the evaluation of and oversight of the work of the independent auditor. The independent auditor shall report directly to the Audit Committee.

Authority and Responsibilities

In addition to the foregoing, in performing its oversight responsibilities the Audit Committee shall:

Monitor the adequacy of this Charter and recommend any proposed changes to the Board.
Review the appointments of the Company’s CFO and CEO and any other key financial executives involved in the financial reporting process.
Review with management and the independent auditor the adequacy and effectiveness of the Company’s accounting and financial controls and the adequacy and timeliness of its financial reporting processes.
Review with management and the independent auditor the annual financial statements and related documents and review with management the unaudited quarterly financial statements and related documents, prior to filing or distribution, including matters required to be reviewed under applicable legal or regulatory requirements.
Where appropriate and prior to release, review with management any news releases that disclose annual or interim financial results or contain other significant financial information that has not previously been released to the public.
Review the Company’s financial reporting and accounting standards and principles and significant changes in such standards or principles or in their application, including key accounting decisions affecting the financial statements, alternatives thereto and the rationale for decisions made.
Review the quality and appropriateness of the accounting policies and the clarity of financial information and disclosure practices adopted by the Company, including consideration of the independent auditor’s judgment about the quality and appropriateness of the Company’s accounting policies. This review may include discussions with the independent auditor without the presence of management.
Review with management and the independent auditor significant related party transactions and potential conflicts of interest.
Pre-approve all non-audit services to be provided to the Company by the independent auditor.
Monitor the independence of the independent auditor by reviewing all relationships between the independent auditor and the Company and all non-audit work performed for the Company by the independent auditor.
Establish and review the Company’s procedures for the:
receipt, retention and treatment of complaints regarding accounting, financial disclosure,
internal controls or auditing matters; and
confidential, anonymous submission by employees regarding questionable accounting, auditing and financial reporting and disclosure matters.
Conduct or authorize investigations into any matters that the Audit Committee believes is within the scope of its responsibilities. The Audit Committee has the authority to retain independent counsel, accountants or other advisors to assist it, as it considers necessary, to carry out its duties, and to set and pay the compensation of such advisors at the expense of the Company.
Perform such other functions and exercise such other powers as are prescribed from time to time for the audit committee of a reporting company in Parts 2 and 4 of National Instrument 52-110 of the Canadian Securities Administrators, the Business Corporations Act (British Columbia) and the articles of the Company.

F-1

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DESCRIPTION OF THE AT PROPERTY

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Details - AT Claims Group as of August 21, 2020

Claim Name	Tenure Number	Map	Type	Claim Owner(1)	Expiry Date	Area (ha)
AT 2	1055631	092N	Mineral	Optionors	May18,2024	724.187
AT 5	1055922	092N	Mineral	Optionors	May 18, 2024	684.119
AT 6	1056238	092N	Mineral	Optionors	May 18, 2024	1,227.35
AT 7	1056240	092N	Mineral	Optionors	May 18, 2024	805.075
TOTAL						3,440.735

CERTIFICATE OF THE COMPANY

Dated: November 18, 2021

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

(Signed) “Kevin Smith”

(Signed) “Braydon Hobbs”

Kevin Smith Braydon Hobbs Chief Executive Officer and Director Chief Financial Officer and Director

ON BEHALF OF THE BOARD OF DIRECTORS

(Signed) “Ronald Woo” Ronald Woo Director

(Signed) “Grant Carlson” Grant Carlson Director

CERTIFICATE OF THE PROMOTER

Dated: November 18, 2021

(Signed) “Kevin Smith”

Kevin Smith

CERTIFICATE OF THE AGENT

Dated: November 18, 2021

To the best of our knowledge, information and belief, this Prospectus constitutes full, true and plain disclosure of all material facts relating to the securities offered by this Prospectus as required by the securities legislation of British Columbia and Alberta.

PI FINANCIAL CORP.

By: (Signed) “Jim Locke” Jim Locke Vice President, Investment Banking

AI assistant

Quri-Mayu Developments Ltd. — Capital/Financing Update 2021

47676_rns_2021-11-19_4778d653-33ff-49d6-9ed9-79eb0b3c1c3c.PDF

PRELIMINARY PROSPECTUS

Initial Public Offering

QURI-MAYU DEVELOPMENTS LTD.

C$650,000

6,500,000 Common Shares at a price of $0.10 per Common Share

Price: C$0.10 per Offered Share

PI FINANCIAL CORP.

TABLE OF CONTENTS

GLOSSARY OF DEFINED TERMS

"TSXV" or the "Exchange"

GLOSSARY OF GEOLOGICAL AND SCIENTIFIC TERMS

ABOUT THIS PROSPECTUS

CURRENCY

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION AND STATEMENTS

ELIGIBILITY FOR INVESTMENT

PROSPECTUS SUMMARY

The Company

The Offering

Selected Financial Information

Use of Proceeds

Risk Factors

CORPORATE STRUCTURE

Name, Address and Incorporation

Intercorporate Relationships

GENERAL DESCRIPTION OF THE BUSINESS

Business of the Company

The Option Agreement

The Numberco Acquisition

The Avalon Acquisition

Debt Settlements

Financings

DETAILS OF THE AT PROPERTY

Property Description, Location and Access

Description and Location

Figure 2

Access

Company's Interest

Exploration Work Required

History

Geological Setting, Mineralization and Deposit Types

Regional Geology

Stratified Rocks

Intrusive Rocks

Property Geology

Mineralization

Figure 3

Figure 4

Figure 5

Deposit Type

Figure 6

Exploration

Sampling, Analysis and Data Verification

Sample Preparation, Analyses and Security

2018 Work

General Sample Preparation Methods

2020 Work

Data Verification

Mineral Processing and Metallurgical Testing

Mineral Resource and Mineral Reserve Estimates

Recovery Methods

Project Infrastructure

Capital and Operating Costs

Exploration, Development and Production

Bankruptcy and Similar Procedures

Material Restructuring Transactions

DILUTION

RISK FACTORS

Negative Operating Cash Flow and Dependence on Third Party Financing

Loss of Entire Investment

No Public Market

No Dividend

Risk of Securities Class Action Litigation

Global Financial Conditions

Reliance on Limited Number of Properties

Uncertainty of Additional Financing

Limited Operating History

No Known Mineral Resources or Reserves

Quri-Mayu Developments Ltd. Capital/Financing Update 2021