A copy of this preliminary prospectus has been filed with the securities regulatory authorities in 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 only by persons permitted to sell such securities. The securities offered by this Prospectus have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or the securities laws of any state of the United States and, subject to certain exceptions, may not be offered or sold within the United States of America or to, or for the benefit or account of, U.S. persons (as defined in Rule 902(k) of Regulation S under the U.S. Securities Act ("U.S. Persons"), except in transactions exempt from registration under the U.S. Securities Act and under the securities laws of any applicable state. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby within the United States. See "Plan of Distribution".

PRELIMINARY PROSPECTUS

INITIAL PUBLIC OFFERING

May 30, 2025

RIVER ROAD RESOURCES LTD.

OFFERING: 2,500,000 COMMON SHARES AT A PRICE OF $0.15 PER COMMON SHARE

River Road Resources Ltd. (the "Company" or "River Road") is offering (the "Offering") for sale to the public 2,500,000 common shares (the "Offering Shares") of the Company at a price of $0.15 per Offering Share (the "Offering Price"). Research Capital Corporation (the "Agent") has agreed to act as agent for the Offering on a commercially reasonable efforts basis. The Offering Price of the Offering Shares was determined by arm's length negotiation between the Agent and the Company in accordance with the policies of the TSX Venture Exchange (the "TSXV").

	Number of Shares	Price to the Public	Agent's Commission(1)(2)	Net Proceeds to the Company(3)
Offering	2,500,000	$375,000	$30,000	$345,000
Per Offering Share	1	$0.15	$0.012	$0.138

Notes:

(1) The Company has agreed to pay the Agent, on the Closing Date (defined herein), a cash commission (the "Agent's Commission") equal to 8.0% of the gross proceeds of the Offering, provided that the Agent's Commission shall be reduced to 3.0% on sales to purchasers (the "Purchasers") designated by the Company to the Agent (the "President's List Purchasers"). See "Plan of Distribution". The Agent's Commission set forth in this table reflects the Agent's Commission payable in respect of Purchasers who are not President's List Purchasers. In addition, the Agent will be paid a corporate finance fee of $27,500, plus GST for providing corporate finance services in connection with the Offering (the "Corporate Finance Fee"). The Company paid the Agent $12,500 of the Corporate Finance Fee on February 7, 2025, and the balance of $16,375 will be payable from the proceeds of the Offering on closing of the Offering.

(2) The Company has agreed to issue to the Agent, agent's compensation warrants (the "Agent's Warrants") to purchase that number of common shares (the "Agent's Warrant Shares") equal to 8.0% of the aggregate number of Offering Shares sold under the Offering to Purchasers other than President's List Purchasers, and 2.0% of the total number of Offering Shares sold under the Offering to the President's List Purchasers. See "Plan of Distribution" and "Description of Securities Distributed". Each Agent's Warrant is exercisable at the Offering Price for a period of 24 months from the Closing Date (defined herein). This Prospectus qualifies the issuance of the Agent's Warrants.

(3) After deducting the Agent's Commission (assuming no sales to President's List Purchasers) but before deducting the balance of the Corporate Finance Fee payable (being $16,375) and the remaining expenses of the Agent which, together with the Agent's Commission, will be paid by the Company out of the gross proceeds of the Offering. See "Use of Proceeds".

The following table sets out the number of securities issuable by the Company to the Agent.

Agent's Position	Number of securities available for the Offering	Exercise Period or Acquisition Date	Exercise Price or Acquisition Price
Agent's Warrants	Up to 200,000 Agent's Warrants	24 Months from the Closing Date	$0.15 per Agent's Warrant Share

There is no market through which these securities may be sold and Purchasers may not be able to resell securities purchased under this 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".

Concurrently with the filing of this Prospectus, the Company intends to apply to list the Common Shares (as defined herein) on the TSXV. Listing of the Common Shares will be subject to the Company fulfilling all of the listing requirements of the TSXV.

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

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

The Offering is not underwritten nor guaranteed by any person. The Agent, as exclusive agent of the Company for the purposes of the Offering, conditionally offers the Offering Shares on a commercially reasonable efforts basis, subject to prior sale, if, as and when issued by the Company and accepted by the Agent in accordance with the Agency Agreement referred to under "Plan of Distribution" and subject to approval of certain legal matters on behalf of the Company by Morton Law LLP and on behalf of the Agent by Vantage Law Corporation. Subscriptions for the Offering Shares will be received subject to rejection or allotment in whole or in part and the Agent reserves the right to close the subscription books at any time without notice.

The Offering is being made on a commercially reasonable efforts basis. All subscription funds received will be held by the Agent, and if subscriptions are not received within ninety (90) days from the Effective Date, subscription monies will be returned to Purchasers without interest or deduction. If the Offering is not completed within ninety (90) days from the Effective Date, the Offering may continue if the Company files and receives a receipt for an amended and restated preliminary prospectus and the amended and restated preliminary prospectus has been sent to all Purchasers who subscribed during the initial ninety (90) day period from the Effective Date. The maximum distribution period for the Offering is 180 days from the Effective Date. See "Plan of Distribution".

An investment in the securities of the Company is highly speculative and involves significant risks that should be carefully considered by prospective Purchasers before purchasing such securities. The risks outlined in this Prospectus should be carefully reviewed and considered by prospective Purchasers in connection with an investment in such securities. An investment in the Offering Shares is suitable only for those Purchasers who are willing to risk a loss of some or all of their investment and who can afford to lose some or all of their investment. See "Risk Factors".

Prospective Purchasers should rely only on the information contained in this Prospectus. Neither the Agent nor the Company has authorized anyone to provide you with different information. The Company is not making an offer of these securities in any jurisdiction where the offer is not permitted. Purchasers should not assume that the information contained in this Prospectus is accurate as of any date other than the date on the front of this Prospectus. If a material change occurs before the Closing of the Offering, the Company would be required to file an amendment to this Prospectus as soon as practicable, and in any event, within 10 days after the material change occurred.

It is expected that share certificates evidencing the Offering 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 Offering Shares were purchased.

AGENT:

Research Capital Corporation
1920-1075 West Georgia Street
Vancouver, BC V6E 3C9

GLOSSARY ... 1
GLOSSARY OF TECHNICAL TERMS ... 5
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS ... 6
IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS ... 8
CURRENCY PRESENTATION ... 8
ELIGIBILITY FOR INVESTMENT ... 9
TECHNICAL INFORMATION ... 10
SUMMARY OF PROSPECTUS ... 11
CORPORATE STRUCTURE ... 15
DESCRIPTION OF THE BUSINESS ... 15
THE PROPERTY ... 17
USE OF PROCEEDS ... 34
DIVIDENDS OR DISTRIBUTIONS ... 37
MANAGEMENT’S DISCUSSION AND ANALYSIS ... 38
DISCLOSURE OF OUTSTANDING SECURITY DATA ... 38
DESCRIPTION OF SECURITIES DISTRIBUTED ... 39
CONSOLIDATED CAPITALIZATION ... 39
OPTIONS TO PURCHASE SECURITIES ... 40
PRIOR SALES ... 45
ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTION ON TRANSFER ... 45
PRINCIPAL SHAREHOLDERS ... 48
DIRECTORS AND OFFICERS ... 50
EXECUTIVE COMPENSATION ... 55
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS ... 58
AUDIT COMMITTEE AND CORPORATE GOVERNANCE ... 58
PLAN OF DISTRIBUTION ... 62
RISK FACTORS ... 64
PROMOTERS ... 78
LEGAL PROCEEDINGS AND REGULATORY ACTIONS ... 79
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS ... 79
RELATIONSHIP BETWEEN THE COMPANY AND AGENT ... 79
AUDITOR, TRANSFER AGENT AND REGISTRAR ... 79
MATERIAL CONTRACTS ... 79
INTEREST OF EXPERTS ... 80
OTHER MATERIAL FACTS ... 80

PURCHASER'S STATUTORY RIGHT OF WITHDRAWAL AND RESCISSION ...81
FINANCIAL STATEMENTS...81
SCHEDULE A – FINANCIAL STATEMENTS
SCHEDULE B – MD&A
SCHEDULE C – AUDIT COMMITTEE CHARTER

GLOSSARY

In this Prospectus, unless the context otherwise requires, the following words and phrases shall have the meanings set forth below:

“$0.10 Warrants” had the meaning ascribed to it under “Description of Business”;

“Agency Agreement” means the agency agreement to be entered into between the Agent and the Company relating to the Offering;

“Agent” means Research Capital Corporation;

“Agent’s Commission” has the meaning ascribed to it on the face page of the Prospectus;

“Agent’s Warrants” has the meaning ascribed to it on the face page of this Prospectus;

“Agreement Date” means January 24, 2025, the date of the Option Agreement;

“Audit Committee” means the audit committee of the Board;

“Author” means Ken MacDonald, P. Geo, author of the Technical Report;

“Awards” has the meaning ascribed to it under “Options to Purchase Securities – Omnibus Equity Incentive Plan”;

“BCBCA” means the Business Corporations Act (British Columbia), as amended, including all regulations promulgated thereunder;

“BCSC” means the British Columbia Securities Commission;

“Board of Directors” or the “Board” means the board of directors of the Company, as constituted from time to time;

“Business Day” means a day, other than Saturdays, Sundays and statutory holidays, when the banks conducting business in the city of Vancouver, British Columbia are generally open for the transaction of banking business;

“Closing” means the closing of the Offering;

“Closing Date” has the meaning ascribed to it on the face page of the Prospectus;

“Common Share” means a common share in the capital of the Company;

“Company” or “River Road” means River Road Resources Ltd., together with its successors and assigns;

“Consultant” as the meaning ascribed to it under “Employment, Consulting and Management Agreements”;

“Corporate Finance Fee” has the meaning ascribed to it on page ii of this Prospectus;

“CSA” means the Canadian Securities Administrators;

"Deferred Plans" means, collectively, RRSP, RRIF, RESP, RDSP, FHSA, and TFSA;

"Deferred Share Units" or "DSUs" has the meaning ascribed to it under "Options to Purchase Securities – Omnibus Equity Incentive Plan";

"Effective Date" means the date that a Final Receipt is issued or deemed to be issued by each of the Securities Commissions in accordance with the procedures for prospectus review in multiple jurisdictions provided for under NP 11-202 and MI 11-102;

"Escrow Agreement" means the escrow agreement to be dated as of the Closing Date between Odyssey Trust Company, as escrow agent, the Company, and certain principals of the Company, referred to under "Escrowed Securities and Securities Subject to Contractual Restriction on Transfer";

"Escrow Shareholders" has the meaning the meaning ascribed to it under "Escrowed Securities and Securities Subject to Contractual Restriction on Transfer – Escrow under NP 46-201";

"Escrowed Securities" has the meaning the meaning ascribed to it under "Escrowed Securities and Securities Subject to Contractual Restriction on Transfer – Escrow under NP 46-201";

"FHSA" means the first home savings account;

"Final Option" means the Company's (i) issuance of 1,500,000 Common Shares to the Optionor within 30 months of the Option Agreement; and (ii) incurrence of an additional $200,000 in exploration expenditures on the Property within 30 months of the Option Agreement;

"Final Receipt" means the final receipt issued by the securities regulatory authorities in the Qualifying Jurisdictions for this Prospectus;

"Financial Statements" means the audited financial statements of the Company as at February 28, 2025 and February 29, 2024, which are attached as Schedule "A" to this Prospectus;

"Going Public Transaction" means (I) the listing of the Common Shares on a recognized stock exchange in Canada or United States; or (II) the completion of a transaction (including a qualifying transaction, reverse takeover, reverse or forward triangular merger, amalgamation, merger, share exchange, plan of arrangement, business combination or similar transaction) between the Company and another company (or companies) which results in the shareholders of the Company receiving, in exchange for their securities, securities of a company listed on a recognized stock exchange in Canada or United States;

"Grant Agreement" has the meaning ascribed to it under "Options to Purchase Securities – Omnibus Equity Incentive Plan";

"IFRS" means the International Financial Reporting Standards;

"Initial Option" means the Company acquiring a 60% interest in the Property, pursuant to the Option Agreement, on completion of the Company's: (i) payment of $15,000 cash to the Optionor within 5 business days of the Agreement Date; (ii) issuance of 800,000 Common Shares on or before the date that is 10 business days after the Company's Common Shares are listed for trading on the TSXV; and (iii) incurrence of $100,000 in exploration expenditures on the Property within 12 months of the Agreement Date;

"Insider" has the meaning ascribed to it in the applicable securities laws as more particularly defined in "Escrowed Securities and Securities Subject to Contractual Restriction on Transfer";

"IPO" has the meaning ascribed to it under "Disclosure of Outstanding Security Data";

"ISOs" has the meaning ascribed to it under "Options to Purchase Securities – Omnibus Equity Incentive Plan";

"Joint Venture" has the meaning ascribed to it under "Description of Business – Option Agreement";

"Listing Date" means the date on which the Common Shares are listed for trading on the TSXV;

"MD&A" means management’s discussion and analysis;

"MI 11-102" means Multilateral Instrument 11-102- Passport System;

"NI 52-110" means National Instrument 52-110 – Audit Committees of the CSA;

"NI 58-101" means National Instrument 58-101 – Disclosure of Corporate Governance Practices of the CSA;

"NP 11-202" means National Policy 11-202 – Process for Prospectus Reviews in Multiple Jurisdictions;

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

"NSR" means net smelter returns;

"Offering" has the meaning ascribed to it on the face page of this Prospectus;

"Offering Price" has the meaning ascribed to it on the face page of this Prospectus;

"Offering Shares" has the meaning ascribed to it on the face page of this Prospectus;

"Option Agreement" means the option agreement dated January 24, 2025 between the Company and the Optionor pursuant to which the Company is granted an option to acquire an up to 100% interest in the Property;

"Option Price" has the meaning ascribed to it under "Options to Purchase Securities – Omnibus Equity Incentive Plan";

"Optionor" or "Nexus" means Nexus Uranium Corp.;

"Options" means options to purchase Common Shares granted by the Board of Directors to certain directors, officers, employees and consultants of the Company pursuant to the Plan (defined herein);

"RDSP" means the registered disability savings plan;

"RESP" means the registered education savings plan;

"Royalty" means a 2.0% NSR royalty on the Property to be granted to the Optionor, upon exercise of the Final Option;

"RRIF" means the registered retirement income fund;

"RRSP" means the registered retirement savings plan;

"Participant" has the meaning ascribed to it under "Options to Purchase Securities – Omnibus Equity Incentive Plan";

"Performance Criteria" has the meaning ascribed to it under "Options to Purchase Securities – Omnibus Equity Incentive Plan";

"Plan" means the omnibus equity incentive plan of the Company, as more particularly described under "Options to Purchase Securities – Omnibus Equity Incentive Plan";

"President's List Purchaser" has the meaning ascribed to it on the face page of this Prospectus;

"Promoter" means a person who:

(a) acting alone or in concert with one or more other persons, directly or indirectly, takes the initiative in founding, organizing or substantially reorganizing the business of the Company; or
(b) in connection with the founding, organization or substantial reorganization of the business of the Company, directly or indirectly receives, in consideration of services or property or both, 10% or more of a class of the Company's own securities or 10% or more of the proceeds from the sale of a class of the issuer's own securities of a particular issue,

but does not include a person who:

(i) as underwriting commissions, or
(ii) in consideration for property, and

(d) does not otherwise take part in founding, organizing or substantially reorganizing the business;

"Property" means the Stobart project, comprised of two mineral claims totalling approximately 724 hectares, located in the Clinton Mining District of British Columbia;

"Prospectus" means this prospectus and any appendices, schedules or attachments hereto;

"Purchaser" means a person or other entity that purchases Offering Shares under the Offering;

"Qualifying Jurisdictions" means the provinces of British Columbia, Alberta, and Ontario;

"Restricted Period" has the meaning ascribed to it under "Options to Purchase Securities – Omnibus Equity Incentive Plan";

"Restricted Share Units" or "RSUs" has the meaning ascribed to it under "Options to Purchase Securities – Omnibus Equity Incentive Plan";

"Securities Commissions" means, collectively, the securities commissions or similar regulatory authorities in the Qualifying Jurisdictions;

"Selling Firms" means licensed dealers, brokers and investment dealers retained by the Agent in respect of the Offering;

"SSRR" means seed share resale restrictions;

"Tax Act" means the Income Tax Act (Canada) and the regulations thereunder, as amended;

"Technical Report" means the technical report entitled "Technical Report on the Stobart Property 2025", with an effective date of April 30, 2025, prepared by the Author;

"TFSA" means tax-free savings account;

"TSXV" means the TSX Venture Exchange;

"U.S. Person" has the meaning ascribed to it in Rule 902(k) of Regulation S under the U.S. Securities Act;

"U.S. Securities Act" means the United States Securities Act of 1933, as amended;

"U.S." or "United States" means the United States of America, its territories and possessions, any State of the United States, and the District of Columbia.

GLOSSARY OF TECHNICAL TERMS

In this Prospectus and in the Technical Report, the following abbreviations have the following meanings:

°	degrees (angle)	m	meters
°C	degrees Celsius (temperature)	Mg	magnesium
%	percent	mL	milliliter
Ag	silver	mm	millimeter
As	Arsenic	Mn	manganese
Au	gold	MX	mining exploration
Ba	barium	N	north
Ca	calcium	NE	north-east
Cu	copper	NW	north-west
F	fluorine	Pb	lead
Fe	Iron	ppb	parts-per-billion
g	gram	ppm	parts-per-million
g/t	metric gram per metric tonne	Sb	antimony
ha	hectare	SE	south-east
Hg	mercury	Se	selenium
kg	kilogram	SW	south-west
km	kilometer	Te	tellurium
km²	square kilometers	Zn	zinc

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this Prospectus constitute forward-looking information and forward-looking statements within the meaning of applicable securities legislation (collectively “forward-looking statements”). Forward-looking statements may include financial and other projections, as well as statements regarding future plans, objectives or economic performance, or the assumption underlying any of the foregoing. The use of any of the words “may”, “would”, “could”, “will”, “likely”, “expect”, “anticipate”, “believe”, “intend”, “plan”, “forecast”, “project”, “estimate”, and other similar expressions are intended to identify forward-looking statements.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements. Accordingly, Purchasers should not place undue reliance on any such forward-looking statements. Further, any forward-looking statement speaks only as of the date on which such statement is made. New factors emerge from time to time, and it is not possible for management to predict all of such factors and to assess in advance the impact of each such factor on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. In addition, this Prospectus may contain forward-looking statements attributed to third party industry sources.

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

the Company becoming a reporting issuer in British Columbia, Alberta, and Ontario and receipt of a final receipt from the Securities Commissions.
the listing of the Common Shares on the TSXV including the Company fulfilling all applicable listing requirements.
the total funds expected to be available to the Company, use of available funds and principal purposes of the Company.
the principal business carried on and intended to be carried on by the Company.
proposed expenditures for exploration and development work on the 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 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, in a timely manner, of regulatory and other required approvals.
the Company’s expectations regarding its revenue, expenses, operations, costs, cash flows and future growth.
the Company’s anticipated cash needs and its needs for additional financing.
conditions in the financial markets generally, and with respect to this Prospectus, for small mineral resources companies specifically.
treatment under governmental regulatory regimes and tax laws, and capital expenditure programs.
expectations with respect to the Company’s future working capital position.
capital expenditure programs.
the anticipated compensation of directors and officers.
estimated audit fees for the financial years ended February 28, 2025 and February 29, 2024.

Forward-looking statements are based on the reasonable assumptions, estimates, analysis and opinions of management made in light of its experience and its perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances at the date that such statements are made, but which may prove to be incorrect. With respect to forward-looking statements contained in this Prospectus, assumptions have been made regarding, among other things:

the Company’s ability to obtain qualified staff and equipment in a timely and cost-efficient manner;
the impact of any changes in law;
the regulatory framework governing royalties, taxes and environmental matters in Canada and any other jurisdictions in which the Company may conduct its business in the future;
future exploration plans for the Property as currently envisioned;
future capital expenditures to be made by the Company;
future sources of funding for the proposed exploration program;
the Company’s future debt levels;
the Company’s ability to engage and retain qualified key personnel and employees;
the intentions of the Board with respect to the executive compensation plans and corporate governance programs described herein;
the impact of increasing competition on the Company;
the Company’s ability to obtain financing on acceptable terms, or at all, to finance continued exploration of the Property;
general business and economic conditions;
the maintenance of the Company’s current good relationships with local communities in the regions in which it operates, NGOs or local community organizations, service providers, and other third parties;
business strategy, including budgets, projected costs, projected capital expenditures, taxes, plans, objectives, and industry trends;
expectations concerning the results of exploration on the Property; and
the economic viability of exploration at the Property.

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

competition for, among other things, capital, skilled personnel, and access to adequate services and supplies required for exploring the Property;
changes in exchange rates, laws of U.S. or laws of Canada affecting foreign trade, taxation and investment;
treatment under applicable governmental regimes for permitting and approvals;
ultimate ability to mine, process and sell mineral products on economically favourable terms; and
the other factors discussed under “Risk Factors”.

Readers are cautioned that the foregoing lists of factors are not exhaustive.

The material factors and assumptions used in developing the forward-looking statements are based on the assumptions of the Company, including the ultimate determination of mineral reserves, if any, the availability and final receipt of required approvals, licenses and permits, sufficient working capital to develop and operate any proposed mine, access to adequate services and supplies, economic conditions, commodity prices, interest rates, access to capital and debt markets and associated costs of funds, availability of a qualified work force, and the ultimate ability to mine, process and sell mineral products on

economically favourable terms. While the Company considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect. Actual results may vary from such forward-looking statements for a variety of reasons, including but not limited to risks and uncertainties disclosed in this Prospectus. See “Risk Factors”. Forward-looking statements are based upon management’s beliefs, estimates and opinions on the date the statements are made and, other than as required by law, the Company does not intend, and undertakes no obligation to update any forward-looking statements to reflect, among other things, new information or future events.

Upon becoming a reporting issuer, the Company intends to discuss in its quarterly and annual reports referred to as the Management’s Discussion and Analysis, any events and circumstances that occurred during the period to which such document relates that are reasonably likely to cause actual events or circumstances to differ materially from those disclosed in this Prospectus. New factors emerge from time to time, and it is not possible for management to predict all such factors and to assess in advance the impact of each such factor on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement.

Investors are cautioned against placing undue reliance on forward-looking statements.

The forward-looking statements contained in this Prospectus are expressly qualified by this cautionary statement. Except as required under applicable securities laws, the Company does not undertake or assume any obligation to publicly update or revise any forward-looking statements. Purchasers should read this entire Prospectus and consult their own professional advisors to assess the income tax, legal, risk factors and other aspects of their investment in the Offering Shares.

IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS

Prospective Purchasers should rely on only information contained in this Prospectus or incorporated by reference herein. The Company has not authorized anyone to provide different or additional information from that contained in this Prospectus. The distribution or possession of this Prospectus in or from certain jurisdictions may be restricted by law. This Prospectus is not an offer to sell any of the securities mentioned herein and is not soliciting an offer to buy any of the securities mentioned herein in any jurisdiction where the offer or sale is not permitted or where the person making the offer or sale is not qualified to do so or to any person to whom it is not permitted to make such offer or sale. 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 of any sale of the securities mentioned herein. The Company’s business, financial condition, results of operations and prospects may have changed since that date. Information contained in this Prospectus should not be construed as legal, tax or financial advice and readers are urged to consult with their own professional advisors in connection therewith.

CURRENCY PRESENTATION

Unless otherwise indicated, all references to monetary amounts in this Prospectus are denominated in Canadian dollars. The Financial Statements of the Company included herein are reported in Canadian dollars and are prepared in accordance with the IFRS Accounting Standards as issued by the International Accounting Standards Board (previously defined as the “IFRS”). Unless otherwise indicated, all references to “$” and “dollars” in this Prospectus refer to Canadian dollars. References to “US$” in this Prospectus refer to United States dollars.

ELIGIBILITY FOR INVESTMENT

In the opinion of Legacy Tax + Trust Lawyers, special tax counsel to the Company, based on the provisions of the Tax Act as of the date hereof, the Offering Shares, if issued on the date hereof, would be “qualified investments” under the Tax Act for a trust governed by a RRSP, RRIF, RESP, RDSP, TFSA, and FHSA (collectively, “Deferred Plans”) provided that the Common Shares are listed on a “designated stock exchange” as defined in the Tax Act (which currently includes the TSXV).

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 intends to apply to list the Common Shares on the TSXV as of the day before the Closing of the Offering, followed by an immediate halt in trading of the Common Shares in order to allow the Company to satisfy the conditions of the TSXV and to have the Common Shares listed and posted for trading prior to the issuance of the Offering Shares on the Closing of the Offering. The Company must rely on the TSXV to list the Common Shares on the TSXV and have them posted for trading prior to the issuance of the 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 TSXV at the time of their issuance on Closing. If the Common Shares are not listed on the TSXV at the time of their issuance on the Closing of the Offering and the Company is not otherwise a “public corporation”, as that term is defined in the Tax Act, at that time, the Offering Shares will not be “qualified investments” for the Deferred Plans at that time.

Notwithstanding that the Offering Shares may, at a particular time, be a “qualified investment” for a Deferred Plan, the annuitant under an RRSP or RRIF, the holder of a TFSA, FHSA, or RDSP, or the subscriber of a RESP, as the case may be, will be subject to a penalty tax if such Offering Shares are a “prohibited investment” (as defined in the Tax Act) for the RRSP, RRIF, RESP, RDSP, FHSA, or TFSA. The Offering Shares will generally not be a “prohibited investment” for a particular RRSP, RRIF, RESP, RDSP, FHSA, or TFSA provided that the annuitant under the RRSP or RRIF, the holder of the TFSA, FHSA, or RDSP, or the subscriber of the RESP, as the case may be, deals at arm’s length with the Company for purposes of the Tax Act and does not have a “significant interest” (as defined in the Tax Act) in the Company. In addition, the Offering Shares will not be a prohibited investment if such securities are “excluded property” (as defined in the Tax Act for purposes of these rules) for the particular TFSA, FHSA, RRSP, RESP, RDSP or RRIF.

Persons who intend to acquire Offering Shares in a trust governed by a Deferred Plan should consult their own tax advisors with respect to the application of these rules in their particular circumstances.

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.sedarplus.ca.

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”.

SUMMARY OF PROSPECTUS

The following is a summary of the principal features of this distribution and should be read together with the more detailed information and financial data and statements contained elsewhere in this Prospectus. Reference is made to the Glossary for the definitions of certain terms used in this Prospectus and in this summary.

The Company:

The Company is a mineral exploration company engaged in the acquisition, exploration, and evaluation of resource properties. The Company holds the option to earn a 100% interest, subject to the Royalty (as defined herein), in the Property located in the Clinton Mining District of British Columbia. The Company’s objective is to explore and, if warranted, develop the Property. The Company will evaluate opportunities to acquire interests in additional exploration stage mineral properties. See “Description of the Business”.

The Property:

The Property is an exploration stage property that consists of two mineral claims totaling approximately 724 hectares, located in the Clinton Mining District of British Columbia. See “The Property”.

The Offering:

The Company is offering up to 2,500,000 Offering Shares for sale in British Columbia, Alberta and Ontario for aggregate gross proceeds of up to $375,000. See “Plan of Distribution”.

Offering Price:

$0.15 per Offering Share.

Agent:

The Agent has been appointed to act as the Company’s sole and exclusive agent pursuant to the Agency Agreement to conduct the Offering on a commercially reasonable efforts basis. See “Plan of Distribution”.

Agent’s Compensation:

The Agent will receive the Agent’s Commission equal to 8.0% of the gross proceeds of the Offering provided that the Agent’s Commission shall be reduced to 3.0% on sales to President’s List Purchasers, and the Agent’s Warrants entitling the Agent to purchase that number of Agent’s Warrant Shares as is equal to 8.0% of the number of Offering Shares sold under the Offering at a price of $0.15 per Agent’s Warrant Share for a period of 24 months from the Closing Date, provided that the Agent’s Warrants entitling the Agent to purchase that number of Agent’s Warrant Shares shall be reduced to 2.0% on sales to President’s List Purchasers. This Prospectus qualifies the issuance of the Agent’s Warrants. The Agent will receive a Corporate Finance Fee of $27,500 (plus GST) in connection with the Offering and the Agent will also be reimbursed by the Company for its expenses and fees, including the reasonable fees and disbursements of the Agent’s counsel not to exceed $25,000 (before taxes and disbursements). See “Plan of Distribution”.

Use of Proceeds:

The Company will receive gross proceeds from the sale of the Offering Shares of $375,000. These funds, after deduction of the balance of the Corporate Finance Fee payable, and the Agent’s Commission, combined with the Company’s estimated working capital of approximately $66,136 as at April 30, 2025 equals a total of $394,761 in available funds. The Company intends to use these funds as follows:

Principal Purposes	Amount
Phase I of the exploration program on the Property^{(1)}	$200,000
Remaining costs of the Listing^{(2)}	$50,000
General and Administrative Costs For the 12 Months Following Listing^{(3)}	$44,750
Unallocated and General Working Capital	$100,011

TOTAL: $394,761

Notes:
(1) Being the $200,000 Phase I exploration plan described in the Technical Report. Refer to “The Property - Recommendations” for a more detailed summary of planned expenditures.
(2) Includes remaining TSXV listing fees, Agent’s expenses, and legal fees of the Company. Refer to “Use of Proceeds”.
(3) Refer to “Use of Proceeds” for a breakdown of general and administrative costs.

The Company intends to spend the funds available to it as stated in this Prospectus. There may be circumstances, however, where for sound business reasons a reallocation of funds may be necessary.

Risk Factors:
An investment in the Offering Shares should be considered highly speculative and investors may incur a loss on their investment.

The Company has an option to acquire an up to 100% undivided interest in the Property. There is no guarantee that the Company will be able to meet its obligations under the Option Agreement. The risks, uncertainties and other factors, many of which are beyond the control of the Company, that could influence actual results include, 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 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 Offering 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. Purchasers should consult their own professional advisors to assess the income tax, legal and other aspects of an investment in the Offering Shares.

Eligibility for Investment:

In the opinion of Legacy Tax + Trust Lawyers, special tax counsel to the Company, the Offering Shares, if issued on the date hereof, would be “qualified investments” under the Tax Act for a trust governed by an RRSP, RRIF, RESP, RDSP, TFSA, and FHSA provided that the Common Shares are listed on a “designated stock exchange” as defined in the Tax Act (which currently includes the TSXV). Note that the Company must rely on the TSXV to list the Common Shares on the TSXV and have them posted for trading prior to the issuance of the Offering Shares. If the Common Shares are not so listed at the Closing and the Company is not otherwise a “public corporation”, as that term is defined in the Tax Act, at that time the Offering Shares will not be “qualified investments” at that time. The Offering Shares may be a “prohibited investment” giving rise to a penalty tax despite being “qualified investments”. See the discussion under “Eligibility for Investment” for further details.

Currency:

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

Summary of Financial Information:

The following tables summarize selected financial information reported by the Company for the financial years ended February 28, 2025 and February 29, 2024, which information has been derived from the financial statements of the Company as at February 28, 2025 and February 29, 2024, together with the notes thereto and the report of the auditors thereon (the “Financial Statements”) and should be read in conjunction with such Financial Statements and related notes and Management’s Discussion & Analysis of Financial Condition and the Results of Operations for the audited financial statements of the Company as at February 29, 2025 that are included elsewhere in this Prospectus. See “Management’s Discussion and Analysis – Selected Financial Information”.

	For the year ended February 28, 2025 (audited)	For the year ended February 29, 2024 (audited)
	$	$
Statement of Financial Position
Current assets	231,361	Nil
Total assets	358,226	Nil
Current liabilities	121,873	2,351
Total liabilities	121,873	2,351
	For the year ended February 28, 2025 (audited)	For the year ended February 29, 2024 (audited)
---	---	---
	$	$
Operations
Revenue	Nil	Nil
Expenses	85,434	458
Net loss for the period	(85,434)	(458)
Comprehensive loss for the period	(85,434)	(458)
Loss per share	(0.32)	(458)
Dividends paid	Nil	Nil

Directors and Officers of the Company:

Tim Henneberry – CEO and Director
Harpreet Singh – CFO and Corporate Secretary
Michael Mulberry – Director
Michael Blady – Director

Listing:

There is currently no market through which the Common Shares may be sold. Concurrently with the filing of this Prospectus, the Company intends to apply to list its Common Shares on the TSXV. Listing is subject to the Company fulfilling all of the listing requirements of the TSXV, which cannot be guaranteed. See “Plan of Distribution”.

CORPORATE STRUCTURE

Name and Incorporation

The Company was incorporated as River Road Resources Ltd. on October 27, 2021 under the BCBCA.

The Company’s Common Shares do not currently trade on any stock exchange. Concurrently with the filing of this Prospectus, the Company intends to apply to list its Common Shares on the TSXV under the symbol “[♦]”. Listing of the Common Shares will be subject to the Company fulfilling all of the listing requirements of the TSXV, which cannot be guaranteed.

The head office of the Company is located at #503 -905 West Pender St., Vancouver, BC V6C 1L6. The Company’s registered and records office is located at Suite 1200 – 750 West Pender Street, Vancouver, British Columbia, V6C 2T8.

Intercorporate Relationships

The Company does not have any subsidiaries.

DESCRIPTION OF THE BUSINESS

Business of the Company

General Overview

The Company is currently engaged in the business of exploration of mineral properties in Canada. The Company has the option to earn a 100% interest, subject to the Royalty, in the Property located in the Clinton Mining District of British Columbia. The Company’s objective is to explore and, if warranted, develop the Property. The Company will evaluate opportunities to acquire interests in additional exploration stage mineral properties.

Stated Business Objectives and Competitive Conditions

The Property is an exploration stage mineral property. The Company intends to use its existing working capital and proceeds of the Offering to carry out the Phase I exploration program for the Property at an estimated total cost of $200,000, which includes $111,865 in expenditures incurred by the Company in January and February 2025. See “The Property - Recommendations” and “Use of Available Funds”. Initiating the Phase II exploration program is contingent on the Phase I exploration program producing favorable results.

The mineral exploration and development industry is very competitive. The Company competes with other entities in the search for and acquisition of mineral properties, attracting and retaining key personnel, and financing opportunities. As an emerging issuer, the Company is subject to numerous competitive conditions such as need for additional capital and commercial viability of the Property. There is no assurance that additional capital or other types of financing will be available to the Company if needed or that, if available, the terms of such financing will be favourable to the Company. See “Risk Factors”.

Specialized Skills and Knowledge

The exploration, and if warranted, development of the Property may depend on specialized skills and knowledge, including expertise related to mineral exploration, geology, drilling, permitting, metallurgy,

logistical planning, and implementation of exploration programs, as well as legal compliance, finance, and accounting. As at the most recent financial year, the Company did not have any employees. The directors of the Company possess many of these specialized skills and knowledge for mineral exploration, and where lacking, the Company will retain qualified consultants and undergo training required to conduct business in accordance with industry standards.

History

Financings and Issuances of the Company's Securities

The Company was incorporated on October 27, 2021. The Company did not generate revenue for the period from incorporation on October 27, 2021 to the year ended February 28, 2025.

On January 21, 2025, the Company completed a non-brokered private placement of 850,000 common shares at $0.01 per share for gross proceeds of $8,500.

On January 24, 2025, the Company completed a non-brokered private placement of 6,500,000 units, at $0.05 per unit for gross proceeds of $325,000. Each unit was comprised of one common share of the Company and one transferrable common share purchase warrant (a “$0.10 Warrant”). Each $0.10 Warrant is exercisable into one additional common share at an exercise price of $0.10 per common share on the date that is the earlier of: (i) January 24, 2032; and (ii) the date that is five years following the completion of a Going Public Transaction.

Option Agreement

On January 24, 2025 (the "Agreement Date"), the Company entered into a property option agreement (the "Option Agreement") with the Optionor pursuant to which the Company acquired the option to earn an up to 100% undivided interest in the Property, subject to a 2.0% net smelter returns royalty (the "Royalty") to be granted to the Optionor by the Company.

The Company has exercised the initial portion of the Option (the "Initial Option") and acquired a 60% interest in the Property, pursuant to the Option Agreement, by:

(i) paying $15,000 cash to the Optionor on January 28, 2025;
(ii) issuing 800,000 Common Shares to the Optionor on May 7, 2025; and
(iii) incurring $100,000 in exploration expenditures on the Property within 12 months of the Agreement Date (which was completed by the Company on February 28, 2025).

To exercise the remainder of the Option (the "Final Option") and acquire a 100% interest in the Property, the Company must:

(i) issue an additional 1,500,000 common shares of the Company to the Optionor within 30 months of the Agreement Date; and
(ii) incur an additional $200,000 in exploration expenditures on the Property within 30 months of the Agreement Date.

If the Company elects to not exercise the Final Option, or allows 30 months from the Agreement Date to elapse, then the Company and the Optionor will form a joint venture (the "Joint Venture") with respect to the Property. As the Company has exercised the Initial Option, the Company does not have any further rights to terminate the Option Agreement. In the event the Company does not exercise the Final Option, the terms of the Joint Venture will be substantially as set out in the Option Agreement. The purpose of the Joint Venture will be to further explore and develop the Property or any part thereof and equip it for commercial production and engage in such other activity as may be considered by the parties to be necessary or desirable

in connection with the foregoing. The structure of the Joint Venture will be determined by the Company and the Optionor taking into consideration tax, liabilities and other relevant considerations. The Joint Venture will initially consist of the Company holding a 60% interest in the Joint Venture and the Optionor holding a 40% interest in the Joint Venture, subject to standard dilution provisions in the event the Company or the Optionor elects not to fund any additional expenditures. The Company will remain the Operator under the Joint Venture.

The Company has the option to purchase 50% of the Royalty, being one percent (1.0%), from the Optionor at any time after the Final Option has been exercised in exchange for a cash payment of $2,000,000 payable to the Optionor.

THE PROPERTY

The Property

The information in this Prospectus with respect to the Property is extracted in substantially the same form from the Technical Report and is qualified in its entirety by the full Technical Report. The Technical Report was prepared by Ken MacDonald, P.Geo (the "Author"). The Author is independent of the Company and is a "Qualified Person" for purposes of NI 43-101. The full text of the Technical Report is available for review at the registered office of the Company at Suite 1200 – 750 West Pender Street, Vancouver, BC V6C 2T8 and is available online under the Company's SEDAR+ profile at www.sedarplus.ca.

Property Description, Location, and Access

The Property is located between Big Creek Park and Big Basin Park, 95 km SW from Williams Lake and 95 km NW from Clinton, in British Columbia, Canada. The Property falls within the Clinton Mining Division and is located on NTS Map Sheet 092O/07, centered at 51° 24' N and 122° 51' W (Figure 1). The Property consists of two contiguous mineral tenures totaling 725.75 ha.

Access to the Property is gained by a series of well-maintained, all-season gravel logging roads that reach and intersect the Property, allowing for good overall access from either Clinton or Riske Creek.

The Property consists of two (2) contiguous mineral claims that cover an area totaling 725.75 hectares and are 100% owned by Golden Independence Mining Corp. whose corporate name changed in 2023 to Nexus Uranium Corporation ("Nexus"). River Road has a signed option agreement with Nexus dated January 24, 2025 which grants River Road the sole and exclusive right and option to acquire up to one hundred percent (100%) undivided interest in and to the Property, subject to the staged cash payments and the issuance of shares outlined above. Upon exercise of the Final Option, River Road will be deemed to have granted a 2.0% net smelter return royalty on the Property to Nexus. River Road has the buyback right, at any time following its exercise of the Final Option, to purchase one-half (50%) of the Royalty for $2,000,000, thereby reducing the Royalty to a 1.0% NSR royalty. See "Description of the Business – Option Agreement".

Mineral rights in the Province of British Columbia are managed by the Mineral Titles Branch which administers the legislation governing the acquisition, exploration, and development of mineral, placer mineral, and coal rights in BC through Mineral Titles Online, an online portal. In order to keep the tenures in good standing a minimum required work value must be applied to the claims in an increasing amount as follows:

First and Second Anniversary Years - $5.00/hectare
Third and Fourth Anniversary Years - $10.00/hectare
Fifth and Sixth Anniversary Years - $15.00/hectare
Subsequent Anniversary Years - $20.00/hectare

A cash payment can be made instead of applying exploration and development work using the following rates:

First and Second Anniversary Years - $10.00/hectare
Third and Fourth Anniversary Years - $20.00/hectare
Fifth and Sixth Anniversary Years - $30.00/hectare
Subsequent Anniversary Years - $40.00/hectare

The mineral claims are valid and subsisting and remain in good standing until October 17, 2025, before which assessment work or cash-in-lieu will need to be filed in order to extend the anniversary date. Tripoint Geological Services Ltd. (“Tripoint”) spent approximately $112,000 on the soil and rock sampling program completed on the Property in January 2025. The assessment report is being drafted now and should be filed shortly, which will effectively extend the claims forward for a number of years to the allowable 10 year maximum. Work in excess of annual work requirements may be banked in a Portable Assessment Credit account, and applied to future years.

The Property lies within the traditional territories of the Secwepemcúl’ecw, Esketemculeucw, Tšilhqot’in Nen, and Dénendeh peoples. Due to the early stage of this property, no MX permit has been applied for or has been issued. A permit is not required to complete surface exploration activities using hand tools; however, one will be required for any required exploration trail construction, mechanical trenching or diamond drilling. The Author is not aware of any environmental liability related to previous documented mineral exploration on the Property.

The risks and uncertainties for the Property are those inherent in mineral exploration and the development of mineral properties in British Columbia, and at present are, aside from the normal risks of exploration (sampling and drilling results, metal prices, markets):

Long periods for approval of notices of work and permits;
Potential conflicts with the First Nation land claims, some of which may overlap;
Extended periods for approvals, Provincial and or Federal, for any major project; and
The risk of closure of exploration areas for wildfires.

Figure 1: Stobart Property Location Map

History

The Stobart-Fame area has been explored since the 1970s, but efforts were mostly focused around the current Fame property area, approximately ten (10) km NE from the current Property. Exploration history around the Stobart-Fame area as presented below is mostly modified from Koffyberg (2022) and appended to place more focus on the location of the current Stobart Property.

Long Lac Mineral Exploration Ltd. drilled two percussion holes immediately SW of the current Fame property, targeting uranium in basal Miocene sediments (Pegg, 1979). Drill hole WH/1 was abandoned in till at $30.5\mathrm{m}$. Drill hole WH/2 penetrated till and $82.3\mathrm{m}$ of apparent Miocene basalt. No radiation levels were reported and neither hole reached their target depths.

Exploration for epithermal gold-silver mineralization in the region began in the mid-1980s with the opening of the Blackdome gold mine in 1986, $27\mathrm{km}$ SE from the current Stobart Property. At that time, B. Bowen discovered gold-bearing, vuggy, quartz vein float along a road-cut while following up a stream sediment anomaly. The "Discovery zone", on the current Fame property, consists of a NW-trending area roughly 100 x $400\mathrm{m}$ (Bowen, 1988). The following summer, Bowen and partner A.C. Gordon continued prospecting and rock sampling in the area of the Discovery zone. Gold values within vuggy vein and breccia float reached up to 38,200 ppb Au (Bowen, 1988). They staked the "Fame" and "Fortune" mineral claims and optioned the Property to Canamax Resources Inc. ("Canamax") in 1988. Canamax staked additional claims and completed geological mapping at a scale of 1:20,000, with selected areas at a scale of 1:5,000. In addition, 2,873 soil samples were collected on three grids. The program outlined the Kelsch showing and the Double Diamond showing to the NE of the Discovery zone. This work was followed by backhoe trenching on fifteen (15) trenches on the Discovery showing. Best rock chip results include $2\mathrm{m}$ of 3,400 ppb Au, $1.7\mathrm{m}$ of 3,920 ppb Au, $6\mathrm{m}$ of 937 ppb Au, and $300\mathrm{m}$ of 1,543 ppb Au. Trenching was also done on the Kelsch and Double Diamond showings. Later that summer, diamond drilling was done in the Discovery area and the Kelsch showing, totalling $702\mathrm{m}$ in 9 NQ core holes (Harris, 1988). The best intersection was a $1.5\mathrm{m}$ interval grading $1.16\mathrm{g/t}$ Au on a granodiorite dyke margin. No information is given for holes GAS 88-4, 5, and 9. Canamax terminated their option in March of 1989.

Bowen and Gordon continued to evaluate their mineral tenures in 1989 (Bowen, 1989), staking additional claims and expanding the known area of mineralization. They prospected a total area of $30\mathrm{km}^2$, took 128 rock samples, 127 soil samples, and 7 silt samples, as well as completed an air photo lineament study. They identified a new area of mineralization with rock samples yielding 1860 ppb Au across $0.7\mathrm{m}$, termed the Twilight zone, to the SW of the Discovery zone. Interpretation of air photos identified a regional NE trending feature termed the Kelsch lineament, extending for several km, and thought to be spatially related to the gold showings. A separate NW structure, termed the Discovery lineament, was outlined with the Discovery zone occurring along and parallel to the lineament.

In 1990, the claims were optioned to Goldsmith Minerals Ltd. ("Goldsmith"). Goldsmith conducted ground magnetic and VLF resistivity surveys on five grids, looking for zones of silicification. At the Discovery and Twilight zones, resistivity anomalies were outlined as singular targets. At the Double Diamond - Kelsch showing area, a series of parallel, NE trending, resistive zones were outlined over an area of about $400\mathrm{m}$. The resistivity geophysical targets were drilled later that year with 6 NQ diamond drill holes totalling 817.9 m. Holes 90-1 and 90-2 drilled the Twilight zone, intersecting vuggy, epithermal-type quartz veins and a few scattered $1\mathrm{m}$ intervals containing anomalous gold up to 890 ppb. One drill hole (90-3) on the Discovery zone did not interest significant mineralization. Within holes 90-4 and 90-5 on the (Kelsch) Double Diamond showing, a few zones of quartz stringers and associated silicification were intersected, but no significant gold values were obtained. Goldsmith carried out another reconnaissance VLF survey along the

extensions of the Twilight and Kelsch showings (Cartwright and Petersen, 1990). Resistivity anomalies were outlined north of Gaspard Lake and NE of the Kelsch showing. Two reverse circulation drill holes were drilled in 1991 at the Twilight zone. Hole 91-1 twinned the former hole 90-2 to compare analytical results. Similar gold values (660 ppb vs 980 ppb) were obtained at similar depths between 30.5 and 32 m. Hole 91-2 was collared 100 m to the SW along the extension, but failed to drill any significant mineralization (Bowen, 1992). The claims were allowed to lapse.

In September of 1992, Eugene P. Meyers staked the Ham 1 through Ham 4 claims and conducted a prospecting program with a total of 13 rock samples analyzed. All of these claims fall within the current Stobart Property. A 0.4 - 1.37 m wide quartz vein was discovered which is potentially exposed intermittently for over 150 m, that assayed up to 0.165 oz/t Au over 1.37 m (Meyers, 1993).

The Fame property was re-staked by L. Caron in 1998, encompassing the Fame 1 through 6 claims. Exploration in 1998 and 1999 comprised of prospecting, geological observations, rock sampling, and air photo interpretation (Peatfield, 1999). Rock sampling of epithermal vein material in the historical Discovery trenches yielded gold values of 13,000, 8,470 and 5,060 ppb. Vuggy quartz vein float had values of 7,190, 2,130 and 1,090 ppb Au. G. Peatfield concluded that the Fame property was under-explored and had potential for additional discoveries, but the claims were allowed to lapse in 2000 and 2001.

The Fame property was staked by J. A. Kemp and J. T. Turner in 2004, converted to BC mineral titles online mineral titles in 2005, and subsequently optioned to Appleton Exploration Inc. ("Appleton"). The claims block was expanded into the Stobart-Fame property in 2006, enveloping both the current Stobart and Fame properties. For the 2006 exploration program, a 1,000 x 1,000 m soil grid was established over the Twilight zone. Dispersed gold-in-soil anomalies were located over an area 1 x 0.6 km, with values from 10 to 75 ppb. Line soil surveys were also conducted across much of the Stobart-Fame property, with 17 samples overlapping into the southern portion of the current Stobart Property but those all returned at or under the detection limit of 5 ppb Au. In total, seven rock samples were collected: four from the Double Diamond showing, two from the Discovery zone, and one from the Twilight zone. The two samples of quartz veins and breccias from the Discovery zone ran 2,270 and 150 ppb Au (Henneberry, 2007).

In 2007, Appleton continued exploration on the Fame portion of the Property with excavator trenching at the Double Diamond showing (five trenches) and the Kelsch showing (three trenches). Chip sampling resulted in 4 m of 400 ppb Au and 5 m of 460 ppb Au within two trenches at the Double Diamond showing. Trenching at the Kelsch showing failed to reach bedrock. On the Stobart portion of the Property, Appleton conducted 1 m chip sampling of the "Hamm" vein discovered in 1992 by Meyers (1993), with four samples returning up to 1480 ppb Au, and a fifth sample from a potentially faulted segment of the same vein yielding 1040 ppb Au but 120 m further south. The nearby subparallel "Rob" vein was discovered 150 m to the NW of the "Hamm" vein, 1 m wide and 15 m long, with 1 m chip sampling returning 880 and 1180 ppb Au. Gridded soil surveys were conducted around all these showings, with the "Hamm" grid mostly falling within the current Stobart Property and totalling ~450 samples at 50 m intervals along East-West lines with 100 m spacing. Several NE-SW trending soil anomalies were identified within these two grids that may represent other subparallel veins, with individual samples yielding up to 120 ppb Au. The claims for both Fame and Stobart were allowed to lapse in 2010 (Butrenchuk, 2008).

The current Fame property was staked in 2010 by R. Billingsley and subsequently optioned to San Antonio Ventures Inc. ("San Antonio"). San Antonio contracted Aeroquest Airborne to conduct an airborne magnetic and TEM survey later that year (Rudd, 2010). In total, 405 line-km were flown in an east-west trend, covering an area of 3,170 ha. A ~1.2 km wide, NE-trending area of low magnetic susceptibility, was outlined coincident with the Kelsch lineament and known showings. A parallel magnetic low region follows

along Gaspard Creek approximately 3 km to the SE. Secondary cross cutting lineaments were also outlined, trending to the NW. Results from the AeroTEM survey outlined a conductor to the SW of the Discovery zone; it was thought that the response was due to water saturated, conductive alluvium or till.

In 2011, based on recommendations from a technical report by J. Kerr (2011), San Antonio conducted an extensive soil geochemical survey and a limited amount of prospecting on the known showings of the Fame property (Allen, 2011). Soil lines were set north-south with 100 m spacing, and grid stations at every 50 m. In total, 4,417 B horizon soil samples were collected, resulting in the majority of the Fame property being surveyed, except for the eastern section. Gold values range up to 339 ppb and form sporadic, isolated highs, with several high values located at the Discovery zone. Allen (2011) outlined a cluster of gold highs roughly parallel to and north of the Kelsch lineament. Other NW gold anomaly trends were outlined. Arsenic values were low, generally less than 10 ppm. Similarly, silver values were generally less than 0.5 ppm but did cluster in the NW corner of the Fame property, suggesting an underlying lithology distinct from the rest of the grid. Copper values were less than 70 ppm and were weakly correlated to silver. The 2011 prospecting program resulted in a total of 26 rock samples and 12 soil samples collected. One rock consisting of quartz vein float, collected in the historic Double Diamond trench, contained 1,709 ppb Au and 50 ppm As (Allen, 2011).

Strongbow Exploration Inc. staked the North Fame claims in June of 2010, just north of the Fame property. A total of nine rock samples and three stream silt samples were collected on the North Fame claims during the 2011 program, with the rock samples yielding up to 119.4 ppb Au (Chang, 2011).

Between June of 2008 and May of 2009, Bruce Johnson staked the Big Sky property, just SW of Mount Wales and ~1.5 km west of the current Stobart property. In 2012, ten rock samples were collected and were all below the detection limits of 5 ppb Au and 0.5 ppm Ag, but did yield up to 318 ppm Cu (Johnson, 2012).

San Antonio continued exploration in 2012 by contracting SJ Geophysics Ltd. to conduct a 3D IP survey. The survey covered the known showings on the Fame property, as well as part of the 1.2 km wide magnetic susceptibility low along the Kelsch lineament. Lines were oriented north-south and spaced at 100 m intervals for a total of 15 line-km (Allen, 2014). Three zones of higher chargeability were outlined at a depth of 125 m. In the south-central part of the grid, one zone of high chargeability is coincident with a zone of higher resistivity, lying 200 m east of the historical 1988 float samples that had high gold mineralization. This represents a potential pyritic, silicification zone related to epithermal mineralization. An additional two chargeability anomalies lie in the SE and SW corner of the survey and remain open to the south and west. Weaker chargeability anomalies were associated with the Double Diamond and Kelsch showings. The resistivity at a depth of 125 m showed zones of higher resistivity that formed a ring shape and were peripheral to the known gold showings. It is interpreted that the zones represent areas of silicification.

The Fame property was sold to Christopher Dyakowski in May of 2016. It was subsequently optioned to Calaveras Resources Corp. in March of 2017, and an updated technical report was written by Allen (2017). In 2017, 18 rock and 30 soil samples were collected by the company, with two rock samples returning 125 and 77 ppb Au in the vicinity of the showings (Allen, 2017).

In 2021, the Fame property was optioned to Longhorn Exploration Inc. The company conducted an airborne geophysical survey comprising magnetic, VLF-EM, and radiometric data (Koffyberg, 2021). This was followed in 2022 by an airborne magnetometer survey for 498 line-km and a soil sampling program across a grid in the NE portion of the Fame property (Koffyberg, 2022). The magnetometer survey reaffirmed the geophysics interpretations from 2010. The soil grid consisted of 19 north-south lines with 100 m spacing between them, along which samples were collected at 50 m intervals for a total of 836 samples. Several

clusters and isolated samples exceeded 10 ppb Au, with one sample reaching 796 ppb.

Geological Setting, Mineralization and Deposit Types

Regional Geology

The Stobart Property is situated within the Intermontane superterrane, a N-NW trending allochthonous belt extending from northern Washington, across the length of British Columbia, and into Yukon (e.g. Colpron & Nelson, 2011). Composed of multiple island arc and oceanic tectonostratigraphic terranes of varying origin, the Intermontane Belt accreted to the western margin of North American around the Middle Jurassic, but reconstructions of how the individual terranes reached their positions is debated (e.g. Wernicke & Klepacki, 1988; Mihalynuk et al., 1994; Johnston & Borel, 2007). The present position of the Cache Creek Terrane is peculiar, as an exotic oceanic terrane sandwiched between the less exotic Stikine and Quesnel terranes, both characterized by early Mesozoic island arc volcanism with other similarities reaching back into the Paleozoic (e.g. Mihalynuk et al., 1994; Johnston & Borel, 2007). The Methow-Tyaughton Basin then formed along the western margin of the Intermontane superterrane as it collided with the Insular superterrane between the Jurassic and Cretaceous periods, accumulating the siliciclastic deposition of proximal eastern provenance which lithologically characterizes Methow Terrane units (e.g. Surpless et al., 2014). The Property is located towards the southern tip of the Stikine Terrane as it pinches between the Methow Terrane to the south and the Cache Creek Terrane to the east (Figure 2).

District Geology

The Piltz Peak-Mount Wales area, immediately NE of Big Creek Provincial Park, is predominantly underlain by the Jurassic to Lower Cretaceous Piltz Peak Plutonic Complex, with unmetamorphosed Upper Cretaceous volcanics towards the SE; descriptions of these units presented below are lightly modified from van der Heyden and Metcalfe (1992).

Most of the Piltz Peak Plutonic Complex is comprised of unfoliated to moderately well-foliated tonalite and quartz diorite. Foliation in the tonalite is commonly a weakly developed alignment of mafic minerals, which may represent a magmatic foliation. The tonalite is locally gneissic due to the presence of planar aggregates of mafic minerals, which possibly reflect segregation layering, and due to structural interdigitation with metavolcanic gneiss. Local cataclastic, proto-mylonitic and mylonitic fabrics indicate the presence of discrete brittle and ductile shear zones.

Mount Wales and the surrounding area is underlain by medium grained, mostly unfoliated to weakly foliated tonalite and quartz diorite with varying hornblende and biotite content and local accessory sphene. The mafic minerals are very commonly altered to chlorite and epidote, but locally most hornblende and some biotite remain unaltered. The metavolcanic bodies SE and SW of Mount Wales are extensively invaded by tonalite sills and dykes. Concordant, folded sills with crosscutting apophyses, and post-kinematic leucotonalite dykes with foliated metavolcanic xenoliths, indicate that the Mount Wales tonalite is late- to post-kinematic with respect to development of penetrative foliation in the metavolcanic succession. This is supported by the presence of rare angular to lenticular xenoliths, schlieren, and screens of well foliated metavolcanic material in unfoliated to weakly foliated tonalite of the main pluton. SW of Mount Wales, near the contact with unmetamorphosed Upper Cretaceous volcanic rocks, the Mt. Wales tonalite is locally strongly strained in a 20 m thick porphyroclastic mylonite zone. The mylonite dips gently southwest and is inferred to have formed in a discrete ductile shear zone. SE of Mount Wales, the contact of weakly foliated tonalite with overlying metavolcanic rocks is marked by a 15 m thick, steeply southwest

dipping cataclasite zone. The cataclasite is characterized by subangular and angular, pea-size tonalite fragments supported in a fine grained, locally weakly foliated, chloritic matrix. It is thought to mark the locus of a major brittle fault. Motion on this fault, and on other brittle shear zones in the tonalite and in the metavolcanic rocks, may significantly postdate the development of penetrative foliations. For instance, a gently SW-dipping brittle shear zone cuts moderately well foliated tonalite about $3.5\mathrm{km}$ north of Mount Wales. This zone is characterized by the presence of phacoidal, protoclastic shear fabrics which cut across and postdate a moderately well-developed penetrative foliation in the tonalite.

Foliated metavolcanic rocks occur as isolated xenoliths, schlieren, and small screens throughout the Mount Wales tonalite. Larger, northwest-striking metavolcanic bodies are exposed less than $1\mathrm{km}$ SW and about $3\mathrm{km}$ SE of Mount Wales. Banded, fine to medium grained, greenschist and amphibolite facies metavolcanic schist and gneiss are the dominant rock types. Compositional banding in these rocks is a combination of relict primary layering, structural transposition, and tonalite injection parallel to foliation. Composition of individual layers ranges from mafic (meta-basalt) to felsic (meta-rhyolite); locally pre-sewed primary textures indicate a volcaniclastic protolith for some of these rocks. The metavolcanic rocks SE of Mount Wales form a moderately SW-dipping, homoclinal succession, with amphibolite facies granoblastic gneiss close to the contact with the Mount Wales tonalite grading structurally upward into penetratively foliated greenschist facies metavolcanics. These, in turn, grade upward into poorly foliated to - unfoliated, greenschist facies, mafic to "intermediate metavolcanic flows". Low-grade, locally strongly sheared maroon lapilli tuffs exposed nearby are tentatively correlated with unmetamorphosed Upper Cretaceous volcanic rocks (described below). The contact between the metavolcanic rocks and the maroon lapilli tuffs is not exposed. Penetrative foliation is defined mainly by preferentially oriented chlorite in greenschist facies metavolcanics. Foliation in fine to medium grained, amphibolite facies gneiss is defined by compositional layers ranging from thin laminae to m-scale banding. The development of penetrative foliation in the metavolcanic succession largely predates the emplacement of Mount Wales tonalite. Semi-brittle and brittle shear planes are mostly subparallel to the foliation in the metavolcanic rocks; local low angle intersections with the foliation produced structures resembling foliation-fish. These shear planes may have formed during ongoing deformation following emplacement of the Mount Wales tonalite, or a during a separate, later episode of deformation.

The Piltz Peak Plutonic Complex is intruded by a variety of dykes and veins. Feldspar-phyric andesite and dacite are common, locally comprising up to $50\%$ of the outcrop. Less common varieties include microdiorite and basalt. Felsite is locally abundant and includes a $30\mathrm{m}$ thick rhyolite breccia pipe which cuts across the metavolcanic succession southeast of Mount Wales. Leucotonalite dykes were observed in all units except in the muscovite biotite tonalite SW of Piltz Peak. Lenticular, boudinaged pods and veins of coarse-grained quartz are locally present in the foliated metavolcanic and metaplutonic rocks. These were probably emplaced during metamorphism and early deformation of their host rocks, and are readily distinguished from thick, younger extensional quartz veins associated with SE-dipping normal faults. Syntaxial quartz growth and slickensided shear surfaces within the latter veins and their wall rocks, and open-space tension gashes in the wall rocks indicate emplacement along SE-dipping normal faults during a period of NW-SE extension. The veins have been extensively prospected for Au but are reported to be barren.

The Piltz Peak Plutonic Complex is heterogeneously foliated. Foliations include schistosity, gneissosity, mylonite fabrics, and brittle phacoidal shears; most of these were described in previous sections. The overall foliation dips moderately SW but locally they dip NE, probably due to mesoscopic folding about NW trending axes. Rootless isoclinal folds were seen in some banded schistose and gneissic zones, and foliations are locally crenulated. Relations between the various structures in different parts of the plutonic complex

are unclear; at least three phases of deformation appear to be represented. An early phase involved the development of schistosity and gneissosity in metavolcanic rocks, and 1 or more later phases involved the development of schistosity, mylonitic fabrics, brittle shears, and cataclastic zones in the granitoid rocks. Late, SE-dipping normal faults disrupted all older structures and all units of the plutonic complex, with the possible exception of the muscovite biotite tonalite. These late faults may be domino-style rotation structures that formed as a result of NW-SE extension. The mylonitic, phacoidal, and cataclastic shear zones may also be the result of regional NW-SE extension. Lineations, including stretching lineations in mylonites, mostly dip gently to the NW. The lineations may have rotated, from an original SE-dipping orientation, between late, SE-dipping normal faults. Rare macroscopic kinematic indicators suggest a top to the SE sense of movement.

The SE part of the Piltz Peak-Mount Wales area is underlain by unmetamorphosed volcanic and minor sedimentary strata. The volcanic rocks are folded on a km-scale. Parts of the unit resemble the informal Upper Cretaceous Powell Peak Fm described around the Noaxe Creek area by Glover et al. (1988), ~30 km to the south. Within the unit, three members were recognized in the field. The lowest member, exposed just north of Hungry Valley, is represented by m-scale green feldspar porphyry andesite characterized by chlorite and chalcedony amygdules. Elsewhere, lower andesite outcrops are massive or flow-banded. The amygdaloidal andesite is interbedded with and overlain by 1 – 2 m of fine to medium grained green sandstone. These are overlain by the second member, which consists of 10 – 20 m of dark siltstones, waterlain lapilli tuffs and volcanic sandstone with minor coal and plant fragments, capped by perlitic rhyolite. This member was probably deposited in a lacustrine environment. The lapilli tuffs contain a minor arkose component, with quartz and biotite derived from a plutonic source. Overlying the perlite is the third member, consisting of more than 100 m of pink, grey, and brown flow-banded and locally flow-folded rhyolite and dacite. The contact between the Upper Cretaceous volcanic rocks and granitoid rocks of the Piltz Peak Plutonic Complex is not exposed. Extremely altered, rusty weathering Mount Wales tonalite immediately adjacent to the inferred contact SW of Mount Wales is strongly sheared, brecciated, slickensided, and extensively veined by calcite, limonite, and quartz. The contact here is undoubtedly a major brittle fault. The orientation and sense of movement on this fault remain unknown, and its generalized trajectory can only be inferred from the relative distribution of map units. The contact between low grade maroon lapilli tuffs and greenschist facies metavolcanic rocks SE of Mount Wales is also not exposed. The lapilli tuffs are strongly sheared, and locally brecciated, along gently dipping brittle shear planes similar to brittle shears throughout the plutonic complex. Fault striae on these shear planes dip gently to the NW, parallel to lineations in nearby, structurally underlying metavolcanic rocks. The contact here is inferred to be a gently dipping brittle shear zone. Based on the inferred position of low grade, sheared lapilli tuffs above greenschist facies metavolcanic rocks, the primary transition between the Piltz Peak Plutonic Complex and the Upper Cretaceous volcanic unit is likely a normal fault. Its attitude is inferred to be parallel to brittle shears in the plutonic complex but was probably modified by younger folds and disrupted by late, SE-dipping normal faults. The fault is probably extensional in origin.

Property Geology

The majority of the Stobart Property is mapped as tonalite and metavolcanics belonging to the Piltz Peak Plutonic Suite, cut and displaced by several approximately NW-SE and NE-SW trending faults (Figure 2; Mahoney et al., 2013). Unmetamorphosed Upper Cretaceous volcanics to the SE of the plutonic suite are mapped within the southern portion of the Property, interpreted as either Powell Creek Fm volcanics (van der Heyden & Metcalfe, 1992) or Newton Hill volcanics (Mahoney et al., 2013).

Mineralization

The Hamm and Rob veins are described as a set of north-northeasterly trending quartz veins hosted in foliated and silicified andesite, falling within Piltz Peak Plutonic Suite metavolcanics in current mapping. Via trenching, the Hamm vein was traced for 150 m along surface and 12 m below surface, ranging in thickness between 18 cm and 1.37 m. It is described as rusty and vuggy quartz, glassy to milky in colour, with trace pyrite-chalcopyrite (Meyers, 1993). Samples of the Hamm vein yielded up to 5,031 ppb Au, and samples of the Rob vein yielded up to 1,180 ppb Au (Butrenchuk, 2008).

During the 2025 program, quartz veins in outcrop and subcrop were commonly observed across the blocks of Piltz Peak Plutonic Suite metavolcanics, as well as in the unaltered volcanics further south across the inferred faults. These veins often displayed weak to strong hematite alteration and hosted pyrite up to 2% vug-infilling and along vein margins. Disseminated magnetite was also observed in some vein material but more rarely. Vein orientation was typically unclear at surface.

Figure 2: Regional Geology, terrane extents from Colpron and Nelson (2011)

Deposit Types

Following the success of the nearby Blackdome Mine, the main deposit type explored for across the Stobart-Fame area is low sulphidation epithermal Au-Ag. The following description is from Butrenchuk (2008) summarizing Panteleyev (1996).

Low sulphidation epithermal deposits are typically hosted in volcanic island and continent-margin arcs and continental volcanic fields with extensional structures. These deposits can form in most types of volcanic rocks, though calc-alkaline andesitic compositions predominate. Low sulphidation deposits can be any age. While Tertiary deposits are the most abundant, deposits of Jurassic age such as those in the Toodoggone region of British Columbia are also important.

One zones are typically localized in structures but may occur in permeable lithologies. Upward-flaring ore zones centred on structurally controlled hydrothermal conduits are typical. Large (>1 m wide and hundreds of metres in strike length) to small veins and stockworks are common with lesser disseminations and replacements. Vein systems can be laterally extensive, but ore shoots have relatively restricted vertical extent. High-grade ores are commonly found in dilational zones in faults at flexures, splays, and in cymoid loops.

In some districts the epithermal mineralization is tied to a specific metallogenetic event, either structural, magmatic, or both. The veins are emplaced within a restricted stratigraphic interval generally within 1 km of the paleosurface. Mineralization near surface takes place in hot spring systems, or the deeper underlying hydrothermal conduits. Normal faults, margins of grabens, coarse clastic caldera moat-fill units, radial and ring dike fracture sets, and both hydrothermal and tectonic breccias are all ore fluid channeling structures. Through-going, branching, bifurcating, anastomosing, and intersecting fracture systems are commonly mineralized. Hanging wall fractures in mineralized structures are particularly favourable for high-grade ore.

Veins are comprised of quartz, amethyst, chalcedony, quartz pseudomorphs after calcite, and calcite. They may contain lesser amounts of adularia, sericite, barite, fluorite, and Ca-Mg-Mg-Fe carbonate minerals such as rhodochrosite, hematite and chlorite. Veins commonly exhibit open-space filling, symmetrical and other layering, crustification, comb structure, colloform banding, and multiple brecciation.

Mineralization within the veins consists of pyrite, electrum, gold, silver, and argentite, with lesser chalcopyrite, sphalerite, galena, tetrahedrite, silver sulphosalt, and/or selenide minerals. Deposits can be strongly zoned both along strike and vertically. Deposits are commonly zoned vertically over 250 – 350 m from a base metal poor Au-Ag-rich top, to a relatively Ag-rich base metal zone and an underlying base metal rich zone, grading at depth into a sparse base metal pyritic zone. From surface to depth, metal zones contain: Au-Ag-As-Sb-Hg, Au-Ag-Pb-Zn-Cu, Ag-Pb-Zn.

Alteration is important in low sulphidation epithermal deposits. Silicification is extensive in ores as multiple generations of quartz and chalcedony are commonly accompanied by adularia and calcite. Pervasive silicification in vein envelopes is flanked by sericite-illite-kaolinite assemblages. Intermediate argillic alteration (kaolinite-illite-montmorillonite (smectite)) formed adjacent to some veins; advanced argillic alteration (kaolinite-alunite) may form along the tops of mineralized zones. Propylitic alteration dominates at depth and peripherally.

Prospecting for mineralized siliceous and silica-carbonate float or vein material with diagnostic open-space textures is an effective exploration method. VLF can be effective in tracing structure, while radiometric surveys may outline strong potassic alteration of wall rocks. Geochemical sampling is also an effective exploration method with elevated values in the ore metals: Au, Ag, Zn, Pb, Cu, as well as elevated values

for pathfinder elements: As, Sb, Ba, F, Mn, and locally Te, Se, Hg. Finally, Ag deposits generally have higher base metal contents than Au and Au-Ag deposits.

Exploration, Development, and Production

Between January 5 and 20, 2025, a crew of four employees from Tripoint conducted a field program of soil and rock sampling on the Stobart Property, on behalf of River Road. The field observations presented below are summarized from Jubinville (2025). A total of 485 soil samples, 66 rock samples, and six structural stations were collected, covering the majority of the Property.

Within the soil samples, Au concentrations reached up to 0.231 ppm, but these highest samples tend to occur in isolation. Tight and weakly anomalous clusters of over 0.010 ppm Au are observed ~50 – 200 m around the known extents of the Hamm and Rob veins and, notably, extending SW from the Rob vein (Figure 3). Soil results yielded up to 1.69 ppm Ag, forming a wide anomaly over 0.10 ppm Ag cutting NE-SW across the middle of the grid, subparallel to the dominant vein orientation, ~500 m width (Figure 4).

A network of quartz veins in outcrop were identified around the center and center-west portions of the Property (Figures 3, 4). Not enough structural data points were collected to accurately map these structures, but the central veins tend to consistently strike ~30° (including the Hamm and Rob veins), whereas the western veins were noted to have a variety of strike directions and brecciated texture. The central cluster extends ~300 m perpendicular to strike, whereas the western cluster extends ~160 m in diameter. It is possible that the western zone, which is close to a regional fault junction, has a more complex structural history. The longest interpreted vein has a strike length of 600 m, and the parallel vein set in the NW is up to 450 m across, perpendicular to strike.

The quartz vein material observed across the 2025 program was variable at different veins and within different phases of the same vein. Generally, the veins contain milky white quartz with 0.5 – 1% iron oxide. Primary disseminated pyrite tends to be replaced by hematite, with some metallic specular hematite likely being present. Hematite can occur in thin veinlets, coating coarse crystals in open pore space, and as a matrix in occasional hydrothermal quartz breccias. Dark brown to purple manganese oxides also occur and are common in open space veins.

The quartz veins can be sorted roughly into three main descriptions:

Vuggy quartz veins with 5 – 10 mm sized prismatic quartz crystals. Typically, these open spaces can be coated with dark brown to purple manganese oxides or red to orange hematite. Sulphides are typically oxidized to iron oxides. These samples contain up to ~15% iron oxide.
Fine grained, milky white to white bull quartz. These veins can contain trace pyrite. Hematite occurs in smaller amounts along fractures and as repeating parallel veinlets.
Brecciated quartz veins with hematite cement. Varies between clast and cement supported.

The highest rock assay results of 2.79 ppm Au and 39.2 ppm Ag came from vein chip samples around a large 2 – 3 m wide quartz vein in outcrop with an orientation of 012°/45° SE, within the western cluster of veins. This multiphase vein consisted of mostly fine-grained milky quartz with some thin veinlets of clear quartz infilling fractures. Open space equant quartz crystals were occasionally observed, along with <1% rusty orange oxides and some dark manganese oxides.

Figure 3: Rock and soil sampling results (Au ppm) from the 2025 exploration program.

Figure 4: Rock and soil sampling results (Ag ppm) from the 2025 exploration program.

Drilling

No drilling has been completed on the Stobart Property.

Sample Preparation, Analysis and Security

1992 EXPLORATION PROGRAM

All rock samples were prepared and analyzed by Loring Laboratories Ltd. using “assay analysis” (Meyers, 1993).

2006 EXPLORATION PROGRAM

The following details are from Henneberry (2007). All rock, soil, and silt samples were prepared and analyzed by Eco Tech Laboratories Ltd. in Kamloops, British Columbia. Rock samples were crushed in two stages to a minus-10-mesh fraction and a 250 g sub-sample was crushed to a minus-140-mesh fraction on a ring mill pulverizer, with the sub-sample then rolled and homogenized. Soil samples were sieved to obtain the minus-80-mesh fraction, with samples producing insufficient material screened at a coarser fraction and flagged as such. Stream silt samples were sieved to obtain the minus-80-mesh fraction, with samples producing insufficient material screened at a coarser fraction and flagged as such. The entirety of stream silt “heavies” was used for analysis.

Samples for Au geochemical analysis were weighed to 30 g and fused with fluxing materials. The bead was then digested in aqua regia and analyzed on an atomic absorption instrument. Over-limit values for rocks were re-analyzed using gold assay methods.

For multi element ICP analysis, a 0.5 g sample was digested in 3 mL of a 3:1:2 ratio solution of HCl-HNO3-H2O, which contained beryllium as an internal standard, for 90 minutes in a water bath at 95°C. The sample was then diluted to 10 mL with water and analyzed on a Jarrell Ash ICP unit.

Internal lab procedures involved the analysis of standards, a repeat analysis every ten samples, and a re-split analysis every 25 samples. Certified standards were submitted along with the soil samples, with approximately 1 standard for every 20 natural samples. CDN-GS-P1 is certified to 121 ± 22 ppb Au and returned 115 – 150 ppb. CDN-GS-P3 is certified to 0.30 ± 0.04 g/t Au and returned 315 – 350 ppb. CDN-GS-P5 is certified to 0.525 ± 0.042 g/t Au and returned 520 – 590 ppb.

2007 EXPLORATION PROGRAM

The following details are from Butrenchuk (2008). All rock, soil, and silt samples were prepared and analyzed by Eco Tech Laboratories Ltd. in Kamloops, British Columbia. Preparation and analysis procedures were the same as for the 2006 program. Certified standards were submitted along with both the soil and excavator trench samples, with approximately 1 standard for every 20 natural samples. CDN-GS-P1 is certified to 121 ± 22 ppb Au and returned 115 – 150 ppb. CDN-GS-P3 is certified to 0.30 ± 0.04 g/t Au and returned 315 – 350 ppb. CDN-GS-P5 is certified to 0.525 ± 0.042 g/t Au and returned 520 – 590 ppb.

2025 EXPLORATION PROGRAM

All soil samples were prepared by ALS Geochemistry Kamloops and analyzed by ALS Geochemistry North Vancouver. Soil samples were prepared following ALS method PREP-41, where a sample is dried at low temperatures (<60°C), and then sieved to smaller than 180 microns. Element concentrations were determined following ALS method AuME-TL43 where 25 g of a prepared sample is digested in aqua regia and analyzed by inductively coupled plasma mass spectroscopy.

All rock samples were prepared and analyzed by ALS Geochemistry North Vancouver. Rock samples were prepared following ALS method PREP-31, where a sample is crushed until 70% is finer than 2 mm, and then pulverized until 85% of a 250 g sample split is finer than 75 microns. Gold concentrations were determined following ALS method Au-AA24, where 50 g of a prepared sample is fused with a mixture of lead oxide, sodium carbonate, borax, silica, and other reagents as required, then inquarted with 6 mg of gold-free silver and cupelled to yield a metal bead. The bead is digested in 0.5 mL dilute nitric acid in a microwave oven, before 0.5 mL concentrated hydrochloric acid is added for further digestion at a lower power microwave setting. The digested solution is cooled, diluted to a total volume of 4 mL with demineralized water, and analyzed by atomic absorption spectroscopy against matrix-matched standards. Other element concentrations were determined following ALS method ME-MS61, where 0.25 g of a prepared sample undergoes a four-acid digestion, starting with a combination of nitric, perchloric, and hydrofluoric acids followed by a final dissolution using hydrochloric acid. The digested sample is then analyzed using a combination of inductively coupled plasma atomic emission spectroscopy and inductively coupled plasma mass spectroscopy.

In addition to the internal lab procedures of inserting standards, blanks, and duplicates, five blank samples of CDN-BL-10 were submitted along with the soil samples, as well as one more with the rock samples.

Recommendations

Specific exploration recommendations include:

1) Complete a ground magnetic and electromagnetic survey over the Property to better delineate the extents of veining;
2) Complete a LiDAR survey over the Property to locate areas of topographic and elevation changes to better define surface structures and potential resistive veins;
3) Complete mechanical trenching at the most prospective veins identified, then map and samples these veins; and
4) Complete diamond drilling and core logging over the best areas as identified by the mapping and sampling results.

These recommendations would require a total budget of $700,000 and would be divided into two successive phases, each phase being dependent on success in the previous phase. Phase 1 would involve a geophysical survey, LiDAR Survey, and Trenching. Phase 2 would include trenching, mapping, and sampling. Phase 3 would entail 1000m of diamond drilling on the highest priority coincident targets.

Table 1: Recommended Exploration Budget

Phase 1 Recommended Exploration Budget
Phase	Description	Estimated Budget
1	Mag-EM Survey	$60,000
1	LiDAR Survey	$40,000
1	Trenching and Sampling	$100,000
	TOTAL PHASE ONE	$200,000
Phase 2 Recommended Exploration Budget
---	---	---
Phase	Description	Estimated Budget
2	Diamond Drilling (1000m)	$500,000
	TOTAL PHASE TWO	$500,000

USE OF PROCEEDS

Proceeds

The completion of this Offering is for 2,500,000 Offering Shares for aggregate gross proceeds of $375,000. If subscriptions representing the 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 Offering, will hold in trust all subscription funds received pursuant to the provisions of the Agency Agreement. If the 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.

Funds Available

Upon completion of the Offering, the Company expects to receive gross proceeds of $375,000. The estimated net proceeds of the Offering, after deducting the balance of the Corporate Finance Fee payable of $16,375), and the Agent's Commission of $30,000 (assuming no President's List Purchasers) are $328,625. Estimated expenses of the Offering are set out in the table below.

The proceeds of the Offering will be combined with the Company's working capital of approximately $66,136 as at April 30, 2025.

Source of Funds	Available Funds
	Minimum Offering
Gross proceeds from the Offering	$375,000
Less: Agent’s Commission(1)	$30,000
Less: Corporate Finance Fee payable(2)	$16,375
Net Proceeds from Offering	$328,625
Estimated working capital of the Company as at April 30, 2025	$66,136

Total available funds: $394,761

Notes:
(1) Maximum cash Agent’s Commission payable to the Agent, assuming no President’s List Purchasers.
(2) The Company agreed to pay the Agent a Corporate Finance Fee of $28,875 (GST inclusive), of which $12,500 was paid on February 7, 2025.

Principal Purposes

The proposed principal purposes for which the funds available to the Company upon completion of the Offering will be used as follows:

Principal Purposes	Amount
Phase I Exploration Program on the Property(1)	$200,000
Remaining costs of the Listing(2)	$50,000
General administrative expenses for 12 months(3)	$44,750
Unallocated working capital	$100,011

TOTAL: $394,761

Notes:
(1) Being the $200,000 Phase 1 exploration plan described in the Technical Report. Refer to “The Property - Recommendations” for a more detailed summary of planned expenditures.
(2) This amount includes TSXV listing fees, the Company’s legal expenses, and the Agent’s remaining legal expenses and reasonable out of pocket expenses. On January 31, 2025, the Company paid the Agent $10,000, which is being held by the Agent as a security deposit to pay expenses on behalf of the Company until completion or abandonment of the Offering, at which time the Agent will refund any balance of such deposit not utilized to pay the expenses to such date.
(3) General administrative expenses consist of professional fees and transfer agent fees. See “Administrative Costs” below.

The business of the Company will not be cash flow positive until the Company begins generating revenue. The Company may decide to raise more funds through additional equity financings in the next 12 months, if the Board believes it is in the best interests of the Company to do so, which may result in dilution of prospective Purchasers’ shareholdings. There are no assurances that the Company will be able to raise such funds on terms acceptable to the Company or at all.

The Company has historically generated net losses from operations and there is no assurance that the Company will not experience negative cash flow from operations in the future. For the fiscal year ended February 28, 2025, the Company sustained net losses from operations of ($85,434). Since the Company does not currently have revenues and cannot expect to have any revenues in the foreseeable future, the Company will be funding potential future negative cash flows from operating activities with the proceeds of the Offering. See the section of this Prospectus entitled "Risk Factors – Lack of Operating Cash Flow".

The Company intends to spend the net funds available to it as stated in this Prospectus. Notwithstanding the foregoing, there may be situations where, due to change of circumstance, outlook, research results and or business judgment, reallocation of funds is necessary in order for the Company to achieve its overall business objectives.

Management has, and will continue to have, the discretion to modify the allocation of the Company's available funds. If management determines that a reallocation of funds is necessary, the Company may redirect its available funds towards purposes other than as described in this Prospectus. The actual amount that the Company spends in connection with each of the intended uses of funds may vary significantly from the amounts specified above and will depend on a number of factors, including those referred to under "Risk Factors".

General and Administrative Costs

Upon completion of the Offering, the Company's working capital available to fund ongoing operations will be sufficient to meet its administrative costs for the following 12 months. An estimate of the general and administrative expenses of the Company for the 12 months following completion of the Offering is as follows:

Item	Budget
Professional Fees^{(1)}	$28,750
Transfer Agent and Regulatory Fees	$16,000

TOTAL: $44,750

Notes:

(1) Includes accounting, audit, and legal fees.

The use to which the $100,011 of unallocated working capital will be put has not yet been determined by the Company, as the nature of the Company's future expenditures is contingent on the results of the Phase I exploration program. The Company retains unallocated working capital to account for future contingencies, including the possibility of commencing work on the Phase II exploration program, if warranted, and pursuing opportunities to acquire interests in other resource development properties.

Business Objectives and Milestones

The Company expects to accomplish the following objectives or milestones using the funds available upon completion of the Offering:

Event		Time Frame
1.	Completing the Listing on the TSXV	Within 90 days of filing final Prospectus
(cost $30,000)
2.	Carry out Phase I of the exploration program Property	In 2025
(cost $200,000)

The Company’s current business objective and milestone is to carry out the Phase I exploration program, as described herein. If the results of the Phase I exploration program are positive, the Company will look towards initiating the Phase II exploration program. The Company’s unallocated working capital will not be sufficient to fund the Phase II exploration program. Therefore, in the event the results of the Phase I exploration program warrant conducting further exploration on the Property, the Company will require additional financing. The availability of such financing cannot be guaranteed.

Although the Company intends to expend the funds available to it as set out above, the amount 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 a reallocation of funds may be necessary for sound business reasons. See “Risk Factors” below.

Due to the nature of the business of mineral exploration, budgets are regularly reviewed with respect to both the success of the exploration program and other opportunities which may become available to the Company. Accordingly, if the results of the Phase I exploration program are not supportive of further exploration or development, or if continuing with the Phase I exploration program becomes inadvisable for any reason, the Company may abandon in whole or in part its interest in the Property or may, as work progresses, alter the Phase I exploration program, or may make arrangements for the performance of all or any portion of such work by other persons or companies and may use any funds so diverted for the purpose of conducting work or examining other properties acquired by the Company, although the Company has no present plans in this respect. Investors must rely on the experience, good faith, and expertise of management of the Company with respect to future acquisitions and activities.

The Company’s current business objective and sole current milestone is to complete the Phase I exploration program on the Property, as described herein and based upon the recommendations contained in the Technical Report. If the results of the Phase I exploration program are positive, the Company will look towards launching the recommended Phase II exploration program. A decision to proceed with the Phase II exploration program will also be subject to the Company raising additional funds by way of equity financing.

DIVIDENDS OR DISTRIBUTIONS

The Company has not declared or paid any dividends on the Common Shares since its incorporation. Any decision to pay dividends on the Common Shares will be made by the Board of Directors on the basis of earnings, financial requirements and other conditions existing at such future time.

The Company currently intends to retain its future earnings, if any, to finance further business expansion. As a result, the return on an investment on the Common Shares will depend on any future appreciation in value of the Common Shares. There can be no assurance that the Common Shares will appreciate or even maintain the price at which shareholders purchased their Common Shares.

MANAGEMENT'S DISCUSSION AND ANALYSIS

MD&A

Management’s Discussion and Analysis of the Company for the year ended February 28, 2025 is included as Schedule “B” and should be read in conjunction with the Financial Statements.

Additional Disclosure for Junior Issuers

The Company anticipates that its estimated working capital of $66,136 as of the most recent month end and funds raised pursuant to the Offering will fund operations for the next 12-month period. Management estimates that the Company will require $200,000 to pay for the Phase I exploration program expenditures, $50,000 for the estimated remaining expenses of the Listing and Offering, and $44,750 for general and administrative costs for the 12 months following Listing. Other than the costs stated above the Company does not anticipate incurring any other material capital expenditures during the next 12-month period.

DISCLOSURE OF OUTSTANDING SECURITY DATA

Common Shares

The Company’s authorized share capital consists of an unlimited number of Common Shares. As at the date of this Prospectus, the Company had 8,150,001 Common Shares outstanding. Upon completion of the Offering, the Company would have a total of 10,650,001 Common Shares outstanding.

$0.10 Warrants

As at the date of this Prospectus, the Company had 6,500,00 $0.10 Warrants outstanding. Each $0.10 Warrant entitles the holder to receive one Common Share in the capital of the Company until the date that is the earlier of: (i) January 24, 2032; and (ii) the date that is five years following the completion of a Going Public Transaction.

There is an aggregate of 6,500,000 Common Shares reserved for issuance underlying the $0.10 Warrants.

Awards

As at the date of the Prospectus, the Company has not yet granted any Awards under its Plan.

The Company does not anticipate granting awards to directors, officers, employees and consultants of the Company prior to Listing. The Plan is described below at “Options to Purchase Securities”.

Negative Operating Cash Flow

The Company has historically generated negative cash flows and there is no assurance that the Company will not experience negative cash flow from operations in the future. For the year ended February 28, 2025, the Company sustained net losses from operations of $85,434 and had negative cash flow from operating activities. The Company anticipates it will continue to have negative cash flow from operating activities in future periods until such time as the Property or other future interests generate revenues. All funds available to the Company will be used to fund future and anticipated negative cash flow from its operating activities.

DESCRIPTION OF SECURITIES DISTRIBUTED

Common Shares

The authorized share capital of the Company consists of an unlimited number of Common Shares. The Common Shares being offered for sale under this Prospectus include 2,500,000 Offering Shares. As of the date of this Prospectus, 8,150,001 Common Shares are issued and outstanding as fully paid and non-assessable 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 confers 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 prior rights, if any, of any other class of shares of the Company, are entitled to receive such dividends in any financial year as the Board may by resolution determine. In the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the holders of the Common Shares are entitled to receive, subject to the prior rights, if any, of the holders of any other class of shares of the Company, the remaining property and assets of the Company.

Concurrently with the filing of this Prospectus, the Company intends to apply to the TSXV to list the Common Shares. Listing of the Common Shares will be subject to the Company fulfilling all of the listing requirements of the TSXV. This Prospectus qualifies the distribution of the Offering Shares.

Agent's Warrants

Under the terms of the Agency Agreement, the Company has agreed to issue to the Agent, Agent's Warrants entitling the holder thereof to purchase that number of Agent's Warrant Shares as is equal to 8.0% of the number of Offering Shares sold by the Agent under the Offering, other than with respect to Offering Shares purchased by President's List Purchasers for which the number of Agent's Warrants will be 2.0% of the number of Offering Shares issued.

Each Agent's Warrant may be exercised at any time prior to 4:00 p.m. (Vancouver time) on the date which is twenty-four (24) months from the Closing Date upon the payment of the exercise price of $0.15 per Agent's Warrant Share. This Prospectus qualifies the distribution of the Agent's Warrants and the underlying Agent's Warrant Shares. See "Plan of Distribution".

CONSOLIDATED CAPITALIZATION

The following table summarizes the capitalization of the Company at the dates indicated and after giving effect to the Offering. The table should be read in conjunction with the Financial Statements and the MD&A included in this Prospectus as Schedules "A" and "B", respectively.

Description	Authorized Amount	Outstanding as at February 28, 2025	Outstanding as at the date of this Prospectus	Outstanding after giving effect to the Offering
Common Shares	Unlimited	7,350,001	8,150,001^{(1)}	10,650,001
$0.10 Warrants	N/A	6,500,000^{(2)}	6,500,000	6,500,000
Awards	1,065,000^{(3)}	Nil	Nil	Nil
Agent’s Warrants	N/A	Nil	Nil	200,000^{(4)}

Fully diluted total after giving effect to the Offering: 17,350,001

Notes:

(1) Includes the issuance of 800,000 Common Shares to the Optionor on May 7, 2025.

(2) Issued on January 23, 2025 pursuant to the $0.05 unit private placement and exercisable into one additional common share at an exercise price of $0.10 per share on the date that is the earlier of: (i) January 24, 2032; and (ii) five years following the completion of a Going Public Transaction. See “Description of Business – History – Financings and Issuances of the Company’s Securities”.

(3) The Company has adopted a 10% “rolling” omnibus equity incentive plan, pursuant to which the number of Common Shares reserved for issuance pursuant to Awards granted under the Plan may not, in the aggregate, exceed 10% of the then issued and outstanding Common Shares on a rolling basis.

(4) Represents the number of Agent’s Warrants issuable in connection with the Offering (assuming no President’s List Purchasers)

OPTIONS TO PURCHASE SECURITIES

Outstanding Awards

As at the date of this Prospectus, there are no Awards outstanding, and the Company does not have any plans to grant Awards prior to or on the Listing Date.

Omnibus Equity Incentive Plan

The Company’s omnibus equity incentive plan (the “Plan”) was approved by the Board on March 11, 2025, but will not become effective until the date Board determines it to be effective, in its sole discretion. The effective date of the Plan is anticipated to be after the Closing Date. Under the Plan, Options to purchase Common Shares, RSUs, and DSUs (together, the “Awards”) may be granted to be the Company’s directors, officers, employees, and consultants.

The following summary of the Plan does not purport to be complete and is qualified in its entirety by reference to Plan.

Summary of the Plan

Purpose

The purpose of the Plan is: (a) to increase the interest in the Company’s welfare of those Eligible Participants, who share responsibility for the management, growth and protection of the business of the Company or a subsidiary of the Company; (b) to provide an incentive to such Eligible Participants to continue their services for the Company or a subsidiary and to encourage such Eligible Participants whose skills, performance and loyalty to the objectives and interests of the Company or a subsidiary are necessary or essential to its success, image, reputation or activities; (c) to reward Eligible Participants for their performance of services while working for the Company or a subsidiary; and (d) to provide a means through which the Company or a subsidiary may recruit and retain key talent for the Company.

Types of Awards

The Plan provides for the grant of the following types of Awards: Options, Restricted Share Units (“RSUs”) and Deferred Share Units (“DSUs”). All Awards are to be evidenced by an agreement or other instrument or document (a “Grant Agreement”).

Plan Administration

The Plan is administered by the Board, which may delegate its authority to a committee. Subject to the terms of the Plan, applicable law and the rules of the Exchange or such other stock exchange on which the Company’s shares may be listed from time to time, the Board will have the power and authority to: (a) designate the Eligible Participants who will receive Awards (an Eligible Participant who receives an Award, a “Participant”); (b) designate the types and amounts of Awards to be granted to each Participant; (c) designate the number of shares to be covered by each Award; (d) determine the terms and conditions of any Award, including any vesting conditions or conditions based on performance of the Company or of an individual (“Performance Criteria”); (e) to interpret and administer the Plan and any instrument or agreement relating to it, or Award made under it; and (f) make such amendments to the Plan and Awards made under the Plan as are permitted by such plan and the rules of the applicable stock exchange.

Shares Available for Awards

Subject to adjustments as provided for under the Plan, the maximum number of shares available for issuance at any time pursuant to outstanding Awards under or governed by the Plan shall be equal to 10% of the issued and outstanding shares as at the date of any grant.

The Plan would be an “evergreen” plan as shares covered by Awards which have been exercised or settled, as applicable, and Awards which expire or are forfeited, surrendered, cancelled or otherwise terminated or lapse for any reason without having been exercised, will be available for subsequent grant under the Plan and the number of Awards that may be granted under the Plan increases if the total number of issued and outstanding shares of the Company increases.

Award Limitations

The Plan provides the follow limitations on grants:

(a) The maximum number of shares issuable pursuant to the Awards under the Plan (which includes Outstanding Options) shall not exceed 10% of the issued and outstanding shares as at the date of any Award grant.

(b) The maximum number shares issuable to Eligible Participants who are Insiders (as a group), at any time, together with shares reserved under any other Security Based Compensation Arrangement, shall not exceed 10% of the issued and outstanding shares at any point in time.

(c) The maximum number of shares issuable to Eligible Participants who are Insiders (as a group) within any one-year period, together with shares reserved under any other Security Based Compensation Arrangement, shall not exceed 10% of the issued and outstanding shares at any point in time.

(d) The maximum number of shares issuable to any one Participant under Awards in a 12-month period shall not exceed 5% of the issued and outstanding shares (unless requisite disinterested shareholder approval has been obtained to exceed); (i) the maximum number of shares issuable to any one Consultant in a 12-month period shall not exceed 2% of the issued and outstanding common shares; and (ii) Investor Relations Service Providers (within the meaning of the Policies of the TSXV) may only be granted Options under an Award and the maximum number of shares issuable to all Investor Relations Service Providers under any Options awarded shall not exceed 2% of the issued and outstanding common shares in any 12-month period, in each case measured as of the date of grant of an Award.

Eligible Participants

Any employee, executive officer, director, or Consultant of the Company or any of its subsidiaries is an “Eligible Participant” and considered eligible to be selected to receive an Award under the Plan, provided that only directors of the Company are eligible to receive Deferred Share Units. Eligibility for the grant of Awards and actual participation in the Plan is determined by the Board.

Description of Awards

Options

An option (“Option”) is an option granted by the Company to a Participant entitling such Participant to acquire a designated number of shares from treasury at an exercise price set at the time of grant (the “Option Price”). Options are exercisable, subject to vesting criteria established by the Board at the time of grant, over a period as established by the Board from time to time which shall not exceed 10 years from the date of grant. If the expiration date for an Option falls within a black-out period the expiration date will be extended to the date which is ten business days after the end of the black-out period, which may be after the date that is 10 years from the date of grant.

The Option Price shall not be set at less than the volume weighted average trading price of the shares on the applicable stock exchange for the five trading days immediately preceding the date of the grant. At the time of grant of an Option, the Board may establish vesting conditions in respect of each Option grant, which may include performance criteria related to corporate or individual performance. The Plan also permits the Board to grant an optionee, at any time, the right to deal with such Option on a cashless exercise basis at a price equal to the difference between the market price of the shares on the day immediately prior to the date of the exercise of the cashless exercise right, and the Option Price (less applicable withholding taxes), subject to the rules of the applicable stock exchange on which the shares are listed from time to time.

The Board may grant Options to U.S. participants that are qualified incentive stock options (“ISOs”) for the purposes of Section 422 of the United States Internal Revenue Code of 1986. ISOs may only be granted to employees of the Company or a subsidiary of the Company.

Restricted Share Units

A Restricted Share Unit (RSU) is an Award in the nature of a bonus for services rendered that, upon settlement, entitles the recipient to receive shares as determined by the Board. The Board may establish conditions and vesting provisions, including Performance Criteria, which need not be identical for all Restricted Share Units. Restricted Share Units expire no later than December 31 of the calendar year which commences three years after the calendar year in which the performance of services for which the Restricted Share Unit was granted, occurred (the “Restricted Period”). Restricted Share Units that are subject to Performance Criteria may not become fully vested prior to the expiry of the Restricted Period. A Restricted

Share Unit may be forfeited if conditions to vesting are not met. The Board, in its discretion, may award dividend equivalents with respect to Awards of Restricted Share Units, subject to such dividend equivalents being paid out in cash if entitlements to additional Restricted Share Units in respect of such dividend equivalents resulted in the limits set out in the Plan being exceeded.

Such dividend equivalent entitlements will not be available until the Restricted Share Units are vested and paid out.

Deferred Share Units

A Deferred Share Unit (DSU) is an Award attributable to a person’s duties as a director that, upon settlement, entitles the recipient to receive such number of shares as determined by the Board, and is issuable after the person ceases to be a director of the Company. In addition, the Board may award such additional Deferred Share Units to a director as the Board deems advisable to provide the Participant with appropriate equity-based compensation for the services such Participant renders to the Company. The Board, in its discretion, may award dividend equivalents with respect to Awards of Deferred Share Units, subject to such dividend equivalents being paid out in cash if entitlements to additional Deferred Share Units in respect of such dividend equivalents resulted in the limits set out in the Plan being exceeded. Deferred Share Units must be settled no later than December 31 of the calendar year following the year in which the recipient of the Deferred Share Unit ceased to be a director of the Company.

Effect of Termination on Awards

Unless otherwise provided for in a Grant Agreement or determined by the Board on an individual basis, in the event of the Participant’s:

(a) Voluntary Resignation: All of the Participant’s unvested Awards are immediately forfeited on the termination date, and any vested Options remain exercisable until the earlier of, unless otherwise determined by the Board, in its sole discretion, 90 days following the termination date and the expiry date of the Option.

(b) Termination for Cause: All of the Participant’s vested and unvested Awards immediately terminate, and are forfeited on the termination date.

(c) Termination not for Cause, including Permanent Disability or Retirement: All of the Participant’s unvested Awards immediately terminate and any vested Options remain exercisable until the earlier of, unless otherwise determined by the Board, in its sole discretion, 90 days following the termination date and the expiry date of the Option.

(d) Death: The Participant’s unvested Awards are immediately terminated upon the death of a Participant, and any vested Options remain exercisable by the Participant’s beneficiary until the earlier of 12 months following the termination date and the expiry date of the Option.

(e) Termination in Connection with a Change of Control: If, after a Change of Control (as described below), and within 12 months following the Change of Control, (i) a Participant who was also an officer or employee of, or a Consultant to, the Company prior to the Change of Control, has their position, employment or consulting agreement terminated, or the Participant is constructively dismissed, or (ii) a director ceases to act in such capacity, then all of the Participant’s unvested Restricted Share Units immediately vest and shall be paid out, and all unvested Options shall vest and become exercisable. Any Options that become exercisable in these circumstances shall remain

exercisable until the earlier of 90 days following the termination date and the expiry date of the Option.

Change of Control

In the event of a Change of Control (as defined in the Plan) the Board will have the power, in its sole discretion, to modify the terms of the Plan and/or the Awards to assist the Participants to tender into a takeover bid or participate in any other transaction leading to a Change of Control.

Assignment

No Award or other benefit payable under the Plan shall, except as otherwise provided by law (including the Policies of the Exchange, as applicable) or specifically approved by the Board, be transferred, sold, assigned, pledged, or otherwise disposed in any manner other than by will or the law of descent.

Termination and Amendment

The Board may suspend or terminate the Plan at any time. In addition, the Board may from time to time, in its absolute discretion and without approval of the shareholders amend any provision of the Plan or any Award, subject to any regulatory or stock exchange requirement at the time of such amendment, including, without limitation: (a) any amendment to the general vesting provisions, if applicable, of the Plan or the Awards; (b) any amendment regarding the effect of termination of a Participant's employment or engagement; (c) any amendment which accelerates the date on which any Option may be exercised under the Plan; (d) any amendment necessary to comply with applicable law or the requirements of the stock exchange or any other regulatory body; (e) any amendment of a "housekeeping" nature, including to clarify the meaning of an existing provision of the Plan, correct or supplement any provision of the Plan that is inconsistent with any other provision of the Plan, correct any grammatical or typographical errors or amend the definitions in the Plan; (f) any amendment regarding the administration of the Plan; (g) any amendment to add provisions permitting the grant of Awards settled otherwise than with shares issued from treasury, a form of financial assistance or clawback, and any amendment to a provision permitting the grant of Awards settled otherwise than with shares issued from treasury, a form of financial assistance or clawback which is adopted; and (h) any other amendment that does not require the approval of the shareholders, as provided below.

Notwithstanding the foregoing: (a) no amendment shall alter or impair the rights of any Participant, without the consent of such Participant except as permitted by the provisions of the Plan; and (b) the Board shall be required to obtain shareholder approval to make the following amendments: (i) any increase to the maximum number of shares issuable under the Plan (either as a fixed number or a fixed percentage of the outstanding common shares), except in the event of an adjustment provided for in the Plan; (ii) any amendment that extends the term of Options beyond the original expiry date that benefits an Insider of the Company; (iii) any amendment which extends the expiry date of any Award, or the Restricted Period, or the Performance Period of any Restricted Share Unit beyond the original expiry date or Restricted Period or Performance Period that benefits an Insider of the Company; (iv) except in the case of an adjustment provided for in the Plan, any amendment which reduces the exercise price of an Option or any cancellation of an Option and replacement of such Option with an Option with a lower exercise price; (v) any amendment which increases the maximum number of shares that may be (A) issuable to Insiders at any time; or (B) issued to Insiders under the Plan and any other proposed or established Security Based Compensation Arrangement in a one-year period, except in case of an adjustment provided for in the Plan; (vi) any amendment to the definition of an Eligible Participant under the Plan; and (vii) any amendment to the amendment provisions of the Plan.

Clawback

Any Award or the proceeds from the exercise of an Award will be subject to deductions and clawback if the Participant to whom the Award was granted violates (a) a non-competition, non-solicitation, confidentiality, or other restrictive covenant by which such Participant is bound, or (b) any policy adopted by the Company applicable to the Participant that provides for forfeiture or disgorgement with respect to incentive compensation that includes Awards under the Plan.

Compensation Securities

No compensation securities were issued or granted to any directors or officers of the Company to the date thereof, and none will be issued or granted on Listing.

PRIOR SALES

Prior Sales

The following table summarizes the sales of Common Shares and securities convertible into Common Shares that the Company has issued within the 12 months prior to the date of this Prospectus.

Date of Issue	Type of Security	Number or Dollar Value of Securities	Issue, Conversion, or Exercise Price of Security
January 21, 2025	Common Shares^{(1)}	850,000	$0.01
January 24, 2025	Common Shares^{(1)}	6,500,000	$0.05
January 24, 2025	$0.10 Warrants^{(1)(2)}	6,500,000	$0.10
May 7, 2025	Common Shares^{(3)}	800,000	$0.10

Notes:
(1) See “Description of Business – History – Financings and Issuances of the Company’s Securities”.
(2) Each $0.10 Warrant entitles the holder to receive one Common Share until the date that is the earlier of: (i) January 24, 2032; and (ii) five years following the completion of a Going Public Transaction. See “Description of Business – History – Financings and Issuances of the Company’s Securities”.
(3) These Common Shares were issued to the Optionor pursuant to the Company’s exercise of the Initial Option on the Property. See “Description of the Business – History – Option Agreement”.

Trading Price and Volume

No shares of the Company are currently listed for trading on any stock exchange.

ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTION ON TRANSFER

Escrow under NP 46-201

In accordance with NP 46-201, all Common Shares and convertible securities held by Principals of the Company as of the date of this Prospectus are subject to escrow restrictions.

Under the NP 46-201, a “principal” is defined as:

(a) a person or company who acted as a promoter of the Company within two years before the Prospectus;

(b) a director or senior officer of the Company or any of its material operating subsidiaries at the time of the Prospectus;

(c) a 20% holder – a person or company that holds securities carrying more than 20% of the voting rights attached to the Company’s outstanding securities immediately before and immediately after the Company’s IPO; or

(d) a 10% holder – a person or company that (i) holds securities carrying more than 10% of the voting rights attached to the Company’s outstanding securities immediately before and immediately after the Company’s IPO and (ii) has elected or appointed, or has the right to elect or appoint, one or more directors or senior officers of the Company or any of its material operating subsidiaries.

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 they hold will be subject to escrow requirements.

The principals of the Company are Tim Henneberry, Michael Blady, Michael Mulberry, and Harpreet Singh. Michael Mulberry and Harpreet Singh each hold less than 1% of the voting rights attached to the Company’s outstanding securities following the Offering, and, as such, each are exempted from the escrow requirements of NP 46-201 pursuant to section 3.6 of NP 46-201.

At the time of its IPO, an issuer will be classified for the purposes of escrow as either an “exempt issuer”, an “established issuer” or an “emerging issuer” as those terms are defined in NP 46-201.

Directors, executive officers and certain shareholders of the Company (the “Escrow Shareholders”) will enter into a Form 46-201F1 escrow agreement (the “Escrow Agreement”) with the Company and Odyssey Trust Company pursuant to which the Escrow Shareholders will agree to deposit the securities of the Company which they hold with Odyssey Trust Company as escrow agent once appointed, until they are released in accordance with the following release schedule, as on listing, the Company anticipates being an emerging issuer:

Release Date	Amount Released
On the Listing date	1/10 of the escrow securities
6 months after the Listing date	1/6 of the remaining escrow securities
12 months after the Listing date	1/5 of the remaining escrow securities
18 months after the Listing date	1/4 of the remaining escrow securities
24 months after the Listing date	1/3 of the remaining escrow securities
30 months after the Listing date	1/2 of the remaining escrow securities
36 months after the Listing date	the remaining escrow securities

Assuming there are no changes to the escrow securities initially deposited and no additional escrow securities are deposited, this will result in a 10% release on the listing date (as defined by NP 46-201), with the remaining escrow securities being released in 15% tranches every 6 months thereafter.

The following table sets out the securities of the Company which are expected to be subject to escrow restrictions in accordance with NP 46-201 (the “Escrowed Securities”):

Designation of Class	Number of Securities Subject to NP 46-201 Escrow	Percentage of Class
Common Shares	600,000	5.64% (1)

Note:
(1) This percentage is calculated on the basis of 10,650,001 Common Shares issued and outstanding on completion of the Offering.

The following is a list of the Escrow Shareholders and their securities:

Name	Designation of Class	Number of Securities held in escrow	Percentage of Class as at the date of this Prospectus^{(1)}	Percentage of Class upon completion of the Offering^{(2)}
Mammoth Geological Ltd.^{(3)}	Common Shares	400,000	4.91%	3.76%
Michael Blady	Common Shares	200,000	2.45%	1.88%

Notes:
(1) This percentage is calculated on the basis of 8,150,001 Common Shares issued and outstanding.
(2) This percentage is calculated on the basis of 10,650,001 Common Shares issued and outstanding.
(3) Mammoth Geological Ltd. is a company controlled by Tim Henneberry, a director and Chief Executive Officer of the Company.

The Escrow Shareholders hold, in the aggregate, 600,000 Common Shares, which are subject escrow as outlined above.

Escrow Agreement

The automatic time release provisions under NP 46-201 pertaining to "established issuers" provide that 25% of each principal's escrowed securities are released on the Listing Date, with an additional 25% being released in equal tranches at six-month intervals over 18 months. If, within 18 months of the Listing Date, the Company meets the "established issuer" criteria, as set out in NP 46-201, the escrow securities will be eligible for accelerated release according to the criteria for established issuers. In such a scenario, that number of escrow securities that would have been eligible for release from escrow if the Company had been an "established issuer" on the Listing Date will be immediately released from escrow. The remaining escrow securities would be released in accordance with the time release provisions for established issuers, with all escrow securities being released 18 months from the Listing Date.

Under the terms of the Escrow Agreement, Escrowed Securities cannot be transferred by the holder unless permitted under the Escrow Agreement. Notwithstanding this restriction on transfer, a holder of Escrowed Securities may (a) pledge, mortgage or charge the Escrowed Securities to a financial institution as collateral for a loan provided that no Escrow Securities will be delivered by the Escrow Agent to the financial institution; (b) exercise any voting rights attached to the Escrow Securities; (c) receive dividends or other distributions on the Escrow Securities; and (d) exercise any rights to exchange or convert the Escrow Securities in accordance with the Escrow Agreement.

The securities of the Company held in escrow may be transferred within escrow to: (a) subject to approval of the Company’s Board of Directors, an individual who is an existing or newly appointed director or senior officer of the Company or of a material operating subsidiary of the Company; (b) subject to the approval of the Company’s Board of Directors, a person that before the proposed transfer holds more than 20% of the voting rights attached to the Company’s outstanding securities; (c) subject to the approval of the Company’s Board of Directors, a person that after the proposed transfer will hold more than 10% of the voting rights attached to the Company’s outstanding securities and that has the right to elect or appoint one or more directors or senior officers of the Company or any of its material operating subsidiaries; (d) upon the bankruptcy of a holder of Escrowed Securities, the securities held in escrow may be transferred within escrow to the trustee in bankruptcy or other person legally entitled to such securities; (e) upon the death of a holder of Escrowed Securities, all securities of the deceased holder will be released from escrow to the deceased holder’s legal representative; (f) a financial institution that the holder pledged, mortgaged or charges to a financial institution as collateral for a loan on realization of such loan; and (g) a RRSP, RRIF or similar registered plan or fund with a trustee, where the annuitant of the RRSP or RRIF, or the beneficiaries of another plan or fund are limited to the holders spouse, children or parents, or if the holder is the trustee of such registered plan or fund, to the annuitant of the RRSP or RRIF, or a beneficiary of the other registered plan or fund or his or her spouse, children or parents.

In addition, tenders of Escrowed Securities pursuant to a share exchange, which includes a take-over bid, issuer bid, statutory arrangement, amalgamation, merger or other reorganization similar to an amalgamation or merger, are permitted. Escrowed Securities subject to a share exchange will continue to be escrowed if the successor entity is not an “exempt issuer”, the holder is a principal of the successor entity; and the holder holds more than 1% of the voting rights of the successor entities’ outstanding securities.

The complete text of the Escrow Agreement is available for inspection at the office of the Company’s legal counsel, Suite 1200, 750 West Pender Street, Vancouver, British Columbia, V6C 2T8.

Escrow under Seed Share Resale Restrictions

Securities that are issued to “Non-Principals” (as that term is defined in the policies of the TSXV) of the Company prior to the Offering at a price which is below the price of the Offering are subject to hold periods in accordance with seed share resale restrictions (“SSRR”) under the policies of the TSXV. The purchase price of such securities and the time of purchase relative to the date of the receipt for the prospectus in respect of the Offering, determine which TSXV hold periods apply. SSRR will be imposed on the securities by imprinting legends on the applicable certificates representing such securities, and do not apply to persons who are subject to the Escrow Agreement. As of the date of this Prospectus, the Company anticipates that, pursuant to SSRR, a total of 6,500,000 Common Shares will be subject to a four-month hold period, with 20% of the applicable Common Shares being released on the Company’s receipt of the Final Receipt, and 20% released each month anniversary thereafter.

PRINCIPAL SHAREHOLDERS

To the knowledge of the directors and officers of the Company, as of the date of this Prospectus, the only persons who beneficially own, or exercise control or direction over, directly or indirectly, Common Shares carrying more than 10% of the votes attached to Common Shares are:

Name	Prior to the Offering		After Giving Effect to the Offering
	Number of Common Shares Owned, or Controlled or Directed Directly or Indirectly	Approximate Percentage of Total Outstanding Common Shares as at the date of this Prospectus(1)	Number of Common Shares Owned, or Controlled or Directed Directly or Indirectly	Approximate Percentage of Total Outstanding Common Shares after giving effect to the Offering (Non-Diluted)(2)	Approximate Percentage of Total Outstanding Common Shares after giving effect to the Offering (Fully-Diluted)(3)
Jelena Jakovljevic	1,000,000	12.27%	1,000,000	9.39%	5.76%
Jacqueline Ciampi	1,000,000	12.27%	1,000,000	9.39%	5.76%
Joerg Scheizer	1,000,000	12.27%	1,000,000	9.39%	5.76%
Andre Doerk	1,000,000	12.27%	1,000,000	9.39%	5.76%
Jeremy Poirier	920,000	11.29%	920,000	8.64%	5.30%

Notes:
(1) This percentage is calculated on the basis of 8,150,001 Common Shares issued and outstanding
(2) This percentage is calculated on the basis of 10,650,001 Common Shares issued and outstanding.
(3) On a fully-diluted basis, assuming completion of the Offering, and the exercise of the $0.10 Warrants and the Agent's Warrants, the aggregate number of issued and outstanding Common Shares would total 17,350,001 Common Shares.

DIRECTORS AND OFFICERS

Name, occupation and security holding

The following table provides the names, province or state of residence, position, principal occupations and the number of voting securities of the Company that each of the directors and executive officers beneficially owns, directly or indirectly, or exercises control over, as of the date of this Prospectus:

Name, Residence and Position with the Company	Director/ Officer Since	Principal Occupation for the Past Five Years	Number and Percentage of Common Shares Held
			At the Date of this Prospectus(2)	After Giving Effect to the Offering(3)
Tim Henneberry(1)
British Columbia, Canada
CEO and Director	December 16, 2024	Geologist at Mammoth Geological Ltd.	400,000(4)
(4.91%)	400,000(4)
(3.76%)
Harpreet Singh
British Columbia, Canada
CFO and Corporate Secretary	March 1, 2025	Accounting Manager at Leonard and Co., Senior Accountant at MNP LLP, Chartered Professional Accountants	100,000
<1%	100,000
<1%
Michael Mulberry(1)
British Columbia, Canada
Director	December 30, 2024	Director and CEO of Medaro Mining Corp. January 2022 to February 2025, previously Geotech for GeoMinEx Consultants	100,000
<1%	100,000
<1%
Michael Blady(1)
British Columbia, Canada
Director	January 9, 2025	Director and Chief Executive Officer of Tank Enterprises Ltd.; Independent director of Avant Brands Inc., August 2017 to April 2024; CEO of Golden Ridge Resources Ltd., October 2017 to November 2024; CEO of Basin Uranium Corp., October 2021 to November 2024.	200,000(5)
(2.45%)	200,000(5)
(1.88%)

Notes:

(1) Member of the Audit Committee of the Company.
(2) This percentage is calculated on the basis of 8,150,001 Common Shares issued and outstanding as at the date of this Prospectus.
(3) This percentage is calculated on the basis of 10,650,001 Common Shares issued and outstanding after giving effect to the Offering.
(4) Held by Mr. Henneberry through Mammoth Geological Ltd. and subject to the NP 46-201 Escrow Agreement.
(5) Subject to the NP 46-201 Escrow Agreement.

As at the date of this Prospectus, the directors and officers of the Company as a group owned beneficially, directly or indirectly or exercised control or discretion over an aggregate 800,000 Common Shares, which is equal to approximately 9.82% of the Common Shares currently issued and outstanding. After the completion of the Offering and prior to the exercise of any other outstanding rights to acquire Common Shares, the directors and officers of the Company as a group will own beneficially, directly or indirectly or exercise control or discretion over approximately an aggregate of 800,000 Common Shares which is equal to approximately 7.51% of the issued and outstanding Common Shares upon completion of the Offering, not including any Common Shares which may be acquired by the directors and officers in the Offering.

The term of office of the directors expires annually at the time of the Company’s annual general meeting. The term of office of the officers expires at the discretion of the Board of Directors.

Directors and Officers - Biographies

The following biographies provide information in respect of the directors and officers of the Company.

Tim Henneberry – 66 – Chief Executive Officer and Director

Mr. Henneberry is a Professional Geoscientist registered in British Columbia with 44 years experience in domestic and international exploration and production for precious and base metals, uranium and industrial minerals. He was a founding director and Chief Executive Officer of Appleton Exploration Inc. (now Phenom Resources Corp.), Indigo Exploration Inc., and Pike Mountain Minerals Inc. (now Carebook Technologies Inc.), all of which are resource exploration companies. He was a former director, interim Chief Executive Officer of 66 Resources Corp. (now Nexus Uranium Corp.) (CSE: NEXU) and former director of Raindrop Ventures Inc. (now Torrent Gold Inc.). He currently serves as Director after co-founding Silver Sands Resources Corp., Tana Resources Corp., Hilo Mining Ltd. (now Grit Metals Corp.) and Questcorp Mining Inc. and serves as Director of iMetal Resources Inc. Mr. Henneberry has worked in southwest US uranium since 2013, and in the Athabasca Basin since 2020. He currently serves as the technical advisor for Atomic Minerals Corp. and the QP for Basin Uranium Corp. and Max Resource Corp.

Mr. Henneberry has not entered into a non-competition nor non-disclosure agreement with the Company.

Harpreet Singh – 25 – Chief Financial Officer and Corporate Secretary

Mr. Singh is an Accounting Manager at Leonard & Co., an accounting firm, and is a Certified Professional Accountant (CPA), having received his designation in September 2024, with over 3 years of expertise in financial reporting, tax preparation, and strategic accounting solutions. Before joining Leonard & Co., he worked at MNP LLP as articling accountant, then as senior accountant and has worked with clients across industries such as automobile/RV dealerships, First Nations and Indigenous businesses, construction, investments along with non-profit organizations and professionals. Mr. Singh holds a Bachelor’s Degree in Accounting from the University of the Fraser Valley.

Mr. Singh has not entered into a non-competition nor non-disclosure agreement with the Company.

Michael Blady – 41 – Director

Mr. Blady is an entrepreneur and a geologist with over 12 years' experience in the capital markets. Mr. Blady has been involved in all facets of building, growing, and operating a public company, including multiple successful capital raises. Mr. Blady holds a B.Sc. from Simon Fraser University and has previously served on several boards of TSX, TSX-V and CSE issuers. Mr. Blady is neither an independent contractor nor an employee of the Company.

Mr. Blady has not entered into a non-competition or non-disclosure agreement with the Company.

Michael Mulberry – 58 – Director

Recently, Mr. Mulberry acted as the Chief Executive Officer and a director of Medaro Mining Corp., a company listed on the Canadian Securities Exchange. Previously, Mr. Mulberry was a Geotech for GeoMinEx Consultants Inc., and has been a director and/or officer of a number of publicly listed companies, including Roo Gold Inc. True Zone Resources Inc., and Metalite Resources Inc. Mr. Mulberry has provided geotechnical services, project management, logistics and technical support to numerous mining exploration companies for over 20 years. Mr. Mulberry holds a Bachelor of Arts in Geography from the University of Western Ontario.

Mr. Mulberry has not entered into a non-competition or non-disclosure agreement with the Company.

The directors and officers of the Company anticipate that they will dedicate the following percentage of their time to the affairs of the Company:

Tim Henneberry	25%
Harpreet Singh	25%
Michael Blady	5%
Michael Mulberry	10%

These percentages are estimates only over the course of a 12-month period and the time commitment of the directors and officers will vary depending upon the Company’s activities. Each director and officer is neither an employee nor an independent contractor of the Company.

Committees

The only committee of the Board of the Company is the audit committee (the “Audit Committee”). The Audit Committee of the Company consists of Michael Blady (Chair), Michael Mulberry, and Tim Henneberry.

Reporting Issuer Experience of the Directors and Officers of Issuer

The following table sets out the directors, officers and Promoters of the Company that are, or have been within the last five years, directors, officers or Promoters of other issuers that are or were reporting issuers in a Canadian jurisdiction:

Name	Name of Reporting Issuer	Exchange or Market	Position	From (mm/yy)	To (mm/yy)
Tim Henneberry	Grit Metals Corp.	TSXV	Director	11/2021	Present
	Questcorp Mining Inc.	CSE	Director	10/2021	Present
	J4 Ventures Inc.	TSXV	Director	07/2021	Present
	Treviso Capital Corp.	TSXV	Director	04/2021	Present
	Tana Resources Corp.	CSE	Director	02/2021	Present
	iMetal Resources Inc.	TSXV	Director	11/2020	Present
	Silver Sands Resources Corp.	CSE	Director	01/2018	Present
	Nexus Uranium Corp.	CSE	Interim Chief Executive Officer, Director	07/2020	10/2023
	Torrent Gold Inc.	CSE	Director	11/2019	12/2020
	Carebook Technologies Inc.	TSXV	Chief Executive Officer, Director	07/2018	10/2020
Michael Blady	Basin Uranium Corp.	CSE	CEO, Director	10/2021	11/2024
	Ridgeline Minerals Corp.	TSXV	Director	01/2020	11/2024
	Golden Ridge Resources Ltd.	TSXV	CEO, Director	10/2017	11/2024
	Valleyview Resources Ltd.	TSXV	Director	02/2023	10/2024
	Avant Brands Inc.	TSX	Director	08/2017	04/2024
Michael Mulberry	Medaro Mining Corp.	CSE	Director CEO	01/2022	02/2025
	Roo Gold Inc.	CSE	Director CEO	03/2019	02/2023
	Metalite Resources Inc.	CSE	Director CEO	04/2019	02/2023
	True Zone Resources Inc.	CSE	Director	01/2013	03/2022

Corporate Cease Trade Orders or Bankruptcies

To the best of the Company’s knowledge, no director or executive officer of the Company is, at the date of this Prospectus, or was within the 10 years prior to the date of this Prospectus, a director, chief executive officer or chief financial officer of any company (including the Company) that:

(a) was subject to 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.

For the purposes of the foregoing, “order” means

(a) a cease trade order;

(b) an order similar to a cease trade order; or

that was in effect for a period of more than 30 consecutive days.

Other than as disclosed below, to the best of the Company’s knowledge, no director or executive officer of the Company, nor any shareholder holding sufficient securities of the Company to affect materially the control of the Company, nor any personal holding company of any such person:

(a) is, as at the date of this Prospectus, or has been within the 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; or

(b) has, within the 10 years before the date of this Prospectus, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or shareholder.

Penalties or Sanctions

To the best of the Company’s knowledge, no director or executive officer of the Company, nor any shareholder holding sufficient securities of the Company to materially affect control of the Company has been subject to:

(a) any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or

(b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor making an investment decision.

Conflicts of Interest

The directors of the Company are required by law to act honestly and in good faith with a view to the best interests of the Company and to disclose any interests, which they may have in any project or opportunity of the Company. If a conflict of interest arises at a meeting of the Board of Directors, any director in a conflict will disclose his or her interest and abstain from voting on such matter.

To the best of the Company’s knowledge, and other than disclosed herein, there are no known existing or potential conflicts of interest among the Company, its directors and officers or other members of management of the Company as a result of their outside business interests except that certain of the directors and officers serve as directors and officers of other companies, and therefore it is possible that a conflict may arise between their duties to the Company and their duties as a director and officer of such other companies. To the extent that such other companies may provide services to the Company, may participate with the Company in various ventures, or may compete against the Company in one or more aspects of its business, the directors and officers of the Company may have a conflict of interest respecting such. Any conflicts will be subject to the procedures and remedies under the BCBCA. See also “Interest of Management and Others in Material Transactions” and “Risk Factors”.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The Company was not a reporting issuer at any time during the most recently completed financial period. It is expected that in the future the directors and officers of the Company, including the Named Executive Officers (as defined below), will be granted, from time to time, incentive Awards in accordance with the Plan. See “Options to Purchase Securities – Omnibus Equity Incentive Plan” for a summary of the terms of the Plan. Given the Company’s size and its stage of development, the Company has not appointed a compensation committee or formalized any guidelines with respect to compensation at this time. It is anticipated that once the Company becomes a reporting issuer, the Board will consider appointing such a committee and adopting such guidelines. The Company currently relies solely on Board discussion without any formal objectives, criteria and analysis to determine the amount of compensation payable to directors and all officers of the Company.

As an “IPO Venture Issuer” in accordance with Form 51-102F6V Statement of Executive Compensation – Venture Issuers, the following is a discussion of all significant elements of compensation to be awarded to, earned by, paid to or payable to NEOs of the Company, once the Company becomes a reporting issuer, to the extent this compensation has been determined.

For the purposes set out below, a “Named Executive Officer” or “NEO” means each of the following individuals:

(a) the chief executive officer of the Company (“CEO”) during any part of the most recently completed financial year;

(b) the chief financial officer of the Company (“CFO”) during any part of the most recently completed financial year;

(c) in respect of the Company and its subsidiaries, the most highly compensated executive officer other than the individuals identified in paragraphs (a) and (b) at the end of the most recently completed financial year whose total compensation was more than $150,000 for that financial year; and

(d) each individual who would be a named executive officer under paragraph (c) but for the fact that the individual was neither an executive officer of the Company, and was not acting in a similar capacity, at the end of that financial year.

As at the end of the Company’s most recently completed financial year ended February 28, 2025, the Company had two NEOs, Tim Hennerberry, CEO, and Patrick McCarthy, former CFO and Corporate Secretary.

Options and Other Compensation Securities

The Company adopted the Plan to assist the Company in attracting, retaining and motivating directors, officers, employees, consultants and contractors of the Company and to closely align the interests of such service providers with the interests of the Company. As at the Company’s most recently completed financial year ended February 28, 2025, there were no outstanding compensation securities and none had been granted or issued to the directors and NEOs by the Company for services provided or to be provided, directly or indirectly, to the Company. For information about the Plan, refer to the heading “Options to Purchase Securities” above.

Officer and Director Compensation

The Company does not have any arrangements, standard or otherwise, pursuant to which officers and directors are compensated by the Company for their services in their capacity as an officer or director, or for committee participation, involvement in special assignments or for services as consultants or experts. As with the Named Executive Officers, the Board intends to compensate directors primarily through the grant of Awards under the Plan and reimbursement of expenses incurred by such persons acting as directors of the Company.

The following table is a summary of compensation (excluding compensation securities) paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the Company, to each NEO and director for services provided and for services to be provided, directly or indirectly, to the Company, for each of the Company’s two most recently completed financial years ended February 29, 2024 and February 28, 2025.

Table of compensation excluding compensation securities
Name and position	Year Ended February 28	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
Tim Henneberry
CEO and Director	2025	7,350	Nil	Nil	Nil	Nil	7,350^{(1)}
	2024	Nil	Nil	Nil	Nil	Nil	Nil
Patrick McCarthy
Former CFO and Corporate Secretary	2025	4,000	Nil	Nil	Nil	Nil	4,000^{(2)}
	2024	Nil	Nil	Nil	Nil	Nil	Nil
Michael Mulberry
Director	2025	Nil	Nil	Nil	Nil	Nil	Nil
	2024	Nil	Nil	Nil	Nil	Nil	Nil
Michael Blady
Director	2025	Nil	Nil	Nil	Nil	Nil	Nil
	2024	Nil	Nil	Nil	Nil	Nil	Nil

Note:
(1) For the year ended February 28, 2025, Mr. Henneberry received $7,350 in his capacity as CEO and Nil in his capacity as a director of the Company.
(2) Mr. McCarthy was appointed as CFO and Corporate Secretary of the Company on December 16, 2024, and resigned effective March 1, 2025. Harpreet Singh was appointed as CFO and Corporate Secretary of the Company effective March 1, 2025.

Equity Incentive Plan and Other Incentive Plans

See “Options to Purchase Securities”.

Employment, Consulting and Management Agreements

The Company does not have any employment, consulting or management agreements.

The Company is not party to any agreement or arrangement under which compensation was provided during the Company’s most recently completed financial year or is payable in respect of services provided to the Company or any of its subsidiaries that were performed by a director or NEO, or performed by any other party but are services typically provided by a director or a NEO or a person performing services of a similar capacity.

Oversight and Description of Director and Named Executive Officer Compensation

The Company, at its present stage, does not have any formal objectives, criteria and analysis for determining the compensation of its NEOs and primarily relies on the discussions and determinations of the Board. When determining individual compensation levels for the Company’s NEOs, a variety of factors will be considered including: the overall financial and operating performance of the Company, each NEO’s individual performance and contribution towards meeting corporate objectives and each NEO’s level of responsibility and length of service.

The Company’s executive compensation is intended to be consistent with the Company’s business plans, strategies and goals, including the preservation of working capital as the Company seeks to complete its listing on the TSXV. The Company’s executive compensation program is intended to provide appropriate compensation that permits the Company to attract and retain highly qualified and experienced senior executives and to encourage superior performance by the Company. The Company’s compensation policies are intended to motivate individuals to achieve and to award compensation based on corporate and individual results.

The Company does not have any arrangements, standard or otherwise, pursuant to which directors are compensated by the Company for their services in their capacity as directors, or for committee participation, involvement in special assignments or for services as consultants or experts. As with the NEOs, the Board intends to compensate directors primarily through the grant of Awards and reimbursement of expenses incurred by such persons acting as directors of the Company.

Pension Plan Benefits

The Company does not have in place any pension plans that provide for payments or benefits at, following, or in connection with retirement.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

None of the directors, executive officers, employees, proposed nominees for election as directors and their associates, or any former executive officers, directors and employees of the Company or any of its subsidiaries, is, as at the date of this Prospectus, or has been at any time during the most recently completed financial year, indebted to the Company or any of its subsidiaries.

AUDIT COMMITTEE AND CORPORATE GOVERNANCE

Audit Committee

The text of the Audit Committee’s Charter is attached as Schedule “C”.

Composition of the Audit Committee

The Company’s Audit Committee is composed of the following:

Name	Independence(1)	Financial Literacy
Michael Blady (Chair)	Yes	Financially literate(2)
Michael Mulberry	Yes	Financially literate(2)
Tim Henneberry	No	Financially literate(2)

Notes:

(1) A member of an audit committee is independent if, in addition to meeting other regulatory requirements, 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 pursuant to NI 52-110. Mr. Henneberry is not considered independent as he is CEO of the Company.

(2) An individual is financially literate if they have 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.

Relevant Education and Experience

Each member of the Company’s Audit Committee has adequate education and experience that is relevant to his 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 and the ability to assess the general application of such principles in connection with the accounting for estimates, accruals and provisions;

(b) experience preparing, auditing, analyzing or evaluating financial statements that present a breadth 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

Michael Blady – Mr. Blady is a professional geologist. He also has acted as a director and audit committee member for various public companies. Through these roles, Mr. Blady is familiar with generating and implementing budgets and managing financial reporting.

Michael Mulberry – Mr. Mulberry has experience in the management and administration of public companies, having served as a director and officer of a number of public companies. In addition to Mr. Mulberry's experience in dealing with various financial matters of public companies, he also completed several business courses at the University of Western Ontario and was previously a licensed financial planner with a background in reviewing and analyzing financial statements.

Tim Henneberry – Mr. Henneberry is a professional geologist with management and board experience. Since 2004, he has held a variety of management positions with both public and private resource companies, including roles as an officer, director, and audit committee member. Through his involvement in these capacities, Mr. Henneberry is familiar with accounting policies and reviewing and analyzing financial statements.

In addition to the foregoing, the Company also makes third party experts available to its audit committee members, including representatives of the Company’s auditors, to address any questions the committee members may have regarding the preparation of the Company’s financial statements.

See “Directors and Executive Officers” for further details of each audit committee member’s relevant experience.

Audit Committee Oversight

At no time since the commencement of the Company’s most recently completed financial period, has a recommendation of the Audit Committee to nominate or compensate an external auditor not been adopted by the Board.

Reliance on Certain Exemptions

Since the commencement of the Company’s most recently completed financial period, the Company has not relied on the exemptions contained in Section 2.4, 6.1.1(4), 6.1.1(5), 6.1.1(6), or Part 8 of NI 52-110.

Pre-Approval Policies and Procedures

The Audit Committee has not adopted specific policies and procedures for the engagement of non-audit services.

External Auditor Service Fees (By Category)

Set forth below are details of certain service fees paid to the Company’s external auditor in each of the last two fiscal years for audit services:

Nature of Services	Fees Billed by the Auditor During the Financial Year ended February 28, 2025	Fees Billed by the Auditor During the Financial Year ended February 29, 2024
Audit Fees^{(1)}	$15,000	Nil
Audit-Related Fees^{(2)}	Nil	Nil
Tax Fees^{(3)}	Nil	Nil
All Other Fees^{(4)}	Nil	Nil

TOTAL: $15,000
Nil

Notes:

(1) “Audit Fees” include fees necessary to perform the annual audit and quarterly reviews of the Company’s financial statements. Audit Fees include fees for review of tax provisions and for accounting consultations on matters reflected in the financial statements. Audit Fees also include audit or other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings and statutory audits.

(2) “Audit-Related Fees” include services that are traditionally performed by the auditor. These audit-related services include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation.

(3) “Tax Fees” include fees for all tax services other than those included in “Audit Fees” and “Audit-Related Fees”. This category includes fees for tax compliance, tax planning and tax advice. Tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities.

(4) “All Other Fees” include all other non-audit services.

Corporate Governance

The Board believes that good corporate governance improves corporate performance and benefits all shareholders. NP 58-201 provides non-prescriptive guidelines on corporate governance practices for reporting issuers such as the Company. In addition, NI 58-101 prescribes certain disclosure by the Company of its corporate governance practices. This disclosure, as it applies to the Company, is presented below.

Board of Directors

Directors are considered to be independent if they have no direct or indirect material relationship with the Company. A material relationship is a relationship which could, in the view of the Board, be reasonably expected to interfere with the exercise of a director’s independent judgment.

The independent members of the Board at present are Michael Blady and Michael Mulberry.

The non-independent member of the Board at present is R. Tim Henneberry (CEO of the Company).

The Board facilitates its independent supervision over management by having regular Board meetings and by establishing and implementing prudent corporate governance policies and procedures.

Directorship

Certain directors are presently directors of one or more other reporting issuers. See “Directors and Officers” above for further details.

Orientation and Continuing Education

The Board does not have a formal policy relating to the orientation of new directors and continuing education for directors. The appointment of a new director is a relatively infrequent event in the Company’s affairs, and each situation is addressed on its merits on a case-by-case basis. The Company has a relatively restricted scope of operations, and most candidates for Board positions will likely have past experience in the mineral exploration industry; they will likely be familiar with the operations of a mineral exploration company of the size and complexity of the Company. The Board, with the assistance of counsel, keeps itself appraised of changes in the duties and responsibilities of directors and deals with material changes of those duties and responsibilities as and when the circumstances warrant. The Board will implement an informal orientation program for new directors that suits their relative experiences. The Board will evaluate these positions, and if changes appear to be justified, formal policies will be developed and followed.

Board meetings are generally held at the Company’s offices and, from time to time, are combined with presentations by management to give the directors additional insight into the Company’s business. In addition, management makes itself available for discussion with the Board members.

Assessments

The Board monitors the adequacy of information given to directors, communication between the Board and management and the strategic direction and processes of the Board and its committees.

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 will consider 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 duties effectively and to maintain a diversity of views 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

Management will conduct an annual review of the compensation of the Company’s directors and executive officers and make recommendations to the Board. The Board determines compensation for the directors and executive officers.

Other Board Committees

The Board has no other committees other than the Audit Committee.

Board Assessments

The Company does not conduct formal assessments of the Board or its committees as it is at an early stage of development and believes that it can assess Board and committee performance informally through discussions at Board meetings, with input from management. The Company will consider adopting formal assessment procedures once it is a reporting issuer and its shares are listed for trading on the TSXV.

PLAN OF DISTRIBUTION

Agency Agreement

Pursuant to this Prospectus, the Company, through the Agent, is offering up to 2,500,000 Offering Shares to the public at a price of $0.15 per Offering Share, for aggregate gross proceeds of up to $375,000.

Pursuant to the Agency Agreement, the Company has engaged the Agent as its exclusive agent for the purposes of the Offering, and the Company, through the Agent, hereby offers for sale to the public under this Prospectus, on a commercially reasonable efforts, the Offering Shares to be issued and sold under the Offering at the Offering Price, subject to prior sale if, as and when issued. The Offering Price was established through negotiation between the Company and the Agent.

All subscription funds received will be held by the Agent and if subscriptions are not received within the ninety (90) day period from the Effective Date, subscription monies will be returned to Purchasers without interest or deduction. If the Offering is not completed within ninety (90) days from the Effective Date, the Offering may continue if the Company files and receives a receipt for an amended and restated preliminary prospectus and the amended and restated preliminary prospectus has been sent to all Purchasers who subscribed during the initial ninety (90) day period from the Effective Date. The maximum distribution period for the Offering is 180 days from the Effective Date.

The Agent may, in connection with the Offering subject to prior review by the Company, retain one or more Selling Firms and may receive subscriptions for Offering Shares from such Selling Firms. The Agent is not obligated to purchase any of the Offering Shares in connection with the Offering.

The Offering is being made in each of the provinces of British Columbia, Alberta, and Ontario. The Offering Shares will be offered in each of the provinces of British Columbia, Alberta, and Ontario through the Agent or their affiliates who are registered to offer the Offering Shares for sale in such provinces and such other registered dealers as may be designated by the Agent. Subject to applicable laws, the Agent may offer the Offering Shares outside of Canada.

The Offering Shares offered hereby have not been and will not be registered under the U.S. Securities Act or any securities or "blue sky" laws of any state of the U.S. Accordingly, the Offering Shares may not be offered or sold, directly or indirectly, within the United States or to, or for the benefit or account of, any U.S. Person, except in accordance with an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws.

Pursuant to the terms of the Agency Agreement, the Company has agreed to pay the Agent, on the Closing Date, Agent's Commission equal to 8.0% of the gross proceeds of the Offering, provided that the Agent's Commission shall be reduced to 3.0% on sales to President's List Purchasers. In addition, the Agent will

be paid a Corporate Finance Fee of $28,875 (including GST) for providing corporate finance services in connection with the Offering. $12,500 of the Corporate Finance Fee was paid on February 7, 2025, and the balance will be payable from the proceeds of the Offering on closing of the Offering.

Under the terms of the Agency Agreement, the Company has agreed to issue to the Agent, Agent’s Warrants entitling the holder thereof to purchase that number of Agent’s Warrant Shares as is equal to 8.0% of the number of Offering Shares sold by the Agent under the Offering, other than with respect to Offering Shares purchased by President’s List Purchasers for which the number of Agent’s Warrants will be 2.0% of the number of Offering Shares issued. Each Agent’s Warrant may be exercised at any time prior to 4:00 p.m. (Vancouver time) on the date which is twenty-four (24) months from the Closing Date upon the payment of the exercise price of $0.15 per Agent’s Warrant Share. This Prospectus qualifies the distribution of the Agent’s Warrants and the underlying Agent’s Warrant Shares.

Pursuant to the terms of the Agency Agreement, the Company has also agreed to pay the Agent’s reasonable expenses in connection with the Offering, including up to $25,000 in legal expenses plus applicable taxes and disbursements. Any excess will be subject to the prior written approval of the Company, which the Company has agreed that it will not be unreasonably withheld. Cumulative disbursements and expenses, other than for legal fees, exceeding $5,000 will be subject to the written pre-approval of the Company subject to extenuating circumstances wherein the Company and Agent will agree upon a revised amount. On January 31, 2025, the Company deposited with the Agent $10,000 which will be held by the Agent as a security deposit to pay expenses on behalf of the Company until completion or abandonment of the Offering, at which time the Agent will refund any balance of such deposit not utilized to pay the expenses to such date. The Company will be responsible for paying the aforementioned expenses of the Agent regardless of whether the Offering is completed.

The obligations of the Agent under the Agency Agreement may be terminated at any time before the Closing Date at the Agent’s discretion on the basis of the assessment of the state of the financial markets and may also be terminated at any time on the occurrence of certain stated events.

Subscriptions be received for the Offering Shares are subject to rejection or allotment in whole or in part and the right is reserved to the Company to close the subscription books at any time. Upon rejection of a subscription, or in the event that the Offering is not completed within the time required, the subscription price and the subscription will be returned to the Purchaser forthwith without interest or deduction. The Offering Shares acquired hereunder will be delivered in book entry form through CDS or its nominee which will be deposited with CDS on the Closing Date. If delivered in book entry form, purchasers of the Offering Shares will receive only a customer confirmation from the Agent or registered dealer that is a CDS participant and from or through which the Offering Shares were purchased.

Listing of the Common Shares

Concurrently with the filing of this Prospectus, the Company intends to apply to list the Common Shares on the TSXV. Listing of the Common Shares will be subject to the Company fulfilling all of the listing requirements of the TSXV.

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

RISK FACTORS

General

The Company is in the business of exploring and, if warranted, developing mineral properties, which is a highly speculative endeavor. An investment in the Offering Shares of the Company should be considered highly speculative and involves certain risks. When evaluating the Company and its business, prospective purchasers of the Offering Shares should carefully consider the information set out in this Prospectus and the risks described below and in the documents incorporated by reference in this Prospectus.

There are trends and factors that may be beyond the Company’s control which affect its operations and business. It is not possible for management to predict economic fluctuations and the impact of such fluctuations on its performance. While risk management is part of the Company’s transactional, operational and strategic decisions, as well as the Company’s overall management approach, there is no assurance that any risk management steps taken will avoid future loss due to the occurrence of the risks described below (or incorporated by reference herein) or other unforeseen risks. If any of the risks described below actually occur, then the Company’s business, financial condition and operating results could be adversely affected. No representation is or can be made as to the future performance of the Company and there can be no assurance that the Company will achieve its objectives.

The risks and uncertainties described or incorporated by reference herein are those the Company currently believes to be material, but are not the only ones the Company faces. Additional risks and uncertainties, including those that the Company is unaware of or that are currently deemed immaterial, may also adversely affect the Company and its business. Investors should consult with their professional advisors to assess any investment in the Company.

Risks Related to Mineral Exploration

Exploration Stage Company

The Company’s mineral project is in the exploration stage and without a known body of commercial ore and require extensive expenditures during this exploration stage. Mineral exploration and development involves a high degree of risk which even a combination of experience, knowledge and careful evaluation may not be able to mitigate. The vast majority of properties which are explored are not ultimately developed into producing mines. There is no assurance that the Company’s mineral exploration and development activities will result in any discoveries of commercial bodies of ore.

Mineral Titles

The Company is satisfied that evidence of title to the Property is adequate and acceptable by prevailing industry standards with respect to the current stage of exploration on the Property. While the Company has conducted due diligence with respect to its Property, this should not be construed as a guarantee of title. Some of the Company’s mineral claims have not yet been surveyed. 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 may face challenges to the title the Property or subsequent properties it may acquire, which may prove to be costly to defend or could impair the advancement of the Company’s business plan. The Company must expend monies to carry out further work on the properties described in this Prospectus as described under the heading “Description of the Business” and “The Property” in this Prospectus.

Aboriginal Claims and Consultation

Many lands in Canadian territories in which the Company’s current or future properties are situated are or could become subject to Aboriginal land claim to title. The legal nature of Aboriginal land claims is a complex matter. The impact of any such claim on the Company’s ownership interests in its properties cannot be predicted with any degree of certainty. The input and cooperation of First Nations and other Aboriginal communities is often sought and negotiated and the Company’s ability to pursue exploration, development and mining may be impacted to the extent the Company is unable to conduct successful negotiations. The Company may enter into agreements with First Nations and other Aboriginal communities in order to manage its relationship with those groups but there is no assurance that claims or other assertions of rights by Aboriginal communities or consultation issues will not arise on or with respect to the Company’s properties or activities. These could result in significant costs and delays or materially restrict the Company’s activities.

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

Surface Rights

The Company does not control the surface rights over the claims which comprise its mineral properties. If a significant mineralized zone is identified, detailed environmental impact studies will need to be completed prior to initiation of any advanced exploration or mining activities. There is no guarantee that areas needed for mining activities, including potential mine waste disposal, heap leach pads, or areas for processing plants, will be available.

Operating Hazards and Risks

Mineral exploration and development involve risks, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Operations in which the Company has a direct or indirect interest will be subject to hazards and risks normally incidental to exploration, development, and production of minerals, any of which could result in work stoppages, damage to or destruction of property, loss of life and environmental damage. Such risks include, but are not limited to: (i) industrial accidents; (ii) unusual or unexpected rock formations; (iii) structural cave-ins or slides and pitfall, ground or slope failures and accidental release of water from surface storage facilities; (iv) fire, flooding and earthquakes; (v) rock bursts; (vi) metal losses in handling and transport; (vii) periodic interruptions due to inclement or hazardous weather conditions; (viii) environmental hazards; (ix) discharge of pollutants or hazardous materials; (x) failure of processing and mechanical equipment and other performance problems; (xi) geotechnical risks including the stability of the underground hanging walls and unusual and unexpected geological conditions; (xii) unanticipated variations in grade and other geological problems, water, surface or underground conditions; (xiii) labour disputes or slowdowns; (xiv) work force health issues as a result

of working conditions; and (xv) force majeure events, or other unfavourable operating conditions.

These risks, conditions and events could result in: (i) damage to, or destruction of, the value of, the Property; (ii) personal injury or death; (iii) environmental damage to the Property, surrounding lands and waters, or the properties of others; (iv) delays or prohibitions on mining or the transportation of minerals; (v) monetary losses; and (vi) potential legal liability and any of the foregoing could have a material adverse effect on the Company’s business, financial condition, results of operation, cash flows or prospects.

There are also risks related to the reliance on the reliability of current and new or developing technology; the reliance on the work performance of outside consultants, contractors, and manufacturers; changes to labour or material costs; unknown or unanticipated or underestimated costs or expenses; unknown or unanticipated or underestimated additions to the scope of work due to changing or adverse conditions encountered; unexpected variances in the geometry or quality of ore zones; unexpected reclamation requirements or expenses; permitting time lines; unexpected or unknown ground conditions; unexpected changes to estimated parameters utilized to estimate past timelines, projections, or costs; and liquidity risks. An adverse change in any one of such factors, hazards and risks may result in a material adverse effect on the Company’s business, financial condition, results of operations, cash flows or prospects.

The Company does not currently carry any liability insurance for such risks, electing instead to ensure the Company’s contractors have adequate insurance coverage. The nature of these risks is such that liabilities might exceed any insurance policy limits, the liabilities and hazards might not be insurable or the Company might not elect to insure ourselves against such liabilities due to high premium costs or other factors. Such liabilities may have a materially adverse effect upon the Company’s financial condition.

Speculative Nature of Mineral Exploration

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

Permits and Government Regulations

The future operations of the Company may require permits from various federal, provincial and local governmental authorities and will be governed by laws and regulations governing prospecting, development, mining, production, export, taxes, labour standards, occupational health, waste disposal, land use, environmental protections, mine safety and other matters. 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 Property.

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 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 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 Property.

Environmental and Safety Regulations and Risks

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.

Highly Regulated Operating Environment

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 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.

Fluctuating Mineral Prices

The Company’s revenues in the future, if any, are expected to be in large part derived from the extraction and sale of precious and base minerals and metals, which in turn depend on the results of the Company’s exploration on these properties and whether development will be commercially viable or even possible. 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.

Competition

The mining industry is intensely competitive in all its phases. The Company competes for the acquisition of mineral properties, claims, leases, and other mineral interests as well as for the recruitment and retention of qualified employees with many companies possessing greater financial resources and technical facilities than the Company. The competition in the mineral exploration and development business could have an adverse effect on the Company’s ability to hire or maintain experienced and expert personnel or acquire suitable properties or prospects for mineral exploration in the future.

Social and Environmental Activism Risk

There is an increasing level of public concern relating to the effects of mining on the natural landscape, on communities and on the environment. Certain NGOs, public interest groups and NGOs who oppose resource development can be vocal critics of the mining industry. In addition, there have been many instances in which local community groups have opposed resource extraction activities, which have resulted in disruption and delays to the relevant operation. While the Company seeks to operate in a socially responsible manner and believes it has good relationships with local communities in the regions in which it operates, NGOs or local community organizations could direct adverse publicity against and/or disrupt the operations of the Company in respect of one or more of its properties, regardless of its successful compliance with social and environmental best practices, due to political factors, activities of unrelated third parties on lands in which the Company has an interest or the Company’s operations specifically. 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.

Uninsurable Risks

In the course of exploration, development and production of mineral properties, certain risks, and in particular, unexpected or unusual geological operating conditions including rock bursts, cave-ins, fires, flooding and earthquakes may occur. It is not always possible to fully insure against such risks and the Company may decide not to take out insurance against such risks as a result of high premiums or other reasons. Should such liabilities arise, they could reduce or eliminate any future profitability and result in increasing costs and a decline in the value of the securities of the Company.

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 Company's mineral properties. If adequate infrastructure is not available in a timely manner, there can be no assurance that the exploration or development of the Company's mineral properties 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 our operation.

Property Interests

If the Company loses or abandons its interest in the 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 TSXV. There is also no guarantee that the TSXV 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 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.

Uncertainties related to Discovery of Ore

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 Property does not contain any known body of commercial ore.

Ability to Develop Commercially Marketable Ore

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.

Calculation of Economic Value of Ore

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.

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.

Risks Related to the Company

Limited Operating History

The Company is an early-stage company and the Property is an exploration stage property. As such, the Company is subject to many of the risks common to early-stage enterprises, including under-capitalization, cash shortages, limitations with respect to personnel, financial, and other resources and lack of revenues. The current state of the 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 must be considered during these early stages of operations.

Limited Business History

The Company has not had any history of earnings; has not paid any dividends and it is unlikely that the Company will pay any dividends in the immediate or foreseeable future. The Company will generate earnings in the near future. The success of the Company will depend entirely on the expertise, ability, judgment, discretion, integrity and good faith of its management.

The Company has limited financial resources and there is no assurance that additional funding will be available to the Company for further operations or to fulfill its obligations under applicable agreements. There is no assurance that the Company can generate revenues, operate profitably, or provide a return on investment, or that it will successfully implement its plans.

The continued operation of the Company will be dependent upon its ability to generate operating revenues and to procure additional financing. There can be no assurance that any such revenues can be generated or that other financing can be obtained. If the Company is unable to generate such revenues or obtain such additional financing, any investment in the Company may be lost. In such an event, the probability of a profitable resale of the Common Shares would be diminished.

Reliance on Management

The success of the Company is currently largely dependent on the performance of its directors and officers. The Company is currently in good standing with all high-level consultants and believes that with well managed practices it will remain in good standing. 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 that the Company can maintain the services of its directors, officers or other qualified personnel required to operate its business.

Achieving our projected exploration plans in the announced and expected time frames

From time to time, the Company sets goals for, and makes statements regarding, the expectations and timing of the accomplishment of certain objectives that are material to our success. The actual timing of these events can vary dramatically. If the Company fails to achieve one or more of these milestones as planned, there is a risk that the Company’s operations, financial condition and the price of the Company’s Common Shares could be materially adversely affected. In the past, following periods of volatility in the market price of public company securities, shareholders have often instituted class action securities litigation against those companies. There is a risk that the Company could be subject to such litigation.

Conflict of Interest

Certain of the Company’s directors and officers are, and may continue to be, involved in the mineral exploration industry through their direct and indirect participation in Companies, partnerships or joint ventures which are potential competitors of the Company. Situations may arise in connection with potential acquisitions or opportunities where the other interests of these directors and officers may conflict with the Company’s interests, including if a dispute arises with the Option Agreement on the Property. Directors and officers of the Company with conflicts of interest will be subject to and must follow the procedures set out in applicable corporate and securities legislation, regulations, rules, and policies. Notwithstanding this, there may be corporate opportunities which the Company is not able to procure due to a conflict of interest of one or more of the Company’s directors or officers.

Liability for Actions of Employees, Contractors and Consultants

The Company could be liable for fraudulent or illegal activity by its employees, contractors and consultants resulting in significant financial losses to claims against the Company.

The Company is exposed to the risk that its employees, independent contractors and consultants may engage in fraudulent or other illegal activity. Misconduct by these parties could include intentional, reckless or negligent conduct or disclosure of unauthorized activities to the Company that violates: (i) government regulations; (ii) manufacturing standards; (iii) fraud and abuse laws and regulations; or (iv) laws that require the true, complete, and accurate reporting of financial information or data. It is not always possible for the Company to identify and deter misconduct by its employees and other third parties, and the precautions taken by the Company to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses or in protecting the Company from governmental investigations or other actions or lawsuits stemming from a failure to be in compliance with such laws or regulations. If any such actions are instituted against the Company, and it is not successful in defending itself or asserting its rights, those actions could have a significant impact on its business, including the imposition of civil, criminal and administrative penalties, damages, monetary fines, contractual damages, reputational harm, diminished profits and future earnings, the curtailment of the Company’s operations or asset seizures, any of which could have a material adverse effect on the Company’s business, financial condition and results of operations.

Breach of Confidentiality

While discussing potential business relationships or other transactions with third parties, the Company may disclose confidential information relating to the business, operations, or affairs of the Company. Although confidentiality agreements are to be signed by third parties prior to the disclosure of any confidential information, a breach of such confidentiality agreement could put the Company at competitive risk and may cause significant damage to its business. The harm to the Company's business from a breach of confidentiality cannot presently be quantified but may be material and may not be compensable in damages. There can be no assurance that, in the event of a breach of confidentiality, the Company will be able to obtain equitable remedies, such as injunctive relief from a court of competent jurisdiction in a timely manner, if at all, in order to prevent or mitigate any damage to its business that such a breach of confidentiality may cause.

Contractual Risk

The Company is a party to various contracts, and it is always possible that the other contracting parties may not fully perform their obligations. Any dereliction of contractual duties could and may have a material adverse effect on the Company's ability to generate revenue.

Operating Risk and Insurance Coverage

The Company intends to obtain insurance to protect its assets, operations and employees. While the Company believes insurance coverage can adequately address all material risks to which it may be exposed and is adequate and customary in its current state of operations, such insurance is subject to coverage limits and exclusions and may not be available for all risks and hazards to which the Company is exposed. In addition, no assurance can be given that such insurance will be adequate to cover the Company's liabilities or will be generally available in the future or, if available, that premiums will be commercially justifiable. If the Company were to incur substantial liability and such damages were not covered by insurance or were in excess of policy limits, or if the Company were to incur such liability at a time when it is not able to obtain liability insurance, its business, results of operations and financial condition could be materially adversely affected.

Reporting Issuer Status

On becoming a reporting issuer, the Company will be subject to reporting requirements under applicable securities law, the listing requirements of the TSXV and other applicable securities rules and regulations. 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 obtain and maintain director and officer liability insurance, and the Company may in the future be required to accept reduced coverage or incur substantially higher costs to obtain or maintain adequate coverage. This factor could also make it more difficult for the Company to retain qualified directors and executive officers.

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.

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.

Financial Risk

No Operating Revenue

The Company is in the early stages of its business and has no source of operating revenue. While the Company will have sufficient financial resources to undertake the Phase I exploration program, it may not have sufficient financial resources to complete the Phase II exploration program.

Negative Cash Flows From Operations

The Company reported negative operating cash flows for the year ended February 28, 2025. It is anticipated that the Company will continue to report negative operating cash flows in future periods. It is expected that a portion of the Company’s available funds will be used for working capital to fund negative operating cash flows. See “Use of Available Funds”.

Substantial Capital Expenditures Required

Substantial expenditures are required to establish ore reserves through drilling, to develop metallurgical processes to extract metal from the ore and, in the case of new properties, to develop the mining and processing facilities and infrastructure at any site chosen for mining.

Additional Financing

The continued development of the Company will require additional financing. There is no guarantee that the Company will be able to achieve its current business strategy. The Company intends to fund its business objectives by way of additional offerings of equity and/or debt financing as well as through anticipated positive cash flow from operations in the future. The failure to raise or procure such additional funds or the

failure to achieve positive cash flow could result in the delay or indefinite postponement of current business objectives. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, will be on terms acceptable to the Company. If additional funds are raised by offering equity securities, existing shareholders could suffer significant dilution. The Company will require additional financing to fund its operations until positive cash flow is achieved.

Going Concern Risk

The Company’s financial statements have been prepared on a going concern basis under which an entity is considered to be able to realize its assets and satisfy its liabilities in the ordinary course of business. The Company’s future operations are dependent upon the identification and successful completion of equity or debt financings and the achievement of profitable operations at an indeterminate time in the future. There can be no assurances that the Company will be successful in completing equity or debt financings or in achieving profitability. The financial statements do not give effect to any adjustments relating to the carrying values and classifications of assets and liabilities that would be necessary should the Company be unable to continue is a going concern.

Increased Costs of Being a Publicly Traded Company

As the Company will have publicly-traded securities, significant legal, accounting and filing fees will be incurred that are not presently being incurred. Securities legislation and the rules and policies of the TSXV require publicly listed companies to, among other things, adopt corporate governance policies and related practices and to continuously prepare and disclose material information, all of which will significantly increase legal, financial and securities regulatory compliance costs.

The Company’s Insurance Policies May Not Be Sufficient to Cover All Claims

The Company’s business is subject to a number of risks and hazards generally, including accidents, labour disputes, and changes in the regulatory environment. Such occurrences could result in damage to assets, personal injury or death, delays in operations, monetary losses and possible legal liability. Although the Company intends to continue to maintain insurance to protect against certain risks in such amounts as it considers to be reasonable, its insurance will not cover all the potential risks associated with its operations. The Company may also be unable to maintain insurance to cover these risks at economically feasible premiums. Insurance coverage may not continue to be available or may not be adequate to cover any resulting liability.

The Company may also become subject to liability for pollution or other hazards which may not be insured against or which the Company may elect not to insure against because of premium costs or other reasons. Losses from these events may cause the Company to incur significant costs that could have a material adverse effect upon its financial performance and results of operations.

Claims and Legal Proceedings

The Company or its directors and officers may be subject to a variety of civil or other legal proceedings, with or without merit. From time to time in the ordinary course of its business, the Company may become involved in various legal proceedings, including commercial, employment and other litigation and claims, as well as governmental and other regulatory investigations and proceedings. Such matters can be time consuming, divert management’s attention and resources and cause the Company to incur significant expenses. Furthermore, because litigation is inherently unpredictable, the results of any such actions may have a material adverse effect on the Company’s business, operating results or financial condition.

Internal Control Systems

Internal controls over financial reporting are procedures designed to provide reasonable assurance that transactions are properly authorized, assets are safeguarded against unauthorized or improper use, and transactions are properly recorded and reported. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance with respect to the reliability of financial reporting and financial statement preparation.

If the Company cannot raise additional financing, then it may lose some or all of its interest in the Property

The Company is required to incur work expenditures or make cash-in-lieu payments to the British Columbia Mineral Titles Online system to maintain its interest in the Property. The Company’s ability to maintain an interest in the Property may be dependent on its ability to raise additional funds by equity financing. Failure to obtain additional financing may result in the Company being unable to make periodic payments or expenditures required for the maintenance of the Company’s interest in the Property and could result in a delay or postponement of further exploration and the partial total loss of the Company’s interest in the Property.

General Inflationary Pressures

Inflationary pressure may also affect Company’s labour, commodity, and other input costs, which could affect the Company’s financial condition. The resulting impact of inflationary pressure is that Company faces higher costs for key inputs required for its operations. This may be directly through higher transportation costs, as well as indirectly through higher costs of products that rely on energy.

Impact of Global Financial Conditions

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, resulting in a significant reduction 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.

Future Price of Gold

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.

Costs Associated with Climate Change

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.

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.

Risks Related to the Offering

Completion of the Offering

The completion of the Offering is subject to the satisfaction of all applicable regulatory approvals, which approvals may not be obtained. Concurrently with the filing of this Prospectus, the Company intends to apply to list the Offering Shares and the securities underlying the Agent’s Warrants on the TSXV. Listing will be subject to the Company fulfilling all the listing requirements of the TSXV and the TSXV having no objections to the completion of the Offering.

In addition, the completion of the Offering is subject to the completion of definitive binding documentation and satisfaction of a number of conditions. There can be no certainty that the Offering will be completed. If the Offering is not completed, the Company may not be able to raise the funds for the purposes contemplated under “Use of Proceeds” from other sources on commercially reasonable terms or at all.

Use of Proceeds

The Company currently intends to allocate the net proceeds received from the Offering as described under “Use of Proceeds” in this Prospectus. However, management will have discretion (subject to approval by the Board of Directors) in the actual application of the net proceeds, and may elect to allocate proceeds differently from that described in “Use of Proceeds” if it is believed it would be in the best interests of the Company to do so as circumstances change. The failure by management to apply these funds effectively could have a material adverse effect on the business of the Company and, consequently, could adversely affect the price of the Securities on the open market.

No Guarantee of a Positive Return in an Investment

There is no guarantee that an investment in the Offering Shares will earn any positive return in the short term or long term. An investment in the Offering Shares involves a high degree of risk and should be undertaken only by investors 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 Offering Shares is appropriate only for investors who have the capacity to absorb a loss of some or all of their investment.

Additional Regulatory Burden

Prior to the proposed Listing Date, the Company has not been subject to the continuous and timely disclosure requirements of Canadian securities laws or other rules, regulations and policies of the TSXV or other stock exchange. We are working with our legal, accounting and financial advisors to identify those areas in which changes should be made to our financial management control systems to manage our obligations as a public company. These areas include corporate governance, corporate controls, disclosure controls and procedures and financial reporting and accounting systems.

We have made, and will continue to make, changes in these and other areas, including our internal controls over financial reporting. However, we cannot assure holders of the Company's securities that these and other measures that we might take will be sufficient to allow us to satisfy our obligations as a public company on a timely basis. In addition, compliance with reporting and other requirements applicable to public companies will create additional costs for us and will require the time and attention of management. We cannot predict the amount of the additional costs that we might incur, the timing of such costs or the impact that management's attention to these matters will have on our business.

Price Volatility

Securities markets have a high level of price and volume volatility, and the market price 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. Factors unrelated to the financial performance or prospects of the Company include macroeconomic developments in North America and globally, and market perceptions of the attractiveness of particular industries, may affect the market price of the Common Shares. As a result of any of these factors, the market price of the securities of the Company at any given point in time may not accurately reflect the long-term value of the Company.

No Market for Securities

As of the date of this Prospectus there is no market for the Common Shares, and there can be no assurance that an active and liquid market for the Common Shares will develop or be maintained and an investor may find it difficult to resell any securities of the Company.

Risks Related to the Company's Securities

No Established Market

Concurrently with the filing of this Prospectus, the Company intends to apply to the TSXV to list the Common Shares. Listing will be subject to the Company fulfilling all the listing requirements of the TSXV. There is currently no market through which the Company's securities may be sold and purchasers may not be able to resell any of their securities. 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.

Price may not Represent 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 TSXV in the future cannot be predicted.

Price Volatility of Publicly Traded Securities

The Common Shares do not currently trade on any exchange or stock market and the Company will apply to list the Common Shares on the TSXV. Securities of junior companies have experienced substantial volatility in the past.

Dilution

Future sales or issuances of equity securities could decrease the value of the Common Shares, dilute shareholders' voting power and reduce future potential earnings per Common Share. The Company may sell additional equity securities in subsequent offerings (including through the sale of securities convertible into Common Shares) and may issue additional equity securities to finance our operations, development, exploration, acquisitions or other projects. The Company cannot predict the size of future sales and issuances of equity securities or the effect, if any, that future sales and issuances of equity securities will have on the market price of the Common Shares. Sales or issuances of a substantial number of equity securities, or the perception that such sales could occur, may adversely affect prevailing market prices for the Common Shares. With any additional sale or issuance of equity securities, investors will suffer dilution of their voting power and may experience dilution in our earnings per Common Share.

Dividends

The Company has not paid dividends in the past and does not anticipate paying dividends in the near future. The Company expects to retain earnings to finance further growth and, where appropriate, retire debt.

Tax Issues

Income tax consequences in relation to the Common Shares will vary according to circumstances of each investor. Prospective investors should seek independent advice from their own tax and legal advisers prior to investing in Common Shares of the Company.

PROMOTERS

Tim Henneberry, Chief Executive Officer and a Director of the Company, has been a Promoter of the Company since December 16, 2024. As at the date of this Prospectus, Mr. Henneberry beneficially owns, controls or directs, directly or indirectly, 400,000 Common Shares, representing approximately 4.91% of the current issued and outstanding Common Shares on a non-diluted basis. On the Listing Date, it is anticipated that Mr. Henneberry will beneficially own, control or direct, directly or indirectly 400,000 Common Shares, representing approximately 3.76% of the issued and outstanding Common Shares on a non-diluted basis. Since his appointment, Tim Henneberry has received $7,350 in cash compensation for his services as CEO.

See "Interest of Management and Others in Material Transactions", "Directors and Officers", and "Executive Compensation" above for further information.

LEGAL PROCEEDINGS AND REGULATORY ACTIONS

To the knowledge of management of the Company, there is no material litigation outstanding, threatened or pending, as of the date hereof, by or against the Company which would be material to a purchaser of securities of the Company. To the knowledge of management of the Company, there have been no penalties or sanctions imposed by a court or regulatory body against the Company, nor has the Company entered into any settlement agreement with a court or securities regulatory authority, as of the date hereof, which would be material to a purchaser of securities of the Company.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

Except as otherwise disclosed in this Prospectus and as set out below, 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 issuer or a connected issuer to the Agent, as such terms are defined under National Instrument 33-105 - Underwriting Conflicts.

AUDITOR, TRANSFER AGENT AND REGISTRAR

Auditor

The auditor of the Company is Dale Matheson Carr-Hilton LaBonte LLP, Chartered Professional Accountants, of 1500 – 1140 West Pender St., Vancouver, BC V6E 4G1.

Registrar and Transfer Agent

The registrar and transfer agent of the Common Shares is Odyssey Trust Company of Suite 323, 409 Granville Street, Vancouver, British Columbia V6C 1T2.

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 of this Prospectus which are currently in effect and considered to be currently material:

Agency Agreement to be entered into between the Agent and the Company, referred to under “Plan of Distribution”.
Escrow Agreement to be entered into between Odyssey Trust Company, as escrow agent, the Company, and certain principals of the Company, referred to under “Escrowed Securities and Securities Subject to Contractual Restriction on Transfer”.
Option Agreement.

Copies of these agreements will be available for inspection at the Company’s registered and records office, 1200 - 750 West Pender Street, Vancouver, British Columbia Canada, V6C 2T8 at any time during ordinary business hours prior to the listing of the Common Shares on the TSXV.

INTEREST OF EXPERTS

The following persons or companies whose profession or business gives authority to the report, valuation, statement or opinion made by the person or company are names in this Prospectus as having prepared or certified a report valuation, statement or opinion in this Prospectus:

Ken MacDonald, 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 Company’s Property in this Prospectus; and
Dale Matheson Carr-Hilton LaBonte LLP are the auditors of the Company and audited the Company’s financial statements for the years ended February 28, 2025 and February 29, 2024. The Auditor 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.

As at the date of this Prospectus, the Author has no interest in the Company, the Company’s securities or the Property.

As at the date of this Prospectus, the partners and associates of Dale Matheson Carr-Hilton LaBonte LLP will not receive a direct or indirect interest in the property of the Company or of any associate or affiliate of the Company.

In addition, except as disclosed herein, no other director, officer, partner or employee of any of the aforementioned companies and partnerships is currently expected to be elected, appointed or employed as a director, officer or employee of the Company or of any associates or affiliates of the Company.

Certain legal matters related to this Offering will be passed upon on behalf of the Company by Morton Law LLP as corporate and securities counsel to the Company, Legacy Tax + Trust Lawyers as special tax counsel to the Company, and on behalf of the Agent by Vantage Law Corporation. As at the date of this Prospectus, the partners and associates of each of Morton Law LLP, Legacy Tax + Trust Lawyers, and Vantage Law Corporation do not own, directly or indirectly, any Common Shares of the Company.

OTHER MATERIAL FACTS

Other than as disclosed herein, to management’s knowledge, there are no further material facts or particulars in respect of the securities previously issued by the Company that are not already disclosed herein that are necessary to be disclosed for this Prospectus to contain full, true and plain disclosure of all material facts relating to such securities.

PURCHASER'S STATUTORY RIGHT OF WITHDRAWAL AND RESCISSION

Securities legislation in certain of the provinces of Canada provides Purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt or deemed receipt of a prospectus and any amendment. In several of the provinces, the securities legislation further provides a purchaser with remedies for rescission or revisions of the price or damages if the prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission, revisions of the price or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province. The purchaser 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 a part of this Prospectus are the following financial statements:

the Company’s audited annual financial statements, together with the auditor’s report thereto and the notes thereon, for the years ended February 28, 2025 and February 29, 2024.

A-1

SCHEDULE A

FINANCIAL STATEMENTS

[Attached]

900000116-00160353; 1

RIVER ROAD RESOURCES LTD.
Annual Financial Statements

For the years ended February 28, 2025 and February 29, 2024
(Expressed in Canadian Dollars)

D M C L

dmcl.ca

DALE MATHESON CARR-HILTON LABONTE LLP

CHARTERED PROFESSIONAL ACCOUNTANTS

Independent Auditor's Report

To the Shareholders of River Road Resources Ltd.

Opinion

We have audited the financial statements of River Road Resources Ltd. (the "Company"), which comprise the statements of financial position as at February 28, 2025 and February 29, 2024, and the statements of loss and comprehensive loss, cash flows and changes in shareholders' equity for the years then ended, and notes to the financial statements, including material accounting policy information.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at February 28, 2025 and February 29, 2024, and its financial performance and its cash flows for the years then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board.

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 Auditor's 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 to the financial statements, which describes events or conditions that indicate the existence of a material uncertainty that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters, that in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Except for the matter described in the Material Uncertainty Related to Going Concern section, we have determined that there are no other key audit matters to communicate in our report.

Vancouver	Surrey	Tri-Cities	Victoria
1500 - 1140 West Pender St.
Vancouver, BC V6E 4G1
604.687.4747	200 - 1688 152 St.
Surrey, BC V4A 4N2
604.531.1154	700 - 2755 Lougheed Hwy
Port Coquitlam, BC V3B 5Y9
604.941.8266	320 - 730 View St.
Victoria, BC V8W 3Y7
250.800.4694

Other Information

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

Our opinion on the financial statements does not cover the other information and we do 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, or otherwise appears to be materially misstated.

We obtained Management's Discussion and Analysis prior to the date of this auditor's report. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. 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 Accounting Standards as issued by the International Accounting Standards Board, 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.

Auditor's 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 auditor's 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 auditor's 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 auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the 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.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partner on the audit resulting in this independent auditor's report is David Goertz.

DALE MATHESON CARR-HILTON LABONTE LLP
CHARTERED PROFESSIONAL ACCOUNTANTS
Vancouver, BC

May 30, 2025

River Road Resources Ltd.
Statements of Financial Position
(Expressed in Canadian dollars)

As at	February 28, 2025	February 29, 2024
	$	$
Assets
Current
Cash	221,361	-
Prepaid expenses	10,000	-
	231,361	-
Non-current
Exploration and evaluation asset (Note 4)	126,865	-
Total Assets	358,226	-
Liabilities
Current
Accounts payable and accrued liabilities (Note 6)	121,873	2,351
	121,873	2,351
Shareholders’ Equity
Share capital (Note 5)	324,138	-
Accumulated deficit	(87,785)	(2,351)
Total Shareholders’ Equity	236,353	(2,351)
Total Liabilities and Shareholders’ Equity	358,226	-

Nature of operations and going concern – (Note 1)
Subsequent event (Note 4)
Proposed transaction (Note 11)

APPROVED BY THE BOARD OF DIRECTORS ON
May 30, 2025

“Tim Henneberry” Director “Mike Blady” Audit Committee Chair

900000116-00160353; 1
The accompanying notes are an integral part of these financial statements

River Road Resources Ltd.

Statements of Loss and Comprehensive Loss

(Expressed in Canadian dollars)

	Year ended February 28, 2025	Year ended February 29, 2024
	$	$
Operating Expenses
Consulting fees	12,500	-
Interest and bank charges	563	-
Professional fees	60,805	458
Meals and entertainment	216	-
Management fees (Note 7)	11,350	-
Loss and comprehensive loss for the year	(85,434)	(458)
Basic and diluted loss per share	(0.32)	(458)
Weighted average number of shares outstanding
Basic and diluted	263,012	1

900000116-00160353; 1
The accompanying notes are an integral part of these financial statements

River Road Resources Ltd.
Statements of Cash Flows
(Expressed in Canadian dollars)

	Year ended February 28, 2025	Year ended February 29, 2024
	$	$
Operating activities
Net loss	(85,434)	(458)
Changes in non-cash working capital items
Prepaid amount	(10,000)	-
Accounts payable and accrued liabilities	57,657	458
Cash used in operating activities	(37,777)	-
Investing activities
Exploration and evaluation asset	(65,000)	-
Cash used in investing activities	(65,000)	-
Financing activities
Net proceeds from issuance of shares	324,138	-
Cash provided by financing activities	324,138	-
Increase in cash	221,361	-
Cash - beginning	-	-
Cash - ending	221,361	-
Supplemental cash flow disclosure:
Exploration and evaluation expenditures in AP	61,865	-

900000116-00160353; 1
The accompanying notes are an integral part of these financial statements

River Road Resources Ltd.
Statements of Changes in Shareholders' Equity
(Expressed in Canadian dollars)

	Number of common shares #	Share capital $	Accumulated deficit $	Total $
Balance, February 28, 2023	1	-	(1,893)	(1,893)
Loss for the year	-	-	(458)	(458)
Balance, February 29, 2024	1	-	(2,351)	(2,351)
Shares issued for cash (Note 5)	850,000	8,500	-	8,500
Units issued for cash (Note 5)	6,500,000	325,000	-	325,000
Share issuance costs (Note 5)	-	(9,362)	-	(9,362)
Loss for the year	-	-	(85,434)	(85,434)
Balance, February 28, 2025	7,350,001	324,138	(87,785)	236,353

900000116-00160353; 1
The accompanying notes are an integral part of these financial statements

River Road Resources Ltd.
Notes to the Annual Financial Statements
For the years ended February 28, 2025 and February 29, 2024
(Expressed in Canadian dollars)

Nature of operations and going concern

River Road Resources Ltd. (the "Company" or "River Road") was incorporated pursuant to the provisions of the Business Corporations Act of British Columbia on October 27, 2021. The Company's principal activity is the acquisition, exploration and development of mineral properties.

The Company's corporate office is located at 1200-750 West Pender Street, Vancouver, BC V6C 2T8.

These financial statements have been prepared on a going concern basis, which assumes that the Company will be able to meet its obligations and continue its operations for the next twelve months. The Company may be unable to realize its assets and discharge its liabilities in the normal course of business. The Company's ability to continue as a going concern is dependent on its ability to obtain necessary financing to meet its ongoing expenses and discharge its liabilities in the normal course of business. Although the Company has been successful in obtaining financing in the past, there can be no assurance that it will be able to obtain adequate financing in the future or that such financing will be on terms advantageous to the Company. These conditions indicate the existence of material uncertainties that may cast significant doubt about the Company's ability to continue as a going concern.

Should the Company be unable to continue as a going concern, asset realization values may be substantially different from their carrying values. These financial statements do not give effect to adjustments that would be necessary to carrying values, and classification of assets and liabilities should the Company be unable to continue as a going concern. Such adjustments could be material.

Basis of preparation

a) Statement of compliance and functional currency

These financial statements have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board ("IASB") and interpretations of the International Financial Reporting Interpretations Committee ("IFRIC").

These annual financial statements were approved by the board of directors on May 30, 2025.

b) Basis of measurement

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

c) Functional and presentation currency

These financial statements are presented in Canadian dollars, which is the functional currency for the Company.

d) Use of estimates and judgments

The preparation of these financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses.

900000116-00160353; 1

River Road Resources Ltd.
Notes to the Annual Financial Statements
For the years ended February 28, 2025 and February 29, 2024
(Expressed in Canadian dollars)

Basis of preparation (continued):

e) Use of estimates and judgments (continued):

Estimates and assumptions are continuously evaluated and are based on management's experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. However, actual outcomes can differ from these estimates. Significant judgments made by management in the process of applying accounting policies and that have the most significant effect on the amount recognized in the financial statements include capitalization of exploration assets and the application of the going concern assumption.

Estimates and assumptions that carry a significant risk of material adjustment to the reported values of assets and liabilities in future periods include:
- the recoverability of exploration and evaluation assets,
- the measurement of financial instruments, and
- the recoverability of deferred tax assets.

Material accounting policy information

These financial statements have been prepared using the following accounting policies:

Financial instruments

a) Classification

The Company classifies its financial instruments in the following categories: at fair value through profit and loss ("FVTPL"), at fair value through other comprehensive loss ("FVTOCI") or at amortized cost. The Company determines the classification of financial assets at initial recognition. The classification of debt instruments is driven by the Company's business model for managing the financial assets and their contractual cash flow characteristics.

Equity instruments that are held for trading are classified as FVTPL. For other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument-by-instrument basis) to designate them as at FVTOCI. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or if the Company has opted to measure them at FVTPL.

Cash is classified at FVTPL, while accounts payable are measured at amortized cost.

b) Measurement

Financial assets at FVTOCI

Elected investments in equity instruments at FVTOCI are initially recognized at fair value plus transaction costs. Subsequently they are measured at fair value, with gains and losses recognized in other comprehensive loss.

Financial assets and liabilities at amortized cost

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

900000116-00160353; 1

River Road Resources Ltd.
Notes to the Annual Financial Statements
For the years ended February 28, 2025 and February 29, 2024
(Expressed in Canadian dollars)

Material accounting policy information (continued)

Financial assets and liabilities at FVTPL

Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the statements of loss and comprehensive loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in the statements of loss and comprehensive loss in the period in which they arise. Where management has opted to recognize a financial liability at FVTPL, any changes associated with the Company's own credit risk will be recognized in other comprehensive loss.

Derecognition

Financial assets

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

Financial liabilities

The Company derecognizes financial liabilities only when its obligations under the financial liabilities are discharged, cancelled or expire. Generally, the difference between the carrying amount of the financial liability derecognized and the consideration paid and payable, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.

Exploration and evaluation asset

Exploration and evaluation expenditures include the costs of acquiring licenses, costs associated with exploration and evaluation activity, and the fair value (at acquisition date) of exploration and evaluation assets acquired in a business combination. Costs incurred before the Company has obtained the legal rights to explore an area are expensed as incurred. Costs incurred once the Company has obtained the legal rights to explore an area are capitalized.

Government tax credits received are recorded as a reduction to the cumulative costs incurred and capitalized on the related property.

From time-to-time, the Company may acquire or dispose of a mineral property interest pursuant to the terms of an option agreement. As such options are exercisable entirely at the discretion of the optionee, the amounts payable or receivable are not recorded at the time of the agreement. Option payments are recorded as property costs or recoveries when the payments are made or received.

Exploration and evaluation assets are tested for impairment if facts or circumstances indicate that impairment exists.

900000116-00160353; 1

River Road Resources Ltd.
Notes to the Annual Financial Statements
For the years ended February 28, 2025 and February 29, 2024
(Expressed in Canadian dollars)

Material accounting policy information (continued)

Examples of such facts and circumstances are as follows:

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

Once the technical feasibility and commercial viability of the extraction of mineral resources in an area of interest are demonstrable, exploration and evaluation assets attributable to that area of interest are first tested for impairment and then reclassified to mining property and development assets within property, plant and equipment.

Recoverability of the carrying amount of any exploration and evaluation assets is dependent on successful development and commercial exploitation, or alternatively, sale of the respective areas of interest.

Impairment of non-financial assets

Non-financial assets, including exploration and evaluation assets, are subject to impairment tests whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Where the carrying value of an asset exceeds its recoverable amount, which is the higher of value in use and fair value less costs to sell, the asset is written down to its recoverable amount. An impairment loss is charged to profit or loss.

Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but only so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset in prior years. A reversal of an impairment loss is recognized immediately in income or loss.

For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows ("cash generating units" or "CGU's). These are typically the individual properties or projects.

Share capital

The Company's common shares, and any future offerings of share warrants and options are classified as equity instruments. Incremental costs directly related to the issue of new shares or options are shown in equity as a deduction from the proceeds. For equity offerings of units consisting of a common share and warrant, when both instruments are classified as equity, the Company records the proceeds between the common share and the other equity instruments on a residual basis.

Income taxes

Income taxes comprises both current and deferred tax. Income tax is recognized in the statement of loss except to the extent that it relates to items recognized in other comprehensive income or directly in equity, in which case the income tax is also recognized in other comprehensive income or directly in equity.

900000116-00160353; 1
8

River Road Resources Ltd.
Notes to the Annual Financial Statements
For the years ended February 28, 2025 and February 29, 2024
(Expressed in Canadian dollars)

Material accounting policy information (continued)

Current income taxes are the expected taxes payable on the taxable income for the year, using tax rates enacted or substantively enacted at the end of the reporting period, and any adjustment to taxes payable in respect of previous years.

The Company accounts for potential future net tax assets which are attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and which are measured using tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be settled. When the future realization of income tax assets does not meet the test of being more likely than not to occur, no net asset is recognized.

Loss per share

Basic loss per share is calculated by dividing the net loss for the period available to common shareholders by the weighted average number of shares outstanding during the period. Diluted earnings per share reflect the potential dilution of securities that could share in earnings of an entity. Basic and diluted loss per share are the same for the years presented. The Company uses the treasury stock method of calculating fully diluted earnings per share amounts, whereby any proceeds from the exercise of stock options or other dilutive instruments are assumed to be used to purchase common shares at the average market price during the period.

Accounting standards issued but not yet effective

Accounting Standards that have recently been issued or amended but are not yet effective, have not been early adopted by the Company for the period ended February 28, 2025.

IFRS 18, Presentation and Disclosure in Financial Statements

IFRS 18 introduces three defined categories for income and expenses—operating, investing and financing—to improve the structure of the income statement, and requires all companies to provide new defined subtotals, including operating profit. The improved structure and new subtotals will give investors a consistent starting point for analyzing companies' performance and make it easier to compare companies. IFRS 18 requires companies to disclose explanations of those company-specific measures that are related to the income statement, referred to as management-defined performance measures. The new requirements will improve the discipline and transparency of management-defined performance measures, and make them subject to audit. IFRS 18 sets out enhanced guidance on how to organize information and whether to provide it in the primary financial statements or in the notes.

Exploration and evaluation assets

On January 24, 2025 (the "Agreement Date"), the Company entered into an option agreement with Nexus Uranium Corp. ("Nexus Uranium") to acquire a 100% interest, in the two claim blocks located in the Clinton Mining District of British Columbia ("Stobart Project").

Under the terms of the Option Agreement, the Company can earn an initial 60% interest through:

i. Cash payment of $15,000 (paid as at February 28, 2025);
ii. Issuance of 800,000 shares upon 10 business days of getting listed on a Canadian Stock Exchange (issued subsequent to year ended February 28, 2025); and
iii. Incurring $100,000 in exploration expenditures within the first 12 months of the Agreement Date (incurred as at February 28, 2025).

An additional 40% interest can be earned through the issuance of an additional 1,500,000 shares and by incurring $200,000 in additional exploration expenditures within 30 months of the Agreement Date.

900000116-00160353; 1

River Road Resources Ltd.
Notes to the Annual Financial Statements
For the years ended February 28, 2025 and February 29, 2024
(Expressed in Canadian dollars)

Exploration and evaluation assets (continued)

Nexus Uranium will retain a 2% NSR, of which 1% can be repurchased for $2,000,000 in cash. Following the acquisition of the initial 60%, if River Road elects to not acquire the remaining 40% interest, both companies shall form a standard joint venture based on pro-rata ownership.

A continuity of the Company's exploration and evaluation assets for the years ended February 28, 2025 and February 29, 2024 is as follows:

	Stobart Project $	Total $
Acquisition costs
Balance, February 29, 2024	-	-
Cash payment	15,000	15,000
Balance, February 28, 2025	15,000	15,000
Exploration costs
Balance, February 29, 2024	-	-
Sampling program	48,027	48,027
Assays	27,472	27,472
Equipment & Supplies	4,452	4,452
Field Camp & Logistics	24,249	24,249
Indirect Allocations	7,665	7,665
Balance, February 28, 2025	111,865	111,865
Exploration and evaluation assets, February 29, 2024	-	-
Exploration and evaluation assets, February 28, 2025	126,865	126,865

Share capital

a) Authorized share capital: Unlimited common shares without par value.

b) Issued share capital:

i. On January 21, 2025, the Company issued 850,000 common shares at a price of $0.01 per common share, for proceeds of $8,500. In relation to the issuance, the Company incurred $3,012 in legal fees, recorded as share issuance costs.

ii. On January 24, 2025, the Company issued 6,500,000 units at a price of $0.05 per unit, for proceeds of $325,000. Each unit consists of one common share and one warrant exercisable at a price of $0.10 per share with expiry at the earlier of January 24, 2032 or 60 months following the date that the Company is publicly listed on a Canadian stock exchange ("Going Public Transaction"). In relation to the issuance, the Company incurred $6,350 in legal fees, recorded as share issuance costs.

900000116-00160353; 1
10

River Road Resources Ltd.
Notes to the Annual Financial Statements
For the years ended February 28, 2025 and February 29, 2024
(Expressed in Canadian dollars)

Share capital (continued)

c) Warrants

The Company's warrants outstanding as at February 28, 2025 and February 29, 2024 and the changes for the periods then ended are as follows:

	Number	Weighted average exercise price $
Balance as at February 29, 2024	-	-
Issued	6,500,000	0.10
Balance as at February 28, 2025	6,500,000	0.10

At February 28, 2025, the following warrants are outstanding:

Expiry Date	Number of warrants	Weighted average exercise price $	Weighted average years outstanding
January 24, 2032¹	6,500,000	0.10	6.91
Total	6,500,000	0.10	6.91

¹Earlier of (i) January 24, 2032; and (ii) the date that is five years following the Going Public Transaction.

Accounts payable and accrued liabilities

	February 28, 2025	February 28, 2024
	$	$
Accounts payable	91,317	2,351
Accrued liabilities	30,556	-
	121,873	2,351

Related party transactions

The remuneration of key management personnel, comprised of the directors of the Company, executives and non-executives and officers of the Company, during years ended February 28, 2025 and February 29, 2024 was as follows:

900000116-00160353; 1
11

River Road Resources Ltd.
Notes to the Annual Financial Statements
For the years ended February 28, 2025 and February 29, 2024
(Expressed in Canadian dollars)

Related party transactions (continued)

	February 28, 2025	February 29, 2024
	$	$
Management fees - CEO	7,350	-
Management fees – CFO	4,000	-
Total	11,350	-

As at February 28, 2025, accounts payable includes $2,000 owing to a company controlled by the CEO of the Company (2024 – Nil).

During the year ended February 28, 2025, the Company issued 850,000 shares to directors and officers of the Company for proceeds of $8,500.
Financial instruments

Fair values

When measuring the fair value of an asset or a liability, the Company uses observable market data as far as possible. Fair values are categorized into different levels in a fair value hierarchy based on the inputs in the valuation techniques as follows:

Level 1 – Quoted (unadjusted) market prices in active markets for identical assets or liabilities
Level 2 – Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable
Level 3 – Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable

The carrying values of cash, accounts payables and accrued liabilities approximate their fair values due to the immediate or short-term nature of these instruments. There has been no significant change in credit and market interest rates since the date of its receipt.

Classification of financial instruments

The Company's financial instruments consist of cash and accounts payable. These financial instruments are classified as financial assets and liabilities and are reported at amortized cost.

The classification of the financial instruments as well as their carrying values as at February 28, 2025 and February 29, 2024 is shown in the table below:

At February 28, 2025	Assets – FVTPL	Liabilities – Amortized cost	Total
	$	$	$
Financial assets
Cash	221,361	-	221,361
Total financial assets	221,361	-	221,361
Financial liabilities
Accounts payable	-	91,317	91,317
Total financial liabilities	-	91,317	91,317

900000116-00160353; 1

River Road Resources Ltd.
Notes to the Annual Financial Statements
For the years ended February 28, 2025 and February 29, 2024
(Expressed in Canadian dollars)

Financial instruments (continued)

At February 29, 2024	Assets – FVTPL	Liabilities – Amortized cost	Total
	$	$	$
Financial assets
Cash	-	-	-
Total financial assets	-	-	-
Financial liabilities
Accounts payable	-	2,351	2,351
Total financial liabilities	-	2,351	2,351

The fair values approximate the carrying values due to their short-term nature.

Financial and capital risk management

The Company thoroughly examines the various financial instruments and risks to which it is exposed and assesses the impact and likelihood of those risks. These risks include foreign currency risk, interest rate risk, credit risk, and liquidity risk. Where material, these risks are reviewed and monitored by the Board of Directors. The Board of Directors has overall responsibility for the determination of the Company's risk management objectives and policies. The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly affecting the Company's competitiveness and flexibility. Discussions of risks associated with financial assets and liabilities are detailed below:

a) 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 risk that the Company will realize a cash loss due to the fluctuation in interest rates is limited as the Company's liabilities are non-interest bearing. The Company considers this risk to be immaterial.

b) Credit risk

Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. Credit risk arises from cash held with banks and financial institutions. The maximum exposure to credit risk is equal to the carrying value of the financial assets. The Company considers credit risk with respect to its cash to be immaterial as cash is mainly held through large Canadian financial institutions.

c) Liquidity risk

Liquidity risk is the risk that the Company is not able to meet its financial obligations as they become due. The Company manages its liquidity risk by continuously monitoring forecasted and actual cash flows, as well as anticipated investing and financing activities. Accounts payable and accrued liabilities have contractual maturities of 30 days or are due on demand and are subject to normal trade terms. The Company has a working capital of $109,488 as at February 28, 2025.

Management of capital

The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern in order to pursue the objective of the Company. In the management of capital, the Company includes its components of shareholders' equity.

The capital structure of the Company consists of equity attributable to common shareholders, comprised of issued capital and deficit.

900000116-00160353; 1

River Road Resources Ltd.
Notes to the Annual Financial Statements
For the years ended February 28, 2025 and February 29, 2024
(Expressed in Canadian dollars)

Management of capital (continued)

The Company maintains and adjusts its capital structure based on changes in economic conditions and the Company's planned requirements. The Company may adjust its capital structure by issuing new equity, issuing new debt, or acquiring or disposing of assets, and controlling the capital expenditures program. The Company is not subject to externally imposed capital requirements.

The Company does not have a source of revenue. As such, the Company is dependent on external financing to fund its activities. In order to pay for administrative costs, the Company will spend its existing working capital and raise additional amounts as needed.

Management reviews its capital management policies on an ongoing basis. The Company is not subject to any externally imposed capital requirements. There were no changes in the company's approach to capital management during the period.

Income tax

A reconciliation of income taxes at statutory rates with reported taxes is as follows:

	Year ended February 28, 2025	Year ended February 29, 2024
Loss for the year	(85,434)	(458)
Canadian statutory income tax rate	27%	27%
Expected income tax (recovery)	(23,067)	(124)
Non-deductible expenditures	29	-
Share issue costs	(2,528)	-
Change in unrecognized deductible temporary differences	25,566	124
Total income tax expense (recovery)	$ -	$ -

The significant components of the Company's deferred tax assets and liabilities are as follows:

	Year ended February 28, 2025	Year ended February 29, 2024
Deferred Tax Assets:
Non-capital losses	$ 24,178	$ 635
Share issuance costs	2,023	-
	26,201	635
Unrecognized deferred tax assets	(26,601)	(635)
Net deferred tax assets	$ -	$ -

As at February 28, 2025, the Company had non-capital tax loss carry forwards of approximately $89,000 which can be applied to reduce future Canadian taxable income and will expire between 2041 and 2045.

900000116-00160353; 1
14

River Road Resources Ltd.
Notes to the Annual Financial Statements
For the years ended February 28, 2025 and February 29, 2024
(Expressed in Canadian dollars)

Proposed Transaction

On January 23, 2025, the Company and Research Capital Corporation (the "Agent") entered into an engagement letter (the "Engagement Letter") pursuant to which the Agent will act as the sole and exclusive agent for the Company's initial public offering (the "IPO Offering") of up to 2,500,000 common shares (the "Shares") at a price of $0.15 per Share, for gross proceeds of up to $375,000.

In consideration of its services, the Agent will receive the following compensation:

i. A cash commission (the "IPO Cash Commission") of 8% of the gross proceeds received by the Company from the sale of the Shares, subject to a reduced commission rate of 3% on gross proceeds from Shares sold to President's List subscribers, as detailed in the Engagement Letter;

ii. Compensation warrants (the "IPO Agent's Warrants") representing 8% of the number of Shares sold in the IPO Offering, with a reduced rate of 2.0% for Shares sold to President's List subscribers. The IPO Agent's Warrants are exercisable into common shares of the Company at $0.15 per share for a period of 24 months from the IPO Closing Date; and

iii. A corporate finance fee of $27,500 (plus GST) for corporate finance advisory services related to the IPO Offering. Of this amount, $12,500 was paid on February 7, 2025, with the balance of $16,375 payable to the Agent from the IPO proceeds on the IPO Closing Date.

Completion of the IPO Offering is subject to regulatory approval.

900000116-00160353; 1
15

B-1

SCHEDULE B

MD&A

[Attached]

River Road Resources Ltd.
Management's Discussion and Analysis for the years ended February 28, 2025 and February 29, 2024

This Management's Discussion and Analysis ("MD&A") for the year ended February 28, 2025, prepared as of May 30, 2025 should be read in conjunction with the audited financial statements for the year ended February 28, 2025 and February 29, 2024 for River Road Resources Ltd. (the "Company") which have been prepared in accordance with International Financial Reporting Standards ("IFRS"). All amounts included in this MD&A are expressed in Canadian dollars unless otherwise indicated.

COMPANY OVERVIEW

River Road Resources Ltd. was incorporated pursuant to the provisions of the Business Corporations Act of British Columbia on October 27, 2021. The Company's corporate office is located at 1200-750 West Pender Street, Vancouver, BC V6C 2T8.

The Company's principal activity is the acquisition, exploration, and development of mineral properties.

COMPANY HIGHLIGHTS

Current highlights (including subsequent events up to May 30, 2025) include:

On January 21, 2025, the Company completed a private placement of 850,000 common shares of the Company (the "Common Shares") at a price of $0.01 per Common Share to raise gross proceeds of $8,500.
On January 23, 2025, the Company signed an engagement with Research Capital Corporation (the "Agent") for a prospectus offering of 2,500,000 common shares at $0.15 per common share for gross proceeds of $375,000. The Company has commenced the process of preparing to be listed on the TSX Venture Exchange and thus, these will be issued subsequent to year end once the listing is finalized.
On January 24, 2025, the Company completed a private placement (the "Unit Private Placement") of 6,500,000 units (the "Units") of the Company at a price of $0.05 per Unit to raise gross proceeds of $325,000. Each Unit is comprised of one common share and one common share purchase warrant (a "Warrant"), with each warrant entitling the holder thereof to acquire an additional common share (a "Warrant Share") at an exercise price equal to $0.10 per Warrant Share for a period of 60 months following the closing date of the Unit Private Placement.

APPOINTMENT OF MANAGEMENT AND DIRECTORS

Upon incorporation of the Company on October 27, 2021, Joel Leonard, the sole shareholder, was appointed as a director of the Company.

On December 16, 2024, the Company increased the number of directors from one to two and appointed Tim Henneberry as additional director of the Company until the next annual general meeting of the Company. Tim Henneberry was appointed as the Chief Executive Officer, and Patrick McCarthy was appointed as the Chief Financial Officer of the Company to hold office for the ensuing year or until his successor is appointed or if office is earlier vacated. Joel Leonard ceased to be a director on December 17, 2024.

On December 30, 2024, the Company increased the number of directors from two to four and appointed the following individuals as directors:

Gurminder Dhaliwal
Mike Mulberry
Mike Blady

900000116-00160354; 1

River Road Resources Ltd.
Management's Discussion and Analysis for the years ended February 28, 2025 and February 29, 2024

On March 1, 2025, the Company announced the appointment of Harpreet Singh as the Chief Financial Officer and Corporate Secretary of the Company replacing Patrick McCarthy. On May 13, 2025, Gurminder Dhaliwal resigned as a director of the Company.

MINERAL PROPERTIES

Stobart Property

On January 24, 2025 (the "Agreement Date"), the Company entered into an option agreement (the "Option Agreement") with Nexus Uranium Corp. ("Nexus Uranium") to acquire a 100% interest, in the two claim blocks located in the Clinton Mining District of British Columbia ("Stobart Property").

The Stobart Property consists of two claims totalling 725.7 hectares and lies in Chilcotin Plateau 96 kms NE of Clinton or 96kms SW of Williams Lake. It is road accessible from Williams Lake through Riske Creek and a series of logging roads. Pursuant to the Option Agreement, the Company can acquire a 100% interest, subject to a 2% Net Smelter Return ("NSR") Royalty from Nexus Uranium under the following terms:

To acquire an initial 60% interest:

cash payment of $15,000 (paid as at February 28, 2025);
issue of 800,000 shares upon 10 business days of getting listed on a Canadian Stock Exchange (issued subsequent to year ended February 28, 2025); and
incur $100,000 in exploration expenditures within the first 12 months of the Agreement Date (incurred as at February 28, 2025).

To acquire the remaining 40% to bring the Company's ownership to 100%, the Company must complete the following within 30 months from the Agreement Date:

1) issue an additional 1,500,000 shares; and
2) incur and additional $200,000 in exploration expenditures.

Nexus Uranium will retain a 2% Net Smelter Return ("NSR") Royalty. The Company will have the option to reduce the NSR to 1% by making a one-time payment of $2,000,000 to Nexus Uranium.

The Stobart Property is primarily underlain by andesite of the Spius Formation of the Cretaceous Spences Bridge Group. The Spences Bridge Group is being actively explored along its length for epithermal gold mineralization. Westhaven Ventures is having considerable success at Shovelnose Mountain south of Merritt.

Sample Results from 2007 Assessment Report (29934)

Sample Number	Report Number	Sample Location	Description	ppb Au	ppm Ag

69851	AR #23040	Hamm vein trenches	Vuggy milky quartz	933	-0.2
69852	AR #23040	Hamm vein trenches	Glassy rusty quartz	715	-0.2
69857	AR #23040	Hamm vein trenches	Vuggy rusty quartz	5031	14.6

41157	2007 Appleton	Hamm vein trenches	Epithermal vein material	1480	6.6
41158	2007 Appleton	Hamm vein trenches	Epithermal vein material	380	2.3
41155	2007 Appleton	Hamm vein trenches	Epithermal vein material	5	-0.2
41161	2007 Appleton	Hamm vein trenches	Epithermal vein material	380	4.0
41159	2007 Appleton	Hamm vein extension	Epithermal vein material	1040	0.5

900000116-00160354; 1

River Road Resources Ltd.
Management's Discussion and Analysis for the years ended February 28, 2025 and February 29, 2024

41164	2007 Appleton	Rob Vein	Epithermal vein material	1180	4.0
41165	2007 Appleton	Rob Vein	Epithermal vein material	880	2.0

The Stobart Property exploration target is a series of epithermal gold quartz veins first discovered in 1992 and subsequently remapped and sampled in 2006/2007. Several samples in excess of 1 ppm to a maximum of 5.67 ppm have been reported, with four of the 10 samples taken in excess of 1 ppm.

From 1993 Assessment Report 23040:

The north central part of the Stobart Group was explored in 1992 as the Hamm Claims (Meyers, 1993). Prospecting discovered a 0.4m to 1.37m wide quartz vein within a well defined structural break. Assay results returned values up to 0.165 oz/ton gold (5.03 ppm gold) over 1.37 metres. This showing was examined during the 2007 exploration program.

From 2007 Assessment Report 29934:

On the Stobart property, south of Hungry Lake, a set of north-northeasterly trending quartz veins have intruded andesite. These veins vary in thickness from a few centimetres to in excess of 1 metre and have been traced over lengths varying from a few metres to in excess of 60 metres. The original Hamm vein, discovered in 1992 returned gold values from 5 to 5031 ppb Au (Table 3). One metre chip sampling in 2007 at 4 separate localities along strike returned values of 380, <5, 380 and 1480 ppb Au from southwest to northeast. An additional sample 120 metres to the south returned a value of 1040 ppb Au from a vein that may represent the faulted southern extension of the Hamm vein. Another vein located 150 metres northwest of the Hamm vein is 1 metre wide and 15 metres long. Samples collected from this vein across 1 metre intervals returned values of 880 and 1180 ppb Au (Figure 7, Table 6).

River Road Resources has undertaken a program of rock and soil sampling over the Stobart claim to both confirm the historic exploration data and to expand the quartz vein foot print.

Stobart Exploration Completed during the Quarter Ended 2025-Feb-28

River Road Resources conducted an exploration program consisting of 66 rock chip samples and 477 grid soil sampling on a 50m by 100m grid in early February. The results were outstanding at February 28.

Stobart Exploration Completed Subsequent to the Quarter Ended 2025-Feb-28

The results of the exploration program remain outstanding at the date of this Management Discussion and Analysis.

	Stobart Project	Total
	$	$
Acquisition costs
Balance, February 29, 2024	-	-
Cash payment	15,000	15,000
Balance, February 28, 2025	15,000	15,000
Exploration costs
Balance, February 28, 2025	-	-
Sampling program	48,027	48,027
Assays	27,472	27,472
Equipment & Supplies	4,452	4,452

900000116-00160354; 1

River Road Resources Ltd.
Management's Discussion and Analysis for the years ended February 28, 2025 and February 29, 2024

Field Camp & Logistics	24,249	24,249
Indirect Allocations	7,665	7,665
Balance, February 28, 2025	111,865	111,865
Total, February 29, 2024	-	-
Total, February 29, 2025	126,865	126,865

The Option Agreement has the following terms:

Date	Cash	Shares	Exploration Expenditures
5 business days after Agreement Date^{1}	15,000
10 business days following listing on a Canadian Stock Exchange		800,000	$100,000 within 12 months of the Agreement Date^{1}
30 months after Agreement Date		1,500,000	$200,000
Total		2,300,000	$300,000

1 The Company has met part of the year 1 earn-in requirements due to incurring $100,000 in exploration expenditures and paying $15,000 in cash.

SELECTED ANNUAL INFORMATION

The following is a summary of selected annual information of the Company for the last two financial years:

	2025	2024
	$	$
Total revenues	-	-
Net loss	(85,434)	(458)
Net loss per share (basic and diluted)	(0.32)	(458)
Total assets^{1}	358,226	-
Total liabilities^{2}	121,873	2,351

1 Total assets consists of cash received from private placements completed during the year ended February 28, 2025 and costs incurred to date at the Stobart Property.
2 Accrued liabilities consist of audit accrual fees and accrued payments for work completed as of February 28, 2025 at the Stobart Property.

SUMMARY OF QUARTERLY RESULTS

Three months ended	February 28, 2025	November 30, 2024	August 31, 2024	May 31, 2024
	$	$	$	$
Revenues	-	-	-	-
Net loss	(85,434)	-	-	-
Net loss per share – (basic and diluted)	(0.32)	-	-	-

900000116-00160354; 1

River Road Resources Ltd.
Management's Discussion and Analysis for the years ended February 28, 2025 and February 29, 2024

Total assets	358,226	-	-	-

Three months ended	February 29, 2024	November 30, 2023	August 31, 2023	May 31, 2023
	$	$	$	$
Revenues	-	-	-	-
Net loss	-	(458)	-	-
Net loss per share – (basic and diluted)	-	(458)	-	-
Total assets	-	-	66	66

The following is a summary of the Company's quarterly results for the past two years:

Results for the Three Months ended February 28, 2025

During the three-month period ended February 28, 2025, the Company reported a net loss of $85,434 (February 29, 2024 - $Nil). A summary of material expenditures included in the determination of operating loss is as follows:

Professional fees – During the fiscal quarter ended February 28, 2025, the company incurred professional fees totalling $60,805 (February 29, 2024 - $Nil), a significant portion of which was allocated to legal expenses related to the preparation of the Company's prospectus and the successful financial raise completed in January 2025 and $15,000 has been accrued for auditing fees.

Corporate finance fees – During the fiscal quarter ended February 28, 2025, the company disbursed $22,500 to the appointed agent responsible for sponsoring the prospectus filing out of which $12,500 has been expensed in current quarter.

Management fees – During the three-month period ended February 28, 2025, the Company paid management fees of $11,350 (February 29, 2024 - $Nil). These costs represent fees paid to the Chief Executive Officer and the Chief Financial Officer. For additional information please refer to the related party note below.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

Net working capital including cash

As at February 28, 2025, the Company had $221,361 in cash and a working capital of $109,488. The Company offset the current year's operating loss of $85,434 with proceeds from a financial raise totaling $333,500 through the issuance of 7,350,000 common shares of the Company less share issuance cost of $9,362.

Operating activities

For the year ended February 28, 2025, the Company experienced a cash inflow from operating activities of $57,657, compared to a nil in the prior year. The inflow relates to the accounts payable balance. The Company incurred a larger operating loss in 2025 primarily attributable to the professional fees for legal and accounting services, management and consulting fees incurred during the final quarter of the year.

Investing activities

Cash deployed by investing activities for the three-month period ended February 28, 2025, was $65,000. The amount represents costs associated with the exploration program at the Stobart Property and includes $15,000 as acquisition costs paid for mineral claims on Stobart Property.

900000116-00160354; 1
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River Road Resources Ltd.
Management's Discussion and Analysis for the years ended February 28, 2025 and February 29, 2024

Financing activities

Cash provided by financing activities for the three-month period ended February 28, 2025 was $324,138. The Company received $333,500 in proceeds upon the issuance of 7,350,000 shares less share issuance cost of $9,362.

Liquidity and capital resources

As at February 28, 2025, the Company had a working capital of $109,488. The Company has not yet put its mineral property into commercial production and as such has no operating revenues or cash flows. Accordingly, the Company is dependent on the equity markets as its sole source of operating working capital, and the Company's capital resources are largely determined by the strength of the junior resource capital markets, by the status of the Company's projects in relation to these markets, and its ability to compete for investor support of its projects. There can be no assurance that financing, whether debt or equity, will always be available to the Company in the amount required at any particular time or for any particular period or, if available, that it can be obtained on terms satisfactory to it.

OFF-BALANCE SHEET ARRANGEMENTS

The Company has no off-balance sheet arrangements.

SECURITIES OUTSTANDING

Authorized share capital: The Company can issue an unlimited number of common shares with no par value.

Issued and Outstanding Common Shares as at February 28, 2025 7,350,001

	Expiry date	Exercise Price	Number
Warrants	January 24, 2032	$0.10	6,500,000
Fully Diluted			13,850,001

As of the date of this report, the outstanding share capital of the Company was 7,350,001 common shares.

RELATED PARTY TRANSACTIONS

The Company's related parties consist of the Company's directors and officers, and any companies associated with them. Transactions with related parties for goods and services are made on normal commercial terms. The remuneration of directors and key management personnel during the years ended February 28, 2025 and February 29, 2024 was as follows:

	February 28, 2025	February 29, 2024
	$	$
Management fees - CEO	7,350	-
Management fees – CFO	4,000	-
Total	$11,350	$ -

As at February 28, 2025, accounts payable includes $2,000 owing to the CEO of the Company (2024 – Nil).

During the year ended February 28, 2025, the Company issued 850,000 shares to directors and officers of the Company for proceeds of $8,500.

900000116-00160354; 1

River Road Resources Ltd.
Management's Discussion and Analysis for the years ended February 28, 2025 and February 29, 2024

FINANCIAL INSTRUMENTS

Fair values

Level 1 – Quoted (unadjusted) market prices in active markets for identical assets or liabilities
Level 2 – Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable
Level 3 – Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable

The classification of the financial instruments as well as their carrying values as at February 28, 2025 is shown in the table below:

At February 28, 2025	Assets – FVTPL	Liabilities – Amortized cost	Total
	$	$	$
Financial assets
Cash	221,361	-	221,361
Total financial assets	221,361	-	221,361
Financial liabilities
Accounts payable	-	91,317	91,317
Total financial liabilities	-	91,317	91,317
At February 29, 2024	Assets – FVTPL	Liabilities – Amortized cost	Total
---	---	---	---
	$	$	$
Financial assets
Cash	-	-	-
Total financial assets	-	-	-
Financial liabilities
Accounts payable	-	2,351	2,351
Total financial liabilities	-	2,351	2,351

The fair values approximate the carrying values due to their short-term nature.

Financial and capital risk management

900000116-00160354; 1

River Road Resources Ltd.
Management's Discussion and Analysis for the years ended February 28, 2025 and February 29, 2024

a) Interest rate risk

b) Credit risk

c) Liquidity risk

SUBSEQUENT EVENTS

PROPOSED TRANSACTION

In consideration of its services, the Agent will receive the following compensation:

Completion of the IPO Offering is subject to regulatory approval.

CRITICAL JUDGMENTS IN APPLYING ACCOUNTING POLICIES

The critical judgments that the Company's management has made in the process of applying the Company's accounting policies with the most significant effect on the amounts recognized in the Company's financial statements are as follows:

900000116-00160354; 1
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River Road Resources Ltd.
Management's Discussion and Analysis for the years ended February 28, 2025 and February 29, 2024

a) Going concern

In preparing the financial statements on a going concern basis, Management's critical judgment is that the Company will be able to meet its obligations and continue its operations for the next twelve months.

b) Impairment of mineral properties

Expenditures on mineral properties are capitalized. The Company makes estimates and applies judgment about future events and circumstances in determining whether the carrying amount of a mineral property exceeds its recoverable amount. The recoverability of amounts shown as mineral properties and deferred exploration costs is dependent upon the discovery of economically recoverable reserves, the Company's ability to obtain financing to develop the properties, and the ultimate realization of profits through future production or sale of the properties. Management reviews the carrying values of its mineral properties on an annual basis, or when an impairment indicator exists, to determine whether an impairment should be recognized. In making its assessment, management considers, among other things, exploration results to date and future exploration plans for a particular property. In addition, capitalized costs related to relinquished property rights are written off in the period of relinquishment. Capitalized costs in respect of the Company's mineral properties may not be recoverable and there is a risk that these costs may be written down in future periods.

KEY SOURCES OF ESTIMATION UNCERTAINTY

The preparation of financial statements requires that the Company's management make assumptions and estimates of effects of uncertain future events on the carrying amounts of the Company's assets and liabilities at the end of the reporting period. Actual results may differ from those estimates as the estimation process is inherently uncertain. Actual future outcomes could differ from present estimates and assumptions, potentially having material future effects on the Company's financial statements. Estimates are reviewed on an ongoing basis and are based on historical experience and other facts and circumstances. Revisions to estimates and the resulting effects on the carrying amounts of the Company's assets and liabilities are accounted for prospectively.

The significant assumptions about the future and other major sources of estimation uncertainty as at the end of the reporting period that have a significant risk of resulting in a material adjustment to the carrying amounts of the Company's assets and liabilities are as follows:

a) Deferred income taxes

Deferred income tax assets and liabilities are measured using enacted or substantively enacted tax rates at the reporting date in effect for the period in which the temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized as part of the provision for income taxes in the period that includes the enactment date. The recognition of deferred income tax assets is based on the assumption that it is probable that taxable profit will be available against which the deductible temporary differences can be utilized.

b) Recoverability of exploration and evaluation assets

The recoverability of exploration and evaluation assets is based on estimates of the future economic benefits associated with the assets. These estimates include assumptions related to future commodity prices, the results of exploration activities, the likelihood of successful development, estimated reserves and resources, and future operating and capital costs. Changes in these assumptions could result in material adjustments to the carrying value of exploration and evaluation assets.

RISKS AND UNCERTAINTIES

Financing risks

The Company has incurred losses since inception. The continued operations of the Company are dependent on its ability to generate future cash flow and obtain additional financing. The Company has financed its cash requirements through the issuance of common shares. If the Company is unable to generate cash from operations or obtain additional financing its ability to continue as a going concern could be impeded.

900000116-00160354; 1
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River Road Resources Ltd.
Management's Discussion and Analysis for the years ended February 28, 2025 and February 29, 2024

Exploration and development

Resource exploration is a speculative business and involves a high degree of risk. There is no known body of commercial ore on the Company's mineral properties and there is no certainty that the expenditures made by the Company in the exploration of its mineral properties or otherwise will result in discoveries of commercially recoverable quantities of minerals. The exploration for and development of mineral deposits involves significant risks, which even a combination of careful evaluation, experience and knowledge may not eliminate. Although the discovery of an ore body may result in substantial rewards, few properties explored are ultimately developed into producing mines. It is impossible to ensure that the current exploration programs planned by the Company will result in a profitable commercial mining operation.

There is no assurance that the Company's mineral properties possess commercially mineable bodies of ore. The Company's mineral properties are in the exploration stage as opposed to the development stage and has no known body of economic mineralization. The known mineralization of the properties has not been determined to be economic ore and there can be no assurance that a commercially mineable ore body exists on the properties. Such assurance will require completion of final comprehensive feasibility studies and, possibly, further associated exploration and other work that concludes a potential mine is likely to be economic. In order to carry out exploration and development programs of any economic ore body and place it into commercial production, the Company may be required to raise substantial additional funding.

Title of mineral properties

There is no assurance that the Company's title to its properties will not be challenged. Title to and the area of mineral properties may be disputed. While the Company has diligently investigated title to its properties, it may be subject to prior unregistered agreements or transfers or indigenous land claims to which title may be affected. Consequently, the boundaries may be disputed.

Unknown environmental risks for past activities

Exploration and mining operations involve a potential risk of releases to soil, surface water and groundwater of metals, chemicals, fuels, liquids having acidic properties and other contaminants. In recent periods, regulatory requirements and improved technology have significantly reduced those risks. However, those risks have not been eliminated and the risk of environmental contamination from present and past exploration or mining activities exists for mining companies. Companies may be liable for environmental contamination and natural resource damages relating to properties that they currently own or operate or at which environmental contamination occurred while or before they owned or operated the properties. However, no assurance can be given that potential liabilities for such contamination or damages caused by past activities at these properties do not exist.

Political regulatory risks

Any changes in government policy may result in changes to laws affecting ownership of assets, mining policies, monetary policies, taxation, rates of exchange, environmental regulations, labour relations, repatriation of income and return of capital. This may affect both the Company's ability to undertake exploration and development activities in respect of present and future properties in the manner currently contemplated, as well as its ability to continue to explore, develop and operate those properties in which it has an interest or in respect of which it has obtained exploration and development rights to date. The possibility that future governments may adopt substantially different policies, which might extend to expropriation of assets, cannot be ruled out.

FORWARD-LOOKING INFORMATION

The Company's financial statements for the year ended February 28, 2025 and February 29, 2024, and this accompanying MD&A, contain statements that constitute "forward-looking statements" within the meaning of National Instrument 51-102, Continuous Disclosure Obligations of the Canadian Securities Administrators. It is important to note that, unless otherwise indicated, forward-looking statements in this MD&A describe the Company's expectations up to the date of the MD&A.

Forward-looking statements often, but not always, are identified by the use of words such as "seek",

900000116-00160354; 1
Page 10

River Road Resources Ltd.
Management's Discussion and Analysis for the years ended February 28, 2025 and February 29, 2024

"anticipate", "believe", "plan", "estimate", "expect", "targeting" and "intend" and statements that an event or result "may", "will", "should", "could", or "might" occur or be achieved and other similar expressions. Forward-looking statements in this MD&A include statements regarding the Company's future plans and expenditures, the satisfaction of rights and performance of obligations under agreements to which the Company is a part, the ability of the Company to hire and retain employees and consultants and estimated administrative assessment and other expenses. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Factors that could cause the actual results to differ include market prices, continued availability of capital and financing, inability to obtain required regulatory approvals and general market conditions. These statements are based on a number of assumptions, including assumptions regarding general market conditions, the timing and receipt of regulatory approvals, the ability of the Company and other relevant parties to satisfy regulatory requirements, the availability of financing for proposed transactions and programs on reasonable terms acceptable to the Company and the ability of third-party service providers to deliver services in a timely manner. Some of these risks and uncertainties are identified under the heading "RISKS AND UNCERTAINTIES" as disclosed elsewhere in this MD&A. Additional information regarding these factors and other important factors that could cause results to differ materially may be referred to as part of particular forward-looking statements.

Forward-looking statements contained herein are made as of the date of this MD&A and the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or results or otherwise except as required by securities law. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

900000116-00160354; 1
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C-1

SCHEDULE C

RIVER ROAD RESOURCES LTD.

(the "Company")

AUDIT COMMITTEE CHARTER

The primary function of the audit committee (the "Audit Committee") is to assist the Company's board of directors (the "Board") in fulfilling its financial oversight responsibilities by reviewing the financial reports and other financial information provided by the Company to regulatory authorities and shareholders, the Company's systems of internal controls regarding finance and accounting, and the Company's auditing, accounting and financial reporting processes. Consistent with this function, the Committee will encourage continuous improvement of, and should foster adherence to, the Company's policies, procedures and practices at all levels.

The Committee's primary duties and responsibilities are to:

serve as an independent and objective party to monitor the Company's financial reporting and internal control systems and review the Company's financial statements;
review and appraise the performance of the Company's external auditors; and
provide an open avenue of communication among the Company's auditors, financial and senior management and the Board.

Composition

The Audit Committee shall be comprised of three directors as determined by the Board, the majority of whom shall be free from any relationship that, in the opinion of the Board, would reasonably interfere with the exercise of his or her independent judgement as a member of the Audit Committee. At least one member of the Audit Committee shall have accounting or related financial management expertise. All members of the Audit Committee that are not financially literate will work towards becoming financially literate to obtain a working familiarity with basic finance and accounting practices. For the purposes of this Audit Committee Charter, the definition of "financially literate" is the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can presumably be expected to be raised by the Company's financial statements. The members of the Audit Committee shall be elected by the Board at its first meeting following the annual shareholder's meeting.

Meetings

The Audit Committee shall meet at least four times annually, or more frequently as circumstances dictate. As part of its job to foster open communication, the Audit Committee will meet at least annually with the Chief Financial Officer and the external auditors in separate sessions.

Responsibilities and Duties

To fulfill its responsibilities and duties, the Audit Committee shall:

Documents/Reports Review

(a) Review and update this Audit Committee Charter annually.

C-2

(b) Review the Company’s financial statements, MD&A and any annual and interim earnings, press releases before the Company publicly discloses this information and any reports or other financial information (including quarterly financial statements), which are submitted to any governmental body, or to the public, including certification, report, opinion, or review rendered by the external auditors.

(c) Confirm 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.

External Auditors

(a) Review annually, the performance of the external auditors who shall be ultimately accountable to the Board and the Audit Committee as representatives of the shareholders of the Company.

(b) Obtain annually, a formal written statement of the external auditors setting forth all relationships between the external auditors and the Company, consistent with the Independence Standards Board Standard 1.

(c) Review and discuss with the external auditors any disclosed relationships or services that may impact the objectivity and independence of the external auditors.

(d) Take, or recommend that the full Board, take appropriate action to oversee the independence of the external auditors.

(e) Recommend to the Board the selection and compensation and, where applicable, the replacement of the external auditors nominated annually for shareholder approval.

(f) At each meeting, consult with the external auditors, without the presence of management, about the quality of the Company’s accounting principles, internal controls and the completeness and accuracy of the Company’s financial statements.

(g) Review and approve the Company’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditors of the Company.

(h) Review with management and the external auditors the audit plan for the year-end financial statements and intended template for such statements.

(i) Review and pre-approve all audit and audit-related services and the fees and other compensation related thereto, and any non-audit services, provided by the Company’s external auditors. The preapproval requirement is waived with respect to the provision of non-audit services if:

i. the aggregate amount of all such non-audit services provided to the Company constitutes not more than five percent of the total amount of fees paid by the Company to its external auditors during the fiscal year in which the non-audit services are provided;

ii. such services were not recognized by the Company at the time of the engagement to be non-audit services; and

iii. such services are promptly brought to the attention of the Committee by the Company and approved prior to the completion of the audit by the Committee or by one or more members of the Audit Committee who are members of the Board to whom authority to grant such approvals has been delegated by the Audit Committee. Provided the pre-approval of the non-audit services is presented to the Audit Committee’s first scheduled meeting following such

C-3

approval, such authority may be delegated by the Audit Committee to one more independent members of the Audit Committee.

Financial Reporting Processes

(a) In consultation with the external auditors, review with management the integrity of the Company’s financial reporting process, both internal and external.

(b) Consider the external auditors’ judgements about the quality and appropriateness of the Issuer’s accounting principles as applied in its financial reporting.

(c) Consider and approve, if appropriate, changes to the Company’s auditing and accounting principles and practices as suggested by the external auditors and management.

(d) Review significant judgements made by management in the preparation of the financial statements and the view of the external auditors as to appropriateness of such judgements.

(e) Following completion of the annual audit, review separately with management and the external auditors any significant difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information.

(f) Review any significant disagreement among management and the external auditors in connection with preparation of the financial statements.

(g) Review with the external auditors and management the extent to which changes and improvements in financial or accounting practices have been implemented.

(h) Review any complaints or concerns about any questionable accounting, internal accounting controls or auditing matters.

(i) Review certification process.

(j) Establish a procedure for the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

Other

(a) Review any related-party transactions.

CERTIFICATE OF RIVER ROAD RESOURCES LTD.

Dated: May 30, 2025

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 each of the provinces of British Columbia, Alberta, and Ontario.

“Tim Henneberry”
Tim Henneberry
Chief Executive Officer

“Harpreet Singh”
Harpreet Singh
Chief Financial Officer

ON BEHALF OF THE BOARD OF DIRECTORS

“Michael Mulberry”
Michael Mulberry
Director

“Michael Blady”
Michael Blady
Director

CERTIFICATE OF THE PROMOTER

Dated: May 30, 2025

“Tim Henneberry”

Tim Henneberry
Promoter

CERTIFICATE OF THE AGENT

Dated: May 30, 2025

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 each of the provinces of British Columbia, Alberta, and Ontario.

RESEARCH CAPITAL CORPORATION

“Jovan Stupar”

Jovan Stupar
Managing Director

AI assistant

River Road Resources — Share Issue/Capital Change 2025

48574_rns_2025-05-31_0a7e73a8-6011-458f-9846-f7ca2437ca06.pdf

PRELIMINARY PROSPECTUS

RIVER ROAD RESOURCES LTD.

OFFERING: 2,500,000 COMMON SHARES AT A PRICE OF $0.15 PER COMMON SHARE

Notes:

TABLE OF CONTENTS

GLOSSARY

GLOSSARY OF TECHNICAL TERMS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS

CURRENCY PRESENTATION

ELIGIBILITY FOR INVESTMENT

TECHNICAL INFORMATION

SUMMARY OF PROSPECTUS

The Company:

The Property:

The Offering:

Offering Price:

Agent:

Agent’s Compensation:

Use of Proceeds:

CORPORATE STRUCTURE

Name and Incorporation

Intercorporate Relationships

DESCRIPTION OF THE BUSINESS

Business of the Company

General Overview

Stated Business Objectives and Competitive Conditions

Specialized Skills and Knowledge

History

Financings and Issuances of the Company's Securities

Option Agreement

THE PROPERTY

The Property

Property Description, Location, and Access

History

Geological Setting, Mineralization and Deposit Types

Regional Geology

District Geology

Property Geology

Mineralization

Deposit Types

Exploration, Development, and Production

Drilling

Sample Preparation, Analysis and Security

1992 EXPLORATION PROGRAM

2006 EXPLORATION PROGRAM

2007 EXPLORATION PROGRAM

2025 EXPLORATION PROGRAM

Recommendations

USE OF PROCEEDS

Proceeds

Funds Available

General and Administrative Costs

Notes:

Business Objectives and Milestones

DIVIDENDS OR DISTRIBUTIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS

MD&A

Additional Disclosure for Junior Issuers

DISCLOSURE OF OUTSTANDING SECURITY DATA

Common Shares

$0.10 Warrants

Awards

Negative Operating Cash Flow

DESCRIPTION OF SECURITIES DISTRIBUTED

Common Shares

Agent's Warrants

CONSOLIDATED CAPITALIZATION

Types of Awards

Plan Administration

Shares Available for Awards

Award Limitations

Eligible Participants

Description of Awards

Options

Restricted Share Units

Deferred Share Units

River Road Resources Share Issue/Capital Change 2025