Rex Resources Corp. — Capital/Financing Update 2021

Jan 22, 2021

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

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. The securities offered hereby have not been and will not be registered under the United States Securities Act of 1933, as amended, and, subject to certain exceptions, may not be offered, sold or delivered, directly or indirectly in the United States of America, its territories or possessions. This prospectus does not constitute an offer to sell or solicitation of an offer to buy any of these securities within the United States. See "Plan of Distribution".

PRELIMINARY PROSPECTUS

Initial Public Offering January 21, 2021

REX RESOURCES CORP.

OFFERING:

3,000,000 COMMON SHARES AT A PRICE OF \$0.15 PER SHARE

This prospectus (the "Prospectus") qualifies for distribution in British Columbia, Alberta and Ontario 3,000,000 Common Shares (as defined herein) (the "Shares") of Rex Resources Corp. (the "Company") at a price of \$0.15 (the "Offering Price") per Share (the "Offering"). This Offering is being made to investors resident in British Columbia, Alberta and Ontario. In addition, the Agent may offer the Shares outside of Canada and the United States in compliance with local securities laws and in accordance with the Agency Agreement (as defined herein). The Offering Price and terms of the Offering have been determined by arms-length negotiation between the Company and Mackie Research Capital Corporation (the "Agent").

The Company has applied to list the Common Shares of the Company, including the Shares, Broker Warrant Shares (as defined herein) and Corporate Finance Shares (as defined herein) and any Over-Allotment Shares (as defined herein) on the Exchange (as defined herein). The listing is subject to the Company fulfilling all of the listing requirements of the Exchange, including prescribed distribution requirements. The listing of the Common Shares on the Exchange is a condition of closing of this Offering. There can be no assurance that the Company will meet all of the listing requirements of the Exchange.

	Number of Shares	Price to the Public	Agent's Commission(2)(5)	Net Proceeds(2)(3)(4) (5)
Share Offering	3,000,000	\$450,000	\$36,000	\$414,000
Per Share(1)	1	\$0.15	\$0.012	\$0.138

(1) The price of the Shares was determined by arms-length negotiations between the Company and the Agent.

(2) Under the terms of an agency agreement between the Agent and the Company dated ●, 2021 (the "Agency Agreement") the Offering will be conducted on a commercially reasonable efforts basis. Upon completion of the Offering (as defined herein), the Agent will receive non-transferable Common Share purchase warrants (the "Agent's Warrants") entitling it to acquire that number of Common Shares (the "Broker Warrant Shares") equal to 8% of the number of Shares (including any Over-Allotment Shares sold on exercise of the Over-Allotment Option (as defined herein)) issued pursuant to the Offering, other than in respect of the Shares sold under the Offering (including any Over-Allotment Shares sold on exercise of the Over-Allotment Option) to purchasers on the President's List (as defined herein) for which the Agent will receive the President's List Warrants (as defined herein), each Agent's Warrant (including President's List Warrants) exercisable at a price of \$0.15 per Broker Warrant Share at any time on or before the date which is twenty-four (24) months from the Closing Date (as defined herein). The Agent's Warrants are qualified for distribution pursuant to this Prospectus. The Agent shall receive a cash commission equal to 8% of the gross proceeds of the Offering (including the proceeds from the sale of any Over-Allotment Shares on exercise of the Over-Allotment Option) (the "Commission"), other than in respect of gross proceeds from the sale of Shares under the Offering (including any Over-Allotment Shares sold on exercise of the Over-Allotment Option) to purchasers on the President's List (as defined herein) for which the Agent will receive the President's List Commission (as defined herein). The Agent will also receive a corporate finance fee of \$25,000, \$9,000 of which is payable in Common Shares at \$0.15 per Common Share, being 60,000 Common Shares (the "Corporate Finance Shares") and \$16,000 of which is payable in cash (the "Corporate Finance Cash Fee"), and will be reimbursed for its expenses related to the Offering, including the fees and disbursements of its legal counsel. The Corporate Finance Shares are qualified for distribution pursuant to this Prospectus. National Instrument 41-101 – General Prospectus Requirements ("NI 41-101") restricts the number of securities issued to an agent as compensation and qualified for distribution under a prospectus ("Qualified Compensation Securities") to a maximum of 10% of the securities sold under the Prospectus. For the purposes of this Offering, the maximum of 10% of the Shares (including any Over-Allotment Shares) is 300,000 securities (if the Offering is completed) and 345,000 securities (if the Over-Allotment Option is exercised in full). As a result, any combination of the following, totaling 300,000 securities (up to 345,000 securities if the Over-Allotment Option is exercised in full), are Qualified Compensation Securities and are qualified for distribution by this Prospectus: up to 60,000 Corporate Finance Shares; and up to 240,000 Agent's Warrants (up to 276,000 Agent's Warrants if the Over-Allotment Option is exercised in full). To the extent that the Agent is entitled to receive securities as compensation exceeding 10% of the Shares sold under the Offering (including any Over-Allotment Shares), those securities exceeding the 10% threshold will not be Qualified Compensation Securities, will not be qualified for distribution under this Prospectus and will be subject to a hold period of four months and one day in accordance with applicable securities laws.

• (3) Before deduction of the costs of the Offering including, the expenses of the Agent, legal and audit expenses of the Company, and regulatory fees, estimated at \$77,000 and the Corporate Finance Cash Fee. See "Use of Proceeds".
• (4) The Company has granted to the Agent an option (the "Over-Allotment Option"), exercisable, in whole or in part, at the sole discretion of the Agent, at any time not later than the 30th day following the Closing Date, to arrange for the sale of up to an additional 450,000 Common Shares (the "Over-Allotment Shares"), representing 15% of the number of Shares sold under the Offering at a price of \$0.15 per Over-Allotment Share, to cover the Agent's over-allocation position, if any, and for market stabilization purposes. If the Over-Allotment Option is exercised in full, the total gross proceeds, Agent's Commission and net proceeds to the Company will be \$517,500, \$41,400 and \$476,100, respectively. A purchaser who acquires Over-Allotment Shares forming part of the Agent's over-allocation position acquires those securities under this Prospectus, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. This Prospectus qualifies the grant of the Over-Allotment Option and the distribution of the Over-Allotment Shares issuable upon exercise of the Over-Allotment Option. See "Plan of Distribution".
• (5) Assuming no President's List Commission.

The completion of this Offering is subject to a minimum subscription of 3,000,000 Shares with aggregate gross proceeds of \$450,000 (the "Minimum Offering"). If subscriptions representing the Minimum Offering are not received within 90 days of the issuance of a receipt for the final Prospectus, or if a receipt has been issued for an amendment to the final Prospectus, within 90 days of the issuance of such receipt and in any event not later than 180 days from the date of receipt for the final Prospectus, the Offering will cease. The Agent, pending closing of the Minimum Offering, will hold in trust all subscription funds received pursuant to the provisions of the Agency Agreement. If the Minimum Offering is not completed, the subscription proceeds received by the Agent in connection with the Offering will be returned to the subscribers without interest or deduction, unless the subscribers have otherwise instructed the Agent.

Potential investors are advised to consult their own legal counsel and other professional advisors in order to assess income tax, legal and other aspects of this investment.

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

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

An investment in the securities offered hereunder by the Company should be considered speculative due to the nature of the business of the Company, its present stage of development, and other risk factors. Investors should not invest any funds in this Offering unless they can afford to lose their entire investment. Investors must be willing to rely on the ability, expertise, judgment and discretion of the management. See "Risk Factors".

Unless otherwise noted, all currency amounts in this Prospectus are stated in Canadian dollars.

Readers should not assume that the information contained in this Prospectus is accurate as of any date other than the date on the cover page of this Prospectus.

The Company is neither a "connected issuer" nor a "related issuer" of the Agent as defined in National Instrument 33-105 – Underwriting Conflicts.

Agent's Position	Maximum Number of Securities Available	Exercise Period or Acquisition Date	Exercise Price or Deemed Acquisition Price
Agent's Warrants	Agent's Warrants(1)(2) 276,000	Twenty-four (24) months from the Closing Date	\$0.15
Corporate Finance Shares	60,000 Corporate Finance Shares	On the Closing Date	\$0.15
Over-Allotment Option	450,000 Over-Allotment Shares(1)	Up to thirty (30) days following the Closing Date	\$0.15
Total securities issuable	786,000(1)

The Agent's position is as follows:

(1) Assuming the Over-Allotment Option is exercised in full. In the event that the Over-Allotment Option is not exercised, the maximum number of Agent's Warrants will be 240,000 and the aggregate maximum compensation securities issuable to the Agent will be 300,000.

(2) Assuming no President's List Warrants.

This Prospectus qualifies the distribution of the Shares, the grant of the Over-Allotment Option, the distribution of the Over-Allotment Shares issuable on exercise of the Over-Allotment Option, the Agent's Warrants (including the President List's Warrants) and the Corporate Finance Shares. See "Plan of Distribution".

Investments in natural resource issuers involve a significant degree of risk. The degree of risk increases substantially where the issuer's properties are in the exploration stage as opposed to the development stage. The property that the Company currently holds an interest in is in the exploration stage and without known bodies of commercial ore. An investment in the Shares should only be made by persons who can afford the total loss of their investment. See the section of this Prospectus entitled "Risk Factors".

In accordance with applicable laws and policies, the Agent may effect transactions that stabilize or maintain the market price of the Company's Common Shares at a level other than which might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time.

Mackie Research Capital Corporation, as Agent, offers the Shares on a commercially reasonable efforts basis subject to prior sale if, as and when issued by the Company in accordance with the conditions contained in the Agency Agreement referred to under "Plan of Distribution" of this Offering. Subscriptions will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice. No person is authorized to provide any information or make any representation in connection with the Offering other than as contained in this Prospectus.

Certain legal matters related to the Offering have been reviewed on behalf of the Company by AFG Law LLP and on behalf of the Agent by Vantage Law Corporation.

It is expected that share certificates evidencing the Shares in definitive form will be available for delivery at the closing of the Offering unless the Agent elects for electronic delivery through the non-certificated inventory ("NCI") system of CDS Clearing and Depository Services Inc. ("CDS") or its nominee. If delivered in NCI form, purchasers of Shares will receive only a customer confirmation from the registered dealer that is a CDS participant and from or through which the Shares were purchased.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	1
ELIGIBILITY FOR INVESTMENT	3
PROSPECTUS SUMMARY	3
The Company	3
The Kalum Property	4
The Offering	4
Net Proceeds	4
Use of Proceeds	4
Risk Factors	5
Summary of Financial Information	6
Currency	6
CORPORATE STRUCTURE	6
GENERAL DEVELOPMENT OF THE BUSINESS	7
History	7
Business of the Company	7
Trends	8
NARRATIVE DESCRIPTION OF THE BUSINESS	9
Stated Business Objectives	9
Kalum Property	9
Property Description and Location	10
Accessibility, Climate, Local Resources, Infrastructure and Physiography	15
History	15
Geological Setting and Mineralization	19
Deposit Type	34
Exploration	34
Drilling	41
Sample Preparation, Analyses and Security	41
Data Verification	44
Mineral Processing and Metallurgical Testing	45
Mineral Resource Estimates	45
Interpretation and Conclusions	45
Recommendations	46
USE OF PROCEEDS	49
Proceeds	49
Funds Available	49
Business Objectives and Milestones	50
DIVIDENDS OR DISTRIBUTIONS	51
SELECTED FINANCIAL INFORMATION	51
AND MANAGEMENT DISCUSSION AND ANALYSIS	51
Selected Annual Information	51
Management's Discussion and Analysis	52
DESCRIPTION OF SECURITIES DISTRIBUTED	52
Authorized and Issued Share Capital	52

Common Shares		52
	Corporate Finance Shares and Agent's Warrants	53
	CONSOLIDATED CAPITALIZATION	54
	OPTIONS TO PURCHASE SECURITIES	54
	Incentive Stock Options and Stock Option Plan	54
	Agent's Warrants	55
	PRIOR SALES	56
ESCROWED SECURITIES		56
Escrowed Securities		56
	PRINCIPAL SHAREHOLDERS	58
DIRECTORS AND OFFICERS		59
	Corporate Cease Trade Orders or Bankruptcies	61
	Penalties or Sanctions	62
	Personal Bankruptcies	62
	Conflicts of Interest	62
	AUDIT COMMITTEE AND CORPORATE GOVERNANCE	62
Audit Committee		62
	Corporate Governance	64
	EXECUTIVE COMPENSATION	66
	INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS	68
PLAN OF DISTRIBUTION		68
	Shares	68
	RISK FACTORS	70
	PROMOTERS	81
	LEGAL PROCEEDINGS AND REGULATORY ACTIONS	81
	INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS	81
	RELATIONSHIP BETWEEN THE COMPANY AND AGENT	81
	AUDITORS	82
	REGISTRAR AND TRANSFER AGENT	82
	MATERIAL CONTRACTS	82
INTERESTS OF EXPERTS		82
	OTHER MATERIAL FACTS	83
	PURCHASERS' STATUTORY RIGHT OF WITHDRAWAL AND RESCISSION	83
FINANCIAL STATEMENTS		83
SCHEDULE A	AUDIT COMMITTEE CHARTER
SCHEDULE B	AUDITED FINANCIAL STATEMENTS FOR THE PERIOD FROM INCORPORATION ON JULY 29, 2020 TO SEPTEMBER 30, 2020
SCHEDULE C	MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE PERIOD FROM INCORPORATION ON JULY 29, 2020 TO SEPTEMBER 30, 2020
	CERTIFICATE OF COMPANY…………………………………………………………………………………………C-1
	CERTIFICATE OF PROMOTER……………………………………………………………………………………………C-2
	CERTIFICATE OF AGENT……………………………………………………………………………………………….C-3

GLOSSARY

"Agency Agreement" means the agency agreement dated ●, 2021 between the Agent and the Company relating to the Offering.

"Agent" means Mackie Research Capital Corporation.

"Agent's Warrants" means the non-transferable compensation warrants to purchase up to that number of Broker Warrant Shares equal to 8% of the Shares sold under the Offering (including any Over-Allotment Shares), subject to the President's List Warrants, exercisable for a period of twenty-four (24) months from the Closing Date at \$0.15 per Broker Warrant Share, issuable to the Agent as described under the heading "Plan of Distribution".

"Board" means the Company's board of directors.

"Broker Warrant Shares" means the Common Shares issuable on exercise of the Agent's Warrants.

"Closing" means the closing of the Offering.

"Closing Date" means such date that the Company and the Agent mutually determine to close the sale of the Shares offered pursuant to this Prospectus, in compliance with the regulatory requirements governing distribution of securities.

"Commission" means the cash commission payable to the Agent pursuant to the Agency Agreement, which commission is equal to 8% of the gross proceeds from the sale of the Shares including gross proceeds from the sale of any Over-Allotment Shares on exercise of the Over-Allotment Option, subject to the President's List Commission.

"Common Share" means a Class A common share without par value in the capital of the Company.

"Company" means Rex Resources Corp.

"Effective Date" means the date that is three (3) days after the date of the final Exchange bulletin giving notice of the approval by the Exchange of the listing of the Common Shares on the facilities of the Exchange.

"Escrow Agent" means TSX Trust Company.

"Exchange" or "TSXV" means the TSX Venture Exchange.

"Listing Date" means the date on which the Common Shares are listed on the Exchange.

"NI 41-101" has the meaning ascribed thereto on the cover page of this Prospectus.

"NI 43-101" means National Instrument 43-101 – Standards of Disclosure for Mineral Projects.

"NP 46-201" means National Policy – Escrow for Initial Public Offerings.

"Offering" means the Offering of Shares as described in this Prospectus.

"Offering Price" means \$0.15 per Share.

"Optionor" means Eagle Plains Resources Ltd., an Alberta corporation, the registered and beneficial owner of the claims comprising the Kalum Property.

"Over-Allotment Option" means the option granted to the Agent exercisable, in whole or in part, at the sole discretion of the Agent, at any time not later than the 30th day following Closing Date to arrange for the purchase of up to 450,000 Over-Allotment Shares at a price of \$0.15 per Over-Allotment Share, to cover over-allotments, if any, in connection with the sale of the Shares under this Prospectus and for market stabilization purposes.

"Over-Allotment Shares" means up to 450,000 Common Shares at a price of \$0.15 per Over-Allotment Share sold pursuant to the exercise of the Over-Allotment Option.

"President's List" means the list of purchasers of the Offering provided to the Agent by the Company.

"President's List Commission" means the cash Commission payable to the Agent equal to 2% of the proceeds from the sale of Shares sold pursuant to the Offering (including any Over-Allotment Shares sold upon exercise of the Over-Allotment Option) to purchasers under the President's List.

"President's List Warrants" means the Agent's Warrants issuable to the Agent to purchase that number of Broker Warrant Shares equal to 2% of the number of Shares sold pursuant to the Offering (including any Over-Allotment Shares upon exercise of the Over-Allotment Option) to purchasers under the President's List.

"Property" or the "Kalum Property" means the four (4) mineral claims comprising a total of approximately 1621.67 hectares in the Terrace area, British Columbia, to which the Company has an option to acquire a 60% interest, right and title pursuant to the Property Option Agreement.

"Property Option Agreement" means the option agreement dated August 12, 2020, as amended November 4, 2020, November 23, 2020 and December 16, 2020, made between the Company and the Optionor relating to the Property.

"Prospectus" means the preliminary or final prospectus with respect to the Offering, as the case may be.

"Shares" means the 3,000,000 Common Shares offered for sale under this Prospectus.

"Stock Option Plan" means the Company's stock option plan adopted on October 5, 2020 by the Board and providing for the granting of incentive stock options to the Company's directors, officers, employees and consultants.

"Subscriber" means a person or other entity that subscribes for Shares under the Offering.

"Technical Report" means the technical report dated effective December 11, 2020 entitled "NI 43-101 Technical Report Kalum Property" prepared in accordance with the requirements of NI 43-101, authored by Stephen Kenwood, P.Geo. (the "Author"), an independent consulting geologist and "Qualified Person" (as defined in NI 43-101), addressed to the Company in respect of the Property.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Prospectus contains "forward-looking information" within the meaning of applicable Canadian securities legislation. These statements include statements relating to the plans, expectations and assumptions concerning the Kalum Property, the timing and budget for exploration and the anticipated exploration programs on the Kalum Property as set forth in the Technical Report, the expected cash needs and anticipated use of proceeds from this Offering, statements with respect to geological interpretation, and statements concerning the financial condition, operating strategies and operating and legal risks of the Company.

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

• the principal business carried on and intended to be carried on by the Company;
• proposed expenditures for exploration and development work on the Kalum Property in accordance with the recommendations of the Technical Report, and general and administrative expenses relating to the business of the Company;
• the completion and timing of the proposed exploration program on the Kalum Property;
• the size and price of the Offering and the terms and conditions of the Offering;
• the timing and closing of the Offering, including the receipt for this Prospectus, in a timely manner, of regulatory and other required approvals;
• the listing of the Common Shares on the Exchange, including the Company fulfilling all applicable listing requirements;
• the ability and intention of the Company to raise further capital to achieve its business objectives; and
• effects of COVID-19 (as defined herein) outbreak as a global pandemic.

The Company uses the words "anticipate," "continue," "likely," "estimate," "expect," "may," "could," "will," "project," "should," "believe" and similar expressions to identify forward-looking statements. Statements that contain these words discuss the Company's future expectations, contain projections or state other forwardlooking information. Although the Company believes the expectations and assumptions reflected in those forward-looking statements are reasonable, the Company cannot make any assurances that these expectations and assumptions will provide to be correct. The Company's actual results, performance or achievements could differ materially from those expressed or implied in these forward-looking statements as a result of unknown risks, uncertainties, assumptions or the factors described under "Risk Factors' in this Prospectus and other factors set forth in this Prospectus, including, but not limited to:

• results of exploration at the Kalum Property;
• the economic viability of exploration at the Kalum Property;
• the Company's ability to raise necessary capital to finance continued exploration of the Kalum Property;
• the Company's ability to retain key management and mining personnel necessary to successfully operate the Company's business strategy; and
• the effects of COVID-19 outbreak as a global pandemic and expectations regarding the level of disruption to exploration at the Kalum Property as a result.

Such forward-looking statements are also based on a number of assumptions made by the Company in light of the experience and perception of historical trends, current conditions and expected future developments which may prove to be incorrect, including for example, assumptions that: the Offering will be completed; the timelines to be established for the exploration of the Kalum Property will be within general industry experience; the costs of exploration activities will not deviate significantly from recent trends; the Company will be able to retain key personnel; general business and economic conditions will be consistent with recent trends; the availability and final receipt of required approvals, licenses and permits; sufficient working capital; access to adequate services and supplies; commodity and precious metal prices; interest rates; access to capital and debt markets and associated costs of funds; availability of a qualified work force; that the Company will be able to procure equipment and supplies in sufficient quantities and on a timely basis; that engineering and exploration timetables and capital costs for the Company's exploration plans are not incorrectly estimated or affected by unforeseen circumstances or adverse weather conditions; that any environmental and other proceedings or disputes are satisfactorily resolved; that the Company maintains its ongoing relations with its business partners and governmental authorities; the future operations of the Company on its properties; and the effects of COVID-19 on the global economy and the ability of the Company to secure adequate staff and equipment for the operations of the Company as well as a safe environment that follows recommended COVID-19 safety protocols.

Many of these factors are beyond the Company's ability to control or predict. Readers of this Prospectus should not unduly rely on any of the forward-looking statements. These statements speak only as of the date of this Prospectus. Readers should not place undue reliance on forward-looking statements. Except to the extent as required by applicable securities laws in Canada, the Company does not undertake to revise these forwardlooking statements to reflect future events or developments. Actual results may vary from such forward-looking information for a variety of reasons, including but not limited to risks and uncertainties disclosed in this Prospectus under the heading "Risk Factors".

Forward-Looking information is disclosed under the headings "Use of Proceeds" and "Risk Factors".

NOTE TO INVESTORS

An investor should rely only on the information contained in this Prospectus and is not entitled to rely on certain parts of the information contained in this Prospectus to the exclusion of others. Neither the Company nor the Agent has authorized anyone to provide investors with additional or different information. Neither the Company nor the Agent is offering to sell these securities in any jurisdictions where the offer or sale is not permitted. The information contained in this Prospectus is accurate only as of the date of this Prospectus, regardless of the time of delivery of this Prospectus or any sale of the Shares. The Company's business, financial condition, results of operations and prospects may have changed since the date of this Prospectus.

TECHNICAL INFORMATION

Technical information relating to the Property contained in this Prospectus is derived from, and in some instances is an extract from, the Technical Report.

Reference should be made to the full text of the Technical Report which has been filed with Canadian securities regulatory authorities pursuant to NI 43-101 (as defined herein) and is available for review under the Company's profile on SEDAR at www.sedar.com.

The Company is a mineral exploration company and its Property is in the mineral exploration stage only. The degree of risk increases substantially where an issuer's properties are in the mineral exploration stage as opposed to the development or operational stage. An investment in the Shares is speculative and involves a high degree of risk and should only be made by persons who can afford the total loss of their investment. Prospective investors should consider the risk factors in connection with an investment in the Company as set out under the heading "Risk Factors".

ELIGIBILITY FOR INVESTMENT

In the opinion of AFG Law LLP, counsel to the Company, based on the current provisions of the Income Tax Act (Canada) (the "Act") and the regulations thereunder, in force as of the date hereof, and any specific proposals to amend the Act publicly announced by or on behalf of the Minister of Finance Canada prior to the date hereof, provided that, at the particular time, the Common Shares are listed on a "designated stock exchange" (as such term is defined in the Act and which currently includes tier 2 of the Exchange) or the Company is otherwise a "public corporation" (as such term is defined in the Act), the Common Shares will, at such particular time, be "qualified investments" under the Act for a trust governed by a registered retirement savings plan ("RRSP"), a registered retirement income fund ("RRIF"), a registered education savings plan ("RESP"), a deferred profit sharing plan, a registered disability savings plan ("RDSP") and a tax-free savings account ("TFSA"), each as defined under the Act (collectively, the "Plans").

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

Notwithstanding that the Common Shares may be a qualified investment for a trust governed by an RRSP, RRIF, RESP, RDSP or TFSA (a "Registered Plan"), the annuitant of the RRSP or RRIF, the subscriber under an RESP or the holder of a TFSA or RDSP, as the case may be, (the "Controller") will be subject to a penalty tax in respect of Common Shares acquired by a Registered Plan if such Common Shares are a "prohibited investment" for the particular Registered Plan. The Common Shares will generally be a "prohibited investment" of a Registered Plan if the Controller of the Registered Plan does not deal at arm's length with the Company for the purposes of the Act or has a "significant interest" (as defined in subsection 207.01(4) of the Act) in the Company. In addition, the Common Shares will not be a "prohibited investment" if the Common Shares are "excluded property" as defined in the Act for a Registered Plan.

Purchasers who intend to hold Common Shares in their Plans, should consult their own tax advisors in regard to the application of these rules in their particular circumstances.

PROSPECTUS SUMMARY

The following is a summary of the Company, investment highlights, and the principal features of the Offering and should be read together with, and is qualified in its entirety by, the more detailed information and financial data and statements contained elsewhere in this Prospectus. Readers are directed to carefully review this Prospectus in its entirety.

The Company

The Company is a mineral resource company engaged in the identification, acquisition and exploration of mineral properties primarily in the Province of British Columbia. See "Business of the Company". The Company's main emphasis is the exploration of the Kalum Property located in the Terrace area of British Columbia, to which the Company has an option to acquire a 60% undivided interest in pursuant to the Property Option Agreement. The Kalum Property is more specifically described below in this Prospectus under the heading "Narrative Description

The Kalum Property

of the Business".

Pursuant to the terms of the Property Option Agreement, the Company has the option to acquire a 60% interest in the Property. Pursuant to the Property Option Agreement, the Company agreed to, over a four year period: (a) make cash payments to the Optionor in the aggregate amount of \$250,000; (b) issue to the Optionor 1,000,000 Common Shares; and (c) incur a minimum of \$3,000,000 in exploration expenditures on the Property.

The Property consists of four (4) mineral claims comprising a total of approximately 1621.67 hectares in the Terrace area of British Columbia.

The Technical Report on the Property, dated effective December 11, 2020, was completed by the Author who is a "Qualified Person" as defined in NI 43-101. See "Narrative Description of the Business".

The Offering

The Minimum Offering of 3,000,000 Shares is for aggregate gross proceeds of \$450,000.

The Offering Price is \$0.15 per Share (the Commission of up to \$0.012 per Share shall be paid to the Agent out of the gross proceeds of the Offering, including proceeds from the sale of any Over-Allotment Shares).

The Company has granted to the Agent the Over-Allotment Option, exercisable, in whole or in part, at the sole discretion of the Agent, at any time up to but not later than the 30th day following Closing Date, to sell up to 450,000 Over-Allotment Shares, representing 15% of the number of Shares sold under the Offering at a price of \$0.15 per Over-Allotment Share, to cover over-allotments, if any, in connection with market stabilization purposes. A purchaser who acquires Over-Allotment Shares forming part of the Agent's over-allocation position acquires those securities under this Prospectus, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. This Prospectus qualifies the grant of the Over-Allotment Option and the distribution of the Over-Allotment Shares issuable upon exercise of the Over-Allotment Option. See "Plan of Distribution".

The Agent will also receive the Agent's Warrants (including the President's List Warrants) and the Corporate Finance Shares.

This Prospectus qualifies the distribution of the Agent's Warrants and the Corporate Finance Shares.

See "Plan of Distribution".

Net Proceeds

The net proceeds of the Offering after deduction of the Commission will be \$414,000 (assuming the Over-Allotment Option is not exercised and assuming no President's List Commission) before deduction of the costs of the Offering, which are estimated to be \$77,000 and the Corporate Finance Cash Fee of \$16,000. If the Over-Allotment Option is exercised in full, the total gross proceeds, Agent's Commission and net proceeds to the Company will be \$517,500, \$41,400 and \$476,100, respectively.

Use of Proceeds

The gross proceeds to the Company from the sale of the Shares will be \$450,000 (assuming no exercise of the Over-Allotment Option). The total funds available to the Company at the Closing, after deducting the estimated expenses of the Offering of \$77,000 and the Agent's Commission of \$36,000 (assuming no President's List Commission) and the Corporate Finance Cash Fee of \$16,000 and including working capital as at December 31, 2020 of approximately \$122,320, are estimated to be \$443,320. The Company intends to expend available funds for the following principal purposes over the twelve-(12) month period following the Listing Date:

	Minimum
of the Phase I of the exploration program on the Property(1)(3) Cost	\$200,000
Property payment pursuant to the Property Option Agreement on or before March 31, 2021	\$25,000
Property payment pursuant to the Property Option Agreement on or before December 31, 2021	\$50,000
General and administrative costs for 12 months(2)	\$57,000
Unallocated working capital	\$111,320
TOTAL	\$443,320

(1) See "Narrative Description of the Business".

(2) The Company estimates that its general and administrative costs will include transfer agent fees of \$4,000, professional fees (including legal and audit) of \$25,000, Exchange fees of \$10,000 and management fees (including accounting fees) of \$18,000.

(3) Phase II is contingent on Phase I (see "Narrative Description of the Business – Recommendations").

The Company has had a negative operating cash flow since the commencement of its activities and in its most recently completed financial year and will continue to for the foreseeable future. See "Use of Proceeds" and "Risk Factors".

Although the Company intends to expend the proceeds from the Offering as set out above, the amount actually expended for the purposes described above could vary significantly depending on, among other things, the price of gold, unforeseen events, and the Company's future operating and capital needs from time to time. There may be circumstances where, for sound business reasons, a reallocation of funds may be necessary.

Any additional proceeds from the exercise of the Over-Allotment Option will be added to working capital of the Company.

Risk Factors

An investment in the Shares should be considered highly speculative and investors may incur a loss on their investment. The Company has an option only to acquire an interest in the Kalum Property. There is no guarantee that the Company will be able to meet its obligations under the Property Option Agreement. The risks, uncertainties and other factors, many of which are beyond the control of the Company, that could influence actual results include, but are not limited to the following: exploring mineral properties is high risk; insufficient capital; limited operating history; lack of operating cash flow; there is not presently an active market for the Company's Common Shares; the future price of the Company's Common Shares will vary depending on factors unrelated to the Company's performance or intrinsic fair value; the Company's ability to discovery commercial quantities of ore is uncertain; the Company's ability to market ore discovered by the Company is uncertain and dependent on variables beyond the Company's control and subject to a high degree of variability and uncertainty; the Company's ability to develop commercially marketable ore depends on variables that are unknown at this time; some aspects of the Company's operations entail risk that cannot be insured against or may not be covered by insurance; the calculation of the economic value of ore is subject to a high degree of variability and uncertainty; the Company does not have a guarantee of title; uncertainties about the resolution of Aboriginal rights in British Columbia may affect the Company; community groups; global financial conditions may impact the Company's ability to raise additional funds; the COVID-19 pandemic is impacting mining operations and the global economy; property interests; the future price of gold is uncertain and may be lower than expected; climate change may making mining operations more expensive; the Company is an early stage company; the Company operates at a loss and may never generate a profit; the Company operates in a highly competitive environment; the Company operates in a highly regulated environment that is subject to changes, some unforeseen, to government policy; obtaining and renewing licenses and permits; the Company operates in an environment with significant environmental and safety regulations and risks; regulatory requirements; volatility of mineral prices; infrastructure; risks associated with acquisitions; dependence on management; the Company is subject to legal and political risks; adverse general economic conditions; claims and legal proceedings; force majeure; uncertainty of use of proceeds; some of the Company's directors have significant involvement in other companies in the same sector; the value of the Shares may be significantly diluted; price volatility of publicly traded securities; and reporting issuer status. See the section entitled "Risk Factors" for details of these and other risks relating to the Company's business. An investment in the Shares is suitable for only those investors who are willing to risk a loss of their entire investment and who can afford to lose their entire investment. Subscribers should consult their own professional advisors to assess the income tax, legal and other aspects of an investment in the Shares.

Summary of Financial Information

The following selected financial information is subject to the detailed information contained in the financial statements of the Company and notes thereto appearing elsewhere in the Prospectus. The selected financial information is derived from the audited financial statements for the financial period from incorporation on July 29, 2020 to September 30, 2020. The Company has established September 30 as its financial year end. See "Selected Financial Information and Management Discussion and Analysis".

	From Incorporation on July 29, 2020 to September 30, 2020 (audited)
Professional Fees	\$27,220
Total Revenues	Nil
Exploration Expenditures	100,000
General and Administrative Expenses	\$210
Stock-based compensation expense	Nil
Net Loss and Comprehensive Loss for the Period	(\$27,430)
Loss per share (basic and diluted)	(0.01)
Total Assets	\$278,290
Total Liabilities	\$44,150
Cash dividends per share	N/A

Currency

Unless otherwise indicated, all currency amounts herein are stated in Canadian Dollars.

CORPORATE STRUCTURE

Name, Address and Incorporation

The Company was incorporated on July 29, 2020 under the name "Rex Resources Corp." pursuant to the Business Corporations Act (British Columbia).

The Company's head office and registered and records office are located at Suite 605 – 815 Hornby Street, Vancouver, British Columbia, V6Z 2E6.

Intercorporate Relationships

The Company has no subsidiaries.

GENERAL DEVELOPMENT OF THE BUSINESS

History

The Company is involved in the identification, acquisition and exploration of mineral properties primarily in the Province of British Columbia. Since incorporation, the Company has taken the following steps in developing its business: (i) identified and acquired a mineral property interest with sufficient merit to warrant exploration; (ii) raised funds to progress the Company's exploration activities on its mineral property, as described herein; (iii) completed the Technical Report on the Kalum Property; and (iv) retained directors, officers and employees with the skills required to successfully operate a public mineral exploration company.

The directors and officers of the Company have experience in mineral exploration and development and several potential prospects were examined commencing immediately upon incorporation. On August 12, 2020, the Company entered into the Property Option Agreement, pursuant to which the Company was granted the sole and irrevocable right and option to acquire a 60% interest in the Kalum Property. Information regarding the Kalum Property and the particulars of the material terms of the Property Option Agreement are described in greater detail below.

Business of the Company

The principal business activities carried on by the Company since incorporation and expected to be carried on during the current financial year is exploration operations on the Kalum Property. Throughout the remainder of its current financial year, the Company intends to continue to fulfill its obligations under the Property Option Agreement, and undertake the Phase I exploration program on the Kalum Property as recommended in the Technical Report. While exploration of the Kalum Property and commitments under the Property Option Agreement are the Company's current and foreseeable focus, during that same time period, the Company may also assess other mineral properties and potentially seek to acquire interests in such properties if the Company determines such properties have certain geologic or economic merit and if the Company has adequate financial resources to pursue such acquisitions.

The Company entered into the Property Option Agreement pursuant to which the Company was granted an irrevocable and exclusive option to acquire a 60% interest in the Property. The Optionor holds the mineral claims which compromise the Property. The Optionor is at arm's length to the Company.

In order to exercise its option to acquire a 60% interest in the Property, pursuant to the terms of the Property Option Agreement, the Company is required to, over a four year period: (a) make cash payments to the Optionor in the aggregate amount of \$250,000; (b) issue to the Optionor 1,000,000 Common Shares; and (c) incur a minimum of \$3,000,000 in exploration expenditures on the Property, in accordance with the schedule as set out under "Narrative Description of the Business – Kalum Property" below.

To date, the Company has raised \$320,550 through the sale of Common Shares by way of private placements. See "Prior Sales".

Competitive Conditions

The mineral exploration industry is competitive, with many companies competing for the limited number of precious and base metals acquisition and exploration opportunities that are economic under current or foreseeable metals prices, as well as for available investment funds. Competition is also high for the recruitment of qualified personnel and equipment.

Government Regulation

Mining operations and exploration activities in Canada are subject to various laws and regulations which govern prospecting, development, mining, production, exports, taxes, labour standards, occupational health, waste disposal, protection of the environment, mine safety, hazardous substances and other matters.

The Company believes that it is and will continue to be in compliance in all material respects with applicable statutes and the regulations passed in Canada, but no assurance can be given that the same will not be changed or that any such changes would not have material adverse effects on the Company's activities. There are no current orders or directions relating to the Company with respect to the foregoing laws and regulations.

Social or Environmental Policies

The Company is committed to conducting its operations in accordance with sound social and environmental practices. At present, the scale of operations has not required the adoption of formal policies. The Company will re-evaluate this position if and when necessary.

The Company is subject to the laws and regulations relating to environmental matters in all jurisdictions in which it operates, including provisions relating to property reclamation, discharge of hazardous materials and other matters. The Company may also be held liable should environmental problems be discovered that were caused by former owners and operators of its properties. The Company conducts its mineral exploration activities in compliance with applicable environmental protection legislation.

Environmental Regulation

The Company's mineral exploration activities are subject to various federal, provincial and local laws and regulations, as applicable, governing protection of the environment. In general, these laws are amended often and are becoming more restrictive. The Company's policy is to conduct its business in a way that safeguards public health and the environment. The Company believes that its operations are conducted in material compliance with applicable environmental laws and regulations.

Since its incorporation, the Company has not had any material environmental incidents or non-compliance with any applicable environmental laws or regulations. The Company estimates that it will not incur material capital expenditures for environmental control facilities during the current fiscal year and in the future unless the Company transitions from a mineral exploration company to a development and/or production.

Other Property Interests and Mining Claims

The Company currently has no other interests other than as described in this Prospectus.

Trends

As a junior mining issuer, the Company is highly subject to the cycles of the mineral resource sector and the financial markets as they relate to junior companies.

The Company's financial performance is dependent upon many external factors. Both prices and markets for metals are volatile, difficult to predict and subject to changes in domestic and international, political, social and economic environments. Circumstances and events beyond its control could materially affect the financial performance of the Company.

Economic Dependence

The Company's business is not dependent on any contract to sell the major part of its products or services or to purchase the major part of its requirements for goods, services or raw materials, or on any franchise or licence or other agreement to use a patent, formula, trade secret, process or trade name upon which its business depends. It is not expected that the Company's business will be affected in the current financial year by the renegotiation or termination of contracts or subcontracts. The Company has an option to acquire a 60% interest in the Property pursuant to the Property Option Agreement. There is no guarantee that the Company will be able to meet its obligations under the Property Option Agreement.

Employees

As of September 30, 2020, the Company had no employees. As the Company expands its activities, it is probable that it will hire employees and may engage additional consultants.

NARRATIVE DESCRIPTION OF THE BUSINESS

Stated Business Objectives

The Company is a natural resource company engaged in the acquisition and exploration of mining properties. The Company's principal focus since incorporation for the foreseeable future is exploration operations on the Kalum Property. The Company commenced operations on the Kalum Property in September 2020. To the date of this Prospectus, the Company has incurred expenditures totaling \$147,363 in respect of the Kalum Property, consisting of \$122,363 in exploration costs and \$25,000 in acquisition costs pursuant to the Property Option Agreement.

The Company intends on expending existing working capital and net proceeds raised from the Offering to pay the balance of the estimated costs of this Offering, to undertake exploration on the Kalum Property, make required cash payments under the Property Option Agreement, to pay general and administrative costs for the next twelve months and for working capital.

Kalum Property

Property Option Agreement

The Property consists of four (4) mineral claims comprising a total of approximately 1621.67 hectares in the Terrace area of British Columbia.

On August 12, 2020, the Company entered into the Property Option Agreement with the Optionor, pursuant to which the Company may earn and acquire a 60% right, title and interest, subject only to a 2% net smelter return royalty payable to the Optionor, in the Kalum Property by:

• (a) making a total of \$250,000 cash payments to the Optionor as follows:
• 1. \$25,000 upon execution and delivery of the Property Option Agreement (paid);
• 1. \$25,000 on or before March 31, 2021;
• 1. \$50,000 on or before December 31, 2021;
• 1. \$75,000 on or before December 31, 2022; and
• 1. \$75,000 on or before December 31, 2023,
• (b) issuing a total of 1,000,000 Common Shares to the Optionor as follows:
• 1. 200,000 Common Shares on the Effective Date;
• 1. 200,000 Common Shares on or before March 31, 2021;
• 1. 200,000 Common Shares on or before December 31, 2021;
• 1. 200,000 Common Shares on or before December 31, 2022; and
• 1. 200,000 Common Shares on or before December 31, 2023,

• (c) incurring minimum expenditures on the Kalum Property of not less than an aggregate of \$3,000,000 according to the following schedule:

• 1. \$100,000 on or before December 31, 2020 (completed);
• 1. \$500,000 on or before April 30, 2022;
• 1. \$800,000 on or before December 31, 2022;
• 1. \$1,600,000 on or before December 31, 2023.

The Property Option Agreement grants the Company an option only. The Company is, therefore, not obligated to meet any of the above option obligations in the event that it chooses to terminate the Property Option Agreement and abandon the Property for any reason. The Company may terminate the Property Option Agreement at any time on notice to the Optionor prior to exercise of the Option. The Property Option Agreement will be deemed to be terminated by the Company if: (a) the Company fails to make any payments, issue any Common Shares or complete any exploration expenditures by the dates set out in the Property Option Agreement and any such failure persists for more than 30 days following the due date for any such payment, issuance or expenditure or (b) the Exchange does not approve the Common Shares for listing on the Exchange.

Pursuant to the Property Option Agreement, the Optionor is entitled to be the operator with respect to all exploration work to be carried out on the Property for the duration of the option. All work and expenditures will be carried out subject to the prior written approval of the Company. Upon completion by the Company of all of its obligations under the Property Option Agreement, it will have earned a 60% undivided interest in the Property, subject only to a 2% net smelter returns royalty payable to the Optionor upon commencement of commercial production and of which 1% can be repurchased by the Company for \$1,000,000.

Further pursuant to the Property Option Agreement, if at any time a party stakes or otherwise acquires, directly or indirectly, a right to any mining claim, licence, lease, grant, concession, permit patent or other mineral property located wholly or partly within three (3) km of the outermost boundary of the Kalum Property as of the date of execution of the Property Option Agreement, the other party has the right to require such acquired rights to be subject to the Property Option Agreement.

In the event that the Company exercises the option pursuant to the Property Option Agreement, the Company and the Optionor will enter into a single purpose joint venture for the purpose of proceeding with the continued exploration and, if warranted, development of the Property on a joint venture basis, in the form of "Form 5A: Exploration, Development and Mine Operating Agreement" as published by the Rocky Mountain Mineral Law Foundation. The interest of the parties in the Property and an such joint venture will be: the Company (60%) and the Optionor (40%).

The following information has been excerpted from the Technical Report, a technical report prepared in accordance with NI 43-101 titled "NI 43-101 Technical Report Kalum Property" prepared by the Author, Stephen Kenwood, P.Geo., a Qualified Person, dated effective December 11, 2020. During the period of the Offering, the Technical Report is available at the registered office of the Company, Suite 605 – 815 Hornby Street, Vancouver, British Columbia, V6Z 2E6, where it may be examined during normal business hours and on the Company's profile on SEDAR at www.sedar.com. Certain maps and figures are not included in this Prospectus, but they may be viewed in the Technical Report. The following information has been revised in respect of certain references. Prospective purchasers are encouraged to read the Technical Report in its entirety.

Property Description and Location

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.

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 the Optionor.

On August 13, 2020 the Optionor announced in a news release that it had entered into an agreement with the Company whereby the Company 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. See "Narrative Description of the Business – Property Option Agreement" for a detailed payment and expenditure schedule.

If the Company 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 the Optionor upon the commencement of commercial production. 1.0% (one-half) of the royalty may be repurchased by the Company at any time by making a \$1,000,000 payment to the Optionor.

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, Mines and Petroleum Resources. 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. The Optionor has submitted a Notice of Work Permit for the work proposed under the heading "Recommendations" herein. 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.

Table 1: Tenure Summary

	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

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 Property area is accessed by a network of B.C. Forest Service and private logging roads which cover most of the Property area. A review of existing (year 2020) 5-year logging plans provided by NorthPac Forestry indicate that extensive roadwork and logging activities are planned for the Property area, with some of the proposed activity now underway. A hydroelectric power line runs north-south along the eastern boundary of the Property 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. The 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 snow-drifts 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 is available in Terrace and northwestern BC.

History

In 2003, the Optionor staked a significant land package west of Kitsumkalum Lake, which included the area covered by the current Kalum claim group. Between 2003 - 2015, the Optionor 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 the Optionor. The 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, the Optionor staked a significant land package west of Kitsumkalum Lake, which included the area covered by the current Kalum claim group. In 2004, the Optionor 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. 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, the Optionor completed six drill holes that holes tested the Chris gold-bearing quartz-arsenopyrite vein over a strike length of about 150 meters, east of previous drilling. One significant intersection of 16.3 grams per tonne gold over 0.3 meter was obtained.

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

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 the 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 the Optionor in 2003 indicated that the Full Moon showing is likely the same structure referred to as the Hat.

History of Work by the Optionor

Between 2003 - 2012 the Optionor 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 the Optionor. 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 under the section "Drilling".

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.

Geological Setting and Mineralization

Regional Geology

The geology in the Terrace area is dominated by a broadly anticlinal structure that trends NNE from Kitimat, has a 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 Cretaceousage 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 on 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.

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

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

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.

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 coarsegrained 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.

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) 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-plagioclasemuscovite granite crop out north of the main pluton. Plagioclase-porphyritic granite (rhyolite) sills and/or dykes crop out near the Chris adit and in the western embayment area. A small plug or sill of medium-grained quartzsyenite 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;

• 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.

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

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 yellowstained 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.

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, eaststriking 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 the Optionor 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 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. 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.

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 the Optionor 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, NNW-striking 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 ankeritealtered 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 thickness massive arsenopyrite vein was also intersected at the bottom of hole KM05001 and is thought to be the

Hat Structural Zone (Gatekeeper and BABIT)

subsurface expression of this vein.

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 NWstriking 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 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 sub-horizontal 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

Deposit Type

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. A British Columbian example of these transitionaltype, intrusion-related deposits is 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.

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 brittle-ductile 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.

Exploration

The most recent work on the Kalum Property was in 2020, funded by the Company. 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.

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 upwardlooking, 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 upward-shielding 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)

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.

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

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.

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.

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.

Drilling

The Company 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.

Table 3: Drillhole Summary

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;
EAGLE		CHRIS	6	504	KCS04002 29.5-29.8 0.3m@16.9 g/t Au, >100g/t Ag;
2004	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

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 Orthophoto 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
• 1. Fluid communication is maintained between all staff involved in any project
• 1. Equipment, computer systems, and software are constantly being checked, maintained, and upgraded
• 1. Detailed flight and control planning are done prior to any mission
• 1. Weather and atmospheric conditions are monitored regularly to ensure the best times for deployment
• 1. Calibration of equipment is done before each project
• 1. Test scans are completed before data collection proceeds
• 1. During data collection live monitoring of the processes are performed and issues can be identified on the fly

• 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.

• 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.

• 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 Property 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 the Company. 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.

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 the Optionor. 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

			Ag
SAMPLE #	Au (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 the Optionor 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.

Mineral Processing and Metallurgical Testing

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

Mineral Resource Estimates

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

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.

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
	14 days x
Project Geologist (1)	\$800/day	\$11,200
	12 days x
Technicians (1)	\$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 (1) 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		TOTAL:	\$100,000 \$1,050,000

USE OF PROCEEDS

Proceeds

The completion of this Offering is subject to a minimum subscription of 3,000,000 Shares with aggregate gross proceeds of \$450,000 (the "Minimum Offering"). If subscriptions representing the Minimum Offering are not received within 90 days of the issuance of a receipt for the final Prospectus, or if a receipt has been issued for an amendment to the final Prospectus, within 90 days of the issuance of such receipt and in any event not later than 180 days from the date of receipt for the final Prospectus, the Offering will cease. The Agent, pending closing of the Minimum Offering, will hold in trust all subscription funds received pursuant to the provisions of the Agency Agreement. If the Minimum Offering is not completed, the subscription proceeds received by the Agent in connection with the Offering will be returned to the subscribers without interest or deduction, unless the subscribers have otherwise instructed the Agent. f

Funds Available

The net proceeds to the Company from the sale of the Shares after deducting the Agent's Commission of \$36,000 (assuming no President's List Commission), but prior to deducting the estimated expenses of the Offering and the Corporate Finance Cash Fee, will be \$414,000. Upon deducting from the net proceeds the estimated expenses of the Offering of \$77,000, the Corporate Finance Cash Fee of \$16,000, and including working capital surplus as at December 31, 2020 of approximately \$122,320, the total available funds to the Company are estimated to be \$443,320 (assuming the Over-Allotment Option is not exercised).

	Minimum
Cost of the Phase I of the exploration program on the Property(1)(3)	\$200,000
Property payment pursuant to the Property Option Agreement on or before March 31, 2021	\$25,000
Property payment pursuant to the Property Option Agreement on or before December 31, 2021	\$50,000
General and administrative costs for 12 months(2)	\$57,000
Unallocated working capital	\$111,320
TOTAL	\$443,320

(1) See "Narrative Description of the Business".

• (2) The Company estimates that its general and administrative costs will include transfer agent fees of \$4,000, professional fees (including legal and audit) of \$25,000, Exchange fees of \$10,000 and management fees (including accounting fees) of \$18,000.
• (3) Phase II is contingent on Phase I (see "Narrative Description of the Business Recommendations").

Although the Company intends to expend the proceeds from the Offering as set out above, the amount actually expended for the purposes described above could vary significantly depending on, among other things, price of precious metals, unforeseen events, the results of the Phase I exploration program and the Company's future operating and capital needs from time to time. There may be circumstances where, for sound business reasons, a reallocation of funds may be necessary.

The Phase I exploration program on the Kalum Property is expected to commence in spring 2021. If the results of the Phase I work program are positive, then a follow drilling program would be warranted to be carried out as a Phase II work program. See "Narrative Description of the Business – Recommendations" in this Prospectus excerpted from the Technical Report regarding further details on the estimated composition and costs of the twophase work program.

If a Phase II exploration program is warranted, any unallocated working capital will be contributed to its funding. The Company's unallocated working capital will not suffice to fully fund a Phase II work program on the Property and there is no assurance that the Corporation can successfully obtain additional financing to fund a Phase II work program on the Property. The Company will require future equity financings to fully fund a Phase II work program on the Property. Additional financing cannot be assured. Subject to the funding required for a Phase II work program, any unallocated funds from the Offering and from the exercise of any of the Agent's Warrants will be otherwise added to the working capital of the Company.

The Company's allocation for general and administrative costs in the funds available post-Offering will be sufficient to meet its general and administrative costs to fund ongoing operations for at least 12 months.

Since the Company does not currently have revenues and cannot expect to have any revenues in the foreseeable future, the Company will be funding its negative cash flow from operating activities with the proceeds of the Offering. Those operating activities will not generate revenues for the Company. See "Risk Factors – Lack of Operating Cash Flow" and "Risk Factors – The Company operates at a loss and may never generate a profit".

Business Objectives and Milestones

The Company expects to accomplish the following objectives or milestones using the \$443,320 in funds available upon completion of the Offering (including \$122,320 working capital surplus as at December 31, 2020 and assuming the Over-Allotment Option is not exercised):

	Event	Time Frame
1.	Expenses of the Offering	Within 90 days of filing final Prospectus (cost \$77,000)
2.	Make a cash payment pursuant to the Property Option Agreement	On or before March 31, 2021 (cost \$25,000)
3.	Make a cash payment pursuant to the Property Option Agreement	On or before December 31, 2021 (cost \$50,000)
4.	Carry out the Phase I exploration program on the Kalum Property	Within 12 months of the Listing Date (cost \$200,000)

If appropriate opportunities present themselves, the Company may acquire mineral claims, material interests in other mineral claims, and companies that the Company believes are strategic. The Company currently has no understandings, commitments or agreements with respect to any other material acquisition and no other material acquisition is currently being pursued.

DIVIDENDS OR DISTRIBUTIONS

The Company has not, since its incorporation on July 29, 2020, paid any dividends on any of the Common Shares. The Company has no present intention to pay dividends. The future dividend policy will be determined by the Board on the basis of earnings, financial requirements and other relevant factors.

No dividends will be paid on any class or series of shares nor will shares or any series thereof be redeemed if such act would result in the Company having insufficient net assets to redeem the Preferred Shares (as defined herein), if applicable.

SELECTED FINANCIAL INFORMATION AND MANAGEMENT DISCUSSION AND ANALYSIS

Overview for period from incorporation on July 29, 2020 to September 30, 2020

The Company is engaged in the business of mineral exploration in British Columbia. On August 12, 2020, the Company entered into the Property Option Agreement with the Optionor to acquire a 60% interest in the Property. The Kalum Property is the sole property of the Company at this date.

During the period from incorporation on July 29, 2020 to September 30, 2020, the Company raised a total of \$277,500 in cash from the issuance of an aggregate of 6,664,285 Common Shares pursuant to private placements. Subsequent to September 30, 2020 up to the date of this Prospectus, the Company raised an additional \$43,050 in cash from the issuance of an aggregate of 615,000 Common Shares pursuant to private placements (for a total of \$320,550 raised from incorporation to the date of this Prospectus).

Selected Annual Information

The following table represents selected annual financial information of the Company derived from the audited financial statements for the period from incorporation on July 29, 2020 to September 30, 2020 and should be read in conjunction with the same.

	From Incorporation on July 29, 2020 to September 30, 2020
	(audited)
Professional Fees	\$27,220
Total Revenues	Nil
Exploration Expenditures	100,000
General and Administrative Expenses	\$210
Stock-based compensation expense	Nil
Net Loss and Comprehensive Loss for the Period	(\$27,430)
Loss per share (basic and diluted)	(0.01)
Total Assets	\$278,290
Total Liabilities	\$44,150
Cash dividends per share	N/A

To the date of this Prospectus, the Company has incurred expenditures totaling \$147,363 in respect of the Kalum Property, consisting of \$122,363 in exploration costs and \$25,000 in acquisition costs pursuant to the Property Option Agreement.

Management's Discussion and Analysis

The Company's management's discussion and analysis ("Management's Discussion and Analysis") provides an analysis of the Company's financial results for the period from incorporation on July 29, 2020 to September 30, 2020, and should be read in conjunction with the financial statements of the Company for such periods, and the notes thereto respectively. The Company's Management's Discussion and Analysis is attached to this Prospectus as Schedule C.

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

DESCRIPTION OF SECURITIES DISTRIBUTED

Authorized and Issued Share Capital

The authorized share capital of the Company consists of an unlimited number of Common Shares and an unlimited number as Class B preferred shares without par value ("Preferred Shares"). As of the date of this Prospectus 7,279,285 Common Shares are issued and outstanding as fully paid and non-assessable shares and no Preferred Shares are outstanding.

Common Shares

The holders of the Common Shares are entitled to receive notice of and to attend and vote at all meetings of the shareholders of the Company and each Common Share shall confer the right to one vote in person or by proxy at all meetings of the shareholders of the Company. The holders of the Common Shares, subject to the rights of Preferred Shares holders and any payment of dividends declared but unpaid on Preferred Shares (if applicable), are entitled to receive such dividends in any financial year as the Board may determine by resolution. In the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or in the event of the redemption, purchase or acquisition of any shares, the reduction of capital or any other return of capital, the holders of the Common Shares are entitled to receive, subject to the prior rights of the holders of Preferred Shares, an amount equal to the paid-up capital thereon and any dividends declared thereon and unpaid, and any remaining property and assets of the Company. The Common Shares are not subject to call or assessment rights, rights regarding redemption, retraction, purchase for cancellation or surrender, or any pre-emptive, conversion or exchange rights.

In addition to the Common Shares issued and outstanding, the following table sets out the number of and percentage of the Common Shares proposed to be outstanding on a fully-diluted basis after giving effect to the Offering.

	No. of Common Shares(1)(2)	Percentage of Total
Issued and outstanding as at the date of this Prospectus	7,279,285	68.81%
Issuable pursuant to the Offering	3,000,000	28.36%
Reserved for issuance pursuant to Agent's Warrants	240,000	2.27%
Corporate Finance Shares	60,000	0.57%
Total outstanding on a fully-diluted basis	10,579,285	100.00%

(1) Not including the 200,000 Common Shares issuable on the Effective Date pursuant to the Property Option Agreement.

(2) Assumes no exercise of the Over-Allotment Option and assumes no President's List Warrants.

Preferred Shares

The Preferred Shares may be issued from time to time in one or more series and will have, among others, the following special rights and restrictions:

• The holders of Preferred Shares as a class shall, in preference to the holders of the Common Shares, be entitled to receive dividends.
• The holders of the Preferred Shares of any series shall also be entitled to such other preference, not inconsistent with these provisions, over the holders of the Common Shares and the shares of any other class ranking junior to the Preferred Shares.
• Unless subordinated in priority by the special rights and restrictions attached to any series of Preferred Shares, holders of Preferred Shares as a class will be entitled on distribution of the assets of the Company on liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or on any other distribution of assets the Company receive priority prior to any distribution to the holders of Common Shares or any other shares ranking junior.
• No Preferred Shares may be issued if the Company is in arrears in the payment of dividends on any outstanding series of Preferred Shares without the approval of the holders of the Preferred Shares by resolution passed by the majority of holders of Preferred Shares.

The Board may also, by resolution, determine the maximum number of shares of any series of Preferred Shares, alter the Articles to create an identifying name by which the shares of any of the Preferred Shares may be identified and alter the Articles and authorize the alteration of the notice of articles to attach special rights or restrictions to Preferred Shares or to alter such special rights or restrictions, as follows, including without limitation: (a) the rate, amount or method of calculation of dividends, (b) whether such dividends are cumulative, partly cumulative or noncumulative, (c) the dates, manner and currency of payments of dividends and the date from which they accrue or become payable, (d) if redeemable or purchasable (whether at the option of the Company or holder of the Preferred Shares or otherwise), the redemption or purchase prices and currencies thereof and terms and conditions of redemption or purchase, with or without provision for sinking or similar funds, (e) the voting rights, if any and (f) any conversion, exchange or reclassification rights.

The Company, as of the date hereof, has no intention to issue Preferred Shares.

Corporate Finance Shares and Agent's Warrants

On Closing, the Company will issue to the Agent that number of Agent's Warrants equal to 8% of the Shares sold under the Offering (including any Over-Allotment Shares), other than in respect of Shares (including any Over-Allotment Shares) sold to purchasers on the President's List for which the Agent will receive the President's List Warrants. Each Agent's Warrant (including each President's List Warrant) is exercisable into one Broker Warrant Share for \$0.15 per Broker Warrant Share for a period of 24 months from the Closing Date.

The Company will also issue to the Agent 60,000 Corporate Finance Shares as part of the corporate finance fee.

The Agent's Warrants and the Corporate Finance Shares are qualified for distribution by this Prospectus.

NI 41-101 restricts the number of Qualified Compensation Securities to a maximum of 10% of the Shares (including any Over-Allotment Shares) sold under the Offering. For the purposes of this Offering any combination of the following, totaling up to 300,000 securities (up to 336,000 securities if the Over-Allotment Option is exercised in full), are Qualified Compensation Securities and are qualified for distribution by this Prospectus: (a) up to 60,000 Corporate Finance Shares; and (b) up to 240,000 Agent's Warrants (up to 276,000 Agent's Warrants if the Over-Allotment Option is exercised in full). To the extent that the Agent is entitled to

receive securities as compensation exceeding 10% of the Shares sold under the Offering (including any Over-Allotment Shares), those securities exceeding the 10% threshold will not be Qualified Compensation Securities, will not be qualified for distribution under this Prospectus and will be subject to a hold period of four months and one day in accordance with applicable securities laws.

CONSOLIDATED CAPITALIZATION

The following table outlines the consolidated capitalization of the Company as at September 30, 2020 and the date of this Prospectus, to reflect any material changes in the share and loan capital of the Company and both before and after giving effect to the Offering. The table should be read in conjunction with the audited financial statements of the Company, attached hereto as Schedule B.

Description	Authorized Amount	Outstanding as at September 30, 2020 (Audited)	Outstanding at the date of this Prospectus (Unaudited)	Outstanding after giving effect to the Offering (Unaudited)(5)
Common Shares	Unlimited	6,664,285	7,279,285	10,339,285(1)(2)(3)(4)(6)
Agent's Warrants	N/A	Nil	Nil	400,000
Options	10% rolling	Nil	Nil	Nil
Preferred Shares	Unlimited	Nil	Nil	Nil
Long Term Debt	Nil	Nil	Nil	Nil

(1) Assumes the issuance of 3,000,000 Shares under the Offering.

(2) Does not include any Common Shares issuable upon exercise of the Agent's Warrants.

(3) Expected to be subject to certain escrow and resale restrictions. See "Escrowed Securities".

(4) Does not include 200,000 Common Shares to be issued to the Optionor on the Effective Date pursuant to the Property Option Agreement.

(6) Includes 60,000 Corporate Finance Shares.

OPTIONS TO PURCHASE SECURITIES

Incentive Stock Options and Stock Option Plan

The Board approved the incentive stock option plan of the Company (the "Plan"), for the employees, directors, officers, consultants and employees of a person or company which provides management services to the Company or its subsidiary companies (the "Participants"), to grant such Participants stock options. The aggregate number of Common Shares that may be issuable pursuant to option grants under the Plan cannot exceed 10% of the Company's issued and outstanding Common Shares as at the date of grant. This is a "rolling" plan as the number of Common Shares reserved for issuance pursuant to the grant of stock options will increase as the Company's issued and outstanding number of Common Shares increases. Up to an aggregate of 1,033,929 Common Shares, representing approximately 10% of the proposed number of issued and outstanding Common Shares after completion of the Offering (assuming no exercise of the Over-Allotment Option), will be available for the grant of stock options under the Plan.

The Plan is administered by the Board and provides that the Board may grant options to purchase Common Shares on terms that the Board may determine, within the limitations of the Plan. The exercise price of an option issued under the Plan is determined by the Board, but may not be less than the closing market price of the Common Shares on the day preceding the date of granting of the option less any available discount, in accordance

⁽⁵⁾ Assumes no exercise of the Over-Allotment Option and assumes no President's List Warrants. If the Over-Allotment Option is exercised in full, 450,000 Over-Allotment Shares and an additional 36,000 Agent's Warrants will be outstanding after giving effect to the Offering.

with the policies of the Exchange (the "Discounted Market Price") or such other price as may be agreed to by the Company and accepted by the Exchange, provided that the exercise price for each optioned Common Share in respect of options granted within 90 days of a "distribution" by a "prospectus" (as such terms are defined in Exchange Policy 1.1) shall not be less than the greater of the Discounted Market Price and the price per Common Share paid by public investors for listed Common Shares of the Company under the "distribution" . No option may be granted for a term longer than 10 years. The options are not transferrable or assignable.

An option may expire on such earlier date or dates as may be fixed by the Board, subject to earlier termination in the event the optionee ceases to be eligible under the Plan by reason of death, retirement or otherwise. If an optionee ceases to be eligible under the Plan by reason of being dismissed from any such position, all unexercised option rights will be immediately terminated. If an optionee ceases to be eligible under the Plan by any reason other than termination for cause or as a result of death, the optionee will have a right for a period of the earlier of: (a) 90 days from the date of the optionee ceasing to be eligible and (b) the normal expiry date of the options, to exercise the options under the Plan, with all unexercised options terminating immediately upon expiration of such period.

The Plan provides for the following restrictions: (i) no Participant may be granted an option if that option would result in the total number of stock options granted to the Participants in the previous 12 months, exceeding 5% of the total number of issued and outstanding Common Shares unless the Company has obtained disinterested Shareholder approval in accordance with Exchange policies; (ii) the aggregate number of options granted to Participants conducting Investor Relations Activities (as defined in Exchange Policies) in any 12 month period must not exceed 2% of the issued and outstanding Common Shares, calculated at the time of grant; and, (iii) the aggregate number of options granted to any one consultant in any 12 month period must not exceed 2% of the issued and outstanding Common Shares, calculated at the time of grant. In addition, Options granted to consultants conducting Investor Relations Activities will vest over a period of 12 months as to 25% on the date that is three months from the date of grant, and a further 25% on each successive date that is three months from the date of the previous vesting or such longer vesting period as the Board may determine. Vesting of Options is otherwise at the discretion of the Board.

As at the date of this Prospectus, the Company has not granted any incentive stock options to purchase Common Shares pursuant to the Plan.

Agent's Warrants

Upon completion of the Offering, the Agent will receive an amount of the Agent's Warrants equal to 8% of the aggregate number of Shares (including any Over-Allotment Shares) sold under the Offering, other than in respect of Shares (including any Over-Allotment Shares) sold to purchasers under the President's List for which the Agent will receive an amount of the President's List Warrants equal to 2% of the aggregate Shares (including any Over-Allotment Shares) sold to subscribers under the President's List. Each Agent's Warrant (and each President's List Warrant) is exercisable into one Broker's Warrant Share at a price of \$0.15 per Broker's Warrant Share at any time on or before 24 months from the Closing Date.

NI 41-101 restricts the number of Qualified Compensation Securities to a maximum of 10% of the Shares (including any Over-Allotment Shares) sold under the Offering. For the purposes of this Offering any combination of the following, totaling up to 300,000 securities (up to 336,000 securities if the Over-Allotment Option is exercised in full), are Qualified Compensation Securities and are qualified for distribution by this Prospectus: (a) up to 60,000 Corporate Finance Shares; and (b) up to 240,000 Agent's Warrants (up to 276,000 Agent's Warrants if the Over-Allotment Option is exercised in full). To the extent that the Agent is entitled to receive securities as compensation exceeding 10% of the Shares sold under the Offering (including any Over-Allotment Shares), those securities exceeding the 10% threshold will not be Qualified Compensation Securities,

will not be qualified for distribution under this Prospectus and will be subject to a hold period of four months and one day in accordance with applicable securities laws.

There are no assurances that the Agent's Warrants will be exercised in whole, in part, or at all.

PRIOR SALES

The following table summarizes the sales of securities of the Company since incorporation.

	Price Per Common Share	Number of Common Shares Issued
Issue Date			Proceeds to the Company
July 29, 2020	\$0.005	2,000,000(1)	\$10,000
August 5, 2020	\$0.05	250,000(2)	\$12,500
August 20, 2020	\$0.05	2,700,000(3)	\$135,000
August 24, 2020	\$0.07	1,300,000(4)	\$91,000
September 14, 2020	\$0.07	414,285(5)	\$29,000
October 2, 2020	\$0.07	215,000(5)	\$15,050
November 23, 2020	\$0.07	400,000(5)	\$28,000
	TOTAL	7,279,285	\$320,550

(1) Subject to the Escrow Agreement pursuant to the escrow restrictions imposed by NP 46-201. See "Escrowed Securities".

(2) These Common Shares are subject to resale restrictions imposed by Exchange Policy 5.4 (as defined herein). See "Escrowed Securities".

(3) 250,000 of these Common Shares are subject to the Escrow Agreement pursuant to the escrow restrictions imposed by NP 46-201. 2,450,000 of these Common Shares are subject to resale restrictions imposed by Exchange Policy 5.4. See "Escrowed Securities".

(4) 250,000 of these Common Shares are subject to the Escrow Agreement pursuant to the escrow restrictions imposed by NP 46-201. 1,050,000 of these Common Shares are subject to resale restrictions imposed by Exchange Policy 5.4. See "Escrowed Securities".

(5) Subject to resale restrictions imposed by Exchange Policy 5.4. See "Escrowed Securities".

ESCROWED SECURITIES

Escrowed Securities

Under the applicable policies and notices of the Canadian Securities Administrators securities held by Principals, as that term is defined in NP 46-201, are required to be held in escrow in accordance with the national escrow regime applicable to initial public distributions. Equity securities, including Common Shares, owned or controlled by the Principals of the Company are subject to the escrow requirements.

Principals include all persons or companies that, on the completion of the Offering, fall into one of the following categories:

• (i) directors and senior officers of the Company;
• (ii) promoters of the Company during the two years preceding this Offering;
• (iii) those that own and/or control more than 10% of the Company's voting securities immediately before and after completion of this Offering and if they also have elected or appointed or have the right to elect or appoint one or more directors or senior officers of the Company or of a material operating subsidiary of the Company; and

(iv) those who own and/or control more than 20% of the Company's voting securities immediately before and after completion of this Offering.

A Principal's spouse and their relatives that live at the same address as the Principal will also be treated as Principals and any securities of the Company that they hold will also be subject to escrow requirements.

The Principals of the Company that will be subject to the Escrow Agreement (as defined herein) are Craig Taylor and Anthony Zelen.

Pursuant to an escrow agreement dated as of December 22, 2020 (the "Escrow Agreement"), among the Company, the Escrow Agent and the Principals of the Company holding securities of the Company (the "Escrowed Principals"), the Escrowed Principals agreed to deposit in escrow their Common Shares (the "Escrowed Securities") with the Escrow Agent. The Escrow Agreement provides that 10% of the Escrowed Securities will be released from escrow upon the Listing Date and that an additional 15% will be released therefrom every 6 month interval thereafter, over a period of 36 months.

The Company is an "emerging issuer" as defined in the applicable policies and notices of the Canadian Securities Administrators and if the Company achieves "established issuer" status during the term of the Escrow Agreement, it will "graduate" resulting in a catch-up release and an accelerated release of any securities remaining in escrow under the 18 month schedule applicable to established issuers as if the Company had originally been classified as an established issuer.

Pursuant to the terms of the Escrow Agreement, the Escrowed Securities may not be transferred or otherwise dealt with during the term of the Escrow Agreement unless the transfers or dealings within the escrow are:

• (i) transfers to continuing or, upon their appointment, incoming directors and senior officers of the Company or of a material operating subsidiary, with approval of the Company's board of directors;
• (ii) transfers to an RRSP or similar trustee plan provided that the only beneficiaries are the transferor or the transferor's spouse or children or parents;
• (iii) transfers upon bankruptcy to the trustee in bankruptcy;
• (iv) pledges to a financial institution as collateral for a loan, provided that upon a realization the securities remain subject to escrow; and
• (v) tenders of Escrowed Securities to a take-over bid are permitted provided that, if the tenderer is a Principal of the successor corporation upon completion of the take-over bid, securities received in exchange for tendered Escrowed Securities are substituted in escrow on the basis of the successor corporation's escrow classification.

The following table sets forth details of the Escrowed Securities that are subject to the Escrow Agreement as of the date of this Prospectus:

		Percentage	Percentage
Name	No. of Escrowed Common Shares(1)	(Prior to Giving Effect to the Offering)(2)	(After Giving Effect to the Offering)(3)
Craig Taylor	1,650,000	22.67%	15.96%
Anthony Zelen	850,000	11.68%	8.22%
Total:	2,500,000	34.34%	24.18%

(1) These Escrowed Securities have been deposited in escrow with the Escrow Agent pursuant to the Escrow Agreement. The Escrow Agreement provides that 10% of the Escrowed Securities will be released from escrow upon the Listing Date and that an additional 15% will be released therefrom every 6 month interval thereafter, over a period of 36 months. No Preferred Shares have been issued.

• (2) Calculated based on 7,279,285 Common Shares issued and outstanding.
• (3) Calculated based on the aggregate number of issued and outstanding Common Shares after completion of the Offering totaling 10,339,285 Common Shares (including the Corporate Finance Shares and assuming the Over-Allotment Option and Agent's Warrants (including President's List Warrants) are not exercised).

Shares Subject to Resale Restrictions

Common Shares that are issued to non-Principals of the Company prior to completion of the Offering ("Seed Shares") may be subject to escrow restrictions or hold periods imposed by Exchange Policy 5.4 - Escrow, Vendor Considerations and Resale Restrictions ("Policy 5.4"). A total of 4,779,285 Common Shares are Seed Shares subject to resale restrictions under Policy 5.4 as follows:

Common Shares	Resale Restrictions
2,700,000 Common Shares issued at \$0.05	20% of total released on the Closing Date and 20% of
per	the total released every month thereafter, resulting in
Common Share	total release 4 months after the Closing Date
2,079,285	20% of total released on the Closing Date
Common Shares issued at \$0.07	and 20% of
per	the total released every month thereafter, resulting in
Common Share	total release 4 months after the Closing Date

PRINCIPAL SHAREHOLDERS

The following table sets forth, to the best of the Company's knowledge, as of the date hereof, the only persons or companies who beneficially own (and not of record), directly or indirectly, or exercise control or direction over, directly or indirectly, 10% or more of the issued and outstanding Common Shares before and after giving effect to the Offering:

Prior to the Offering		After Giving Effect to the Offering
Name	Number of Common Shares of Record and Beneficially Owned Directly or Indirectly	Percentage of Common Shares Held	Number of Common Shares of Record and Beneficially Owned Directly or Indirectly	Percentage of Common Shares Held(1)	Percentage of Common Shares Held(2)
Craig Taylor	1,650,000	22.67%	1,650,000	15.96%	14.91%
Anthony Zelen	850,000(3)	11.68%	850,000	8.22%	7.68%

(1) Calculated based on the aggregate number of issued and outstanding Common Shares after completion of the Offering totaling 10,339,285 Common Shares (including the Corporate Finance Shares and assuming the Over-Allotment Option is not exercised).

(2) On a fully-diluted basis, assuming completion of the Offering, full exercise of the Over-Allotment Option and the exercise of all the Agent's Warrants (and excluding the President's Lists Warrants), the aggregate number of issued and outstanding Common Shares would total 11,065,285 Common Shares. Does not include the 200,000 Common Shares issuable on the Effective Date pursuant to the Property Option Agreement

(3) 500,000 of these Common Shares are held by Zelen Consulting Inc., a private company owned and controlled by Anthony Zelen.

DIRECTORS AND OFFICERS

Each director of the Company holds office until the next annual general meeting of the shareholders or until his successor is duly elected or appointed, unless his office is earlier vacated in accordance with the articles of the Company or he becomes disqualified to act as a director. As at the date of this Prospectus, the number and percentage of Common Shares beneficially owned, or controlled or directed, directly or indirectly, by the directors and officers of the Company as a group is 2,500,000 or 34.34% of the current issued and outstanding Common Shares. Upon Closing of the Offering, assuming the Agent has not exercised the Agent's Warrants and none of the directors or officers purchase any of the Shares, the number and percentage of the Common Shares beneficially owned, or controlled or directed, directly or indirectly, by all of the directors and officers of the Company will be 2,500,000 or 24.18% (assuming no exercise of the Over-Allotment Option) of the then current issued and outstanding Common Shares.

The names, municipality of residence, position within the Company and the present and principal occupations for the past five years of each of the directors and officers of the Company are set forth in the following table.

Name and Province of Residence and Position with the Company	Director/ Officer Since	Principal Occupation for the Past Five Years	Common Shares Beneficially Owned Directly or Indirectly (at the date of this Prospectus)(2)
Craig Taylor(1) British Columbia, Canada Chief Executive Officer and Director	Director and Officer since July 29, 2020	CEO and Director of Defense Metals Corp.; and President and CEO of Vanville Projects Ltd.	1,650,000(3) (22.67%)
Ryan Cheung British Columbia, Canada Chief Financial Officer and Corporate Secretary	Officer since July 29, 2020	Owner and founder of MCPA Services Inc., Chartered Professional Accountants.	Nil
Anthony Zelen(1) British Columbia, Canada Director	Director since July 29, 2020	President of Zelen Consulting Inc., a private company providing consulting services to public and private companies.	850,000(3)(4) (11.68%)
Alan Hitchborn, P. Geo.(1) British Columbia, Canada Director	Director since July 29, 2020	Mr. Hitchborn is a professional geologist who provides geological services to private and public resource companies including all aspects of geology and exploration.	Nil
Isidro Flores Vasquez Sonora, Mexico Director	Director since July 29, 2020	Mr. Vasquez provides project generation and evaluation services to resource companies, including managing drilling programs, and performing all aspects of resource delineation.	Nil

(1) Denotes a member of the Audit Committee of the Company.

(2) Based on 7,279,285 Common Shares issued and outstanding as of the date of this Prospectus.

(3) Subject to the Escrow Agreement pursuant to the escrow restrictions imposed by NP 46-201. See "Escrowed Securities".

(4) 500,000 of these Common Shares are held by Zelen Consulting Inc., a private company owned and controlled by Anthony Zelen.

The term of office of the directors expires annually at the time of the Company's next annual general meeting of shareholders.

After completion of the Offering, these directors and officers, as a group, will own or exercise control over 2,500,000 issued and outstanding Common Shares (assuming these directors and officers do not purchase Shares or Over-Allotment Shares), which will represent 24.18% of the outstanding Common Shares upon completion of the Offering.

The following is a brief description of the background of the key management, directors and promoters of the Company.

Craig Taylor, Chief Executive Officer, Director and Promoter

Craig Taylor is the CEO and a Director of the Company. Mr. Taylor is also the CEO and a director of Defense Metals Corp., a rare earth elements exploration and development company with its project located in British Columbia. Mr. Taylor has been a director and officer of several public companies and he also is the President of a private real estate holdings company.

Mr. Taylor will devote approximately 30% of his time to the affairs of the Company. Mr. Taylor is a consultant to the Company and has not entered into a non-competition or non-disclosure agreement with the Company and is 51 years of age.

Ryan Cheung, Chief Financial Officer and Corporate Secretary

Ryan Cheung, CPA, CA, is founder of MCPA Services Inc. Chartered Professional Accountants, providing accounting, management, securities regulatory compliance services to private and public-listed companies. Mr. Cheung also serves as an officer and/or director of a number of public-listed companies, including several mineral exploration companies. Mr. Cheung holds a Bachelor of Commerce degree from the University of Victoria and is a member of the Chartered Professional Accountants of British Columbia.

Mr. Cheung will devote approximately 10% of his time to the affairs of the Company.

Mr. Cheung is a consultant to the Company and has not entered into a non-competition or non-disclosure agreement with the Company and is 42 years of age.

Anthony Zelen, Director

Anthony Zelen is a director of the Company. Mr. Zelen has over 23 years of experience in finance, investor relations, start-ups and corporate development. He has served as a director and officer for a number of public companies listed both in the United States and Canada in roles relating to investor relations, public relations, financing and strategic marketing for companies in the technology, mining and oil and gas sectors. Mr. Zelen received an undergraduate degree from Simon Fraser University.

Mr. Zelen will devote approximately 15% of his time to the affairs of the Company. Mr. Zelen is a consultant to the Company and has not entered into a non-competition or non-disclosure agreement with the Company and is 49 years of age.

Alan Hitchborn, Director

Alan Hitchborn is a professional geologist with degree from University of Nevada-Reno, Mackie School of Mines. Mr. Hitchborn has over 40 years of experience with a background in drilling, corporate development, and high-level management. Mr. Hitchborn acted as Chief Geologist at Placer Dome's Bald Mountain gold mine in Nevada for over a decade starting in 1986. He also was a senior geologist with Placer's Resource Estimation

Group. Later, Mr. Hitchborn became VP-Exploration and GM of Mexico Operations for Kimber Resources for 8 years acting for the company from its earliest acquisitions, its TSX-V listing, and participated actively in all the company's fund-raising efforts as well as deployment of over 60 workers/contactors and was involved in all aspects of negotiated land agreements, and community relations, and exploration programs. More recently, Mr. Hitchborn acted for Aura Minerals responsible for exploration programs and mine site geologic teams in Brazil, Honduras, and Mexico. He also acted for Frontera Mining Corp. from 2011 to 2019 responsible for all aspects of geology and exploration as well as resource estimate efforts leading to drilling and development of copper reserves.

Mr. Hitchborn will devote approximately 15% of his time to the affairs of the Company. Mr. Hitchborn is a consultant to the Company and has not entered into a non-competition or non-disclosure agreement with the Company and is 66 years of age.

Isidro Flores Vasquez, Director

Isidro Flores Vasquez is a director of the Company. Mr. Vasquez received both Bachelor and Master degrees from the University of Sonora in Mexico in 2001 and 2006 respectively. He currently provides project generation and evaluation services to the BHP-Riverside Alliance in Sonora, Mexico. Mr. Vasquez has acted as management of exploration staff, designed and run drilling programs, and performed all aspects of resource delineation for several junior mining entities in Mexico and Venezuela.

Mr. Vasquez will devote approximately 10% of his time to the affairs of the Company. Mr. Vasquez is a consultant to the Company and has not entered into a non-competition or nondisclosure agreement with the Company and is 43 years of age.

Corporate Cease Trade Orders or Bankruptcies

Other than as described below, as at the date of this Prospectus, no director or executive officer of the Company is, or within the ten years prior to the date of this Prospectus has been a director, chief officer or chief financial officer of any company (including the Company), that:

• (a) was subject to a cease trader order, an order similar to a cease trade order or an order that that denied the relevant company access to any exemption under securities legislation that was in effect for a period of more than 30 consecutive days (an "Order") that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer; or
• (b) was subject to an Order that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

Mr. Ryan Cheung, while acting as chief financial officer of DMG Blockchain Solutions Inc. ("DMG"), DMG was subject to a failure-to-file financial statements cease trade order ("FFCTO") issued by the regulator in each of British Columbia and Ontario on February 1, 2019. The FFCTO was revoked on August 28, 2019.

Mr. Ryan Cheung was also formerly the chief financial officer, chief executive officer and a director of Xemplar Energy Corp. ("Xemplar") which is subject to a cease trade order issued by the Alberta Securities Commission on August 7, 2015 relating to the failure to file Xemplar's audited annual financial statements, the annual management's discussion and analysis and the certification of annual filings for the year ended December 31, 2014 and, the failure to file Xemplar's interim unaudited financial statements, interim management's discussion and analysis and certification of interim filings for the period ended March 31, 2015. The cease trade order has not been revoked as of the date of this Prospectus. Mr. Cheung resigned as chief financial officer on April 30, 2013 and resigned as chief executive officer and director on April 28, 2015.

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

Penalties or Sanctions

No director, officer, or shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

Personal Bankruptcies

No existing or proposed director, officer, or shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company has, during the ten years prior to the date hereof, become bankrupt or made a proposal under any legislation relating to bankruptcy or insolvency or has been subject to or instituted any proceedings, arrangement, or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold his or her assets.

Conflicts of Interest

The directors and officers of the Company will not be devoting all of their time to the affairs of the Company. In particular, the Chief Executive Officer, as to 35% and the Chief Financial Officer, as to 15%, of the Company will only be devoting part of their time to the affairs of the Company. The directors and officers of the Company are directors and officers of other companies, some of which are in the same business as the Company. The directors and officers of the Company are required by law to act in the best interests of the Company. They have the same obligations to the other companies in respect of which they act as directors and officers. Discharge by the directors and officers of their obligations to the Company may result in a breach of their obligations to the other companies, and in certain circumstances this could expose the Company to liability to those companies. Similarly, discharge by the directors and officers of their obligations to the other companies could result in a breach of their obligation to act in the best interests of the Company. Such conflicting legal obligations may expose the Company to liability to others and impair its ability to achieve its business objectives.

AUDIT COMMITTEE AND CORPORATE GOVERNANCE

Audit Committee

National Instrument 52-110 – Audit Committees ("NI 52-110"), NI 41-101 and Form 52-110F2 require the Company, as a venture issuer, to disclose certain information relating to the Company's audit committee (the "Audit Committee") and its relationship with the Company's independent auditors.

Audit Committee Charter

The text of the Audit Committee's charter is attached as Schedule A.

Composition of Audit Committee

The members of the Company's Audit Committee are:

Craig Taylor	Not Independent	Financially literate(2)
Anthony Zelen(3)	Independent(1)	Financially literate(2)
Alan Hitchborn	Independent(1)	Financially literate(2)

(1) A member of an audit committee is independent if the member has no direct or indirect material relationship with the Company, which could, in the view of the Board, reasonably interfere with the exercise of a member's independent judgment.

• (2) An individual is financially literate if he has the ability to read and understand a set of financial statements that present a breadth of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company's financial statements.
• (3) Chair of the Audit Committee.

Relevant Education and Experience

Each member of the Company's present Audit Committee has adequate education and experience that is relevant to their performance as an Audit Committee member and, in particular, the requisite education and experience that have provided the member with:

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

Craig Taylor: Mr. Taylor is the CEO and a director of Defense Metals Corp. (TSXV: DEFN) and he also serves on its audit committee. He has also served as a director and officer of several public and private companies.

Anthony Zelen: Mr. Zelen has over 23 years of experience in finance, investor relations, start-ups and corporate development. He has served as a director and officer for a number of public companies listed both in the United States and Canada.

Alan Hitchborn: Mr. Hitchborn has over 40 years of exploration and mining experience working with public and private resource companies, including project management and budgeting where he has gained the knowledge and financial skills required for an exploration company including analyzing and consulting on financial statements in the exploration industry.

See "Directors and Officers" for further details.

Audit Committee Oversight

At no time since the commencement of the Company's most recently completed financial year was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Company's board of directors.

Reliance on Certain Exemptions

At no time since the commencement of the Company's most recently completed financial year has the Company relied on the exemption in Sections 2.4, 6.1.1(4), (5) and (6) of NI 52-110, or an exemption from NI 52-110, in whole or in part, granted under Part 8 of National Instrument 52-110.

Pre-Approval Policies and Procedures

The Audit Committee is authorized by the Company's board of directors to review the performance of the Company's external auditors and approve in advance provision of services other than auditing and to consider the independence of the external auditors, including a review of the range of services provided in the context of all consulting services bought by the Company. The Audit Committee is authorized to approve in writing any non-audit services or additional work which the Chairman of the Audit Committee deems is necessary, and the Chairman will notify the other members of the Audit Committee of such non-audit or additional work and the reasons for such non-audit work for the Committee's consideration, and if thought fit, approval in writing.

External Auditor Service Fees

The fees billed by the Company's external auditors during the financial period from incorporation date of July 29, 2020 to September 30, 2020 for audit and non-audit related services provided to the Company are as follows:

From Incorporation July 29, 2020 to September 30, 2020	Audit Fees	Audit Related Fees(1)	Tax Fees(2)	All other Fees(3)
September 30	\$12,000	-	-	-

(1) Fees charged for assurance and related services that are reasonably related to the performance of an audit, and not included under Audit Fees.

(2) Fees charged for tax compliance, tax advice and tax planning services.

(3) Fees for services other than disclosed in any other column.

Exemption

The Company has relied upon the exemption provided by section 6.1 of NI 52-110, which exempts a venture issuer from the requirement to comply with the restrictions on the composition of its Audit Committee and the disclosure requirements of its Audit Committee in an annual information form as prescribed by NI 52-110.

Corporate Governance

General

The Company's Board believes that good corporate governance improves corporate performance and benefits all shareholders. National Policy 58-201 - Corporate Governance Guidelines provides non-prescriptive guidelines on corporate governance practices for reporting issuers such as the Company. In addition, National Instrument 58-101 - Disclosure of Corporate Governance Practices ("NI 58-101") prescribes certain disclosure by the Company of its corporate governance practices. This disclosure is presented below.

Board of Directors

The Company's Board facilitates its exercise of independent supervision over the Company's management through frequent meetings of the board of directors.

The Company's Board is comprised of four (4) directors, of whom each of Anthony Zelen, Alan Hitchborn, and Isidro Vasquez are independent for the purposes of NI 58-101. Craig Taylor is not independent as Mr. Taylor serves as the Chief Executive Officer of the Company.

Directorships

Certain of the Company's directors are also currently directors of other reporting issuers as follows:

Name	Reporting Issuer
Craig Taylor	Defense Metals Corp. (TSXV: DEFN) Aphelion Capital Corp. (TSXV: APHE.P)
Anthony Zelen	Jessy Ventures Corp. (TSXV: SARG.P) Paloma Resources (TSXV: PLO.H) QMC Minerals (TSXV: QMC) Pure Extraction Corp. (TSXV: PURX) Hollister Biosciences Inc. (CSE: DEFN) New Wave Holdings Corp. (CSE: SPOR)

Orientation and Continuing Education

New members of the Board receive an orientation package which includes reports on operations and results, and public disclosure filings by the Company. Meetings of the Board are sometimes held at the Company's offices and, from time to time, are combined with presentations by the Company's management to give the directors additional insight into the Company's business. In addition, management of the Company makes itself available for discussion with all members of the Board.

Ethical Business Conduct

The Board has found that the fiduciary duties placed on individual directors by the Company's governing corporate legislation and the common law and the restrictions placed by applicable corporate legislation on an individual director's participation in decisions of the Board in which the director has an interest have been sufficient to ensure that the Board operates independently of management and in the best interests of the Company.

Nomination of Directors

The Board considers its size each year when it considers the number of directors to recommend to the shareholders for election at the annual meeting of shareholders, taking into account the number required to carry out the Board's duties effectively and to maintain a diversity of view and experience.

The Board does not have a nominating committee, and these functions are currently performed by the Board as a whole. However, if there is a change in the number of directors required by the Company, this policy will be reviewed.

Compensation

The Board is responsible for determining compensation for the directors of the Company to ensure it reflects the responsibilities and risks of being a director of a public company.

Other Board Committees

The Board has no committee other than the Audit Committee.

Assessments

Due to the minimal size of the Company's Board, no formal policy has been established to monitor the effectiveness of the directors, the Board and its committees.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The purpose of this Compensation Discussion and Analysis is to provide information about the Company's executive compensation objectives and processes and to discuss compensation decisions relating to its Named Executive Officers ("NEO") listed in the summary compensation table that follows. During its fiscal year ended September 30, 2020, the following individuals were NEOs (as determined by applicable securities legislation) of the Company:

Craig Taylor – Chief Executive Officer

Ryan Cheung – Chief Financial Officer and Corporate Secretary

As of the date of this Prospectus, the Company's directors have not established any benchmark or performance goals to be achieved or met by the NEOs, however, such NEOs are expected to carry out their duties in an effective and efficient manner so as to advance the business objectives of the Company. The satisfactory discharge of such duties is subject to ongoing monitoring by the Company's directors.

Notwithstanding the foregoing, given that the Company has not, as of yet, generated any significant income or cash flow from operations and operates with limited financial resources to ensure that funds are available to complete scheduled programs, the Board has to consider not only the financial situation of the Company at the time of the determination of executive compensation, but also the estimated financial situation in the mid and long term. An important element of executive compensation is the grant of incentive stock options by the Company to its employees, directors and officers which do not require cash disbursement by the Company. See "Summary Compensation Table" below.

Compensation Objectives and Principles

In assessing the compensation of its executive officers, the Company does not have in place any formal objectives, criteria or analysis; compensation payable is currently determined by the Board.

The primary goal of the Company's executive compensation process is to attract and retain the key executives necessary for the Company's long term success, to encourage executives to further the development of the Company and its operations and to motivate qualified and experienced executives. The key elements of executive compensation awarded by the Company are: (i) base salary; (ii) potential annual incentive awards; and (iii) incentive stock options. The Board is of the view that all elements should be considered rather than any single element. The Board has not considered the implications of the risk associated with the Company's compensation policies and practices. The compensation program is designed to reward each executive based on individual, business and corporate performance and is also designed to incentivize such executives to drive the annual and long-term business goals of the organization.

For executive officers who are offered compensation, such compensation will primarily be comprised of a base salary, fees and/or stock options to purchase Common Shares.

Incentive Plan Awards - Option Based Awards

Options to purchase Common Shares are intended to align the interests of the Company's directors and officers with those of its shareholders, to provide a long term incentive that rewards these individuals for their contribution to the creation of shareholder value and to reduce the cash compensation the Company would otherwise have to pay. The Company's Stock Option Plan is administered by the Board. The Board also considers previous grants of options and the overall number of options that are outstanding relative to the number of outstanding Common Shares in determining whether to make any new grants of options and the size and terms of any such grants, as well as the level of effort, time, responsibility, ability, experience and level of commitment of the officer in determining the level of incentive stock option compensation.

Benefits and Perquisites

The Company does not, as of the date of this Prospectus, offer any benefits or perquisites to its NEOs other than entitlement to incentive stock options as otherwise disclosed and discussed herein.

Summary Compensation Table

The following table sets out information concerning: (i) the compensation to be paid to each of the Company's NEOs and Directors for the financial year ending September 30, 2020; and (ii) the expected compensation to be paid to each of the Company's NEOs and directors for the financial year ending September 30, 2021.

Table of compensation excluding compensation securities
Name and position	Year Ended(1)	Salary, consulting fee, retainer or commission (\$)(2)	Bonus (\$)	Committee or meeting fees (\$)	Value of perquisites (\$)	Value of all other compensation (\$)	Total compensation (\$)
Craig Taylor	2020	Nil	Nil	Nil	Nil	Nil	Nil
CEO and Director	2021	-	-	-	-	-	-
Ryan Cheung	2020	\$7,500	Nil	Nil	Nil	Nil	\$7,500
CFO & Corporate Secretary	2021	\$18,000	-	-	-	-	\$18,000
Alan Hitchborn	2020	Nil	Nil	Nil	Nil	Nil	Nil
Director	2021	-	-	-	-	-	-
Anthony Zelen	2020	Nil	Nil	Nil	Nil	Nil	Nil
Director	2021	-	-	-	-	-	-
Isidro Vasquez	2020	Nil	Nil	Nil	Nil	Nil	Nil
Director	2021	-	-	-	-	-	-

Note:

(1) Year ended September 30.

(2) Director fees may be paid in the future, however, as at the date of this Prospectus there are no director fees expected to be paid. The Company expects to grant stock options to directors in the future.

Options and Other Compensation Securities

No share-based or option-based awards were granted to any NEO or Director during the period from incorporation on July 29, 2020 to the end of the most recently completed financial year ended September 30, 2020.

Pension Plan Benefits

The Company does not offer any pension plan benefits to its NEOs.

Termination and Change of Control Benefits

The Company is not a party to any contract, agreement, plan or arrangement with its NEOs that provide for payments to NEOs at, following or in connection with any termination (whether voluntary, involuntary or constructive) resignation or retirement, or as a result of a change in control of the Company or a change in a NEOs responsibilities.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

None of the directors, executive officers or employees of the Company or former directors, executive officers or employees of the Company or its subsidiaries had any indebtedness outstanding to the Company or any of the subsidiaries as at the date hereof and no indebtedness of these individuals to another entity is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of the subsidiaries as at the date hereof. Additionally, no individual who is, or at any time during the Company's last financial year was, a director or executive officer of the Company, proposed management nominee for director of the Company or associate of any such director, executive officer or proposed nominee is as at the date hereof, or at any time since the beginning of the Company's last financial year has been, indebted to the Company or any of its subsidiaries or to another entity where the indebtedness to such other entity is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of its subsidiaries, including indebtedness for security purchase or any other programs.

PLAN OF DISTRIBUTION

Shares

Pursuant to the Agency Agreement, the Company has appointed the Agent to offer for sale on a commercially reasonable efforts basis in British Columbia, Alberta and Ontario a minimum of 3,000,000 Shares at a price of \$0.15 per Share (and up to an additional 450,000 Over-Allotment Shares at the Offering Price if the Over-Allotment Option is exercised in full).

The completion of the Offering is subject to the Minimum Offering of 3,000,000 Shares. If subscriptions representing the Minimum Offering are not received within 90 days of the issuance of a receipt for the final Prospectus, or if a receipt has been issued for an amendment to the final Prospectus, within 90 days of the issuance of such receipt and in any event not later than 180 days from the date of receipt for the final Prospectus, the Offering will cease. The Agent, pending closing of the Minimum Offering, will hold in trust all subscription funds received pursuant to the provisions of the Agency Agreement. If the Minimum Offering is not completed, the subscription proceeds received by the Agent in connection with the Offering will be returned to the subscribers without interest or deduction, unless the subscribers have otherwise instructed the Agent.

The Company has granted to the Agent an Over-Allotment Option, exercisable, in whole or in part, at the sole discretion of the Agent, at any time not later than the 30th day following the Closing Date, to arrange for the purchase of up to an additional 450,000 Over-Allotment Shares, representing approximately 15% of the number of Shares sold under the Offering at a price of \$0.15 per Over-Allotment Share, to cover over-allotments, if any, in connection with the sale of the Shares under this Prospectus and for market stabilization purposes. If the Over-Allotment Option is exercised in full, the total gross proceeds, Agent's Commission and net proceeds to the Company will be \$517,500, \$41,400 and \$476,100, respectively. A purchaser who acquires Over-Allotment Shares forming part of the Agent's over-allocation position acquires those securities under this Prospectus, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. This Prospectus qualifies the grant of the Over-Allotment Option and the distribution of the Over-Allotment Shares issuable upon exercise of the Over-Allotment Option.

The Company has applied to list the Common Shares distributed under this Prospectus, including the Shares, Broker Warrant Shares, Corporate Finance Shares and Over-Allotment Shares, on the Exchange. The listing is subject to the Company fulfilling all the listing requirements of the Exchange, including prescribed distribution requirements. The listing of the Common Shares on the Exchange is a condition of closing of this Offering. There can be no assurance that the Company will meet all the listing requirements of the Exchange.

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

None of the securities comprising the Shares have been or will be registered under the U.S. Securities Act, or any state securities laws, and accordingly may not be offered, sold or delivered within the United States (as such term is defined in Regulation S under the U.S. Securities Act) except in transactions exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws. Except as permitted in the Agency Agreement, and as expressly permitted by applicable laws of the United States, the Agent will not offer, sell or deliver the Shares within the United States.

Subject to the Minimum Offering being sold, the Agent will receive the Commission equal to 8% of the gross proceeds of Shares sold under the Offering (including any Over-Allotment Shares sold), other than in respect of Shares (including any Over-Allotment Shares) sold under the Offering to purchasers on the President's List for which the Agent will receive the President's List Commission. The Commission (including the President's List Commission) will be paid from the proceeds raised from the Offering (including proceeds from any exercise of the Over-Allotment Option).

Upon completion of the Offering, the Agent will receive Agent's Warrants entitling it to acquire that number of Broker Warrant Shares equal to 8% of the aggregate number of Shares (including any Over-Allotment Shares) sold under the Offering, other than in respect of Shares (including any Over-Allotment Shares) sold under the Offering to purchasers on the President's List for which the Agent will receive the President's List Warrants. Each Agent's Warrant (including each President's List Warrant) is exercisable into one Broker Warrant Share at \$0.20 per Broker Warrant Share for up to 24 months from the Closing Date.

The Company, on completion of the Offering, will pay the Agent a \$16,000 Corporate Finance Cash Fee and 60,000 Corporate Finance Shares. The Agent will also be reimbursed for its reasonable expenses including the fees and disbursements of its legal counsel.

The Agent's Warrants and the Corporate Finance Shares are qualified for distribution under this Prospectus as Qualified Compensation Securities.

NI 41-101 restricts the number of Qualified Compensation Securities to a maximum of 10% of the Shares including any Over-Allotment Shares sold under the Offering. For the purposes of this Offering any combination of the following, totaling 300,000 securities (up to 336,000 securities if the Over-Allotment Option is exercised in full), are Qualified Compensation Securities and are qualified for distribution by this Prospectus: (a) up to 60,000 Corporate Finance Shares; and (b) up to 240,000 Agent's Warrants, including any President's List Warrants (up to 276,000 Agent's Warrants if the Over-Allotment Option is exercised in full). To the extent that the Agent is entitled to receive securities as compensation exceeding 10% of the Shares (including any Over-Allotment Shares) sold under the Offering, those securities exceeding the 10% threshold will not be Qualified Compensation Securities, will not be qualified for distribution under this Prospectus and will be subject to a hold period of four months and one day in accordance with applicable securities laws.

For completing the Offering, the Agent will be granted a customary right of first refusal to provide the services, based upon industry standard terms, to lead any future brokered financing conducted by the Company for a period twelve (12) months from completion of the Offering.

Other than as disclosed in this Prospectus, there are no payments in cash, securities or other consideration being made, or to be made, to a promoter, finder or any other person or Company in connection with the Offering.

In accordance with applicable laws and policies, the Agent may effect transactions that stabilize or maintain the market price of the Company's Common Shares at a level other than which might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time.

The directors, officers and other insiders of the Company may purchase Shares under this Offering.

The Offering Price of the Shares was set by arm's length negotiations between the Company and the Agent.

It is expected that share certificates evidencing the Shares (and the Over-Allotment Shares) in definitive form will be available for delivery at the closing of the Offering unless the Agent elects for electronic delivery through the non-certificated inventory ("NCI") system of CDS Clearing and Depository Services Inc. ("CDS") or its nominee. If delivered in NCI form, purchasers of Shares will receive only a customer confirmation from the registered dealer that is a CDS participant and from or through which the Shares were purchased.

RISK FACTORS

AN INVESTMENT IN THE SHARES IS SPECULATIVE IN NATURE AND INVOLVES A HIGH DEGREE OF RISK. IN ADDITION TO THE OTHER INFORMATION PRESENTED IN THIS PROSPECTUS, PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS IN EVALUATING AN INVESTMENT IN THE SHARES.

A purchase of any of the securities of the Company involves a high degree of risk and should be undertaken only by purchasers whose financial resources are sufficient to enable them to assume such risks and who have no need for immediate liquidity in their investment. An investment in the securities of the Company should not constitute a major portion of an individual's investment portfolio and should only be made by persons who can afford a total loss of their investment. Prospective purchasers should evaluate carefully the following risk factors associated with an investment in the Company's securities prior to purchasing any of the securities.

Prospective investors should consult with their professional advisors to assess an investment in the Company.

The risks discussed below also include forward‐looking statements and actual results may differ substantially from those discussed in these forward-looking statements. See "Cautionary Statement Regarding Forward-Looking Statements" in this Prospectus.

The securities offered by this Prospectus must be considered speculative, generally because of the nature of the Company's business. In particular:

Exploring mineral properties is high risk

The Company is in the business of exploring mineral properties, which is a highly speculative endeavour. A purchase of any of the securities offered hereunder involves a high degree of risk and should be undertaken only by purchasers whose financial resources are sufficient to enable them to assume such risks and who have no need for immediate liquidity in their investment. The Offering Price of the Shares issuable under this Offering significantly exceeds the net tangible book value per Common Share. An investment in the securities offered hereunder should not constitute a major portion of an individual's investment portfolio and should only be made by persons who can afford a total loss of their entire investment. Prospective purchasers should evaluate carefully the following risk factors associated with an investment in the Company's securities prior to purchasing any of the securities offered hereunder.

Insufficient Capital

The Company does not currently have any revenue producing operations and may, from time to time, report a working capital deficit. To maintain its activities, the Company will require additional funds which may be obtained either by the sale of equity capital or by entering into an option or joint venture agreement with a third party providing such funding. There is no assurance that the Company will be successful in obtaining such additional financing; failure to do so could result in the loss of the Company's interest in the Kalum Property.

Limited Operating History

The Company is an early stage company and the Kalum Property is an exploration stage property. As such, the Company will be subject to all of the business risks and uncertainties associated with any new business enterprise, including under-capitalization, cash shortages, limitations with respect to personnel, financial and other resources and lack of revenues. The current state of the Kalum Property requires significant additional expenditures before any cash flow may be generated. There is no assurance that the Company will be successful in achieving a return on shareholders' investment and the likelihood of success of the Company must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered in connection with the establishment of any business.

An investment in the Common Shares carries a high degree of risk and should be considered speculative by purchasers. There is little probability of dividends being paid on the Common Shares.

Lack of Operating Cash Flow

The Company currently has no source of operating cash flow and is expected to continue to do so for the foreseeable future. The Company's failure to achieve profitability and positive operating cash flows could have a material adverse effect on its financial condition and results of operations. If the Company sustains losses over an extended period of time, it may be unable to continue its business. Further exploration and development of the Kalum Property will require the commitment of substantial financial resources. It may be several years before the Company will generate any revenues from operations, if at all. There can be no assurance that the Company will realize revenue or achieve profitability.

There is not presently an active market for the Company's Common Shares

There is currently no market for the securities offered by the Company and there can be no assurance that an active market will develop or be sustained after the Offering. The lack of an active public market could have a material adverse effect on the price of the Company's Common Shares. The Offering Price of the Shares to the public was established by arm's length negotiation between the Company and the Agent, and may not be indicative of fair market value or future market prices.

The future price of the Company Common Shares will vary depending on factors unrelated to the Company's performance or intrinsic fair value

The market price of a publicly-traded stock is affected by many variables not directly related to the corporate performance of the Company, including the market in which it is traded, the strength of the economy generally, the availability of the attractiveness of alternative investments, and the breadth of the public market for the stock. The effect of these and other factors on the market price of the Common Shares on the Exchange in the future cannot be predicted.

The Company's ability to discovery commercial quantities of ore is uncertain

Exploration for minerals is a speculative venture necessarily involving some substantial risk. The program proposed by the Company is an exploratory search for ore. There is no certainty that the expenditures to be made by the Company in the acquisition and exploration of the interests described herein will result in discoveries of commercial quantities of ore. The Kalum Property does not contain any known body of commercial ore.

The Company's ability to market ore discovered by the Company is uncertain and dependent on variables beyond the Company's control and subject to a high degree of variability and uncertainty

Resource exploration and development is a speculative business and involves a high degree of risk. The marketability of natural resources which may be acquired or discovered by the Company will be affected by numerous factors beyond the control of the Company. These factors include market fluctuations, the proximity and capacity of natural resource markets and processing equipment, government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in the Company not receiving an adequate return on invested capital.

The Company's ability to develop commercially marketable ore depends on variables that are unknown at this time

The grade of any ore ultimately mined from a mineral deposit may differ from that produced from drilling results. Production volumes and costs can be affected by such factors as the proximity and capacity of processing facilities, permitting regulations and requirements, weather, environmental factors, unforeseen technical difficulties, unusual or unexpected geological formations and work interruptions. Short-term factors relating to ore reserves, such as the need for orderly development of ore bodies or the processing of new or different grades, may also have an adverse effect on the results of operations. Moreover, there can be no assurance that minerals recovered in small scale laboratory tests will be achieved under production scale conditions. Although precautions to minimize risks will be taken, processing operations are subject to hazards such as equipment failure or failure of tailings impoundment facilities, which may result in environmental pollution and consequent liability.

Some aspects of the Company's operations entail risk that cannot be insured against or may not be covered by insurance

Mining operations generally involve a high degree of risk. The Company may become subject to liability for pollution, cave-ins or hazards against which it cannot insure or against which it may elect not to insure. The payment of such liabilities may have a material adverse effect on the Company's financial position.

The calculation of the economic value of ore is subject to a high degree of variability and uncertainty

There is a degree of uncertainty attributable to the calculation of reserves, resources and corresponding grades being dedicated to future production. Until reserves or resources are actually mined and processed, the quantity of reserves or resources and grades must be considered as estimates only. In addition, the quantity of reserves or resources may vary depending on metal prices. Any material change in the quantity of reserves, resource grade or stripping ratio may affect the economic viability of the Company's properties. In addition, there can be no assurance that mineral recoveries in small scale laboratory tests will be duplicated in large tests under on-site conditions or during production.

The Company's does not have a guarantee of title

While the Company has conducted due diligence with respect to its Property, this should not be construed as a guarantee of title. The properties may be subject to prior unregistered agreements or transfers or native land claims and title may be affected by undetected defects. The Company must expend monies to carry out further work on the properties described in this Prospectus in order to keep in good standing the interests as described under the heading "Description of Business" and "Interest in Mineral Property" in this Prospectus.

Uncertainties about the resolution of Aboriginal rights in British Columbia may affect the Company

On June 26, 2014, the Supreme Court of Canada (the "SCC") released a decision in Tsilhqot'in Nation v. British Columbia (the "William Decision"), pursuant to which the SCC upheld the First Nations' claim to Aboriginal title and rights over a large area of land in central British Columbia, including rights to decide how the land will be used, occupancy and economic benefits. The court ruling held that while the provincial government had the constitutional authority to regulate certain activity on aboriginal title lands, it had not adequately consulted with the Tsilhqot'in. The SCC also held that provincial laws of general application apply to land held under Aboriginal title if the laws are not unreasonable, impose no undue hardship, and do not deny the Aboriginal title holders their preferred means of exercising their rights. The Company currently does not hold any properties in the area involved in the William Decision. The Company will continue to manage its operations within the existing legal framework while paying close attention to the direction provided by the Province of British Columbia and First Nations regarding the application of this ruling. Therefore, risks and uncertainties remain consistent with those referenced herein.

The land in which the mineral claims comprising the Property are situated is Crown Land and the mineral claims fall under the jurisdiction of the British Columbia Government. However, if the Company applies for permits from the Government of British Columbia, the Government may be required to consult with First Nations before a permit can be issued and the Company and/or the Optionor may also be required by law or practice to dialogue and consult with First Nations. The consultation process could result in delays or denials of the granting of any required permits. The Property claims are located within traditional lands of the Tsimshian First Nation. As the Property is considered to be an early stage exploration project, there have not been any formal agreements signed between local First Nation groups and the Optionor.

Community Groups

There is an ongoing level of public concern relating to the effects of mining on the natural landscape, on communities and on the environment. Certain non-governmental organizations, public interest groups and reporting organizations ("NGOs") who oppose resource development can be vocal critics of the mining industry. Any such actions and the resulting media coverage could have an adverse effect on the reputation and financial condition of the Company or its relationships with the communities in which it operates, which could have a material adverse effect on the Company's business, financial condition, results of operations, cash flows or prospects.

Global financial conditions may impact the Company's ability to raise additional funds

Global financial conditions continue to be subject to volatility arising from international geopolitical developments and global economic phenomenon, as well as general financial market turbulence, including but not limited to a significant recent market reaction to the novel coronavirus ("COVID-19") pandemic, resulting in a significant reduction in in many major market indices. Access to public financing and credit can be negatively impacted by the effect of these events on Canadian and global credit markets. The health of the global financing and credit markets may impact the ability of the Company to obtain equity or debt financing in the future and the terms at which financing or credit is available to the Company. These instances of volatility and market turmoil could adversely impact the Company's operations and the trading price of the Common Shares. The adverse effects on the capital markets generally make the raising of capital by equity or debt financing much more difficult and the Company is dependent upon the capital markets to raise financing. Any of these events, or any other events caused by turmoil in world financial markets, may have a material adverse effect on the Company's business, operating results, and financial condition.

The COVID-19 pandemic is impacting mining operations and the global economy

The current global uncertainty with respect to the spread of COVID-19, the rapidly evolving nature of the pandemic and local and international developments related thereto and its effect on the broader global economy and capital markets may have a negative effect on the Company and the exploration and advancement of the Kalum Property. Rapid spread of COVID-19 and declaration of the outbreak as a global pandemic has resulted in travel advisories and restrictions, certain restrictions on business operations, social distancing precautions and restrictions on group gatherings which are having direct impacts on businesses in Canada, the United States and around the world and could result in travel bans, closure of assay labs, work delays, difficulties for contractors and employees getting to site, and diversion of management attention all of which in turn could have a negative impact on exploration and development of the Kalum Property and the Company generally. Travel restrictions and protocols put in place by the government of Canada and/or British Columbia may lead to the Company postponing future operations on the Kalum Property. The spread of COVID-19 may also have a material adverse effect on global economic activity and could result in volatility and disruption to global supply chains and the financial and capital markets, which could affect the business, financial condition, results of operations and other factors relevant to the Company, including its ability to raise additional financing. The government of Canada and/or British Columbia are continually issuing new rules and restrictions and changing them periodically based on the specific circumstances of the COVID-19 outbreak. The Company follows all rules, guidelines and restrictions that are implemented by the applicable governmental authorities. The Company's exploration work on the Property to date has not been adversely affected by COVID-19 other than to the extent that exploration activities have taken longer than expected due to certain delays.

Property Interests

The Company does not own the mineral rights pertaining to the Kalum Property. Rather, it holds an option to acquire the mineral rights. There is no guarantee the Company will be able to raise sufficient funding in the future to explore and develop the Kalum Property so as to maintain its interests therein or pursue the acquisition of other property interests. If the Company loses or abandons its interest in the Kalum Property, there is no assurance that it will be able to acquire another mineral property of merit or that such an acquisition would be approved by the Exchange. There is also no guarantee that the Exchange will approve the acquisition of any additional properties by the Company, whether by way of option or otherwise, should the Company wish to acquire any additional properties. Unless the Company acquires additional property interests, any adverse developments affecting the Kalum Property could have a material adverse effect upon the Company and would materially and adversely affect any profitability, financial performance and results of operations of the Company.

Although substantial benefits may be derived from the discovery of a major mineralized deposit, no assurance can be given that minerals will be discovered in sufficient quantities to justify commercial operations or that the funds required for development can be obtained on a timely basis. The discovery of mineral deposits is dependent upon a number of factors. The commercial viability of a mineral deposit once discovered is also dependent upon a number of factors, some of which relate to particular attributes of the deposit, such as size, grade and proximity to infrastructure, and some of which are more general factors such as metal prices and government regulations, including environmental protection. Most of these factors are beyond the control of the Company. In addition, because of these risks, there is no certainty that the expenditures to be made by the Company on the exploration of its Kalum Property as described herein will result in the discovery of commercial quantities of ore. The Company has no history of operating earnings and the likelihood of success must be considered in light of problems, expenses, etc. which may be encountered in establishing a business.

Mineral exploration and development involves a high degree of risk and few properties that are explored are ultimately developed into producing mines. There is no assurance that the Company's mineral exploration and development programs at the Kalum Property will result in the definition of bodies of commercial mineralization.

The future price of gold is uncertain and may be lower than expected

The price of gold and other commodities has fluctuated widely in recent years. The price of gold is affected by numerous factors beyond the Company's control, including: (i) the strength of the Canadian and U.S. economies and the economies of other industrialized and developing nations; (ii) global or regional political or economic conditions; (iii) the relative strength of the Canadian and U.S. dollars and other currencies; (iv) expectations with respect to the rate of inflation; (v) current and expected interest rates and exchange rates; (vi) actual and anticipated purchases and sales of gold by central banks, financial institutions and other large holders, including speculators; (vii) demand for jewellery containing gold; (viii) investment activity, including speculation, in gold as a commodity or as a hedge against currency devaluation; and (ix) supply and demand dynamics, including the cost of substitutes, inventory levels and carrying charges.

Climate change may make mining operations more expensive

Due to changes in local and global climatic conditions, many analysts and scientists predict an increase in the frequency of extreme weather events such as floods, droughts, forest and brush fires and extreme storms. Such events could materially disrupt the Company's operations, particularly if they affect the Company's sites, impact local infrastructure or threaten the health and safety of the Company's employees and contractors. Any such event could result in material economic harm to the Company. The Company is focused on operating in a manner designed to minimize the environmental impacts of its activities; however, environmental impacts from mineral exploration and mining activities are inevitable. Increased environmental regulation and/or the use of fiscal policy by regulators in response to concerns over climate change and other environmental impacts, such as additional taxes levied on activities deemed harmful to the environment, could have a material adverse effect on the Company's financial condition or results of operations.

The Company is an early stage company

The Company has only recently commenced operations and has no operating earnings. The likelihood of success of the Company must be considered in light of the problems, expenses and difficulties, complications and delays frequently encountered in connection with the establishment of any business. The Company has limited financial resources and there is no assurance that additional funding will be available to it for further exploration and development of its projects or to fulfil its obligations under applicable agreement. There can be no assurance that the Company will be able to obtain adequate financing in the future or that the terms of such financing will be favourable. Failure to obtain such additional financing could result in delay or indefinite postponement of further exploration and development of the Kalum Property with the possible loss of such interest. Further, revenues, financings and profits, if any, will depend upon various factors, including the success, if any, of exploration programs and general market conditions for natural resources. There is no assurance that the Company can operated profitably or that it will successfully implement its plans.

The Company operates at a loss and may never generate a profit

The Company operates at a loss and there is no assurance that the Company will ever be profitable. The Company had a negative operating cash flow in its most recently completed financial year and will continue to for the foreseeable future. The Company may not have enough funds to carry out its Phase II exploration program on the Kalum Property and additional financings may be required.

The Company operates in a highly competitive environment

The mineral exploration and mining business is competitive in all of its phases. The Company competes with numerous other companies and individuals, including competitors with greater financial, technical and other resources that the Company, in the search for and the acquisition of attractive mineral properties. The ability of the Company to acquire properties in the future will depend not only on its ability to develop its present properties, but also on its ability to select and acquire suitable properties or prospects for mineral exploration. There is no assurance that the Company will continue to be able to compete successfully with its competition in acquiring such properties or prospects.

The Company operates in a highly regulated environment that is subject to changes, some unforeseen, to government policy

The current or future operations of the Company, including exploration and development activities and commencement of production on its properties, require permits from various levels of government. Such operations are and will be governed by laws and regulations governing prospecting, development, mining, production, exports, taxes, labour standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. The Company believes it is in substantial compliance with all material laws and regulations that currently apply to its activities. There can be no assurance however, that all permits which the Company may require for construction of mining facilities and conduct of mining operations, particularly environmental permits, will be obtainable on reasonable terms or that compliance with such laws and regulations would not have an adverse effect on the profitability of any mining project that the Company might undertake.

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

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

Obtaining and Renewing Licenses and Permits

In the ordinary course of business, the Company will be required to obtain and/or renew governmental licenses or permits for exploration, development, construction and commencement of mining at the Kalum Property. Obtaining or renewing the necessary governmental licenses or permits is a complex and time-consuming process involving public hearings and costly undertakings on the part of the Company. The duration and success of the Company's efforts to obtain and renew licenses or permits are contingent upon many variables not within the Company's control, including the interpretation of applicable requirements implemented by the licensing authority. The Company may not be able to obtain or renew licenses or permits that are necessary to its operations, including, without limitation, an exploitation license, or the cost to obtain or renew licenses or permits may exceed what the Company believes they can recover from the Kalum Property. Any unexpected delays or costs associated with the licensing or permitting process could delay the development or impede the operation of a mine, which could adversely impact the Company's operations and profitability. There can be no guarantee that the Company will be able to obtain all necessary permits and approvals that may be required to undertake exploration activity or commence construction or operation of mine facilities on the Kalum Property.

The Company operates in an environment with significant environmental and safety regulations and risks

Mining, like many other extractive natural resource industries, is subject to potential risks and liabilities associated with pollution of the environment and the disposal of waste products occurring as a result of mineral exploration and production. Environmental liability may result from mining activities conducted by others prior to the Company's ownership of its properties. To the extent the Company is subject to uninsured environmental liabilities, the payment of such liabilities would reduce funds otherwise available of the Company and could have a material adverse effect on the Company. Should the Company be unable to fund fully the cost of remedying an environmental problem, the Company might be required to suspend operations or enter into interim compliance measures.

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

The Company may be subject to reclamation requirements designed to minimize long-term effects of mining exploitation and exploration disturbance by requiring the operating Company to control possible deleterious effluents and to re-establish to some degree pre-disturbance landforms and vegetation. Any significant environmental issues that may arise, however, could lead to increased reclamation expenditures and could have a material adverse impact on the Company's financial resources.

Environmental laws and regulations may affect the operations of the Company. These laws and regulations set various standards regulating certain aspects of health and environmental quality. They provide for penalties and other liabilities for the violation of such standards and establish, in certain circumstances, obligations to rehabilitate current and former facilities and locations where operations are or were conducted. The permission to operate can be withdrawn temporarily where there is evidence of serious breaches of health and safety standards, or even permanently in the case of extreme breaches. Significant liabilities could be imposed on the Company for damages, clean-up costs or penalties in the event of certain discharges into the environment, environmental damage caused by previous owners of acquired properties or noncompliance with environmental laws or regulations. In all major developments, the Company generally relies on recognized designers and development contractors from which the Company will, in the first instance, seek indemnities. The Company intends to minimize risks by taking steps to ensure compliance with environmental, health and safety laws and regulations and operating to applicable environmental standards. There is a risk that environmental laws and regulations may become more onerous, making the Company's operations more expensive.

Regulatory Requirements

Even if the Kalum Property is proven to host economic reserves of precious or non-precious metals, factors such as governmental expropriation or regulation may prevent or restrict mining of any such deposits. Exploration and mining activities may be affected in varying degrees by government policies and regulations relating to the mining industry. Any changes in regulations or shifts in political conditions are beyond the control of the Company and may adversely affect its business. Operations may be affected in varying degrees by government regulations with respect to restrictions on production, price controls, export controls, income taxes, expropriation of the Kalum Property, environmental legislation and mine safety.

Volatility of Mineral Prices

The Company's revenues, if any, are expected to be in large part derived from the extraction and sale of precious and base minerals and metals. Factors beyond the control of the Company may affect the marketability of metals discovered, if any. Metal prices have fluctuated widely, particularly in recent years. Consequently, the economic viability of any of the Company's exploration projects cannot be accurately predicted and may be adversely affected by fluctuations in mineral prices. In addition, currency fluctuations may affect the cash flow which the Company may realize from its operations, since most mineral commodities are sold in a world market in United States dollars.

Infrastructure

Exploration, development and processing activities depend, to one degree or another, on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important elements of infrastructure, which affect access, capital and operating costs. The lack of availability on acceptable terms or the delay in the availability of any one or more of these items could prevent or delay exploration or development of the Kalum Property. If adequate infrastructure is not available in a timely manner, there can be no assurance that the exploration or development of the Kalum Property will be commenced or completed on a timely basis, if at all. Furthermore, unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of necessary infrastructure could adversely affect the Company's operations.

Risks Associated with Acquisitions

If appropriate opportunities present themselves, the Company may acquire mineral claims, material interests in other mineral claims, and companies that the Company believes are strategic. The Company currently has no understandings, commitments or agreements with respect to any other material acquisition and no other material acquisition is currently being pursued. There can be no assurance that the Company will be able to identify, negotiate or finance future acquisitions successfully, or to integrate such acquisitions with its current business. The process of integrating an acquired Company or mineral claims into the Company may result in unforeseen operating difficulties and expenditures and may absorb significant management attention that would otherwise be available for ongoing development of the Company's business. Future acquisitions could result in potentially dilutive issuances of equity securities, the incurrence of debt, contingent liabilities and/or amortization expenses related to goodwill and other intangible assets, which could materially adversely affect the Company's business, results of operations and financial condition.

Dependence on Management

The success of the Company will be dependent upon the performance of its management and key employees. The loss of any key executive or manager of the Company may have an adverse effect on the future of the Company's business. The number of persons skilled in acquisition, exploration and development of mining properties is limited and competition for such persons is intense. As the Company's business activity grows, it will require additional key financial, administrative, geologic and mining personnel as well as additional operations staff. There is no assurance that it will be successful in attracting, training and retaining qualified personnel as competition for persons with these skill sets increases. If the Company is not successful in attracting, training and retaining qualified personnel, the efficiency of its operations could be impaired, which could have an adverse impact on its future cash flows, earnings, results of operations and financial condition.

The success of the Company is currently largely dependent on the performance of its directors and officers. The loss of the services of any of these persons could have a materially adverse effect on the

Company's business and prospects. There is no assurance the Company can maintain the services of its directors, officers or other qualified personnel required to operate its business.

The Company is Subject to Legal and Political Risks

Mineral exploration and mining activities may be affected in varying degrees by political instability, economic conditions, and changes in government regulations such as investment laws, tax laws, business laws, environmental laws and mining laws, affecting the Company's business. Government limitations, restrictions or requirements may be implemented. There can be no assurance that neighbouring countries' or provinces political and economic policies in relation to British Columbia or Canada, as applicable, will not have adverse economic effects on the exploration, and potentially, the development of the Company's assets, including with respect to ability to access power, transport and sell products, access construction labour, supplies and materials, and market conditions more generally.

Adverse General Economic Conditions

The unprecedented events in global financial markets in the past several years have had a profound impact on the global economy. Many industries, including the mineral exploration sector, were impacted by these market conditions. Some of the key impacts of the financial market turmoil included contraction in credit markets resulting in a widening of credit risk, devaluations, high volatility in global equity, commodity, foreign exchange and precious metal markets and a lack of market liquidity. A similar slowdown in the financial markets or other economic conditions, including but not limited to, inflation, fuel and energy costs, lack of available credit, the state of the financial markets, interest rates and tax rates, may adversely affect the Company's operations. Specifically, a global credit/liquidity crisis could impact the cost and availability of financing and the Company's overall liquidity, the volatility of mineral prices would impact the Company's prospects, volatile energy, commodity and consumables prices and currency exchange rates would impact costs and the devaluation and volatility of global stock markets would impact the valuation of its equity and other securities. These factors could have a material adverse effect on the Company's financial condition and results of operations.

In recent years, the securities markets in Canada, as well as in other countries around the world, have experienced a high level of price and volume volatility, and the market prices of securities of many companies have experienced wide fluctuations in price that have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. There can be no assurance that continual fluctuations in price will not occur. It may be anticipated that any quoted market for the Common Shares will be subject to market trends and conditions generally, notwithstanding any potential success of the Company in developing assets, adding additional resources, establishing feasibility of deposits or creating revenues, cash flows or earnings. The value of securities will be affected by market volatility. An active public market for the Common Shares might not develop or be sustained. If an active public market for the Common Shares does not develop or continue, the liquidity of a shareholder's investment may be limited and the price of the Common Shares may decline.

Claims and Legal Proceedings

The Company may be subject to claims or legal proceedings covering a wide range of matters that arise in the ordinary course of business activities, including relating to former employees. These matters may give rise to legal uncertainties or have unfavourable results. The Company may carry liability insurance coverage and mitigate risks that can be reasonably estimated; however, there is a risk that insurance may not be adequate to cover all possible risks arising from the Company's operations. In addition, the Company may be involved in disputes with other parties in the future that may result in litigation or unfavourable resolution which could materially adversely impact the Company's financial position, cash flow, results of operations, and reputation, regardless of the specific outcome.

Force Majeure

The Company's projects now or in the future may be adversely affected by risks outside the control of the Company, including the price of gold on world markets, labour unrest, civil disorder, war, subversive activities or sabotage, fires, floods, explosions or other catastrophes, epidemics or quarantine restrictions.

Uncertainty of Use of Proceeds

Although the Company has set out its intended use of proceeds in this Prospectus, these intended uses are estimates only and subject to change. While management does not contemplate any material variation, management does retain broad discretion in the application of such proceeds. The failure by the Company to apply these funds effectively could have a material adverse effect on the Company's business, including the Company's ability to achieve its stated business objectives.

Some of the Company's directors have significant involvement in other companies in the same sector.

Certain of the directors of the Company serve as directors of other companies or have significant shareholdings in other companies and, to the extent that such other companies may participate in ventures in which the Company may participate, the directors of the Company may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation. In the event that such a conflict of interest arises at a Board meeting, a director who has such a conflict will abstain from voting for or against the approval of such a participation or such terms. From time to time several companies may participate in the acquisition, exploration and development of natural resource properties thereby allowing for their participation in larger programs, permitting involvement in a greater number of programs and reducing financial exposure in respect of any one program. It may also occur that a particular company will assign all or a portion of its interest in a particular program to another of these companies due to the financial position of the company making the assignment. In accordance with the laws of the Province of British Columbia, the directors of the Company are required to act honestly, in good faith and in the best interests of the Company. In determining whether or not the Company will participate in a particular program and the interest therein to be acquired by it, the directors will primarily consider the degree of risk to which the Company may be exposed and its financial position at that time.

The value of the Shares may be significantly diluted.

A substantial number of Common Shares were issued at prices that were substantially less than the price of the Shares. This will result in a significant dilution of the value of the Shares.

Price Volatility of Publicly Traded Securities

In recent years, the securities markets in the United States and Canada have experienced a high level of price and volume volatility, and the market prices of securities of many companies have experienced wide fluctuations in price which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. There can be no assurance that continual fluctuations in price will not occur. It may be anticipated that any quoted market for the Common Shares will be subject to market trends generally. The value of Common Shares distributed hereunder will be affected by such volatility.

Reporting Issuer Status

As a reporting issuer, the Company will be subject to reporting requirements under applicable securities law and stock exchange policies. Compliance with these requirements will increase legal and financial compliance costs, make some activities more difficult, time consuming or costly, and increase demand on existing systems and resources. Among other things, the Company will be required to file annual, quarterly and current reports with respect to its business and results of operations and maintain effective disclosure controls and procedures and internal controls over financial reporting. In order to maintain and, if required, improve disclosure controls and procedures and internal controls over financial reporting to meet this standard, significant resources and management oversight may be required. As a result, management's attention may be diverted from other business concerns, which could harm the Company's business and results of operations. The Company may need to hire additional employees to comply with these requirements in the future, which would increase its costs and expenses.

Management of the Company expects that being a reporting issuer will make it more expensive to maintain director and officer liability insurance. This factor could also make it more difficult for the Company to retain qualified directors and executive officers.

PROMOTERS

Craig Taylor is considered to be a promoter of the Company in that he took the initiative in organizing the Company. Mr. Taylor currently holds, directly and indirectly, 1,650,000 Common Shares representing 22.67% of the Company's currently issued Common Shares. See "Principal Shareholders" for further details.

Information about Mr. Taylor is disclosed elsewhere in this Prospectus in connection with his capacity as a director and officer of the Company. See "Directors and Officers" for further details.

LEGAL PROCEEDINGS AND REGULATORY ACTIONS

The Company is not a party to any legal proceedings and is not aware of any such proceedings known to be contemplated.

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

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

No director or executive officer of the Company or any shareholder holding, on record or beneficially, directly or indirectly, more than 10% of the issued and outstanding Common Shares, or any of their respective associates or affiliates, had any material interest, directly or indirectly, in any material transaction with the Company within the three years preceding the date of this Prospectus or in any proposed transaction which has materially affected or would materially affect the Company.

RELATIONSHIP BETWEEN THE COMPANY AND AGENT

The Company is not a related party or connected party to the Agent (as such terms are defined in National Instrument 33-105 Underwriting Conflicts).

AGENT FOR SERVICE OF PROCESS

Isidro Flores Vasquez, a director of the Company resides outside of Canada and has appointed the following agent for service of process in Canada:

Name of Person	Name and Address of Agent
Isidro Flores Vasquez	AFG Law LLP, 605 – 815 Hornby Street, Vancouver, B.C., V6Z 2E6

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

AUDITORS

The auditor of the Company is Smythe LLP, Chartered Professional Accountants at 1700 – 475 Howe St, Vancouver, BC V6C 2B3.

REGISTRAR AND TRANSFER AGENT

The registrar and transfer agent of the Company is TSX Trust Company at 650 West Georgia Street, Suite 2700, Vancouver, BC, V6B 4N9.

MATERIAL CONTRACTS

Except for contracts made in the ordinary course of business, the following are the only material contracts entered into by the Company within two years prior to the date hereof which are currently in effect and considered to be currently material:

• 1. Property Option Agreement made between the Company and the Optionor dated August 12, 2020, as amended November 4, 2020, November 23, 2020 and December 16, 2020, referred to under "General Development of the Business".
• 1. Escrow Agreement among the Company, the Escrow Agent and certain shareholders of the Company dated December 22, 2020 referred to under "Escrowed Shares".
• 1. Agency Agreement between the Company and Mackie Research Capital Corporation dated for reference ●, 2021 referred to under "Plan of Distribution".

A copy of any material contract and the Technical Report may be inspected during distribution of the Shares being offered under this Prospectus and for a period of 30 days thereafter during normal business hours at the Company's offices at Suite 605 – 815 Hornby Street, Vancouver, British Columbia, V6Z 2E6. As well, the Technical Report is available for viewing on SEDAR located at the following website: www.sedar.com.

INTERESTS OF EXPERTS

No person or company whose profession or business gives authority to a report, valuation, statement or opinion and who is named as having prepared or certified a part of this Prospectus or as having prepared or certified a report or valuation described or included in this Prospectus, as listed below, holds or is to hold any beneficial or registered interest, direct or indirect, in any securities or property of the Company or any associate or affiliate of the Company:

• Stephen Kenwood, P.Geo., the Author of the Technical Report on the Property, is a Qualified Person (as defined in NI 43-101) and independent from the Company within the meaning of NI 43-101, is responsible for certain information of a scientific or technical nature relating to the Kalum Property in this Prospectus;
• Smythe LLP, Chartered Professional Accountants are the auditors of the Company and audited the Company's financial statements for the period from July 29, 2020 to September 30, 2020. Smythe LLP has informed the Company that it is independent of the Company within the meaning of the rules of professional conduct of the Chartered Professional Accountants of British Columbia; and
• The information in this Prospectus under the heading "Eligibility for Investment" has been include in reliance upon the opinion of AFG Law LLP. Nick Ayling and Ben Grant, of AFG Law LLP own 400,000 Common Shares and 200,000 Common Shares, respectively, as at the date of this Prospectus.

OTHER MATERIAL FACTS

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

PURCHASERS' STATUTORY RIGHT OF WITHDRAWAL AND RESCISSION

Securities legislation in the Provinces of British Columbia, Alberta and Ontario provides subscribers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt or deemed receipt of a prospectus and any amendment. The securities legislation further provides a purchaser with remedies for rescission or damages if the prospectus and any amendment contains a misrepresentation or is not delivered to the subscriber, provided that the remedies for rescission or damages are exercised by the subscriber within the time limit prescribed by the securities legislation of the subscriber's province or territory. The subscriber should refer to any applicable provisions of the securities legislation of the purchaser's province for the particulars of these rights or consult with a legal adviser.

FINANCIAL STATEMENTS

Attached to and forming part of this Prospectus are the audited financial statements of the Company for the financial period from incorporation on July 29, 2020 to September 30, 2020.

SCHEDULE A

REX RESOURCES CORP. (the "Company")

AUDIT COMMITTEE CHARTER

[see attached]

CORP. (the "Company")

AUDIT COMMITTEE CHARTER 1. Mandate and Purpose of the Committee The Audit Committee (the "Committee") of the board of directors (the "Board") of Corp. (the "Company") is a standing committee of the Board whose primary function is to assist the Board in fulfilling its oversight responsibilities relating to: (a) the integrity of the Company's financial statements; to the Company's financial statements; (c) the qualifications, independence and performance of the Company's auditor; (d) internal controls and disclosure controls; (e) the performance of the Company's internal audit function; (f) consideration and approval of certain related party transactions; and the Committee by the Board. 2. Authority

• (b) the Company's compliance with legal and regulatory requirements, as they relate

• (g) performing the additional duties set out in this Charter or otherwise delegated to

The Committee has the authority to:

• (i) engage and compensate independent counsel and other advisors as it determines necessary or advisable to carry out its duties; and (ii) communicate directly with the Company's auditor.

The Committee has the authority to delegate to individual members or subcommittees of the Committee.

1. Composition and Expertise The Committee shall be composed of a minimum of three members, each of whom is a director of the Company. A majority of the Committee's members must be "financially literate" as such term is defined in applicable securities legislation and a majority of whom are not Officers, employees or Control Persons of the Company or any of its Associates or Affiliates as such terms are defined in the policies of the TSX Venture Exchange. Committee members shall be appointed annually by the Board at the first meeting of the Board following shareholders or until they are removed by the Board or cease to be directors of the Company.

each annual meeting of shareholders. Committee members hold office until the next annual meeting of

The Board shall appoint one member of the Committee to act as Chair of the Committee. If the Chair of the Committee is absent from any meeting, the Committee shall select one of the other members of the Committee to preside at that meeting.

4. Meetings

Any member of the Committee or the auditor may call a meeting of the Committee. The Committee shall meet at least four times per year and as many additional times as the Committee deems necessary to carry out its duties. The Chair shall develop and set the Committee's agenda, in consultation with other members of the Committee, the Board and senior management.

Notice of the time and place of every meeting shall be given in writing to each member of the Committee, at least 72 hours (excluding holidays) prior to the time fixed for such meeting. The Company's auditor shall be given notice of every meeting of the Committee and, at the expense of the Company, shall be entitled to attend and be heard thereat. If requested by a member of the Committee, the Company's auditor shall attend every meeting of the Committee held during the term of office of the Company's auditor.

A majority of the Committee shall constitute a quorum. No business may be transacted by the Committee except at a meeting of its members at which a quorum of the Committee is present in person or by means of such telephonic, electronic or other communications facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously. Business may also be transacted by the unanimous written consent resolutions of the members of the Committee, which when so approved shall be deemed to be resolutions passed at a duly called and constituted meeting of the Committee.

The Committee may invite such directors, officers and employees of the Company and advisors as it sees fit from time to time to attend meetings of the Committee.

The Committee shall meet without management present whenever the Committee deems it appropriate.

The Committee shall appoint a Secretary who need not be a director or officer of the Company. Minutes of the meetings of the Committee shall be recorded and maintained by the Secretary and shall be subsequently presented to the Committee for review and approval.

5. Committee and Charter Review

The Committee shall conduct an annual review and assessment of its performance, effectiveness and contribution, including a review of its compliance with this Charter. The Committee shall conduct such review and assessment in such manner as it deems appropriate and report the results thereof to the Board.

The Committee shall also review and assess the adequacy of this Charter on an annual basis, taking into account all legislative and regulatory requirements applicable to the Committee, as well as any guidelines recommended by regulators or the Toronto Stock Exchange and shall recommend changes to the Board thereon.

6. Reporting to the Board

The Committee shall report to the Board in a timely manner with respect to each of its meetings held. This report may take the form of circulating copies of the minutes of each meeting held.

7. Duties and Responsibilities

(a) Financial Reporting

The Committee is responsible for reviewing and recommending approval to the Board of the Company's annual and interim financial statements, MD&A and related news releases, before they are released.

The Committee is also responsible for:

• (i) being satisfied that adequate procedures are in place for the review of the Company's public disclosure of financial information extracted or derived from the Company's financial statements, other than the public disclosure referred to in the preceding paragraph, and for periodically assessing the adequacy of those procedures;
• (ii) engaging the Company's auditor to perform a review of the interim financial statements and receiving from the Company's auditor a formal report on the auditor's review of such interim financial statements;
• (iii) discussing with management and the Company's auditor the quality of applicable accounting principles and financial reporting standards, not just the acceptability of thereof;
• (iv) discussing with management any significant variances between comparative reporting periods; and
• (v) in the course of discussion with management and the Company's auditor, identifying problems or areas of concern and ensuring such matters are satisfactorily resolved.
• (b) Auditor

The Committee is responsible for recommending to the Board:

• (i) the auditor to be nominated for the purpose of preparing or issuing an auditor's report or performing other audit, review or attest services for the Company; and
• (ii) the compensation of the Company's auditor.

The Company's auditor reports directly to the Committee. The Committee is directly responsible for overseeing the work of the Company's auditor engaged for the purpose of preparing or issuing an auditor's report or performing other audit, review or attest services for the Company, including the resolution of disagreements between management and the Company's auditor regarding financial reporting.

(c) Relationship with the Auditor

The Committee is responsible for reviewing the proposed audit plan and proposed audit fees. The Committee is also responsible for:

(i) establishing effective communication processes with management and the Company's auditor so that it can objectively monitor the quality and effectiveness of the auditor's relationship with management and the Committee;

• (ii) receiving and reviewing regular feedback from the auditor on the progress against the approved audit plan, important findings, recommendations for improvements and the auditor's final report;
• (iii) reviewing, at least annually, a report from the auditor on all relationships and engagements for non-audit services that may be reasonably thought to bear on the independence of the auditor; and
• (iv) meeting in camera with the auditor whenever the Committee deems it appropriate.
• (d) Accounting Policies

The Committee is responsible for:

• (i) reviewing the Company's accounting policy note to ensure completeness and acceptability with applicable accounting principles and financial reporting standards as part of the approval of the financial statements;
• (ii) discussing and reviewing the impact of proposed changes in accounting standards or securities policies or regulations;
• (iii) reviewing with management and the auditor any proposed changes in major accounting policies and key estimates and judgments that may be material to financial reporting;
• (iv) discussing with management and the auditor the acceptability, degree of aggressiveness/conservatism and quality of underlying accounting policies and key estimates and judgments; and
• (v) discussing with management and the auditor the clarity and completeness of the Company's financial disclosures.
• (e) Risk and Uncertainty

The Committee is responsible for reviewing, as part of its approval of the financial statements:

• (i) uncertainty notes and disclosures; and
• (ii) MD&A disclosures.

The Committee, in consultation with management, will identify the principal business risks and decide on the Company's "appetite" for risk. The Committee is responsible for reviewing related risk management policies and recommending such policies for approval by the Board. The Committee is then responsible for communicating and assigning to the applicable Board committee such policies for implementation and ongoing monitoring.

The Committee is responsible for requesting the auditor's opinion of management's assessment of significant risks facing the Company and how effectively they are managed or controlled.

(f) Controls and Control Deviations

The Committee is responsible for reviewing:

• (i) the plan and scope of the annual audit with respect to planned reliance and testing of controls; and
• (ii) major points contained in the auditor's management letter resulting from control evaluation and testing.

The Committee is also responsible for receiving reports from management when significant control deviations occur.

(g) Compliance with Laws and Regulations

The Committee is responsible for reviewing regular reports from management and others (e.g. auditors) concerning the Company's compliance with financial related laws and regulations, such as:

• (i) tax and financial reporting laws and regulations;
• (ii) legal withholdings requirements;
• (iii) environmental protection laws; and
• (iv) other matters for which directors face liability exposure.
• (h) Related Party Transactions

All transactions between the Company and a related party (each a "related party transaction"), other than transactions entered into in the ordinary course of business, shall be presented to the Committee for consideration.

The term "related party" includes (i) all directors, officers, employees, consultants and their associates (as that term is defined in the Securities Act (British Columbia)), as well as all entities with common directors, officers, employees and consultants (each "general related parties"), and (ii) all other individuals and entities having beneficial ownership of, or control or direction over, directly or indirectly securities of the Company carrying more than 10% of the voting rights attached to all of the Company's outstanding voting securities (each "10% shareholders").

Related party transactions involving general related parties which are not material to the Company require review and approval by the Committee. Related party transactions that are material to the Company or that involve 10% shareholders require approval by the Board, following review thereof by the Committee and the Committee providing its recommendation thereon to the Board.

8. Non-Audit Services

All non-audit services to be provided to the Company or its subsidiary entities by the Company's auditor must be pre-approved by the Committee.

9. Submission Systems and Treatment of Complaints

The Committee is responsible for establishing procedures for:

• (a) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and
• (b) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

The Committee is responsible for reviewing complaints and concerns that are brought to the attention of the Chair of the Audit Committee and for ensuring that any such complaints and concerns are appropriately addressed. The Committee shall report quarterly to the Board on the status of any complaints or concerns received by the Committee.

10. Procedure For Reporting Of Fraud Or Control Weaknesses

Each employee is expected to report situations in which he or she suspects fraud or is aware of any internal control weaknesses. An employee should treat suspected fraud seriously, and ensure that the situation is brought to the attention of the Committee. In addition, weaknesses in the internal control procedures of the Company that may result in errors or omissions in financial information, or that create a risk of potential fraud or loss of the Company's assets, should be brought to the attention of both management and the Committee.

To facilitate the reporting of suspected fraud, it is the policy of Company that the employee (the "whistleblower") has anonymous and direct access to the Chair of the Audit Committee. Should a new Chair be appointed prior to the updating of this document, current Chair will ensure that the whistleblower is able to reach the new Chair in a timely manner. In the event that the Chair of the Audit Committee cannot be reached, the whistleblower should contact the Chair of the Board of Directors. Access to the names and place of employment of the Company's Directors can be found in the Company's website.

In addition, it is the policy of the Company that employees concerned about reporting internal control weaknesses directly to management are able to report such weaknesses to the Committee anonymously. In this case, the employee should follow the same procedure detailed above for reporting suspected fraud.

11. Hiring Policies

The Committee is responsible for reviewing and approving the Company's hiring policies regarding partners, employees and former partners and employees of the present and former auditor of the Company.

SCHEDULE B

REX RESOURCES CORP.

FINANCIAL STATEMENTS

FOR THE PERIOD FROM INCORPORATION ON JULY 29, 2020 TO SEPTEMBER 30, 2020 (AUDITED)

[see attached]

Rex Resources Corp.

Financial Statements

From July 29, 2020 (date of incorporation) to September 30, 2020

Table of Contents

Independent Auditors Report	3-4
Statement of Financial Position	5
Statement of Changes in Equity	6
Statement of Comprehensive Loss	7
Statement of Cash Flow	8
Notes to the Financial Statements	9-21

INDEPENDENT AUDITORS' REPORT

TO THE SHAREHOLDERS OF REX RESOURCES CORP.

Opinion

We have audited the financial statements of Rex Resources Corp. (the "Company"), which comprise:

• the statement of financial position as at September 30, 2020;
• the statement of changes in equity for the period from incorporation on July 29, 2020 to September 30, 2020;
• the statement of comprehensive loss for the period from incorporation on July 29, 2020 to September 30, 2020;
• the statement of cash flows for the period from incorporation on July 29, 2020 to September 30, 2020; and
• the notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company at September 30, 2020, and its financial performance and its cash flows for the period from incorporation on July 29, 2020 to September 30, 2020 ended in accordance with International Financial Reporting

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 1 in the financial statements, which indicates that the Company incurred a net loss of \$27,430 during the period from incorporation on July 29, 2020 to September 30, 2020 and, as of that date, the C accumulated deficit of \$27,430. As stated in Note 1, these events or conditions, along with other matters as set forth in Note 1, indicate that a material uncertainty exists that may cast significant doubt on the C .

Other Information

Management is responsible for the other information. The other information comprises the information included in the Management's Discussion & Analysis.

Our opinion on the financial statements does not cover the other information and we do not and will not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, and remain alert for indications that the other information appears to be materially misstated.

work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact in this auditors' report. We have nothing to report in this regard.

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

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

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

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

Auditors' Responsibilities for the Audit of the Financial Statements

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

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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

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

The engagement partner on the audit resulting in this independent auditors' report is Kevin Kwan.

Chartered Professional Accountants

Vancouver, British Columbia Date to be determined

		September 30,
As at	Note	2020
ASSETS		\$
Current assets
Cash		178,290
Exploration and evaluation assets	4	100,000
TOTAL ASSETS		278,290
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities	6	44,150
Share capital	5	275,570
Share subscriptions receivable	5	(14,000)
Accumulated deficit		(27,430)
		234,140
TOTAL LIABILITIES AND S		278,290

The accompanying notes are integral to these financial statements.

Approved on Behalf of the Board of Directors on , 2021.

Director Director

/s/ Craig Taylor /s/ Anthony Zelen

	Share Capital	4∼ م^م ام
STATEMENT OF CHANGES IN EQUITY (Expressed in Canadian Dollars)

	m July 29, 2020	(date of incorporation)	mber 30, 2020	\$	210	27,220	(27,430)	4,676,644	(0.01)
	Fro		to Septe
			Note	EXPENSES	ministrative Office and ad	6 Professional	PERIOD MPREHENSIVE LOSS FOR THE NET LOSS AND CO	mber of Shares Outstanding Weighted Average Nu	Loss Per Share Basic and Diluted
MPREHENSIVE LOSS (Expressed in Canadian Dollars) REX RESOURCES CORP. MENT OF CO STATE

	From July 29, 2020 (date
	of incorporation) to
	September 30, 2020
	\$
CASH FLOWS USED IN OPERATING ACTIVITIES
Net Loss for the period	(27,430)
Changes in non-cash working capital item:
Accounts payable and accrued liabilities	29,150
	1,720
CASH FLOWS USED IN INVESTING ACTIVITIES
Mineral property acquisition	(10,000)
Exploration and evaluation expenditures	(75,000)
	(85,000)
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES
Proceeds from private placement	263,500
Share issuance cost	(1,930)
	261,570
Net increase in cash	178,290
Cash, beginning of the period	-
Cash, end of the period	178,290
Supplemental information:
Exploration and evaluation expenditures included in
accounts payable and accrued liabilities	15,000
Interest paid	-
Income taxes paid	-

The accompanying notes are integral to these financial statements.

1. NATURE OF OPERATIONS

Rex Resources Corp. ) was incorporated under the Business Corporations Act (British Columbia) on July 29, 2020, and is primarily engaging in mineral exploration activities in British Columbia, Canada. The Company is taking steps to list its shares on a Canadian stock exchange. The head office and the principal address of the Company are located at 605 815 Hornby Street, Vancouver, BC V6Z 2E6, Canada.

These financial statements have been prepared on the assumption that the Company will continue as a going concern, meaning it will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations. Different bases of measurement may be appropriate if the Company is not expected to continue operations for the foreseeable future. As at September 30, 2020, the Company had a net loss of \$27,430, working capital of \$134,140, had not advanced its mineral properties to commercial production, and is not able to finance day to day exercise of its mineral property option agreement, results from its mineral property exploration activities and its ability to attain profitable operations and generate funds from and/or raise equity capital or borrowings sufficient to meet current and future obligations and ongoing operating losses. These uncertainties may cast a significant doubt on the ability of the Company to continue operations as a going concern. Management intends to finance operating costs over the next twelve months with its proceeds from its initial public offering of its shares, loans from directors and companies controlled by directors and/or additional private placement of common shares. These financial statements do not include any adjustments that might result from this uncertainty. Such adjustments could be material.

In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. The impact of the COVID-19 pandemic has major implications for all economic activities, including that of the Company. At this time, it is not possible to predict the duration or magnitude of the adverse results of the outbreak; however, management believes that the impact to the Company will be limited mainly to the curtailment of travel and access to mineral projects due to travel and social distancing restrictions current operations to date. The Company's current focus is on its project located in British Columbia, Canada and as a result, access to the property is not prohibited. The Company may consider acquisitions of other properties in foreign or domestic jurisdictions in the future.

2. BASIS OF PRESENTATION

Statement of compliance

These financial statements for the period from July 29, 2020 (date of incorporation) to September 30, 2020 have been prepared in accordance Accounting . These statements ar

These financial statements have been prepared on a historical cost basis, except for certain financial instruments classified as financial instruments at fair value through profit or loss, which are stated at fair value. In addition, these financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

The financial statements were authorized for issue by the Board of Directors on , 2021.

2. BASIS OF PRESENTATION (continued)

Significant estimates and judgements

The preparation of financial statements in accordance with IFRS requires management to make estimates and judgements judgements on an ongoing basis, based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to estimates are adjusted for prospectively in the period in which the estimates are revised.

Significant estimates and judgements about the future and other sources of estimation uncertainty that management has made at the reporting date that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from estimates and judgements made, relate to, but are not limited to the following:

Ability to continue as a going-concern

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

Recoverability of the carrying value of exploration and evaluation assets

Assets or cashindications of impairment. The Company considers both internal and external sources of information when making the exploration and evaluation assets.

Significant judgment is required when determining whether facts and circumstances suggest that the carrying amount of exploration and evaluation assets may exceed its recoverable amount. The retention of regulatory permits and licenses, the on the exploration and evaluation assets, current and future metal prices, and market sentiment are all factors considered by the Company.

In respect of the carrying value of exploration and evaluation assets recorded on the statements of financial position, management has determined that it continues to be appropriately recorded, as there has been no obsolescence or physical damage to the assets and there are no indications that the value of the assets have declined more than what is expected from the passage of time or normal use.

Mining exploration tax credits and flow-through expenditures

The Company is eligible for refundable tax credits on qualified resource expenditures incurred in the province of British ). Uncertainties exist with respect to the interpretation of tax regulations which could be disallowed by the Province in the calculation of credits. The calculation of credits involves significant estimates and judgment on items whose tax treatment cannot be verified until a notice of assessment and subsequent payments have been received from the Province. Differences between the final assessment could result in adjustments to the mining exploration tax credit and the future income tax expense.

The Company is also required to spend proceeds received from the issuance of flow-through shares on qualifying resources expenditures. Differences in judgment between management and regulatory authorities with respect to qualified expenditures may result in disallowed expenditures by the tax authorities. Any amount disallowed may result in the

2. BASIS OF PRESENTATION (continued)

The recoverability and measurement of deferred tax assets.

The Company operates in British Columbia, Canada and subject to its provincial corporate tax rates and rules of taxation. The Company calculates deferred income taxes based upon temporary differences between the assets and liabilities that are reported in its financial statements and their tax bases as deferred tax assets or liabilities, when applicable, as determined under applicable tax legislation.

The future realization of deferred tax assets can be affected by many factors, including: current and future economic conditions, net realizable fair market value, and can either be increased or decreased where, in the view of management, such change is warranted. No deferred tax assets have been deemed probable to date (See Note 8).

3. SIGNIFICANT ACCOUNTING POLICIES

Exploration and evaluations assets

The Company may hold interests in mineral property interests in various forms, including prospecting licenses, exploration and exploitation concessions, mineral leases and surface rights, and property options. The Company capitalizes payments made in the process of acquiring legal title to these properties. Mineral property interest acquisition costs are recorded at historical cost. Exploration and evaluation expenditures incurred on properties prior to obtaining legal rights to explore the specific area are charged to operations as incurred.

The carrying values of exploration and evaluation assets are assessed for impairment when facts and circumstances suggest that the carrying amount of an exploration and evaluation asset may exceed its recoverable amount. The carrying value of the exploration and evaluation asset is reviewed for indications of impairment at each reporting date. When impairment indicators exist, If it is determined that the estimated recoverable amount is less than the carrying value of an asset, then a write-down is made with a charge to operations.

An impairment loss is reversed if there is indication that there has been a change in the estimates used to determine the the carrying amount that would have been determined, net of amortization, if no impairment loss had been recognized.

Flow-through shares

Flow-through shares entitle a company that incurs certain resource expenditures in Canada to renounce them for tax purposes allowing the expenditures to be deducted for income tax purposes by the investors who purchase the shares.

At the time of closing a financing involving flow-through shares, the Company allocates proceeds received first to common shares based on the market trading price of the common shares at the time the flow-through shares are priced, and any excess is allocated to flow-through premium liability.

Thereafter, as qualifying resource expenditures are incurred, these costs are expensed as exploration and evaluation costs and the flow-through premium, if any, is amortized to profit or loss. At the end of each reporting period, the Company reviews its tax position and records an adjustment to its deferred tax expense/liability accounts for taxable temporary differences, including those arising from the transfer of tax benefits to investors through flow-through shares. For this adjustment, the Company considers the tax benefits (of qualifying resource expenditures already incurred) to have been effectively transferred, if it has formally renounced those expenditures at any time. The Company may also be subject to a Part XII.6 tax on flow-through proceeds renounced under the Look-back Rule in accordance with Government of Canada flow-through regulations. When applicable, this flow-through share tax expense is accrued and recorded in profit or loss.

Income taxes

Current income tax:

Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date, in the countries where the Company operates and generates taxable income.

Current income tax relating to items recognized directly in other comprehensive income or equity is recognized in other comprehensive income or equity and not in profit or loss. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

Deferred income tax:

Deferred income tax is recognized, using the asset and liability method, on temporary differences at the reporting date arising between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

The carrying amount of deferred income tax assets is reviewed at the end of each reporting period and recognized only to the extent that it is probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilized.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

Deferred income tax assets and deferred income tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current income tax liabilities and the deferred income taxes relate to the same taxable entity and the same taxation authority.

Rehabilitation provisions

The Company is subject to various government laws and regulations relating to environmental disturbances caused by exploration and evaluation activities. The Company records the present value of the estimated costs of legal and constructive obligations required to restore the exploration sites in the period in which the obligation is determined. The nature of the rehabilitation activities includes restoration, reclamation and re-vegetation of the affected exploration sites.

The rehabilitation provision generally arises when the environmental disturbance is subject to government laws and regulations. When the liability is recognized, the present value of the estimated costs is capitalized by increasing the carrying amount of the related mineral property. Over time, the discounted liability is increased for the changes in present value based on current market discount rates and liability specific risks and the change is recorded to profit and loss. Additional environmental disturbances or changes in rehabilitation costs will be recognized as additions to the corresponding assets and rehabilitation liability in the period in which they occur.

As at September 30, 2020, management is not aware of any reportable rehabilitation provisions.

Equity Instruments

Financial instruments issued by the Company are classified as equity only to the extent that they do not meet the definition of a financial liability or financial asset. The Company's common shares are classified as equity instruments. Common shares issued for consideration other than cash are valued at the fair value of the assets received or the services rendered. If the fair value of the assets received or services rendered cannot be reliably measured, common shares issued for consideration will be valued at their fair value on the date of issuance. Where the Company issued common shares and warrants together as units, value is allocated first to share capital based on the market value of common shares on the date of issue, with any residual value from the proceeds being allocated to the warrants.

Financial Instruments

Financial assets

Initial recognition and measurement

A financial asset is measured initially at fair value plus, for an item not at fair value through profit or loss, transaction costs that are directly attributable to its acquisition or issue. On initial recognition, a financial asset is classified as measured at amortized cost or fair value through profit or loss. A financial asset is measured at amortized cost if it meets the conditions that i) the asset is held within a business model whose objective is to hold assets to collect contractual cash flows, ii) the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding, and iii) is not designated as fair value through profit or loss.

Subsequent measurement

The Company classifies its financial assets into the following categories, depending on the purpose for which the asset was acquired. Management determines the classification of its financial assets at initial recognition.

Financial assets at amortized cost - Amortized cost are those assets which are held within a business whose objective is to hold financial assets to collect contractual cash flows; and the terms of the financial assets must provide on specified dates cash flows solely through the collection of principal and interest.

There are no financial assets classified as measured as amortized cost.

• A financial asset shall be measured at fair value through profit or loss unless it is measured at amortized cost or FVOCI. The Company may however make the irrevocable option to classify particular investments as FVTPL. The Company has classified its cash as FVTPL.

T - FVTOCI assets are those assets which are held within a business whose objective is achieved by both collecting contractual cash flows and selling financial assets; and the contractual terms of the financial assets give rise on specified dates to cash flows solely through the collection of principal and interest. A financial asset measured at fair value through other comprehensive income is recognized initially at fair value less transaction costs directly attributable to the asset. After initial recognition, the asset is measured at fair value comprehensive income.

The Company does not have any financial assets measured at FVTOCI.

Financial Instruments (Continued)

All financial instruments are initially recognized at fair value on the statement of financial position. Subsequent measurement of financial instruments is based on their classification. Financial assets and liabilities classified at FVTPL are measured at fair value with changes in those fair values recognized in the statement of comprehensive loss for the year.

Financial liabilities

Management determines the classification of its financial liabilities at initial recognition.

Financial liabilities at amortized cost - The Company classifies all financial liabilities as subsequently measured at amortized cost using the effective interest method, except for financial liabilities carried at FVTPL and certain other exceptions.

accounts payable and accrued liabilities are financial liabilities measured at amortized cost.

Financial liabilities are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities.

Financial liabilities at FVTPL - A financial liability measured at FVTPL is initially measured at fair value with any associated transaction costs being recognized in profit or loss when incurred. Subsequently, the financial liability is re-measured at fair value, and a gain or loss is recognized in profit or loss in the reporting period in which it arises.

The Company does not have any financial liabilities measured at FVTPL.

Offsetting financial assets and liabilities

Financial assets and liabilities are offset and the net amount is presented in the statement of financial position only when the Company has a legally enforceable right to set off the recognized amounts and intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously.

Impairment of financial assets at amortized cost

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

Derecognition of financial assets

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

Loss per share

Basic loss per share is calculated by dividing the net loss available to common shareholders by the weighted average number of common shares outstanding during the period. The diluted loss per share are calculated based on the weighted average number of common shares outstanding during the period, plus the effects of the dilutive common share equivalents. This method requires that the dilutive effect of outstanding options and warrants issued be calculated using the treasury stock method. This method assumes that all common share equivalents have been exercised at the beginning of the period (or at the time of issuance, if later), and that the funds obtained thereby were used to purchase common shares of the Company at the average trading price of common shares during the period.

4. EXPLORATION AND EVALUATION ASSETS

	Kalum
	Project
	\$
Balance at July 20, 2020 (date of incorporation)	-
Acquisition costs	25,000
Airborne survey	75,000

Exploration and evaluation assets comprise the following accumulated expenditures:

Kalum Project

On August 12, 2020, as amended November 4, 2020, November 23, 2020, and December 16, 2020, the Company entered into a purchase Agreement ) with Eagle Plains Resources Ltd. Eagle Plains , whereby the Company was granted exclusive rights to acquire 60% of Eagle Plain 4 mining claims located in the Terrance area of British Columbia, Canada.

Balance at September 30, 2020 100,000

In order to exercise the option, the Company must meet the following commitments:

• a. Pay to Eagle Plains an aggregate of \$250,000 as follows:
• i. \$10,000 within 10 days after execution of a letter of intent (paid);
• ii. \$15,000 by 10 days after execution of the Option Agreement (paid);
• iii. \$25,000 by March 31, 2021;
• iv. \$50,000 by December 31, 2021;
• v. \$75,000 by December 31, 2022; and
• vi. \$75,000 in cash or shares, at the discretion of the Company, by December 31, 2023.
• b. Issue to Eagle Plains an aggregate of 1,000,000 common shares of the Company as follows:
• i. 200,000 shares 3 days after TSX Venture has provided notice shares;
• ii. 200,000 shares by March 31, 2021;
• iii. 200,000 shares by December 31, 2021;
• iv. 200,000 shares by December 31, 2022; and
• v. 200,000 shares by December 31, 2023.

4. EXPLORATION AND EVALUATION ASSETS (continued)

• c. Incur no less than \$3,000,000 of exploration expenditures as follows:
• i. \$100,000 by December 31, 2020 (completed);
• ii. \$500,000 by April 30, 2022;
• iii. \$800,000 by December 31, 2022; and
• iv. \$1,600,000 by December 31, 2023.

If the Company exercises the Option and acquires 60% rights, title and interest in the claims, Eagle Plains will be entitled to 2.0% net smelter royalty (one-half of which may be repurchased for \$1,000,000) and both parties will form a joint venture for the purpose of continued exploration and, if warranted, development of the property.

Subsequent to September 30, 2020, an additional \$47,363 was incurred in exploration and evaluation expenditures.

5. SHARE CAPITAL

Authorized:

Unlimited number of fully paid Class A common shares without par value and with voting rights

Issued:

From July 29, 2020 (date of incorporation) to September 30, 2020

On incorporation on July 29, 2020, the Company issued 2,000,000 founders shares at a price of \$0.005 per share for gross proceeds of \$10,000.

Pursuant to a private placement, on August 5, 2020, the Company issued 250,000 common shares at a price of \$0.05 per share for gross proceeds of \$12,500.

Pursuant to a private placement, on August 24, 2020, the Company issued 2,700,000 flow through common shares at a price of \$0.05 per share for gross proceeds of \$135,000.

Pursuant to a private placement, on August 24, 2020, the Company issued 1,300,000 common shares at a price of \$0.07 per share for gross proceeds of \$91,000.

Pursuant to a private placement, on September 14, 2020, the Company issued 414,285 common shares at a price of \$0.07 per share for gross proceeds of \$29,000. \$14,000 of share subscriptions receivable was received subsequent to September 30, 2020.

Total share issuance costs for the transactions related to the above amount to \$1,930.

6. RELATED PARTY TRANSACTIONS

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Related parties may be individuals or corporate entities. The Company has identified its directors and officers as its key management personnel.

	From July 29, 2020 (date of
	incorporation) to
	September 30, 2020
	\$
Professional	7,500

As at September 30, 2020, \$7,500 was owing to related parties of the Company. Any balances that would have been owing to related parties would be unsecured, would not bear interest, and would have no fixed terms of payments.

7. FINANCIAL AND CAPITAL RISK MANAGEMENT

			September 30,
	Level	Ref.	2020
			\$
Other financial assets	1	a	178,290
Other financial liabilities	2	b	44,150

a. Comprises cash

b. Comprises accounts payable and accrued liabilities

The Company has determined the estimated fair values of its financial instruments based on appropriate valuation methodologies; however, considerable judge financial instruments are not materially different from their carrying values due to the short-term maturity nature of the financial instruments.

Management of Industry and Financial Risk

The Company is engaged primarily in mineral exploration and manages related industry risk issues directly. The Company may be at risk for environmental issues and fluctuations in commodity pricing. Management is not aware of and does not anticipate any significant environmental remediation costs or liabilities in respect of its current operations.

the following:

Credit risk

Credit risk is the risk of loss due to the counterparty's inability to meet its obligations. risk is on its cash. Risk associated with cash is managed through the use of major banks which are high credit quality financial institutions as determined by rating agencies. The Company is not exposed to significant credit risk.

7. FINANCIAL AND CAPITAL RISK MANAGEMENT (continued)

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulties in meeting obligations when they become due. The Company ensures that there is sufficient capital in order to meet short-term operating requirements, after taking into is held in corporate bank accounts available on demand. The Liquidity risk has been assessed as being low. The Company is not exposed to significant liquidity risk.

Market Risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: currency risk, interest rate risk and price risk. The Company is not exposed to significant market risk.

Currency Risk

The Company is subject to normal market risks including fluctuations in foreign exchange rates and interest rates. While the Company manages its operations in order to minimize exposure to these risks, the Company has not entered into any derivatives or contracts to hedge or otherwise mitigate this exposure. The Company is not exposed to significant currency risk.

Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not exposed to significant interest rate risk.

Price Risk

The Company is exposed to price risk with respect to equity prices. Price risk as it relates to the Company is defined as the raise financing due to movements in individual equity prices or general movements in the level of the stock market. The Company closely monitors individual equity movements and the stock market to determine the appropriate course of action to be taken by the Company. The Company is not exposed to significant price risk.

Capital management

The Company's policy is to maintain a strong capital base so as to maintain investor and creditor confidence and to sustain future development of the business. The capital structure of the Company consists of components of shareholders' equity. There were no changes in the Company's approach to capital management during the period. The Company is actively looking to acquire an interest in a business or assets, and this involves a high degree of risk. The Company has not determined whether it will be successful in its endeavors and does not generate cash flows from opera primary source of funds comes from the issuance of common shares. The Company does not use other sources of financing that require fixed payments of interest and principal due to lack of cash flow from current operations and is not subject to any externally imposed capital requirements.

The Company is not subject to any externally imposed capital requirements.

8. DEFERRED INCOME TAX

A reconciliation of the expected income tax recovery to the actual income tax recovery is as follows:

	September 30,
	2020
Net loss for the period	(27,430)
Statutory tax rate	27%
Expected income taxes (recovery) at the statutory
tax rate	(7,000)
Finance fees charged to equity	(500)
Flow-through share expenditures renounced	20,000
Change in tax assets not recognized	(12,500)
Income tax expense (recovery)	-

The Company has the following tax effected deductible temporary differences for which no deferred tax asset has been recognized:

	September 30,
	2020
Deferred Tax Assets (Liabilities)	\$
Loss carry-forwards	7,000
Mineral resources	(20,000)
Share issuance costs	400
Unrecognized deferred tax assets	(12,600)
Net deferred tax assets	-

The Company has non-capital losses of approximately \$27,000 available to offset future income for income tax purposes which commence expiring in 2040. Due to the uncertainty of realization of these loss carry-forwards, the benefit is not reflected in the financial statements.

Years	\$
2020	27,000

9. SEGMENTED INFORMATION

The Company operates in one business segment being the exploration and development of resource properties. All assets of the Company are located in Canada.

10. COMMITTMENTS

As at September 30, 2020, the Company is committed to expend a further \$60,000 of flow-through share proceeds related to flow-through shares issued during the year on qualifying exploration expenditures. The Company must incur the eligible expenditures within 24 months from issuing the flow-through shares. The expenditures must be incurred by August 24, 2022.

11. SUBSEQUENT EVENTS

Pursuant to a private placement, on October 2, 2020, the Company issued 215,000 shares at a price of \$0.07 per share for gross proceeds of \$15,050. A further 400,000 shares were issued on November 23, 2020 at a price of \$0.07 per share for gross proceeds of \$28,000.

On October 5, 2020, the Company adopted the Incentive St are as follows:

• the aggregate number of shares pursuant to options granted under the Plan will not exceed 10% of the number of issued shares of the Company at the time of the granting of options under the Plan;
• no more than 5% of the issued shares of the Company, calculated at the date the option is granted, may be granted to any one Optionee (as hereinafter defined) in any 12-month period;
• no more than 2% of the issued shares of the Company, calculated at the date the option is granted, may be granted to any one Consultant in any 12-month period; and
• no more than an aggregate of 2% of the issued shares of the Company, calculated at the date the option is granted, may be granted to all Employees and/or Consultants conducting "Investor Relations Activities" (as that term is defined in TSX Venture Exchange Policy 1.1) in any 12-month period.

No stock options have been granted as of the date of release of these financial statements.

See Note 4 for additional subsequent events disclosure.

SCHEDULE C

REX RESOURCES CORP.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE PERIOD FROM INCORPORATION ON JULY 29, 2020 TO SEPTEMBER 30, 2020

[see attached]

REX RESOURCES CORP. FROM JULY 29, 2020 (DATE OF INCORPORATION) TO SEPTEMBER 30, 2020 (All amounts expressed in Canadian dollars, unless otherwise stated)

Rex Resources Corp. describes its financial results from July 29, 2020 (date of incorporation) to September 30, 2020. The MD&A should be read in conjunction with the financial statements of the Company and related notes, which have been September 30, 2020 audited nt accounting policies and a discussion of future accounting policy changes. expressed in the Canadian dollar.

is responsible for the preparation and presentation of the financial statements and the MD&A. The financial statements have been prepared in accordance with International Financial Accounting Standards tandards Board. This MD&A has been prepared in accordance with the requirements of securities regulators, including National Instrument 51-102 of the Canadian Securities Administrators.

Forward-Looking Statements

This MD&A may contain forward-looking statements based on assumptions and judgments of management regarding events or results that may prove to be inaccurate as a result of exploration or other risk factors beyond its control. Actual results may differ materially from the expected results.

Except for statements of historical fact, this MD&A contains certain "forward-looking information" within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. In particular, forward-looking information in this MD&A includes, but is not limited to, statements with respect to future events and is subject to certain risks, uncertainties and assumptions. Although we believe that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. We cannot guarantee future results, performance or achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking information.

Forward-looking information is based on the opinions and estimates of management at the date the statements are made, which are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking information. Some of the risks and other factors that could cause results to differ materially from those expressed in the forward-looking statements include, but are not limited to: general economic conditions in Canada, the United States and globally; governmental regulation of the mining industry, including environmental regulation; geological, technical and drilling problems; unanticipated operating events; competition for and/or inability to retain drilling rigs, personnel and other services; the availability of capital on acceptable terms; the need to obtain required approvals from regulatory authorities; stock market volatility; volatility in market prices for commodities; failure to maintain or obtain all necessary government permits, approvals and authorizations; the impact of Covid-19 or ; failure to maintain community acceptance (including First Nations); increase in costs; litigation; failure of counterparties to perform their contractual obligations; liabilities inherent in mining operations; changes in tax laws and incentive programs relating to the mining industry; and the other factors described herein under "Risks and Uncertainties" as well as in our public filings available at www.sedar.com. Readers are cautioned that this list of risk factors should not be construed as exhaustive.

The forward-looking information contained in this MD&A is expressly qualified by this cautionary statement. We undertake no duty to update any of the forward-looking information to conform such information to actual results or to changes in our expectations except as otherwise required by applicable securities legislation. Readers are cautioned not to place undue reliance on forward-looking information.

This MD&A is current as at , 2021.

BACKGROUND

The Company is a development stage company engaged in the acquisition and exploration of mineral properties. The Company is currently focusing its exploration activities on precious metals in the Terrace area of British Columbia, Canada. The Company is a British Columbia company. Its primary business objective is to successfully earn into its key mineral project, and locate and develop this key project into an economically viable mineral property. The Company is primarily a junior exploration company with no revenues from mineral producing operations. The recoverability of amounts shown for the mineral properties and related deferred exploration expenditures is dependent upon the discovery of economically recoverable reserves, the ability of the Company to obtain necessary financing to complete the exploration of the property, and upon future profitable production.

In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. The impact of the COVID-19 pandemic has major implications for all economic activities, including that of the Company. At this time, it is not possible to predict the duration or magnitude of the adverse results of the outbreak, however, management believes that the impact to the Company will be limited mainly to the curtailment of travel and access to mineral projects due to travel and social distancing restrictio current operations to date. The Company's current focus is on its project located in British Columbia, Canada and as a result, access to the property is not prohibited. The Company may consider acquisitions of other properties in foreign or domestic jurisdictions in the future.

MINERAL PROPERTIES

Kalum Project

On August 12, 2020, as amended November 4, 2020, November 23, 2020, and December 16, 2020, the Company entered into purchase with ., whereby the Company was granted exclusive rights to acquire 60% of Eagle Plain 4 mining claims located in the Terrance area of British Columbia, Canada.

In order to exercise the option, the Company must meet the following commitments:

• a. Pay to Eagle Plains an aggregate of \$250,000 as follows:
• i. \$10,000 within 10 days after execution of a letter of intent (paid);
• ii. \$15,000 by 10 days after execution of the Option Agreement (paid);
• iii. \$25,000 by March 31, 2021;
• iv. \$50,000 by December 31, 2021;
• v. \$75,000 by December 31, 2022; and

REX RESOURCES CORP. Management's Discussion and Analysis of Financial Condition and Results of Operations From July 29, 2020 (date of incorporation) to September 30, 2020

• vi. \$75,000 in cash or shares, at the discretion of the Company, by December 31, 2023.
• b. Issue to Eagle Plains an aggregate of 1,000,000 common shares of the Company as follows:
• i. shares;
• ii. 200,000 shares by March 31, 2021;
• iii. 200,000 shares by December 31, 2021;
• iv. 200,000 shares by December 31, 2022; and
• v. 200,000 shares by December 31, 2023.
• c. Incur no less than \$3,000,000 of exploration expenditures as follows:
• i. \$100,000 by December 31, 2020 (completed);
• ii. \$500,000 by April 30, 2022;
• iii. \$800,000 by December 31, 2022; and
• iv. \$1,600,000 by December 31, 2023.

As at the date of this document, an additional \$47,363 amount was incurred in exploration and evaluation expenditures.

If the Company exercises the Option and acquires 60% rights, title and interest in the claims, Eagle Plains will be entitled to 2.0% net smelter royalty (one-half which may be repurchased for \$1,000,000) and both parties will form a joint venture for the purpose of continued exploration and, if warranted, development of the property.

LIQUIDITY AND CAPITAL RESOURCES

of exploration and evaluation of a mining property, the most relevant financial information relates primarily to current liquidity, solvency and planned can successfully exercise its option, discover mineralization and the economic viability of developing its properties.

Such development may take years to complete and the amount of resulting income, if any, is difficult to determine. The sales value of a including the market value of the metals to be produced. The Company does not expect to receive significant income from any of its properties in the foreseeable future.

At September 30, 2020, the Company had working capital of \$134,140, including cash of \$178,290.

On incorporation on July 29, 2020, the Company issued 2,000,000 founder shares at a price of \$0.005 per share for gross proceeds of \$10,000.

Pursuant to a private placement, on August 5, 2020, the Company issued 250,000 common shares at a price of \$0.05 per share for gross proceeds of \$12,500.

Pursuant to a private placement, on August 24, 2020, the Company issued 2,700,000 flow through common shares at a price of \$0.05 per share for gross proceeds of \$135,000.

REX RESOURCES CORP. Management's Discussion and Analysis of Financial Condition and Results of Operations From July 29, 2020 (date of incorporation) to September 30, 2020

Pursuant to a private placement, on August 24, 2020, the Company issued 1,300,000 common shares at a price of \$0.07 per share for gross proceeds of \$91,000.

Pursuant to a private placement, on September 14, 2020, the Company issued 414,285 common shares at a price of \$0.05 per share for gross proceeds of \$29,999. \$14,000 was received subsequent to September 30, 2020.

expected cash resources are sufficient to meet its working capital and mineral property requirements for the next year, however the Company has no source of revenue therefore management will continue to seek new sources of capital to maintain its operations and to further the development and acquisition of its mineral properties.

applicable to a going concern, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. During the year ended September 30, 2020, the Company incurred a net loss of \$27,430(2017: n/a).

OUTSTANDING SHARE DATA

The following share capital as of date of this document is:

	Balance
Shares issued and outstanding	7,279,285

RESULTS OF OPERATION

Date of Incorporation, June 15, 2020 (date of incorporation) to September 30, 2020

The Company incurred a net loss of \$44,187 for the current period. There are no meaningful comparisons to be made with prior periods.

SELECTED QUARTERLY INFORMATION FOR MOST RECENT COMPLETED QUARTERS

	Date of Incorporation,
	June 15, 2020 to
	September 30, 2020
	\$
Net profit (loss)	(27,430)
Basic profit (loss) per share	(0.01)
Diluted profit (loss) per share	N/A

SELECTED ANNUAL INFORMATION FOR MOST RECENT COMPLETED YEARS

	Date of Incorporation, June 15, 2020 to September 30, 2020 \$
Income Statement
Net profit (loss)	(27,430)
Loss per share (basic and diluted)	(0.01)
Balance Sheet
Total resource properties	-
Total assets	230,629
Total long-term liabilities	-

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

		September 30,
	Ref.	2020
		\$
Other financial assets	a	178,290
Other financial liabilities	b	44,150

a. Comprises cash and prepaid expenses.

b. Comprises accounts payable.

The Company has determined the estimated fair values of its financial instruments based on appropriate valuation financial instruments are not materially different from their carrying values.

Management of Industry and Financial Risk

The Company is engaged primarily in mineral exploration and manages related industry risk issues directly. The Company may be at risk for environmental issues and fluctuations in commodity pricing. Management is not aware of and does not anticipate any significant environmental remediation costs or liabilities in respect of its current operations.

the following:

Credit risk

Credit risk is the risk of loss due to the counterparty's inability to meet its obligations. risk is on its cash and other receivables. Risk associated with cash is managed through the use of major banks which are high credit quality financial institutions as determined by rating agencies. Other receivables comprise sales tax refunds from the Canadian federal government.

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulties in meeting obligations when they become due. The Company ensures that there is sufficient capital in order to meet short-term operating requirements, after taking into is held in corporate bank accounts available on demand. Liquidity risk has been assessed as being high.

Market Risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: currency risk, interest rate risk and price risk.

Currency Risk

The Company is subject to normal market risks including fluctuations in foreign exchange rates and interest rates. While the Company manages its operations in order to minimize exposure to these risks, the Company has not entered into any derivatives or contracts to hedge or otherwise mitigate this exposure.

Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not exposed to significant interest rate risk relating to its related party balances (Note 7).

Price Risk

The Company is exposed to price risk with respect to equity prices. Price risk as it relates to the Company is defined as the raise financing due to movements in individual equity prices or general movements in the level of the stock market. The Company closely monitors individual equity movements and the stock market to determine the appropriate course of action to be taken by the Company.

Capital management

The Company's policy is to maintain a strong capital base so as to maintain investor and creditor confidence and to sustain future development of the business. The capital structure of the Company consists of components of shareholders' equity. There were no changes in the Company's approach to capital management during the year. The Company is not subject to any externally imposed capital requirements.

RELATED PARTY TRANSACTIONS

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Related parties may be individuals or corporate entities. The Company has identified its directors and officers as its key management personnel.

	From July 29, 2020 (date of
	incorporation) to
	September 30, 2020
	\$
Professional fees paid or accrued to	7,500
the Chief Financial Officer

As at September 30, 2020, \$7,500 was owing to related parties of the Company. Any balances that would have been owing to related parties would be unsecured, would not bear interest, and would have no fixed terms of payments.

Off-Balance Sheet Transactions

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

CRITICAL ACCOUNTING ESTIMATES

The preparation of these financial statements requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, and revenue and expenses.

The use of estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and further periods if the review affects both current and future periods. Accounts which require management to make material estimates and significant assumptions in determining amounts recorded include: impairment of exploration and evaluation assets, share-based payments, and determination of functional currency.

i) Impairment

The Company assesses its exploration and evaluation assets annually to determine whether any indication of impairment exists. Where an indicator of impairment exists, an estimate of the recoverable amount is made, which is considered to be the higher of the fair value less costs to sell and value in use. These assessments may require the use of estimates and assumptions such as long-term commodity prices, discount rates, future capital requirements, and exploration potential.

ii) Share based payments

The Company follows accounting guidelines in determining the fair value of stock-based compensation. The computed amount is not based on historical cost, but is derived based on subjective assumptions input into an option pricing model. The model requires that management make forecasts as to future events, including estimates of: the expected life of o e); and the appropriate risk-free rate of interest. Stock-based compensation incorporates an expected forfeiture rate. The resultin value derived is highly subjective and dependent entirely upon the input assumptions made.

iii) Functional and presentational currency

These financial statements are presented in Canadian dollars, which is s functional currency.

iv) Basis of measurement

These financial statements have been prepared on a historical cost basis and except for cash flow information, using the accrual basis of accounting.

PROPOSED TRANSACTIONS

None.

RISK AND UNCERTAINTIES

The Company is in the mineral exploration and development business and, as such, is exposed to a number of risks and uncertainties that are not uncommon to other companies in the same business. Some of the possible risks include the following:

• a) The industry is capital intensive and subject to fluctuations in metal prices, market sentiment, foreign exchange and profitable operations are dependent upon the discovery and development of economic ore reserves and the ability to arrange sufficient financing to bring the ore reserves into production.
• b) The most likely sources of future funds for further acquisitions and exploration programs undertaken by the Company are the sale of equity capital and the offering by the Company of an interest in its properties to be earned by another interested party carrying out further exploration or development. If such exploration programs are successful, the development of economic ore bodies and commencement of commercial production may require future equity financings by the Company, which are likely to result in substantial dilution to the holdings of existing shareholders.
• c) ces are largely determined by the strength of the resource markets and the status of the
• d) The prices of metals greatly affect the value and potential value of its exploration and evaluation assets. This, in turn, greatly affects its ability to raise equity capital, negotiate option agreements and form joint ventures.
• e) The Company must comply with health, safety, and environmental regulations governing air and water quality and land withdrawn temporarily where there is evidence of serious breaches of such regulations, or even permanently in the case of extreme breaches. Significant liabilities could be imposed on the Company for damages, clean-up costs or penalties in the event of certain discharges into the environment, environmental damage caused by previous owners of acquired properties or noncompliance with environmental laws or regulations.
• f) The operations of the Company will require various licenses and permits from various governmental authorities. There is no assurance that the Company will be successful in obtaining the necessary licenses and permits to continue exploration and development activities in the future.
• g) Although the Company has taken steps to verify title to exploration and evaluation assets in which it has an interest, these procedures do not guarantee the Comp and title may be affected by such undetected defects.

Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, then actual results may vary materially from those described in any forward looking statement. The development and exploration activities of the Company are subject to various laws governing exploration, development, and labour standards which may affect the operations of the Company as these laws and regulations set various standards regulating certain aspects of health and environmental quality. They provide for penalties and other liabilities for the violation of such standards and establish, in certain circumstances, obligations to rehabilitate current and former facilities and locations where operations are, or were conducted.

MANAGEMENT S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

The information provided in this report is the responsibility of management. In the preparation of these statements, estimates are sometimes necessary to make a determination of future values for certain assets or liabilities. Management believes such estimates have been based on careful judgments and have been properly reflected in the accompanying financial statements.

CERTIFICATE OF REX RESOURCES CORP.

Dated: January 21, 2021

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

Craig Taylor Chief Executive Officer

"Craig Taylor" "Ryan Cheung" Ryan Cheung Chief Financial Officer and Secretary

ON BEHALF OF THE BOARD OF DIRECTORS

Anthony Zelen Director

"Anthony Zelen" "Alan Hitchborn"

Alan Hitchborn Director

C-2

CERTIFICATE OF PROMOTER

Dated: January 21, 2021

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

"Craig Taylor" Craig Taylor

CERTIFICATE OF THE AGENT

Dated: January 21, 2021

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

MACKIE RESEARCH CAPITAL CORPORATION

"Jovan Stupar"

Jovan Stupar Managing Director