Rex Resources Corp. — Audit Report / Information 2021

Jan 22, 2021

NI 43-101 Technical Report Kalum Property

Location:

UTM 6071371 N / 501123 E ZONE 9 NTS 103I 075, 076, 085, 086,) Skeena Mining Division

for Rex Resources Corp.

Prepared by Stephen Kenwood, P. Geo.

Effective Date: December 11, 2020 Date of Report: December 11, 2020

NOTICE

This Technical Report ("Report") has been prepared for Rex Resources Corp. ("Rex") by Stephen Kenwood, P.Geo., a qualified person as defined under National Instrument NI 43-101, based on assumptions as identified throughout the text and upon information and data supplied by others.

The Report is to be read in the context of the methodology, procedures and techniques used, the Author's assumptions, and the circumstances and constraints under which the Report was written. The Report is to be read as a whole; sections or parts thereof should therefore not be read or relied upon out of context.

The Author has, in preparing the Report, followed methodology and procedures, and exercised due care consistent with the intended level of accuracy, using his professional judgment and reasonable care.

1.0 SUMMARY

1.1 Introduction

This report has been produced at the request of the management of Rex Resources Corp. ("Rex") or (the "Company") for filing with the TSX Venture Exchange (the "TSX-V"). On August 12, 2020 Eagle Plains Resources Ltd. ("Eagle Plains") entered into an agreement with Rex whereby Rex could earn a 60% undivided right, title and interest in the Kalum Property by making cash payments of \$250,000, issuing 1,000,000 common shares, and by completing exploration expenditures of \$3,000,000 over a four year option period.

The purpose of the report is to summarize results from work programs carried out on the Kalum Property and to provide recommendations for further exploration and development work on the property, if warranted. This report is also being prepared to support an Initial Public Offering and listing of Rex's common shares on the TSX-V.

1.2 Reliance on Other Experts

Claim status and title data has been extracted from the Mineral Titles office of British Columbia and there are no apparent environmental concerns. There has never been a title opinion and no environmental evaluation provided to the Author.

1.3 Project Description and Location

The Kalum property is located 35 kilometres northwest of Terrace, near the central coast of British Columbia, about 600 kilometres north of Vancouver. The claims are located within an area commonly referred to as "the Golden Triangle". Terrace is located along the Yellowhead Highway, approximately 100 kilometres east of the major port of Prince Rupert, and 60 kilometres north of the port of Kitimat. The property consists of 1621.6 hectares centered at UTM 6071371 N / 501123 E on NTS mapsheets 103I 075, 076, 085, and 086. The claims are owned 100% by Eagle Plains Resources Ltd.

Exploration in British Columbia is governed by the Mines Act; a permit under the Mines Act is required for exploration activities involving mechanical disturbance. The application is referred to as a Notice of Work. Eagle Plains Resources Ltd. has submitted a Notice of Work Permit for the work proposed in Section 26 of this report.

1.4 Accessibility, Climate, Local Resources, Infrastructure, and Physiography

The project area is accessed by a network of B.C. Forest Service and private logging roads which cover most of the project area. A hydroelectric power line runs north-south along the eastern boundary of the project area. The property lies within the Kitimat Range of the Coast Mountains physiographic subdivision, 10 km west of the boundary with the Nass Range section of the Hazelton Mountains physiographic subdivision. Elevation varies from 300 to 1,500 meters above sea level and topography is steep to moderately steep.

The weather is typically coastal with wet summers and heavy snowfall in the winters. Large snowdrifts cover parts of the property until mid-June, with minor areas of permanent snow found only at the highest elevations and in sheltered areas. Vegetation varies from heather, blueberry and huckleberry on the upper slopes to Douglas fir, hemlock, alder and devil's club on the lower slopes below tree line.

1.5 History

In 2003, Eagle Plains Resources staked a significant land package west of Kitsumkalum Lake, which included the area covered by the current Kalum claim group. Between 2003 - 2015, Eagle Plains and option partners Mountain Capital Inc., Windstorm Resources Inc., and Clemson Resources Corp. completed significant exploration programs on the greater Kalum property, including airborne and ground based geophysics, geological mapping and prospecting, extensive reconnaissance contour and grid soil geochemical sampling, silt sampling and diamond drilling.

The first reference to mineralization in the current claim area was from the Minister of Mines Annual Report, 1928 which noted a 30.0-centimeter sample collected from the main Martin vein that assayed 8.2 g/t Au, 137 g/t Ag, and 4.0 per cent Pb.

The next significant work was the staking of the Chris vein showing in 1945 by S.R. Ling and W. Jorgenson and the first recorded physical work was trenching at the Chris in 1950 by Lake Expanse Gold Mines Ltd. In 1962 Kootenay Base Metals drove a 57.1meter (202-foot) adit into the vein structure.

The Chris was restaked by Prism Resources who undertook geological mapping, trenching, soil geochemistry, a detailed topographic survey and five IAX-size diamond drillholes between 1979-1981. Core recoveries were very poor, and although mineralized quartz veins were intersected, the size and grade of the veins could not be evaluated. Recommendations in the 1981 report included further diamond drilling using a larger drill to improve core recovery.

In 1979 Don Young and Peter Ogryzlo staked the KM and Drum claims follow up a reconnaissance geochemical survey sponsored by the B.C. Dept. of Mines and Petroleum Resources. Follow up prospecting led to the discovery of the Hat showing. Work by Young and Ogryzlo from 1979- 1987included additional staking, stream sediment sampling, soil sampling, prospecting and geological mapping. Over 30 mineralized veins were discovered and sampled with some of the better mineralization associated with ankeritic alteration.

Between 2003 - 2012 Eagle Plains Resources collected a total of 1150 soil samples, 384 rock samples, 40 silt samples and 1907 meters of diamond drilling in 16 holes, in addition to airborne VTEM geophysics, geological mapping and prospecting.

In 2003 geological mapping and prospecting, rock grab and channel sampling, and stream sediment and soil sampling led to the discovery of two new showings: the Bling-Rico and the Tojo. 2004 work followed up on recommendations generated by the 2003 work including a VTEM airborne geophysical survey, extensive silt and soil geochemical sampling, geological mapping and prospecting, and an 11 hole, 918m diamond drill program at the Chris and Bling-Rico areas. 2005 work focused on the Hat area with three new high grade Au showings discovered followed by a three hole 569m diamond drill program.

The last significant work program by Eagle Plains was in 2012, consisting of a total of two diamond drill holes (420 meters) that tested the southern strike extension of the Bling-Rico structure at lower elevations than the 2004 drilling.

1.6 Geological Setting and Mineralization

1.6.1 Regional Geology

The geology in the Terrace area is dominated by a broadly anticlinal structure that trends NNE from

Kitimat, has core of Paleozoic carbonate rocks and is flanked to the east and west by Mesozoic volcanics. This axis is the locus of hot springs and two stockwork-molybdenum deposits at Nicholson (Shannon) and Fiddler Creeks. Evidence of rifting and extensional tectonics is seen in the Kitsumkalum valley, where Mesozoic volcanics are exposed in the valley adjacent to Paleozoic carbonates on the valley slopes. The Tseaux lava field, some 40 km north of the property, is the site of recent (400 year) volcanic activity.

The Kalum Property lies within the Kitimat Range of the Coast Mountains physiographic subdivision, 10 km west of the boundary with the Nass Range section of the Hazelton Mountains physiographic subdivision. The Coast Mountains are comprised of Jurassic-age and older sedimentary and volcanic rocks that have been intruded by the Cretaceous Coast Crystalline Complex. This belt of granitic rocks stretches from Vancouver into the Yukon, and is comprised chiefly of granodiorite, quartz diorite and diorite.

1.6.2 Property Geology

The Kalum Property is located on the northeast-trending contact between dioritic intrusions of the Cretaceous-age Coast Crystalline Complex, and the fine-grained sedimentary and volcanic sequence of the Upper Jurassic to Lower Cretaceous-age Bowser (Lake) Group. The Bowser Lake Group consists mainly of marine and freshwater shale, arenite, greywacke, conglomerate, argillite, and minor tuff. Intrusions range in composition from quartz monzonite to granodiorite and diorite and vary in size from small stocks to large batholiths. Contacts between the intrusions and sedimentary rocks are generally irregular. Hypabyssal rocks, in the form of porphyritic, aplitic, and basaltic dikes and sills, intrude both the sediments and Coast granitoids.

1.6.3 Mineralization

Mineralization on the property is dominantly high-grade Au-Ag, epithermal to mesothermal vein-style. Most of the best prospects occur along the contact between Bowser Group sedimentary rocks and the Coast Intrusive Complex. At the Chris and Martin MINFILE occurrences, gold and silver mineralization is associated with quartz veins and shear zones that typically carry galena, arsenopyrite and lesser sphalerite and molybdenum. In the Hat structural zone, the mineralization is found in flat lying shear zones associated with a silicified ankeritic stockwork. The Bling, Rico and other veins exist in an apparently en-echelon array associated with a mineralized fault.

1.7 Deposit Type

Mineralization on the Kalum property most closely represents deep-level epithermal to shallow mesothermal (transitional) Au-Ag vein systems. Examples of these transitional-type, intrusion related deposits in British Columbian are found in the Sulphurets area. Other deposits that were produced in this transitional environment include the Equity Silver mine, possibly Big Missouri and Mount Washington deposits, and perhaps even the Eskay Creek deposits.

1.8 Exploration

The most recent work on the Kalum property was in 2020, funded by Rex Resources. The work included airborne magnetic and radiometric geophysics, airborne LIDAR and orthophoto and a two day field program ground truthing access and locations for the proposed 2021 work. Total expenditures on the property by Rex Resources in 2020 were \$106,339

Precision Geophysics flew 247 line km of heliborne magnetic and radiometric data acquisition. Eagle Mapping flew a combined high resolution orthophoto and LiDAR survey using a fixed wing platform covering 27.66 km2.

1.8.1 2020 Results

The better gold mineralization at the Kalum is found in veins and shear zones along the margins of the contact between the Allard Pluton and the Bowser sediments. From an exploration perspective, hydrothermal alteration and the presence of magnetite could be useful tools to locate new zones of mineralization. The airborne magnetic and radiometric survey located magnetic high features and areas of potassic alteration in areas of known mineralization and identified similar features in other areas for future follow up.

1.9 Drilling

There have been a total of 21 historical diamond drill holes for a total of 2030 meters completed within the current Kalum property tenure. Drill targets included the Chris, the Hat and the Bling-Rico areas. The most recent drilling on the property was in 2012 when Clemson Resources completed two holes at the Bling-Rico. Rex Resources has not completed any drilling on the Kalum property.

1.10 Sample Preparation, Analyses and Security

The 2020 heliborne magnetic/radiometric survey and the orthopohoto/LiDAR survey were both completed in ideal weather conditions. The data was collected using modern instrumentation using experienced pilots and survey personnel. All of the QAQC checks, including the geochemical analyses, were within the established parameters of error specified for the surveys.

1.11 Data Verification

The Author visited the Kalum property on September 30 - October 01, 2020, accompanied by Charles Downie, P.Geo., a director of Eagle Plains. Site visit verification consisted of a visit to outcrops and some of the old drill collar locations, and a review of drill core at the core storage facilities. A verification sample of mineralized vein material was collected and sent for analyses.

The Author has also reviewed the existing geological and exploration data to check on the nature, quality and accuracy of work done. The Author has no reason to believe that the historic exploration data does not represent the nature of the mineralization on the property, and the available data that this technical report is based on is sufficient and adequate to support the recommendations in this technical report.

1.12 Mineral Processing and Metallurgical Testing

As the Kalum project is considered to be an early stage exploration project, there is no applicable disclosure under this section.

1.13 Mineral Resource Estimates

As the Kalum project is considered to be an early stage exploration project, there is no applicable disclosure under this section.

1.14 Mineral Reserve Estimates

As the Kalum project is considered to be an early stage exploration project, there is no applicable disclosure under this section.

1.15 Mining Methods

As the Kalum project is considered to be an early stage exploration project, there is no applicable disclosure under this section.

1.16 Recovery Methods

As the Kalum project is considered to be an early stage exploration project, there is no applicable disclosure under this section.

1.17 Project Infrastructure

As the Kalum project is considered to be an early stage exploration project, there is no applicable disclosure under this section.

1.18 Market Studies and Contracts

As the Kalum project is considered to be an early stage exploration project, there is no applicable disclosure under this section.

1.19 Environmental Studies, Permitting and Social or Community Impact

The Author has not identified any comprehensive historical environmental studies or any history of social or community impacts related to historical work on the Kalum property.

Mineral exploration in British Columbia is regulated through the Ministry of Energy, Mines and Petroleum Resources. Exploration work is governed under the BC Mines Act and the Health, Safety and Reclamation Code for BC. The work recommended in this report will require a permit from the BC government. In early December, 2020 an application was made to the BC Ministry of Energy and Mines for a Multi-Year Area Based Permit for future exploration work on the Kalum. When approved the Permit will authorize up to 30 diamond drill holes and 10 helipads over a 5 year period. Year 1 proposed work is for up to six drill holes and three helipads located in the Bling-Rico area. The project currently has a BC Mines Act Permit # MX-1-626 in place.

1.20 Capital and Operating Costs

As the Kalum project is considered to be an early stage exploration project, there is no applicable disclosure under this section.

1.21 Economic Analyses

As the Kalum project is considered to be an early stage exploration project, there is no applicable disclosure under this section.

1.22 Adjacent Properties

As of the date of this report, there is no other relevant data or information on properties adjacent to the Kalum property.

1.23 Other Relevant Data and Information

As the Kalum project is considered to be an early stage exploration project, there is no applicable disclosure under this section.

1.24 Interpretation and Conclusions

The Kalum property covers at least 15 separate historical and recent mineral showings coincident with a regional airborne magnetic anomaly and the contact zone of Cretaceous intrusive plutons. Since initiating property acquisition in the Kitsumkalum Lake area in 2003, Eagle Plains has completed geophysics, geologic mapping, geochemical surveying and diamond drilling and located a number of new showings. This work confirmed that the Kalum property is highly prospective for economically significant, Au-Ag epithermal vein-type deposits. Historical drilling by Eagle Plains has generated high-grade Au intercepts including hole KRC04001, drilled at the Rico showing which returned 35g/t Au over 2.5m from 101.8m to 104.3m; including a 0.5m interval that assayed 107g/t Au.

The 2020 airborne geophysical survey defined areas of magnetic highs and potassic enrichment that are consistent with the model for mineralization at the Kalum. Only a relatively small portion of the sedimentary-intrusive contact zone has been explored to date and diamond drilling has been limited to three areas. Potential exists along the unexplored contact zones, especially in areas that have a favorable geophysical signature. In areas of known mineralization, new discoveries are possible through soil geochemical sampling, prospecting and airborne geophysics.

1.25 Recommendations

It is recommended that a focused exploration program to further evaluate and expand the high grade mineralization intersected at the Bling-Rico area be undertaken. A short field program of detailed structural mapping and prospecting, in conjunction with ground truthing of viable drill pad locations in the steep terrain in the Bling-Rico area will be used to locate the optimum location to test for mineralization north (upslope) of the 2004 drilling.

A budget of \$200,000 has been proposed for this work.

1.0 Summary ii
1.1 Introduction ii
1.2 Reliance on Other Experts ii
1.3 Project Description and Location ii
1.4 Accessibility, Climate, Local Resources, Infrastructure, and Physiography ii
1.5 History iii
1.6 Geological Setting and Mineralization iii
1.6.1 Regional Geology iii
1.6.2 Property Geology iv
1.6.3 Mineralization iv
1.7 Deposit Type iv
1.8 Exploration iv
1.8.1 2020 Results v
1.9 Drilling v
1.10 Sample Preparation, Analyses and Security v
1.11 Data Verification v
1.12 Mineral Processing and Metallurgical Testing v
1.13 Mineral Resource Estimates v
1.14 Mineral Reserve Estimates v
1.15 Mining Methods vi
1.16 Recovery Methods vi
1.17 Project Infrastructure vi
1.18 Market Studies and Contracts vi
1.19 Environmental Studies, Permitting and Social or Community Impact vi
1.20 Capital and Operating Costs vi
1.21 Economic Analyses vi
1.22 Adjacent Properties vi
1.23 Other Relevant Data and Information vi
1.24 Interpretation and Conclusions vii
1.25 Recommendations vii
2.0 Introduction 1
3.0 Reliance On Other Experts 2
4.0 Property Description and Location 2
4.1 Property Location 2
4.2 Property Description 2
5.0 Accessibility, Climate, Local Resources, Infrastructure, and Physiography 7
6.0 History 7
7.0 Geological Setting and Mineralization 12
7.1 Regional Geology 12
7.2 Local Geology 15
7.3 Property Geology 15
Lithology 15
The Bowser Lake Group 15
Instrusive Suites 16
Metamorphism 16

Alteration 17
Paragenesis 17
Structural Geology 18
Bedding 18
Intrusive bodies 18
Faults 18
Joints 18
7.4 Mineralization 20
Mineralized Vein Structural Summary 25
8.0 Deposit Types 29
9.0 Exploration 30
9.1 Geophysics 30
9.2 Airborne Magnetic and Radiometric Survey Results 31
9.3 Lidar and Orthophoto Survey 31
9.4 Lidar and Orthophoto Survey Results 32
9.5 Rock and Soil Sampling Results 32
9.6 Ground Truthing of Access and Drill Targets 32
10.0 Drilling 37
11.0 Sample Preparation, Analyses and Security 38
Geophysical Survey 38
LiDAR and Othophoto Survey 39
Rock and Soil Sampling 40
Analytical Methods 40
Analytical QAQC 41
12.0 Data Verification 41
13.0 Mineral Processing and Metallurgical Testing 42
14.0 Mineral Resource Estimates 42
15.0 Mineral Reserve Estimates 42
16.0 Mining Methods 42
17.0 Recovery Methods 42
18.0 Project Infrastructure 42
19.0 Market Studies and Contracts 43
20.0 Environmental Studies, Permitting and Social or Community Impact 43
21.0 Capital and Operating Costs 43
22.0 Economic Analyses 43
23.0 Adjacent Properties 43
24.0 Other Relevant Data and Information 44
25.0 Interpretation and Conclusions 44
26.0 Recommendations 45
27.0 References 49

Figure 1: Property Location 5
Figure 2: Mineral Tenure 6
Figure 3a: Regional Geology 13
Figure 3b: Regional Geology Legend 14

Figure 4: Property Geology and Historic Sample and Drilling Locations 19
Figure 5: Soil Geochemical Compilation – Au over 2020 Orthophoto 27
Figure 6: Rock and Trench Sampling Compilation – Au over 2020 Orthophoto 28
Figure 7: 2020 Geophysics Magnetics 34
Figure 8: 2020 Geophysics Radiometrics 35
Figure 9: 2020 LiDAR 36
Figure 10: Proposed Drill Hole Locations 46

List of Tables

Table 1: Tenure Summary 4
Table 2: Kalum Property Showing Highlights 20
Table 3: Drillhole Summary 37
Table 4: Kalum Property Comparison of Verification Sample Chris Showing 41
Table 5: Exploration Budgets 47

List of Appendices

Appendix I : Statement of Qualifications

2.0 INTRODUCTION

On August 12, 2020, and as amended on November 4, 2020 and November 23, 2020, Eagle Plains and Rex entered into an agreement whereby Rex could earn a 60% undivided right, title and interest in the Kalum Property by making cash payments of \$250,000, issuing 1,000,000 common shares, and by completing exploration expenditures of \$3,000,000 over a four year option period.

The purpose of the report is to summarize results from work programs carried out on the Kalum Property and to provide recommendations for further exploration and development work on the property, if warranted. This technical report was prepared in accordance with standards laid out by National Instrument 43-101 and Form 43-101F (Standards of Disclosure for Mineral Projects). This report is also being prepared to support an Initial Public Offering and listing of Rex's common shares on the TSX-V. The property is 100% owned by Eagle Plains.

The Report is based on geological and geophysical data published by the British Columbia provincial government, including a geological bulletin, mineral descriptions in BC MINFILE, and technical work summarized in assessment reports that have been filed by various owners and operators on the property, including Eagle Plains. These reports are referenced throughout the Report and listed under References in Section 27. The Author has also relied on written, unpublished information, and on personal communication with Eagle Plains personnel.

The Author has reviewed assay certificates from the historical Eagle Plains exploration work, as well as historical assessment reports prepared by Eagle Plains on work that was undertaken on the Kalum property and is of the opinion that the data presented in these reports can be relied upon and is more than adequate for the purposes used in this report.

There have been no material changes to the subject property between the property visit by the Author on September 30 – October 01, 2020 and the Effective Date of this report. The Author has researched any possible public filings including assessment reports on the BC Government ARIS Database and/or news releases that may have filed on SEDAR for the vendor company, Eagle Plains Resources Ltd.

The Author confirmed with both Rex Resources and Eagle Plains Resources that the last work program completed on the Kalum Project was prior to the Effective Date of this report.

All coordinates presented in the Report are in Universal Transverse Mercator (UTM), North American Datum 1983 (NAD83) in Zone 11 North of British Columbia, Canada. All dollar amounts are presented in Canadian dollars.

In 2003, Eagle Plains Resources staked a significant land package west of Kitsumkalum Lake, which included the area covered by the current Kalum claim group. Between 2003 – 2015, Eagle Plains and option partners Mountain Capital Inc., Windstorm Resources Inc., Clemson Resources Corp. completed significant exploration programs on the greater Kalum property, including airborne geophysics, geological mapping and prospecting, extensive reconnaissance contour and grid soil geochemical sampling, silt sampling and diamond drilling. Although this report is largely focused on the current Kalum claim block area, historic work by Eagle Plains on the greater Kalum claim area is also referenced.

3.0 RELIANCE ON OTHER EXPERTS

Claim status and title data has been extracted from the Mineral Titles office of British Columbia and there are no apparent environmental concerns. There has never been a title opinion and no environmental evaluation provided to the Author. The Author does not express a legal opinion as to the ownership status of the property.

4.0 PROPERTY DESCRIPTION AND LOCATION

4.1 Property Location

The Kalum property is located within the Kitimat Range of the Coast Mountains, approximately 35 kilometers northwest of the city of Terrace, B.C., approximately 600 km north of Vancouver (Figure 1). The area is commonly referred to as "the Golden Triangle" due to the enormous mineral endowment found in this part of British Columbia.

4.2 Property Description

The Kalum property consists of 4 MTO mineral claims totalling 1621.67 hectares centered at UTM 6071371 N / 501123 E on NTS mapsheets 103I075, 076, 085, and 086 (Figure 2). Due to the COVID19 situation, on March 27, 2020, the BC Government extended the lapse date for all mineral claims until December 31, 2021 (Table 1, Figure 2). The claims are owned 100% by Eagle Plains Resources Ltd.

On August 13, 2020 Eagle Plains Resources Ltd. ("Eagle Plains") announced in a news release that it had entered into an agreement with Rex Resources Corp. ("Rex") whereby Rex could earn a 60% undivided right, title and interest in the Kalum Property by making cash payments of \$250,000, issuing 1,000,000 common shares, and by completing exploration expenditures of \$3,000,000 over a four year option period according to the following schedule:

Exploration Expenditures (\$3,000,000)

• \$100,000 on or before December 31, 2020 (complete)
• An additional \$500,000 on or before December 31, 2021
• An additional \$800,000 on or before December 31, 2022
• An additional \$1,600,000 on or before December 31, 2022

Cash Payments (\$250,000)

• \$10,000 on execution of Letter of Intent (paid)
• \$15,000 on execution of formal Agreement (paid)
• An additional \$25,000 on or before March 31, 2021
• An additional \$50,000 on or before December 31, 2021
• An additional \$75,000 on or before December 31, 2022
• An additional \$75,000 in cash or shares at Rex Resources' sole discretion, on or before December 31, 2023

Share Consideration (1,000,000 shares)

200,000 shares on Exchange approval of Agreement and Exchange listing of shares

• An additional 200,000 shares on or before March 31, 2021
• An additional 200,000 shares on or before December 31, 2021
• An additional 200,000 shares on or before December 31, 2022
• An additional 200,000 shares on or before December 31, 2023

If Rex exercises the option and acquires 60% of the Kalum property then it will be subject to a 2.0% net smelter returns royalty payable to Eagle Plains upon the commencement of commercial production. 1.0% (one-half) of the royalty may be repurchased by Rex at any time by making a \$1,000,000 payment to Eagle Plains.

In British Columbia, the owner of a mineral claim acquires the right to the minerals which were available at the time of claim location and as defined in the Mineral Tenure Act of British Columbia. Surface and placer rights are not included. Claims are valid for one year and the anniversary date is the annual occurrence of the date of record (the staking completion date of the claim). To maintain a claim in good standing the claim holder must, on or before the anniversary date of the claim: (a) record the exploration and development work carried out on that claim during the current anniversary year; or (b) pay cash in lieu of work. A report detailing work done and expenditures must be filed with, and approved by, the B.C. Ministry of Energy and Mines. The exploration and development work expenditures required to hold a claim are calculated on a per hectare basis. The cost for holding a claim in years1-2 is \$5/ha, in years 3-4 \$10/ha, years 5-6 \$15/ha and \$20/hectare thereafter. Cash in lieu of work payments are double the requirements for exploration work.

The land in which the mineral claims are situated is Crown Land and falls under the jurisdiction of The Government of British Columbia. Surface rights would have to be obtained from the government if the property were to go into development. The Kalum claims are located within traditional lands of the Tsimshian First Nation.

The Author is not aware of any other significant factors or risks that may affect access, title, or the right or ability to perform work on the property. The Author is not aware of any environmental liabilities on the property.

Exploration in British Columbia is governed by the Mines Act; a permit under the Mines Act is required for exploration activities involving mechanical disturbance. The application is referred to as a Notice of Work. Eagle Plains Resources Ltd. has submitted a Notice of Work Permit for the work proposed in Section 26 of this report. Exploration permits are available from the BC Ministry of Energy, Mines and Petroleum Resources and the Author does not anticipate any undue delay in obtaining any future permits.

KALUM TENURE DECEMBER 01, 2020 (4 CLAIMS TOTAL)
Title Number	Claim Name	Owner	Title Type	Map Number	Issue Date	Good To Date*	Status	Area (ha)
1078211	KALUM	Eagle Plains Resources (100%)	Mineral Claim	103I	2020- 08-26	2023-04-28	GOOD	354.1
1078214	KALUM	Eagle Plains Resources (100%)	Mineral Claim	103I	2020- 08-26	2023-04-28	GOOD	149.2
1078217	KALUM	Eagle Plains Resources (100%)	Mineral Claim	103I	2020- 08-26	2021-01-08	GOOD	876.1
1078220		Eagle Plains Resources (100%)	Mineral Claim	103I	2020- 08-26	2020-10-30	PROTECTED	242.3
							TOTAL:	1621.7

* Due to the COVID19 situation, on March 27, 2020, the BC Government extended the lapse date for all mineral claims until December 31, 2021

(Tenure information is current and taken from the BC MTO system on December 01, 2020)

130°0'0"W

60°0'0"N

50°0'0"N

5.0 ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE, AND PHYSIOGRAPHY

Terrace is located along the Yellowhead Highway, approximately 100 kilometers east of the major port of Prince Rupert, and 60 kilometers north of the port of Kitimat. Rail service is provided in Terrace, and direct air service is provided daily from Vancouver. The project area is accessed by a network of B.C. Forest Service and private logging roads which cover most of the project area. Review of existing (year 2020) 5-year logging plans provided by NorthPac Forestry indicate that extensive roadwork and logging activities are planned for the project area, with some of the proposed activity now underway. A hydroelectric power line runs north-south along the eastern boundary of the project area.

The Property is located within the Kitimat Range of the Coast Mountains in the area of Mount Allard (1,505 meters above sea level). Elevation varies from 300 to 1,500 meters above sea level and topography is steep to moderately steep. Outcrop is present within numerous drainages and along ridges and escarpments but is sparse on timbered slopes. Much of the Property has a thin to moderate veneer of glacial till; total outcrop exposure is estimated at 10 to 20 percent. The eastern part of the claim block borders Kitsumkalum Lake and the Nelson River drainage is located directly north of the southern claim boundary. A number of small creeks and several Alpine lakes are also found on the claims. Tributary streams to the main drainages are deeply incised where they enter the larger U-shaped valleys.

The weather is typically coastal with wet summers and heavy snowfall in the winters. Large snowdrifts cover parts of the property until mid-June, with minor areas of permanent snow found only at the highest elevations and in sheltered areas. The operating season on the lower elevations of the property is typically mid-May to late September, and mid-June to mid-September at the higher elevations. The logging road along Mayo Creek could be used year round to support drilling at lower elevations. Vegetation varies from heather, blueberry and huckleberry on the upper slopes to Douglas fir, hemlock, alder and devil's club on the lower slopes below tree line.

The nearest major city centre is Terrace. Terrace is a supply centre for this northern BC region and has an ample labour force. Due to historic mining activity in the area, an experienced work force, including mining personnel are available in Terrace and northwestern BC.

6.0 HISTORY

In 2003, Eagle Plains Resources staked a significant land package west of Kitsumkalum Lake, which included the area covered by the current Kalum claim group. Between 2003 - 2015, Eagle Plains and option partners Mountain Capital Inc., Windstorm Resources Inc., and Clemson Resources Corp. completed significant exploration programs on the greater Kalum property, including airborne and ground based geophysics, geological mapping and prospecting, extensive reconnaissance contour and grid soil geochemical sampling, silt sampling and diamond drilling. The following summary focuses on work performed on the current Kalum claim block area.

MINFILE NAME BLING-RICO; OTHER NAMES KALUM MINFILE NUMBER 103I 225

The Bling vein was discovered in 2003 by Eagle Plains Resources Ltd. Tracing of mineralized boulders along Bling Creek initially led the exploration team to conduct soil sampling and prospecting toward the headwaters which led to the discovery. The Bling showing is a coarse grained, massive quartz vein up to 20 centimeters thick with significant pyrite and lesser galena. Grab sampling of the Bling vein yielded best assays of 6.1 grams per tonne gold and 6.8 grams per tonne gold with very low silver values.

Further prospecting led to the discovery of the Rico vein. This is a mostly massive, coarsely crystalline vein with surrounding quartz stringer and breccia zones, with a total width of approximately 2.5 meters. Grab and channel sampling across the Rico vein yielded very encouraging, high grade gold values. Best results are 2.5 meters at 12.0 grams per tonne gold. Silver values are very low, mostly less than 15 grams per tonne. Alteration around the veins is cryptic, but appears to be weakly phyllic with minor carbonate.

More veins and mineralized faults are present in this area but could not be reached for sampling during 2003. The Bling, Rico and other veins exist in an apparently en echelon array associated with mineralized faults oriented 165 degrees, dipping 72 degrees west. In general, the veins are more shallowly dipping (eg. Rico strikes 150 degrees, dipping 42 degrees west) than the faults and show significantly less deformation.

In 2003, Eagle Plains Resources staked a significant land package west of Kitsumkalum Lake, which included the area covered by the current Kalum claim group. In 2004, Eagle Plains continued exploration for an intrusion-related gold deposit on its Kalum property. The program comprised a magnetic and time-domain electromagnetic airborne geophysical survey and on-the-ground evaluation of targets. Five holes targeted the Bling-Rico vein structure in 2004. Drill hole KRC04005 intersected 11.6 grams per tonne gold over a length of 0.9 meter, beginning at 0.9 meter from surface. Drill hole KRC04001 returned 35g/t Au over 2.5m from 101.8m to 104.3m; including a 0.5m interval that assayed 107g/t Au.

In 2012, option partner Clemson Resources Corp. completed two diamond drill holes (420 meters) from one drill pad and focused on the southern strike extension of the Bling-Rico structure at lower elevations than the 2004 drilling. It was successful in intersecting the Bling-Rico structure in both holes along with similar geology and alteration styles. Although the 2012 drilling failed to intersect notable mineralization in the two holes, the pervasive alteration assemblages and their relationships to geology are similar to previous mineralization intersections and suggest that the Bling-Rico zone is a large scale continuous hydrothermal feature.

MINFILE NAME CHRIS; OTHER NAMES ORO, IKE, BEAVER, MAYOU, LAURA MINFILE NUMBER 103I 174

The Chris vein showing was first staked in 1945 by S.R. Ling and W. Jorgenson; minimal work was done by the original stakers. The first physical work in the form of a number of trenches was completed in 1950 by Lake Expanse Gold Mines Ltd. There was no further work until 1959, when Conwest Exploration Co. Ltd. located a number of new trenches and established a good walking trail to the

property from the existing logging road system. Samples from their trenching averaged 0.5 oz/t Au and 2.8 oz/t Ag, with assays up to 4.96 oz/t Au and 173 oz/t Ag. Conwest dropped their option on the property and no further work was completed until 1962 when Kootenay Base Metals drove a 57.1 meter (202-foot) adit into the vein structure.

No other significant work was done on the property until Prism Resources Ltd. staked the Chris claims in September, 1979. Prism's 1980 work consisted of clearing the portal, cleaning and mapping the adit. (EMPR ASS RPT 8393). The 1980 report concluded that the 1962 adit was in sound shape, but appeared to have missed the major shear vein system exposed on surface in the area of the portal. Recommendations included detailed sampling of veins, surface prospecting, and geophysics to determine the presence of parallel structures to the main vein system, and underground diamond drilling. The total cost of the 1980 program was \$7,179.82.

1981 work by Prism Resources included: l22.7 meters (402.5 feet) of IAX drilling in five holes; geological mapping at a scale of 1:1,000 over a 300 meter-by-200 meter grid; cleaning, blasting, and sampling of 23 old and new trenches; installing a geochemical 400 meter-by-250 meter grid with a 50 meter line spacing and a 25-meter sample spacing; collecting a total of 99 samples; and conducting a topographic survey of the two previously mentioned grids.

The results from the 1981 program indicated that gold and silver values were relatively consistent throughout the 300-meter length of the main vein system; the average values of chip samples collected along the entire 300-meter length of the vein were 11.25 g/t Au, 80.57 g/t Ag, and 1.4 per cent Pb. The greatest widths of the vein are at the east and west ends; the west end is cut off by cliffs but the east end is still open to further exploration. Sampling of another vein 40 meters to the south of the Main vein returned average values of 2.09 g/t Au, 8.23 g/t Ag, and 0.1 per cent Pb over approximately 35 meters of strike length. Soil geochemical results indicated the presence of a possible mineralized structure along strike to the east of the known Main vein and continuing for another 300 meters.

Five IAX-size drill holeswere drilled to test for surface and underground extensions of the Main vein: three from surface (107.0 meters) and two underground (15.5 meters) with an aggregate length of 122.7 meters (402.5 feet) of IAX-size core. Core recoveries were very poor, and although mineralized quartz veins were intersected, the size and grade of the veins could not be evaluated (Cavey, 1981). The drill contract was terminated because the drill was not getting the recoveries necessary to properly evaluate the property.

Recommendations in the 1981 report included further diamond drilling using a larger drill to improve core recovery. The report also concluded that consideration must be given to road access to the property from the existing system of logging roads. The total cost of the 1981 program was \$48,591.87.

In 2004, Eagle Plains completed six drill holes that holes tested the Chris gold-bearing quartzarsenopyrite vein over a strike length of about 150 meters, east of previous drilling. One significant intersection was obtained, 16.3 grams per tonne gold over 0.3 meter.

MINFILE NAME: MARTIN; OTHER NAMES: NOBLE, REX, GLEN NO.1 MINFILE NUMBER 103I 020

Rex Resources Corp. December 11th,

The Martin mineralization consists of gold-bearing quartz veins near the contact between sediments and granodiorite. A 30.0-centimeter sample collected from the main vein assayed 8.2 g/t Au, 137 g/t Ag, and 4.0 per cent Pb (Minister of Mines Annual Report, 1928). A second parallel vein, 50 meters from the main vein, assayed 6.8 g/t Au and 12.3 g/t Au over 0.18 meters (Geological Survey of Canada Memoir, 205).

MINFILE NAME HAT; OTHER NAMES DRUM, KIT MINFILE NUMBER 103I 173

Don Young and Peter Ogryzlo staked the KM and Drum claims in 1979 to follow up a reconnaissance geochemical survey sponsored by the B.C. Dept. of Mines and Petroleum Resources; this survey indicated that the Mayo Creek ridge was anomalous in arsenic and silver. Reconnaissance prospecting and following float and stream sediment dispersion trains led to the discovery and acquisition of the Hat and Flare claims in 1980. The first recorded assessment work on the Hat showing area was in 1981(EMPR ASS RPT 10045). The property owners undertook stream sediment sampling, prospecting, and geological mapping. Detailed sampling was conducted on the projection of the CHRIS vein mineralization onto the KM9 claim, and on the Drum arsenopyrite showing. A total of 40 stream sediment samples, 15 soil samples, and 10 rock chip samples were collected and analyzed for Au, Ag, Hg, Cu, Pb, Zn, As and Co. The report concluded that precious metal values appeared to be associated with quartz-arsenopyrite veins, which in turn appear to be associated with a diorite intrusion. Further work including detailed soil geochemistry, trenching, and diamond drilling was recommended.

The goal of the 1982 geological program was to map and sample veins on the property. Geological mapping was included in the sampling program, and float prospecting was used to search for other veins. Geochemical rock analyses were performed to clarify trace element associations with the precious metals. A total of 16 float samples, 19 grab samples, 11 chip samples, and one stream sediment sample were collected. The samples were analyzed using a 30-element ICP package. A number of quartz veins with arsenopyrite, galena, sphalerite, and pyrite were noted, which are generally associated with a later diorite intrusive. The best geochemical values returned were 41.10 g/t Au and 9587.8 g/t Ag from a chip sample of vein material.

The Full and Moon claims were staked in 1986 by Don Young and Peter Ogryzlo to cover mineralized quartz veins discovered approximately three kilometers southwest of the Chris showing. The veins were discovered by following up stream-sediment geochemical anomalies and quartz float dispersion trains. No previous reference to these veins is known, and therefore the largest vein may have been exposed by retreating snow and ice shortly before the discovery.

The object of the 1987 program was to chip sample and map the most highly mineralized veins discovered during the initial exploration, to sample the mineralized stock-work zones, and to extend the 2015 Kalum Assessment Report Page 18 Eagle Plains Resources Ltd. March 23rd, 2015 area of mapping and prospecting (EMPR ASS RPT 17890). Geological mapping located a number of precious-metal-bearing quartz veins clustered in and around a younger composite multiphase stock of predominately diorite composition. A total of seven soil and 26 rock samples were collected and analyzed by induced coupled plasma (ICP) for Cu, Pb, Ag, and As, with all samples analyzed for Au

using Atomic Absorption (AA).

Over 30 veins were noted associated with the diorite stock, 15 of which had significant precious metal values. The 5000 vein returned values of 6.1 g/t Au and 17.3 g/t Ag from a 100-centimeter chip sample, the 4700 vein returned values of 7.3 g/t Au and 1077 g/t Ag from a 45-centimeter chip, and the Pick vein returned 4.8 g/t Au and 380 g/t Ag over a 70-centimeter chip. Samples from veins discovered during the 1987 program also returned precious metal values of up to 5.7 g/t Au and 429.6 g/t Ag from a 30-centimeter chip. Also significant was a grab sample of ankeritic vein material collected from a talus field which returned a value of 50.4 g/t Ag. Further work was recommended for the Full and Moon claims including more detailed sampling at depth of the 5000, 4700 and Pick veins to determine potential for economic tonnage and grade, as well as more detailed sampling on the veins discovered during 1987. The report also recommended further exploration of ankeritic alteration zones.

Work by Eagle Plains Resources Ltd. in 2003 indicated that the Full Moon showing is likely the same structure referred to as the Hat.

History of Work by Eagle Plains Resources Ltd

Between 2003 - 2012 Eagle Plains Resources collected a total of 1150 soil samples, 384 rock samples, 40 silt samples and 1907 meters of diamond drilling in 16 holes, in addition to airborne VTEM geophysics, geological mapping and prospecting.

The significant exploration programs are summarized below:

2003

2003 represented the first year of work on the Kalum property by Eagle Plains Resources. The 2003 program included geological mapping and prospecting, rock grab and channel sampling, and stream sediment and soil sampling. The program was very successful and defined numerous new, high-grade zones of Au-Ag mineralization. These included two new showings: the Bling/Rico and Tojo. In addition, the historical Martin and Chris MinFile occurrences were located, sampled and surveyed. This work confirmed that the Kalum property is highly prospective for Au-Ag epithermal vein-type deposits and further work was recommended.

2004

2004 work by Eagle Plains followed up on recommendations generated by the 2003 work. This consisted of a three-phase program that included a VTEM airborne geophysical survey, extensive silt and soil geochemical sampling, geological mapping and prospecting, and an 11 hole, 918m diamond drill program. A summary of the drill results is provided in Section 10.0.

2005

Analysis of results derived from the 2003 - 2004 geological programs led to the focus of the 2005 work in the Hat area. Work included geological mapping and geochemical sampling, followed by a three hole 569m diamond drill program that tested the main Hat showing area. Although the limited drill program did not intersect ore grade Au-Ag mineralization, results from the surface programs were very encouraging, resulting in the discovery of three new high-grade polymetallic Au – Ag showings:

• − the BABIT (6.0m @ 7.3 g/T Au-Channel),
• − the Upper Hat (9.9 g/T Au + 1500 g/T Ag-Grab);
• − the TTT (12.2 g/T Au-Grab).

2012

The 2012 exploration program consisted of a total of two diamond drill holes (420 meters) from one drill pad and focused on the southern strike extension of the Bling-Rico structure at lower elevations than the 2004 drilling. It was successful in intersecting the Bling-Rico structure in both holes along with similar geology and alteration styles. Although the 2012 drilling failed to intersect notable mineralization in the two holes, the pervasive alteration assemblages and their relationships to geology are similar to previous mineralization intersections and suggest that the Bling-Rico zone is a large scale continuous hydrothermal feature. The program was funded by option partner Clemson Resources.

7.0 GEOLOGICAL SETTING AND MINERALIZATION

7.1 Regional Geology

The geology in the Terrace area is dominated by a broadly anticlinal structure that trends NNE from Kitimat, has core of Paleozoic carbonate rocks and is flanked to the east and west by Mesozoic volcanics. This axis is the locus of hot springs and two stockwork-molybdenum deposits at Nicholson (Shannon) and Fiddler Creeks (Figure 3a). Evidence of rifting and extensional tectonics is seen in the Kitsumkalum valley, where Mesozoic volcanics are exposed in the valley adjacent to Paleozoic carbonates on the valley slopes. The Tseaux lava field, some 40 kilometers north of the property, is the site of recent (400 year old) volcanic activity.

The Kalum Property lies within the Kitimat Range of the Coast Mountains physiographic subdivision, 10 kilometers west of the boundary with the Nass Range section of the Hazelton Mountains physiographic subdivision. The Coast Mountains are comprised of Jurassic-age and older sedimentary and volcanic rocks that have been intruded by the Cretaceous Coast Crystalline Complex. This belt of granitic rocks stretches from Vancouver into the Yukon, and is comprised chiefly of granodiorite, quartz diorite and diorite.

The Kalum Property is located on the northeast-trending contact between dioritic intrusions of the Cretaceous-age Coast Crystalline Complex, and the fine-grained sedimentary and volcanic sequence of the Upper Jurassic to Lower Cretaceous-age Bowser (Lake) Group. The Bowser Lake Group consists mainly of marine and freshwater shale, arenite, greywacke, conglomerate, argillite, and minor tuff. Intrusions range in composition from quartz monzonite to granodiorite and diorite and vary in size from small stocks to large batholiths. Contacts between the intrusions and sedimentary rocks are generally irregular. Hypabyssal rocks, in the form of porphyritic, aplitic, and basaltic dikes and sills, intrude both the sediments and Coast granitoids. On the northern part of the Property, in the area of the Chris occurrence, cross cutting rhyolite dykes have also been reported (Young and Ogryzlo, 1988).

Figure 3b - Regional Geology Legend

after Journeay J.M. and Williams S.P., 1996

Tertiary

Quanchus Suite - hbl-biotite-granite - Terrane-stitching plutons of the Omineca / Intermontane / Coast / and Insular belts

Undivided plutonic assemblage - granodiorite / leucogranodiorite / qtz-monzonite / qtz-diorite / tonalite

Cretaceous

Undivided plutonic assemblage - granodiorite / leucogranodiorite / qtz-monzonite / qtz-diorite / tonalite

Undivided plutonic assemblage - granodiorite / leucogranodiorite / qtz-monzonite / qtz-diorite / tonalite

Skeena - greywacke / sandstone / siltstone / shale / conglomerate / coal - easterly derived back-arc clastics

Jurassic

Undivided foliated plutons - hbl-bt-diorite / granodiorite - amalgamated by Latest Jurassic/accreted to continental margin in Late Jurassic and Cretaceous time

Hazelton volcanics - basalt / andesite / rhyolite / dacite / pyroclastics - amalgamated by Latest Triassic time and accreted to Ancestral North America in the Jurassic

Bowser Lake - conglomerate / sandstone / siltstone / shale / limestone / coal - post-Accretion back-arc (?) and foredeep clastic wedge on Stikinia

Devonian - Permian

Asitka - basalt / rhyolite / pyroclastics / limestone / shale / sandstone / chert - amalgamated by Latest Triassic time and accreted to Ancestral North America in the Jurassic

Central Gneiss Complex - orthogneiss - undifferentiated metaplutonic rocks of the Central Gneiss Complex

Central Gneiss Complex - schist/gneiss - undifferentiated metamorphic rocks of uncertain protolith

7.2 Local Geology

The Kalum Property is centered on an irregularly shaped granodioritic pluton of the Coast Crystalline Complex that has surface dimensions of approximately 8 by 12 km. This pluton and many associated smaller intrusions were emplaced into Upper Jurassic to Lower Cretaceous Bowser Lake Group sedimentary rocks.

7.3 Property Geology

Lithology

The Bowser Lake Group

Bowser Lake Group rocks on the property comprise a monotonous package of arenite, greywacke, siltstone and mudstone, with lesser carbonaceous mudstone and conglomerate. Bedding is generally upright with variable strike, although all dips are generally shallow and mostly under 40. Three broad, stratigraphic units were identified during the 2003 field season. The lower greywacke unit that comprises mostly greywacke, with lesser conglomerate, siltstone and mudstone, dominates the southern portion of the property. The central mudstone unit dominates the central portion of the property and consists of mudstone with lesser greywacke, siltstone and carbonaceous mudstone. The upper greywacke unit that consists of massive greywacke, with some interbedded mudstone and minor carbonaceous mudstone, dominates the northern part of the property. Bowser Lake Group rocks south of Nelson Creek locally have a penetrative foliation. The more pelitic units contain muscovite and chlorite, indicating pre-Coast Plutonic Complex metamorphism of sub- to lower greenschist facies.

Hand sample rock descriptions were done on three of the types of Bowser units, the greywacke, the feldspathic arenite and the mudstone/shale were done during the geological mapping around the Hat showing in 2005. The sedimentary units, especially the sandstones, are difficult to distinguish and have highly irregular contacts, and so are mapped for the most part as undifferentiated Bowser sediments.

The greywacke is dark grey in colour and for the most part massive. It is moderately well sorted, with fine to medium-grained quartz grains that are difficult to distinguish with the naked eye. The rock is comprised roughly of 70% grains, most of which are quartz and 30% calcite matrix. Calcite is also very commonly seen on fractured surfaces.

The feldspathic arenite is usually green-grey in colour and poorly sorted. The rock is comprised mostly (50%) of medium to coarse-grained sub-angular feldspar grains. The rest of the rock is comprised of medium to coarse-grained calcite (25%), some kind of medium-grained dark grain (10%) and medium to coarse-grained quartz (5%). The matrix is comprised of calcite and quartz and represents 5-10% of the rock. Calcite veinlets of up to 2cm wide are common throughout. The rock can also occur with a more silica rich matrix but still has the same rock classification.

The shale/mudstone unit is dark black and very fine grained. The rock is usually very fissile and fractured and has a common rusty surface, evidence of some sort of low metamorphism. There is little to no mineralization, other than the rare patch of disseminated euhedral pyrite.

Instrusive Suites

The Coast Plutonic Complex and associated hypabyssal intrusions on the property have a large range in composition and texture. Two main intrusive suites, the Allard Pluton, and Hat quartz diorite – diorite have been mapped in detail (Figure 3).

The main pluton, here named the Allard Pluton, has an irregular, east-west elongate shape, with a large embayment of Bowser Lake Group sedimentary rocks on the western side Figure 4. The outcrop pattern along the northern margin indicates that the contact here is likely to be steeply dipping, perhaps to the north. Exposed contacts and outcrop patterns across the central and southern portions of the property indicate an irregular, shallowly dipping, partially bedding-controlled sill-like geometry for the main pluton in this area. The eastern portion of the pluton is cut by a NNW-striking, steep fault that may have experienced normal movement.

The Allard pluton is dominated by coarse-grained hornblende-porphyritic tonalite (locally poikilitic) and medium-grained hornblende-biotite granodiorite. The cupola of the pluton is exposed at the Tuppie Zone Figure 4. Dykes and sills of similar lithologic composition are common and display a strong foliation and / or carbonate alteration. A K/Ar cooling age of 100.2 ± 6.8 Ma was derived from the pluton (Godwin, unpublished in Breitsprecher and Mortensen, 2004).

The Hat Quartz Diorite – Diorite is an east – west trending elongate body north of Mayo Creek (Figure 4). It occurs as a weakly to strongly folded and foliated hornblende – pyroxene quartz diorite or diorite. Pyroxene remains fresh, while hornblende is altered to chlorite and pompellyite (Mihalynuk and Friedman, 2004). Mihalynuk and Friedman (2004) obtained a U-Pb crystallization age of 93.8 ± 0.5 Ma for this intrusive.

Many sills, dykes and plugs of variable composition and texture intrude Bowser Lake Group rocks around the margins of the main plutons, in particular in the embayment region on the pluton's western side and to a much lesser extent the Allard pluton itself. The embayment of sedimentary rocks on the pluton's western side hosts numerous sills of medium and coarse-grained granodiorite that range in thickness from 300 meters to less than 1 m. Numerous other, generally thin (0.5 to 10 m), sills and dykes of granodiorite to diorite generally are fine- to medium-grained and have plagioclase as the main phenocryst phase. A sill of pyroxene-porphyritic diorite with unknown width intrudes the Allard pluton near its northern margin. A fine- to medium-grained lamprophyre sill crops out north of the northern margin of the Allard pluton. At least two small intrusions of garnet-plagioclase-muscovite granite crop out north of the main pluton. Plagioclase-porphyritic granite (rhyolite) sills and/or dykes crop out near the Chris adit (Young and Ogryzlo, 1988) and in the western embayment area. A small plug or sill of medium-grained quartz-syenite crops out NW of the Misty Moss Creek showing. Aplitic and pegmatitic dykes, and vein-dykes are also common around the main pluton boundaries but have highest densities in the western embayment area.

Metamorphism

A weak contact metamorphic and metasomatic aureole exists around the main Allard stock and is normally 100 to 300 m in width. In most areas it is defined by limonitic fractures, weak silica alteration and disseminated pyrite, chalcopyrite and arsenopyrite. Rocks within the aureole, particularly the mudstones, have a distinctive rusty appearance. In general, no metamorphic minerals could be identified in hand sample in the contact aureole. However, a number of country rock roof pendants have contact metamorphic andalusite and biotite. This indicates low-pressure greenschist

facies metamorphism in these areas.

Alteration

A number of different alteration assemblages associated with Au-Ag mineralization were observed in the Kalum property area. These assemblages are summarized as follows:

• 1. Propylitic alteration (chlorite-epidote) associated with vein-dykes and aplite dykes (e.g. Moly zone), as pervasive alteration in more mafic portions of the stock (e.g. east of Hat vein) and associated with mineralized veins on the eastern side of the property (e.g. Kalum veins);
• 1. Ankeritic/silicic/pyritic alteration associated with mineralized veins hosted in granodiorite and diorite (e.g. Tojo, Hat);
• 1. Argillic/silicic/pyritic alteration around and distal to mineralized veins (e.g. Kalum, Burn and north Kalum);
• 1. Silicic and pyritic (lesser chalcopyrite and arsenopyrite) alteration as a pervasive phase in the contact aureole of the main stock;
• 1. Meter-scale carbonate alteration envelopes are commonly associated with polymetallic Au-Ag veins; particularly at the Tuppie and Hat zones (the most promising zones on the property).

Carbonate alteration is also associated with magnetite destruction and may be responsible for the magnetic low along the eastern margin of the Allard pluton.

Paragenesis

The 2003 field-mapping program by Stephens led to the recognition of the following broad, generalized magmatic-hydrothermal sequence (from oldest to youngest):

• 1. Granodiorite and diorite plutonism, contact metamorphism and metasomatism
• 1. Hypabyssal dykes and sills, mostly granodiorite to diorite in composition
• 1. Hypabyssal dykes and sills, more fractionated phases including plagioclase porphyritic granite (rhyolite), quartz-rich granite
• 1. Aplite dykelets with associated propylitic alteration
• 1. Vein-dykes of varying composition
• 1. Smoky quartz veins, some with feldspar selvages
• 1. Molybdenite-bearing veins with K-feldspar selvages hosted in main pluton
• 1. Main stage of Au-Ag bearing veins

It should be noted that many of these stages are transitional and overlap in both time and space. For example, many sills and dykes would be forming at the same time the main pluton was crystallizing, and aplite dykelets, vein-dykes and molybdenite-bearing veins are all closely associated with each other.

Structural Geology

The structural architecture of the rocks on the Kalum property can be described in terms of five main structural elements. These are: bedding, intrusive bodies (sills/dykes and pluton contacts), mineralized veins, faults and joints.

Bedding

Bedding in the Bowser Lake Group sedimentary rocks on the property has variable strikes and shallow to moderate dips. Cross-bedding in the greywacke units indicates that bedding is upright across the entire property. Stereonets show that the maximum density of bedding is at 240/36 NW, with other sub-maxima at 236/18 NW, 308/30 NE, 020/33 SE and 126/36 SW. These data and field observations indicate broad warping of the bedding across a SSW-trending axis.

Intrusive bodies

Coast Plutonic Complex intrusive rocks on the property occur in the major pluton and as sills and dykes. In general, sills are more abundant than dykes. The sills and dykes are mostly granodiorite to diorite in composition (c.f. Property Geology section). Sills are mostly bedding parallel, and thus have variable orientations across the property. The stereonet maximum density for the sills is 162/30 W and for the dykes is 129/90.

Faults

The faults measured in the field are dominated by a NNE-striking set with moderate to vertical dips and have a stereonet maxima at 026/84 E. These faults cut all other geological features on the property and have a normal movement sense. The largest displacement observed was about 2 m (Fig lamprophyre photo offset). A minor set of NW-striking, steeply dipping faults, parallel to mineralized veins is also apparent.

The predominance of variably dipping, NNE-striking normal faults is consistent with a late extensional event that had a vertically plunging 1 and horizontally plunging, ESE-directed 3.

Joints

Joints measured on the property fall into three major sets that have stereonet maxima at 139/66 SW, 352/72 E and 236/72 NW. The first two sets have NW strikes and thus are likely to be related to the NW-striking set of shear veins. The minor NE-striking joint set corresponds with the NW-striking set of vein-dykes.

7.4 Mineralization

Mineralization on the property is dominantly high-grade Au-Ag, epithermal to mesothermal vein-style. Most of the best prospects occur near the margins of the Allard Pluton. Table 2 summarizes high grade mineralization at the Kalum property; additionally 2003-2008 discoveries and the historical showings are discussed in detail below and shown on Figure 5, 6.

Showing	Sample Number	Sample Type	Au (g/T)	Ag (g/T)	Zn (%)	Pb (%)
Hat Area	JCKMV017	100 cm Channel sample	28.5	24	0.85	-
Hat Area	JCKMV019	Grab from 100 cm wide vein	34.5	1384	3.32	3.95
Hat Area	JCKMV018	1 m chip sample	51	1058	-	4.2
Chris Vein	CGKMV020	Grab from 75 cm wide vein	26.6	23.8	-	-
Chris Vein	CGKMV021	Grab from 40 cm wide vein	45.1	50.1	-	0.52
Tojo	JSK03R31	Grab Sample	58.1	439.9	-	-
Martin	CDK03R84	Grab Sample	25	260.9	-	-
Martin	TTKL03R088	Grab Sample	34	83	-	4.8

Table 2: Kalum Property Showing Highlights

Chris and Martin Occurrences

Mineralization in the Chris area occurs along the contact between Bowser Group sedimentary rocks and the Coast Intrusive Complex. A gold-bearing quartz vein, known as the Main vein crosscuts the sedimentary rocks. Several other veins exist in the area, including the South, Rex and the Oro.

The Main vein has been exposed by trenching for 300m and ranges in width from 0.30m up to 1.34m with the average width of 0.59m. As part of the 1981 work program by Prism Resources, twenty trenches were blasted, hand-dug and chip-sampled over the entire 300m length. The average gold assay was 11.25 g/t Au with values ranging from 3.42 to 22.01 g/t; the average silver assay was 80.57 g/t with values ranging from 16.11 to 547.2 g/t and the average lead assay was 1.4% with values from 0.04 to 12.9% .

Observed mineralization consisted of 90% massive arsenopyrite with 10% cubic galena distributed randomly throughout. This mineralogy was relatively consistent over the entire length of the vein system, except in one trench where the percentages were reversed; that is, 90% steel galena and 10% arsenopyrite. The Ag/Au ratio and the Ag/Pb ratio had a substantial range in values, the former being 2:1 to 20:1 and the latter being 1:1 to 3:1. Although the ratios are variable, a number of trends were observed: Whenever there was an increase in the lead assays, silver values increased as well, suggesting that the silver is carried in the galena. The other important point noted by Prism was that the gold assays were totally independent of the lead and the silver values; they neither increased or decreased consistently with changes in the lead or silver values, suggesting that gold is carried in arsenopyrite alone.

The vein occurs in two styles, as semi-solid quartz with layers of massive mineralization, or as highly oxidized vein detritus. Very poor assays were obtained from the vein detritus: gold averaged 0.79 g/t, silver averaged 10.63 g/t and Pb averaged 1.1%. The material sampled was a dark-orange to dark-red limonite soil, occasionally containing quartz rubble. This material was presumed to be the remnants of the main vein because of its proximity to the trend of the vein. The widths of the limonite average slightly greater than the true vein, 0.77m versus 0.59m.

The semi-solid quartz carries all the good values for gold, silver and lead. The vein consists of alternating layers of grey-white quartz, grey host-siltstone layers, massive mineralized layers, yellow leached boxwork horizons and orange stained boxwork structures with massive arsenopyrite. The vein is coated with a green arsenic stain, scordite, covering both the mineralized sections and the bull quartz. The vein is not solid; the layers of yellow-stained leached boxwork create a plane of weakness that causes the vein to be friable at surface. The deepest sampling from surface was 3 meters (10 feet) and the vein is still friable at that depth, but not as seriously as near the surface. The main vein was only sampled once at this depth, but as a very tentative correlation, the gold, silver and lead values increased 40-45% from the surface (Cavey 1981).

The vein is relatively consistent in strike and dip: the average is 75°/75° N, and varies from 70°-80° in strike and 65°-85° in dip. The only inconsistency is in the width. Over the 300m length the main vein pinches to 0.30m and swells to 1.34m, although the mean value and the average are close to 0.6m. At the east end of the vein the dip is to the south, possibly as a result of the vein rolling over or of slumping. A hanging wall gouge zone and hanging wall veins are associated with the vein. The hanging wall gouge is commonly 5m wide, black, composed of ground-up siltstone, and lacking visible sulphides. The hanging wall veins are composed of rusty bull quartz, with minor crystalline pyrite filling vugs and along fracture surfaces. These veins were sampled twice in 1981 and averaged 0.45 g/t Au, 4.8 g/t Ag and 0.29% Pb over widths of 0.13m to 0.53m. One other hanging wall vein returned values of 0.45 g/t Au, 0.14% Pb and 211.2 g/t Ag over 0.28m.

A second vein, known as the South vein, is located 40m south of the main vein. This vein outcrops for 35m and, where sampled, ranges in width from 0.16m to 0.52m. The vein is identical in mineralogy and geology, complete with the scorodite weathering, but does not carry metal values as high as the main vein: it averages 2.09 g/t Au, 8.23 g/t Ag and 0.1% Pb.

A number of other veins exist in the area of the Chris occurrence. These veins are referred to on the Mineral Inventory Maps as 103120-the Martin and Rex veins, and 103I74-the Oro, Beaver and Ike veins. In actuality, all veins belong to the same system: the Main vein on the Chris property is part of the Oro, Beaver and Ike group, as are the Rex and Martin veins. The entire system consists of nine mineralized veins, with the Main Chris vein also referred to as #7 vein. It is not known how the South vein relates to this nomenclature.

The other eight veins were sampled by Prism Resources during the 1981 season. Veins 3,4,5,6, 8 and 9 are white quartz veins with crystalline pyrite occurring as vug-fillings and on fracture faces. These veins returned values up to 1.7 g/t Au, 1.7 g/t Ag and 0.01% Pb. Veins1 and 2 are narrow quartz veins with sections of 100% massive arsenopyrite. The average grade from 1981 sampling of the #2 vein was 2.98 g/t Au, 3.42 g/t Ag, 0.20% Pb and 0.05% Cu. It is not known how many samples were collected or the widths of the sample intervals.

At the Martin showing, the main vein follows a shear zone in granodiorite for 100 meters, strikes 015° and dips 55° north-west and is up to 0.5 meters wide. Mineralization consists of pyrrhotite, arsenopyrite, galena, pyrite, sphalerite and chalcopyrite. A 30.0-centimeter sample assayed 8.2 grams per ton gold, 137 grams per ton silver and 4.0 % lead (Minister of Mines Annual Report 1928). A second, parallel vein, 50 meters from the main vein and occurring in greywacke consists largely of massive arsenopyrite and assayed 6.8 grams per ton gold and 12.3 g/t silver over 0.18 meters (Geological Survey of Canada Memoir 205).

2003 soil sampling over an east-west oriented grid between the Chris and Martin prospects shows coherent, east-striking anomalies. The best anomaly has peak values of 640 and 602 ppb Au. Results to date show that these anomalies have a greater than 4 km strike length and are open to the west of the Chris vein.

Hat Occurrence

In the HAT showing area, sediments consist of a northeast striking, southeast dipping sequence of banded siltstone, shale, argillite and minor conglomerate, sandstone and tuff. The sediments are intruded by granodiorite and diorite. Quartz veins within the diorite carry arsenopyrite, galena, chalcopyrite, sphalerite and pyrite. A vein exposed for 30 meters and up to 0.5 meters in width, assayed up to 41.1 grams per ton gold and 9587.8 grams per ton silver. The vein strikes 120° and dips 45° northeast. Other groups of mineralized quartz veins occur 450 meters to the east-southeast and 1,000 meters to the northeast of the main Hat vein. The veins carry arsenopyrite and galena, and have associated ankerite – limonite envelopes with quartz stringers. These veins returned values from 6.8 to 27.4 g/t Au and 27.4 to 1371 g/t Ag from grab samples of vein material. (Assessment Report 10821). Quartz-scheelite veins were also noted in the HAT showing area (EMPR ASS RPT 10821).

Another area of significant mineralization referred to in historical reports is the FULL / MOON occurrence. Work by Eagle Plains Resources in 2003 indicated that the FULL / MOON occurrence is likely the same structure and mineralization referred to as the HAT.

Mineralization in the FULL/MOON showing area is associated with a multiphase stock of predominantly diorite composition. A number of precious-metal bearing quartz veins are clustered in and around this stock. The stock is primarily a fine to medium-grained diorite with hornblende diorite and occasional coarse gabbro. Rhyolite dykes cut the stock as well. Surrounding the stock is a contact aureole that extends for several hundred meters and is characterized by limonite staining of the sediments.

The 4700 vein is located at the 1430 meter elevation, is well exposed for about thirty meters, strikes N60° W, dips 70° NE, and is from 30 to 100 cm wide. The vein is entirely within the diorite and appears to pinch off to the north and south. The vein reappears about 100 meters to the north but is largely obscured by talus. To the south, the vein is represented by a shear zone, but another vein appears 100 meters higher and 200 meters to the southeast along this trend. This vein was discovered during the 1987 field season (Young and Ogryzlo, 1988) and is almost completely obscured by overburden and vegetation. It was not sampled.

The 4700 vein is a polymetallic epithermal gold system. Gold is primarily associated with arsenopyrite and silver is primarily associated with galena. Gangue minerals are quartz and ankerite, which together make up 80% of the vein with the remaining 20% being sulphides and xenoliths of wallrock. The sulphides are sphalerite, chalcopyrite and occasional bornite. Quartz is milky-white to grey and is commonly stained with iron oxide and green arsenic stain. The vein is in part banded with alternating quartz and arsenopyrite layers alternating with included wallrock. The other sulphides appear to occur as more irregular masses or lenses. A 45-centimeter chip sample of the sulphide material taken by Young and Ogryzlo in 1987 returned a value of 7.3 g/t Au and 1077 g/t Ag.

Wallrocks are medium-grained diorite which has been pervasively altered by carbonate and pyrite for several meters on either side of the vein. The alteration zone has a distinct reddish tinge due to the presence of ankerite, which is the dominant carbonate, and represents up to 10% of the host rock. Pyrite makes up to 1% to 5% of the rock. These altered wallrocks appear to carry precious metals. Silver seems to occur more commonly than gold, and is almost always present. The footwall appears to carry higher values than the hangingwall. The zone is silicified with quartz occurring as both pervasive disseminations and small veinlets. Occasionally the vein boundaries become indistinct where the vein horsetails into a number of smaller veinlets, the entire zone being well mineralized. The vein splits at the southern end with a branch leaving the main trend in a westerly direction.

A much larger silicified ankeritic stockwork zone several tens of meters in extent lies to the north and below the 4700 vein. Mineralogy is similar to the mineralized alteration envelope around the 4700 vein but is not as intense. A grab sample of ankeritic material found in talus returned a value of 50.4 g/t Ag. Chip samples across the ankeritic zone returned values as high as 30.5 g/t Ag over 10 meters (Young and Ogryzlo, 1988). It is not clear if this zone exists independently. It is possible that it may be an envelope around a blind vein that does not outcrop, or that is buried under talus or snow. Similar zones exist elsewhere on the property but have not been evaluated.

Above and to the south of the 4700 vein the 5000 vein occurs at an elevation of 1525 meters in a col or saddle. The vein was trenched by hand as part of the 1987 program. The vein strikes N10°W, dips 50° W and is up to 175 cm wide, and occurs along the contact between granodiorite and siltstone, with the siltstone forming the footwall. The vein is deeply-weathered and limonite staining and replacement overprint sulphide mineralogy. A 100-centimeter chip sample returned values of 6.1 g/t Au and 17.3 g/t Ag (Young and Ogryzlo, 1988).

The Pick vein outcrops at an elevation of 1490 meters and strikes N80°W with a vertical dip. Further along strike the vein occupies a shear zone with the same attitude. The vein is entirely within the diorite intrusion and does not exhibit the strong wall rock alteration seen in the 5000 and 4700 veins. A single soil sample in the ravine below the vein yielded 12.7 g/t Au. A 70-centimeter chip sample taken by Young and Ogryzlo in 1987 returned a value of 4.8 g/t Au and 380 g/t Ag.

Four other veins were discovered during the 1987 field program. Widths range from 25 to 50 centimeters and grab samples of vein material returned values ranging from 0.7 g/t Au and 345.3 g/t Ag to 5.7 g/t Au and 429.6 g/t Ag. No descriptions of vein mineralogy or orientation were included with the 1988 report.

Exploration by Eagle Plains Resources in the Hat area in 2005 resulted in the discovery of three new high-grade polymetallic Au –Ag showings, the Babit, The Upper Hat and the TTT.

Bling – Rico Showing

The Bling-Rico area is on the western margin of the main Allard Stock, just north of Mayo Creek. Numerous quartz veins are hosted in greywacke along a N- to NNW-striking structural corridor (Figure 4). Mineralized boulders along the Bling creek initially led the exploration team to conduct soil sampling and prospecting toward the headwaters.

The Bling vein was discovered first. This is a coarse-grained, massive quartz vein up to 20cm thick with significant pyrite and lesser galena. Grab sampling of the Bling vein yielded best assays of 6.1 g/t Au and 6.8 g/t Au with very low Ag values. Further prospecting led to the discovery of the Rico vein. This is a mostly massive, coarsely crystalline vein with surrounding quartz stringer and breccia zones, with a total width of approximately 2.5m. Grab and channel sampling across the Rico vein yielded very encouraging, high-grade gold values. Best results are 2.5 m @ 12.0 g/t Au including 1 m @ 27.0 g/t Au, 0.8 m @ 14.0 g/t Au and a grab sample of 30.0 g/t Au. Ag values are very low, mostly less than 15 g/t. Alteration around the veins is cryptic, but appears to be weakly phyllic with minor carbonate.

Soil sampling over the Bling-Rico area resulted in the definition of a high-grade, coherent, NNWstriking soil anomaly. A peak soil value of 4948 ppb Au was obtained from near the Rico vein. A greater than 100 ppb Au soil anomaly has a strike length in excess of 400 m and a maximum width of approximately 130 m and is open to the north. An outer zone of greater than 25 ppb Au has a strike length of about 1 km and a maximum width of approximately 300 m.

More veins and mineralized faults are present in this area but could not be reached for sampling. The Bling, Rico and other veins exist in an apparently en-echelon array associated with mineralized faults oriented ~165/72 (RHR). In general, the veins are more shallowly dipping (e.g. Rico 150/42) than the faults and show significantly less deformation.

The coincidence of the en-echelon vein array, mineralized faults and Au soil anomaly indicates that this area has significant potential to host high-grade, economic gold mineralization

Tojo Showing

The Tojo zone was discovered by prospecting along the northern side of a ridge that was recently exposed by a retreating snowdrift. It is an area of sheeted quartz veins, with high Au-Ag grades, hosted in strongly ankerite-altered granodiorite south-west of the Chris vein. Rubble and subcrop of mineralized veins occur over an area of at least 20 x 80 m. The veins are generally 1 to 20 cm thick and have densities of between 2 and 10 per linear meter. The veins show weak to moderate limonite after sulphide. Comb quartz is the most common vein texture. The best grab sample results include 73.1 g/t Au and 495.4 g/t Ag, 6.8 g/t Au and 65.8 g/t Ag, 4.0 g/t Au and 850.1 g/t Ag.

The Tojo zone highlights the sheeted vein, intrusion-hosted, bulk-tonnage Au-Ag potential of the Kalum property.

TTT Showing

This showing is located just north of the HAT showing at around the same elevation. It was discovered by tracing float, discovered in 2004, upslope to a 0.5m wide, poorly exposed subcrop massive arsenopyrite vein. The vein is up to 30cm true thickness and is comprised almost entirely of massive, cm-scale arsenopyrite crystals. Minor coarse-grained quartz and fine-grained chalcopyrite along fractures and grain boundaries is also noted. Due to the poor exposure at the showing little is known about the relationship of this style of mineralization with intrusion or deformation in the area. Grab samples from this showing returned Au values up to 12.2 g/T. An ~20 cm true-thickness massive arsenopyrite vein was also intersected at the bottom of hole KM05001 and is thought to be the subsurface expression of this vein.

Hat Structural Zone (Gatekeeper and BABIT)

These showings were located by mapping flat lying shear-zones of the Hat Structural Zone, which commonly host high-grade polymetallic Au-Ag veins and well developed, locally mineralized (Aspy + Au), meter-scale carbonate alteration envelopes. The showings consist of a 20 meter thick zones hosting a series of 5 to 40 cm thick mineralized quartz-carbonate veins and associated moderate carbonate alteration; where veining is intense, carbonate alteration is pervasive. Visible mineralization included galena, sphalerite, pyrite and arsenopyrite. Channel sampling at the BABIT showing included mineralized veins and altered host rocks and returned 6.0m @ 7.3 g/T Au. These showings are thought to represent the southern extension of the Hat Structural Zone.

Mineralized Vein Structural Summary

Mineralized veins show a large range in orientation across the property. However, there is a strong group of NW-striking veins that have a maximum stereonet density at 330/48 NE (e.g. Rico vein) and other sub-maxima at 327/78 NE (e.g. mineralized faults adjacent to Rico vein) and 282/41 N (e.g. veins in the Tojo and Hat areas). Other stereonet density sub-maxima occur at 258/82 N (e.g. Chris and Martin veins).

A general observation across the property is that the more steeply dipping mineralized structures show a greater degree of shearing, and commonly multiple laminations. This indicates that the steeply dipping mineralized structures (maxima at 327/78 NE and 258/82 N) are compressional to extensional-shear veins (c.f. Sibson 1998, Stephens 2003, ) that have experienced multiple periods of failure and fluid flow. The more shallowly dipping veins (maxima at 330/48 NE and 282/41 N) generally are much less deformed, non-laminated or weakly laminated and show comb quartz textures with crystals commonly growing perpendicular to the vein walls. This indicates that these veins can mostly be classified as purely extensional veins that have generally experienced one main period of fluid flow. In addition, some steeply-dipping veins with strike directions between 258 and 327, such as those in the Bobby area, also show purely extensional characteristics.

Shallow slickensides on the shear veins, the orientation of the steeply dipping extensional veins and angular relationship between the two main shear vein sets (~68) that these are conjugate structures. The shear vein set with a maximum at 327/78 has experienced low magnitude sinistral displacement, while the set with a maximum at 258/82 has likely experienced low magnitude dextral displacement. Thus these veins are likely to have developed in a low magnitude contractional stress regime with subhorizontal 1 (maximum principle stress) directed about 112 (292). The dominance of moderately NW-dipping extension veins indicates the 3 (minimum principle stress) direction is likely to have been moderately plunging to the SW, roughly orthogonal to the major extension-vein sets.

Detailed work in the Hat area indicates that the mineralization there can be classified into two main

styles:

• i. a series of stacked NW-dipping, shear-hosted, high-grade Au-Ag ± Zn ± Pb quartz veins which strike up to 350 meters in length, range in thickness from 15cm to 2.5 meters, and are additionally associated with Fe-Carbonate alteration halos up to 4 meters in thickness. Fieldwork in 2005 has shown that these alteration zones have the potential to host disseminated and fracture controlled arsenopyrite and Au grading up to 0.5 g/T Au.
• ii. massive arsenopyrite veins, grading up to 20 g/T Au (grab from float).

Geologic mapping has shown that these flat lying shear zones form an anastomosing / ramp – flat structure that sets the stage for structurally repeated mineralized zones. It has been interpreted that the majority of showings in the area, known as the Hat Structural Zone, are structurally linked and represent a single large-scale mineralized system over 1 km2 in size. The area is attractive because these zones are structurally repeated on a scale of 50m, over a thickness of 300m, making it an excellent target for a bulk-tonnage, low-grade mineralization.

8.0 DEPOSIT TYPES

In terms of a deposit model, mineralization on the Kalum property most closely represents deep-level epithermal to shallow mesothermal (transitional) Au-Ag vein systems (e.g. Hedenquist 2000; Panteleyev 1991). A British Columbian example of these transitional-type, intrusion-related deposits is found in the Sulphurets area (Panteleyev 1991). Other deposits that were produced in this transitional environment include the Equity Silver mine, possibly Big Missouri and Mount Washington deposits, and perhaps even the Eskay Creek deposits (Panteleyev, 1991).

Chris Ash and Dani Alldrick (1996), describe Au epithermal quartz veins systems as:

Gold bearing quartz veins and veinlets with minor sulphides that crosscut a wide variety of hostrocks and are localized along major regional faults and related splays. The wall rock is typically altered to silica, pyrite and muscovite within a broader carbonate alteration halo. Veins typically form within fault and joint systems produced by regional compression or transpresion, including major listric reverse faults, second and third-order splays. Gold is deposited at crustal levels within and near the brittleductile transition zone at depths of 6-12 kilometers, pressures between 1 to 3 kilobars and temperatures from 200 to 400C. Deposits may have a vertical extent of up to 2 kilometers and lack pronounced zoning. Tabular fissure veins form in more competent host lithologies, while veinlets and stringers form stockworks in less competent lithologies. They typically occur as a system of en echelon veins on all scales. Lower grade bulk-tonnage styles of mineralization may develop in areas marginal to veins with gold associated with disseminated sulphides. May also be related to broad areas of fracturing with gold and sulphides associated with quartz veinlet networks. Veins usually have sharp contacts with wallrocks and exhibit a variety of textures, including massive, ribboned or banded and stockworks with anastamosing gashes and dilations. Textures may be modified or destroyed by subsequent deformation.

Gold-quartz veins are found within zones of intense and pervasive carbonate alteration along second order or later faults marginal to transcrustal breaks. They are commonly closely associated with, late syncollisional, structurally controlled intermediate to felsic magmatism. Gold veins are more commonly economic where hosted by relatively large, competent units, such as intrusions or blocks of obducted oceanic crust. Veins are usually at a high angle to the primary collisional fault zone.

These deposits may be a difficult to evaluate due to "nugget effect", hence the adage, "Drill for structure, drift for grade". Elevated values of Au, Ag, As, Sb, K, Li, Bi, W, Te and B ± (Cd, Cu, Pb, Zn and Hg) are found in associated in rock and soil, as well as in stream sediments.

9.0 EXPLORATION

The most recent work on the Kalum property was in 2020, funded by Rex Resources. The work included airborne magnetic and radiometric geophysics, airborne LIDAR and orthophoto and a three day field program ground truthing access and locations for the proposed 2021 work. A total of 5 rock samples and one soil sample were collected during the program. Total expenditures on the property in 2020 were \$106,339.00

9.1 Geophysics

Precision Geosurveys Inc. from Langley BC was retained to fly a combined heliborne magenetic and radiometric survey. The survey was flown on September 08, 2020. A total of 247 line km of data was collected over an area of 11.1 km2 . The survey was flown at 50 m line spacing at a heading of 090°/270°; tie lines were flown at 500 m spacing at a heading of 000°/180°. The geodetic system used for the geophysical survey was WGS 84 in UTM Zone 9N.

Precision GeoSurveys flew the survey using an Airbus AS350 helicopter, registration C-FNSR, at a nominal height of 40 m AGL. The helicopter was equipped with a magnetometer, spectrometer, data acquisition system, laser altimeter, magnetic compensation system, barometer, temperature/humidity probe, pilot guidance unit (PGU), and GPS navigation system. In addition, two magnetic base stations were used to record diurnal magnetic variations.

The Scintrex CS-3 split-beam cesium vapor magnetometer (S/N 712302) mounted on the front of the helicopter in a non-magnetic and non-conductive "stinger"configuration to measure total magnetic intensity. The magnetometer was orientated at 45 degrees from vertical to couple with local magnetic field at Kalum.

The GRS-10 radiometric data acquisition system is a fully integrated gamma radiation detection system containing a total of 21 litres of NaI(Tl) synthetic crystals; 16.8 litres downward-looking and 4.2 litres of upward-looking, with 256 channel output at 1 Hz sampling rate. The four downward-looking crystals are designed to measure gamma rays from below the aircraft and are equipped with upwardshielding high density RayShield® gamma-attenuating blankets to minimize cosmic and solar gamma noise. The upward-looking crystal measures cosmic and solar gamma radiation originating from above the survey aircraft and is shielded from terrestrial radiation by the downward-looking crystals. All crystals are installed in the rear cabin of the helicopter away from variable fuel cell gamma attenuation.

The data collected during the 2020 geophysical program resulted in the following digital deliverables:

• Total Magnetic Intensity (TMI)
• Residual Magnetic Intensity (RMI) removal of IGRF from TMI
• Reduced to Magnetic Pole (RTP) reduced to magnetic pole of RMI
• Calculated Horizontal Gradient (CHG) total magnitude of the horizontal gradients of RMI

• Calculated Vertical Gradient (CVG) first vertical derivative of RMI

• Potassium Percentage (%K)

• Thorium Equivalent Concentration (eTh)
• Uranium Equivalent Concentration (eU)
• Total Count (TC)
• Total Count Exposure Rate (TCexp)
• Potassium over Thorium Ratio (%K/eTh)
• Potassium over Uranium Ratio (%K/eU)
• Uranium over Thorium Ratio (eU/eTh)
• Uranium over Potassium Ratio (eU/%K)
• Thorium over Potassium Ratio (eTh/%K)
• Thorium over Uranium Ratio (eTh/eU)
• Ternary Image (TI)

9.2 Airborne Magnetic and Radiometric Survey Results

The better gold mineralization at the Kalum is found in veins and shear zones along the margins of the contact between the Allard Pluton and the Bowser sediments. From an exploration perspective, hydrothermal alteration and the presence of magnetite could be useful tools to locate new zones of mineralization.

Figure 7 shows the filtered Total Magnetic Intensity overlain by the historic geochemical results. Although there doesn't appear to any distinct magnetic features associated with the main Bling-Rico / Hat structural zone there is an area of interest defined by a magnetic highs.

The Babbit, God and Pick showings are located along intrusive / sediment contact embayments associated with a magnetic high. This magnetic feature is present beneath the mapped Bowser sediments and may represent a shallow intrusive body beneath a pendant of sediments which could be a prospective exploration target.

Figure 8 is a map of the radiometric results showing relative potassium percentage with the hotter colours showing higher K. The results show that there is a higher potassium component associated with all of the known gold showing. This may be related to K alteration generated by hydrothermal fluids associated with the emplacement of the mineralization. At the Bling-Rico, the potassium alteration follows the mapped trend of the main structural zone and extends north from the area that was drill tested in 2004. South of the Bling-Rico, there is weak alteration signature in the area of the 2015 drilling, consistent with the intersection of weak hydrothermal alteration in the drill holes.

9.3 Lidar and Orthophoto Survey

Eagle Mapping of Port Coquitlam BC was retained to fly a combined fixed wing high resolution orthophoto and LiDAR survey. The survey was flown on September 08, 2020 using a Piper Navajo aircraft. A total area of 27.99 km2 was surveyed. The geodetic system used for the survey was NAD83

CSRS epoch 2010 in UTM Zone 9N.

Eagle Mapping uses proprietary LiDAR mapping system which combines a RIEGL LMS Q-1560 with Applanix POS AV610 GPS/IMU navigation/orientation system and a Trimble/PhaseOne 80-megapixel aerial camera.

Digital deliverables included:

• 1m resolution DEM/DSM
• 1m resolution Contour Model
• 1m resolution Intensity Raster
• 1m resolution BE/FF Hillshade Model
• 0.15m resolution Orthophoto

9.4 Lidar and Orthophoto Survey Results

The purpose of LiDAR survey (Figure 9) was to provide a very detailed map of the property surface. When used in conjunction with the high resolution orthophoto the imaging will help to locate drill pads in areas of flatter terrain and no vegetation. In addition the orthophoto/LiDAR pairs can be used to trace structures which may reflect zones of shearing or vein emplacement.

9.5 Rock and Soil Sampling Results

Sample SKKLR003, a grab sample of vein material collected from the historic Chris area, returned 9.22 g/t Au, 60.3 g/t Ag and > 10,000 ppm As. The other four samples did not return any anomalous precious metal values.

The single soil sample collected, SKKLD001, returned an anomalous value for As, 130.5 ppb.

9.6 Ground Truthing of Access and Drill Targets

As part of the 2020 field program at the Kalum, three days were spent confirming access to the property and potential locations of proposed drill pads, as well as assessing existing infrastructure on the property. This was done both by vehicle and by helicopter.

Historically, the best access to the southern part of the property is north via the West Kalum Forest Service road and then west on the Mayo Creek FSR which cuts along the south boundary of the property. However the bridge across Mayo Creek at UTM 508614 E / 6071777N and the bridge on the main West Kalum FSR UTM 509904E / 6076294N across the Kitsumkalum River have been washed out for a number of years. Alternative access to the property can also be gained by travelling south of the West Kalum FSR and then west along the north side of the Kitsumkalum River.

Helicopter and vehicle reconnaissance determined the following:

• The Mayo Creek bridge has been rebuilt and will allow for drilling equipment to be moved to a staging area along Mayo Creek reducing the costs for the planned drill program. Aerial reconnaissance indicated that a good staging area would be at UTM 500212E / 6069612N.
• The main West Kalum FSR is flooded at UTM 510352E / 6071777 from a series of beaver dams. Representatives from the local forest tenure holder indicated that the road would be repaired before the 2021 field season.
• The bridge on the main West Kalum FSR at the Kitsumkalum River is washed out and likely won't be repaired.
• An alternative staging area, in the event that the West Side FSR and Mayo Creek can't be accessed, is located at UTM 505792 / 6077836

Helicopter reconnaissance was done to determine possible locations for diamond drill pads above the historic Bling-Rico drill site. The historic timbers and cribbing are still in place but based on the aerial inspection it is unlikely that the material would be suitable for further use.

The main Bling-Rico structure has been traced through the basin above the 2004 drill site. It was hoped that it would be possible to have the field crew dropped off and traverse to the area to locate the vein trace in the creek and locate a suitable site to build drill pads. Due to the limitations of the aircraft a landing could not be safely made. However some possible sites were located from the air and were used in combination with the LiDAR DEM model to locate the proposed drill sites in Figure 10. In addition there was sufficient water in the creeks to support a drill program.

A landing was also made at the Chris showing area where there are sufficient timbers stored to build at least one low profile drill pad.

10.0 DRILLING

Rex Resources has not completed any drilling on the Kalum property. There have been a total of 21 diamond drill holes for a total of 2030 meters completed within the current Kalum property tenure (Figure 4). The most recent drilling on the property was in 2012 when Clemson Resources completed two holes at the Bling-Rico area. All of the drill core from the Eagle Plains work is stored securely in Rosswood, 15 kilometers northeast of the property.

YEAR	COMPANY	TARGET AREA	NO OF HOLES	NO OF METERS	SUMMARY OF RESULTS
1981	PRISM RESOURCES	CHRIS	5	122.7	IAX CORE; POOR RECOVERY;3 SURFACE/2 UG;
		CHRIS	6	504	KCS04002 29.5-29.8 0.3m@16.9 g/t Au, >100g/t Ag;
2004	EAGLE PLAINS RESOURCES	BLING RICO	5	414.3	KRC04001 KRC04005	42.4-47.9 5.5m@4.6g/t Au 71.7-73.5 1.8m@17.6 g/t Au 101.8-104.3 2.5m@33.5g/t Au 0.9-1.8 0.9m@11.6 g/t Au
2005	EAGLE PLAINS RESOURCES	HAT	3	569	NO SIGNIFICANT RESULTS
2012	EAGLE PLAINS RESOURCES	BLING RICO	2	420	NO SIGNIFICANT ANALYTICAL RESULTS; MAIN STRUCTURE INTERSECTED AT DEPTH; ALTERATION SUGGESTS LARGE SCALE HYDROTHERMAL ALTERATION
			21	2030

Table 3: Drillhole Summary

11.0 SAMPLE PREPARATION, ANALYSES AND SECURITY QAQC

Geophysical Survey

The Kalum survey block was flown on September 8, 2020 in clear and dry conditions. The experience of the pilot ensured that data quality objectives were met, and that safety of the flight crew was never compromised given the potential risks involved in airborne geophysical surveying. Field processing and quality control checks were performed daily.

Survey data were transferred from the aircraft's data acquisition system onto a USB memory stick and copied onto a field data processing laptop. The raw data files in PEI binary data format were converted into Geosoft GDB database format. Using Geosoft Oasis Montaj 9.8, the data were inspected to ensure compliance with contract specifications.

Airborne equipment tests and calibrations were conducted for the laser altimeter, magnetometer, and spectrometer. A lag test was performed for all three sensors. In addition, there were two tests conducted for the airborne magnetometer: compensation flight and heading error test. There were three tests conducted for the gamma spectrometer: calibration pad test, cosmic flight test, and altitude correction and sensitivity test. Validity of the lag values was confirmed by a lack of offsets (corrugations) in geophysical profiles from adjoining survey lines. The aircraft was degaussed using proprietary technology prior to starting the survey and the remaining magnetic noise was removed by a process called magnetic compensation.

Calibration and testing of the GRS-10 airborne gamma-ray spectrometry system was carried out prior to the start of the survey. The calibration of the spectrometer system involved three tests which enabled the conversion of airborne data to ground concentration of natural radioactive elements. These tests were the calibration pad test, cosmic flight test, and the altitude correction and sensitivity test. Measurements were made in accordance with the specified IAEA technical report series.

All of the QAQC checks were within the established parameters of error specified for the survey.

After all data were collected, several procedures were undertaken to ensure that all data met a high standard of quality. All magnetic and radiometric data recorded by the AGIS were converted into Geosoft and ASCII file formats using Nuvia Dynamics software. Further processing was carried out using Geosoft Oasis Montaj 9.8 geophysical processing software along with proprietary processing algorithms. Laser altimeter, radiometric, and GPS data were resampled to 20 Hz to correspond with the sampling rate of the magnetometer.

Raw magnetic data, as collected by the airborne instruments, were corrected for aircraft influence, flight maneuvers, temporal variations, lag, and heading. The data were examined for magnetic noise and spikes, which were removed as required. The background magnetic field, International Geomagnetic Reference Field (IGRF) of the Earth, was removed and survey and tie line data of the resulting residual magnetic field were then leveled.

LiDAR and Othophoto Survey

High Resolution photographic imagery was collected at 15cm or higher pixel resolution to create a seamless high resolution orthophoto mosaic. The LiDAR data was collected at a minimum of 8 pulses\meter. All data sets maintained accuracies of +-15cm in the vertical and +-30cm in the horizontal.

Eagle Mapping's Quality control strategy includes:

1. Staff are highly experienced and maintain an exceptional level of training

2. Fluid communication is maintained between all staff involved in any project

3. Equipment, computer systems, and software are constantly being checked, maintained, and upgraded

4. Detailed flight and control planning are done prior to any mission

5. Weather and atmospheric conditions are monitored regularly to ensure the best times for deployment

6. Calibration of equipment is done before each project

7. Test scans are completed before data collection proceeds

8. During data collection live monitoring of the processes are performed and issues can be identified on the fly

9. After collection and while on site, data is backed up to secondary drives for security and initial analysis is performed to ensure raw data is collected to specifications.

10. Along every step in the post processing there is a two-pronged approach with automatic and manual processes reducing the chance of errors and increasing the identification of potential issues.

11. All efforts are made to ensure data integrity, but errors do occasionally happen. On the very rare occasion where the client identifies any issues with the data, Eagle Mapping addresses and rectifies those issues.

Eagle Mapping performed a bore-sight calibration at the project site before the survey began to ensure accuracy and quality of the data and to ensure the laser scanner was operating normally.

After the individual flight line data is combined with airborne GPS/IMU info, the next step in processing is to merge the multiple flight lines of LiDAR data together to cover larger areas. Riegl Riprocess software is used to extract and register point cloud data for each lift. using the calibrated scanner parameters calculated from the boresight missions. LAS data is then exported along with individual 'trajectories' for each scan line. After export, LiDAR data is calibrated using BayesStripAlign software. This software registers overlapping Lidar swaths and corrects both relative and absolute geometric errors. It uses a rigorous time–dependent approach to reduce discrepancies between strips due to IMU attitude and positional errors. Once aligned, manual cross section checks are performed to verify the automatic results. Lines with overlapped control points are imported into TerraScan then examined in detail to identify systematic positioning errors which could be compensated for with further calibration. Using a pre-established tile grid, individual "tiles" of data are clipped out of the larger data set. These files are written in LAS 1.4 format, which is the industry standard binary format. 1km X 1km grid tiles would be created for post processing with a 5% overlap which would be clipped to the requested grid size at the end of processing.

LiDAR data classification is in accordance with the following classification scheme to identify the type of target from which each LiDAR return is reflected. Bare earth/ground is classified(2), all other points which are not identified for classification are classed as unclassified (1). The classification of bare earth processing will is accomplished predominantly using the TerraSolid suite of software products, such as TerraScan and TerraModeler.

Each LAS tile is classified separately using custom developed classification routines in TerraScan. To achieve a good bare earth DEM model from raw LiDAR data, two phase processing is always conducted (automated and manual processing). Automated classification routines are first run to clean the data and identify any isolated air or low points that can occur due to atmospheric conditions or erroneous sensor readings. It is critical to identify false, low target readings that do not truly define the terrain, as the ground classification routines rely on lowest last returns to identify ground points through an iterative TIN-model process. The routines will be defined to preserve earth surface accuracy and to "clean" the data or "artifacts" of non-earth features.

Proprietary ground classification macros are run on the data set. The ground classification process encompassed in this routine takes place by building an iterative surface model and consider a variety of factors such as terrain relief, vegetation type and man-made structures. Digital Elevation Models are then generated and manually checked by technicians for any inconsistencies. Employing 3D visualization techniques to view the point cloud at multiple angles and in profile misidentified points, structures, or vegetation that have been misinterpreted as ground are reclassified to their respective designation. Any outliers are flagged and manually corrected in TerraScan.

Adjustments to settings are done iteratively checking results each time until an acceptable outcome is obtained. Once again, technicians manually inspect the results of the automatic processes and perform necessary edits to achieve the desired classification accuracy.

With final classification completed each tile is then clipped to remove the flight line overlap. Tiled deliverables are edge-matched seamlessly and without gaps.

Rock and Soil Sampling

Rock samples were collected from outcrop using a rock hammer. The single soil sample was collected by digging a pit with a Geotool bladed hammer. Samples were recorded by type in a field notebook with spatial locations and a variety of attributes which include: major rock type, texture, grain size, mineralization, structure and alteration, soil colour, depth of sample. The samples were then sorted, loaded into rice bags labeled with a shipment number, shipment address and return address.

Analytical Methods

Analytical work for the 2020 Kalum field program was carried out by ALS Canada Ltd., 2103 Dollarton Highway, North Vancouver, BC V7H 0A7. ALS Canada has no relation to Rex. Sample shipments were prepared by Terralogic Exploration Services personnel, under the supervision of the author. The samples were dropped at the ALS sample preparation facility in Terrace, 2912 Molitor Street, under the supervision of the author.

The soil sample was dried, and sieved with -80 mesh (prep code SS80). A 30 g split was then

subjected to an aqua regia digest and analyzed for 37 major and trace elements by inductively coupled plasma mass spectrometry (analysis method AQ252).

Mineralized or altered rock samples suspected to contain Au mineralization were crushed so that >=70% passed through 2 mm sieve and then pulverized until 250 g >= 85% passed through a 75 μm sieve (prep code PRP70-250). Following crushing and pulverization a 0.25 g split of the sample was subjected to a ultra-trace 4 acid digest (HNO3, HClO4, HF and HCl) followed by ICP-MS analysis for 35 major and trace elements (MA250 method). Gold was analyzed using a 30 g split for fire assay atomic absorption analysis (AAS)(FA430). A 30g split for gravimetric fire assay was also used for gold analysis for samples that had over 10 ppm Au (FA530).

Analytical QAQC

As this is an early stage exploration program, there were no external certified reference materials inserted into the sample chain. A review of the internal standards and blanks used by ALS indicates that they are well within the accepted range of values. Based on the limited QAQC data available, the author is satisfied that no significant lab irregularities exist in the 2020 analytical data received from ALS.

In the author's opinion all of the data collection, quality control, sample preparation, security and analytical procedures related to the 2020 field program were adequate.

12.0 DATA VERIFICATION

The Property is at an early exploration stage. The Author visited the property on September 30 – October 01, 2020, accompanied by Charles Downie, P.Geo., a director of Eagle Plains Resources. Data verification consisted of a visit to outcrops and some of the old drill collar locations, and a review of drill core at the core storage facilities. A reconnaissance of property access and potential locations for drill pads was also undertaken.

The Property visit focused on an overview of mineralized zones in the high alpine portion of the property in the area of the original Hat exploration camp. The Author collected a verification sample at the Chris showing area in order to validate the presence of mineralization. The sample was taken from a 60cm wide quartz vein with massive arsenopyrite and lesser galena. The vein contained approximately 20% sheared rusty siltstone fragments. The sample was collected from a 2m deep blast trench. The Author identified a historic metal sample tag, CGKMV026, at the same location.

Table 4: Kalum Property Comparison of Verification Sample Chris Showing

	Au		Ag
SAMPLE #	(g/t)	As(ppm)	(ppm)
CGKMV026**	1.43	>10000	2.1
SKKLR003*	9.22	>10000	60.3

*Historic Sample collected by Terralogic **Sample collected by Author

The Author has also reviewed the existing geological and exploration data to check on the nature, quality and accuracy of work done. This included reviewing the assay records and certificates included with the Chris Gallagher 2012 Diamond Drilling and Geological Report for the Kalum Property prepared for Clemson Resources and submitted by Eagle Plains Resources to the BCGS for Assessment purposes (MEMPR AR # 33752). The sampling and assaying by Bootleg Exploration and TerraLogic Exploration Inc. was done under the supervision of a professional Geologist and meets current industry standards. Drill core from previous programs on the property are stored on an individual's acreage about 20 kilometres northwest of Terrace. Mineralized intervals from some of the previous drill programs were confirmed during this visit. The core is stored in a secure manner in roofed racks and the original sample tag numbers and sample intervals were checked and confirmed with the historical drill logs. The Author has no reason to believe that the historic exploration data does not represent the nature of the mineralization on the property.

The Author has reviewed the methodology, QC/QC and data collection procedures from the 2020 field program and has no reason to doubt that the data was not collected in a manner consistent with the highest industry standards. The author delivered the 2020 geochemical samples directly to the analytical facility.

In the opinion of the Author, the available data that this technical report is based on is sufficient and adequate to support the recommendations in this technical report.

13.0 MINERAL PROCESSING AND METALLURGICAL TESTING

As the Kalum project is considered to be an early stage exploration project, there is no applicable disclosure under Section 13.

14.0 MINERAL RESOURCE ESTIMATES

As the Kalum project is considered to be an early stage exploration project, there is no applicable disclosure under Section 14.

15.0 MINERAL RESERVE ESTIMATES

As the Kalum project is considered to be an early stage exploration project, there is no applicable disclosure under Section 15.

16.0 MINING METHODS

As the Kalum project is considered to be an early stage exploration project, there is no applicable disclosure under Section 16.

17.0 RECOVERY METHODS

As the Kalum project is considered to be an early stage exploration project, there is no applicable disclosure under Section 17.

18.0 PROJECT INFRASTRUCTURE

As the Kalum project is considered to be an early stage exploration project, there is no applicable

disclosure under Section 18.

19.0 MARKET STUDIES AND CONTRACTS

As the Kalum project is considered to be an early stage exploration project, there is no applicable disclosure under Section 19.

20.0 ENVIRONMENTAL STUDIES, PERMITTING AND SOCIAL OR COMMUNITY IMPACT

The Author has not identified any comprehensive historical environmental studies or any history of social or community impacts related to historical work on the Kalum property. If a production decision was made on the property and the project entered the environmental review process, a number of environmental monitoring requirements would be triggered including baseline water geochemical sampling of the streams and possibly the groundwater, and wildlife impact studies. There are a number of private companies in British Columbia who could provide their services. To the Author's knowledge, the Kalum property area is not subject to any environmental liability.

Mineral exploration in British Columbia is regulated through the Ministry of Energy, Mines and Petroleum Resources. Exploration work is governed under the BC Mines Act and the Health, Safety and Reclamation Code for BC. The work recommended in this report will require a permit from the BC government. In early December, 2020 an application was made to the BC Ministry of Energy and Mines for a Multi-Year Area Based Permit for future exploration work on the Kalum. When approved the Permit will Authorize up to 30 diamond drill holes and 10 helipads over a 5 year period. Year 1 proposed work is for up to six drill holes and three helipads located in the Bling-Rico area. The project currently has a BC Mines Act Permit # MX-1-626 in place.

The Kalum Property is part of an area identified by the Tsimshian First Nation as their traditional lands. The closest band settlement is Kitsumkalum, located 5 km west of Terrace.As the Kalum project is considered to be an early stage exploration project, there have not been any formal agreements signed between local First Nation groups and Eagle Plains Resources. Eagle Plains will initiate dialogue with the Kitsumkalum Band regarding any concerns with the proposed work. Eagle Plains will also engage with the Kitsumkalum Band to identify support services and employment opportunities. There are currently no land claim settlement issues that would hinder project development.

21.0 CAPITAL AND OPERATING COSTS

As the Kalum project is considered to be an early stage exploration project, there is no applicable disclosure under Section 21.

22.0 ECONOMIC ANALYSES

As the Kalum project is considered to be an early stage exploration project, there is no applicable disclosure under Section 22.

23.0 ADJACENT PROPERTIES

In 2003, Eagle Plains Resources staked a significant land package west of Kitsumkalum Lake, which included the area covered by the current Kalum claim group. As the original Kalum claims lapsed many of the historic showings were restaked by Gold Fountain Resources, who surround Eagle Plains' Kalum claims. The historic Kalum Lake, Burn, Quartz-Silver, Allard, and Misty occurrences fall within the Gold Fountain tenure, and consist of auriferous quartz veins and shears.

North of the Kalum property is Eagle Plains Resources Elsiar Project. The Elsiar Property is located on the north side of the Little Cedar River. The property is centered upon at least 4 100m-scale, Cretaceous-age quartz biotite porphyry stocks and plugs of the Coast Crystalline Complex, that have intruded Jurassic to Cretaceous-age sedimentary rocks of the Bowser Lake Group. The property displays classic geologic features of a BC Cu-Mo porphyry system including: multiple small-scale, intermediate intrusive plugs; a hornfels (silica + biotite ± pyrrhotite) halo, phyllic and potassic alteration assemblages associated with dense mineralized quartz stockworks; geochemical zonation with respect to Cu, Mo and Au, and elevated W+ Bi + Si geochemical signatures in silts and soils.

Since acquiring the property in 2003 Eagle Plains has completed VTEM airborne geophysics, comprehensive geological mapping, contour and grid soil geochemical sampling, silt geochemical sampling, prospecting and 23 diamond drillholes (3040m / 9971 ft). Soil and silt geochemistry has defined an 800m x 800m Cu-Mo soil anomaly coincident with an airborne magnetic anomaly. 19 of the 23 drillholes intersected anomalous values of Cu, Mo or Au.

The mineralized stockwork, and alteration assemblages / geology are consistent with porphyry style deposits. High-grade gold mineralization was also intersected (1m @ 14 g/T Au; LC05018) at the Giv'R showing, which could enhance the economic potential of the property.

South of the Kalum property, the Kitsumkalum Band operates a large quarry that supplies ballast to the Canadian National Rail mainline.

The Author has not been able to verify the information that has been provided with respect to any of the Adjacent Properties described herein. This information is not necessarily indicative of any mineralization that may occur on the Kalum Property. The Author cautions that past results or discoveries on proximate land are not necessarily indicative of the results that may be achieved on the subject properties.

24.0 OTHER RELEVANT DATA AND INFORMATION

As of the date of this report, there is no other relevant data or information on the Kalum Property or properties adjacent to the Kalum property.

25.0 INTERPRETATION AND CONCLUSIONS

The Kalum property covers at least 15 separate historical and recent mineral showings coincident with a regional airborne magnetic anomaly and the contact zone of Cretaceous intrusive plutons. Since initiating property acquisition in the Kitsumkalum Lake area in 2003, Eagle Plains and its partners have completed airborne and ground based geophysics, regional- and property-scale geologic mapping, geochemical surveying and diamond drilling. In addition to locating, sampling and surveying many of the historical showings, a number of new showings including the Tuppie, the HAT, the Trango, and the Babit have been discovered. This work confirmed that the Kalum property is highly prospective for economically significant, Au-Ag epithermal vein-type deposits. Historical drilling by Eagle Plains has generated high-grade Au intercepts including hole KRC04001, drilled at the Rico showing which returned 35g/t Au over 2.5m from 101.8m to 104.3m; including a 0.5m interval that assayed 107g/t Au.

The 2020 airborne geophysical survey defined areas of magnetic highs and potassic enrichment that are consistent with the model for mineralization at the Kalum. Most of the high-grade mineralization on the property is located near the margins of the main Allard pluton, both within the granodiorite and in the surrounding sedimentary country rocks. This indicates that most fluid-flow was focused near the intrusion margins, and in country-rock roof pendants around the main pluton. Only a relatively small portion of the sedimentary-intrusive contact zone has been explored to date and diamond drilling has been limited to three areas. Potential exists along the unexplored contact zones, especially in areas that have a favorable geophysical signature. In areas of known mineralization, new discoveries are possible through soil geochemical sampling, prospecting and airborne geophysics.

26.0 RECOMMENDATIONS

It is recommended that a focused exploration program to further evaluate and expand the high grade mineralization intersected at the Bling-Rico area be undertaken. A short field program of detailed structural mapping and prospecting, in conjunction with ground truthing of viable drill pad locations in the steep terrain in the Bling-Rico area will be used to locate the optimum location to test for mineralization north (upslope) of the 2004 drilling (Figure 10). Based on the results from this program, a second phase of work should be undertaken to continue to evaluate the Kalum property for precious metal mineralization. This could include additional drilling at the Bling-Rico, as well as geological and geophysical work to define additional targets at the known showing areas and in areas that remain underexplored. The cost for this Phase 2 program is approximately \$1,000,000.

The estimated cost for the Phase 1 program is \$200,000 and a budget for the proposed work is presented in Table 5.

~

Table 5: Exploration Budgets

Phase 1 Diamond Drilling Program

Personnel
includes prefield planning, structural mapping and drill program
Project Geologist	14 days x \$800/day		\$11,200
Technicians (1)	12 days x \$300/day		\$3,600
Accommodation / Meals			\$6,000
Transportation including fuel and mileage
4WD Trucks			\$5,000
Airfare			\$1,700
Diamond Drilling
400 meters, 2 holes x \$225/meter			\$90,000
Pad Building			\$7,000
Helicopter Charter including fuel
drill moves, pad set up, personnel moves			\$60,000
Analytical
Drillcore / Rock	40 samples x \$50 / sample		\$2,000
Data Analysis / Reporting			\$4,000
Contingency			\$9,500
		TOTAL:	\$200,000

Phase 2 Target Generation and Diamond Drilling

Personnel
	Prospecting, soil geochemistry, mapping, diamond drill program
Project Geologist	50 days x \$800/day	\$40,000
Technicians (3)	50 days x \$300/day x 3 people	\$45,000
Accommodation		\$50,000
Helicopter charter including fuel
	crew set outs, drill moves, pad set up, personnel moves	\$200,000
Analytical
Drillcore / soils /rocks	500 samples x \$50 / sample	\$25,000
Diamond Drilling
2000 meters x \$225/meter		\$450,000
Geophysics		\$100,000
Data Analysis / Reporting /
Modelling		\$40,000
Contingency		\$100,000
	TOTAL:	\$1,050,000

27.0 REFERENCES

Arndt, Richard E. (1989): Report on Underground Exploration Program on the Kalum Lake Property; for Terrracamp Developments Ltd.

Baker, T. (2003): Intrusion-Related Gold Deposits: Explorable Characteristics; Gold Short Course, Cordilleran Exploration Roundup, January 2003

Bates, R.H. (1979): Report on Diamond Drilling on BAV Mineral Claims #'s 1 – 4 Inclusive; MEMPRAR 8299

Cavey, G. (1981): Geological Report Chris Claims; for Prism Resources Limited, MEMPR AR 10523

Cavey, George and Howe, Diane (1984): Report on the Kalum Lake Claim Group; for Bradner Resources Ltd., MEMPR AR 13303

Cavey, George and Chapman, Jim (1987): Report on the 1987 Drilling Program, Kalum Lake Claims; for Terrracamp Developments Ltd., MEMPR AR 16026

Cavey, G. and Chapman, J. (1987): Summary Report on the Quartz – Silver Claims; for Mt. Allard Resources Ltd., MEMPR AR 16411

Chapman, J. (1988): Summary Report on the Quartz – Silver Claims; for Mt. Allard Resources Ltd.

Corbett, Greg (2002): Epithermal Gold for Explorationists; AIG Journal Paper 2202-01

Crooker, G.F. (1988): Geochemical and Geophysical Report on the Misty and Misty 1 – 4 I Mineral Claims; for Corona Corporation, MEMPR AR 17952

Daignault, Peter M. P.Geo. and Sharp, R.J. P.Geol. (2007): 2007 Exploration and Geological Report for the Kalum Property; prepared for Mountain Capital Inc.

Downie, C.C. and Mosher, G.Z. (2003): Geological Report on the Kalum Gold Property; internal report prepared for Eagle Plains Resources Ltd.

Downie, C.C. and Stephens, J.R. (2003): Preliminary 2003 Geological Report for the Kalum Property; internal report prepared for Eagle Plains Resources Ltd.

Downie, C.C. and Gallagher, C.S. (2004): 2004 Exploration and Geological Report for the Kalum Property; for Eagle Plains Resources Ltd.; MEMPR AR 27892

Downie, C.C. and Gallagher, C.S. (2006): 2005 Exploration and Geological Report for the Kalum Property; internal report prepared for Eagle Plains Resources Ltd.

Downie, C.C. and Gallagher, C.S. (2006): 2005 Exploration and Geological Report for the Kalum Property; internal report prepared for Eagle Plains Resources Ltd. MEMPR AR 28462

Form 43-101F1 Technical Report

Friedman, R.M., Diakow, L.J., Lane R.A. and Mortensen, J.K., (2001): New U-Pb age constraints on latest Cretaceous magmatism and associated mineralization in the Fawnie Range, Nechako Plateau, central British Columbia: Canadian Journal of Earth Sciences, Volume 38, pages 619-637.

Gallagher, Chris (2012): 2012 Geological and Diamond Drilling Report; prepared for Clemson Resources; MEMPR AR 33752

Hedenquist, J.W. (2003); Epithermal high sulfidation gold deposits : Characteristics, related ore types, and exploration

Hutter, J.M. P.Geo. (2012): Technical Report for the Kalum Property; prepared for Clemson Resources Corp.

Jorgensen, Neil B. (1981): Geological and Geochemical Report on the Misty 1 Claim; for C.C.H. Minerals Ltd., MEMPR AR 10128

Linwood, Doug (2020): Eagle Mapping LiDAR and Orthophoto Report; prepared for Terralogic Exploration Services

McNaughton, Ken (1987): Geochemical and Geophysical Report on the Misty, Misty I and Misty II Mineral Claims; for Mascot Gold Mines Limited, MEMPR AR 15455

Mihalynuk, M. and Friedman, R. (2005): Gold in the Kalum Area, Terrace, BC; BCGS – Eagle Plains Resources GeoScience Partnership, Poster

Morton, J.W. (1985): A Geological and Geochemical Survey of a Portion of the Quartz-Silver ( Q.S.) Claim Group (Quartz Hill Project); for Imperial Metals Corporation MEMPR AR 13455

Murton, J.W. P.Eng. (2009): 2009 Exploration and Geological Report for the Kalum Property; prepared for Windstorm Resources Inc.

Panteleyev, A. (1991): Gold in the Canadian Cordillera – A Focus on Epithermal and Deeper Environments; in Ore Deposits, Tectonics and Metallogeny in the Canadian Cordillera; BC MEMPR Paper 1991-4

Rankin, John B.Sc. (2020): Proposal P20-194 for the Kalum LiDAR project; prepared by Eagle Mapping Ltd. For Teralogic Exploration

Salazar, G. (1987): Evaluation of the Kalum Lake Project; for Terrracamp Developments Ltd.

Stacey, J.S. and Kramers, J.D., (1975): Approximation of terrestrial lead isotope evolution by a two stage model: Earth and Planetary Science Letters, v. 26, p. 207-221.

Stacey, Norman W. (1980): Geological Report Mineral Claims Chris 1 – 4; for Prism Resources Limited, MEMPR AR 8393

Stephens, J. and Downie, C. (2003): Exploration and Geological Report for the Kalum Gold Silver Project; for Eagle Plains Resources Ltd.

Tindall, M. (1987) : Geological and Geochemical Report on the Misty and Misty 1 – 4 Mineral Claims; for Mascot Gold Mines, MEMPR AR 16302

Walker, Shawn, M.Sc., P.Geo. (2020): Airborne Geophysical Survey Report, Kalum Block; prepared for Terralogic Exploration Services;

Wilson, Robert G. (1981): Report on Geology and Soil Geochemistry on the Misty Claim; for Campbell Resources Inc., MEMPR AR 9239

Wilson, Robert G. (1982): Report on Geology, Geochemistry, and Drilling on the Misty 1 Claim; for C.C.H. Minerals Ltd., MEMPR AR 10827

Wilson, Norma J. (1979): Report on Prospecting Misty Claim; for CCH Resources Ltd., MEMPR AR

8201

Young, D. and Ogryzlo, P. (1988): Geological and Geochemical Assessment of the Full and Moon Mineral Claims, MEMPR AR 17890

Young, D. and Ogryzlo, P. (1982): Geological and Geochemical Assessment of the Hat and Flare Mineral Claims, MEMPR AR 10821

Young, D. and Ogryzlo, P. (1981): Geological and Geochemical Assessment of the KM 9, KM 10 and Drum Mineral Claims, MEMPR AR 10045

EMPR MINFILE 103I 018, 103I019, 103I020, 103I151, 103I173, 103I174, 103I211, 103I213

Appendix I Statement of Qualifications

Appendix I Statement of Qualifications

CERTIFICATE OF QUALIFIED PERSON

I, Stephen Kenwood, P.Geo., hereby certify that:

I am an independent Consulting Geologist and Professional Geoscientist residing at 13629 Marine Drive, White Rock, B.C. V4B 1A3

I graduated from the University of British Columbia, Vancouver B.C. in 1987 with a Bachelor's Degree in Science (B.Sc.) in the field of Geology. I have practiced my profession continuously since graduation. I have experience in advanced exploration and development of both precious and base metal projects in British Columbia, Panama, and China and am currently employed by Majestic Gold Corp., which has a producing open pit gold mine in Shandong Province, China.

I am registered as a Professional Geoscientist in the Province of British Columbia (No. 20477).

I have prepared this report, titled NI 43-101 Technical Report, Kalum Property, Central British Columbia for Rex Resources Corp. ("Rex"), dated December 11, 2020, based on a visit to the subject property from September 30-October 1, 2020 and a review of all available data concerning the subject property supplied by the current owners.

For the purposes of this Technical Report I am a Qualified Person as defined in National Instrument 43-101. I am responsible for all of the items in this technical report. I have read the Instrument (NI 43-101) and this report is prepared in compliance with its provisions.

I am not an employee, insider, director or partner of Rex and do not hold, directly or indirectly, any securities in Rex or any related company to Rex, nor do I intend to acquire any such securities in Rex or any related company. I also have no direct or indirect interest in the property which is the subject of this report, and have no interest, directly or indirectly, in Eagle Plains Resources Ltd., the vendor of the property, in full compliance with all provisions of Section 1.5 of National Instrument 43-101.

I have no prior involvement with the Kalum property, the subject of this technical report.

At the effective date of this technical report, to the best of the qualified person's knowledge, information, and belief, the technical report contains all scientific and technical information that is required to be disclosed to make the technical report not misleading.

Dated at White Rock, B.C. this December 11, 2020 (Effective Date)

Respectfully Submitted,

"Stephen Kenwood"

Stephen Kenwood, P.Geo.

________________________________