Silverco Mining - Regulatory Filings 2024

FILING STATEMENT

OF

ANKH CAPITAL INC.

INVOLVING THE ACQUISITION OF THE ISSUED AND OUTSTANDING SHARES

OF

QUETZAL COPPER LIMITED

FEBRUARY 28, 2024

Neither the TSX Venture Exchange nor any securities regulatory authority has in any way passed upon the merits of the Qualifying Transaction described in this filing statement.

ABOUT THIS FILING STATEMENT ............... 1 MEANING OF CERTAIN REFERENCES......... 1 FORWARD-LOOKING STATEMENTS ........... 1 GLOSSARY OF TERMS ....................................... 2

MANAGEMENT .................................................... 35 OTHER REPORTING ISSUER EXPERIENCE ............ 37 CORPORATE CEASE TRADE ORDERS OR BANKRUPTCIES .................................................... 38 PENALTIES OR SANCTIONS.................................. 39 CONFLICTS OF INTEREST ..................................... 39 EXECUTIVE COMPENSATION ............................... 39 DIRECTOR COMPENSATION ................................ 42 INDEBTEDNESS OF DIRECTORS AND OFFICERS ... 42 RISK FACTORS ................................................... 52

SUMMARY OF FILING STATEMENT............. 9

GENERAL MATTERS ........................................ 63

INFORMATION CONCERNING ANKH ...... 14

CORPORATE STRUCTURE..................................... 14 GENERAL DEVELOPMENT OF THE BUSINESS ...... 14 SELECTED FINANCIAL INFORMATION ................ 17 MANAGEMENT’S DISCUSSION AND ANALYSIS .. 17 DESCRIPTION OF SECURITIES .............................. 17 STOCK OPTION PLAN .......................................... 18 PRIOR SALES ........................................................ 18 FINDER’S FEE ....................................................... 19 STOCK EXCHANGE PRICE .................................... 19 ARM’S LENGTH TRANSACTIONS ......................... 19 LEGAL PROCEEDINGS .......................................... 20 AUDITOR, TRANSFER AGENT AND REGISTRAR .. 20 MATERIAL CONTRACTS ...................................... 20

APPENDIX A – PROPERTY DISCLOSURE

APPENDIX B – FINANCIAL STATEMENTS AND MD&A OF ANKH

APPENDIX C – FINANCIAL STATEMENTS AND MD&A OF QUETZAL

APPENDIX D – PRO FORMA FINANCIAL STATEMENTS OF THE RESULTING ISSUER

INFORMATION CONCERNING QUETZAL

................................................................................. 20 CORPORATE STRUCTURE..................................... 20 GENERAL DEVELOPMENT OF THE BUSINESS ...... 20 SIGNIFICANT ACQUISITIONS ............................... 25 NARRATIVE DESCRIPTION OF THE PROPERTY .... 25 SELECTED FINANCIAL INFORMATION ................ 25 MANAGEMENT’S DISCUSSION AND ANALYSIS .. 26 DESCRIPTION OF SECURITIES .............................. 26 CONSOLIDATED CAPITALIZATION ..................... 26 PRIOR SALES ........................................................ 27 STOCK EXCHANGE PRICE .................................... 27 EXECUTIVE COMPENSATION ............................... 27 MANAGEMENT CONTRACTS ............................... 29 NON-ARM’S LENGTH PARTY TRANSACTIONS ... 30 LEGAL PROCEEDINGS .......................................... 30 MATERIAL CONTRACTS ...................................... 30

APPENDIX E – AUDIT COMMITTEE CHARTER

CERTIFICATE OF ANKH

CERTIFICATE OF QUETZAL

ACKNOWLEDGEMENT

INFORMATION CONCERNING THE

RESULTING ISSUER ......................................... 30

AVAILABLE FUNDS AND PRINCIPAL PURPOSES . 33 DIVIDENDS .......................................................... 34 PRINCIPAL SECURITY HOLDERS .......................... 34 DIRECTORS, OFFICERS AND PROMOTERS ........... 34

ABOUT THIS FILING STATEMENT

Readers should rely only on the information contained in this Filing Statement in respect of Ankh. We have not authorized any other person to provide additional or different information. If anyone provides additional or different or inconsistent information, including information or statements in media articles about Ankh, prospective purchasers should not rely on it. Readers should assume that the information appearing in this Filing Statement is accurate only as of its date, regardless of its time of delivery. Ankh’s business, financial condition, results of operations and prospects may have changed since that date.

All information contained in this Filing Statement with respect to Quetzal has been supplied by Quetzal for inclusion herein, and with respect to that information, Ankh and its directors and officers have relied solely on Quetzal. Based on its due diligence conducted in this respect, Ankh has no reason to believe that such information is not accurate.

MEANING OF CERTAIN REFERENCES

Unless otherwise noted or the context otherwise shall state, “Ankh”, “we”, “us”, and “our” refers to Ankh Capital Inc.

References to “management” in this Filing Statement refer to the management of Ankh. Any statements in this Filing Statement made by or on behalf of management are made in such persons’ capacities as officers of Ankh, and not in their personal capacities.

Words importing the singular number include the plural, and vice versa, and words importing any gender include all genders.

Certain capitalized terms and phrases used in this Filing Statement are defined in the “Glossary of Terms”.

FORWARD-LOOKING STATEMENTS

This Filing Statement contains forward-looking information. Often, but not always, forward-looking information can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “estimates”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or states that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Ankh, Quetzal or the Resulting Issuer to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information.

Examples of such statements include: (A) the intention to complete the Qualifying Transaction and the Amalgamation; (B) the description of the Resulting Issuer that assumes completion of the Transaction; and (C) in respect of the Resulting Issuer, Quetzal and the Property, statements pertaining to, without limitation, the future price of copper and other commodities, exploration and development activities, expected capital expenditures, costs and timing of development of new deposits, costs and timing of future exploration, success of exploration activities, permitting requirements, requirements for additional capital, government regulation of mining operations, environmental risks and hazards, title disputes or claims and limitations on insurance coverage.

Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking information contained in this Filing Statement. Such forward-looking

information is based on a number of assumptions that may prove to be incorrect, including, but not limited to: (a) the ability of Ankh to (i) complete the Transaction, (ii) satisfy conditions precedent under the Amalgamation Agreement, (iii) satisfy the requirements of the Exchange such that it will issue the Final Exchange Bulletin, (iv) obtain necessary financing and adequate insurance, (v) successfully integrate Ankh and Quetzal and manage risks; (b) the economy generally; and (c) in respect of the Resulting Issuer, Quetzal and the Property: there being no significant disruptions affecting operations, whether due to labour disruptions, supply disruptions, damage to equipment or otherwise; (ii) certain commodity price assumptions; and (iii) the prices for energy and other key supplies remaining consistent with current levels. The factors identified above are not intended to represent a complete list of the factors that could affect Ankh, Quetzal or the Resulting Issuer. Additional factors are noted under the heading “Risk Factors”.

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward- looking information prove incorrect, actual results, performance or achievements may vary materially from those expressed or implied by the forward-looking information contained in this Filing Statement. These factors should be carefully considered and readers are cautioned not to place undue reliance on forward-looking information, which speaks only as of the date of this Filing Statement. All subsequent forward-looking information attributable to Ankh, Quetzal or the Resulting Issuer herein is expressly qualified in its entirety by the cautionary statements contained or referred to herein. Ankh, Quetzal and the Resulting Issuer do not undertake any obligation to release publicly any revisions to this forward-looking information to reflect events or circumstances that occur after the date of this Filing Statement or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws.

GLOSSARY OF TERMS

The following is a glossary of certain definitions used in this Filing Statement. Terms and abbreviations used in the financial statements and MD&A of Ankh, Quetzal and the Resulting Issuer in the appendices to this Filing Statement are defined separately and the terms and abbreviations defined below are not used therein, except where otherwise indicated. Words importing the singular, where the context requires, include the plural and vice versa and words importing any gender include all genders.

Terms used and not defined in this Filing Statement that are defined or interpreted in: (i) policies of the Exchange; (ii) National Instrument 14-101 Definitions; (iii) National Instrument 41-101 General Prospectus Requirements; or (iv) Form 41-101F1 Information Required in a Prospectus, shall bear that definition or interpretation.

“ Affiliate ” means a Company that is affiliated with another Company as described below: (a) a Company is an “Affiliate” of another Company if: (i) one of them is the subsidiary of the other, or (ii) each of them is controlled by the same Person; (b) a Company is “controlled” by a Person if: (i) voting securities of the Company are held, other than by way of security only, by or for the benefit of that Person, and (ii) the voting securities, if voted, entitle the Person to elect a majority of the directors of the Company; (c) a Person beneficially owns securities that are beneficially owned by: (i) a Company controlled by that Person, or (ii) an Affiliate of that Person or an Affiliate of any Company controlled by that Person;

“ Amalco ” means the continuing corporation constituted upon the Amalgamation becoming effective and named “Quetzal Copper Subsidiary Corp.”, or such other name as Ankh and Quetzal shall agree;

“ Amalco Shares ” means the common shares in the capital of Amalco;

“ Amalgamation Application ” means the application filed with the Registrar as provided under the BCBCA upon satisfaction or waiver of all conditions precedent set forth in the Amalgamation Agreement;

“ Amalgamating Companies ” means Quetzal and Ankh Subco;

“ Amalgamation ” means the amalgamation of the Amalgamating Companies as contemplated in the Amalgamation Agreement;

“ Amalgamation Agreement ” means the amalgamation agreement dated effective May 15, 2023 entered into among Quetzal, Ankh and Ankh Subco in respect of the Amalgamation;

“ Amalgamation Application ” means the Form 13 jointly completed and filed by Ankh Subco and Quetzal with the Registrar giving effect to the Amalgamation upon and subject to the terms and conditions of the Amalgamation Agreement;

“ Ankh ” means Ankh Capital Inc., a corporation existing under the laws of the Province of British Columbia;

“ Ankh Agent Options ” means the 1,000,000 non-transferable options of Ankh issued to or to the order of PI Financial pursuant to the IPO Agency Agreement, each Ankh Agent Option being exercisable for one Ankh Share at an exercise price of $0.10 per share until October 15, 2026;

“ Ankh Audited Financial Statements ” means the audited financial statements of Ankh for the financial years ended May 31, 2022 and May 31, 2023, including the notes thereto and the report of Ankh’s auditors thereon;

“ Ankh Financial Statements ” means, collectively, the Ankh Audited Financial Statements and the Ankh Interim Financial Statements;

“ Ankh Financing ” means the private placement of Ankh FT Units at a price of $0.10 per Ankh FT Unit for gross proceeds of $240,000 to be completed concurrently with the completion of the Qualifying Transaction; “ Ankh FT Units ” means flow-through units of Ankh consisting of one Ankh Share and one Ankh FT Unit Warrant;

“ Ankh FT Unit Warrants ” means common share purchase warrants entitling the holder thereof to acquire one Ankh Share at a price of $0.20 per Ankh Share for a period of two years from the issuance date;

“ Ankh Interim Financial Statements ” means the unaudited condensed interim consolidated financial statements of Ankh as at and for the six months ended November 30, 2023, including the notes thereto;

“ Ankh IPO ” means the Ankh’s initial public offering of 10,000,000 Ankh Shares at a price of $0.10 per Ankh Share raising gross proceeds of $1,000,000, which closed on October 15, 2021;

“ Ankh MD&A ” means the MD&A for Ankh for the periods covered by the Ankh Financial Statements;

“ Ankh Option Plan ” means the current stock option plan of Ankh, which provides that the Board may, from time to time, in its discretion, and in accordance with Exchange requirements, grant to directors, officers, employees and consultants of Ankh, options to purchase Ankh Shares;

“ Ankh Options ” means the 1,562,000 options of Ankh, granted to the directors of Ankh under the Ankh Option Plan, each Ankh Option entitling the holder thereof to purchase one Ankh Share at an exercise price of $0.10 per share until October 15, 2026 in accordance with its terms;

“ Ankh Shareholder ” means a holder of Ankh Shares from time to time, and “ Ankh Shareholders ” means all of such holders;

“ Ankh Shares ” means the common shares in the capital of Ankh without par value;

“ Ankh Subco ” means Ankh’s wholly-owned subsidiary, 1415994 B.C. Ltd., a corporation incorporated by Ankh pursuant to the provisions of the BCBCA for the purposes of the Amalgamation;

“ Ankh Subco Shares ” means the common shares in the capital of Ankh Subco;

“ Associate ” when used to indicate a relationship with a Person, means: (a) an issuer of which the Person beneficially owns or controls, directly or indirectly, voting securities entitling him to more than 10% of the voting rights attached to all outstanding voting securities of the issuer, (b) any partner of the Person, (c) any trust or estate in which the Person has a substantial beneficial interest or in respect of which the Person serves as trustee or in a similar capacity, and (d) in the case of a Person who is an individual (i) that Person’s spouse or child, or (ii) any relative of that Person or of his spouse who has the same residence as that Person, but (e) where the Exchange determines that two Persons shall, or shall not, be deemed to be Associates with respect to a Member firm, Member corporation or holding company of a Member corporation, then such determination shall be determinative of their relationships in the application of Rule D.1.00 of the TSX Venture Exchange Rule Book and Policies with respect to that Member firm, Member corporation or holding company;

“ BCBCA ” means the Business Corporations Act (British Columbia), as from time to time amended or reenacted;

“ Big Kidd Option Agreement ” means the option agreement between Quetzal and South Atlantic Gold Inc. dated November 4, 2022, as amended on January 4, 2023 and February 28, 2023, pursuant to which Quetzal has a right to earn a 100% interest in the Big Kidd Property;

“ Big Kidd Property ” means the property known as the Big Kidd property, located in British Columbia, Canada and which is the subject of the Big Kidd Option Agreement;

“ Board ” means the board of directors of Ankh and, following the Amalgamation, the board of directors of the Resulting Issuer;

“ Certificate of Amalgamation ” means the certificate of amalgamation issued by the Registrar pursuant to Section 281 of the BCBCA following the filing of the Amalgamation Application;

“ Company ” unless specifically indicated otherwise, means a corporation, incorporated association or organization, body corporate, partnership, trust, association or other entity other than an individual;

“ Compensation Committee ” means the compensation committee anticipated to be constituted of the Resulting Issuer;

“ Completion of the Qualifying Transaction ” means the date the Final Exchange Bulletin is issued by the Exchange;

“ Consolidation ” means the consolidation of the Ankh Shares on a two old for one new basis;

“ Control Person ” means any Person or Company that holds or is one of a combination of Persons or Companies that holds a sufficient number of any of the securities of an issuer so as to affect materially the control of that issuer, or that holds more than 20% of the outstanding voting securities of an issuer except

where there is evidence showing that the holder of those securities does not materially affect the control of the issuer;

“ CPC ” or “ Capital Pool Company ” means a corporation or trust: (a) that has filed and obtained a receipt for a preliminary CPC prospectus from one or more of the Commissions in compliance with Exchange Policy 2.4, and (b) in regard to which the Final QT Exchange Bulletin has not yet been issued;

“ CPC Escrow Agreement ” means the escrow agreement dated as of August 27, 2021 entered into among Ankh, Odyssey (as escrow agent) and holders of CPC Escrowed Shares in accordance with Exchange Policy 2.4;

“ CPC Escrowed Shares ” means Ankh Shares escrowed under the CPC Escrow Agreement;

“ Cristinas Option Agreement ” means the option agreement among Quetzal, Charles Funk, Comercializadora y Distribuidora en Minería High Valley, S.A. DE C.V. and Francisco Javier Andujo Tarango dated April 20, 2023 pursuant to which Quetzal has a right to acquire all of the issued and outstanding shares of Polaris Resources, S.A. de C.V.;

“ Cristinas Property ” means the property known as the Cristinas copper property, located in Chihuahua, Mexico and which is the subject of the Cristinas Option Agreement;

“ DOT Option Agreement ” means the option agreement between Quetzal and 1390120 BC Ltd. dated February 17, 2023 pursuant to which Quetzal has a right to earn a 100% interest in the DOT Property;

“ DOT Property ” means the property known as the DOT Matrix property, located in British Columbia, Canada and which is the subject of the DOT Option Agreement;

“ Effective Date ” means the effective date of the Amalgamation as set forth in the Certificate of Amalgamation issued to Amalco;

“ Exchange ” means the TSX Venture Exchange Inc.;

“ Exchange Listing ” means listing on the Exchange of the Resulting Issuer Shares issuable upon Completion of the Qualifying Transaction;

“ Exchange Policy 2.4 ” means Policy 2.4 - Capital Pool Companies of the Manual;

“ Exchange Policy 5.4 ” means Policy 5.4 – Escrow, Vendor Consideration and Resale Restrictions of the Manual;

“ Filing Statement ” means this filing statement, together with all appendices attached hereto and including the summary hereof;

“ Final Exchange Bulletin ” means the Exchange bulletin which is issued following the closing of the Qualifying Transaction and the submission of all required documentation and that evidences the final Exchange acceptance of the Qualifying Transaction;

“ Insider ” if used in relation to an issuer, means: (a) a director or senior officer of the issuer; (b) a director or senior officer of a Company that is an Insider or subsidiary of the issuer; (c) a Person that beneficially owns or controls, directly or indirectly, voting shares carrying more than 10% of the voting rights attached to all outstanding voting shares of the issuer; or (d) the issuer itself if it holds any of its own securities;

“ IPO Agency Agreement ” means the Agency Agreement dated August 27, 2021 between Ankh and PI Financial, as agent for the Ankh IPO;

“ Letter of Intent ” means the letter of intent signed by Ankh and Quetzal on February 22, 2023, which sets out the proposed terms and conditions of the Transaction;

“ Manual ” means the Corporate Finance Manual of the Exchange;

“ MD&A ” means management’s discussion and analysis;

“ Name Change ” means the change of name of Ankh to “Quetzal Copper Corp.”, or such other name as acceptable to Ankh, Quetzal and applicable regulatory authorities;

“ Named Executive Officer ” means each of the following individuals: (i) the Chief Executive Officer of a Company; (ii) the Chief Financial Officer of a Company; (iii) each of the three most highly compensated executive officers of a Company, including any of its subsidiaries, or the three most highly compensated individuals acting in a similar capacity, other than the Chief Executive Officer and Chief Financial Officer, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000 for that financial year; and (iv) each individual who would be a Named Executive Officer under paragraph (iii) but for the fact that the individual was neither an executive officer of the Company or its subsidiaries, nor acting in a similar capacity, at the end of that financial year;

“ NI 43-101 ” means National Instrument 43-101 - Standards of Disclosure for Mineral Projects of the Canadian Securities Administrators;

“ Non-Arm’s Length Party ” means (a) in relation to a Company (i) a Promoter, officer, director, other Insider or Control Person of that Company and any Associates or Affiliates of any of such Persons, or (ii) another entity or an Affiliate of that entity, if that entity or its Affiliate have the same Promoter, officer, director, Insider or Control Person as the Company, and (b) in relation to an individual, any Associate of the individual or any Company of which the individual is a Promoter, officer, director, Insider or Control Person;

“ Non-Arm’s Length Qualifying Transaction ” means a proposed Qualifying Transaction where the same party or parties or their respective Associates or Affiliates are Control Persons in both the CPC and in relation to the Significant Assets which are to be the subject of the proposed Qualifying Transaction;

“ NSR ” means net smelter returns;

“ Option Agreement ” means the option agreement between Quetzal and the Optionor dated April 29, 2022, as amended on December 5, 2023, pursuant to which Quetzal has a right to earn an 80% interest in the Property;

“ Optionor ” means Princeton Copper Corp.;

“ Person ” means a Company or individual;

“ PI Financial ” means PI Financial Corp.;

“ Principal ” has the meaning ascribed to it in section 1.2 of Exchange Policy 1.1 Interpretation ;

“ Property ” means the property known as the Princeton copper property, located in British Columbia, Canada and which is the subject of the Option Agreement;

“ Qualified Person ” means Sean Butler, an independent “Qualified Person” as defined in NI 43-101;

“ Qualifying Transaction ” means a transaction where a CPC acquires Significant Assets other than cash, by way of purchase, amalgamation, merger or arrangement with another Company or by other means;

“ Quetzal ” means Quetzal Copper Limited, a corporation existing under the laws of British Columbia;

“ Quetzal Audited Financial Statements ” means the audited financial statements of Quetzal for the period from the date of incorporation (April 29, 2021) to December 31, 2021 and for the financial year ended December 31, 2022, including the notes thereto and the report of Quetzal’s auditors thereon;

“ Quetzal Board ” means the board of directors of Quetzal;

“ Quetzal Financial Statements ” means, collectively, the Quetzal Audited Financial Statements and the Quetzal Interim Financial Statements;

“ Quetzal Financing ” means the private placement of Units and FT Units for gross proceeds of $1,500,767.35 completed by Quetzal in multiple tranches;

“ Quetzal FT Unit Warrants ” means common share purchase warrants entitling the holder thereof to acquire one Quetzal Share at a price of $0.45 per Quetzal Share for a period of two years from the issuance date, which were issued in connection with the Quetzal Financing;

“ Quetzal Interim Financial Statements ” means the unaudited condensed interim financial statements of Quetzal as at and for the nine months ended September 30, 2023, including the notes thereto;

“ Quetzal MD&A ” means the MD&A for Quetzal for the periods covered by the Quetzal Financial Statements;

“ Quetzal Options ” means the options to purchase Quetzal Shares which are issued and outstanding immediately prior to the Effective Date;

“ Quetzal Shareholder ” means a holder of Quetzal Shares from time to time, and “ Quetzal Shareholders ” means all of such holders;

“ Quetzal Shareholders’ Meeting ” means the special meeting of the Quetzal Shareholders held on December 18, 2023 for the purpose of having the Quetzal Shareholders approve the Amalgamation Agreement and the Amalgamation;

“ Quetzal Shares ” means the common shares in the capital of Quetzal, as presently constituted on the date hereof;

“ Quetzal Unit Warrants ” means common share purchase warrants entitling the holder thereof to acquire one Quetzal Share at a price of $0.40 per Quetzal Share for a period of two years from the issuance date, which were issued in connection with the Quetzal Financing;

“ Quetzal Warrants ” means common share purchase warrants entitling the holder thereof to acquire one Quetzal Share;

“ Registrar ” means the Registrar of Companies appointed under the BCBCA;

“ Related Party Transaction ” has the meaning ascribed to that term under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions adopted by the Ontario Securities Commission and includes a transaction that is determined by the Exchange to be a Related Party Transaction under Exchange Policy 5.9 Protection of Minority Security Holders in Special Transactions;

“ Resulting Issuer ” means the issuer (i.e., Ankh) that was formerly a CPC that exists upon issuance of the Final Exchange Bulletin;

“ Resulting Issuer Option Plan ” means the stock option plan to be adopted by the Resulting Issuer upon completion of the Transaction;

“ Resulting Issuer Shares ” means the Ankh Shares following completion of the Transaction;

“ Significant Assets ” means one or more assets or businesses which, when purchased, optioned or otherwise acquired by the CPC, together with any other concurrent transactions would result in the CPC meeting the initial listing requirements of the Exchange;

“ SSRRs ” means seed share resale restrictions under Exchange Policy 5.4;

“ Subdivision ” means the subdivision of the Quetzal Shares on a one old for three new basis that was completed on May 31, 2023;

“ Surplus Securities ” means the Resulting Issuer Shares escrowed under the Surplus Security Escrow Agreement in accordance with Exchange Policy 5.4;

“ Surplus Security Escrow Agreement ” means an escrow agreement on Exchange Form 5D to which Surplus Securities will be subject;

“ Target Company ” means a Company to be acquired by the CPC as its Significant Asset pursuant to a Qualifying Transaction;

“ Technical Report ” means the NI 43-101 technical report entitled “Technical Report on the Princeton Copper Property” dated August 25, 2023 prepared by the Qualified Person;

“ Transaction ” means the business combination between Ankh and Quetzal whereby Ankh will acquire Quetzal by way of the Amalgamation, and which will constitute the Qualifying Transaction of Ankh pursuant to Exchange Policy 2.4;

“ Value Securities ” means the Resulting Issuer Shares escrowed under the Value Security Escrow Agreement in accordance with Exchange Policy 5.4; and

“ Value Security Escrow Agreement ” means an escrow agreement on Exchange Form 5D to which Value Securities will be subject.

SUMMARY OF FILING STATEMENT

The following is a summary of information relating to Ankh, Ankh Subco, Quetzal, the Property and the Resulting Issuer (assuming completion of the Transaction) and should be read together with the more detailed information and financial data and statements contained elsewhere in this Filing Statement. Reference is made to the Glossary for the definitions of certain abbreviations and terms used in this Filing Statement and in this summary.

This Filing Statement is being prepared in accordance with Exchange Policy 2.4 and Form 3B2 – Information Required in a Filing Statement for a Qualifying Transaction of the Manual, in connection with the Transaction.

The Companies

Ankh

Ankh was incorporated on November 30, 2020 pursuant to the BCBCA. The registered and head office of Ankh is located at 1040 West Georgia Street, Suite 1500, Vancouver, British Columbia, V6E 4H1.

Ankh completed the Ankh IPO on October 15, 2021 and commenced trading on the Exchange on October 19, 2021. Ankh currently has outstanding 15,620,000 Ankh Shares, 1,562,000 Ankh Options and 1,000,000 Ankh Agent Options.

Ankh is a reporting issuer in the provinces of British Columbia, Alberta, Saskatchewan and Ontario. Ankh Shares are listed on the Exchange under the trading symbol “ANKH.P”.

Ankh Subco

Ankh Subco is a private company incorporated on May 12, 2023 pursuant to the BCBCA. Ankh Subco is a wholly-owned subsidiary of Ankh and was incorporated for the purposes of completing the Amalgamation.

Quetzal

Quetzal was incorporated on April 29, 2021 pursuant to the BCBCA. Quetzal’s head office is located at Suite 1723, 595 Burrard Street, Vancouver, British Columbia V7X 1J1. Quetzal’s registered office is located at Suite 401, 353 Water Street, Vancouver, British Columbia Canada V6B 1B8.

Quetzal is focused on the development of the Property located in British Columbia.

Quetzal currently has outstanding 27,266,562 Quetzal Shares, 2,139,015 Quetzal Options and 2,947,800 Quetzal Warrants.

Quetzal is not a reporting issuer in any jurisdiction of Canada and no public market exists for the Quetzal Shares.

The Properties

The Property consists of sixty mineral claims, located near the town of Princeton, British Columbia. The Property is the “Qualifying Property” and a “Principal Property” for purposes of Exchange policies and considered “material” for purposes of NI 43-101.

The Big Kidd Property consists of four mineral claims located near the town of Princeton, British Columbia. The DOT Property consists of one mineral claim located near the town of Princeton, British Columbia. The Big Kidd Property and DOT Property are not a “Principal Property” for purposes of Exchange policies or considered “material” for purposes of NI 43-101.

The Transaction

Amalgamation

The Transaction will be affected in accordance with the Amalgamation Agreement, a copy of which has been filed under Ankh’s profile on SEDAR+ at www.sedarplus.ca as a material document.

Pursuant to the Amalgamation Agreement, Ankh will acquire all of the outstanding securities of Quetzal via the amalgamation of Ankh Subco, a wholly owned subsidiary of Ankh incorporated solely for the purposes of completing the Amalgamation, with Quetzal pursuant to Section 269 of the Act.

The Amalgamation will become effective on the date the Certificate of Amalgamation is issued in respect of the Amalgamation by the Registrar under the BCBCA. In accordance with the Amalgamation Agreement, rather than receiving securities of Amalco pursuant to the Amalgamation, the security holders of Quetzal will each receive securities of the Resulting Issuer.

Under the terms of the Amalgamation Agreement, the Transaction will be completed by way of a three corned amalgamation under the BCBCA, whereby:

Ankh Subco will amalgamate with and into Quetzal, with Amalco becoming a wholly owned subsidiary of the Resulting Issuer;
each Quetzal Share shall be exchanged for 1.0979668 Resulting Issuer Shares at a deemed price of $0.20 per Resulting Issuer Share; and
each Ankh Subco Share shall be converted into one Amalco Share.

Concurrently with closing of the Transaction, Ankh is expected to complete the Consolidation and the Name Change.

It is expected that an aggregate of 29,937,782 Resulting Issuer Shares will be issued to Quetzal Shareholders pursuant to the Transaction. An additional 299,378 Resulting Issuer Shares are expected to be issued to PI Financial pursuant to the Finder’s Fee Agreement at a deemed price of $0.20 per Resulting Issuer Share. In addition, 2,348,567 Resulting Issuer options exercisable at $0.05, and 3,236,586 Resulting Issuer, exercisable at either $0.36 or $0.41, respectively, will be issued to replace outstanding Quetzal Options and Quetzal Warrants.

Quetzal Financing

A condition precedent to the closing of the Transaction is Quetzal having completed the Quetzal Financing.

On September 19, 2023, Quetzal completed the initial tranche of the Quetzal Financing pursuant to which it issued 1,090,095 units (each, a “ Unit ”) and 416,667 flow-through units (each, an “ FT Unit ”). On October 26, 2023, Quetzal completed the second tranche of the Quetzal Financing pursuant to which it issued 766,938 Units. On December 22, 2023, Quetzal completed the third tranche of the Quetzal Financing pursuant to which it issued 3,295,612 Units and 216,667 FT Units. On January 5, 2024, Quetzal completed the final tranche of the Quetzal Financing pursuant to which it issued 90,424 Units. Each Unit was issued

at a price of $0.25 per Unit and consisted of one Quetzal Share and one-half of a Quetzal Unit Warrant. Each FT Unit was issued at a price of $0.30 per FT Unit and consisted of one Quetzal Share and one-half of a Quetzal FT Unit Warrant. The Quetzal Share and Quetzal FT Unit Warrant comprising of the FT Unit qualified as “flow-through shares” as defined in the Income Tax Act (Canada).

Amounts reflected above are prior to taking into account the exchange ratio of 1.0979668 (the “ Exchange Ratio ”). Taking into account the Exchange Ratio, the Quetzal Financing results in: (i) 5,756,716 Units being issued at an adjusted post-Exchange Ratio price of $0.23, with each Quetzal Unit Warrant entitling the holder to acquire an additional common share at $0.36 per share; and (ii) 695,380 FT Units at an adjusted post-Exchange Ratio price of $0.27, with each Quetzal FT Unit Warrant entitling the holder to acquire an additional common share at $0.41 per share.

Ankh Financing

On November 15, 2023, Ankh announced the Ankh Financing, pursuant to which Ankh expects to issue 2,400,000 Ankh FT Units at a price of $0.10 per Ankh FT Unit for minimum gross proceeds of $240,000. The Ankh Financing is to be completed concurrently with the completion of the Qualifying Transaction. Securities expected to be issued pursuant to Ankh Financing are on a pre-Consolidation basis. Ankh expects to pay a cash finder’s fee equal to 10% of the gross proceeds raised pursuant to the Ankh Financing and issue finder’s warrants equal to 10% of the Ankh FT Units issued pursuant to the Ankh Financing which will have the same terms as the Ankh FT Unit Warrants.

Directors and Executive Officers

Upon Closing, the directors and executive officers of the Resulting Issuer are expected to be as follows:

Name	Title
Matthew Badiali	Chief Executive Officer and Director
Dilshan Anthony	Chief Financial Officer
Jennifer Hanson	Corporate Secretary
Chris Lloyd	Vice-President,Exploration
BarryCoughlan	Director
John Fraser	Director

For additional information, please see the discussion under “Information Concerning the Resulting Issuer - Directors and Officers”.

Arm’s Length Transaction

The Transaction is not a Non-Arm’s Length Qualifying Transaction.

Available Funds and Principal Purposes

The following funds are expected to be available to the Resulting Issuer:

Funds Available	Amount
Ankh workingcapital as atJanuary31,2024	$683,133
Quetzal workingcapital asJanuary31,2024	$612,359
Net Proceeds of the Ankh Financing	$216,000
Total	$1,511,492.00

The following table sets forth the principal purposes for which the estimated funds available to the Resulting Issuer will be used and the current estimated amounts to be used for each such principal purpose:

Use of Funds Available	Amount
General And Administration	$362,340
Phase 1 PropertyExploration	$410,000
Paymentspursuant to Option Agreement	$120,000
Paymentspursuant to otherpropertyagreements	$275,000
Unallocated workingcapital(1)	$344,152
Total	$1,511,492.00

Notes:

(1) Possible uses of the unallocated working capital: to fund ongoing operations; future due diligence of other mining claims/concessions; and other uses as may be necessary.

The Resulting Issuer intends to spend the funds available to it as stated in this Filing Statement. However, there may be circumstances where, for sound business reasons, a reallocation of the funds may be necessary. The amounts set forth above may increase if we are required to carry out due diligence investigations in regards to any prospective investment or business opportunity, or if the costs of the Filing Statement or Listing, or negotiating an applicable transaction, are greater than anticipated. See “Funds Available and Use of Funds Available”.

Selected Pro Forma Consolidated Financial Information

The following sets out selected pro forma financial information of the Resulting Issuer. This table should be read in conjunction with the unaudited pro forma consolidated balance sheet of the Resulting Issuer included in this Filing Statement as Appendix D.

Item	Amount
Total Assets	$4,160,290
Total Liabilities	$356,148
Shareholders’ Equity	$3,804,142

Exchange Listing and Market Price

The Ankh Shares were listed on the Exchange on October 15, 2021, with trading commencing on the Exchange on October 19, 2021 under the trading symbol “ANKH.P”. The Ankh Shares were halted from trading on May 10, 2022 in connection with the announcement of the HR LOI (as defined below). The Ankh Shares have not recommenced trading since such date. The last trading price of the Ankh Shares on the Exchange was $0.09 per Ankh Share on May 9, 2022.

No public market exists for any securities of Quetzal.

The Ankh Shares are currently listed under Tier 2 on the Exchange. The Exchange has provided conditional acceptance of the listing of the Resulting Issuer Shares under Tier 2 on the Exchange upon the completion of the Transaction. Such listing is subject to the Resulting Issuer fulfilling all of the listing requirements of the Exchange.

Conflicts of Interest

Other than as disclosed below, as of the date of this Filing Statement and to the knowledge of the directors and officers of Ankh and Quetzal, there are no existing conflicts of interest between the Resulting Issuer and any of the individuals proposed for appointment as directors or officers following the completion of the Transaction.

For additional information, please see the discussion under “Conflicts of Interest”.

Risk Factors

AN INVESTMENT IN SECURITIES OF ANKH AND, FOLLOWING THE COMPLETION OF THE TRANSACTION, THE RESULTING ISSUER IS HIGHLY SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK AND SHOULD ONLY BE MADE BY INVESTORS WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT.

The Resulting Issuer’s business, being the exploration and development of the Property, is speculative and involves a high degree of risk. The risk factors listed below could materially affect the Resulting Issuer’s financial condition and/or future operating results, and could cause actual events to differ materially from those described in forward-looking statements made by or relating to the Resulting Issuer.

For additional information, please see the discussion under “Risk Factors”.

Conditional Acceptance of the Exchange

The Exchange has conditionally accepted the Transaction subject to Ankh fulfilling all of the requirements of the Exchange.

INFORMATION CONCERNING ANKH

The following information is presented on a pre-Transaction basis and prior to giving effect to any of the Transaction. Please see the discussion under “Information Concerning the Resulting Issuer” for pro forma business, financial and share capital information relating to the Resulting Issuer.

Corporate Structure

Name and Incorporation

Ankh was incorporated on November 30, 2020 pursuant to the BCBCA. The registered and head office of Ankh is located at 1040 West Georgia Street, Suite 1500, Vancouver, British Columbia, V6E 4H1.

Intercorporate Relationships

On May 12, 2023, Ankh incorporated Ankh Subco pursuant to the provisions of the BCBCA for the purposes of the Amalgamation. Ankh Subco is a direct, wholly-owned subsidiary of Ankh.

General Development of the Business

On October 15, 2021, Ankh completed the Ankh IPO and issued 10,000,000 Ankh Shares at $0.10 per share for gross proceeds of $1,000,000. The Ankh Shares were listed on the Exchange as a “capital pool company” under the stock symbol “ANKH.P” at market opening on October 15, 2021 and commenced trading on October 19, 2021.

Pursuant to the IPO Agency Agreement, Ankh appointed PI Financial as its agent for the Ankh IPO and, upon completion of the Ankh IPO, paid a 10% cash commission of $100,000 and issued the Ankh Agent Options. The Ankh Agent Options are exercisable for a total of 1,000,000 Ankh Shares at $0.10 per share until October 15, 2026.

On May 10, 2022, Ankh entered into a non-binding letter of intent (the “ HR LOI ”) with Home Run Oil & Gas Inc. (“ Home Run ”) to explore the viability of completing a business combination or other similarly structured transaction with Home Run. The Ankh Shares were halted from trading on the Exchange in connection with the announcement of the HR LOI. On November 8, 2022, Ankh announced that the HR LOI had expired and that Ankh would pursue other transactions. The Ankh Shares did not recommence trading after the lapse of the HR LOI.

On February 22, 2023, Ankh and Quetzal entered into the Letter of Intent pursuant to which the arms’ length parties agreed to effect a business combination. The Ankh Shares remained halted from trading on the Exchange.

On May 15, 2023, Ankh, Ankh Subco and Quetzal entered into the Amalgamation Agreement providing for, among other things, the Transaction. For a description of the Amalgamation Agreement, see the discussion under “The Transaction - Amalgamation Agreement”.

To date, Ankh has not carried on any operations other than identifying and evaluating opportunities for the acquisition of an interest in assets or businesses with a view to completing a Qualifying Transaction and, once identified and evaluated, negotiating an acquisition or participation in such assets or businesses. The Transaction, when completed, will be Ankh’s Qualifying Transaction.

Ankh Financing

The Transaction

Amalgamation

The Transaction will be affected in accordance with the Amalgamation Agreement, a copy of which has been filed under Ankh’s profile on SEDAR+ at www.sedarplus.ca as a material document.

Under the terms of the Amalgamation Agreement, the Transaction will be completed by way of a three corned amalgamation under the BCBCA, whereby:

Ankh Subco will amalgamate with and into Quetzal, with Amalco becoming a wholly owned subsidiary of the Resulting Issuer;
each Quetzal Share shall be exchanged for 1.0979668 Resulting Issuer Shares at a deemed price of $0.20 per Resulting Issuer Share; and
each Ankh Subco Share shall be converted into one Amalco Share.

It is expected that an aggregate of 29,937,782 Resulting Issuer Shares will be issued to Quetzal Shareholders pursuant to the Transaction. In addition, 2,348,567 Resulting Issuer options exercisable at $0.05, and 3,236,586 Resulting Issuer, exercisable at either $0.36 or $0.41, respectively, will be issued to replace outstanding Quetzal Options and Quetzal Warrants.

In connection with the Transaction, Ankh entered into a finder’s fee agreement with PI Financial (the “ Finder’s Fee Agreement ”). Pursuant to the Finder’s Fee Agreements, Ankh has agreed to issue such number of Resulting Issuer Shares to PI Financial as is equal to 1% of the Resulting Issuer Shares that are issued to the Quetzal Shareholders. An additional 299,378 Resulting Issuer Shares are expected to be issued to PI Financial pursuant to the Finder’s Fee Agreement at a deemed price of $0.20 per Resulting Issuer Share.

Concurrently with closing of the Transaction, Ankh is expected to complete the Consolidation and the Name Change.

Completion of the Transaction is subject to satisfaction of a number of conditions precedent, including, but not limited to, receipt of the approval of the Exchange, the requisite approval of the Quetzal Shareholders of the Amalgamation; completion of the Consolidation; completion of the Subdivision; and completion of the Quetzal Financing. The Amalgamation Agreement may be terminated: (i) by mutual agreement in writing by the parties; (ii) in the event that the Effective Date has not occurred by August 1, 2023; or (iii) if either Ankh or Quetzal fails to meet any conditions precedent as set forth in the Amalgamation Agreement at any time prior to the Effective Date.

The Transaction does not constitute a Non-Arm’s Length Qualifying Transaction.

The foregoing summary of the Amalgamation Agreement is qualified in its entirety by reference to the full version of the Amalgamation Agreement.

Bridge Loan

On June 1, 2023, Ankh advanced Quetzal $200,000 by way of a secured bridge loan (the “ Bridge Loan ”) at an annual interest rate of 8%. The Bridge Loan will be forgiven by Ankh upon completion of the Transaction. The Bridge Loan is repayable within six months of termination of the Amalgamation Agreement in accordance with its terms if the Transaction is not completed. Quetzal will use the Bridge Loan for working capital and general corporate purposes.

Quetzal Financing

A condition precedent to the closing of the Transaction is Quetzal having completed the Quetzal Financing.

On September 19, 2023, Quetzal completed the initial tranche of the Quetzal Financing pursuant to which it issued, on a non-brokered basis, 1,090,095 Units and 416,667 FT Units. On October 26, 2023, Quetzal completed the second tranche of the Quetzal Financing pursuant to which it issued 766,938 Units. On December 22, 2023, Quetzal completed the third tranche of the Quetzal Financing pursuant to which it issued 3,295,612 Units and 216,667 FT Units. On January 5, 2024, Quetzal completed the final tranche of the Quetzal Financing pursuant to which it issued 90,424 Units. Each Unit was issued at a price of $0.25 per Unit and consisted of one Quetzal Share and one-half of a Quetzal Unit Warrant. Each FT Unit was issued at a price of $0.30 per FT Unit and consisted of one Quetzal Share and one-half of a Quetzal FT Unit Warrant. The Quetzal Share and Quetzal FT Unit Warrant comprising of the FT Unit qualified as “flow-through shares” as defined in the Income Tax Act (Canada). Aggregate gross proceeds of the Quetzal Financing were $1,500,767.35.

In connection with the Unit portion of the Quetzal Financing, Quetzal paid a cash finders fee of $2,400 and issued 9,600 (pre-Exchange Ratio) common share purchase warrants to certain finders. Such warrants are exercisable to acquire Quetzal Shares at $0.40 for a period of two years.

Quetzal Shareholders’ Meeting

Pursuant to the Amalgamation Agreement, Quetzal held the Quetzal Shareholders’ Meeting on December 18, 2023. Quetzal Shareholders holding 19.82% of the issued and outstanding Quetzal Shares represented

at the Quetzal Shareholders’ Meeting unanimously voted in favour of the Amalgamation Agreement and the Amalgamation.

Ankh Shareholders are not required to approve the Transaction.

TSX Venture Conditional Acceptance

Ankh has received conditional acceptance of the Exchange for the completion of the Transaction. Final acceptance of the Exchange is subject to Ankh fulfilling all of the requirements for final acceptance of the Exchange. There can be no assurance that Ankh will be able to satisfy the requirements of the Exchange.

Selected Financial Information

A summary of selected financial information of Ankh from the Ankh Financial Statements is set out below and should be read in conjunction with the Ankh Financial Statements attached hereto as Appendix B:

	For the six- months ended November 30, 2023 (Unaudited)	For the year ended May 31, 2023 (Audited)	For the year ended May 31, 2022 (Audited)
Total Assets	$894,933	$945,413	$1,046,376
Total Liabilities	$27,475	$34,797	$25,522
Shareholders’ Equity	$867,458	$910,616	$1,020,854
Deficit	$(395,924)	$(352,766)	$(242,528)

Management’s Discussion and Analysis

The Ankh MD&A is attached to this Filing Statement as Appendix B. The Ankh MD&A is a review of how Ankh performed during the period covered by the Ankh Financial Statements and of Ankh’s financial condition and future prospects. The Ankh MD&A complements and supplements the Ankh Financial Statements and should be read in conjunction with the Ankh Financial Statements.

Description of Securities

Ankh will be distributing Ankh Shares in connection with the Transaction. Ankh is authorized to issue an unlimited number of Ankh Shares.

The holders of Ankh Shares are entitled, subject to the rights, privileges, restrictions and conditions attached to any preferred share, to dividends if, as and when declared by the directors, to one vote per share at meetings of the holders of Ankh Shares and, subject to the rights, privileges, restrictions and conditions attached to any preferred share, upon liquidation, to receive such assets of Ankh as are distributable to the holders of the Ankh Shares. Ankh has no preferred shares outstanding.

Stock Option Plan

Ankh has adopted the Ankh Option Plan in accordance with the policies of the Exchange which provides that the Board may from time to time, in its discretion, grant to directors, officers, employees and consultants non-transferable options to purchase Ankh Shares, provided that the number of Ankh Shares reserved for issuance under the Ankh Option Plan shall not exceed 10% of the issued and outstanding Ankh Shares. In addition, the number of Ankh Shares reserved for issuance to any one Person shall not exceed 5% of the issued and outstanding Ankh Shares, the number of Ankh Shares reserved for issuance to any one consultant will not exceed 2% of the issued and outstanding Ankh Shares in any 12-month period and the number of Ankh Shares reserved for issuance to all consultants and employees conducting Investor Relations Activities (as such term is defined by the Exchange will not exceed 2% of the issued and outstanding Ankh Shares in any 12-month period.

However, other than in connection with a Qualifying Transaction, during the time that Ankh is a CPC, the aggregate number of Ankh Shares issuable upon exercise of all options granted under the Ankh Option Plan cannot exceed 1,562,000 Ankh Shares (being 10% of the number of issued and outstanding Ankh Shares at closing of the Ankh IPO).

The Board determines the price per Ankh Share and the number of Ankh Shares which may be allotted to each director, officer, employee and consultant and all other terms and conditions of the option, subject to the rules of the Exchange. Options are exercisable for a period of up to ten years. If the holder ceases to be a director, officer, employee or consultant of Ankh, such holder’s options must also be exercised within the later of: (i) 12 months after the Completion of the Qualifying Transaction; and (ii) 90 days from the date of termination of employment or cessation of position with Ankh, other than by reason of death.

The price per Ankh Share set by the Board shall not be less than the last closing price of the Ankh Shares on the Exchange prior to the date on which such option is granted, less the applicable discount permitted (if any) by the Exchange. If prior to the exercise of an option, the holder ceases to be a director, officer, employee or consultant of Ankh, or its subsidiary, the option of the holder shall be limited to the number of Ankh shares purchasable by the holder immediately prior to the time of the holder’s cessation of office or employment and the holder will have no right to purchase any other Ankh Shares.

Any Ankh Shares acquired pursuant to the exercise of Ankh Options prior to the Completion of the Qualifying Transaction must be deposited into escrow subject to the CPC Escrow Agreement. See “Information Concerning the Resulting Issuer - Escrowed Securities - CPC Escrow Agreement.

Pursuant to the Ankh Option Plan, Ankh granted the following Ankh Options on October 15. 2021:

Name	# of Options	Exercise Price	Expiry Date
Roger E. Milad	520,667	$0.10	October 15,2026
BarryCoughlan(1)	520,667	$0.10	October 15,2026
Richard Skeith	520,666	$0.10	October 15,2026

Note:

(1) Mr. Coughlan’s shares are held by TBC Venture Ltd.

Prior Sales

During the 12-month period before the date of this Filing Statement, Ankh has not issued any Ankh Shares or securities that are convertible or exchangeable into Ankh Shares.

Finder’s Fee

In connection with the entering into of the Letter of Intent, Ankh entered into a finder’s fee agreement with PI Financial (the “ Finder’s Fee Agreement ”). Pursuant to the Finder’s Fee Agreements, Ankh has agreed to issue such number of Resulting Issuer Shares to PI Financial as is equal to 1% of the Resulting Issuer Shares that are issued to the Quetzal Shareholders. An aggregate of 299,378 Resulting Issuer Shares are expected to be issued to PI Financial pursuant to the Finder’s Fee Agreement at a deemed price of $0.20 per Resulting Issuer Share.

Stock Exchange Price

The Ankh Shares commenced trading on the Exchange on October 19, 2021 under the trading symbol “ANKH.P”. The Ankh Shares were halted from trading on May 10, 2022 in connection with the announcement of the HR LOI. The Ankh Shares have not recommenced trading since such date. The following table sets out trading information for the Ankh Shares for the periods indicated as reported by the Exchange:

Period	High	Low	Volume
October 19, 2021 to October 31, 2021	$0.10	$0.10	Nil
November 1, 2021 to November 30, 2021	$0.10	$0.10	10,000
December 1, 2021 to December 31, 2021	$0.10	$0.10	Nil
January1, 2022 to January31, 2022	$0.10	$0.10	Nil
February1, 2022 to February28, 2022	$0.10	$0.10	60,000
March 1, 2022 to March 31, 2022	$0.09	$0.09	40,000
April 1, 2022 to April 30, 2022	$0.095	$0.095	72,500
May1, 2022 to May10, 2022(1)	$0.095	$0.09	50,000

Note:

(1) The Ankh Shares were halted from trading on May 10, 2022 in connection with the announcement of the HR LOI. The Ankh Shares have not recommenced trading since such date.

Arm’s Length Transactions

The Transaction does not constitute a Non-Arm’s Length Qualifying Transaction.

Legal Proceedings

There are no legal proceedings material to Ankh to which Ankh is, or has been, a party or of which any of its property is, or has been, the subject matter. Additionally, to the knowledge of Ankh, there are no such proceedings contemplated.

Auditor, Transfer Agent and Registrar

The auditor of Ankh is Baker Tilly WM LLP, Chartered Professional Accountants, of 900 – 400 Burrard Street, Vancouver, British Columbia, V6C 3B7.

The transfer agent and registrar for the Ankh Shares is Odyssey Trust Company, having a principal address at Traders Bank Building 702, 67 Yonge Street, Toronto, Ontario, M5E 1J8.

Material Contracts

The following are material contracts, other than contracts entered in the ordinary course of business, entered into by Ankh:

(a) CPC Escrow Agreement. See “Information Concerning the Resulting Issuer – Escrowed Securities – CPC Escrow Agreement.
(b) IPO Agency Agreement. See “General Development of the Business - History”.
(c) Amalgamation Agreement. See “The Transaction - Amalgamation Agreement”.

Copies of these materials contracts are publicly available under Ankh’s SEDAR+ profile at www.sedarplus.ca.

INFORMATION CONCERNING QUETZAL

The following information has been provided by Quetzal and presented on a pre-Transaction basis. Please see the discussion under “Information Concerning the Resulting Issuer” for pro forma business, financial and s hare capital information relating to the Resulting Issuer following the Transaction.

Corporate Structure

Name and Incorporation

Quetzal was incorporated on April 29, 2021 pursuant to the BCBCA. Quetzal’s head office is located atSuite 1723, 595 Burrard Street, Vancouver, British Columbia V7X 1J1. Quetzal’s registered office is located at Suite 401, 353 Water Street, Vancouver, British Columbia Canada V6B 1B8.

Intercorporate Relationships

Quetzal does not have any subsidiaries.

General Development of the Business

Quetzal is engaged in the acquisition, exploration and development of mineral properties in British Columbia and Mexico. Quetzal currently has a portfolio of one material property, the Property. Its current

focus is to conduct the proposed exploration program on the Property as more particularly set out in the Technical Report.

In addition, Quetzal continues to identify and potentially acquire additional property interests and conduct exploration and evaluation to assess their potential. In this regard, Quetzal has entered into the Big Kidd Option Agreement and the DOT Option Agreement.

History

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

Sought rights to a mineral exploration property and entered into the Option Agreement in respect of the Property;
Entered into the Big Kidd Option Agreement and the DOT Option Agreement;
Recruited directors and officers with the skills required to operate a publicly listed mineral exploration company;
Raised aggregate gross proceeds of $2,115,452.25 in various private placement financings. The funds raised have provided sufficient capital to carry on Quetzal’s business to date, including exploration programs, tenement and mining license fees, technical, legal and commercial consultancy fees, acquisition costs and general administration;
Engaged geological consultants, auditors and legal counsel;
Undertaken technical due diligence on prospective mineral projects; and
Completed the Subdivision.

Property

The Property consists of sixty mineral claims located near the town of Princeton, British Columbia.

The Property is the “Qualifying Property” and a “Principal Property” for purposes of Exchange policies and considered “material” for purposes of NI 43-101.

On April 29, 2022 (the “ Execution Date ”), Quetzal entered into the Option Agreement with the Optionor, pursuant to which Quetzal was granted an option (the “ Option ”) to earn up to an 80% interest in the Property.

The Option Agreement provides that in order to exercise the Option, Quetzal must:

issue 500,000 Quetzal Shares to the Optionor within 30 business days of the Execution Date (issued);
pay the Optionor $120,000 within 45 business days of the Execution Date (paid);
issue 1,100,000 Quetzal Shares to the Optionor within two years of the Execution Date;
issue 2,250,000 Quetzal Shares to the Optionor within four years of the Execution Date;

incur expenditures of not less than $1,000,000 prior to June 30, 2025 and then in each annual period thereafter until April 29, 2030;
incur aggregate expenditures of not less than $15,000,000 during the period ending on April 26, 2030
complete a feasibility study prior to April 29, 2030;
fulfill all obligations of the Optionor pursuant to an underlying option agreement the Optionor has entered into with Wild West Gold Corp. related to the Property, which consists of:
paying Wild West Gold Corp. $1,500,000 in accordance with the following schedule
- $5,000 on July 27, 2018 (paid by the Optionor);
- $45,000 on or before July 31, 2018 (paid by the Optionor);
- $10,000 every month commencing on August 1, 2018 and ending on June 1, 2028 (all amounts due to date have been paid; the aggregate amount paid by Quetzal to date is $160,000);
- $260,000 on July 1, 2028;
incurring minimum expenditures to keep the Property in good standing;
granting Wild West Gold Corp. a 2% net smelter return royalty on the Property, half of which can be repurchased by the Optionor for $1,000,000 (over which Quetzal has a first right of repurchase).

Upon exercise of the Option, Quetzal and the Optionor will enter into a joint venture agreement.

The Quetzal Shares issued under the Option Agreement will be subject to such to such hold periods and resale restrictions as may be imposed by the applicable securities laws and the policies of the Exchange.

It is expected that Quetzal’s rights and obligations under the Option Agreement will be assigned to the Resulting Issuer.

The foregoing summary does not purport to be complete and is qualified in its entirety by the full text of the Option Agreement. The Option Agreement contains covenants, representations and warranties of and from Quetzal and the Optionor and various conditions precedent, both mutual and with respect to each party to the Option Agreement. Capitalized terms not otherwise defined herein are defined in the Option Agreement.

The Big Kidd Property

The Big Kidd Property consists of four mineral claims located near the town of Princeton, British Columbia.

The Big Kidd Property is not a “Principal Property” for purposes of Exchange policies or considered “material” for purposes of NI 43-101.

On November 4, 2022, Quetzal entered into the Big Kidd Option Agreement, as amended on January 4, 2023 and February 28, 2023, with South Atlantic Gold Inc. (“ South Atlantic ”), pursuant to which Quetzal was granted an option (the “ Big Kidd Option ”) to earn up to a 100% interest in the Big Kidd Property.

The Big Kidd Option Agreement provides that in order to exercise the Big Kidd Option, Quetzal must:

pay South Atlantic:
$10,000 within ten days of November 4, 2022 (paid);
$10,000 within ten days of January 4, 2023 (paid);
$20,000 within ten days of February 28, 2023 (paid);
$130,000 within 90 days of February 28, 2023, subject to completion of a $500,000 financing by Quetzal; (paid)
$200,000 on or before January 4, 2024 (paid);
$200,000 on or before January 4, 2025;
$200,000 on or before January 4, 2026;
$200,000 on or before January 4, 2027; and
either pay South Atlantic $350,000 or issue such number of Quetzal Shares to South Atlantic having a value of $350,000 on or before January 4, 2028.

Quetzal has also agreed to make the following milestone payments to South Atlantic:

within five business days following the completion of 40,000 meters of drilling on the Big Kidd Property, either pay $300,000 or issue such number of Quetzal Shares having a value of $300,000;
on or before the date that is five business days following the filing of a pre-feasibility study on the Big Kidd Property, either pay $1,200,000 or issue such number of Quetzal Shares to South Atlantic having a value of $1,200,000; and
on or before the date that is five business days following the filing of a feasibility study on the Big Kidd Property, either pay $2,000,000 or issue such number of Quetzal Shares to South Atlantic having a value of $2,000,000.

Any common shares pursuant to the Big Kidd Option Agreement will be issued at a minimum deemed issuance price of $0.05 per share.

There is also a pre-existing 2.5% net smelter royalty on the Big Kidd Property that will be assumed by Quetzal if the Big Kidd Option is exercised. Quetzal has been granted a right of first refusal on this royalty and has the right to repurchase 60% of the royalty (being 1.5% of the royalty) and the remaining 40% of the royalty (being 1% of the royalty) at any time within three years following commencement of commercial production at the Big Kidd Property for a cash payment of $500,000 and $1,000,000, respectively. In addition, Quetzal has agreed to grant South Atlantic an additional 2% net smelter royalty on the Big Kidd Property. Quetzal has been granted a right of first refusal on half of this royalty and also has the right to repurchase half of the royalty for $2,000,000.

The Quetzal Shares issued under the Big Kidd Option Agreement will be subject to such to such hold periods and resale restrictions as may be imposed by the applicable securities laws and the policies of the Exchange.

It is expected that Quetzal’s rights and obligations under the Big Kidd Option Agreement will be assigned to the Resulting Issuer.

The foregoing summary does not purport to be complete and is qualified in its entirety by the full text of the Big Kidd Option Agreement. The Big Kidd Option Agreement contains covenants, representations and warranties of and from Quetzal and South Atlantic and various conditions precedent, both mutual and with respect to each party to the Big Kidd Option Agreement. Capitalized terms not otherwise defined herein are defined in the Big Kidd Option Agreement.

The DOT Property

The DOT Property consists of on mineral claim located near the town of Princeton, British Columbia.

The DOT Property is not a “Principal Property” for purposes of Exchange policies or considered “material” for purposes of NI 43-101.

On February 17, 2023, Quetzal entered into the DOT Option Agreement with 1390120 B.C. Ltd. (“ NumCo ”), pursuant to which Quetzal was granted an option (the “ DOT Option ”) to earn up to a 100% interest in the DOT Property.

The DOT Option Agreement provides that in order to exercise the DOT Option, Quetzal must:

Issue 5,700,000 common shares to NumCo (issued)
pay NumCo:
$160,000 on or before October 1, 2023; (paid)
$50,000 on January 1, 2024 (paid);

o $75,000 on January 1, 2025;

o $100,000 on January 1, 2026; and

o $125,000 on January 1, 2027.

Quetzal has also agreed to completion of the following on or before February 17, 2027:

File a pre-feasibility study on the DOT property; or
Making a cash payment of $3,000,000 to NumCo.

There is also a pre-existing 2% net smelter royalty on the DOT Property that will be assumed by Quetzal if the DOT Option is exercised. Quetzal has been granted a right of first refusal on this royalty.

The Quetzal Shares issued under the DOT Option Agreement will be subject to such to such hold periods and resale restrictions as may be imposed by the applicable securities laws and the policies of the Exchange.

It is expected that Quetzal’s rights and obligations under the DOT Option Agreement will be assigned to the Resulting Issuer.

The foregoing summary does not purport to be complete and is qualified in its entirety by the full text of the DOT Option Agreement. The DOT Option Agreement contains covenants, representations and warranties of and from Quetzal and NumCo and various conditions precedent, both mutual and with respect to each party to the DOT Option Agreement. Capitalized terms not otherwise defined herein are defined in the DOT Option Agreement.

The Cristinas Property

On April 20, 2023, Quetzal entered into the Cristinas Option Agreement with Comercializadora y Distribuidora en Minería High Valley, S.A. DE C.V. and Francisco Javier Andujo Tarango (together, the “ Polaris Shareholders ”), pursuant to which Quetzal was granted an option (the “ Cristinas Option ”) to acquire all of the issued and outstanding shares of Polaris Resources, S.A. de C.V. (“ Polaris ”), which holds 100% of the Cristinas Property. The Cristinas Option Agreement was terminated on February 6, 2024.

Quetzal will evaluate and may in the future enter into an agreement to re-acquire the Cristinas Property. Any such transaction could happen at any time following the closing of the Transaction and could take any number of forms. There is no guarantee that such acquisition will be completed or the terms of such acquisition.

Significant Acquisitions

Quetzal has not completed any significant acquisitions.

Narrative Description of the Property

Disclosure regarding the Property is included in the attached Appendix A to this Filing Statement.

Selected Financial Information

A summary of selected financial information of Quetzal from the Quetzal Financial Statements is set out below and should be read in conjunction with the Quetzal Financial Statements attached hereto as Appendix C:

	For the nine months ended September 30, 2023 (Unaudited)	For the year ended December 31, 2022 (Audited)	For the period from incorporation to December 31, 2021 (Audited)
Total Expenses	359,001	520,072	45,312
Net loss for the period	359,001	520,072	45,312
Loss per shares (basis and diluted)	(0.02)	0.04	0.01
Net cash used in operatingactivities	(207,030)	(384,176)	-

	For the nine months ended September 30, 2023 (Unaudited)	For the year ended December 31, 2022 (Audited)	For the period from incorporation to December 31, 2021 (Audited)
Change in cash	221,394	7,541	-

Management’s Discussion and Analysis

The Quetzal MD&A is attached to this Filing Statement as Appendix C. The Quetzal MD&A is a review of how Quetzal performed during the period covered by the Quetzal Financial Statements and of Quetzal’s financial condition and future prospects. The Quetzal MD&A complements and supplements the Quetzal Financial Statements and should be read in conjunction with the Quetzal Financial Statements.

Description of Securities

Quetzal is authorized to issue an unlimited number of common shares. The holders of Quetzal Shares are entitled to one vote per Quetzal Share at all meetings of shareholders except meetings at which only holders of another specified class or series of shares of Quetzal are entitled to vote separately as a class or series. The holders of Quetzal Shares are entitled to receive dividends as and when declared by the directors, and to receive a pro rata share of the remaining property and assets of Quetzal in the event of liquidation, dissolution or winding up of Quetzal. The Quetzal Shares have no pre-emptive, redemption, purchase or conversion rights. Neither the BCBCA nor the constating documents of Quetzal impose restrictions on the transfer of Quetzal Shares, provided that Quetzal receives the certificate representing the Quetzal Shares to be transferred together with a duly endorsed instrument of transfer and payment of any fees and taxes which may be prescribed by the Quetzal Board from time to time. There are no sinking fund provisions in relation to the Quetzal Shares and they are not liable to further calls or to assessment by Quetzal. The BCBCA provides that the rights and provisions attached to any class of shares may not be modified, amended or varied unless consented to by special resolution passed by a majority of not less than twothirds of the votes cast in person or by proxy by holders of shares of that class.

Consolidated Capitalization

The following table outlines the capitalization of Quetzal as at December 31, 2022 and as at the date of the Filing Statement. The table should be read in conjunction with the Quetzal Financial Statements and with a reference to the material changes as further described beneath the table:

Designation of Security	Amount Authorized	Outstanding as of December 31, 2022	Outstanding as of date of Filing Statement prior to Transaction(3)
Quetzal Shares	Unlimited	5,230,053	27,266,562(2)
Quetzal Options(1)	10%	713,005(1)	2,139,015(2)
Quetzal Warrants	Unlimited	Nil	2,947,800

Note:

(1) Quetzal granted 713,005 options on April 30, 2022 at $0.15.

(2) Quetzal completed the Subdivision on May 31, 2023.

(3) On a pre-Exchange Ratio basis.

Prior Sales

During the 12-month period before the date of this Filing Statement, Quetzal has issued the following Quetzal Shares (on a post-Subdivision basis):

Date of Issuance	# of Shares	Issue Priceper Share	Nature of Consideration
November 13, 2022	214,287	$0.23333	Shares for debt
November 22, 2022	150,000	$0.23333	Finders fee
November 30, 2022	10,713	$0.23333	Shares for debt
February 17, 2023	5,700,000	$0.23333	DOT Option Agreement
September 19, 2023	1,090,095	$0.25	Cash
September 19, 2023	416,667	$0.30	Cash
October 26, 2023	766,938	$0.25	Cash
December 22, 2023	3,295,612	$0.25	Cash
December 22, 2023	216,667	$0.30	Cash
January 5, 2024	90,424	$0.25	Cash

Stock Exchange Price

The Quetzal Shares are not listed for trading on any stock exchange or market.

Executive Compensation

None of the officers or directors of Quetzal were compensated for acting as such for the financial years ended December 31, 2021 or December 31, 2022.

Stock Option Plan Summary

The Quetzal Board adopted a stock option plan on April 30, 2022. A summary of the material aspects of the Quetzal’s stock option plan are as follows:

(a) the Plan will be administered by the Quetzal Board or, if the Board so designates, a committee of the Board appointed in accordance with the Plan to administer the Plan;
(b) the maximum number of shares in respect of which options may be outstanding under the Plan at any given time is equivalent to 10% of the outstanding shares of Quetzal at that time, less the number of shares, if any, subject to prior options;

(c) following termination of an optionee’s employment, directorship, consulting agreement or other qualified position, the optionee’s option shall terminate upon the expiry of such period of time following termination, not to exceed 30 days, as has been determined by the directors;
(d) an option granted under the Plan will terminate 90 days following the death of the optionee. These provisions do not have the effect of extending the term of an option which would have expired earlier in accordance with its terms, and do not apply to any portion of an option which had not vested at the time of death or other termination;
(e) no one individual may receive options on more than 5% of the outstanding shares of Quetzal in any 12 month period, no one consultant may receive options on more than 2% of the outstanding shares in any 12 month period, and options granted to persons employed to provide investor relations services may not exceed, in the aggregate, 2% of the outstanding shares in any 12 month period;
(f) the exercise price may not be less than that from time to time permitted under the rules of any stock exchange or exchanges on which the common shares are then listed.
(g) any amendment of the terms of an option shall be subject to any required regulatory and/or shareholder approvals; and
(h) In the event of a reorganization of Quetzal or the amalgamation, merger or consolidation of the shares of Quetzal, the Board shall make such appropriate provisions for the protection of the rights of the optionee as it may deem advisable.

Outstanding Share-based Awards and Option-based Awards

Quetzal did not have any outstanding share-based awards but had the following option-based awards held by officers or directors of Quetzal at the financial year ended December 31, 2022.


Name	Designation of Security	Outstanding as of December 31, 2022	Outstanding as of date of Filing Statement prior to Transaction

Charles Funk *Director*	Stock Options	350,000(1)	1,050,000(2)

Notes:

Quetzal Options were granted on April 30, 2022 at an exercise price of $0.15 and expire after 5 years. All Quetzal Options vested immediately.
Quetzal completed the Subdivision on May 31, 2023. As such, the Quetzal Options now have an exercise price of $0.05.

Incentive Plan Awards– Value Vested or Earned During the Year

Option-based awards or share-based awards value vested during the financial year ended December 31, 2022 as per the table below but no non-equity incentive plan compensation was earned during the financial year ended December 31, 2022 for any officer or director of Quetzal.


Name	Designation of Security	Stock Options that vested	Black-Scholes Value of Stock Options that vested

Charles Funk Director	Stock Options	350,000(1) (2)	$24,465

Notes:

350,000 Quetzal Options were granted on April 30, 2022 at an exercise price of $0.15 and expire after 5 years. All Quetzal Options vested immediately.
Quetzal completed the Subdivision on May 31, 2023. As such, the Quetzal Options now have an exercise price of $0.05.

Pension Plan Benefits

Quetzal does not provide a pension to officers or directors of Quetzal.

Termination and Change of Control Benefits

Mr. Matthew Badiali is the only officer of Quetzal that has entered into a consulting agreement with a termination clause including change of control. Quetzal must provide Mr. Badiali three months’ notice and Mr. Badiali must provide Quetzal one month’s notice in order to terminate his agreement. If Quetzal gives notice within twenty-four months of a change of control of Quetzal, then the amount payable to Mr. Badiali will be equal to twenty-four months of salary and, if applicable, a bonus.

Quetzal may terminate Mr. Badiali for “just cause” without a notice period where “just cause” means any of the following events:

(a) any material or persistent breach by Mr. Badiali of the terms of the agreement;

(b) conviction of Mr. Badiali of a felony or of any crime involving moral turpitude, fraud or misrepresentation, or money or property to Quetzal or any affiliate of Quetzal,

(c) a willful failure or refusal by Mr. Badiali to satisfy its obligations to Quetzal under the agreement including without limitation, specific lawful directives, reasonably consistent with the agreement, of the board,

(d) any grossly negligent or willful conduct of Mr. Badiali that directly results in substantial loss or injury to Quetzal.

Director Compensation Table

The directors of Quetzal were not compensated for acting in such capacity for the financial years ended December 31, 2021 or December 31, 2022.

Management Contracts

Quetzal is not party to any agreement whereby management functions of Quetzal are to any substantial degree performed by a person other than the directors or executive officers of Quetzal.

Non-Arm’s Length Party Transactions

Quetzal has not acquired or provided any assets or services in any transaction involving a director, officer or promoter of Quetzal, a security holder disclosed in the Filing Statement as a principal security holder, either before or after giving effect to the Transaction, or any of their respective Associates or Affiliates, other than as set out in this section or otherwise disclosed in this Filing Statement.

Legal Proceedings

There are no legal proceedings material to Quetzal to which Quetzal is a party or of which any of their respective property is the subject matter. Additionally, to the reasonable knowledge of the management of Quetzal, there are no such proceedings contemplated.

Material Contracts

The following material contracts have been entered into by Quetzal within the two years before the date of this Filing Statement:

(a) Option Agreement. For more information see “Information Concerning Quetzal – General Development of the Business – Property“.

(b) Amalgamation Agreement. For more information see “Information Concerning Ankh – The Transaction – Amalgamation”.

Copies of these contracts may be inspected without charge during regular business hours at Suite 1723, 595 Burrard Street, Vancouver, British Columbia V7X 1J1 until the closing of the Transaction and for a period of 30 days thereafter.

INFORMATION CONCERNING THE RESULTING ISSUER

The following information is presented on a post-Transaction basis and is reflective of the projected business, financial and share capital position of the Resulting Issuer. This section only includes information respecting the Resulting Issuer that is materially different from information provided earlier in this Filing Statement. Following the completion of the Transaction, the Resulting Issuer will carry on the business of Quetzal. Please see the discussion under the various headings in the sections entitled “Information Concerning Ankh” and “Information Concerning Quetzal” for additional information regarding Ankh and Quetzal, respectively. See also the Pro Forma Financial Statements of the Resulting Issuer attached hereto as Appendix D.

Name and Incorporation

The Resulting Issuer will be governed by the BCBCA and it is expected that its corporate name will be “Quetzal Copper Corp.”, or such other name as acceptable to Ankh, Quetzal and applicable regulatory authorities. The Resulting Issuer’s head office will be located at Suite 1723, 595 Burrard Street, Vancouver, British Columbia V7X 1J1 and its registered office is located at Suite 401, 353 Water Street, Vancouver, British Columbia Canada V6B 1B8.

Intercorporate Relationships

After giving effect to the Transaction, the Resulting Issuer’s sole direct and wholly-owned subsidiary will be Amalco, which will exist under the laws of British Columbia. The Resulting Issuer will own 100% of the issued and outstanding voting securities of Amalco.

Narrative Description of the Business

Following completion of the Transaction, the business of the Resulting Issuer will be the business of Quetzal. For a description of the business of Quetzal, see “Information Concerning Quetzal - General Development of the Business”. See “Recommendations” in Appendix A for additional information on the recommended first phase exploration program on the Property.

The Resulting Issuer is expected to carry out and complete the recommended work program on the Property.

Description of Securities

Resulting Issuer Shares

The share structure of the Resulting Issuer will be the same as the share structure of Ankh and the rights associated with each Resulting Issuer Share will be the same as the rights associated with each Ankh Share. See “Information Concerning Ankh - Description of Securities”.

Following completion of the Transaction, it is anticipated that the Resulting Issuer will have 39,247,160 Resulting Issuer Shares outstanding, of which:

29,937,782 Resulting Issuer Shares, representing approximately 76.28% of the then outstanding Resulting Issuer Shares, will be held by current Quetzal Shareholders (including those Quetzal Shareholders who purchased Units or FT Units as part of the Quetzal Financing);
9,010,000 Resulting Issuer Shares, representing approximately 22.96% of the then outstanding Resulting Issuer Shares, will be held by the current Ankh Shareholders (including those Ankh Shareholders who purchased Ankh FT Units as part of the Ankh Financing); and
299,378 Resulting Issuer Shares, representing approximately 0.76% of the then outstanding Resulting Issuer Shares, will be held by PI Financial Corp. as finders fees for the completion of the Transaction.

Stock Options and Warrants

Following completion of the Transaction, a total of:

781,000 Resulting Issuer Shares will be reserved for issuance upon the exercise of the 781,000 Ankh Options;
2,348,567 Resulting Issuer Shares will be reserved for issuance upon the exercise of 2,139,015 (preExchange Ratio) Quetzal Options;
500,000 Resulting Issuer Shares will be reserved for issuance upon the exercise of the 500,000 Ankh Agent Options;
1,320,000 Resulting Issuer Shares will be reserved for issuance upon the exercise of the 1,200,000 Ankh FT Unit Warrants and broker warrants;
3,236,586 Resulting Issuer Shares will be reserved for issuance upon the exercise of an aggregate of 2,947,800 (pre-Exchange Ratio) Quetzal Unit Warrants, Quetzal FT Unit Warrants and broker warrants.

Pro Forma Consolidated Capitalization

The table outlines the expected pro forma share and capital of the Resulting Issuer, on a consolidated basis, after giving effect to the Transaction and the Consolidation, based on the pro forma consolidated balance sheet attached to this Filing Statement as Appendix D:

Designation of Security	Amount Authorized	Outstanding after Transaction
ResultingIssuer Shares	Unlimited	39,247,160
ResultingIssuer Stock Options	10%	3,129,567
ResultingIssuer Warrants	Unlimited	5,056,586

Upon completion of the Transaction, the Resulting Issuer will adopt the Resulting Issuer Option Plan. See “Information Concerning the Resulting Issuer – Stock Option Plan” for additional details regarding the Resulting Issuer Option Plan.

Fully Diluted Share Capital

The following table outlines the expected number and percentage of Resulting Issuer Shares to be outstanding on a fully diluted basis after giving effect to the Transaction:

Description of Issue	# of Resulting Issuer Shares After Quetzal Financing	% of Total
Resulting Issuer Shares
Outstanding Ankh Shares prior to Amalgamation after Consolidation	9,010,000(1)	19.00%
Issuedpursuant to Amalgamation	29,937,782(2)	63.12%
Issued to PI Financial pursuant to Finder’s Fee Agreement	299,378	0.63%
Subtotal	39,247,160	82.74%
Resulting Issuer Shares Underlying Stock Options
Issuable on the exercise of Ankh Options	781,000	1.65%
Issuable on the exercise of Quetzal Options	2,348,567	4.95%
Resulting Issuer Shares Underlying Warrants
Issuable on the exercise of Ankh Agent Options	500,000	1.05%
Issuable on the exercise of Ankh FT Warrants and broker warrants	1,320,000	2.78%

Description of Issue	# of Resulting Issuer Shares After Quetzal Financing	% of Total
Issuable on the exercise of Quetzal Warrants	3,236,586	6.82%
Total	47,433,313	100%

Notes:

Includes Ankh Shares to be issued pursuant to the Ankh Financing.
Includes Quetzal Shares issued pursuant to the Quetzal Financing.

Available Funds and Principal Purposes

The following funds are expected to be available to the Resulting Issuer:

Funds Available	Amount
Ankh workingcapital as atJanuary31,2024	$683,133
Quetzal workingcapital asJanuary31,2024	$612,359
Net Proceeds of the Ankh Financing	$216,000
Total	$1,511,492.00

Use of Funds Available	Amount
General And Administration	$362,340
Phase 1 PropertyExploration	$410,000
Paymentspursuant to Option Agreement	$120,000
Paymentspursuant to otherpropertyagreements	$275,000
Unallocated workingcapital(1)	$344,152
Total	$1,511,492.00

Notes:

(1) Possible uses of the unallocated working capital: to fund ongoing operations; future due diligence of other mining claims/concessions; and other uses as may be necessary.

Business Objectives and Milestones

The Resulting Issuer is expected to carry out the business of Quetzal. The primary business objective of the Resulting issuer following completion of the Transaction will be to complete the first phase exploration program on the Property, as recommended in the Technical Report. See “Recommendations” in Appendix A for additional information on the recommended first phase exploration program on the Property.

Dividends

There will be no restrictions in the Resulting Issuer’s articles or elsewhere which would prevent the Resulting Issuer from paying dividends subsequent to the completion of the Transaction. It is not currently contemplated that any dividends will be paid on the Resulting Issuer Shares in the immediate future following completion of the Transaction, as it is anticipated that all available funds will be invested to finance the growth of the Resulting Issuer’s business. The directors of the Resulting Issuer will determine if, as and when dividends will be declared and paid in the future from funds properly applicable to the payment of dividends based on the Resulting Issuer’s financial position at the relevant time. All of the Resulting Issuer Shares are entitled to an equal share in any dividends declared and paid.

Principal Security holders

It is anticipated that the no Person will own of record or beneficially, directly or indirectly, or exercise control or direction over more than 10% of the Resulting Issuer Shares upon completion of the Transaction:

Directors and Officers

Name, Occupation and Security Holdings

The following table sets forth certain information regarding the proposed directors and officers of the Resulting Issuer, including their municipality of residence, the position(s) and office(s) to be held with the Resulting Issuer, their principal occupation within the five preceding years, the period during which each proposed director has served as a director of Ankh or Quetzal and the approximate number and percentage of Resulting Issuer Shares proposed to be beneficially owned, directly or indirectly, or over which control or direction is proposed to be exercised by each of them, upon completion of the Transaction:

Name and Residence	Position or Office	Principal Occupation	Securities Held
Matthew Badiali Florida, USA	Chief Executive Officer, Director (since March 1, 2023)	Chief Executive Officer of Quetzal Copper Limited (mining company); previously a natural resource analyst and writer for Stansberry Research (research firm)	674,936 1.72%
Dilshan Anthony British Columbia, Canada	Chief Financial Officer (since June 1, 2022)	Chief Financial Officer for Targa Exploration Corp. (mining company) and Rainy Mountain Corp. (miningcompany)	Nil

Name and Residence	Position or Office	Principal Occupation	Securities Held
Jennifer Hanson British Columbia, Canada	Corporate Secretary (since March 1, 2023)	President, JC Hanson Corporate Resources Inc. (corporate services firm)	65,879(1) 0.17%
Chris Lloyd Jalisco, Mexico	Vice-President, Exploration (since December 1,2023)	Self Employed Mining Consultant	325,984 0.83%
Barry Coughlan British Columbia,Canada	Director (since January 11, 2021)	Self Employed Financing Consultant	200,000(2) 0.50%
John Fraser British Columbia, Canada	Director (to be appointed on closing of the QualifyingTransaction)	Self Employed Financing Consultant	548,984 1.40%

Notes:

(1) Ms. Hansons shares are held by JC Resources Inc.

(2) Mr. Coughlan’s shares are held by TBC Venture Ltd.

The term of office of the directors will expire annually at the time of the Resulting Issuer’s annual general meeting. The term of office of the executive officers expires at the discretion of the Board.

The Resulting Issuer is expected to have one committee, the Audit Committee, whose members will be Matthew Badiali, Barry Coughlan and John Fraser .

It is anticipated that in the quarter following the closing of the Qualifying Transaction, the Resulting Issuer Board will form additional committees as needed, such as a compensation committee, a governance committee and a health and safety committee.

Matthew Badiali will be the sole director of Amalco.

Management

Matthew Badiali M.Sc. – Chief Executive Officer and Director, Age: 54

Mr. Badiali is a geologist, financial analyst, and consultant with 18 years’ experience as a natural resource investment analyst. He has a Bachelor of Science degree in Earth Science from the Pennsylvania State University and a Master of Science in Geology from Florida Atlantic University. He taught geology classes at Florida Atlantic University, The University of North Carolina at Chapel Hill, and at Duke University.

From 2005 to 2020, Mr. Badiali was the natural resource analyst and writer for Stansberry Research (12 years) and Banyan Hill Publishing (3 years). Both are financial publishing companies. His work took him all over the world, looking at natural resource projects.

From 2020 to present, Mr. Badiali worked as a consultant for several mining companies. He worked on simplifying language and communication in press releases, web site content, marketing, and presentations. His clients included U.S. Gold Corp. Cross River Ventures, Astra Exploration, Heliostar Metals, ValOre Metals, and First Helium.

It is anticipated that Mr. Badiali’s involvement with the Resulting Issuer will be full-time, representing approximately 90% of his time. He will be an independent contractor.

Dilshan Anthony– Chief Financial Officer, Age: 53

Mr. Anthony is a thorough, distinguished, and highly organized Chartered Professional Accountant with over 15 years of experience spread throughout various sectors of accounting. Currently he is the CFO of Targa Exploration Corp. (CSE: TEX) and Rainy Mountain Royalty Corp. (TSXV: RMO), both of which are in the mining industry. The cumulation of his past experiences have led him to become accustomed with forensic accounting, bringing forth new technological solutions, engineering efficient accounting procedures, and updating his skillset with modern innovations in the field of accounting. Mr. Anthony received his Chartered Professional Accountant designation from the CGA, BC, in 2014.

It is anticipated that Mr. Anthony’s involvement with the Resulting Issuer will be part-time, representing approximately 10% of his time. He will be an independent contractor.

Jennifer Hanson – Corporate Secretary, Age: 48

Ms. Hanson has been the president and sole director of JC Hanson Corporate Resources Inc. for the last ten years providing corporate secretary related work and accounting related services to multiple private and publicly traded companies. She is a dedicated and versatile senior professional that brings more than 22 years of corporate finance, accounting and regulatory experience in several industries but mainly the mining industry for junior mining companies. She has helped with multiple acquisitions and mergers and has helped to list many companies on the various exchanges in Canada and has recently helped Vizsla Silver Corp. achieve a listing on the NYSE. Ms. Hanson is Corporate Secretary for multiple companies, including but limited to, Vizsla Silver Corp., Vizsla Copper Corp., Tarachi Gold Corp., Outback Goldfields Corp., Rainy Mountain Royalty Corp, GK Resources Corp., TinOne Resources Corp. and Gold Bull Resources Corp.

It is anticipated that Ms. Hanson’s involvement with the Resulting Issuer will be part-time, representing approximately 5% of her time. Her responsibilities will include corporate governance, maintaining minute books and ensuring that the Company is complying with all regulatory rules. She will be an independent contractor.

Chris Lloyd – Vice-President, Exploration, Age: 61

Mr. Lloyd is an exploration geologist with more than 35 years’ experience throughout the Americas. After finishing the Queens University MINEX program in 1994 and working from coast to coast in Canada, he moved to Mexico to work with Cominco Ltd until 2001. After the buyout by Teck, Chris decided to remain in Mexico consulting for a number of years including recognizing Caballo Blanco as a high sulphidation system and doing the initial work that led to the discovery there. In 2005 he co-founded Soltoro Ltd. and went on to find the El Rayo Silver deposit in Jalisco, which was subsequently sold to Agnico Eagle. More recently Chris led the start up of Vizsla Silver’s Panuco project through to discovery before returning to more property evaluation / due diligence type work. Mr. Lloyd continues to work as a consulting geologist based out of Guadalajara, Jalisco.

It is anticipated that Mr. Lloyd’s involvement with the Resulting Issuer will be part-time, representing approximately 25% of his time. He will be an independent contractor.

Barry Coughlan – Director, Age: 76

Mr. Coughlan is a financier based in Vancouver, who over the past 40 years has been involved in the financing of private and public companies with focus on the identification, negotiations and securing of viable business opportunities worldwide with special emphasis on the resource sector. Mr. Coughlan is a past Member of the New York Stock Exchange, Member of the Chicago Board of Trade, Chicago IL, with clearance from the Canadian Securities Institute, Toronto, ON and the Toronto Stock Exchange as well as the Security Exchange Commission, Washington, DC. He has been involved in the financing of over 25 private and public companies and their subsequent listings on North American Stock Exchanges: NYSE, NASDQ, TSX as well as the London Stock Exchange, LSE. Mr. Coughlan’s involvement in the resource industry started with the identification and subsequent sale in 1980 of Interlake Development Corp and it’s Hemlo gold project to Noranda and Teck Corporation. He spent 15 yrs on the Board Great Basin Gold Ltd. and its discovery of one of Africa’s largest gold deposits (21m oz); as a Board member he was part of the discovery, financing of Farallon Mining Ltd., one of Mexico’s richest zinc deposits, Campo Morado, and its subsequent sale for over $400M; a Board Member of Continental Minerals Corp. and its development and sale of Tibet’s major mining project, Xietomgmen, for in excess of $400M; past Board Member for 15 yrs of one of Canada’s largest mature copper/molybdenum mines, Taseko Mines Ltd. Mr. Coughlan is presently on the Boards of four TSX-V listed companies.

It is anticipated that Mr. Coughlan’s involvement with the Resulting Issuer will be part-time, representing approximately 5% of his time. He will be an independent contractor.

John Fraser – Director, Age: 49

Mr. Fraser has over 20 years’ experience in the Canadian capital markets. John worked as an investment advisor at several Canadian brokerage firms with a focus on the mining sector. Since transitioning to the public company side of the business, Mr. Fraser has held board positions and advised several mining and technology companies.

It is anticipated that Mr. Fraser’s involvement with the Resulting Issuer will be part-time, representing approximately 5% of his time. He will be an independent contractor.

Other Reporting Issuer Experience

The following table sets out the proposed directors, officers and promoters of the Resulting Issuer that are, or have been within the last five years, directors, officers or promoters of other reporting issuers:

Name and Residence	Reporting Issuer	Position	Term
Dilshan Anthony British Columbia, Canada	Targa Exploration Corp. (CSE: TEX)	CFO	Since May 6, 2021
Jen Hanson British Columbia, Canada	Targa Exploration Corp. (CSE: TEX)	Corporate Secretary	Since September 15, 2022
	Outback Goldfields Corp. (TSXV: OZ)	Corporate Secretary	Since November 20, 2019
	Geyser Brands Inc. (TSXV: GYSR)	Corporate Secretary	June 19, 2019 – March 4, 2020
	Tarachi Gold Corp. (CSE: TRG)	Corporate Secretary	Since December 1, 2020
	Vizsla Copper Corp. (TSXV: VCU)	Corporate Secretary	Since May 13, 2021

Name and Residence	Reporting Issuer	Position	Term
	Gold Bull Resources Corp. (TSXV: GBRC)	Corporate Secretary	Since February 18, 2022
	GK Resources Ltd. (TSXV: NIKL)	Corporate Secretary	Since May 27, 2021
	Golden Shield Resources Inc. (CSE: GSRI)	Corporate Secretary	Since February 15, 2022
	Greenbank Ventures Inc. (NEX: GBNK.H)	Corporate Secretary	March 17, 2020 to March 31, 2023
	Tinone Resources Inc. (TSXV: TORC)	Corporate Secretary	Since December 30, 2021
	Vizsla Silver Corp. (TSXV: VZLA)	Corporate Secretary	Since December 21, 2018
John Fraser British Columbia, Canada	Cross River Ventures Corp. (CSE: CRVC)	Officer/Director	Since January 16, 2019
	Carebook Technologies Inc. (TSXV: BRBK)	Director	Since March 21, 2019
Barry Coughlan British Columbia, Canada	Amarc Resources Ltd. (TSXV: AHR)	Director	Since April 28, 2009
	Rathdowney Resources Ltd. (TSXV: RTH)	Director	Since March 15, 2011
	Vatic Ventures Corp. (TSXV: VCV)	Director	January 14, 2011 – August 15, 2020
	Northcliff Resources Ltd. (TSX: NCF)	Director	Since June 7, 2011
	Mineral Mountain Resources Ltd. (TSXV: MMV)	Director	Since December 31, 2014

Promoters

The individuals disclosed in the table below are, or have been in the two years preceding the date of this Filing Statement, Promoters of Ankh or Quetzal. It is expected that upon the completion of the Transaction, each will have the following shareholdings in the Resulting Issuer:

Name and Residence	Promoter Of	Resulting Issuer Common Shares
Matthew Badiali British Columbia, Canada	Quetzal	674,936
Roger Milad British Columbia, Canada	Ankh	500,000

Corporate Cease Trade Orders or Bankruptcies

To the knowledge of Ankh, as at the date of this Filing Statement and within the ten years before the date of this Filing Statement, no proposed director or executive officer of the Resulting Issuer is or has been a director, chief executive officer or chief financial officer of any person or company, that while that person was acting in that capacity:

(a) Was subject of a cease trade order or similar order or an order that denied the relevant person or Company access to any exemptions under securities legislation (an “order”), for a period of more than 30 consecutive days; 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.

To the knowledge of Ankh, as at the date of this Filing Statement and within the ten years before the date of this Filing Statement, no proposed director or officer of the Resulting Issuer or security holder anticipated to hold a sufficient number of securities of the Resulting Issuer to affect materially its control:

(a) Is, or has been within the ten years before the date of this Filing Statement, a director or executive officer of any 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 ten years before the date of this Filing Statement, 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 manager or trustee appointed to hold the assets of that individual.

Penalties or Sanctions

To the knowledge of Ankh, no proposed director or officer of the Resulting Issuer or security holder anticipated to hold a sufficient number of securities of the Resulting Issuer to affect materially its control:

(a) Has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or
(b) Has been subject to any other penalties or sanctions imposed by a court or regulatory body, including a self-regulatory body, that would be likely to be considered important to a reasonable investor in making an investment decision.

Conflicts of Interest

The Resulting Issuer’s directors and officers will be subject to fiduciary obligations to act in the best interest of the Resulting Issuer. Conflicts will be subject to the procedures and remedies of the BCBCA or other applicable corporate legislation.

Executive Compensation

The following section sets out the anticipated compensation for each of Matthew Badiali - Chief Executive Officer, Dilshan Anthony - Chief Financial Officer and Jen Hanson – Corporate Secretary (collectively, the “Named Executive Officers”) for the 12-month period after giving effect to the Transaction. The Named Executive Officers represent all of the Resulting Issuer’s proposed executive officers. The levels of compensation for the Named Executive Officers will be considered and recommended to the Board by the incoming Compensation Committee following Completion of the Qualifying Transaction. Each of the

Named Executive Officers will begin his tenure with the Resulting Issuer on verbal agreements with no set salary. It is anticipated that following the Completion of the Qualifying Transaction, the Resulting Issuer will begin negotiating employment terms with the Named Executive Officers.

Compensation Discussion and Analysis

Compensation Governance

The Board of the Resulting Issuer will administer the Resulting Issuer’s executive compensation program with advice from the Compensation Committee. The Compensation Committee will be responsible for, among other things, reviewing and making recommendations to the Board with respect to, setting the initial compensation for each of the Named Executive Officers, the compensation policies and practices of the Resulting Issuer, annually reviewing and recommending to the Board for approval the remuneration of the senior officers of the Resulting Issuer, making, on an annual basis, a recommendation to the Board as to any incentive award to be made to the senior officers of the Resulting Issuer, and comparing, on an annual basis, the total remuneration and the main components thereof of the senior officers of the Resulting Issuer with the remuneration of peers in the same industry. The Compensation Committee will ensure that total compensation paid to the Named Executive Officers is fair, reasonable and consistent with the Resulting Issuer’s compensation philosophy.

It is currently anticipated that the Compensation Committee will be comprised of three members, being Matthew Badiali, Barry Coughlan and John Fraser. Barry Coughlan and John Fraser will be independent.

Philosophy and Objectives

The proposed Board believes that the Resulting Issuer should provide a compensation package that is competitive and motivating, that will attract, hold and inspire qualified executives, that will encourage performance by executives to enhance the growth and development of the Resulting Issuer and that will balance the interests of the executives and the shareholders of the Resulting Issuer. Achievement of these objectives is expected to contribute to an increase in shareholder value.

The Named Executive Officers have agreed to forego salary in the near term, subject to achieving certain milestones that will be predetermined by the Compensation Committee. It is anticipated that the milestones will be tied to such items as the delineation of further Mineral Resources, the achievement of certain market capitalization thresholds and the commencement of commercial production at the Property.

Elements of Executive Compensation

It is expected that the Resulting Issuer will provide its executive officers with both fixed compensation, comprised of base salary, and performance-based variable incentive compensation, comprised of an annual cash bonus and long-term incentives in the form of awards under the Resulting Issuer Option Plan. The metrics for the incentive-based compensation are outlined above.

In the near term, the Compensation Committee will determine the salaries for the Named Executive Officers during one of their first constituted meetings. In the meantime, Named Executive Officers will continue to forego salary or remuneration until such time as the meeting is held. The base salary is designed to provide income certainty and to attract and retain executives and, therefore, will be based on the assessment of a number of factors such as current competitive market conditions, compensation levels within the peer group and factors particular to the executive, including individual performance, the scope of the executive’s role with the Resulting Issuer and retention considerations. In addition to base salary, the Resulting Issuer may award executives with short term incentive awards in the form of annual cash bonuses.

Annual cash bonuses are intended to provide short-term incentives to executives and to reward them for their yearly individual contribution and performance of personal objectives in the context of overall annual corporate performance. It is expected that the amount will not be pre-established and will be at the discretion of the Board, with advice from the Compensation Committee. While it is expected there will be no target amount for annual cash bonuses, the Board will review similar factors as those discussed above in relation to base salary and likely tie annual bonuses to achieving certain pre-determined milestones.

Long-term incentive compensation will be provided through the granting of options under the Resulting Issuer Option Plan. Equity incentive awards will be designed to motivate executives to achieve long-term sustainable business results, align their interest with those of shareholders and to attract and retain executives. Awards will be based on a variety of factors, such as the need to attract or retain key individuals, competitive market conditions and internal equity. Previous grants will be taken into account when considering new grants.

Risks

The proposed Board of the Resulting Issuer recognizes that certain elements of compensation could promote unintended inappropriate or excessive risk-taking behaviours; however, the Resulting Issuer will seek to ensure that executive compensation packages appropriately balance short-term incentives, in the form of base salaries, and long- term incentives, in the form of option-based awards. As a result of the factors discussed above, the proposed Board does not believe that its compensation policies and practices are reasonably likely to have a material adverse effect on the Resulting Issuer.

Named Executive Officers and directors of the Resulting Issuer will not be permitted to purchase financial instruments, including, for greater certainty, prepaid variable forward contracts, equity swaps, collars, or units of exchange funds, that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the Named Executive Officer or director.

Incentive Plan Awards

Share-based Awards

During the 12 month period after giving effect to the Transaction, the Resulting Issuer may grant sharebased awards, being awards granted under an equity incentive plan of equity-based instruments that do not have option-like features, including, for greater certainty, common shares, restricted shares, restricted share units, deferred share units, phantom shares, phantom share units, common share equivalent units, and stock.

Option-based Awards

The Resulting Issuer intends to grant, subject to Exchange approval, option-based awards, being awards granted under an equity incentive plan of options, including, for greater certainty, share options, share appreciation rights, and similar instruments that have option-like features, by granting options to its directors, officers and employees, however, the timing, amounts, exercise price and recipients of such issuances have not yet been determined. Stock options are expected to be granted under the Resulting Issuer Option Plan which will be adopted by the resulting issuer upon completion of the Transaction. For information on the Resulting Issuer Plan, see “Information Concerning the Resulting Issuer - Stock Option Plan”. For a grant of any other equity incentive other than stock options, the Resulting Issuer will need to amend its Stock Option plan or adopt a separate equity-based incentive plan to provide for the issuance of securities such as share appreciation rights and other similar instruments.

Pension Disclosure

The Resulting Issuer will not provide a pension to its directors or Named Executive Officers.

Termination and change of control benefits.

All of the Named Executive Officers will commence their tenure as executives of the Resulting Issuer under verbal management agreements with no payouts upon termination or change of control. The incoming Compensation Committee will determine what level, if any, payout will be provided to executives.

Director Compensation

Resulting Issuer director compensation will be determined by the Compensation Committee following the Completion of the Qualifying Transaction for the 12 month period after giving effect to the Transaction for services rendered to the Resulting Issuer and its subsidiaries.

It is expected that the Resulting Issuer will grant options to the directors of the Resulting Issuer from time to time under the Resulting Issuer Option Plan. The Resulting Issuer may pay directors’ fees to the directors of the Resulting Issuer in the future as determined by the Compensation Committee.

Indebtedness of Directors and Officers

No director or officer of Ankh or Quetzal, no proposed director or officer of the Resulting Issuer, no individual who at any time during the most recently completed financial year of Ankh or Quetzal was a director or officer of Ankh or Quetzal, nor any associate of such individuals, is indebted to Ankh or Quetzal or is indebted to another entity where such indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by Ankh or Quetzal.

Investor Relations Arrangements

No written or oral agreement or understanding has been reached with any Person to provide any promotional or investor relations services for the Resulting Issuer.

Options to Purchase Securities

The following table sets out certain information in respect of options to purchase securities of the Resulting Issuer that will be held upon completion of the Transaction and the Consolidation:

Category	# of Stock Options	Exercise Price	Expiry Date
All proposed officers of the ResultingIssuer,as agroup	39,015	$0.05	April 30, 2027
All proposed directors of the ResultingIssuer,as agroup	260,334	$0.20	October 15, 2026
All consultants of the ResultingIssuer,as agroup	2,100,000 520,666	$0.05 $0.20	April 30, 2027 October 15,2026
Any other Person or Company	Nil	Nil	Nil

Stock Option Plan

The Resulting Issuer Option Plan will be adopted by the Resulting Issuer upon completion of the Transaction.

A summary of the material aspects of the Resulting Issuer Option Plan are as follows:

(a) the Resulting Issuer Option Plan will be administered by the Board or, if the Board so designates, a committee of the Board appointed in accordance with the Resulting Issuer Option Plan to administer the Resulting Issuer Option Plan;
(b) the maximum number of shares in respect of which options may be outstanding under the Resulting Issuer Option Plan at any given time is equivalent to 10% of the outstanding shares of the Resulting Issuer at that time, less the number of shares, if any, subject to prior options;
(c) following termination of an optionee’s employment, directorship, consulting agreement or other qualified position, the optionee’s option shall terminate 30 days after such termination;
(d) an option granted under the Resulting Issuer Option Plan will terminate on the earlier of one year after the death or the original expiration of such option. These provisions do not apply to any portion of an option which had not vested at the time of death;
(e) no one individual may receive options on more than 5% of the outstanding shares of the Resulting Issuer in any 12 month period, no one consultant may receive options on more than 2% of the outstanding shares in any 12 month period, and options granted to persons employed to provide investor relations services may not exceed, in the aggregate, 2% of the outstanding shares in any 12 month period (which options must vest in stages over 12 months with no more than 25% vesting in any three month period);
(f) the exercise price may not be less than that from time to time permitted under the rules of any stock exchange or exchanges on which the common shares are then listed; and
(g) any amendment of the terms of an option shall be subject to any required regulatory and/or shareholder approvals.

Audit Committee

Composition

The following will be the members of the audit committee of the Resulting Issuer (the “ Audit Committee ”): Matthew Badiali, Barry Coughlan and John Fraser. Messrs. Coughlan and Fraser are independent. All of the Audit Committee members are “financially literate”, as defined in NI 52-110, as all have 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 reasonably be expected to be raised by the Resulting Issuer’s financial statements. For additional details regarding the relevant experience of each member of the Audit Committee, see the relevant biographical experiences for each of the directors and officers under the heading “Information Concerning the Resulting Issuer - Management”.

Mandate

The primary function of the Audit Committee will be to assist the board of directors in fulfilling its financial oversight responsibilities by reviewing the Resulting Issuer’s (i) financial reports and other financial information provided by the Resulting Issuer to regulatory authorities and shareholders, and (ii) auditing, accounting and financial reporting processes.

The full text of the charter of the Audit Committee is attached as Appendix E.

Policies and Procedures

Formal policies and procedures for the engagement of non-audit services have yet to be formulated and adopted. Subject to the requirements of National Instrument 52-110 - Audit Committees , the engagement of non-audit services is considered by, as applicable, the Board and Audit Committee, on a case-by-case basis.

At no time since the commencement of Ankh’s most recently completed financial year has a recommendation of the Audit Committee to nominate or compensate an external auditor not been accepted by the board of directors of Ankh.

Exemptions

Ankh has not relied on any exemptions contemplated under National Instrument 52-110 – Audit Committees .

Fees

In the following table, “Audit Fees” are fees billed by Ankh’s external auditor for services provided in auditing Ankh’s annual financial statements for the subject year. “Audit-Related fees” are fees not included in audit fees that are billed by the auditor for assurance and related services that are reasonably related to the performance of the audit review of Ankh’s financial statements. “Tax Fees” are fees billed by the auditor for professional services rendered for tax compliance, tax advice and tax planning. “All Other Fees” are fees billed by the auditor for products and services not included in the foregoing categories.

The aggregate fees billed by the Issuer’s external auditor since incorporation, by category, are as follows:


	Year ended May31,2023	Year ended May31,2022
Audit Fees	$14,000	$12,000
Audit Related Fees	Nil	Nil
Tax Fees	$1,200	$1,000
All Other Fees	Nil	Nil

Corporate Governance

National Policy 58-201 – Corporate Governance Guidelines (“ NP 58-201 ”) provides regulatory staff guidance on preferred governance practices, although the guidelines are not prescriptive. The Resulting Issuer’s proposed approach to corporate governance in the context of National Instrument 58-101 – Disclosure of Corporate Governance Practices (“ NI 58-101 ”) and NP 58-201 is set out below.

Board of Directors

The Resulting Issuer intends to have three directors, being Matthew Badiali, Barry Coughlan and Jon Fraser. Barry Coughlan and John Fraser will both be considered independent directors. Matthew Badiali will be considered a non-independent director, as he will be an executive officer of the Resulting Issuer.

Directorships

Certain of the proposed directors of the Resulting Issuer are also current directors of other reporting issuers (or equivalent) in a jurisdiction or a foreign jurisdiction. For further details, see “Other Reporting Issuer Experience” above.

Orientation and Continuing Education

The Resulting Issuer is not expected to have a formal orientation and education program for new board members, particularly given its stage of development and growth. However, all new members of the board of directors of the Resulting Issuer are expected to be provided with sufficient information (such as recent financial statements, technical reports and various other operating, property and budget reports) to ensure that new directors are familiarized with the business and operations of the Resulting Issuer and the procedures of the board of directors of the Resulting Issuer. In addition, new directors will be encouraged to visit and meet with management of the Resulting Issuer on a regular basis. The Resulting Issuer will also encourage continuing education of its directors and officers where appropriate in order to ensure that they have the necessary skills and knowledge to meet their respective obligations to the Resulting Issuer.

Ethical Business Conduct

The Resulting Issuer Board will take appropriate measures to exercise independent judgment in considering transactions and agreements in respect of which a director or executive officer may have a material interest. Where appropriate, directors will abstain from portions of board or committee meetings to allow independent discussion of points in issue.

Nomination

The Resulting Issuer Board does not intend to establish a nominating committee. The Resulting Issuer Board as a whole will be responsible for filling vacancies on the Resulting Issuer Board and recommending potential nominees for directors, and will use an informal consultative process. The Resulting Issuer Board will analyze the needs of the board when vacancies arise and will identify and propose new nominees who have the necessary competencies and characteristics to meet those needs. In order to foster an objective nomination process, the independent members of the Resulting Issuer Board will be encouraged to recommend nominees for the Resulting Issuer Board.

Compensation

The Resulting Issuer does not intend to establish a compensation committee. The Resulting Issuer Board will review directors’ compensation once a year, taking into consideration the compensation paid to directors of comparable publicly traded Canadian companies. The Resulting Issuer Board will decide the compensation of the Resulting Issuer’s officers based on industry standards and the Resulting Issuer’s financial situation. Any compensation arrangements between the Resulting Issuer or its subsidiary and any director or senior officer must be considered and approved by the independent directors of the Resulting Issuer in accordance with the requirements of the Exchange.

Other Committees

The Resulting Issuer Board does not intend to have any committees, other than the Audit Committee. The Resulting Issuer Board will review its corporate governance practices and consider, among other matters, whether it would be desirable to establish additional committees of the Resulting Issuer Board.

Assessments

The Resulting Issuer Board will monitor the adequacy of information given to directors, communication between the Resulting Issuer Board and management and the strategic direction and processes of the Resulting Issuer Board and the Audit Committee.

Escrowed Securities

Exchange Escrow Requirements

To the knowledge of Ankh and Quetzal as of the date of this Filing Statement, the following table lists the names and municipalities of residence of the holders of the CPC Escrowed Shares and, in the case of the Resulting Issuer, the Resulting Issuer Securities that are anticipated to be held in escrow after giving effect to the Transaction (including the Financing) and the Consolidation, and the percentage that number represents of the outstanding securities of that class. No Quetzal securities are currently held in escrow. All securities listed below are presented on a post-Consolidation basis.

The table below summarizes securities which are held in escrow pursuant to the CPC Escrow Agreement.

		Prior to Transaction	Prior to Transaction	After Transaction	After Transaction
Name and Municipality of Residence	Class	# Held in Escrow	% of Class	# Held in Escrow	% of Class
Roger Milad British Columbia, Canada	Common Shares	1,200,000	7.68%	600,000	1.56%
Barry Coughlan British Columbia, Canada	Common Shares	400,000	2.56%	Nil	Nil(1)
Rick Skeith Alberta, Canada	Common Shares	800,000	5.12%	400,000	1.02%
Kenneth Tangen British Columbia, Canada	Common Shares	100,000	0.64%	50,000	0.13%
Bryson Goodwin British Columbia, Canada	Common Shares	400,000	2.56%	200,000	0.51%
Janet Warkentin Alberta, Canada	Common Shares	200,000	1.28%	100,000	0.25%
Glenn Molson British Columbia, Canada	Common Shares	100,000	0.64%	50,000	0.13%
John Oness British Columbia, Canada	Common Shares	200,000	1.28%	100,000	0.25%
Brian Farrell Alberta, Canada	Common Shares	600,000	3.84%	300,000	0.76%
Clive Brookes British Columbia, Canada	Common Shares	200,000	1.28%	100,000	0.25%

		Prior to Transaction	Prior to Transaction	After Transaction	After Transaction
Name and Municipality of Residence	Class	# Held in Escrow	% of Class	# Held in Escrow	% of Class
Harry Barr Ontario, Canada	Common Shares	200,000	1.28%	100,000	0.25%
Bo Ling British Columbia, Canada	Common Shares	20,000	0.13%	10,000	0.03%
Ingrid Shields Alberta, Canada	Common Shares	600,000	3.84%	300,000	0.76%
Gary E. Smith Alberta, Canada	Common Shares	100,000	0.64%	50,000	0.13%
Christine McIntosh British Columbia, Canada	Common Shares	600,000	3.84%	300,000	0.76%
Larry Nevsky Ontario, Ontario	Common Shares	100,000	0.64%	50,000	0.13%
Eric Barclay British Columbia, Canada	Common Shares	200,000	1.28%	100,000	0.25%

Note:

Barry Couglan’s shares will be subject to a Surplus Securities Escrow Agreement after completion of the Transaction. See “Surplus Security Escrow Agreement” below. Mr. Coughlan’s shares are held by TBC Venture Ltd.

CPC Escrow Agreement

In accordance with Exchange Policy 2.4, upon completion of the listing of Ankh on the Exchange, 2,710,000 Ankh Shares were held in escrow, post consolidation as CPC Escrowed Shares by Odyssey Trust Company, as escrow agent, under the CPC Escrow Agreement.

Release of CPC Escrowed Shares

The CPC Escrowed Shares will be subject to an 18-month escrow period upon Completion of the Qualifying Transaction and are scheduled to be released from escrow as follows:

% of CPC Escrowed Shares Released from Escrow	Release Date
25%	Date of Final Exchange Bulletin
25%	6 months from Final Exchange Bulletin
25%	12 months from Final Exchange Bulletin
25%	18 months from Final Exchange Bulletin

In the event of the death of a holder of CPC Escrowed Shares, the CPC Escrowed Shares of such deceased holder will be released to the holder’s legal representatives provided that the requirements of the Exchange for such release are met.

Dealing with CPC Escrowed Shares

The CPC Escrowed Shares held pursuant to the CPC Escrow Agreement may not be sold, assigned, transferred, mortgaged or otherwise dealt with in any manner except as provided by the CPC Escrow Agreement. Subject to certain exceptions set forth in the CPC Escrow Agreement, a holder of CPC Escrow Shares may:

(a) pledge, mortgage or charge its CPC Escrow Shares to a financial institution as collateral for a loan, provided that no CPC Escrow Shares or any share certificates or other evidence of escrow securities will be transferred or delivered by the escrow agent to the financial institution for this purpose;
(b) exercise voting rights attached to its CPC Escrow Shares, other than in support of one or more arrangements that would result in the repayment of capital being made on the CPC Escrow Shares prior to a winding up of Ankh;
(c) receive a dividend or other distribution on its CPC Escrow Shares, and elect the manner of payment; and
(d) exercise its rights to exchange or convert its CPC Escrow Shares in accordance with the CPC Escrow Agreement.

Permitted Transfers within Escrow

The CPC Escrowed Shares may be transferred within escrow to an individual who will be a director or senior officer of the Resulting Issuer or a material operating subsidiary, provided that certain requirements of the Exchange are met, including that the proposed transferee agrees to be bound by the terms of the CPC Escrow Agreement. In the event of the bankruptcy of a holder of CPC Escrowed Shares, the CPC Escrowed Shares held by such holder may be transferred within escrow to the trustee in bankruptcy or other person legally entitled to such CPC Escrowed Shares provided that certain prescribed Exchange requirements are met. The CPC Escrowed Shares may be transferred within escrow to a Person or Company that: (a) before the transfer holds greater than 20% of the voting rights attached to the Resulting Issuer Shares, or (b) after the transfer will hold more than 10% of the voting rights attached to the Resulting Issuer Shares and has the right to elect or appoint one or more directors or senior officers of the Resulting Issuer or its material operating subsidiaries. CPC Escrowed Shares may also be transferred within escrow by a holder of CPC Escrowed Shares to a registered retirement savings plan (“RRSP”) or a registered retirement income fund (“RRIF”), provided that the Exchange receives proper notice of the same, the holder of such CPC Escrowed Shares is the sole beneficiary of the RRSP or RRIF and the trustee of the RRSP or RRIF agrees to be bound by the terms of the CPC Escrow Agreement.

Cancellation of CPC Escrowed Shares

Should the Resulting Issuer become delisted from the Exchange before all CPC Escrowed Shares have been released from escrow pursuant to the CPC Escrow Agreement, such CPC Escrowed Shares will be cancelled on the 10th anniversary of any such delisting from the Exchange.

Termination of CPC Escrow Agreement

The CPC Escrow Agreement may be terminated with respect to all parties in certain circumstances, including, without limitation: (i) upon agreement of all parties to the CPC Escrow Agreement, provided that (a) the agreement to terminate is evidenced by a memorandum in writing signed by all parties; (b) if the Resulting Issuer is then listed on the Exchange, the termination of the CPC Escrow Agreement has been consented to in writing by the Exchange; and the agreement to terminate has been approved by a majority

vote of securityholders of the Resulting Issuer excluding, in each case, the holders of CPC Escrow Shares; or (ii) when all of the CPC Escrowed Shares have been released from escrow pursuant to the CPC Escrow Agreement.

Escrow of New Securities

If the CPC Escrowed Shares are exchanged for new securities in the event of a business combination, merger, or other similar transaction, the new securities received will be subject to escrow in substitution of the tendered CPC Escrowed Shares.

Surplus Security Escrow Agreement

In accordance with Exchange Policy 5.4, upon completion of the Transaction, the Resulting Issuer Shares and options set out in the table below will be Surplus Securities escrowed pursuant to the Surplus Security Escrow Agreement. An aggregate of 1,815,783 Resulting Issuer Shares and 303,170 Resulting Issuer Options held by Principals of the Resulting Issuer will also be escrowed pursuant to the Surplus Security Escrow Agreement. Odyssey Trust Company will be the escrow agent under the Surplus Security Escrow Agreement.

The table below summarizes securities which are held in escrow pursuant to the Surplus Security Escrow Agreement.

Agreement.
		Prior to Transaction		After Transaction(1)
Name	Class	# Held in Escrow	% of Class	# Held in Escrow	% of Class
Matthew Badiali	Common Shares Options	Nil Options	Nil Nil	674,936 42,837	1.72% 1.36%
Chris Lloyd	Common Share	Nil	Nil	325,984	0.83%
Jen Hanson	Common Shares	Nil	Nil	65,879	0.17%
Barry Coughlan(3)	Common Shares Options	400,000 520,667	2.56% 33.33%	200,000 260,333	0.50% 8.26%
John Fraser	Common Shares	Nil	Nil	548,984	1.40%

Notes:

Prior to completion of the Ankh Financing. Principals will not be participating in the Ankh Financing.
Ms. Hanson’s shares are held by JC Resources Inc.
Percentage of outstanding Ankh Shares and Ankh Options subject to the CPC Escrow Agreement prior to the Transaction. Mr. Coughlan’s shares and options are held by TBC Venture Ltd.

Release of Surplus Securities

Assuming that the Resulting Issuer will be a Tier 2 Issuer on the Exchange, the Surplus Securities will be subject to a 36-month escrow period and are scheduled to be released from escrow as follows:

% of Surplus Securities Released from Escrow	Release Date
5%	Date of Final Exchange Bulletin
5%	6 months from Final Exchange Bulletin
10%	12 months from Final Exchange Bulletin
10%	18 months from Final Exchange Bulletin
15%	24 months from Final Exchange Bulletin
15%	30 months from Final Exchange Bulletin
40%	36 months from Final Exchange Bulletin

In the event of the death of a holder of Surplus Securities, the Surplus Securities held by such deceased holder will be released to the holder’s legal representatives provided that the requirements of the Exchange for such release are met.

Dealing with Surplus Securities

The Surplus Securities held pursuant to the Surplus Security Escrow Agreement may not be sold, assigned, transferred or otherwise dealt with in any manner except as provided in the Surplus Security Escrow Agreement. Subject to certain exceptions set forth in the Surplus Security Escrow Agreement, a holder of Surplus Securities may:

(a) pledge, mortgage or charge Surplus Securities to a financial institution as collateral for a loan, provided that no Surplus Securities or any share certificates or other evidence of escrow securities will be transferred or delivered by the escrow agent to the financial institution for this purpose;
(b) exercise voting rights attached to Surplus Securities, other than in support of one or more arrangements that would result in the repayment of capital being made on the Surplus Securities prior to a winding up of the Resulting Issuer;
(c) receive a dividend or other distribution on Surplus Securities, and elect the manner of payment; and
(d) exercise rights to exchange or convert Surplus Securities in accordance with the Surplus Security Escrow Agreement.

Permitted Transfers within Escrow

The Surplus Securities may be transferred within escrow to an individual who will be a director or senior officer of the Resulting Issuer or a material operating subsidiary, provided that certain requirements of the Exchange are met, including that the proposed transferee agrees to be bound by the terms of the Surplus Security Escrow Agreement. In the event of the bankruptcy of a holder of Surplus Securities, the Surplus Securities held by such holder may be transferred within escrow to the trustee in bankruptcy or other person legally entitled to such Surplus Securities provided that certain prescribed Exchange requirements are met. The Surplus Securities may be transferred within escrow to a Person or Company that: (a) before the transfer holds greater than 20% of the voting rights attached to the Resulting Issuer Shares, or (b) after the transfer will hold more than 10% of the voting rights attached to the Resulting Issuer Shares and has

the right to elect or appoint one or more directors or senior officers of the Resulting Issuer or its material operating subsidiaries. Surplus Securities may also be transferred within escrow by a holder of Surplus Securities to a RRSP or a RRIF, provided that the Exchange receives proper notice of the same, the holder of such Surplus Securities is the sole beneficiary of the RRSP or RRIF and the trustee of the RRSP or RRIF agrees to be bound by the terms of the Surplus Security Escrow Agreement.

Termination of Surplus Security Escrow Agreement

The Surplus Security Escrow Agreement may be terminated with respect to all parties in certain circumstances, including, without limitation: (i) upon agreement of all parties to the Surplus Security Escrow Agreement, provided that (a) the agreement to terminate is evidenced by a memorandum in writing signed by all parties; (b) if the Resulting Issuer is then listed on the Exchange, the termination of the Surplus Security Escrow Agreement has been consented to in writing by the Exchange; and the agreement to terminate has been approved by a majority vote of securityholders of the Resulting Issuer excluding, in each case, the holders of Surplus Security Escrow Shares; or (ii) when all of the Surplus Securities have been released from escrow pursuant to the Surplus Security Escrow Agreement.

Graduation to Tier 1

In the event the Resulting Issuer graduates from a Tier 2 issuer to a Tier 1 issuer, the release schedule for the Surplus Security Escrowed Shares will accelerate, with all of the Surplus Security Escrowed Shares ultimately being released from escrow on the date that is 18 months from the Final Exchange Bulletin.

Escrow of New Securities

If the Surplus Securities are exchanged for new securities in the event of a business combination, merger, or other similar transaction, the new securities received will be subject to escrow in substitution of the tendered Surplus Securities, unless certain requirements of the Exchange are met, including if the holder does not become a Principal of the successor issuer.

Other Resale Restrictions

The table below summarizes other resale restrictions that will be applicable to the Resulting Issuer:

Designation of Class	Aggregate Number of Securities	Percentage of Class	Expiry Date of Resale Restrictions
Common Shares	13,542,290 common shares	34.51%	Subject to the Exchange’s seed share resale restrictions and released in accordance with a Value Security Agreement release schedule
Options	2,305,730 options	73.68%	Subject to the Exchange’s seed share resale restrictions and released in accordance with a Value Security Agreement release schedule

Auditor, Transfer Agent and Registrar

Quetzal’s current auditor, WDM Chartered Professional Accountants, of Vancouver, British Columbia will be the auditor for the Resulting Issuer.

Odyssey Trust Company, through its office in Vancouver, British Columbia, is the transfer agent and registrar for Ankh Shares and will continue to act as transfer agent and registrar for the Resulting Issuer.

RISK FACTORS

An investment in the Resulting Issuer Shares should be considered highly speculative, not only due to the nature of Quetzal’s business and operations, but also because of the uncertainty related to completion of the Transaction. In addition to the other information in this Filing Statement, an investor should carefully consider each of, and the cumulative effect of, the following factors, which assume the completion of the Transaction. Except as noted, these risk factors have been drafted in a manner so as to assume the completion of the Transaction.

Project Risks

Dependence on the Property

The Resulting Issuer will be an exploration stage company and as such does not anticipate receiving revenue from its mineral properties for some time. The Resulting Issuer will be focused on the exploration and development of the Property, which does not have any identified mineral resources or reserves. Unless the Resulting Issuer acquires additional property interests (including but not limited to the Tenements and any interests arising out of the Permit Applications) any adverse developments affecting the Property could have a material adverse effect upon the Resulting Issuer and would materially and adversely affect any profitability, financial performance and results of operations of the Resulting Issuer.

Mineral exploration and development involves a high degree of risk and few properties that are explored are ultimately developed into producing mines. There is no assurance that the Resulting Issuer’s mineral exploration and development programs at the Property will result in the definition of bodies of commercial mineralization. There is also no assurance that even if commercial quantities of mineralization are discovered that Property will be brought into commercial production. Failure to do so will have a material adverse impact on the Resulting Issuer’s operations and potential future profitability. The discovery of bodies of commercial mineralization is dependent upon a number of factors, not the least of which is the technical skill of the exploration personnel involved. The commercial viability of a mineral deposit once discovered is also dependent upon a number of factors, some of which are the particular attributes of the deposit (such as size, grade and proximity to infrastructure), metal prices and government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals and environmental protection. Most of the above factors are beyond the Resulting Issuer’s control.

Exploration, Development and Production Risks

The exploration for and development of minerals involves significant risks, which even a combination of careful evaluation, experience and knowledge may not eliminate. Few properties that are explored are ultimately developed into producing mines. There can be no guarantee that the estimates of quantities and qualities of minerals disclosed will be economically recoverable. With all mining operations there is uncertainty and, therefore, risk associated with operating parameters and costs resulting from the scaling up of extraction methods tested in pilot conditions. Mineral exploration is speculative in nature and there can be no assurance that any minerals discovered will result in an increase in the Resulting Issuer’s resource base.

The Resulting Issuer’s operations will be subject to all of the hazards and risks normally encountered in the exploration, development and production of minerals. These include unusual and unexpected geological formations, rock falls, seismic activity, flooding and other conditions involved in the extraction of material, any of which could result in damage to, or destruction of, mines and other producing facilities, damage to life or property, environmental damage and possible legal liability. In addition, operations are subject to hazards that may result in environmental pollution, and consequent liability that could have a material adverse impact on the business, operations and financial performance of the Resulting Issuer.

Substantial expenditures are required to establish ore reserves through drilling, to develop metallurgical processes to extract the metal from the ore and, in the case of new properties, to develop the mining and processing facilities and infrastructure at any site chosen for mining. Although substantial benefits may be derived from the discovery of a major mineralized deposit, no assurance can be given that minerals will be discovered in sufficient quantities to justify commercial operations or that funds required for development can be obtained on a timely basis. The economics of developing precious metals and other mineral properties is affected by many factors including the cost of operations, variations in the grade of ore mined, fluctuations in metal markets, costs of 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 remoteness and restrictions on access of properties in which the Resulting Issuer has an interest will have an adverse effect on profitability as a result of higher infrastructure costs. There are also physical risks to the exploration personnel working in the terrain in which the Resulting Issuer’s properties will be located, often in poor climate conditions.

The long-term commercial success of the Resulting Issuer will depend on its ability to explore, develop and commercially produce minerals from its properties and to locate and acquire additional properties worthy of exploration and development for minerals. No assurance can be given that the Resulting Issuer will be able to locate satisfactory properties or acquisition or participation. Moreover, if such acquisitions or participations are identified, the Resulting Issuer may determine that current markets, terms of acquisition and participation or pricing conditions make such acquisitions or participation uneconomic.

Mineral Resources and Reserves

Because Quetzal has not defined or delineated any resource or reserve on any of its properties, mineralization estimates for its properties may require adjustments or downward revisions based upon further exploration or development work or actual production experience. In addition, the grade of ore ultimately mined, if any, may differ from that indicated by drilling results. There can be no assurance that minerals recovered in small-scale tests will be duplicated in large-scale tests under on-site conditions or in production scale.

Unless otherwise indicated, mineralization figures presented in this Filing Statement are based upon estimates made by Quetzal, personnel and independent geologists. These estimates are imprecise and depend upon geological interpretation and statistical inferences drawn from drilling and sampling analysis which may prove to be unreliable.

There can be no assurance that these estimates will be accurate; resource or other mineralization figures will be accurate; or such mineralization could be mined or processed profitably.

Insufficient Resources or Reserves

Substantial additional expenditures will be required to establish either resources or reserves on mineral properties and to develop processes to extract the minerals. No assurance can be given that minerals will be discovered in sufficient quantities to justify commercial operations or that the funds required for development can be obtained on a timely basis or at all.

Maintaining Interests in Mineral Properties

The Resulting Issuer’s continuing right to maintain its conditional interest in the Property will be dependent upon compliance with applicable laws and with the terms of the Option Agreement. There can be no assurance that the Resulting Issuer will have the funds, will be able to raise the funds or will be able to comply with the provisions of the Option Agreement relating to the Property which would entitle it to an undivided 100% interest therein and, if it fails to do so, its interest in the Property would be lost and the Option Agreement would terminate.

Option Agreement

The Option Agreement provides that the Resulting Issuer must make certain cash and share payments over a period of time to exercise the Option and acquire the Property. If the Resulting Issuer fails to make such payments as set out in the Option Agreement, the Resulting Issuer may lose its right to ultimately acquire an undivided 100% interest in the Property, wherein, failure to exercise the option will result in the Resulting Issuer having no beneficial interest in and to the Property.

No Assurances

There is no assurance that economic mineral deposits will ever be discovered, or if discovered, subsequently put into production. Most exploration activities do not result in the discovery of commercially mineable deposits. The Resulting Issuer’s future growth and profitability will depend, in part, on its ability to identify and expand its mineral reserves through additional exploration of the Property and on the costs and results of continued exploration and development programs. Mining exploration is highly speculative in nature, involves many risks and frequently is not productive. Most exploration projects do not result in the discovery of commercially mineable ore deposits and no assurance can be given that any anticipated level of recovery of mineral reserves will be realized or that any identified mineral deposit will ever qualify as a commercially mineable (or viable) ore body which can be legally and economically exploited. There can be no assurance that the Resulting Issuer’s exploration efforts at the Property will be successful.

Volatility of Commodity Prices

The development of the Property and any other project the Resulting Issuer acquires is dependent on the future prices of minerals and metals. The viability of developing the Property depends heavily on the price of gold.

Precious metals prices are subject to volatile price movements that are beyond the Resulting Issuer’s control, which can be material and occur over short periods of time. Factors affecting such volatility include, but are not limited to, interest and exchange rates, inflation or deflation, fluctuations in the value of the U.S. dollar and foreign currencies, global and regional supply and demand, speculative trading, the costs of and levels of precious metals production, and political and economic conditions. Such external economic factors are in turn influenced by changes in international investment patterns, monetary systems, the strength of and confidence in the U.S. dollar (the currency in which the prices of precious metals are generally quoted), and political developments.

The effect of these factors on the prices of precious metals, and therefore the economic viability of the Property and any project the Resulting Issuer may acquire in the future, cannot be accurately determined.

The prices of commodities have historically fluctuated widely, and future price declines could cause the development of (and any future commercial production from) the Property to be impracticable or uneconomical. As such, the Resulting Issuer may determine that it is not economically feasible to commence commercial production, which could have a material adverse impact on the Resulting Issuer’s financial performance and results of operations. In such a circumstance, the Resulting Issuer may also curtail or suspend some or all of its exploration activities.

Title Matters, Surface Rights and Access Rights

The Property may be subject to prior unregistered agreements of transfer or indigenous land claims, and title may be affected by undetected defects. Until any such competing interests have been determined, there can be no assurance as to the validity of title of the Property and any other mining or property interests derived from or in replacement or conversion of or in connection with the claims comprising the Property or the size of the area to which such claims and interests pertain. The Resulting Issuer cannot guarantee that title to its mineral properties will not be challenged. Title insurance is generally not available for mineral properties and the Resulting Issuer’s ability to ensure that it has obtained secure claim to individual mineral properties or mining concessions may be severely constrained.

Although, upon exercising the Option, will acquire the rights to some or all of the minerals in the ground, it does not thereby acquire any rights to, or ownership of, the surface to the areas covered by its mineral tenures. In areas where there are local populations or landowners, it is necessary, as a practical matter, to negotiate surface access. There is a risk that local communities or affected groups may take actions to delay, impede or otherwise terminate the contemplated activities of the Resulting Issuer. There can be no guarantee that the Resulting Issuer will be able to negotiate a satisfactory agreement with any such existing landowners/occupiers for such access, and therefore it may be unable to carry out significant exploration and development activities. In addition, in circumstances where such access is denied, or no agreement can be reached, the Resulting Issuer may need to rely on the assistance of local officials or the courts in such jurisdiction, which assistance may not be provided or, if provided, may not be effective. If the development of a mine on the Property becomes justifiable it will be necessary to acquire surface rights for mining, plant, tailings and mine waste disposal. There can be no assurance that the Resulting Issuer will be successful in acquiring any such rights.

Insurance and Uninsured Risks

The Resulting Issuer’s business is subject to a number of risks and hazards generally, including adverse environmental conditions, industrial accidents, labour disputes, unusual or unexpected geological conditions, ground or slope failures, cave-ins, catastrophic equipment failures, changes in the regulatory environment and natural phenomena such as inclement weather conditions, pandemics, floods and earthquakes. Such occurrences could result in damage to mineral properties or production facilities, personal injury or death, environmental damage to the Resulting Issuer’s properties or the properties of others, delays in mining, monetary losses and possible legal liability.

Although the Resulting Issuer will 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 a mining company’s operations. The Resulting Issuer 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. Moreover, insurance against risks such as environmental pollution or other hazards as a result of exploration and production is not generally available to the Resulting Issuer or to other companies in the mining industry on acceptable terms. The Resulting Issuer might also become subject to liability for pollution or other hazards that may not be insured against or that the Resulting Issuer may elect not to insure against because of premium costs or other reasons. Losses from these events may

cause the Resulting Issuer to incur significant costs that could have a material adverse effect upon its financial performance and results of operations.

Environmental Risks and Hazards

All phases of the Resulting Issuer’s operations are subject to environmental regulation. Environmental legislation provides for restrictions and prohibitions on spills, releases or emissions of various substances produced in association with certain mining operations, such as seepage from tailings disposal areas, which would result in environmental pollution. A breach of such legislation may result in the imposition of fines and penalties. In addition, certain types of operations require the submission and approval of environmental impact assessments. Environmental legislation is evolving in a manner that will require stricter standards and enforcement, increased fines and penalties for noncompliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for Companies and their officers, directors and employees. There is no assurance that existing or future environmental regulation will not materially adversely affect the Resulting Issuer’s business, financial condition and results of operations.

Permitting Risks

Government environmental approvals and permits are currently, or may in the future be, required in connection with the Resulting Issuer’s operation. To the extent such approvals are required and not obtained, the Resulting Issuer will be curtailed or prohibited from proceeding with planned exploration, development or operation of mineral properties.

Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions. Parties engaged in mining operations, including the Resulting Issuer, 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.

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

Infrastructure

Mining, processing, development and exploration activities depend on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important determinants, which affect capital and operating costs. Unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of such infrastructure could adversely affect the Resulting Issuer’s business, financial condition and results of operations.

Competition for Exploration, Development and Operation Rights

The mining industry is intensely competitive in all of its phases and the Resulting Issuer competes with many companies possessing greater financial and technical resources. Competition in the precious metals mining industry is primarily for: mineral rich properties that can be developed and produced economically; the technical expertise to find, develop and operate such properties; the labour to operate the properties; and the capital for the purpose of funding such properties. Many competitors not only explore for and mine

precious metals, but conduct refining and marketing operations on a global basis. Such competition may result in the Resulting Issuer being unable to recruit or retain qualified employees or to acquire the capital necessary to fund its operations and develop the Property as contemplated in the Technical Report. Existing or future competition in the mining industry could materially adversely affect the Resulting Issuer’s prospects for mineral exploration and success in the future.

Increased demand for services and equipment could cause project costs to increase materially, resulting in delays if services or equipment cannot be obtained in a timely manner due to inadequate availability, or at all, and increase potential scheduling difficulties and cost increases due to the need to coordinate the availability of services or equipment, any of which could materially increase project exploration, development or construction costs, result in project delays or both.

Governmental Regulation

The mineral exploration and development activities of the Resulting Issuer are subject to various laws governing prospecting, exploration, development, production, taxes, labour standards and occupational health, mine safety, toxic substances, land use, water use, land claims of local people and other matters in local areas of operation. Although the Resulting Issuer’s exploration and development activities are currently carried out in accordance with all applicable rules and regulations, no assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner which could limit or curtail exploration, development or production. Amendments to current laws and regulations governing the Resulting Issuer’s operations, or more stringent implementation thereof, could have an adverse impact on the Resulting Issuer’s business and financial condition.

Operational Labour and Employment Matters

While the Resulting Issuer has good relations with its employees and consultants, exploration and development at its mining properties is dependent upon the efforts of the Resulting Issuer’s employees. In addition, relations between the Resulting Issuer and its employees may be affected by changes in the scheme of labour relations that may be introduced by the relevant federal and provincial governmental authorities. Changes in such legislation or in the relationship between the Resulting Issuer and its employees may have a material adverse effect on the Resulting Issuer’s business, results of operations and financial condition.

Acquiring Additional Properties

Significant and increasing competition exists for mineral acquisition opportunities throughout the world. As a result of this competition, some of which is with large, better established mining companies with substantial capabilities and greater financial and technical resources, the Resulting Issuer may be unable to acquire rights to exploit additional attractive mining properties on terms it considers acceptable.

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 Property. If adequate infrastructure is not available in a timely manner, there can be no assurance that the exploration or development of the Property will be commenced or completed on a timely basis, if at all. Furthermore, unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of necessary infrastructure could adversely affect our operations.

Community Relationships

The Resulting Issuer’s relationships with the communities in which it operates are critical to ensure the future success of its existing operations and the construction and development of its projects.

The Property may be subject to the rights or the asserted rights of various community stakeholders, including First Nations. The presence of community stakeholders may impact the Resulting Issuer’s ability to develop or operate the Property or to conduct exploration activities. Accordingly, the Resulting Issuer is subject to the risk that one or more groups may oppose the continued operation, further development or new development or exploration of the Resulting Issuer’s current or future mining properties and projects. Such opposition may be directed through legal or administrative proceedings, or through protests or other campaigns against the Resulting Issuer’s activities. Governments in many jurisdictions must consult with, or require the Resulting Issuer to consult with, indigenous peoples with respect to grants of mineral rights and the issuance or amendment of project authorizations. The risk of unforeseen title claims by First Nations peoples also could affect existing operations as well as development projects. These legal requirements may also affect the Resulting Issuer’s ability to expand or transfer existing operations or to develop new projects.

Impact of Pandemic Disease on Global Economic Conditions and Economic Performance

The Resulting Issuer’s operations are subject to the risk of emerging infectious diseases or the threat of outbreaks of viruses or other contagions or epidemic diseases, such as the novel coronavirus (“ COVID19 ”) outbreak which began at the beginning of 2020. These infectious disease risks may not be adequately responded to locally, nationally or internationally due to lack of preparedness to detect and respond to outbreaks or respond to significant pandemic threats. As such, there are potentially significant economic and social impacts of infectious disease risks, including the inability of the Resulting Issuer’s mining and exploration operations to operate as intended due to a shortage of skilled employees, shortages or disruptions in supply chains, inability of employees to access sufficient healthcare, significant social upheavals, government or regulatory actions or inactions, decreased demand or the inability to sell precious metals or declines in the price of precious metals, capital market volatility, or other unknown but potentially significant impacts.

There are potentially significant economic losses from infectious disease outbreaks that can extend far beyond the initial location of an infectious disease outbreak. As such, both catastrophic outbreaks as well as regional and local outbreaks can have a significant impact on the Resulting Issuer’s operations, future cash flows, earnings, results of operations and financial condition. The Resulting Issuer may not be able to accurately predict the quantum of such risks. In addition, the Resulting Issuer’s own operations are exposed to infectious disease risks noted above and, as such, the Resulting Issuer’s operations may be adversely affected by such infectious disease risks. Accordingly, any outbreak or threat of an outbreak of a virus, such as COVID-19 or other contagions or epidemic disease could have a material adverse effect on the Resulting Issuer, its business, results from operations and financial condition. The COVID-19 outbreak at the beginning of 2020 has resulted in extended shutdowns of numerous business activities and supply chain disruptions. These shutdowns and disruptions have impacted the global economy and may have an adverse impact on the Resulting Issuer’s business. As new developments continue to arise, the full impact that COVID-19 may have on gold prices, commodity prices, costs and availability of supplies, availability of personnel and the global economy are not fully ascertainable. The direct and indirect effects of COVID19 could have a material adverse effect on the Resulting Issuer’s future cash flows, earnings, results of operations and financial condition. In addition, health concerns could result in social, economic and labour instability.

Corporate Risks

The Transaction May Not Be Completed

The Transaction is subject to final acceptance by the Exchange as evidenced by the Final Exchange Bulletin. There can be no assurance that all of the necessary approvals will be obtained. If the Transaction is not completed for any reason, Ankh will continue to search for and evaluate other investment opportunities; however, it will have incurred significant costs associated with the failed implementation of the Transaction.

Additional Funding Requirements

The exploration and development of the Property will require substantial additional capital. When such additional capital is required, the Resulting Issuer will need to pursue various financing transactions or arrangements, including joint venturing of projects, debt financing, equity financing or other means. Additional financing may not be available when needed or, if available, the terms of such financing might not be favorable to the Resulting Issuer and might involve substantial dilution to existing shareholders. The Resulting Issuer may not be successful in locating suitable financing transactions in the time period required or at all. A failure to raise capital when needed would have a material adverse effect on the Resulting Issuer’s business, financial condition and results of operations. Any future issuance of securities to raise required capital will likely be dilutive to existing shareholders. In addition, debt and other debt financing may involve a pledge of assets and may be senior to interests of equity holders. The Resulting Issuer may incur substantial costs in pursuing future capital requirements, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing and distribution expenses and other costs. The ability to obtain needed financing may be impaired by such factors as the capital markets (both generally and in the precious metals industries in particular), the Resulting Issuer’s status as a new enterprise with a limited history, the location of the Property, the price of commodities and/or the loss of key management personnel. Further, if the price of precious on the commodities markets decreases, then potential revenues from the Property will likely decrease and such decreased revenues may increase the requirements for capital. Failure to obtain sufficient financing will result in a delay or indefinite postponement of development or production at the Property.

Limited Operating History and Early Stage Property

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

The Property is in the early exploration stage and is without resources or reserves. The proposed programs on the Property are an exploratory search for a mineral deposit. Development of the Property will only follow upon obtaining satisfactory results. Exploration for and the development of minerals involve a high degree of risk and few properties, which are explored, are ultimately developed into producing properties. There is no assurance that the Resulting Issuer’s exploration and development activities will result in any discoveries of commercial bodies of ore.

The long-term success of the Resulting Issuer’s operations will be in large part directly related to the cost and success of its exploration programs, which may be affected by a number of factors.

Lack of Operating Cash Flow

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

Adverse General Economic Conditions

The unprecedented events in global financial markets in the past several years have had a profound impact on the global economy. Many industries, including the mineral exploration sector, were impacted by these market conditions.

Some of the key impacts of the financial market turmoil included contraction in credit markets resulting in a widening of credit risk, devaluations, high volatility in global equity, commodity, foreign exchange and precious metal markets and a lack of market liquidity. A similar slowdown in the financial markets or other economic conditions, including but not limited to, inflation, fuel and energy costs, lack of available credit, the state of the financial markets, interest rates and tax rates, may adversely affect the Resulting Issuer’s operations. Specifically, a global credit/liquidity crisis could impact the cost and availability of financing and our overall liquidity, the volatility of mineral prices would impact the Resulting Issuer’s prospects, volatile energy, commodity and consumables prices and currency exchange rates would impact costs and the devaluation and volatility of global stock markets would impact the valuation of its equity and other securities. These factors could have a material adverse effect on the Resulting Issuer’s financial condition and results of operations.

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

Claims and Legal Proceedings

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

Force Majeure

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

Uncertainty of Use of Proceeds

The intended use of proceeds in this Filing Statement 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 Resulting Issuer to apply these funds effectively could have a material adverse effect on the Resulting Issuer’s business, including the Resulting Issuer’s ability to achieve its stated business objectives.

Competition

All aspects of the Resulting Issuer’s business will be subject to competition from other parties. Many of the Resulting Issuer’s competitors for the acquisition, exploration, production and development of mineral properties, and for capital to finance such activities, will include companies that have greater financial and personnel resources available to them than the Resulting Issuer. Competition could adversely affect the Resulting Issuer’s ability to acquire suitable properties or prospects in the future.

Conflicts of Interest

Certain of the directors and officers of the Resulting Issuer will be engaged in, and will continue to engage in, other business activities on their own behalf and on behalf of other companies (including mineral resource companies) and, as a result of these and other activities, such directors and officers of the Resulting Issuer may become subject to conflicts of interest. The BCBCA provides that in the event that a director has a material interest in a contract or proposed contract or agreement that is material to the issuer, the director shall disclose his interest in such contract or agreement and shall refrain from voting on any matter in respect of such contract or agreement, subject to and in accordance with the BCBCA. To the extent that conflicts of interest arise, such conflicts will be resolved in accordance with the provisions of the BCBCA. To the proposed management of the Resulting Issuer’s knowledge, as at the date hereof there are no existing or potential material conflicts of interest between the Resulting Issuer and a proposed director or officer of the Resulting Issuer except as otherwise disclosed herein.

Dividends

To date, neither Ankh nor Quetzal has paid any dividends. Any decision to pay dividends on the Resulting Issuer Shares will be made by the Board on the basis of the Resulting Issuer’s earnings, financial requirements and other conditions.

Litigation

The Resulting Issuer and/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 Resulting Issuer 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 Resulting Issuer to incur significant expenses. Furthermore, because litigation is inherently unpredictable, the results

of any such actions may have a material adverse effect on the Resulting Issuer’s business, operating results or financial condition.

No Earnings and History of Losses

The business of developing and exploring resource properties involves a high degree of risk and, therefore, there is no assurance that current exploration programs will result in identifying further profitable operations. The Resulting Issuer has not determined whether the Property contains economically recoverable reserves of mineralized material and currently has not earned any revenue from its projects; therefore, the Resulting Issuer does not generate cash flow from its operations. There can be no assurance that significant additional losses will not occur in the future. The Resulting Issuer’s operating expenses and capital expenditures may increase in future years with advancing exploration, development and/or production from the Resulting Issuer’s properties. The Resulting Issuer expects to incur losses until such time as the Property or any future property it acquires enters into commercial production and generates sufficient revenue to fund continuing operations. There is no assurance that any of the Resulting Issuer’s properties will eventually enter commercial operation. There is also no assurance that new capital will become available and, if it does not, the Resulting Issuer may be forced to substantially curtail or cease operations.

Attracting and Retaining Talented Personnel

The Resulting Issuer’s success will depend in large measure on the abilities, expertise, judgment, discretion, integrity and good faith of management and other personnel in conducting the business of the Resulting Issuer. The Resulting Issuer will initially have a small management team and the loss of any of these individuals or the inability to attract suitably qualified staff could materially adversely impact the business. The Resulting Issuer’s ability to manage its operating, development, exploration and financing activities will depend in large part on the efforts of these individuals.

The Resulting Issuer’s success will depend on the ability of management and employees to interpret market and technical data successfully and to interpret and respond to economic, market and other business conditions in order to locate and adopt appropriate investment opportunities, monitor such investments and ultimately, if required, successfully divest such investments. Further, key personnel may not continue their association or employment with the Resulting Issuer which may not be able to find replacement personnel with comparable skills. The Resulting Issuer has sought to and will continue to ensure that management and any key employees are appropriately compensated; however, their services cannot be guaranteed. If the Resulting Issuer is unable to attract and retain key personnel, business may be adversely affected. The Resulting Issuer faces market competition for qualified personnel and there can be no assurance that the Resulting Issuer will be able to attract and retain such personnel.

Volatility of Market for Resulting Issuer Shares

The market price of the Resulting Issuer Shares may be highly volatile and could be subject to wide fluctuations in response to a number of factors, including: (i) dilution caused by issuance of additional Resulting Issuer Shares and other forms of equity securities, which the Resulting Issuer expects to make in connection with future financings to fund operations and growth, to attract and retain qualified personnel and in connection with future strategic partnerships with other companies, (ii) announcements of new acquisitions, reserve discoveries or other business initiatives by competitors, (iii) fluctuations in revenue from operations as new reserves come to market, (iv) changes in the market for gold and/or in the capital markets generally, (v) changes in the demand for minerals and metals; and (vi) changes in the social, political and/or legal climate in the regions in which the Resulting Issuer operates. In addition, the market price of the Resulting Issuer Shares could be subject to wide fluctuations in response to: (a) quarterly variations in operating expenses, (b) changes in the valuation of similarly situated Companies, both in the

mining industry and in other industries, (c) changes in analysts’ estimates affecting the Resulting Issuer, competitors and/or the industry, (d) changes in the accounting methods used in or otherwise affecting the industry, (e) additions and departures of key personnel, (f) fluctuations in interest rates, exchange rates and the availability of capital in the capital markets, and (g) significant sales of the Resulting Issuer Shares, including sales by future investors in future offerings which may be made to raise additional capital. These and other factors will be largely beyond the Resulting Issuer’s control, and the impact of these risks, singularly or in the aggregate, may result in material adverse changes to the market price of the Resulting Issuer Shares and/or the Resulting Issuer’s results of operations and financial condition.

Dilution Risk

In order to finance future operations and development efforts, the Resulting Issuer may raise funds through the issue of Resulting Issuer Shares or securities convertible into Resulting Issuer Shares. The constating documents of the Resulting Issuer will allow it to issue, among other things, an unlimited number of Resulting Issuer Shares for such consideration and on such terms and conditions as may be established by the directors of the Resulting Issuer, in many cases, without the approval of shareholders. The size of future issues of Resulting Issuer Shares or securities convertible into Resulting Issuer Shares or the effect, if any, that future issues and sales of the Resulting Issuer Shares will have on the price of the Resulting Issuer Shares cannot be predicted at this time. Any transaction involving the issue of previously authorized but unissued Resulting Issuer Shares or securities convertible into Resulting Issuer Shares would result in dilution, possibly substantial, to present and prospective shareholders of the Resulting Issuer.

Dividends

The Resulting Issuer does not intend to declare dividends for the foreseeable future as the Resulting Issuer anticipates that any future earnings will be re-invested in the development and growth of the business. Therefore, investors will not receive any funds unless they sell their Resulting Issuer Shares, and shareholders may be unable to sell their Resulting Issuer Shares on favorable terms or at all. Investors cannot be assured of a positive return on investment or that they will not lose the entire amount of their investment in Resulting Issuer Shares.

GENERAL MATTERS

Sponsorship

Pursuant to Exchange Policy 2.2 – Sponsorship and Sponsorship Requirements , sponsorship is generally required in conjunction with a Qualifying Transaction. Ankh has applied for, and been granted, an exemption from the sponsorship requirements of the Exchange.

Experts

The Qualified Person prepared the Technical Report. The Qualified Person did not hold any outstanding securities of either of Ankh or Quetzal, or of any Associate or Affiliate of either of them, when they prepared the Technical Report and did not receive any interest in any securities of either of Ankh or Quetzal, or of any Associate or Affiliate of either of them, in connection with the preparation of the Technical Report.

None of the Qualified Person are currently, nor are they expected to be elected, appointed or employed as, a director, officer or employee of Ankh, Quetzal or the Resulting Issuer, or of any Associate or Affiliate of the Resulting Issuer.

Baker Tilly WM LLP is the auditor of Ankh and is independent of Ankh within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of British Columbia.

WDM Chartered Professional Accountants is the auditor of Quetzal and is independent of Quetzal within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of British Columbia.

Other than as mentioned above, no Person or Company whose profession or business gives authority to a statement made by the Person or Company and who is named as having prepared or certified a part of this Filing Statement or as having prepared or certified a report or valuation described or included in this Filing Statement holds any beneficial interest, direct or indirect, in any property of Ankh, Quetzal or the Resulting Issuer or of an Associate or Affiliate of Ankh, Quetzal or the Resulting Issuer and no such Person is expected to be elected, appointed or employed as a director, senior officer or employee of Ankh, Quetzal or the Resulting Issuer or of an Associate or Affiliate of Ankh, Quetzal or the Resulting Issuer and no such Person is a promoter of Ankh, Quetzal or the Resulting Issuer or an Associate or Affiliate of Ankh, Quetzal or the Resulting Issuer.

There is no expertise report prepared to support the recommendation(s) of the Board.

Other Material Facts

There are no material facts about Ankh or the Transaction and, to the knowledge of Ankh, about Quetzal or the Resulting Issuer that are not disclosed under the preceding items and are necessary in order for this Filing Statement to contain full, true and plain disclosure of all material facts relating to Ankh, Quetzal and the Resulting Issuer, assuming completion of the Transaction.

Board Approval

The Board has approved this Filing Statement.

APPENDIX A

PROPERTY DISCLOSURE

Unless stated otherwise, the information in this Appendix A is based on the Technical Report, is effective as of the date of the Technical Report and was reviewed by, and included with the consent of the Qualified Person. Portions of the following information are based on assumptions, qualifications and procedures which are not fully described herein. Reference should be made to the full text of Technical Report which is available for review on SEDAR+ at www.sedarplus.ca. The Technical Report is not and shall not be deemed to be incorporated by reference in this Filing Statement.

Capitalized terms used but not defined in this Appendix A have the meanings given to them in the Technical Report. All figures and tables from the Technical Report are reproduced in and form part of this Listing Statement.

Executive Summary

The Technical Report is prepared by Sean Butler, P.Geo. (“Author”) for Quetzal Copper Limited (“Quetzal” or the “Company”) and Ankh Capital Inc. (“Ankh”) to document the Princeton Copper Property (“Property”) as a “Property of Merit”. The Princeton Copper Property is under option to Quetzal. The purpose of the Technical Report is to document the Princeton Copper Property as the qualifying property for a merger by Quetzal into the existing TSX Venture stock exchange listed Capital Pool company named Ankh.

The Author visited the Property on May 31, 2023. Several roads were driven on the Property and the Knob Hill and Aura anomaly areas were visited on foot.

The Property is located in the Province of British Columbia, Canada near the Town of Princeton. The centre of the Property is close to Latitude: 49°25' 4" North, Longitude 120° 27' 46" West.

The Property consists of 71 claims totalling 11,583 hectares. Table 4-1 of the Technical Report summarizes the claims included in the Property, including ownership and expiry dates. Several of the claims overlie in part previous claims held by other owners. Therefore, the total area is smaller than summarized in Table 4-1 of the Technical Report, but the Assessment Work requirements are on the larger value. Expiry dates of the claims are March 31, 2026 for most of the claims in the Property and September 11 and 20, 2023 respectively for the claims numbered 1088508 and 1097725.

There are two major agreements:

The first agreement is the acquisition of the Property by Quetzal from Princeton Copper Corp. with several related underlying agreements for the claims with third-party companies, detailed further in Section 4.3.1 of the Technical Report.

Princeton Copper Corp. has granted to Quetzal the exclusive irrevocable right and option to acquire the Property, free and clear of all Encumbrances other than the Underlying Royalty. In order for the Acquiror to exercise the Option, the Acquiror shall complete the following requirements:

making a cash payment equal to $120,000 to Princeton Copper Corp. within 45 Business Days of the Effective Date;
issuing or causing to be issued an aggregate of 3,850,000 Shares to Princeton Copper Corp., as follows:

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500,000 Shares within thirty Business Days of the Effective Date;
1,100,000 Shares within two years of the Effective Date; and
2,250,000 Shares within four years of the Effective Date;
incurring Expenditures on the Property of not less than the Minimum Annual Commitment in each Annual Period;
incurring aggregate Expenditures on the Property of not less than $15,000,000 during the Option Period; and
subject to Section 2.8 (Extended Option Period), completing a Feasibility Study on the Property.
Payments of $10,000 per month are due to Wild West Gold Corp. as per the underlying agreement of Princeton Copper Corp.

There is an underlying Royalty of two percent (2 %) Net Smelter Returns (“NSR”) on future production from the Property. One percent (1.0 %), of the NSR can be acquired upon the payment to Princeton Copper of a $1,000,000 lump sum.

The second agreement related to the Princeton Copper Property is the Amalgamation agreement.

The terms of the Amalgamation Agreement between Quetzal and Ankh, to allow the listing of the amalgamated company on the TSX Venture Exchange (“TSXV”), as noted in a News Release of May 16, 2023 are:

Ankh will consolidate (the "Consolidation") all of the then issued and outstanding Ankh Common Shares on the basis of one post-Consolidation Ankh Common Share for each previously outstanding two Ankh Common Shares and each Ankh Option and Ankh Warrant will be adjusted in accordance with their respective terms to account for the Consolidation;
Quetzal will subdivide (the "Subdivision") all of the then issued and outstanding Quetzal Common Shares on the basis of three post-Subdivision Quetzal Common Shares for each previously outstanding Quetzal Shares and each Quetzal Option will be adjusted in accordance with its terms to account for the Subdivision;
the holders of Quetzal Common Shares, as adjusted for by the Subdivision, will receive 1.0979668 common shares of the Resulting Issuer (on a post-Consolidation basis) in exchange for their Quetzal Common Shares (the "Exchange Ratio");
all outstanding Quetzal Options, as adjusted for by the Subdivision, will be replaced with equivalent convertible or exchangeable securities of the Resulting Issuer entitling the holders thereof to acquire common shares of the Resulting Issuer in lieu of Quetzal Common Shares adjusted to reflect the Exchange Ratio, and otherwise bearing the same terms of the securities they replace;
the management and board of directors of the Resulting Issuer will be determined by Quetzal and announced in further press releases; and
Ankh will change its name to such name as determined by Quetzal in its sole discretion, in compliance with applicable law and as may be acceptable to the TSXV.

No other back-in rights or encumbrances are known to the Author.

The Province of British Columbia has a process of claim title maintenance based on the value of reported exploration work called Assessment Work and recorded on the basis of an Assessment Report. The cost to maintain the claim title will be $526 to $1053 a year in exploration work until the year 2026 for the two small claims in the south. In 2026 the annual cost will be about $228,000 in exploration work. In 2027 and years beyond the annual cost be about $232,000 of exploration expenditures, which will be applied to the existing Property.

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Exploration work that includes surface disturbance requires a Notice of Work permit. Permits, that include diamond drilling, were applied for in September of 2022. They are being processed by the Province of British Columbia and await approval (Pers. Comm., Matthew Badiali, May, 2023).

The Property is located near Princeton, BC, which is at the intersection of Provincial Highways 3 and 5A. The Property area is accessed from Princeton by B.C. Highway 3 east to the paved Copper Mountain Road or to the lower section paved and the upper maintained gravel Willies Ranch Road or further east to the gravel topped Darcy Mountain Road. The Property area north of the Similkameen River is accessible from various gravel roads off of Old Hedley Road.

The town of Princeton has a population of approximately 3,000 and a diversified economy supported by mining, ranching, forestry and tourism. The town has services typical of its size including food, fuel, accommodation and experienced exploration field personnel.

Exploration work can be performed on a year-round basis. Winter work will likely require snow plowing and water line heating.

There is adequate Crown land area for a potential future mining operation. Some of the land overlying the Property is privately held and may need to be purchased if significant metal mineralization is confirmed under the private land. Another option is custom milling at the nearby existing mine to the west at Copper Mountain. This adjoining operating mine confirms the adequacy of electrical power, water and trained staff available locally to operate a mine.

Topography is gentle to moderate over most of the plateaus in the Copper Mountain area, where elevations range from 1,050 m to 1,300 m. The landforms on the claims range from rolling hill country with open valleys to steep areas found on the flanks of the Similkameen River valley and along deeply incised glacial drainage routes. The lowest elevation on the Similkameen River in the east is approximately 600 metres. The highest point on the Property is on a ridge just over 1,850 metres in the south end of the Property. Outcrop is limited to steeper slopes and higher ridges. The Similkameen River Valley and upper Willis Creek feature more rugged terrain with common outcrop and talus slopes.

Exploration activity in the Princeton area started with the discovery of placer gold and platinum in the Tulameen and Similkameen Rivers in the 1870’s. As the local placer deposits were exhausted hard rock mining became the principal local source for metals. The Copper Mountain mine area, adjoining to the west has operated for much of the past century and continues to operate now. The Miner Mountain advanced prospect is located to the north of the Property. The Hedley Gold and Nickel Plate mines, located about 30 kilometres to the east, were the major producers of lode gold in the region.

The Property consists of all the mineral tenures between the Copper Mountain Mine and Sego’s Miner Mountain property, plus a narrow extension to the south. This includes two historical minor “producers” active in the early 19th century, the Copper Farm mine, and the Mt. Holmes property. Various operators have conducted geological, geophysical (magnetics and Induced Polarization) surveys, geochemical surveys, stripping, and trenching during the past 60 years over parts of the Property.

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consisted of about one kilometre of underground development on three levels. This is located about six kilometres east of Princeton just south of the highway. Shipments to the smelter did not pay well (Starr, 1955). Several of the reports noted below are partially on the Property, but the details of how much is off the Property is obscured by historical landmarks of old grid and past claims that are not accurately located at this time.

There is a long history of exploration noted from about a century ago including several adits and other workings with a history in the last 70 years of more advanced exploration. Table 6-1 of the Technical Report summarizes much of the historical exploration work, mostly reported in the Assessment Reports (“ARIS”) recorded by the Province of British Columbia. These programs have included multiple different geophysical methods on different areas, rock, soil and silt geochemistry, including several advanced methods, geological mapping and limited diamond drilling.

The Princeton district is within the Quesnel Terrane (aka Quesnellia). This is a northerly trending Mesozoic tectonostratigraphic terrane composed of a volcanic arc with overlying sedimentary sequences, which were built on top of a deformed, oceanic sedimentary-volcanic complex (Harper Ranch and Okanagan subterranes). The Quesnel Terrane was formed offshore to the southwest of continental North America and accreted with other terranes onto North America in late Mesozoic times.

The major unit underlying the Property is the Nicola Group of generally volcanic rocks. It was subdivided into three subparallel belts separated by northerly trending faults. The Princeton Copper Property area is underlain by two of these belts.

The first belt is a sedimentary assemblage (Ladinian to middle Norian age) consisting mainly of greywacke, siltstone, argillite, alkalic intermediate tuff and reefal limestone, possibly recording a back-arc basin. The sedimentary assemblage is overlapped by the Eastern volcanic facies. These sedimentary sequences are the oldest rocks on the Property and are reported to occur north and east of the Shamrock showing. The assemblage was deposited between 223.4 and 218 million years ago.

The second belt, the Eastern volcanic facies, is a younger, westerly dipping belt (Late Norian age), which underlies most of the Property, composed of subaqueous and subaerial, alkali, intermediate and mafic flows, volcanic breccias, and epiclastic rocks that were deposited on or between emergent volcanic edifices from about 215 to 209.5 Ma.

The Nicola Group hosts several Late Triassic, alkalic intrusions. Locally the Copper Mountain intrusions are very significant and closely linked to the mineralized structures of the Copper Mountain deposit. The age of mineralization at Copper Mountain is Lower Jurassic (193 ± 7 Ma) from K/Ar dates of biotite in mineralized veins in Pit 1, Preto, 1972. This age agrees very closely to the age of the Smelter Lake and Voigt stocks of the Lost Horse Intrusions. Dykes, dyke swarms, and intrusive breccias are common, suggesting sub-volcanic intrusion of these units.

Locally on the Property are several other units, including the Bromley Batholith, that are related to skarn mineralization or are younger than the Copper Mountain and Miner Mountain mineralization. These units have not historically hosted significant metal mineralization and are therefore not the focus of the proposed exploration program of the Technical Report.

The primary commodity targeted at the Princeton Copper Property is copper, locally accompanied by silver and gold, as chalcopyrite in alkalic porphyry style mineralization. The showings and prospects commonly contain chalcopyrite, pyrite, pyrrhotite, magnetite, malachite, and azurite.

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century of mining at the Copper Mountain / Ingerbelle deposits. The major products are copper with gold and silver credits at the Copper Mountain mine operations. The target deposit type at the Miner Mountain property is for the same deposit type.

Quetzal has completed no exploration work, including no drilling, sampling on the Property.

The Author is not aware of any mineral processing or metallurgical testing on the Property. The Author is also not aware of any Mineral Resource Estimates on the Property.

Nicola Group volcanic rocks and the local intrusive rocks on the Property are important targets for porphyry copper exploration. Porphyry copper target areas include the six historic exploration areas and the newly identified geochemical and geophysical anomalies, including the Aura anomaly, outlined by the 2020 and 2021 exploration programs. Rocks of the Lost Creek Intrusive Complex, the origin of the Copper Mountain mine mineralization, are known to occur locally on the Property. The area of the core of the Property northeast of the Copper Mountain mine has a number of areas with alkalic style porphyry mineralization.

An extensive area of Nicola Volcanic rocks is covered by likely shallow Eocene volcanic rock of the Princeton Group east of the Boundary Fault, on the western side of the Property. These younger volcanics likely blanket the volcanic strata of Late Triassic – Early Jurassic age and coeval intrusive rocks. The deepseated regional rift, the Boundary Fault zone, along the western edge of the Property remains highly prospective due to the proximity of many of the Copper Mountain deposits to this fault. Systematic exploration at Sego Resources’ s Miner Mountain has outlined mineralized zones proximal to the Boundary Fault also.

Some of the issues that make this Property potentially challenging:

A large area of private land underlying the Property could increase the cost of exploration and development as well as make exploration more difficult. If a mineral deposit is discovered under private land, the land will have to be purchased before mining can begin.
The large claim landholding will increase land holding costs.
Potential future Aboriginal land title issues and concerns.
Permit issuing timing and the permitting terms.

The positives of the Property include:

The geophysical and soil geochemistry surveys in 2020 to 2021 show multiple targets, by multiple survey types, that are consistent with porphyry copper deposits. See Figure 6-3 to Figure 6-4 of the Technical Report.
There is a long history of exploration and much of this historical data is recorded and is available to review and incorporate into defining exploration targets.
The Property is next to an existing and historically large mine (Copper Mountain) and also adjoins another significant prospective property (Miner Mountain).
Princeton is a mining town.
Possible future synergies of custom mining/milling or the Property take over by the existing nearby mine operator.

The recommended future exploration program is a two-phase program.

The Phase One recommendation is a ground-based program to further refine and define the drill targets and explore outside the areas of the 2020 to 2021 surveys. The edges of and the unsurveyed areas between these recent surveys have potential targets that need to be defined before the final drill targeting and prioritization is completed. The goal is to quickly and relatively inexpensively find and define the best group of drill targets possible.

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The first activity is a combined survey using an UAV magnetometer and an Induced Polarization program, to infill and extend the existing 2020-2021 surveys areas. Following the results of the geophysical surveys a program of field geological mapping and rock sampling is combined with Mobile Metal Ion (MMI™) soil sampling. MMI™ is a technique that uses complex ligands to extract metals attached loosely to soil particles. It has proven often to better define metal mineralization below surficial glacial and alluvial deposits than conventional high acid extraction. The detailed geological mapping program is focused on lithology and alteration with a view of trying to explain the local topography and geology especially in areas with little or no outcrop, against the results of the IP and magnetics.

The goal is to interpret the probable geology under the glacial till. When these results are combined with the results of the 2019 to 2021 surveys drill targeting for Phase Two and Phase One reporting can be finalized.

The total metreage of Phase Two is predicated on the results of Phase One. Some targets are definable now from the existing 2020 to 2021 data, but Phase One results should provide more and/or higher priority drill targets. Therefore, contingent on the Phase One exploration results, up to 3,000 metres of diamond drilling should be enough to evaluate several target zones and areas and allow for the results that will allow a decision on future exploration.

Introduction

Terms of Reference

The Technical Report is prepared by Sean Butler, P.Geo., (“Author”) for Quetzal Copper Limited (“Quetzal” or the “Company”) and Ankh Capital Inc. (“Ankh”) to document the Princeton Copper Property (“Property”) as a “Property of Merit”. The Princeton Copper Property is under option to Quetzal. The purpose of the Technical Report is to document the Princeton Copper Property as the qualifying property for a merger by Quetzal into the existing TSX Venture stock exchange listed Capital Pool company named Ankh Capital Inc.

Sources of Information

The sources of information are generally public documents found on the internet. Most are government related documents including Assessment Reports and Property Files, prepared by professionals that document past exploration work on mining claims in British Columbia. There are multiple government geological reports of the regional geological bedrock in the area as well as topographic maps found on provincial and federal government websites. Several technical documents were found on the website of Sego Resources. A number of general reports of deposit types and similar subjects are summarized and then noted in the Reference section of the Technical Report. Quetzal provided maps from various historical reports along with GIS data sets prepared by professionals with previous experience on the Property. The Reference section of the Technical Report summarizes the documents used in the preparation of the Technical Report. Copies of the property agreements noted in Section 4.3 of the Technical Report were provided by Quetzal.

QP Personal Inspection of the Property

The Author visited the Property alone on May 31, 2023. Several roads were driven on the Property including;

Copper Mountain Road,
Highway 3,
Willies Ranch Road,
August Lake Road and

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Darcy Mountain Road.
A couple of field traverses were also done to Knob Hill and the Aura anomaly areas.
The Property was observed from multiple different directions including across the Similkameen River.

The Knob Hill area includes several low outcrops of the Nicola volcanic rocks with a number of trenches on a gentle hill top with small patches of trees in a generally a grass area (Photo 2-2 of the Technical Report). The Author visited multiple trenches and noted the presence of malachite (copper carbonate) in one location (Photo 2-3 of the Technical Report). This area has been the target of multiple historical exploration projects so the generation(s) of work that completed the trenches visited is unknown.

The Aura anomaly area was visited along a one-lane road and near this road. The area visited had no outcrops found by the Author. The forest is open and generally easily traversed in. The Aura anomaly is defined by 2020-2021 ground magnetics, Induced Polarization and confirmed to have copper by “Mobile Metal Ion” soil geochemistry. There is limited historical exploration on this target area.

No rock samples were collected by the Author, due to the limited outcrop. The Author saw malachite that confirmed the presence of copper on Knob Hill. Historically, there is limited work in the south end of the Property, with more difficult access. The south half of the Property was not visited by the Author due to the limited historical work and no target areas identified for the next phases of work recommended.

The Author drove up to the Copper Mountain Mine site entrance to confirm how close it is to the Property.

It is the Author’s opinion that this visit constitutes a QP Personal Inspection of the Property.

Reliance on Other Experts

The Author has not relied on other experts in the preparation of the Technical Report.

Property Description and Location

Location

The Property is located in the Province of British Columbia, Canada near the Town of Princeton.

The centre of the Property is close to Latitude: 49°25' 4" North, Longitude 120° 27' 46" West. The UTM (NAD83 Zone 10) coordinates of 684,000E 5,477,000N are also estimated to be close to the centre. The BC Government 1:20,000 TRIM Map-sheets 092H.028, 092H.038, 092H.039, 092H.048 and 092H.049 and the Canadian Government 1:50,000 NTS Map-sheets 092H/07 and 092H/08 cover the Property.

Property Description

The Property consists of 71 claims totalling 11,583 hectares. Table 4-1 of the Technical Report summarizes the claims included in the Property, including ownership and expiry dates. Several of the claims overlie in part previous claims held by other owners. Therefore, the total area is smaller than summarized in Table 4-1 of the Technical Report, but the Assessment Work requirements are on the larger value. Figure 4-2 of the Technical Report shows where these overlaps are located outside the bold property boundary. Expiry dates of the claims are March 31, 2026 for most of the claims in the Property and September 11 and 20, 2023 respectively for the claims numbered 1088508 and 1097725. Work will be required soon to be completed to maintain the title of the two claims expiring in September 2023.

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The Author is unable to verify the mineral title information beyond what is provided by the MTOnline website as a download.

Mineral claims in BC give the holder the right to the sub-surface metal minerals contained. They give no surface land rights, but do provide access to Provincial Crown Lands for exploration. Mining leases can be negotiated with the Province, for surface rights, during the mine permitting phase of mine development if enough metal can be found to justify an operating mine.

The local First Nations have made statements of rights to the land under the Princeton Copper Property. These rights are managed by the province, but will have an effect on the rights of the claim holders.

There are no parks or Indian Reserves overlying the Property.

Agreements

There are two major agreements; the first is the acquisition of the Property with several related underlying agreements with a third-party company for the claims.

Property Agreement

A copy of an agreement between Quetzal and Princeton Copper Corp. dated April 29, 2023 was provided by Quetzal. This agreement notes other underlying previous agreements including one between Princeton Copper Corp. and Wild West Gold Corp. (“Wild West”) for the Wild West owned claims that were optioned to Princeton Copper Corp. Some of the Wild West claims were acquired under another previous agreement with Granby Copper Cop., which later changed its name to Princeton Copper Corp. The claims owned by the two different companies can be noted in Table 4-1 of the Technical Report and found on Figure 4-2 of the Technical Report.

The terms of the Property agreement include:

Princeton Copper Corp. hereby grants to Quetzal the exclusive irrevocable right and option to acquire the Interest free and clear of all Encumbrances other than the Underlying Royalty. In order for the Acquiror to exercise the Option, the Acquiror shall complete the following requirements:

making a cash payment equal to $120,000 to Princeton Copper within 45 Business Days of the Effective Date;
issuing or causing to be issued an aggregate of 3,850,000 Shares to Princeton Copper Corp., as follows:
500,000 Shares within thirty Business Days of the Effective Date;
1,100,000 Shares within two years of the Effective Date; and
2,250,000 Shares within four years of the Effective Date;
incurring Expenditures on the Property of not less than the Minimum Annual Commitment in each Annual Period;
incurring aggregate Expenditures on the Property of not less than $15,000,000 during the Option Period; and
subject to Section 2.8 (Extended Option Period), completing a Feasibility Study on the Property.
Payments of $10,000 per month are due to Wild West as per the underlying agreement of Princeton Copper Corp.

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Underlying Property Agreement

The terms of the underlying property agreement between Wild West and Princeton Copper Corp. (under its previous name of Granby Copper Corp.) dated July, 27, 2018 on the claims noted in Figure 4-2 of the Technical Report and Table 4-1 of the Technical Report include:

Payment of $1.5 million as follows:

$5,000 on execution of the agreement;
$45,000 on or before July 31, 2018;
$10,000 by the first day of each month commencing on August 1, 2018 and continuing up to and including June 1, 2028;
$260,000 on July 1, 2028.

Incurring and filing on an annual basis of the minimum exploration expenditures on the property (Assessment Work) to maintain the claims in good standing.

Granting of a 2% net smelter royalty on the claims of Wild West once the option has been exercised.

Quetzal has been making the $10,000 monthly payments to Wild West since May 1, 2023. The previous payments and obligations were due to Princeton Copper Corp. The Author has not been able to confirm how many of Princeton Copper Corp. obligations it completed, but it is assumed all up to the date of the Quetzal agreement.

Amalgamation Agreement

Ankh will consolidate (the "Consolidation") all of the then issued and outstanding Ankh Common Shares on the basis of one post-Consolidation Ankh Common Share for each previously outstanding two Ankh Common Shares and each Ankh Option and Ankh Warrant will be adjusted in accordance with their respective terms to account for the Consolidation;
Quetzal will subdivide (the "Subdivision") all of the then issued and outstanding Quetzal Common Shares on the basis of three post-Subdivision Quetzal Common Shares for each previously outstanding Quetzal Shares and each Quetzal Option will be adjusted in accordance with its terms to account for the Subdivision;
the holders of Quetzal Common Shares, as adjusted for by the Subdivision, will receive one common share of the Resulting Issuer (on a post-Consolidation basis) in exchange for their Quetzal Common Shares, at a ratio to be determined based on a valuation of Quetzal determined in connection with the Private Placement (as defined below) in the context of the market (the "Exchange Ratio");
all outstanding Quetzal Options, as adjusted for by the Subdivision, will be replaced with equivalent convertible or exchangeable securities of the Resulting Issuer entitling the holders thereof to acquire common shares of the Resulting Issuer in lieu of Quetzal Common Shares adjusted to reflect the Exchange Ratio, and otherwise bearing the same terms of the securities they replace;

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the management and board of directors of the Resulting Issuer will be determined by Quetzal and announced in further press releases; and
Ankh will change its name to such name as determined by Quetzal in its sole discretion, in compliance with applicable law and as may be acceptable to the TSXV.

A payment of $120,000 was made on July 5, 2022 and 500,000 shares were released on June 13, 2022 to Princeton Copper Corp. Payments of $10,000 per month have been made to Wild West since May, 2023.

No other back-in rights or encumbrances are known to the Author.

Mineral Title Maintenance Requirements

The current Assessment Work requirements in British Columbia are reflected below. Assessment Work is documented mineral exploration expenditures.

$5.00 per hectare for anniversary years 1 and 2;
$10.00 per hectare for anniversary years 3 and 4;
$15.00 per hectare for anniversary years 5 and 6; and
$20.00 per hectare for subsequent anniversary years

Any work completed in excess of the annual requirements can be applied to future years assessment values at rates as reflected in this list above up to ten years into the future. The Payment Instead of Exploration and Development work (“PIED”) rate has been set by government statute at double the value of the corresponding Assessment Work requirement as an alternative title maintenance option. PIED is a direct cash payment to the Provincial Government for title maintenance in lieu of Assessment Work. An Assessment Report detailing the results of the exploration work is required to confirm any work applied.

The cost to maintain title will be $526 to $1053 a year in exploration work until the year 2026 for the two small claims in the south. In 2026 the annual cost will be about $228,000 in exploration work. In 2027 and years beyond the annual cost be about $232,000 of exploration expenditures, which will be applied to the existing Property.

There are provisions for optionally decreasing the number and/or size of the claims in the future as highlyprospective and barren zones are better defined and assessment maintenance will change proportionally with these provisions.

The local First Nations will be required to be Consulted before Exploration Permits are issued. The provincial regulatory programs will determine with which First Nation(s) and to what extent Consultation is required before an advanced exploration project is permitted. The Author is aware that the Upper Similkameen First Nation has been consulted and discussions continue (Pers. Comm., Matthew Badiali, May, 2023).

Permits Required for Work

In BC there are no government permits required for work with little or no surface disturbance such as geological mapping, soil and rock sampling, airborne studies, hand-dug trenching and similar. If further work with a surface disturbance such as mechanically dug trenching, drilling, road construction, cutting of merchantable timber or line cutting is to be performed a Notice of Work (“NOW”) needs to be filed online with the government at FrontCounter BC. The government will assess the proposed disturbance, distribute the Notice to all impacted parties and prescribe a reclamation program for the end of the work as well as a bond to ensure reclamation. Time for approval varies by region, season and the extent of disturbance.

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Permits, that include diamond drilling, were applied for in September of 2022. They are being processed by the Province of British Columbia and await approval (Pers. Comm., Matthew Badiali, May, 2023).

There is an obligation by the Company to consult any surface landowners with agricultural land or a residence over whose land work will be done for access. Access can be refused or limited, by the property owner. The land owners also could request a reclamation bond be posted as well if disturbance is planned. There are a significant number of private properties overlying the Property.

Environmental Liabilities

The Author is not aware of any environmental liabilities, but there may be some areas of historical exploration that have not been fully reclaimed and will be requested to correct. There is the large area of tailings from the historic operation of the Copper Mountain mine from the 1920s to 1950s on the property and waste dumps from small underground exploration and mining operations in the 10920s and 1930s.

Other Possible Liabilities to Exploration and Development

There is a significant area of third-party privately owned land, with surface rights, within the Property that could possibly make local access difficult. Permission of the land owner is required before accessing private land, including a waiting period for confirmation. Access can be refused or limited by the property owner. The land owners also could request a reclamation bond be posted as well if disturbance is planned.

Accessibility, Climate, Local Resources, Infrastructure and Physography

Accessibility

The Property is located near Princeton, BC, which is at the intersection of Provincial Highways 3 and 5A. The core of the Property area is accessed from Princeton by B.C. Highway 3 east to the paved Copper Mountain Road or to the lower section paved and the upper maintained gravel Willies Ranch Road or further east to the gravel topped Darcy Mountain Road. Local existing gravel mining, farm and logging roads branch off the main roads providing good access to much of the claim area. Several of the older logging trails are no longer passable to full-size vehicles but can often be used by ATV’s. The closest railway access is at Hope, about 120 km west of the site. See Figure 5-1 of the Technical Report for the major roads on the Property. The Property area north of the Similkameen River is accessible from various gravel roads off of Old Hedley Road.

Climate

The Princeton region features a central interior climate of hot dry summers and mild winters with low to moderate precipitation modified by the proximity to higher mountains to the west that create a rain shadow. Overall, the climate is typical of the southern interior of British Columbia, light winter snows are common from mid-November through March. Temperatures range from an annual high of about 35°C to a minimum of −30°C, with the annual mean temperature near 6°C. Total annual snowfall of approximately 200cm, results in accumulated (compacted) snow depths of approximately 60cm to 70cm on higher ground.

The bio-geoclimatic (BGC) zones for the area are Ponderosa Pine–Bunchgrass at the lower elevations, transitioning into lodge pole pine and spruce forests at the higher elevations.

Local Resources

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accommodation and experienced exploration field personnel. The proximity of Vancouver and the Lower Mainland to the west, and Kamloops to the north provide good access to support services and supplies. The adjoining open-pit mine at Copper Mountain supports the local mining services infrastructure and personnel. A local airfield is available for small aircraft access. Penticton, about 100 kilometres away, is the nearest airport with daily scheduled air service.

Exploration work can be performed on a year-round basis. Winter work will likely require snow plowing and water line heating. Water may have to be trucked to some locations for drilling purposes.

Infrastructure

Electricity to the region is supplied from the BC Hydro Nicola (NIC) Substation near Merritt along a 138 kV transmission line, owned and maintained by BC Hydro, to the Princeton substation (PRI) operated by Fortis BC. The Provincial Highway 3 crosses the north side of the Property along the Similkameen River. Various lakes, creeks and the Similkameen River are the local sources of water.

There is adequate Crown land area for a potential future mining operation. Some of the land overlying the Property is privately held and may need to be purchased if significant metal mineralization is confirmed under the private land. Another option for operation is custom milling at the nearby existing mine to the west at Copper Mountain. This adjoining operating mine confirms the regional adequacy of electrical power, water and trained staff available locally to operate a mine.

Physiography

The Property lies at the southern end of the Thompson Plateau and is part of a transitional belt between the Interior Plateau to the north and the Cascade Mountains to the west and south. Topography is gentle to moderate over most of the plateaus in the Copper Mountain area, where elevations range from 1,050 m to 1,300 m. The landforms on the claims range from rolling hill country with open valleys to steep areas found on the flanks of the Similkameen River valley and along deeply incised glacial drainage routes. The lowest elevation on the Similkameen River in the east is approximately 600 metres. The highest point on the Property is on a ridge just over 1,850 metres in the south end of the Property.

Outcrop is limited to steeper slopes and higher ridges. The Similkameen River Valley and upper Willis Creek feature more rugged terrain with common outcrop and talus slopes.

History

The Property is large and located close to a long operating mine at Copper Mountain. The history and past historical ownership are complicated and many of the historical details are lost or obscured by conflicting historical records. The following data is the best available and was generally sourced from the information in Davidson, et. al., 2021 plus a review of multiple other technical and MINFILE reports.

Detailed information and geochemical results from previous exploration, trenching, and drilling programs are limited and often non-compliant with NI43-101. It does however provide useful guidance for future exploration.

Exploration activity in the Princeton area started with the discovery of placer gold and platinum in the Tulameen and Similkameen Rivers in the 1870’s. As the local placer deposits were exhausted hard rock mining became the principal local source for metals. The adjoining Copper Mountain property was discovered on the early 1900s and was put into production in 1923. It has operated as first an underground and later an open pit operation which continues today. The Hedley Gold and Nickel Plate mines, located about 30 kilometres to the east, were the major producers of lode gold in the region.

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Exploration on the Princeton Copper Property

There are a number of adits and other exploration and mine development in localized areas of the Property. In the area of the CEE prospect (MINFILE 092HSE140) an extended period of exploration and mine development occurred by the Princeton Mining and Development Co., from 1918 to 1929. The work consisted of about one kilometre of underground development on three levels. This is located about six kilometres east of Princeton just south of the highway. Shipments to the smelter did not pay well (Starr, 1955). Several of the reports noted below are partially on the Property, but the details of how much is off the Property is obscured by historical landmarks of old grid and past claims that are not accurately located at this time.

Table 6-1 of the Technical Report summarizes much of the historical exploration work, mostly reported in the Assessment Reports (“ARIS”) recorded by the Province of British Columbia.

More detailed summaries of some of the historical exploration work as sourced in Davidson et. al., 2021 plus the additions of recent work is further summarized below.

Figure 6-1 of the Technical Report shows the general location of the centre of historical exploration work or the historical property on which the work was completed on the Princeton Copper Property.

Mapping and Prospecting

1973 (L. Sookochoff): Copper Farm / Barb Adit

In June of 1973 a preliminary geological investigation of the Barb property owned by G. Siemens and located just south of the Similkameen River roughly 6.5 km east of Princeton, was conducted by L. Sookochoff, P. Eng. Workers described finding a porphyry containing visual copper and a high-grade copper vein in a shear zone striking north-south (Sookochoff, 1973). Workers concluded that the presence of significant structural breaks with incipient mineralization and the possibility of locating similar adjacent zones was encouraging enough to warrant further exploration and recommended follow-up geochemical and geophysical work and drilling.

2007 (J. Nebocat): Chalco / Mt. Holmes

Work was conducted on the Chalco claims located on the north side of the Similkameen River in November of 2007. Work consisted of a brief geological investigation of the property; workers observed that skarn mineralization appeared to be concentrated along the flanks of the Bromley batholith near contacts with overlying Nicola Group lithology’s while the central part of the intrusion appeared to be generally unmineralized. Skarn alteration and mineralization was interpreted to possibly represent a distal phase to porphyry-style mineralization (Nebocat, 2008). Follow-up mapping and prospecting was recommended.

2010 (Solitaire Minerals): Knob Hill south

A program of geological mapping, soil and stream silt sampling was completed on a block of claims south of Knob Hill. Two soil geochemistry anomalies were identified.

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2014 (Blue Horizon): Knob Hill & CEE

In November of 2014, a geological investigation of the Knob Hill and CEE areas was conducted by Burton Consulting Inc. at the behest of Blue Horizon. Workers investigated historical mapping and reports of syenodiorite occurrences at Knob Hill and determined there were no exposures of syenodiorite and that Knob Hill is composed of Nicola volcanics consisting mainly of basaltic flows with local magnetite. The CEE area was determined to have potential for a large area of copper mineralization hosted within the Bromley Batholith (Burton, 2015).

2018 (Granby Copper Corp.) Volcanic Neck, CEE, Chalco, Bornite

Warwick, 2018 completed a geological review of the northern parts of the Property including visits to many of the showings in the north. The maps and cross sections better define the surface geology on the north end of the Property.

2019 (Granby Copper Corp.): Allenby Area

Warwick, 2019 was a three-day prospecting and mapping program in the Allenby area of the Property.

Rock Sampling and Trenching

1983 – 84 (Pacific Seadrift): Bud & Hop Claims

Seadrift International Exploration Ltd. conducted work on the Bud and Hop claims from November 1983 to May 1984 and collected 17 rock samples and 206 soil samples. Rock samples collected from a pit sunk into a massive pyrite zone with patches of chalcopyrite. Mineralization in the pit did not appear to have visual continuation, however geochemistry was noted to extend copper values for 200 metres north and 300 metres south. Another large rusty area of gossan with some malachite was sampled (Hopper, 1984). Trenching was conducted in an area of high copper soil values and found some chalcopyrite-chalcocite mineralization. All samples were collected in the North Zone roughly one to two kilometres northeast of August Lake and one to three kilometres south of the Similkameen River on Darcy Mountain.

2006 (John R. Kerr): Geoff Claims

In June of 2006 John R. Kerr visited the Geoff claims to conduct geochemical silt, soil, and rock sampling.

2011 (Blue Horizon): Darcy Mountain & Basely Creek Area

In 2011 a large-scale exploration program was carried out by Blue Horizon consisting of 706 metres of trenching in 20 trenches and eight diamond drill holes at five locations totaling 1,508 metres. Trenches were excavated on the north slope of Darcy Mountain, the east side of Basely Creek, and the west side of Basely Creek. Trenching returned anomalous copper and gold values and exposed zones of massive fine-grained magnetite with disseminated chalcopyrite (T11-5), chalcopyrite quartz diorite (T11-18) and copper skarn (T11-19). Workers concluded that the highest copper and gold values were found in the Nicola volcanics with localized massive magnetite-pyrrhotite and disseminated chalcopyrite, while some quartz diorite was found to host significant chalcopyrite mineralization (Burton and Simmons, 2012).

2014 (Blue Horizon): CEE Area

Blue Horizon returned in 2014 to conduct rock sampling and prospecting. Samples of monzonitemonzodiorite from the CEE area returned copper results from the Bromley intrusive rocks mineralized

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with discrete grains of chalcopyrite (Burton, 2015). Copper-bearing outcrops were traced for 300 metres east-west and 200 metres north-south and were reported to remain open in all directions.

2021 (Princeton Copper Corp.): Various areas

The 2021 survey included visiting multiple historical mineralized prospects on the Property and collecting 94 rock samples, Davidson and Fraser, 2022.

Soil Geochemistry

There have been multiple historical small to intermediate scale soil geochemical surveys completed on the Property. Some of the more significant surveys include:

1986 (Seadrift International Exploration Ltd.): Bud & Hop Claims / Darcy Mountain

Seadrift International Exploration Ltd. returned in 1986 to follow up on geochemical anomalies identified in the 1983-84 program. A total of 166 samples were collected for analysis on two grids each measuring 300 m by 500 m with 50 m spacing placed over previously identified anomalous zones. Anomalies were determined to be present in intermediate to mafic rock containing relatively high background metal concentrations and it was suggested that copper incursions resulted from the events which formed the nearby Copper Mountain porphyry deposit (Hopper, 1986); no further work was recommended. The 1987 report by Seadrift International Exploration Ltd. did not address the presence of chalcopyrite-chalcocitemalachite mineralization in outcrops, trenches, and test pits previously identified on the property.

2020 (Princeton Copper Corp.): Knob Hill

A Spatiotemporal Geochemical Hydrocarbon (SGH) survey of the Knob Hill area was completed. The method examines the composition and distribution of hydrocarbons found in the soil. The targeted hydrocarbons are assumed to be produced by bacteria over areas of buried sulphide mineralization. The results were considered good and the south end of the survey area was interpreted to be higher in copper and gold pathfinder hydrocarbons.

2021 (Princeton Copper Corp.): Knob Hill

A Mobile Metal Ion (“MMI™ ”) soil geochemistry survey was completed on the Knob Hill, Knob Hill North, Bud South and Aura Anomaly areas. The southern one-third of the survey grid shows an anomalous area of copper/gold/silver in soil. There are also a group of XRF values in soil samples. The XRF values are not as consistent in showing the anomalies just south of the MMI™ survey. See Figure 6-2 of the Technical Report for MMI™ value ranges.

MMI™ is a laboratory method, proprietary to SGS Laboratories, that uses careful soil sampling strategies, sophisticated chemical ligands and ultra-sensitive detection instrumentation. It is especially well suited for deeply buried mineral deposits. MMI™ measures metal ions that travel upward from mineralization to unconsolidated surface materials such soil, till, sand and so on. These mobile metal ions are released from mineralized material and travel upward toward the surface. Because these mobile, loosely bound ionic complexes are in very low concentrations, measurement is by conventional ICP-MS and the latest evolution of this technology.

Geophysical Surveys

1966 – Induced Polarization (Silver Arrow Exploration Ltd.): Budd, Lorna, Spruce Claims

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An Induced Polarization (“IP”) study was carried out by Silver Arrow Exploration Ltd. in May of 1966 consisting of five lines totaling roughly ten line-kilometres on the Budd, Lorna, and Spruce claims. The survey consisted of 2-second time-domain IP and DC resistivity using a three-electrode array with an electrode spacing of 200 feet and a reduced spacing of 100 feet over zones of anomalous readings. Workers concluded that an anomaly on line 1, reported to be just west of an old adit in which some copper mineralization is known (Falconer, 1966). An anomaly on line 10 identified a zone interpreted to be 2-4 % sulphides lying at a depth of no more than 35 feet (10 m).

1967 –Induced Polarization (A.G.N. Syndicate): Bob & Bon Claims

In 1967 the Bob and Bon groups of claims were optioned from Federated Mining Corp. and transferred to Glenn Clark of A.G.N. Syndicate. A time-domain induced polarization survey was conducted on the claims in the fall of the same year. IP results indicated almost 50 % of the surveyed area yielded higher than normal apparent chargeability’s indicating between 1-3 % sulphides average by volume of chargeable material with depths ranging from less than 50 feet (<15 m) to over 250 feet (>75 m) (Clark, 1967).

1969 – Magnetometer (Thor Exploration Ltd.): Darcy Mountain

In April of 1969, a magnetometer survey was conducted on the CY group of mineral claims on the western flank of Darcy Mountain, roughly 6.5 kilometres southeast of Princeton. The work was conducted by Thor Exploration Ltd. to follow up on a previously identified magnetic anomaly reported in a December 15th, 1968, report by J. Sullivan, P.Eng. The magnetic survey was run along a baseline and crosslines at 500 foot intervals with readings taken at 100 foot intervals. The previously reported magnetic high was outlined in crosslines and along the baseline, in addition to two smaller anomalies. Further geochemical and geological assessment was recommended to follow-up on the anomalies and ascertain their significance (Bullis, 1969). Thor Exploration Ltd. conducted geochemical sampling over the magnetic anomalies the same year.

1975 – Magnetometer (V.L. Paulger): Barb Claims / Copper Farm

In 1975 a magnetometer survey was conducted over the Barb claims on the northern flank of Darcy Mountain, just south of the Similkameen River, at the time held by V.L. Paulger. Two magnetic anomalies were identified in the Barb #3 and southern portion of Barb #1 claims. More detailed magnetic surveying along with mapping, trenching, and sampling were recommended (Timmins, 1975).

1989 – Induced Polarization (Gold Brick Resources Corp.): August Lake Area

An IP survey was completed on the Bud-Dee claim group in the vicinity of August Lake in June to July of 1989 by Gold Brick Resources Corp. The IP survey was conducted with the intent of extending the IP anomaly identified in 1967 and locate new anomalous areas. The results of the IP survey indicated two distinct rock types in the survey area: higher resistivity rocks interpreted to be possibly intrusive on the south and east portion of the grid, and low resistivity rocks interpreted to be possibly volcanic in the central and northwestern portion of the survey area. Two chargeability anomalies located on the southeastern and southwestern portion of the grid appeared to confirm the results of the 1967 survey by A.G.N. Syndicate (Visser, 1989).

2010 – Magnetometer (Blue Horizon Mining Inc.): Princeton Area

Blue Horizon conducted a magnetic survey on the Vermillion Forks claim group in 2010 to explore for magnetite-rich skarn copper mineralization observed in trenches and pits. The main grid (Vermillion grid) was conducted around the Craigmont type skarn discovery and included many of the old known showings. A smaller grid (Bus Zone grid) was run to the southwest near a magnetite-rich dyke or intrusive. Mineralization was determined to generally be associated with smaller amplitude magnetic anomalies or

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on the flanks where there is a steep change in magnetic amplitude. The eastern part of the western portion of the Vermillion grid were determined to be the most prospective for Craigmont type deposits – roughly along the contact between eastern volcanic facies and the sedimentary facies of the Nicola Group (Burton, 2010).

2011 – Magnetometer, radiometric (Blue Horizon): Princeton Area

Blue Horizon returned to the Vermillion Forks claim group in 2011 to follow up on and extend the 2010 findings with additional ground magnetometer and a radiometric survey. The 2011 magnetic survey showed that the magnetic low caused by the sedimentary facies of the Nicola Group extends south beyond the 2010 survey and to the extent of the 2011 survey. The magnetic low split as it trended south and encountered a widening finger of magnetically high volcanics. This feature was identified to be potentially important to a further extension of the discovery copper skarn zone (Burton and Simmons, 2011). Radiometric surveying highlighted some discernible structural lineations which can be found on the magnetic data.

2020 - Ground Magnetics (Princeton Copper Corp.) Knob Hill

A ground magnetometer survey of the Knob Hill area was completed. The 2.5 wide by 2.4 kilometre long grid showed some very interesting results. There are several near circular magnetic lows surrounded by highs. These are noted to be consistent with copper porphyry alteration patterns, such as the target marked Aura Core in Figure 6-3 of the Technical Report. There are also more regional data of magnetic lows interpreted to trend northeast-southwest among others. Fraser, 2021. See Figure 6-3 of the Technical Report.

2020 - Induced Polarization (Princeton Copper Corp.): Knob Hill

Warwick, 2022 reports on the 2020 Induced Polarization program done over the Knob Hill area. The report reference’s locations on the ground magnetics survey to the IP survey. See Figure 6-4 of the Technical Report with the Aura Core label as reference to the location in Figure 6-3 of the Technical Report.

2021 - Drone Magnetics (Princeton Copper Corp.): Knob Hill, BUD South and Copper Farm

UAV (drone) magnetic survey extending the area to the north of the 2020 Knob Hill ground survey grid. Other small grids were also flown over the Cooper Farm and BUD South prospects. See Figure 6-3 of the Technical Report.

Drilling

There are number of holes in the CEE area that are included on Figure 6-5 of the Technical Report that are not fully documented and location is approximate to many historical holes due to the original locations record in long lost claim and/or grid locations.

1971 (Knob Hill Explorations): Knob Hill

One vertical hole (K.H.E. 2) completed and returned disappointing results with no sulphides seen (MacCormack, 1971).

1976 (Mt. Darcy Explorations Ltd.): CEE

Two drill holes, DDH 76-1 and 76-2, were completed with a combined depth of 1865.5 metres (Trenholme, 1977).

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1977 (Exel Exploration Ltd.): CEE / Darcy Mountain

Exel Exploration Ltd. completed a single drill hole on the G.O.D. claims in 1977 collared on the north slope of Darcy Mountain adjacent to Highway 3. The hole was bored at AQ diameter to 250 feet with azimuth 030 and a dip of -44 (DDH 1977-3). The hole intersected gray, red, and white granodiorite ascribed by operators to the “Similkameen Body”. Lithologies were described as grey quartz diorite through to pink granodiorite to granite. Weak scattered sulphide mineralization was noted mostly as pyrite with some chalcopyrite usually found in fractured sections of pink granodiorite (Kelly, 1978). Assay results from this hole are not reported.

1978 (Northern Lights Resources Ltd.): G.O.D.

DDH 78-1 was drilled to 90.9 metres and returned low grade silver values (Phendler, 1979).

1987 (G & V Explorations Ltd.): BUD

Three holes (DDH 87-1 to 87-3) were drilled on the BUD claims with disappointing results (McLeod, 1987).

2011 (Blue Horizon): CEE / Darcy Mountain

In 2011 Blue Horizon completed eight HQ diamond drill holes totaling 1,508 metres from five locations on the north flank of Darcy Mountain. Drilling was conducted with the intent of testing mineralization below the trenches from the same year.

Hole V11-1 intersected fragmental rock for 15.09 metres from 16.92 meters to 32.01 metres containing magnetite and chalcopyrite. Four core samples were split in this mineralized zone. Hole V11-3 intersected pyrite and magnetite in Nicola volcanics; two core samples assayed 813 ppm Cu and 824 ppm Cu, respectively. Diamond drilling showed that copper mineralization observed in surface trenching extends with depth. Highest copper and gold values were found in fragmental rocks containing mineralized Nicola volcanics (Burton and Simmons, 2012).

Other Details

There have been no Mineral Resource Estimates, Mineral Reserves and very little-known mineral production. What limited production, about a rail car load and another of about eight tons that is recorded to have occurred apparently did not pay for the smelting and shipping in the early 1900s according to Starr, 1955 among others.

Geological Setting and Mineralisation

Regional Geology

Geological exploration of the Princeton area began in the late 19th century with the discovery of placer gold and lode copper deposits. The Princeton area was regionally mapped by the Geological Survey of Canada (“GSC”) by Rice, 1947. The GSC did further work and published another regional geology map covering the Princeton area by Monger et.al., 1989. A map by Massey, et. al., 2010 mapped an area that overlaps

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parts of the centre-southern portion of the Property. The most recent map of the area, which overlaps the very northern end of the Property, was released as Open File 2020-1 by the British Columbia Geological Survey (“BCGS”) by Mihalynuk and Diakow, 2020.

The Nicola Group was divided into six lithological facies by Monger, 1989, which was further subdivided into three subparallel belts separated by northerly trending faults in 1992, according to Mihalynuk and Diakow, 2020. The Princeton Copper Property area is underlain by two of these belts.

The second belt, the Eastern volcanic facies, is a younger, westerly dipping belt (Late Norian age), which underlies most of the Princeton Copper Project area, composed of subaqueous and subaerial, alkali, intermediate and mafic flows, volcanic breccias, and epiclastic rocks that were deposited on or between emergent volcanic edifices from about 215 to 209.5 Ma.

Much of the southern Quesnel Terrane is underlain by the Nicola Group, a thick (7,000 metre) Late Triassic succession of volcanic, sedimentary, and coeval intrusive rocks. Monger, et. al., 1986 had a sequence of sixunit names in the Nicola Group, in three fault bounded belts. This sequence of units was relabelled and redivided by Mihalynuk and Diakow, 2020 into five formations. The Copper Mountain deposit is located in what is now called the Elkhart formation. Just the extreme northerly part of the Property was mapped by Mihalynuk and Diakow, 2020, so the main body of the Property has not yet been formally relabelled, but it is implied to be the volcanic sequence from the map fields covered by text. There are generally two sequences of the Elkhart formation represented in the Property. There is locally a feldspathic sandstone, siltstone with rare argillite sedimentary unit (unit abbreviation: uTrNEss). The other Elkhart sequence is predominantly volcanic with basalt and andesite flows, volcanic breccia and miner conglomerate (uTrNEvmi.xhb).

A sedimentary sequence of the Middle to Upper Triassic Slocan Group, including the sub-unit the Aberdeen Ridge (uTrSAAss) formation, is implied to occur just to the east of the Property from the part of the map that is covered by text, but discoverable. The other Slocan Group sub-unit abbreviated uTrSsf.pt, consists of argillite siltstone, sandstone and minor polymictic conglomerate.

Local Geology

The centre of the Property is primarily underlain by Upper Triassic volcanic and sedimentary rocks of the Nicola Group. Along the western edge of the Property, west of the deep-seated Boundary fault, are a thick succession of the Eocene volcanic and sedimentary rocks belonging to the Princeton Group. On the western side of the Property, east of the Boundary fault, is a thin section of the same Eocene Princeton Group volcanic rocks, overlying the Nicola Group rocks. See Figure 7-3 to Figure 7-5 of the Technical Report.

Diorite, granodiorite, monzodiorite, and monzonite rocks belonging to the Early Jurassic Bromley Batholith intrude the Nicola Group rocks on the eastern side of the Property with a contact that runs roughly northsouth.

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Skarn alteration, and locally copper-magnetite mineralization, is present within the Nicola Group rocks peripheral to the contacts with the Bromley Batholith. This alteration is noted most in the Volcanic Neck/CEE, Chalco (Holmes Mountain), Bud South, and Lorne Lake areas. Skarn alteration in these areas is typified by massive magnetite-chalcopyrite +/-calcite +/-pyrite +/-pyrrhotite +/-garnet mineralization, moderate to strong silicification, and local weak to strong malachite-azurite-chrysocolla staining. Weak potassic alteration and minor disseminated chalcopyrite is present in Bromley quartz monzonitemonzodiorite in the CEE area. See Figure 7-7 of the Technical Report for the general location of most of these areas.

Early Jurassic intrusive bodies related to the Lost Horse Intrusions are mapped in the southernmost portion of the Property intruding the Nicola Group rocks. Late felsic quartz phyric pink-tan dykes are observed cutting through all units throughout the Property. The Property rock units are described below and are shown in Figure 7-3 of the Technical Report. This map is largely based on the work of Monger, et. al., 1989 and Preto, 1972. The work of Mihalynuk and Diakow, 2020 and others are being incorporated into a new province wide update due soon (Pers. Comm.; Cui, Y. of BCGS, January, 2023).

Common throughout the region are white-orange weathering quartz-feldspar phyric rhyolite dykes characterized by tan-white-orange chalky felsic groundmass with coarse K-feldspar and lesser quartz phenocrysts and local altered mafic minerals. The dykes typically form swarms with individual tabular bodies 5-15 metres thick. Felsic dykes are easily identified forming resistant ridges and cliffs which shed distinct white-orange angular blocks. Patchy hematite staining is common in weathered portions of the dykes and magnetite occurs locally. The felsic porphyry dykes are termed “mine dykes” by workers where they occur in the open pits at the Copper Mountain Mine. At the Princeton Copper Mine property, the dykes generally trend NNW-SSE between 140 and 170 degrees. Preto, 1972 dates these mine dykes as sometime in Late Cretaceous or Early Tertiary time.

A summary of the major units as noted in Davidson, et. al., 2021on the Property is below and noted in the Legend of Figure 7-3 of the Technical Report.

EPr – Eocene Princeton Group Volcanics

The Eocene Princeton Group volcanics are mapped flanking the Nicola Group on the western portion of the claims blocks and described as mafic and felsic volcaniclastic rocks and volcanic flows. Generally, the Princeton Group occurs as siliceous tuffaceous volcaniclastic rocks with coarse angular fragments and a green-grey hue, containing 2 % disseminated pyrite-pyrrhotite and local minor chalcopyrite disseminations. The thickness of the Princeton Group on the Property has not been determined.

LTrJgd –Late Triassic - Early Jurassic granodiorite (Bromley Batholith)

The Bromley Batholith intrudes the Nicola Group rocks forming an overall north-south trending contact running from Haynes Creek south to Lorne Lake. Bromley Batholith rocks on the Property are composed of medium to coarse grained inequigranular hornblende quartz diorite-monzonite with lesser fine to medium grained equigranular diorite. Quartz diorite-monzonite are characterized by creamy subhedral plagioclase, translucent quartz, green-black acicular hornblende with local accessory magnetite+/chalcopyrite, sericite alteration of plagioclase, and chlorite alteration of hornblende. Finer grained diorites are more equigranular and composed of creamy-white plagioclase and black-green felty hornblende with local pyrite-pyrrhotite+/-chalcopyrite disseminations.

On the north facing slope of Darcy Mountain the Bromley quartz monzonites exhibit local potassic alteration characterized by secondary coarse biotite and pink Kspar alteration of plagioclase forming a creamy pink rock. Potassic alteration is not pervasive and usually forms 0.10 - 3 metre selvages peripheral to fractures and shears. Potassic altered quartz monzonites have been observed to contain medium grained

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disseminated and fracture-controlled chalcopyrite with malachite staining. Uranium-lead dating of zircons within the Bromley Batholith give an age of 193+/-1 Ma (Parrish and Monger, 1992).

uTrNvu, uTrNs – Late Triassic Nicola Group

Nicola Group rocks are widespread on the Property and are generally massive aphanitic mafic to intermediate volcanic rocks. Local calcite veining, silicification and pyrrhotite +/- pyrite +/- chalcopyrite occur sporadically within the unit and concentrated peripheral to the Bromley intrusive contact.

Skarn alteration within Nicola volcanics make up most of the mineral showings on the Property and have been the target of previous exploration trenches, adits, and drilling. Skarn alteration and mineralization in Nicola volcanics is characterized by massive magnetite-chalcopyrite veins, disseminated to patchy chalcopyrite, silicification, pyrrhotite-pyrite disseminations, and calcite+/-chalcopyrite veining.

Geological Cross Sections of the Princeton Copper Property

Figure 7-4 of the Technical Report and cross sections (Figure 7-5 of the Technical Report) were first noted in Warwick, 2018. Traces of the four E-W cross sections that cross the Property are shown on the map.

The northern cross-section A-A' (Figure 7-5 of the Technical Report) cuts across both the historical Shamrock showing and Miner Mountain deposit.

The cross-section B-B' cuts across just north of August and Basely Lake. Just over half of the cross-section is underlain by the Bromley Batholith (light pink). A thin layer of Eocene volcanic (light green) lava flood plain covers the Nicola group rocks.

The cross-section C-C' cuts across the eastern end of Lorne Lake. Lorne Lake would appear to occupy a regional fault. About 1/4 of the cross-section is underlain by the Bromley Batholith (light pink). The central section of Nicola Group rocks would be highly prospective for Copper Mountain intrusives. The thin cap of Eocene lavas was drill tested by Newmont to be less than 100 m.

The cross-section D-D' cuts across the only known Copper Mountain Diorite intrusive that outcrops on the Property. Numerous N-S trending Eocene 'Mine Dykes' that are common on the Copper Mountain Mine Site are believed to be the feeder system to the prominent Eocene volcanic stack located just east of the Boundary Fault. The Copper Mountain Mine is located just south of the map on Figure 7-4 of the Technical Report.

The mineralization at Copper Mountain deposit consists of structurally controlled, multi-directional veins and vein stockworks. In part the mineralization occurs as disseminated and stockwork chalcopyrite, bornite, chalcocite and pyrite in altered Nicola Volcanic (dark green) and Copper Mountain intrusive (red) rocks.

Mihalynuk and Diakow, 2020 was focused to the north of the Princeton Copper Property (Figure 7-3 of the Technical Report) ending near the Miner Mountain property. The greater detail and separation of units in the top of this map reflects this mapping study. The geology over much of the property is the same as the 2019 BCGS provincial database as seen in Figure 7-3 of the Technical Report.

Local Mineralisation

MINFILE Mineral Occurrences

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On the east side of the Property, mineralization appears to be skarn style alteration related to the Late Triassic - Early Jurassic Bromley Batholith intrusive body which intrudes the Nicola Group volcanics and sediments and has formed skarn alteration and mineralization peripheral to its contact. The skarn mineralization occurs near the contacts of the Bromley Batholith in the west-central portion of the claim block, possibly due to the extensive Quaternary cover elsewhere. Minerology of the skarns generally consists of magnetite-pyrrhotite and lesser garnet and carbonate. Epidote is observed locally, and minor fine disseminated pyrite. Chalcopyrite is most abundant in magnetite rich skarns which have limited extent at surface.

Porphyry style copper mineralization within the Bromley Batholith occurs at the CEE and Bud North/South showings on the Property as disseminated chalcopyrite in granodiorite and quartz diorite.

Mineralization on the Property is typically not visible at the surface, largely due to a scarcity of outcrops and glacio-fluvial overburden of variable thickness (0-40 m). The overburden often limits direct surface mapping from being an effective exploration tool for the discovery of additional mineralization. Outcrops were located and recorded during the 2020 geophysical field crew and follow up is possible.

The BCGS maintains a province wide database of mines, showings and prospects called MINFILE. The general location of the local MINFILES is noted on Figure 7-7 of the Technical Report.

Knob Hill, Bud, Bob, Bon – MINFILE 092HSE011 – Showing

The Knob Hill showing is located 2 km south of August Lake and consists of syenodiorite outcropping over an area of 1,000 m by 600 m and is reported to be related to the Early Jurassic Lost Horse Intrusion. Quartzcarbonate veins are reported to contain chalcopyrite (Hopper, 1984).

Bornite, Shamrock – MINFILE 092HSE198 – Prospect

The Bornite prospect is located on the east slope of Holmes Mountain which forms the west bank of the Haynes Creek valley. Copper mineralization is reportedly hosted in quartz porphyry dykes 23 m wide striking north for roughly 900 m. Disseminated chalcopyrite-pyrite mineralization was explored by trenches and one adit between 1908 and 1915. The Bornite showing location as reported by the MINFILE.

Elaine, Shamrock – MINFILE 092HSE199 – Showing

The Elaine showing is located on the eastern slope of Holmes Mountain roughly 1.2 km northeast of the Similkameen River. Sulphide mineralization is reported over 5 m in a cliff face at the contact between andesites and basalts of the Nicola Group and intrusives of the Bromley batholith. Mineralization is reported to consist of chalcopyrite and pyrite with abundant malachite staining.

Shamrock, Blue Ridge – MINFILE 092HSE079 – Past Producer

The Shamrock Property is located on the north bank of the Similkameen River on Holmes Mountain. Chalcopyrite, bornite, and pyrite mineralization are reported to occur along fractures and shears in a gangue of quartz and brecciated country rock and is strongest near contacts between Bromley intrusive rocks and Nicola Group volcanics. Mineralized zones trend north and exhibit extensive malachite staining with small inclusions of skarn-altered sediments containing epidote, chalcopyrite, garnet, and pyrite. Samples from various old workings were assayed (Minister of Mines Annual Report 1919). Nine tonnes of

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ore were mined from this location in 1913 and shipped to the Granby smelter at Grand Forks and averaged 35 g/t Ag and 15 % Cu (Minister of Mines Annual Report 1919).

Bud North – MINFILE 092H040 – Prospect

The Bud (North Zone) prospect is located 1.5 km northeast of August Lake and is described as a zone of copper mineralization trending north-northwest for 400 m in altered andesite tuff. Pink porphyritic dykes are reported to intrude the tuffs near the prospect (MINFILE reports these dykes are related to the Bromley Batholith, although this has not been substantiated and pink dykes have been observed within the Bromley Batholith itself). Chalcopyrite and pyrite are exposed in trenches and pits at the north end of the zone. The trenches and pits were excavated in the early 1980’s with some ongoing soil sampling, prospecting, and mapping carried out in the mid to late 80’s.

Copper Farm, G.O.D., Barb, Bonnie – MINFILE 092HSE091 – Past Producer

The Copper Farm prospect is located on the south side of the Similkameen River valley, 500 m east of Basely Creek on the north flank of Darcy Mountain some 200 m south of the Similkameen River. A shear zone trending south into the steep south bank of the Similkameen river has been followed by two adits (No. 2 and 3 tunnels) over a strike length of 200 m and vertical distance of 85 m. The zone strikes south and dips steeply to the west and is cut by a pink felsic quartz porphyry dyke. Sulphide mineralization consists of disseminations, blebs, lenses, and stringers of chalcopyrite-pyrite-tetrahedrite-bornite in a gangue of quartz-calcite-siderite-chlorite and sheared country rock. Malachite and azurite staining are common.

Twenty-seven chip samples over widths of 0.30 to 2.6 m in the No. 2 and 3 tunnels were assayed (Minister of Mines Annual Report 1927). The prospect was explored as early as 1908, and Princeton Mining and Development Company Ltd. completed 550 m of drifting, crosscutting, and raising in the No. 2 and 3 tunnels between 1920 and 1927 after initially mining 15 tonnes of ore in 1919. The ore graded 15.2 % Cu and 64.5 g/t Ag (National Mineral Inventory Card). The high grades are probably a reflection of the common practice of the time to ‘hand cob’ ore prior to shipment.

CEE, A, B – MINFILE 092HSE140 – Prospect

The CEE prospect lies on the south side of the Similkameen valley roughly 2 km east of Basely Creek and 100-500 m south of Highway 3, on the north flank of Darcy Mountain. Veinlets and disseminations of chalcopyrite are reported in medium to coarse grained granite and biotite granodiorite near the contact with andesite and andesite porphyry. The CEE prospect has been drilled and trenched, with the majority of recent work focusing on nearby skarn mineralization in the Nicola Group rocks near the Bromley contact.

The mineralized Bromley is cut by a series of north trending vertical "Pink" dykes which are younger than all rocks they are in contact with and are considered post mineralization, however at the "Copper Farm" adit, chalcopyrite mineralization occurs in the fault gouge at the contact between felsic dykes and Nicola volcanics.

The resistant "Pink" dykes can be strikingly seen a few kilometres east of Princeton in the cliffs on each side of the highway along the Similkameen River valley where they cut both Nicola and Bromley lithologies.

Agate Bluffs, Agate Mountain, Wilbert Hills – MINFILE 092HSE147 – Showing

An agate gemstone showing is reported on the Agate bluffs containing poor to moderated quality agate. The presence of agate gemstone is not pertinent to the scope of the Technical Report and will not be investigated.

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Bud 524, Bud (North Zone) – MINFILE 092HSE118 – Showing

The Bud 524 showing is reported to be a pit exposing a zone of massive pyrite with patches of chalcopyrite in granodiorite of the Bromley batholith 2.5 kilometres northeast of August Lake.

August Lake – MINFILE 092HSE002 – Showing

The August Lake showing is reported to consist of agate gemstone in outcrop. Agate gemstones are not pertinent to the scope of the Technical Report.

Bud 522, Bud (North Zone) – MINFILE 092HSE043 – Prospect

The BUD 522 prospect is a rusty gossan zone 100 m wide trending north for 200 m in Bromley granodiorite roughly 2.5 km northeast of August Lake. The zone is roughly 300 m southeast of the Nicola volcanics and exhibits malachite staining and quart-carbonate stringers.

Bud (South Zone), Bud 527, Evergreen – MINFILE 092HSE123 – Prospect

Patchy chalcopyrite mineralization occurs in volcanics, porphyry dykes, and intrusive rocks in the vicinity of the contact between Nicola Group volcanics and the Bromley Batholith. All rocks are highly fractured in places and are cut by dykes of fresh porphyry and gabbro. Areas of fracturing are the most affected by alteration, exhibiting calcite-chlorite-quartz-sericite-epidote-biotite-magnetite.

An angled drill hole collared 100 metres west-northwest of the area of surface mineralization intersected 11.6 metres of intercalated fine-grained light green volcanic (tuff?) and unaltered fine to medium grained intrusive, containing quartz stringers and calcite, hematite, and pyrite along fractures. This section graded 0.184 % Cu, 0.33 g/t Au, and 8.7 g/t Ag over 10.7 m (McLeod, 1987, Hole 87-3, 85.3-96.0 m). A lower section of fine to medium grained tonalite/granodiorite exhibiting chlorite, epidote, and orthoclase alteration graded 0.149 % Cu, 0.121 g/t Au, and 3.2 g/t Ag over 4.6 m (106.7-111.3 m). Mineralization in this zone consisted of quartz stringers with minor chalcopyrite and pyrrhotite. A few molybdenite blebs are also reported.

Other Recent Target Areas

In addition to the MINFILES, which are historical areas of exploration and discovery documented by the BCGS, there are newer areas of positive exploration results discovered in 2019 to 2021. The Aura anomaly is an area defined from soil geochemistry, Induced Polarization and geomagnetics that outline a target with similarities to the cores of porphyry copper deposits with a peripheral mineralized zone. These surveys also outline possible structural zones buried under the overburden. See Figure 6-2 to Figure 6-4 of the Technical Report. There are other potential areas in the 2019 to 2021 results that will require follow up and infilling of data to confirm their prospectivity.

Deposit Types

The target deposit type at the Princeton Copper Property is a copper-gold alkalic type porphyry deposit of the style at the nearby Copper Mountain / Ingerbelle deposits to the west. There is a history of about a century of mining at the Copper Mountain / Ingerbelle deposits. The major products are copper with gold and silver credits at the Copper Mountain mine operations. The target deposit type at the Miner Mountain property is for the same deposit type.

The following summary is a description of alkalic deposit types as described in the BC Geological Survey Deposit Type descriptions as sourced from Panteleyev, 1995.

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“SYNONYMS: Porphyry copper, porphyry Cu-Au, diorite porphyry copper.

COMMODITIES (BYPRODUCTS): Cu, Au (Ag).

EXAMPLES: (British Columbian - Canada/International): Iron Mask batholith deposits - Afton (092INE023), Ajax (092INE012, 013), Mt. Polley (Cariboo Bell, 093A008), Mt. Milligan (093N196, 194), Copper Mt. / Ingerbelle (092HSE001, 004), Galore Creek (104G 090), Lorraine (093N 002); Ok Tedi (Papua New Guinea); Tai Parit and Marian? (Philippines).

GEOLOGICAL CHARACTERISTICS

CAPSULE DESCRIPTION: Stockworks, veinlets and disseminations of pyrite, chalcopyrite, bornite and magnetite occur in large zones of economically bulk-mineable mineralization in or adjoining porphyritic intrusions of diorite to syenite composition. The mineralization is spatially, temporally and genetically associated with hydrothermal alteration of the intrusive bodies and hostrocks.

TECTONIC SETTING(S): In orogenic belts at convergent plate boundaries, commonly oceanic volcanic island arcs overlying oceanic crust. Chemically distinct magmatism with alkalic intrusions varying in composition from gabbro, diorite and monzonite to nepheline syenite intrusions and coeval shoshonitic volcanic rocks, takes place at certain times in segments of some island arcs.

The magmas are introduced along the axis of the arc or in cross-arc structures that coincide with deep-seated faults. The alkalic magmas appear to form where there is slow subduction in steeply dipping, tectonically thickened lithospheric slabs, possibly when polarity reversals (or `flips') take place in the subduction zones. In British Columbia all known deposits are found in Quesnellia and Stikinia terranes.

DEPOSITIONAL ENVIRONMENT / GEOLOGICAL SETTING: High level (epizonal) stock emplacement levels in magmatic arcs, commonly oceanic volcanic island arcs with alkalic (shoshonitic) basic flows to intermediate and felsic pyroclastic rocks. Commonly the high-level stocks and related dikes intrude their coeval and cogenetic volcanic piles.

AGE OF MINERALIZATION: Deposits in the Canadian Cordillera are restricted to the Late Triassic/Early Jurassic (215-180 Ma) with seemingly two clusters around 205-200 and ~ 185 Ma. In southwest Pacific island arcs, deposits are Tertiary to Quaternary in age.

HOST/ASSOCIATED ROCK TYPES: Intrusions range from fine through coarse-grained, equigranular to coarsely porphyritic and, locally, pegmatitic high-level stocks and dike complexes. Commonly there is multiple emplacement of successive intrusive phases and a wide variety of breccias. Compositions range from (alkalic) gabbro to syenite. The syenitic rocks vary from silica undersaturated to saturated compositions. The most undersaturated nepheline normative rocks contain modal nepheline and, more commonly, pseudoleucite. The silica-undersaturated suites are referred to as nepheline alkalic whereas rocks with silica near-saturation, or slight silica over saturation, are termed quartz alkalic (Lang et al., 1993). Coeval volcanic rocks are basic to intermediate alkalic varieties of the high-K basalt and shoshonite series and rarely phonolites.

DEPOSIT FORM: Stockworks and veinlets, minor disseminations and replacements throughout large areas of hydrothermally altered rock, commonly coincident wholly or in part with hydrothermal or intrusion breccias. Deposit boundaries are determined by economic factors that outline ore zones within larger areas of low-grade, laterally zoned mineralization.

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TEXTURE/STRUCTURE: Veinlets and stockworks; breccia, sulphide and magnetite grains in fractures and along fracture selvages; disseminated sulphides as interstitial or grain and lithic clast replacements. Hydrothermally altered rocks can contain coarse-grained assemblages including feldspathic and calcsilicate replacements ('porphyroid' textures) and open space filling with fine to coarse, granular and rarely pegmatitic textures. ORE MINERALOGY [Principal and subordinate]: Chalcopyrite, pyrite and magnetite; bornite, chalcocite and rare galena, sphalerite, tellurides, tetrahderite, gold and silver. Pyrite is less abundant than chalcopyrite in ore zones.

GANGUE MINERALOGY: Biotite, K-feldspar and sericite; garnet, clinopyroxene (diopsidic) and anhydrite. Quartz veins are absent but hydrothermal magnetite veinlets are abundant.

ALTERATION MINERALOGY: Biotite, K-feldspar, sericite, anhydrite/gypsum, magnetite, hematite, actinolite, chlorite, epidote and carbonate. Some alkalic systems contain abundant garnet including the Ti - rich andradite variety - melanite, diopside, plagioclase, scapolite, prehnite, pseudoleucite and apatite; rare barite, fluorite, sodalite, rutile and late-stage quartz. Central and early formed potassic zones, with K-feldspar and generally abundant secondary biotite and anhydrite, commonly coincide with ore. These rocks can contain zones with relatively hightemperature calcsilicate minerals diopside and garnet. Outward there can be flanking zones in basic volcanic rocks with abundant biotite that grades into extensive, marginal propylitic zones. The older alteration assemblages can be overprinted by phyllic sericite-pyrite and, less commonly, sericite-clay-carbonate-pyrite alteration. In some deposits, generally at depth in silica-saturated types, there can be either extensive or local central zones of sodic alteration containing characteristic albite with epidote, pyrite, diopside, actinolite and rarer scapolite and prehnite.

ORE CONTROLS: Igneous contacts, both internal between intrusive phases and external with wallrocks; cupolas and the uppermost, bifurcating parts of stocks, dike swarms and volcanic vents. Breccias, mainly early formed intrusive and hydrothermal types. Zones of most intensely developed fracturing give rise to ore-grade vein stockworks.

ASSOCIATED DEPOSIT TYPES: Skarn copper (K01); Au-Ag and base metal bearing mantos (M01, M04), replacements and breccias in carbonate and non-carbonate rocks; magnetite-apatite breccias (D07); epithermal Au-Ag: both high and low sulphidation types (H04, H05) and alkalic, Te and F- rich epithermal deposits (H08); auriferous and polymetallic base metal quartz and quartzcarbonate veins (I01, I05); placer Au (C01, C02).

COMMENTS: Subdivision of porphyry deposits is made on the basis of metal content, mainly ratios between Cu, Au and Mo. This is a purely arbitrary, economically based criterion; there are few differences in the style of mineralization between the deposits. Differences in composition between the hostrock alkalic and calcalkalic intrusions and subtle, but significant, differences in alteration mineralogy and zoning patterns provide fundamental geologically based contrasts between deposit model types. Porphyry copper deposits associated with calcalkaline hostrocks are described in mineral deposit profile L04.

ECONOMIC FACTORS

GRADE AND TONNAGE:

Worldwide according to Cox and Singer (U.S. Geological Survey Open File Report 88-46, 1988) 20 typical porphyry Cu-Au deposits, including both calcalkaline and some alkalic types, contain on average: 160 Mt with 0.55 % Cu, 0.003 % Mo, 0.38 g/t Au and 1.7 g/t Ag.
British Columbia alkalic porphyry deposits range from <10 to >300 Mt and contain from 0.2 to 1.5 % Cu, 0.2 to 0.6 g/t Au and >2 g/t Ag; Mo contents are negligible. Median values for 22 British Columbia deposits with reported reserves (with a heavy weighting from a

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number of small deposits in the Iron Mask batholith) are: 15.5 Mt with 0.58 % Cu, 0.3 g/t Au and >2 g/t Ag.

END USES: Production of chalcopyrite or chalcopyrite-bornite concentrates with significant Au credits.

IMPORTANCE: Porphyry deposits contain the largest reserves of Cu and close to 50 % of Au reserves in British Columbia; alkalic porphyry systems contain elevated Au values.”

Some of the copper mineralization on the margin of the Bromley Intrusives on the east-side of the Property are in skarn type deposit They have not historically proven any significant tonnage or continuity and therefore are not the priority target type for this Property at this time.

Exploration

Quetzal and Ankh have completed no exploration work on the Property.

Drilling

No drilling has been completed by the current operator of the Property, Quetzal or Ankh.

There is very limited historical diamond drilling, which is summarized in Section 6.2.5 of the Technical Report.

Sample Preparation, Analyses and Security

Quetzal or Ankh have not done any sampling, sample preparation or analysis.

The Author has not collected any samples during the QP Personal Inspection.

Future exploration work, especially systematic sampling such as drilling and chip line sampling requires a strong Quality Assurance / Quality Control program including insertion of blank and standardized samples into the analysis stream and sample confirmation.

The Author’s opinion is that since no sampling has been completed recently, this review is adequate for a project at this stage of development.

Data Verification

Due to the limited quantitative data historically collected to date no data verification was completed by the Author. The Author did a review and documenting of the multiple historical reports and other data available for this Property and regional area as summarized in the Reference section of the Technical Report as well as data provided by Quetzal. A GIS model of the historical data was compiled to allow for the figures in the Technical Report and to better understand the relationships between historical surveys and regional geological and historical data.

The Author visited the Princeton Copper Property on May 31, 2023 and located and traversed the Knob Hill and Aura anomaly areas. The Author visited trenches and outcrops in the Knob Hill area. The Author observed malachite, a mineral containing copper, in the Knob Hill trenches. As well a general observation of much of the northern part of the Property was completed by driving multiple roads and the Highway. The Author also visited the publicly accessible road area that adjoins the Copper Mountain Mine to better understand the location and relationships to the Property.

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The Author’s opinion is the data verification completed is adequate for a project at this stage development.

Mineral Processing and Metallurgical Testing

The Author is not aware of any mineral processing or metallurgical testing on the Property.

Mineral Resource Estimates

The Author is not aware of any Mineral Resource Estimates on the Property.

Adjacent Properties

The Princeton area has been a producer of base and precious metals for over a century. There was also coal produced within the Princeton Basin area. Historical details and summaries of the two major local copper properties below are noted in Section 6.1.1 and Section 6.1.2 of the Technical Report and the locations are seen in Figure 7-3 of the Technical Report.

Copper Mountain Mine

The Copper Mountain Mine, an operating mine at the time of the Technical Report, is classified as an alkalic porphyry deposit. It adjoins to the west of the southern claims and south of the central claims of the Princeton Copper Project. This summary of the Copper Mountain Mine is generally sourced from information in the reports by Collins, et. al. 2018, 2019 and 2020. The mine has been in production, on and off, since 1923. It was an underground operation until 1957. It reopened as an open pit operation in 1972, developing multiple pits over the years and has operated more often than it has been shut down since then. There have been three significant processing plants developed over the years. Hudbay Minerals Inc. has acquired Copper Mountain Mining Corporation, the owner of the mine, in exchange for shares by in June 2023 (Hudbay news release of June 20, 2023).

Although there are several areas that have been mined separately over time, both alteration and lowergrade mineralization and mineralization is thought to be part of a single large system. The age of mineralization at Copper Mountain is Lower Jurassic (193 ± 7 Ma) from K/Ar dates of biotite in mineralized veins in Pit 1, Preto, 1972. This age agrees very closely to the age of the Smelter Lake and Voigt stocks of the Lost Horse Intrusions.

Generally, mineralization at Copper Mountain consists of structurally controlled, multi-directional veins and vein stockworks, with peripheral disseminations. Mineralization is subdivided into four major subtypes:

disseminated and stockwork chalcopyrite, bornite, chalcocite, and pyrite in altered Nicola and Lost Horse Intrusive Complex (“LHIC”) rocks,
hematite-magnetite-chalcopyrite replacements and/or veins,
bornite-chalcopyrite associated with pegmatite-like veins (coarse masses of orthoclase, calcite, and biotite), and
chalcopyrite-bearing magnetite breccias.

Each mineralization type can be found in all pit areas, but each pit is unique with respect to the relative quantities and character of mineralization type.

Both mineralization and alteration demonstrate a zonation through the camp, though not in a manner typically associated with calc-alkaline porphyry deposits.

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Three main types of alteration have been defined – hornfels, sodic, and potassic; each has its own spatial and temporal distribution.

The Author has been unable to verify the information on the Copper Mountain property and that the information on this property is not necessarily indicative of the mineralization on the Property that is the subject of the Technical Report.

Miner Mountain Property

The Miner Mountain property is located on the northwest slope of Mount Miner (Baldy Mountain, Alison Mountain), five kilometres northeast of Princeton. Portions of the Miner Mountain property are contiguous with the Princeton Copper Property near the northwest corner of the Property.

Miner Mountain is a large-scale copper-gold alkalic porphyry target owned and operated by Sego Resources Inc. (“Sego”). Sego’s claims cover an extensive well-altered porphyry system containing excellent copper-gold grades and located along the same regional fault (Boundary Fault) system as the Copper Mountain mine. The area in the vicinity of Mount Miner is underlain by the eastern facies of the Upper Triassic Nicola Group consisting of mafic augite and hornblende porphyritic pyroclastics and flows. These rocks are intruded by small dioritic bodies that may be coeval with the volcanics. The Boundary Fault, striking N/NE, juxtaposes the volcanics against coal-bearing sandstones and shales of the Eocene Princeton Group to the west-northwest.

The four main zones of mineralization on the Miner Mountain property that have received most of the exploration development are Regal, Southwest, Granby, and Cuba. Mineralization of the Regal zone consists of a blanket of chaotic, mineralized intrusive blocks. Southwest zone mineralization consists of stringers, veins, and coarse blebs of chalcopyrite in rusty diorite. Chalcopyrite is also disseminated in the matrix and as a replacement of mafic minerals. Mineralization at the Cuba Zone does not crop out. It is a discovery made mainly through testing a geophysical anomaly using percussion drilling (Christopher, 2012). “Mineralization at the Granby zone is also covered by glacial till. A westward continuation of the Granby Zone is the shallow, high grade, “crush zone” that does crop out in a trench west of the main Granby Zone. At this locality, intensely fractured siliceous, and clay-altered rocks with veinlets of cryptocrystalline quartz contain substantial disseminated and veinlet chalcopyrite and malachite staining” (Mihalynuk and Logan, 2013).

Further work including a significant amount of diamond drilling and other surveys including geological mapping, geophysics, trenching and metallurgy have been completed to date (Sego Minerals website on May 27 2023). Sego had completed 65 diamond drill holes up to 2022 (Sego Resources News Release of November 22, 2022). Christopher, 2014 also notes numerous percussion holes, both by Sego and previous operators.

The Author has been unable to verify the information on the Miner Mountain property and that the information on this property is not necessarily indicative of the mineralization on the Property that is the subject of the Technical Report.

Other Relevant Data and Information

There is no relevant data or information known to the Author not disclosed elsewhere in the Technical Report.

Interpretation and Conclusions

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In the CEE area south of the Similkameen River, disseminated and veinlets of copper mineralization occur in the Bromley intrusive rocks and skarn copper mineralization is present in the surrounding Nicola volcanic rocks near the contact. This skarn type mineralization may extend well to the southwest incorporating the historic Bud and Bon locations found along the periphery of the Bromley Batholith. This area is a secondary target from the on-going porphyry copper exploration on this Property.

In the northern portion of the Property the historic workings on Holmes Mountain occur in the Late Triassic – Early Jurassic Nicola Group volcanic rocks, west of the Early Jurassic Bromley Batholith. The mineralization in the Holmes Mountain area is similar to skarn occurrences explored to the southwest of the Similkameen River around Basely Creek in the 2011-2014 exploration programs. Further exploration in this area is a lower priority at this time.

Some of the issues that make this Property potentially challenging:

A large area of private land underlying the Property could increase the cost of exploration and development as well as make exploration more difficult. If a mineral deposit is discovered under private land, the land will have to be purchased before mining can begin.
The large claim landholding will increase land holding costs.
Potential future Aboriginal land title issues and concerns.
Permit issuing timing and the permitting terms.

The positives of the Property include:

The geophysical and soil geochemistry surveys in 2020 to 2021 show multiple targets, by multiple survey types, that are consistent with porphyry copper deposits. See Figure 6 3 to Figure 6-4 of the Technical Report.
There is a long history of exploration and much of this historical data is recorded and is available to review and incorporate into defining exploration targets.
The Property is next to an existing and historically large mine (Copper Mountain) and also adjoins another significant prospective property (Miner Mountain).
Princeton is a mining town.
Possible future synergies of custom mining/milling or the Property take over by the existing nearby mine operator.

Recommendations

The recommended future exploration program is a two-phase program.

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Phase One

When these results are combined with the results of the 2019 to 2021 surveys drill targeting for Phase Two and Phase One reporting can be finalized.

Phase Two

Some drill targets are definable now from the existing 2020 to 2021 exploration data, but the results of Phase One exploration should provide more and/or higher priority drill targets. Therefore, contingent on the Phase One exploration results, up to 3,000 metres of diamond drilling should be enough to evaluate several target zones and areas and allow for the results that will allow a decision on future exploration.

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APPENDIX B

FINANCIAL STATEMENTS AND MD&A OF ANKH

Description	Page
Ankh Audited Financial Statements	B-2
Ankh Interim Financial Statements	B-22
Ankh MD&A	B-39

B-1

Ankh Capital Inc.

Financial Statements For The Years Ended May 31, 2023 and 2022 (Stated in Canadian Dollars)

B-2

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Baker Tilly WM LLP

900 – 400 Burrard Street Vancouver, British Columbia Canada V6C 3B7 T: +1 604.684.6212 F: +1 604.688.3497

[email protected] www.bakertilly.ca

INDEPENDENT AUDITOR'S REPORT

To the Shareholders of Ankh Capital Inc.:

Opinion

We have audited the financial statements of Ankh Capital Inc. (the “Company”), which comprise the statements of financial position as at May 31, 2023 and 2022, and the statements of loss and comprehensive loss, statements of changes in equity and statements of cash flows for the years then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at May 31, 2023 and 2022, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards.

Basis for Opinion

We conducted our audits 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 audits 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 in our audits is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 1 in the financial statements, which describes the conditions indicating that a material uncertainty exists 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 for the year ended May 31, 2023. 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 of our auditor’s report, we have determined that there are no other key audit matters to communicate in our report.

Baker Tilly WM LLP is a member of Baker Tilly Canada Cooperative, which is a member of the global network of Baker Tilly International

Limited. All members of Baker Tilly Canada Cooperative and Baker Tilly International Limited are separate and independent legal entities.

B-3

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Other Information

Management is responsible for the other information. The other information comprises the information included in the Management’s Discussion and Analysis filed with the relevant Canadian securities commissions.

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 and, in doing so, consider whether the other information is materially inconsistent with the financial statements, or our knowledge obtained in the audit and remain alert for indications that the other information appears to be materially misstated. 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 in this auditor’s report. We have nothing to report in this regard.

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

Management is responsible for the preparation and fair presentation of the financial statements in accordance with International Financial Reporting Standards, 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.

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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 Simi Sodhi.

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CHARTERED PROFESSIONAL ACCOUNTANTS

Vancouver, B.C. September 28, 2023

B-5

Ankh Capital Inc. Statements of Financial Position (Stated in Canadian Dollars)

Ankh Capital Inc. Statements of Financial Position (Stated in Canadian Dollars)
		May 31,		May 31,
		2023		2022
ASSETS
Current assets
Cash	$	945,413	$	1,033,876
Prepaids		-		12,500
TOTAL ASSETS	$	945,413	$	1,046,376
Current liabilities
Accounts payable and accrued liabilities (Note 6)	$	34,797	$	25,522
Shareholders’ equity
Share capital (Note 4)		1,030,482		1,030,482
Reserves (Note 4)		232,900		232,900
Deficit		(352,766)		(242,528)
Total shareholders’ equity		910,616		1,020,854
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	945,413	$	1,046,376

Nature and Continuance of Operations (Note 1) Commitment (Note 9) Subsequent event (Note 11)

Approved on behalf of the Board of Directors

(signed) “Roger Milad”

Director

(signed) “Barry Coughlan”

Director

The accompanying notes are an integral part of these financial statements

B-6

Ankh Capital Inc. Statements of Loss and Comprehensive Loss

(Stated in Canadian Dollars)

Ankh Capital Inc. Statements of Loss and Comprehensive Loss (Stated in Canadian Dollars)
	Year ended May 31, 2023 Year ended May 31, 2022
EXPENSES Advertising and promotion Consulting fees Filing fees Office and miscellaneous Professional fees (Note 6) Share-based compensation (Note 4) Transfer agent fees LOSS AND COMPREHENSIVE LOSS FOR THE YEAR	$ 1,640 $ 272 12,500 - 9,158 9,083 - 171 79,447 57,425 - 142,000 7,493 7,519
	$ (110,238) $ (216,470)
Basic and diluted loss per common share	$ (0.01) $ (0.02)
Weighted average number of common shares outstanding – basic & diluted	15,620,000 11,866,575

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

B-7

Ankh Capital Inc. Statements of Changes in Equity (Stated in Canadian Dollars)

	Share Capital Number Amount Reserves Deficit Total Shareholders’ Equity
Balance, May 31, 2021 Initial public offering Share issuance costs - cash Fair value of broker’s warrants Share-based compensation Net loss and comprehensive loss for the year Balance, May 31, 2022 Net loss and comprehensive loss for the year Balance, May 31, 2023	5,620,000 $ 281,000 $ - $ (26,058) $ 254,942 10,000,000 1,000,000 - - 1,000,000 - (159,618) - - (159,618) - (90,900) 90,900 - - - - 142,000 - 142,000 - - - (216,470) (216,470)
	15,620,000 1,030,482 232,900 (242,528) 1,020,854 - - - (110,238) (110,238)
	15,620,000 $ 1,030,482 $ 232,900 $ (352,766) $ 910,616

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

B-8

Ankh Capital Inc. Statements of Cash Flows

For the years ended May 31, (Stated in Canadian Dollars)

		2023		2022
Operating activities
Net loss for the year	$	(110,238)	$	(216,470)
Items not affecting operating cash:
Share-based compensation		-		142,000
Changes in non-cash working capital items:
Commodity recoverable		-		2,131
Prepaids		12,500		12,500
Accounts payable and accrued liabilities		9,275		14,672
Net cash used in operating activities		(88,463)		(45,167)
Financing activities
Issuance of share capital		-		1,000,000
Share issue costs–cash		-		(159,618)
Net cash provided by financing activities		-		840,382
Change in cash during the year		(88,463)		795,215
Cash, beginning of year		1,033,876		238,661
Cash, end of year	$	945,413	$	1,033,876
Supplemental cash flow information
Income taxes paid	$	-	$	-
Interest paid	$	-	$	-
Fair value of broker’s warrants	$	-	$	90,900

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

B-9

Ankh Capital Inc. Notes to the Financial Statements For the years ended May 31, 2023 and 2022 (Stated in Canadian Dollars)

1. Nature and Continuance of Operations

Ankh Capital Inc. (the “Company”) was incorporated on November 30, 2020 pursuant to the Business Corporations Act of British Columbia and is classified as a Capital Pool Company as defined in the TSX Venture Exchange (“TSX-V”) Policy 2.4. The Common Shares started trading on October 19, 2021 under the symbol “ANKH” following the completion of its initial public offering (“IPO”).

As a Capital Pool Company, the Company’s principal business is the identification and evaluation of assets, properties or businesses with a view to acquire or participate therein subject, in certain cases, to shareholder approval and acceptance by the TSX-V. Where an acquisition or participation is warranted (the “Qualifying Transaction”), additional funding may be required. The ability of the Company to fund its potential future operations and commitments is dependent upon obtaining additional financing. There is no assurance that the Company will complete a Qualifying Transaction, at which time the TSX-V may suspend or de-list the Company’s shares from trading.

These financial statements have been prepared on the basis that the Company will continue as a going concern. The proposed business of the Company and the completion of a Qualifying Transaction involves a high degree of risk and there is no assurance that the Company will identify an appropriate business for acquisition or investment, and even if so identified and warranted, it may not be able to finance such an acquisition nor investment. Additional funds will be required to enable the Company to pursue such an initiative and the Company may be unable to obtain such financing on terms which are satisfactory to it. Furthermore, there is no assurance that the business will be profitable. These conditions indicate the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern.

The head office, principal address and registered and records office of the Company are located at 250 Howe Street 20[th] Floor, Vancouver, BC V6C 3R8.

The financial statements of the Company for the year ended May 31, 2023 were approved and authorized for issue by the Board of Directors on September 28, 2023.

2. Basis of Preparation

a) Statement of compliance

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

b) Basis of presentation

The financial statements have been prepared on an accrual basis, except for statement of cash flow information and are based on historical costs.

B-10

Ankh Capital Inc. Notes to the Financial Statements For the years ended May 31, 2023 and 2022 (Stated in Canadian Dollars)

3. Summary of Significant Accounting Policies

Accounting Policies

a) Cash

Cash in the statement of financial position is comprised of cash on deposit at financial banking institutions and amounts held in trust on behalf of the Company.

b) Foreign currencies

The financial statements are presented in Canadian dollars. The Company’s functional currency is the Canadian dollar, which is the currency of the primary economic environment in which the Company operates.

Transactions in foreign currencies are initially recorded at the functional currency rate at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated to the functional currency rate of exchange at the date of the statement of financial position.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined.

c) Share-based payments

Employees (including directors and senior executives) of the Company may receive a portion of their remuneration in the form of share-based payments, whereby employees render services as consideration for equity instruments (“equity-settled transactions”). The costs of equity-settled transactions with employees are measured by reference to the fair value of the equity instruments at the date on which they are granted.

In situations where equity instruments are issued to non-employees for goods or services, the transaction is measured at the fair value of the goods or services received by the Company. When the value of the goods or services cannot be reliably estimated, they are measured at the fair value of the equity instrument issued.

The costs of equity-settled transactions are recognized, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (“vesting date”). The cumulative expense recognized for equitysettled transactions at each reporting date until the vesting date reflects the Company’s best estimate of the number of equity instruments that will ultimately vest. The profit or loss charge or credit for a period represents the movement in cumulative expense recognized as at the beginning and end of that period and the corresponding amount is recorded in reserves. If the options and warrants expire or are forfeited, the corresponding amount previously recorded remains in reserves.

No expense is recognized for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition, which are treated as vesting irrespective of whether or not the market condition is satisfied provided that all other performance and/or service conditions are satisfied.

Where the terms of an equity-settled award are modified, the minimum expense recognized is the expense as if the terms had not been modified. An additional amount is recognized on the same basis as the amount of the original award for any modification which increases the total fair value of the equity settled transactions or is otherwise beneficial to the employee as measured at the date of modification.

B-11

Ankh Capital Inc. Notes to the Financial Statements For the years ended May 31, 2023 and 2022 (Stated in Canadian Dollars)

3. Summary of Significant Accounting Policies (continued)

d) Taxation

Income tax expense represents the sum of tax currently payable and deferred tax.

Current income tax

Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are substantively enacted at the date of the statement of financial position.

Deferred tax

Deferred taxes are provided for using the liability method on temporary differences at the date of the statement of financial position between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

Deferred tax liabilities are recognized for all taxable temporary differences, except:

where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable earnings; and
in respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred tax assets are recognized for all deductible temporary differences and carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry forward of unused tax credits and unused tax losses can be utilized except:

where the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable earnings; and
in respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, deferred tax assets are recognized only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized.

The carrying amount of deferred tax assets is reviewed at the date of each statement of financial position and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax assets to be utilized. Unrecognized deferred tax assets are reassessed at the date of each statement of financial position and are recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the date of the statement of financial position.

B-12

Ankh Capital Inc. Notes to the Financial Statements For the years ended May 31, 2023 and 2022 (Stated in Canadian Dollars)

3. Summary of Significant Accounting Policies (continued)

d) Taxation (continued)

Deferred tax relating to items recognized directly in equity is recognized in equity and not in profit or loss.

Deferred tax assets and deferred tax liabilities are offset if, and only if, a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend to either settle current tax liabilities and assets on a net basis, or to realize the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax assets or liabilities are expected to be settled or recovered.

e) Earnings (loss) per share

The Company presents basic and diluted earnings (loss) per share data for its common shares. Basic earnings (loss) per share is computed by dividing the earnings (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflects the potential dilution of common share equivalents, such as outstanding stock options and share purchase warrants, in the weighted average number of common shares outstanding during the period, if dilutive. Diluted loss per share is equivalent to basic loss per share as the dilutive impact of shares from the presumed exercise of stock options and warrants would be anti-dilutive.

f) Financial instruments

a) Recognition

The Company recognizes a financial asset or financial liability on the statement of financial position when it becomes party to the contractual provisions of the financial instrument. Financial assets are initially measured at fair value, and are derecognized either when the Company has transferred substantially all the risks and rewards of ownership of the financial asset, or when cash flows expire. Financial liabilities are initially measured at fair value and are derecognized when the obligation specified in the contract is discharged, cancelled or expired. A write-off of a financial asset (or a portion thereof) constitutes a derecognition event. Write-off occurs when the Company has no reasonable expectation of recovering the contractual cash flows of a financial asset.

B-13

Ankh Capital Inc. Notes to the Financial Statements For the years ended May 31, 2023 and 2022 (Stated in Canadian Dollars)

3. Summary of Significant Accounting Policies (continued)

f) Financial instruments (continued)
b) Classification and measurement

The Company determines the classification of its financial instruments at initial recognition. Financial assets and financial liabilities are classified according to the following measurement categories:

i) those to be measured subsequently at fair value, either through profit or loss (“FVTPL”) or through other comprehensive income (“FVTOCI”); and
ii) those to be measured subsequently at amortized cost.

The classification and measurement of financial instruments after initial recognition at fair value depends on the business model for managing the financial instruments and the contractual terms of the cash flows. Financial instruments that are held within a business model whose objective is to collect the contractual cash flows, and that have contractual cash flows that are solely payments of principal and interest on the principal outstanding, are generally measured at amortized cost at each subsequent reporting period. All other financial instruments are measured at their fair values at each subsequent reporting period, with any changes recorded through profit or loss or through other comprehensive income (which designation is made as an irrevocable election at the time of recognition).

After initial recognition at fair value, financial instruments are classified and measured at either:

i) amortized cost;
ii) FVTPL, if the Company has made an irrevocable election at the time of recognition, or when required (for items such as instruments held for trading or derivatives); or
iii) FVTOCI, when the change in fair value is attributable to changes in the Company’s credit risk.

The Company reclassifies financial assets when and only when its business model for managing those assets changes. Financial liabilities are not reclassified.

Transaction costs that are directly attributable to the acquisition or issuance of a financial asset or financial liability classified as subsequently measured at FVTOCI or amortized cost are included in the fair value of the instrument on initial recognition. Transaction costs for financial assets and financial liabilities classified at FVTPL are expensed in profit or loss.

The Company’s financial asset consists of cash, which is classified and subsequently measured at amortized cost. The Company’s financial liabilities consist of accounts payable and accrued liabilities which are classified and measured at amortized cost using the effective interest method. Interest expense is reported in net loss.

The effective interest method is a method of calculating the amortized cost of a financial asset or liability and of allocating interest income or expense over the relevant period. The effective interest rate is the rate that discounts estimated future cash payments through the expected life of the financial asset or liability, or where appropriate, a shorter period.

B-14

Ankh Capital Inc. Notes to the Financial Statements For the years ended May 31, 2023 and 2022 (Stated in Canadian Dollars)

3. Summary of Significant Accounting Policies (continued)

f) Financial instruments (continued)
c) Impairment

The Company assesses all information available, including on a forward-looking basis the expected credit losses associated with any financial assets carried at amortized cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. To assess whether there is a significant increase in credit risk, the Company compares the risk of a default occurring on the asset as at the reporting date with the risk of default as at the date of initial recognition based on all information available, and reasonable and supportable forward-looking information.

g) Significant accounting judgments and estimates

The preparation of these financial statements requires management to make judgments and estimates and form assumptions that affect the reported amounts of assets and liabilities at the statement of financial position date and reported amounts of expenses during the reporting period. On an ongoing basis, management evaluates its judgments and estimates in relation to assets, liabilities and expenses. Management uses historical experience and various other factors it believes to be reasonable under the given circumstances as the basis for its judgments and estimates. Actual outcomes may differ from these estimates under different assumptions and conditions.

h) Standards and interpretations issued but not yet effective

At the date of authorization of these financial statements, the IASB has not issued any new or revised standards expected to have a material impact on the results and financial position of the Company when adopted.

4. Shareholders’ Equity

a) Authorized and issued share capital

The Company has authorized an unlimited number of common shares without par value. 6,220,000 common shares are being held in escrow.

b) During the year ended May 31, 2023, the Company had no share activity.

During the year ended May 31, 2022, the Company issued 10,000,000 common shares for gross proceeds of $1,000,000 upon completion of its IPO. The Company paid cash finders’ fee of $159,618 and issued 1,000,000 broker’s warrants valued at $90,900.

c) Shares held in escrow

As at May 31, 2023, 6,220,000 (2022 – 6,220,000) common shares are held in escrow pursuant to terms of an Escrow Agreement entered into in connection with the Company’s IPO. Under the Escrow Agreement, 25% of the escrowed common shares will be released from escrow upon completion of a Qualifying Transaction and an additional 25% will be released on the dates 6 months, 12 months and 18 months following the completion of a Qualifying Transaction.

B-15

Ankh Capital Inc. Notes to the Financial Statements For the years ended May 31, 2023 and 2022 (Stated in Canadian Dollars)

4. Shareholders’ Equity (continued)

d) Stock options

The Company adopted a Stock Option Plan (the “Plan”). Under the Plan, the Company can issue up to 10% of the issued and outstanding common shares as incentive stock options to directors, officers, employees and consultants to the Company. The Plan limits the number of stock options which may be granted to any one individual to not more than 5% of the total issued common shares of the Company in any 12 month period. The Plan also limits the stock options which may be granted to any one individual if the exercise would result in the issuance of common shares more than 2% in any 12 month period. The number of options granted to any one consultant or a person employed to provide investor relations activities in any 12 month period must not exceed 2% of the total issued common shares of the Company. As well, stock options granted under the Plan may be subject to vesting provisions as determined by the Board of Directors.

During the year ended May 31, 2023, the Company granted no stock options.

During the year ended May 31, 2022, the Company granted 1,562,000 stock options at an exercise price of $0.10, expiring on or before October 15, 2026. The fair value of these options was calculated to be $142,000, or $0.09 per option. These options are held in escrow and will be released upon the completion of a Qualifying Transaction.

A summary of change in stock options is as follows:

								Weighted
								average exercise
						Number		price
Balance, May	31,	2021				-	$	-
Issued						1,562,000		0.10
Balance,May	31,	2022	and May	31,	2023	1,562,000	$	0.10

As at May 31, 2023, the following options were outstanding and exercisable:

					Exercise
			Number		price
October	15,	2026	1,562,000	$	0.10

The Company uses the Black-Scholes option pricing model to estimate the fair value for all share-based compensation. The weighted average assumptions used in the pricing model during the year ended May 31, 2023 and 2022, respectively are as follows:

and 2022, respectively are as follows:
	Year ended	Year ended
	May 31,	May 31,
	2023	2022
Exercise price	$ -	$ 0.10
Risk-free interest rate	-	1.23%
Expected life of options	-	5.00 years
Dividend rate	-	0.00%
Annualized volatility	-	150.00%

B-16

Ankh Capital Inc. Notes to the Financial Statements For the years ended May 31, 2023 and 2022 (Stated in Canadian Dollars)

4. Shareholders’ Equity (continued)

e) Warrants

During the year ended May 31, 2023, the Company granted no warrants.

During the year ended May 31, 2022, the Company granted 1,000,000 warrants at an exercise price of $0.10, expiring on or before October 15, 2026. The fair value of these options was calculated to be $90,900, or $0.09 per warrant.

A summary of change in warrants is as follows:

								Weighted
								average
						Number		exercise price
Balance, May	31,	2021				-	$	-
Issued						1,000,000		0.10
Balance,May	31,	2022	and May	31,	2023	1,000,000	$	0.10

As at May 31, 2023, the following warrants were outstanding and exercisable:

					Exercise
			Number		price
October	15,	2026	1,000,000	$	0.10

and 2022, respectively are as follows:
	Year ended	Year ended
	May 31,	May 31,
	2023	2022
Exercise price	$ -	$ 0.10
Risk-free interest rate	-	1.23%
Expected life of options	-	5.00 years
Dividend rate	-	0.00%
Annualized volatility	-	150.00%

B-17

Ankh Capital Inc. Notes to the Financial Statements For the years ended May 31, 2023 and 2022 (Stated in Canadian Dollars)

5. Financial Instruments

The following provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which fair value is observable:

Level 1 — Fair value measurements are derived from quoted prices in active markets or identical assets or liabilities;
Level 2 — Fair value measurements are derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and
Level 3 — Fair value measurements are derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data.

The carrying values of the Company’s financial instruments, comprised of cash and accounts payable and accrued liabilities, approximate their fair values due to the short-term nature of these financial instruments.

The Company is exposed to various financial risks resulting from its operations. The Company’s management manages financial risks. The Company does not enter into financial instrument agreements, including derivative financial instruments, for speculative purposes. There were no changes to the Company’s risk exposure during the year ended May 31, 2023. The Company’s main financial risk exposures and its financial policies are as follows:

a) Credit risk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The Company’s cash is exposed to credit risk, with the carrying value being the Company’s maximum exposure. The Company’s cash consists of funds held in the lawyer’s trust. Management believes the Company’s exposure to credit risk is not material. The Company’s exposure to and management of credit risk has not changed materially from that of the prior year.

b) Market risk

The risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: currency risk, interest rate risk and other price risk. Management does not believe the Company is exposed to significant currency, interest or other price risk. The Company’s exposure to and management of market risk has not changed materially from that of the prior year.

c) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset. The Company’s accounts payable and accrued liabilities are all current and due within 90 days of the statement of financial position date. The Company seeks to ensure that it has sufficient capital to meet short term financial obligations after taking into account its operating obligations and cash on hand. As at May 31, 2023, the Company had a cash balance of $945,413 (2022 – $1,033,876) to settle current liabilities of $34,797 (2022 – $25,522). The Company’s exposure to and management of liquidity risk has not changed materially from that of the prior year.

B-18

Ankh Capital Inc. Notes to the Financial Statements For the years ended May 31, 2023 and 2022 (Stated in Canadian Dollars)

6. Related Party Transactions

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. Key management personnel include the Company’s executive officers and directors.

During the year ended May 31, 2023 and 2022, a law firm of which one of the directors is a partner provided services as follows:

		May 31,		May 31,
		2023		2022
Professional fees	$	60,660	$	29,668

As at May 31, 2023, $11,367 (2022 - $5,685) was included in accounts payable and accrued liabilities.

7. Capital Management

The Company’s capital currently consists of shareholders’ equity in the amount of $910,616 as at May 31, 2023. As at May 31, 2022, the Company’s capital consisted of common shares in the amount of $1,281,000. Its principal source of cash is from the issuance of common shares. The Company’s capital management objectives are to safeguard its ability to continue as a going concern and to have sufficient capital to be able to identify, evaluate and then acquire an interest in businesses or assets.

The proceeds raised from the issuance of share capital may only be used to identify and evaluate assets or businesses for future investment, with the exception that up to $3,000 per month may be used for reasonable general and administrative expenses of the Company. These restrictions apply until completion of a Qualifying Transaction by the Company as defined under the policies of the Exchange Policy 2.4.

The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares. The Company’s approach to managing capital has not changed from that of the prior year.

8. Segmented Information

At May 31, 2023, the Company has one reportable operating segment being the identification and evaluation of assets or a business and, once identified or evaluated, to negotiate an acquisition or participation in a business subject to receipt of shareholder approval, if required, and acceptance by regulatory authorities. All of the Company’s assets are located in Canada.

9. Commitment

On May 31, 2023, the Company entered into a secured loan agreement whereby the Company will lend Quetzal Copper Limited an amount of $200,000 at an annual interest rate of 8%, payable on the earlier of May 31, 2024, and six months from the termination of the agreement (Note 11).

The loan shall be secured by granting a general security agreement by Quetzal Copper Limited.

B-19

Ankh Capital Inc. Notes to the Financial Statements For the years ended May 31, 2023 and 2022 (Stated in Canadian Dollars)

10. Income Taxes

The actual income tax provisions differ from the expected amounts calculated by applying the Canadian combined federal and provincial corporate income tax rates to the Company’s income (loss) before income taxes. The components of these differences are as follows:

of these differences are as follows:
May 31, 2023	May 31, 2022
Loss before taxes for the year $ 110,238 Combined Canadian federal and provincial income tax rate 27%	$ 216,470 27%
Expected income tax recovery $ 30,000 Non-deductible items and other Share issuance costs Change in tax benefits not recognized (30,000)	$ 58,000 (38,000) 68,000 (88,000)
Deferred income tax(expense)recovery $ -	$ -
The significant components of the Company’s unrecorded deductible temporary differences are a	s follows:
May 31, 2023	May 31, 2022
Deferred Tax Assets (Liabilities) Non-capital losses $ 84,000 Share issuance costs 41,000	$ 41,000 54,000
125,000 Unrecognized deferred tax assets (125,000)	95,000 (95,000)
Net deferred tax assets $ -	$ -

The Company has non-capital losses of approximately $311,000 which may be available to offset future taxable income for Canadian income tax purposes, expiring in 2041 ($26,000), 2042 ($125,000) and 2043 ($160,000).

11. Subsequent event

Subsequent to the year ended May 31, 2023, the Company entered into an amalgamation agreement with Quetzal Copper Limited (“Quetzal”), which the Company will acquire all of the issued and outstanding securities of Quetzal (the “Transaction”).

Upon successful completion of the Transaction, it is anticipated that the combined entity (the “Resulting Issuer”) will be listed as a Tier 2 Mining issuer on the TSX Venture Exchange (“TSXV”) and will carry on the business of Quetzal. The Transaction is intended to constitute the Company’s “qualifying transaction” pursuant to Policy 2.4 of the TSXV.

Pursuant to the terms of the Amalgamation Agreement, among other things, a wholly-owned subsidiary of the Company and Quetzal will amalgamate (the “Amalgamation”) and all post-Subdivision (as defined below) securities of Quetzal will be exchanged for post-Consolidation (as defined below) equivalent securities of the Company on a one-for1.0979668 basis (the “Exchange Ratio”), which may be amended upon finalization of the terms of the Private Placement.

B-20

Ankh Capital Inc. Notes to the Financial Statements For the years ended May 31, 2023 and 2022 (Stated in Canadian Dollars)

11. Subsequent event (continued)

In connection with completion of the Transaction:

The Company will consolidate (the “Consolidation”) all of the then issued and outstanding Common Shares on the basis of one post-Consolidation Common Share (each, a “Resulting Issuer Share”) for each previously outstanding two Common Shares and each Option and Warrant will be adjusted in accordance with their respective terms to account for the Consolidation;
Quetzal will subdivide (the “Subdivision”) all of the then issued and outstanding Quetzal Common Shares on the basis of three post-Subdivision Quetzal Common Shares for each previously outstanding Quetzal Shares and each Quetzal Option will be adjusted in accordance with its terms to account for the Subdivision;
all outstanding Quetzal Options, as adjusted for by the Subdivision, will be replaced with equivalent convertible or exchangeable securities of the Resulting Issuer entitling the holders thereof to acquire Resulting Issuer Shares in lieu of Quetzal Common Shares adjusted to reflect the Exchange Ratio, and otherwise bearing the same terms of the securities they replace; and
the Company will change its name to “Quetzal Copper Corp.” or such other name as may be determined by Quetzal.

The Transaction is not a Non-Arm's Length Qualifying Transaction (as defined under the policies of the TSXV) and therefore will not require approval by the shareholders of Ankh under Policy 2.4 of the TSXV. The Transaction is further subject to, among other things, the approval by the shareholders of Quetzal and the approval of the TSXV.

In connection with and as a condition to the Transaction, Quetzal intends to complete an equity financing of Quetzal Common Shares for minimum gross proceeds of $3,000,000 (the “Private Placement”). It is expected that the issue price per post-Subdivision Quetzal Common Share will be a minimum of $0.20.

In connection with the Transaction, the Company has agreed to pay a finder’s fee equal to 1% of the shares issued upon closing of the Transaction to the current shareholders of Quetzal, subject to the approval by the TSXV.

The Company has agreed to, subject to all regulatory approvals, lend Quetzal $200,000 (paid June 1, 2023) by way of a secured bridge loan (the “Bridge Loan”) at an annual interest rate of 8%. The Bridge Loan will be forgiven by the Company upon completion of the Transaction. The Bridge Loan will be repayable earlier of May 31, 2024 and six months from the termination of the Definitive Agreement in accordance with its terms.

B-21

Ankh Capital Inc.

Condensed Interim Consolidated Financial Statements For The Six Months Ended November 30, 2023 and 2022 (Stated in Canadian Dollars) (Unaudited – Prepared by Management)

B-22

Ankh Capital Inc. Condensed Interim Consolidated Statements of Financial Position

(Stated in Canadian Dollars)

(Unaudited – Prepared by Management)

Ankh Capital Inc. Condensed Interim Consolidated Statements of Financial Position (Stated in Canadian Dollars) (Unaudited – Prepared byManagement)
	November 30,			May 31,
		2023		2023
ASSETS
Current assets
Cash	$	694,933	$	945,413
Loan receivable(Note 4)		200,000		-
TOTAL ASSETS	$	894,933	$	945,413
Current liabilities
Accountspayable and accrued liabilities(Note 7)	$	27,475	$	34,797
Shareholders’ equity
Share capital (Note 5)		1,030,482		1,030,482
Reserves (Note 5)		232,900		232,900
Deficit		(395,924)		(352,766)
Total shareholders’ equity		867,458		910,616
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	894,933	$	945,413

Nature and Continuance of Operations (Note 1)

Approved on behalf of the Board of Directors

(signed) “Roger Milad”

Director

(signed) “Barry Coughlan”

Director

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

B-23

Ankh Capital Inc.

Condensed Interim Consolidated Statements of Loss and Comprehensive Loss

(Stated in Canadian Dollars)

(Unaudited – Prepared by Management)

		Three months		Three months		Six months		Six months
		ended		ended		ended		ended
	November 30,		November 30,		November 30,		November 30,
		2023		2022		2023		2022
EXPENSES
Filing fees	$	1,853	$	3,220	$	1,853	$	3,220
Professional fees (Note 7)		28,519		16,153		40,474		40,203
Transfer agent fees		417		1,324		831		3,401
LOSS AND COMPREHENSIVE LOSS FOR
THE PERIOD	$	(30,789)	$	(20,697)	$	(43,158)	$	(46,824)
Basic and diluted loss per common share	$	(0.00)	$	(0.00)	$	(0.00)	$	(0.00)
Weighted average number of common shares
outstanding – basic & diluted		15,620,000		15,620,000		15,620,000		15,620,000

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

B-24

Ankh Capital Inc.

Condensed Interim Consolidated Statements of Changes in Equity

(Stated in Canadian Dollars)

(Unaudited – Prepared by Management)

	Share Capital	Reserves Deficit Total Shareholders’ Equity
	Number Amount
Balance, May 31, 2022 Net loss and comprehensive loss for theperiod	15,620,000 $ 1,030,482 - -	$ 232,900 $ (242,528) $ 1,020,854 - (46,824) (46,824)
Balance, November 30, 2022 Net loss and comprehensive loss for theperiod	15,620,000 1,030,482 - -	232,900 (289,352) 974,030 - (63,414) (63,414)
Balance, May 31, 2023 Net loss and comprehensive loss for theperiod	15,620,000 1,030,482 - -	232,900 (352,766) 910,616 - (43,158) (43,158)
Balance, November 30, 2023	15,620,000 $ 1,030,482	$ 232,900 $ (395,924) $ 867,458

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

B-25

Ankh Capital Inc. Condensed Interim Consolidated Statements of Cash Flows

(Stated in Canadian Dollars)

(Unaudited – Prepared by Management)

For the six months ended November 30,	2023 2022
Operating activities Net loss for the period Changes in non-cash working capital items: Accountspayable and accrued liabilities	$ (43,158) $ (46,824) (7,322) (18,022)
Net cash used in operating activities	(50,480) (64,846)
Investing Activity Loan advanced	(200,000) -
Net cash used in investing activity	(200,000) -
Change in cash during the period Cash, beginning of period	(250,480) (64,846) 945,413 1,033,876
Cash, end of period	$ 694,933 $ 969,030
Supplemental cash flow information
Income taxes paid Interestpaid	$ - $ - $ - $ -

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

B-26

Ankh Capital Inc. Notes to the Condensed Interim Consolidated Financial Statements For the six months ended November 30, 2023 and 2022 (Stated in Canadian Dollars) (Unaudited – Prepared by Management)

1. Nature and Continuance of Operations

These condensed interim consolidated financial statements have been prepared on the basis that the Company will continue as a going concern. The proposed business of the Company and the completion of a Qualifying Transaction involves a high degree of risk and there is no assurance that the Company will identify an appropriate business for acquisition or investment, and even if so identified and warranted, it may not be able to finance such an acquisition nor investment. Additional funds will be required to enable the Company to pursue such an initiative and the Company may be unable to obtain such financing on terms which are satisfactory to it. Furthermore, there is no assurance that the business will be profitable. These conditions indicate the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern.

The head office, principal address and registered and records office of the Company are located at 250 Howe Street 20[th] Floor, Vancouver, BC V6C 3R8.

The condensed interim consolidated financial statements of the Company for the six months ended November 30, 2023 were approved and authorized for issue by the Board of Directors on February 28, 2024.

2. Basis of Preparation

a) Statement of compliance

The Company has prepared its condensed interim consolidated financial statements in accordance with IAS 34 Interim Financial Reporting (“IAS 34”) using accounting policies consistent with the International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and interpretations of the IFRS Interpretations Committee (“IFRIC”). They do not include all financial information required for full annual financial statements and should be read in conjunction with the audited financial statements of the Company for the years ended May 31, 2023 and 2022.

b) Basis of presentation

The condensed interim consolidated financial statements have been prepared on an accrual basis, except for statement of cash flow information and are based on historical costs.

c) Basis of consolidation

These condensed interim consolidated financial statements comprise the financial statements of the parent company and its wholly owned subsidiary 1415994 B.C. Ltd. as at November 30, 2023. Subsidiaries are consolidated from the date on which the Company obtains control over the subsidiary. Control occurs when the Company is exposed to, or has right to, variable returns from its involvement with an investee and has the ability to affect those returns through its power over the investee. The subsidiary was incorporated on May 12, 2023 in the Province of British Columbia. All intragroup balances and transactions have been eliminated in full on consolidation.

B-27

Ankh Capital Inc. Notes to the Condensed Interim Consolidated Financial Statements For the six months ended November 30, 2023 and 2022

(Stated in Canadian Dollars) (Unaudited – Prepared by Management)

3. Summary of Significant Accounting Policies

Accounting Policies

a) Cash

Cash in the statement of financial position is comprised of cash on deposit at financial banking institutions and amounts held in trust on behalf of the Company.

b) Foreign currencies

The condensed interim consolidated financial statements are presented in Canadian dollars. The Company and its subsidiary’s functional currency is the Canadian dollar, which is the currency of the primary economic environment in which the Company and its subsidiary operates.

c) Share-based payments

B-28

3. Summary of Significant Accounting Policies (continued)

d) Taxation

Income tax expense represents the sum of tax currently payable and deferred tax.

Current income tax

Deferred tax

Deferred tax liabilities are recognized for all taxable temporary differences, except:

where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable earnings; and
in respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

where the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable earnings; and
in respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, deferred tax assets are recognized only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized.

B-29

3. Summary of Significant Accounting Policies (continued)

d) Taxation (continued)

Deferred tax relating to items recognized directly in equity is recognized in equity and not in profit or loss.

e) Earnings (loss) per share

f) Financial instruments

a) Recognition

B-30

3. Summary of Significant Accounting Policies (continued)

f) Financial instruments (continued)
b) Classification and measurement

i) those to be measured subsequently at fair value, either through profit or loss (“FVTPL”) or through other comprehensive income (“FVTOCI”); and
ii) those to be measured subsequently at amortized cost.

After initial recognition at fair value, financial instruments are classified and measured at either:

i) amortized cost;
ii) FVTPL, if the Company has made an irrevocable election at the time of recognition, or when required (for items such as instruments held for trading or derivatives); or
iii) FVTOCI, when the change in fair value is attributable to changes in the Company’s credit risk.

The Company reclassifies financial assets when and only when its business model for managing those assets changes. Financial liabilities are not reclassified.

The Company’s financial assets consists of cash and loan receivable, which are classified and subsequently measured at amortized cost. The Company’s financial liabilities consist of accounts payable and accrued liabilities which are classified and measured at amortized cost using the effective interest method. Interest expense is reported in net loss.

B-31

3. Summary of Significant Accounting Policies (continued)

f) Financial instruments (continued)

c) Impairment

g) Significant accounting judgments and estimates

The preparation of these condensed interim consolidated financial statements requires management to make judgments and estimates and form assumptions that affect the reported amounts of assets and liabilities at the statement of financial position date and reported amounts of expenses during the reporting period. On an ongoing basis, management evaluates its judgments and estimates in relation to assets, liabilities and expenses. Management uses historical experience and various other factors it believes to be reasonable under the given circumstances as the basis for its judgments and estimates. Actual outcomes may differ from these estimates under different assumptions and conditions.

h) Standards and interpretations issued but not yet effective

At the date of authorization of these condensed interim consolidated financial statements, the IASB has not issued any new or revised standards expected to have a material impact on the results and financial position of the Company when adopted.

4. Loan receivable

As part of the Amalgamation agreement (the “Agreement”) described in Note 10, the Company has loaned Quetzal Copper Limited $200,000 by way of a secured bridge loan (the “Bridge Loan”) at an annual interest rate of 8%. The Bridge Loan will be forgiven by the Company upon completion of the Transaction described in Note 10. If the Transaction is not completed, the Bridge Loan will be repayable on the earlier of May 31, 2024 and six months from the termination of the Agreement.

The loan is secured by a general security agreement with Quetzal Copper Limited.

5. Shareholders’ Equity

a) Authorized and issued share capital

The Company has authorized an unlimited number of common shares without par value.

b) During the period ended November 30, 2023, the Company had no share activity.

During the year ended May 31, 2023, the Company had no share activity.

c) Shares held in escrow

As at November 30, 2023, 6,220,000 (May 31, 2023 – 6,220,000) common shares are held in escrow pursuant to terms of an Escrow Agreement entered into in connection with the Company’s IPO. Under the Escrow Agreement, 25% of the escrowed common shares will be released from escrow upon completion of a Qualifying Transaction

B-32

Ankh Capital Inc.

Notes to the Condensed Interim Consolidated Financial Statements For the six months ended November 30, 2023 and 2022

(Stated in Canadian Dollars) (Unaudited – Prepared by Management)

and an additional 25% will be released on the dates 6 months, 12 months and 18 months following the completion of a Qualifying Transaction.

B-33

5. Shareholders’ Equity (continued)

d) Stock options

During the period ended November 30, 2023, the Company did not grant any stock options.

During the year ended May 31, 2023, the Company did not grant any stock options.

A summary of stock options is as follows:

									Weighted
									average
							Number		exercise price
Balance,May	31,	2022,	2023	and November	30,	2023	1,562,000	$	0.10

As at November 30, 2023, the following stock options were outstanding and exercisable:

					Exercise
			Number		price
October	15,	2026	1,562,000	$	0.10

B-34

(Stated in Canadian Dollars) (Unaudited – Prepared by Management)

Ankh Capital Inc. Notes to the Condensed Interim Consolidated Financial Statements For the six months ended November 30, 2023 and 2022

5. Shareholders’ Equity (continued)

e) Warrants

During the period ended November 30, 2023, the Company did not issue any warrants.

During the year ended May 31, 2023, the Company did not issue any warrants.

A summary of warrants is as follows:

									Weighted
									average
							Number		exercise price
Balance,May	31,	2022,	2023	and November	30,	2023	1,000,000	$	0.10

As at November 30, 2023, the following warrants were outstanding and exercisable:

					Exercise
			Number		price
October	15,	2026	1,000,000	$	0.10

6. Financial Instruments

Level 1 — Fair value measurements are derived from quoted prices in active markets or identical assets or liabilities;
Level 2 — Fair value measurements are derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and
Level 3 — Fair value measurements are derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data.

The carrying values of the Company’s financial instruments, comprised of cash, loan receivable, and accounts payable and accrued liabilities, approximate their fair values due to the short-term nature of these financial instruments.

The Company is exposed to various financial risks resulting from its operations. The Company’s management manages financial risks. The Company does not enter into financial instrument agreements, including derivative financial instruments, for speculative purposes. There were no changes to the Company’s risk exposure during the period ended November 30, 2023. The Company’s main financial risk exposures and its financial policies are as follows:

B-35

6. Financial Instruments (continued)

a) Credit risk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The Company's credit risk is primarily attributable to cash and loan receivable. The maximum exposure to credit risk is the aggregate carrying amount of cash and loan receivable of $894,933 (May 31, 2023 - $945,413). The Company limits its exposure to credit risk by placing its cash with a high credit quality financial institution in Canada. The Company’s cash consists of funds held in the lawyer’s trust accounts which are in turn held in accounts with high credit quality financial institutions in Canada. The receivable that is a financial instrument consists of a loan receivable, which is secured by a general security agreement to limit its exposure. Management believes the Company’s exposure to credit risk is not material. The Company’s exposure to and management of credit risk has not changed materially from that of the prior year.

b) Market risk

c) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset. The Company’s accounts payable and accrued liabilities are all current and due within 90 days of the statement of financial position date. The Company seeks to ensure that it has sufficient capital to meet short term financial obligations after taking into account its operating obligations and cash on hand. As at November 30, 2023, the Company had a cash balance of $694,933 (May 31, 2023 – $945,413) to settle current liabilities of $27,475 (May 31, 2023 – $34,797). The Company’s exposure to and management of liquidity risk has not changed materially from that of the prior year.

7. Related Party Transactions

During the periods ended November 30, 2023 and 2022, a law firm of which one of the directors is a partner provided services as follows:

	Six	months	Six	months
		ended		ended
	November 30,		November 30,
		2023		2022
Professional fees	$	14,760	$	29,729

As at November 30, 2023, $Nil (May 31, 2023 - $11,367) was included in accounts payable and accrued liabilities.

B-36

8. Capital Management

The Company’s capital consists of shareholders’ equity in the amount of $867,458 as at November 30, 2023 (May 31, 2023 - $910,616). Its principal source of cash is from the issuance of common shares. The Company’s capital management objectives are to safeguard its ability to continue as a going concern and to have sufficient capital to be able to identify, evaluate and then acquire an interest in businesses or assets.

9. Segmented Information

At November 30, 2023, the Company has one reportable operating segment being the identification and evaluation of assets or a business and, once identified or evaluated, to negotiate an acquisition or participation in a business subject to receipt of shareholder approval, if required, and acceptance by regulatory authorities. All of the Company’s assets are located in Canada.

10. Amalgamation Agreement

During the period ended November 30, 2023, the Company entered into an amalgamation agreement with Quetzal Copper Limited (“Quetzal”), which the Company will acquire all of the issued and outstanding securities of Quetzal (the “Transaction”).

In connection with completion of the Transaction:

The Company will consolidate (the “Consolidation”) all of the then issued and outstanding common shares on the basis of one post-Consolidation common share (each, a “Resulting Issuer Share”) for each previously outstanding two common shares and each option and warrant will be adjusted in accordance with their respective terms to account for the Consolidation;
Quetzal will subdivide (the “Subdivision”) all of the then issued and outstanding Quetzal common shares on the basis of three post-Subdivision Quetzal common shares for each previously outstanding Quetzal common shares and each Quetzal option will be adjusted in accordance with its terms to account for the Subdivision;
all outstanding Quetzal options, as adjusted for by the Subdivision, will be replaced with equivalent convertible or exchangeable securities of the Resulting Issuer entitling the holders thereof to acquire Resulting Issuer Shares in lieu of Quetzal common shares adjusted to reflect the Exchange Ratio, and otherwise bearing the same terms of the securities they replace; and

B-37

10. Amalgamation Agreement (continued)

the Company will change its name to “Quetzal Copper Corp.” or such other name as may be determined by Quetzal.

The Transaction is not a Non-Arm's Length Qualifying Transaction (as defined under the policies of the TSX-V) and therefore will not require approval by the shareholders of the Company under Policy 2.4 of the TSX-V. The Transaction is further subject to, among other things, the approval by the shareholders of Quetzal and the approval of the TSX-V.

In connection with and as a condition to the Transaction, Quetzal intends to complete an equity financing of Quetzal common shares for minimum gross proceeds of $3,000,000 (the “Private Placement”). It is expected that the issue price per post-Subdivision Quetzal common share will be a minimum of $0.20.

In connection with the Transaction, the Company has agreed to pay a finder’s fee equal to 1% of the Resulting Issuer shares issued upon closing of the Transaction to the current shareholders of Quetzal, subject to the approval by the TSXV.

B-38

ANKH CAPITAL INC. 250 Howe Street 20[th] Floor Vancouver, BC V6C 3R8

September 28, 2023

MANAGEMENT’S DISCUSSION & ANALYSIS

This management’s discussion & analysis (“MD&A”) should be read in conjunction with our financial statements and the accompanying notes for the year ended May 31, 2023, which were prepared using accounting policies consistent with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and are filed on the SEDAR website: http://www.sedarplus.ca/

All amounts in the financial statements and this MD&A are expressed in Canadian dollars, unless otherwise indicated.

FORWARD LOOKING INFORMATION

This MD&A contains certain forward-looking statements and information relating to Ankh Capital Inc. that are based on the beliefs of our management as well as assumptions made by and information currently available to us. When used in this document, the words “ anticipate ”, “ believe ”, “ estimate ”, “ expect ” and similar expressions, as they relate to Ankh Capital Inc. or our management, are intended to identify forwardlooking statements. This MD&A contains forward-looking statements relating to, among other things, regulatory compliance, the sufficiency of current working capital, and the estimated cost and availability of funding for the completion of a Qualifying Transaction. Such statements reflect the current views of management with respect to future events and are subject to certain risks, uncertainties and assumptions. Many factors could cause the actual results, performance or our achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forwardlooking statements.

Overview

Ankh Capital Inc. (the “Company”) was incorporated under the Business Corporations Act (British Columbia) on November 30, 2020. The Company was formed for the primary purpose of completing an Initial Public Offering (“IPO” or “Offering”) on the TSX Venture Exchange (“Exchange”) as a Capital Pool Company (“CPC”) as defined in Policy 2.4 of the Exchange. The principal business of the Company is the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction. The Company has not commenced operations and has no significant assets. The Company’s head office is 250 Howe Street 20th Floor, Vancouver, BC V6C 3R8, Canada. The Company’s registered and records office is located at 250 Howe Street 20th Floor, Vancouver, BC V6C 3R8, Canada.

The Exchange issued a bulletin approving the listing of the common shares as of market open on October 15, 2021, and the common shares started trading under the symbol “ANKH” on October 19, 2021.

Selected Annual Information

	May 31, 2023	May 31, 2023	May 31, 2022	May	31, 2021
Total assets	$	945,413	$ 1,046,376	$	265,792
Deficit		(352,766)	(242,528)		(26,058)
Loss and comprehensive loss		(110,238)	(216,470)		(26,058)
Basic and diluted loss per share		(0.01)	(0.02)		(0.01)

B-39

Fourth Quarter

There were no significant transactions during the quarter ended May 31, 2023.

Summary of Quarterly Results

The following is a summary of the Company’s financial results for the eight most recently completed quarters which have been prepared using accounting policies consistent with IFRS:

Quarterly	May 31,	Feb 28,	Nov 30,	Aug 31,	May 31,	Feb 28,	Nov 30,	Aug 31,
period	2023	2023	2022	2022	2022	2022	2021	2021
ended	$	$	$	$	$	$	$	$
Net revenues	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Net loss for period Total Per share	(49,322) (0.00)	(14,092) (0.00)	(20,697) (0.00)	(26,127) (0.00)	(15,022) (0.00)	(14,080) (0.00)	(147,818) (0.02)	(39,550) (0.01)

During the quarter ended May 31, 2023, net loss increased to $49,322 from $14,092 for the quarter ended February 28, 2023, which was primarily related to legal fees.

During the quarter ended February 28, 2023, net loss decreased to $14,092 from $20,697 for the quarter ended November 30, 2022, which was primarily related to legal fees.

During the quarter ended November 30, 2022, net loss decreased to $20,697 from $26,127 for the quarter ended August 31, 2022, which was primarily related to legal fees.

During the quarter ended August 31, 2022, net loss increased to $26,127 from $15,022 for the quarter ended May 31, 2022, which was primarily related to legal fees.

During the quarter ended May 31, 2022, net loss increased to $15,022 from $14,080 for the quarter ended February 28, 2022, which was primarily related to legal fees.

During the quarter ended February 28, 2022, net loss decreased to $14,080 from $147,818 for the quarter ended November 30, 2021. The decrease was a result of timing of legal and transfer agent fees and sharebased compensation related to options granted during the prior quarter.

Net loss from quarter ended November 30, 2021 increased to $147,818 from $39,550 quarter ended August 31, 2021 as a result of share-based compensation related to options granted.

Plan of Operation

Management’s plans over the next twelve months consist primarily of seeking the acquisition of a new property or business.

B-40

Results of Operations

Year ended May 31, 2023

During the year May 31, 2023, the Company had a net loss of $110,238 (2022 - $216,470), which is primarily as a result of the following:

i) Advertising and promotion of $1,640 (2022 - $272). The increase was due to the Company’s efforts to increase market awareness during the current year.
ii) Consulting fees of $12,500 (2022 - $Nil). The increase was due to a consultant looking for business opportunities during the current year.
iii) Share-based compensation of $Nil (2022 - $142,000). The decrease was due to no stock options granted during the current year.
iv) Professional fees of $79,447 (2022 - $57,425). The increase was due to increased accounting, audit and legal fees in the current year.

Three months ended May 31, 2023

During the three months ended May 31, 2023, the Company had a net loss of $49,322 (2022 - $15,022), which is primarily as a result of the following:

i) Advertising and promotion of $1,640 (2022 - $Nil). The increase was due to the Company’s efforts to increase market awareness during the current period.
ii) Consulting fees of $12,500 (2022 - $Nil). The increase was due to a consultant looking for business opportunities during the current year.
iii) Transfer agent fee of $1,683 (2022 - $7,519). The decrease was due to reduced activity during the current period.
iv) Professional fees of $33,499 (2022 - $9,562). The increase was due to higher legal services rendered related to discussion of qualifying transactions in the current period.
v) Filling fees of $Nil (2022 - $5,460). The decrease was due to timing of invoices received during the current quarter.

Liquidity and Capital Resources

As of May 31, 2023, we reported cash of $945,413 (2022 - $1,033,876) and working capital of $910,616 (2022 - $1,020,854).

The numbers included in this MD&A came from the financial statements that were prepared on the basis of accounting principles applicable to a going concern, which assumes that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations. If the going concern assumption was not appropriate for the financial statements, then adjustments would be necessary in the carrying values of assets and liabilities, the reported expenses, and the financial statement classifications used. Such adjustments could be material.

B-41

Related Party Transactions

During the year ended May 31, 2023 and 2022, a law firm of which one of the directors is a partner provided services as follows:

		May 31,	May 31,
		2023	2022
Professional fees	$	60,660 $	29,668

As at May 31, 2023, $11,367 (May 31, 2022 - $5,685) was included in accounts payable and accrued liabilities.

Share Capital

As at September 28, 2023, the Company had the following outstanding:

Common shares – 15,620,000 outstanding (6,220,000 in escrow)

Stock options:

Options	Exercise
Outstanding	Price	Expiry Date
1,562,000	$0.10	15-October-26

Warrants:

Warrants	Exercise
Outstanding	Price	Expiry Date
1,000,000	$0.10	15-October-26

Future Accounting Pronouncements

Please refer to the Financial Statements for year ended May 31, 2023 and 2022 on www.sedarplus.ca.

Financial Instruments

Please refer to the Financial Statements for year ended May 31, 2023 and 2022 on www.sedarplus.ca.

B-42

Capital Management and Financial Risk Management

The Company’s capital currently consists of shareholders’ equity in the amount of $910,616 as at May 31, 2023. Its principal source of cash is from the issuance of common shares. The Company’s capital management objectives are to safeguard its ability to continue as a going concern and to have sufficient capital to be able to identify, evaluate and then acquire an interest in businesses or assets.

Credit Risk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The Company’s cash is exposed to credit risk, with the carrying value being the Company’s maximum exposure. The Company’s cash consists of funds held in trust. Management believes the Company’s exposure to credit risk is not material.

Liquidity Risk

Market Risk

Other Risk Factors

Investment in the common shares must be regarded as highly speculative due to the proposed nature of the Company's business and its present stage of development. The following are risk factors associated with the Company:

the Company was only recently incorporated, has not commenced commercial operations and has no assets other than cash and prepaid. It has no history of earnings, and shall not generate earnings or pay dividends until at least after Completion of a Qualifying Transaction;
investment in the common shares is highly speculative given the nature of the Company's business and present stage of development;
the directors and officers of the Company will only devote a portion of their time to the business and affairs of the Company and some of them are or will be engaged in other projects or businesses such that conflicts of interest may arise from time to time;
there can be no assurance that an active and liquid market for the Company's common shares will develop and an investor may find it difficult to resell its common shares;

B-43

the Company has only limited funds with which to identify and evaluate a potential Qualifying Transactions and there can be no assurance that the Company will be able to identify a suitable Qualifying Transaction;
even if a proposed Qualifying Transaction is identified, there can be no assurance that the Company will be able to successfully complete the transaction. Completion of a Qualifying Transaction is subject to a number of conditions including acceptance by the Exchange and, in the case of a Non-Arm's Length Qualifying Transaction, Majority of the Minority Approval;
unless the shareholder has the right to dissent and be paid fair value in accordance with applicable corporate or other law, a shareholder who votes against a proposed Non-Arm's Length Qualifying Transaction for which Majority of the Minority Approval by shareholders has been given, will have no rights of dissent and no entitlement to payment by the Company of fair value for the Common Shares;
upon public announcement of a proposed Qualifying Transaction, trading in the Common Shares of the Company will be halted and will remain halted for an indefinite period of time, typically until a Sponsor has been retained and certain preliminary reviews have been conducted. The Common Shares of the Company will be reinstated to trading before the Exchange has reviewed the transaction and before the Sponsor has completed its full review. Reinstatement to trading provides no assurance with respect to the merits of the transaction or the likelihood of the Company completing the proposed Qualifying Transaction; trading in the Common Shares of the Company may be halted at other times for other reasons, including for failure by the Company to submit documents to the Exchange in the time periods required; neither the Exchange nor any securities regulatory authority passes upon the merits of the proposed Qualifying Transaction;
in the event that management of the Company resides outside of Canada or the Company identifies a foreign business as a proposed Qualifying Transaction, investors may find it difficult or impossible to effect service or notice to commence legal proceedings upon any management resident outside of Canada or upon the foreign business and may find it difficult or impossible to enforce against such persons, judgments obtained in Canadian courts;
the Qualifying Transaction may be financed in whole or in part by the issuance of additional securities by the Company and this may result in further dilution to the investor, which dilution may be significant and which may also result in a change of control of the Corporation;
subject to prior acceptance by the Exchange, the Company may be permitted to loan or advance up to an aggregate of $25,000 of its proceeds to a target business without requiring shareholder approval and there can be no assurance that the Company will be able to recover that loan; and
the Company cannot be certain and provides no guarantee that, if a Qualifying Transaction is completed, the business acquired pursuant to the Qualifying Transaction will be profitable or ultimately benefit the Company and its shareholders. Neither the Exchange nor any securities regulatory authority passes on the merits of the proposed Qualifying Transaction. The Qualifying Transaction may also result in additional dilution to the Corporation's shareholders, increased debt or a change in control of the Corporation. Any failure to successfully integrate a business acquired pursuant to the Qualifying Transaction or a failure of such business to benefit the Corporation, could have a material adverse effect on the Company’s business and results of operations.

Qualifying Transaction

B-44

Pursuant to the terms of the Amalgamation Agreement, among other things, a wholly-owned subsidiary of the Company and Quetzal will amalgamate (the “Amalgamation”) and all post-Subdivision (as defined below) securities of Quetzal will be exchanged for post-Consolidation (as defined below) equivalent securities of the Company on a one-for-1.0979668 basis (the “Exchange Ratio”), which may be amended upon finalization of the terms of the Private Placement.

In connection with completion of the Transaction:

The Company will consolidate (the “Consolidation”) all of the then issued and outstanding Common Shares on the basis of one post-Consolidation Common Share (each, a “Resulting Issuer Share”) for each previously outstanding two Common Shares and each Option and Warrant will be adjusted in accordance with their respective terms to account for the Consolidation;
Quetzal will subdivide (the “Subdivision”) all of the then issued and outstanding Quetzal Common Shares on the basis of three post-Subdivision Quetzal Common Shares for each previously outstanding Quetzal Shares and each Quetzal Option will be adjusted in accordance with its terms to account for the Subdivision;
all outstanding Quetzal Options, as adjusted for by the Subdivision, will be replaced with equivalent convertible or exchangeable securities of the Resulting Issuer entitling the holders thereof to acquire Resulting Issuer Shares in lieu of Quetzal Common Shares adjusted to reflect the Exchange Ratio, and otherwise bearing the same terms of the securities they replace; and
the Company will change its name to “Quetzal Copper Corp.” or such other name as may be determined by Quetzal.

The Company has agreed to, subject to all regulatory approvals, lend Quetzal $200,000 (paid on June 1, 2023) by way of a secured bridge loan (the “Bridge Loan”) at an annual interest rate of 8%. The Bridge Loan will be forgiven by the Company upon completion of the Transaction. The Bridge Loan will be repayable earlier of May 31, 2024 and six months from the termination of the Definitive Agreement in accordance with its terms .

Additional Information

Additional information relating to our company is available on SEDAR at www.sedarplus.ca

B-45

ANKH CAPITAL INC. 250 Howe Street 20[th] Floor Vancouver, BC V6C 3R8

February 28, 2024

MANAGEMENT’S DISCUSSION & ANALYSIS

This management’s discussion & analysis (“MD&A”) should be read in conjunction with our condensed interim consolidated financial statements and the accompanying notes for the six months ended November 30, 2023, which were prepared using accounting policies consistent with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and in accordance with International Accounting Standards (“IAS”) 34, Interim Financial Reporting and are filed on the SEDAR+ website: http://www.sedarplus.ca/

All amounts in the financial statements and this MD&A are expressed in Canadian dollars, unless otherwise indicated.

FORWARD LOOKING INFORMATION

Overview

The Exchange issued a bulletin approving the listing of the common shares as of market open on October 15, 2021, and the common shares started trading under the symbol “ANKH” on October 19, 2021.

On May 12, 2023, the Company incorporated a wholly-owned subsidiary, 1415994 B.C. Ltd., in the Province of British Columbia for the purpose of completing the amalgamation.

B-46

Summary of Quarterly Results

The following is a summary of the Company’s financial results for the eight most recently completed quarters which have been prepared using accounting policies consistent with IFRS:

Quarterly	Nov 30,	Aug 31,	May 31,	Feb 28,	Nov 30,	Aug 31,	May 31,	Feb 28,
period	2023	2023	2023	2023	2022	2022	2022	2022
ended	$	$	$	$	$	$	$	$
Net revenues	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Net loss for period Total Per share	(30,789) (0.00)	(12,369) (0.00)	(49,322) (0.00)	(14,092) (0.00)	(20,697) (0.00)	(26,127) (0.00)	(15,022) (0.00)	(14,080) (0.00)

During the quarter ended November 30, 2023, net loss increased to $30,789 from $12,369 for the quarter ended August 31, 2023, which was primarily related to legal and audit fees.

During the quarter ended August 31, 2023, net loss decreased to $12,369 from $49,322 for the quarter ended May 31, 2023, which was primarily related to legal fees.

During the quarter ended May 31, 2023, net loss increased to $49,322 from $14,092 for the quarter ended February 28, 2023, which was primarily related to legal fees.

During the quarter ended February 28, 2023, net loss decreased to $14,092 from $20,697 for the quarter ended November 30, 2022, which was primarily related to legal fees.

During the quarter ended November 30, 2022, net loss decreased to $20,697 from $26,127 for the quarter ended August 31, 2022, which was primarily related to legal fees.

During the quarter ended August 31, 2022, net loss increased to $26,127 from $15,022 for the quarter ended May 31, 2022, which was primarily related to legal fees.

During the quarter ended May 31, 2022, net loss increased to $15,022 from $14,080 for the quarter ended February 28, 2022, which was primarily related to legal fees.

Plan of Operation

Management’s plans over the next twelve months consist primarily of seeking the acquisition of a new property or business.

B-47

Results of Operations

Six months ended November 30, 2023

During the six months ended November 30, 2023, the Company had a net loss of $43,158 (2022 - $46,824), which is primarily as a result of the following:

i) Transfer agent fees of $831 (2022 - $3,401). The decrease was due to reduced activity during the current period.
ii) Professional fees of $40,474 (2022 - $40,203). The increase was due to increase in legal and audit services rendered in the current period.

Three months ended November 30, 2023

During the three months ended November 30, 2023, the Company had a net loss of $30,789 (2022 - $20,697), which is primarily as a result of the following:

i) Transfer agent fees of $417 (2022 - $1,324). The decrease was due to reduced activity during the current period.
ii) Professional fees of $28,519 (2022 - $16,153). The increase was due to increase in audit fees accrued and paid in the current period.

Liquidity and Capital Resources

As of November 30, 2023, we reported cash of $694,933 (May 31, 2023 - $945,413) and working capital of $867,458 (May 31, 2023 - $910,616).

Related Party Transactions

During the period ended November 30, 2023 and 2022, a law firm of which one of the directors is a partner provided services as follows:

		Six months	Six months
		ended	ended
		November 30,	November 30,
		2023	2022
Professional fees	$	14,760 $	29,729

As at November 30, 2023, $Nil (May 31, 2023 - $11,367) was included in accounts payable and accrued liabilities.

B-48

B-49

Share Capital

As at February 28, 2024, the Company had the following outstanding:

Common shares – 15,620,000 outstanding (6,220,000 in escrow)

Stock options:

Options	Exercise
Outstanding	Price	ExpiryDate
1,562,000	$0.10	15-October-26

Warrants:

Warrants	Exercise
Outstanding	Price	ExpiryDate
1,000,000	$0.10	15-October-26

Future Accounting Pronouncements

Please refer to the Condensed Interim Consolidated Financial Statements for the six months ended November 30, 2023 on www.sedarplus.ca.

Financial Instruments

Please refer to the Condensed Interim Consolidated Financial Statements for the six months ended November 30, 2023 on www.sedarplus.ca.

Capital Management and Financial Risk Management

The Company’s capital currently consists of shareholders’ equity in the amount of $867,458 as at November 30, 2023. Its principal source of cash is from the issuance of common shares. The Company’s capital management objectives are to safeguard its ability to continue as a going concern and to have sufficient capital to be able to identify, evaluate and then acquire an interest in businesses or assets.

B-50

Credit Risk

Liquidity Risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset. The Company’s accounts payable and accrued liabilities are all current and due within 90 days of the statement of financial position date. The Company seeks to ensure that it has sufficient capital to meet short term financial obligations after taking into account its operating obligations and cash on hand. As at November 30, 2023, the Company had a cash balance of $694,933 (May 31, 2023 – $945,413) to settle current liabilities of $27,475 (May 31, 2023 – $34,797).

Market Risk

Other Risk Factors

the Company was only recently incorporated, has not commenced commercial operations and has no assets other than cash and loan receivable. It has no history of earnings, and shall not generate earnings or pay dividends until at least after Completion of a Qualifying Transaction;
investment in the common shares is highly speculative given the nature of the Company's business and present stage of development;
the directors and officers of the Company will only devote a portion of their time to the business and affairs of the Company and some of them are or will be engaged in other projects or businesses such that conflicts of interest may arise from time to time;
there can be no assurance that an active and liquid market for the Company's common shares will develop and an investor may find it difficult to resell its common shares;
the Company has only limited funds with which to identify and evaluate a potential Qualifying Transactions and there can be no assurance that the Company will be able to identify a suitable Qualifying Transaction;
even if a proposed Qualifying Transaction is identified, there can be no assurance that the Company will be able to successfully complete the transaction. Completion of a Qualifying Transaction is subject to a number of conditions including acceptance by the Exchange and, in the case of a Non-Arm's Length

B-51

Qualifying Transaction, Majority of the Minority Approval;

unless the shareholder has the right to dissent and be paid fair value in accordance with applicable corporate or other law, a shareholder who votes against a proposed Non-Arm's Length Qualifying Transaction for which Majority of the Minority Approval by shareholders has been given, will have no rights of dissent and no entitlement to payment by the Company of fair value for the Common Shares;
upon public announcement of a proposed Qualifying Transaction, trading in the Common Shares of the Company will be halted and will remain halted for an indefinite period of time, typically until a Sponsor has been retained and certain preliminary reviews have been conducted. The Common Shares of the Company will be reinstated to trading before the Exchange has reviewed the transaction and before the Sponsor has completed its full review. Reinstatement to trading provides no assurance with respect to the merits of the transaction or the likelihood of the Company completing the proposed Qualifying Transaction; trading in the Common Shares of the Company may be halted at other times for other reasons, including for failure by the Company to submit documents to the Exchange in the time periods required; neither the Exchange nor any securities regulatory authority passes upon the merits of the proposed Qualifying Transaction;
in the event that management of the Company resides outside of Canada or the Company identifies a foreign business as a proposed Qualifying Transaction, investors may find it difficult or impossible to effect service or notice to commence legal proceedings upon any management resident outside of Canada or upon the foreign business and may find it difficult or impossible to enforce against such persons, judgments obtained in Canadian courts;
the Qualifying Transaction may be financed in whole or in part by the issuance of additional securities by the Company and this may result in further dilution to the investor, which dilution may be significant and which may also result in a change of control of the Corporation;
subject to prior acceptance by the Exchange, the Company may be permitted to loan or advance up to an aggregate of $25,000 of its proceeds to a target business without requiring shareholder approval and there can be no assurance that the Company will be able to recover that loan; and
the Company cannot be certain and provides no guarantee that, if a Qualifying Transaction is completed, the business acquired pursuant to the Qualifying Transaction will be profitable or ultimately benefit the Company and its shareholders. Neither the Exchange nor any securities regulatory authority passes on the merits of the proposed Qualifying Transaction. The Qualifying Transaction may also result in additional dilution to the Corporation's shareholders, increased debt or a change in control of the Corporation. Any failure to successfully integrate a business acquired pursuant to the Qualifying Transaction or a failure of such business to benefit the Corporation, could have a material adverse effect on the Company’s business and results of operations.

Qualifying Transaction

On May 15, 2023, the Company entered into an amalgamation agreement with Quetzal Copper Limited (“Quetzal”), which the Company will acquire all of the issued and outstanding securities of Quetzal (the “Transaction”).

B-52

securities of the Company on a one-for-1.0979668 basis (the “Exchange Ratio”), which may be amended upon finalization of the terms of the Private Placement (as defined below).

In connection with completion of the Transaction:

The Company will consolidate (the “Consolidation”) all of the then issued and outstanding Common Shares on the basis of one post-Consolidation Common Share (each, a “Resulting Issuer Share”) for each previously outstanding two Common Shares and each Option and Warrant will be adjusted in accordance with their respective terms to account for the Consolidation;
Quetzal will subdivide (the “Subdivision”) all of the then issued and outstanding Quetzal Common Shares on the basis of three post-Subdivision Quetzal Common Shares for each previously outstanding Quetzal Common Shares and each Quetzal Option will be adjusted in accordance with its terms to account for the Subdivision;
all outstanding Quetzal Options, as adjusted for by the Subdivision, will be replaced with equivalent convertible or exchangeable securities of the Resulting Issuer entitling the holders thereof to acquire Resulting Issuer Shares in lieu of Quetzal Common Shares adjusted to reflect the Exchange Ratio, and otherwise bearing the same terms of the securities they replace; and
the Company will change its name to “Quetzal Copper Corp.” or such other name as may be determined by Quetzal.

Additional Information

Additional information relating to our company is available on SEDAR+ at www.sedarplus.ca

B-53

APPENDIX C

FINANCIAL STATEMENTS AND MD&A OF QUETZAL

Description	Page
Quetzal Audited Financial Statements	C-2
Quetzal Interim Financial Statements	C-20
Quetzal MD&A	C-34

C-1

QUETZAL COPPER LIMITED

Financial Statements

For the year ended December 31, 2022

and Period from April 29, 2021 (incorporation) to December 31, 2021

(Expressed in Canadian dollars)

C-2

Independent Auditor’s Report

To the Shareholders of:

QUETZAL COPPER LIMITED

Opinion

We have audited the financial statements of Quetzal Copper Limited (“the Company”), which comprise the statements of financial position as at December 31, 2022 and 2021 and the statements of changes in shareholders’ equity, comprehensive loss, and cash flows for the year ended December 31, 2022 and the period from incorporation on April 29, 2021 to December 31, 2021, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2022 and 2021, and its financial performance and its cash flows for the year ended December 31, 2022 and the period from incorporation on April 29, 2021 to December 31, 2021 in accordance with International Financial Reporting Standards (“IFRS”).

Basis for Opinion

We conducted our audits 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 in the financial statements, which indicates that the Company incurred a net loss of $520,072 during the year ended December 31, 2022, and as of that date, had accumulated losses since inception of $565,384. As stated in Note 1, these events or conditions, along with other matters as set forth in Note 1, indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. 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 the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

We have determined that there are no key audit matters to communicate in our auditor’s report.

Other Information

Management is responsible for the other information. The other information comprises Management’s Discussion and Analysis. Our opinion on the financial statements does not cover the other information and will not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, 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.

C-3

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

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

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

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

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.

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

WDM

Chartered Professional Accountants

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

Vancouver, B.C. June 28, 2023

C-4

QUETZAL COPPER LIMITED Statements of Financial Position

(Expressed in Canadian dollars)

QUETZAL COPPER LIMITED Statements of Financial Position (Expressed in Canadian dollars)
		December 31,	December31,
	Note	2022	2021
		$	$
ASSETS
Current
Cash		7,541	-
GST receivable		3,759	156
Subscription receivable		-	20,250
		11,300	20,406
Explorationand evaluationassets	4	260,000	-
Total assets		271,300	20,406
LIABILITIES
Current
Accounts payable and accrued liabilities	6	34,607	45,468
Total liabilities		34,607	45,468
SHAREHOLDERS' EQUITY (DEFICIENCY)
Share capital	5(b)	752,185	20,250
Reserve		49,892	-
Deficit		(565,384)	(45,312)
Total shareholders’ equity (deficiency)		236,693	(25,062)
Total liabilities and shareholders’ equity (deficiency)		271,300	20,406

Nature of operations and going concern (Note 1) Subsequent events (Note 10)

Approved and authorized for issue on behalf of the Board of Directors:

/s/ “Charles Funk” Director

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

C-5

QUETZAL COPPER LIMITED Statements of Loss and Comprehensive Loss

(Expressed in Canadian dollars, except number of shares)

QUETZAL COPPER LIMITED Statements of Loss and Comprehensive Loss (Expressed in Canadian dollars, except number of shares)
			Period from
			incorporation on
		Year	April 29, 2021
		ended	to
		December 31,	December 31,
	Note	2022	2021
		$	$
Operating expenses
Consulting fees	6	21,500	42,000
Exploration and evaluation expenditures	4	381,391	-
General and administrative		3,190	-
Professional and legal fees		64,099	3,312
Share-based compensation	6	49,892	-
Net loss and comprehensive loss for theperiod		520,072	45,312
Net loss per share:
Basic and diluted		0.04	0.01
Weighted average number of common shares:
Basic and diluted		12,492,295	5,706,073

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

C-6

QUETZAL COPPER LIMITED Statements of Cash Flows

(Expressed in Canadian dollars)

QUETZAL COPPER LIMITED Statements of Cash Flows (Expressed in Canadian dollars)
		Period from
		incorporation on
	Year	April 29, 2021
	ended	to
	December 31,	December 31,
	2022	2021
	$	$
Operating activities:
Net loss for the period	(520,072)	(45,312)
Items not affecting cash:
Shares issued for services	100,468	-
Share-based compensation	49,892	-
Changes in non-cash working capital:
GST receivable	(3,603)	(156)
Accounts payable and accruedliabilities	(10,861)	45,468
Cash used in operating activities	(384,176)	-
Investing activities:
Acquisition of exploration and evaluation assets	(210,000)	-
Cash used in investing activities	(210,000)	-
Financing activities:
Issuance of shares, net of issuance cost	601,717	-
Cash provided by financing activities	601,717	-
Net change in cash	7,541	-
Cash, beginning ofperiod	-	-
Cash, end ofperiod	7,541	-
Supplemental cash flow information:
Shares issued for services	65,468	-
Shares issued for acquisition of Princeton	50,000	-
Shares issued for finders’ fees	35,000	-

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

C-7

QUETZAL COPPER LIMITED Statements of Changes in Shareholders’ Equity (Deficiency) (Expressed in Canadian dollars, except number of shares)

(Expressed in Canadian dollars, except number of shares)
						Total
						shareholders’
		Number of				equity
	Note	shares	Share capital	Reserve	Deficit	(deficiency)
		#	$	$	$	$
Balance, April 29, 2021 (incorporation)	10(d),5(b)	3	-	-	-	-
Cancellation of common shares	5(b)	(3)	-	-	-	-
Shares issued for cash, net of issuance costs		6,075,000	20,250	-	-	20,250
Net loss for the period		-	-	-	(45,312)	(45,312)
Balance, December 31, 2021		6,075,000	20,250	-	(45,312)	(25,062)
Shares issued for cash, net of issuance costs	5(b)	7,636,119	590,967	-	-	590,967
Shares issued for finders’ fees	5(b)	150,000	35,000	-	-	35,000
Shares issued for exploration and evaluation assets	5(b)	1,500,000	50,000	-	-	50,000
Shares issued for settlement of debt	5(b)	329,040	55,968	-	-	55,968
Share-based compensation	5(c)	-	-	49,892	-	49,892
Netlossforthe year		-	-	-	(520,072)	(520,072)
Balance, December 31, 2022		15,690,159	752,185	49,892	(565,384)	236,693

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

C-8

QUETZAL COPPER LIMITED Notes to the Financial Statements For the year ended December 31, 2022 and the period from April 29, 2021 (incorporation) to December 31, 2021 (Expressed in Canadian dollars, except where noted)

1. NATURE OF OPERATIONS AND GOING CONCERN

Quetzal Copper Limited (the “Company”) was incorporated pursuant to the Business Corporations Act of British Columbia on April 29, 2021.The head office, principal address, registered address, and records office of the Company is located at #401-353 Water Street, Vancouver, British Columbia V6B 1B8.

The business of mining and exploration involves a high degree of risk and there can be no assurance that current exploration programs will result in profitable mining operations. The recoverability of exploration and evaluation expenditures is dependent upon several factors. These include the discovery of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the development of these properties, and future profitable production or proceeds from disposition of mineral properties.

Going concern

These audited financial statements for the year ended December 31, 2022 and the period from April 29, 2021 (incorporation) to December 31, 2021 (“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 at least the next twelve months. As at December 31, 2022, the Company has a working capital deficiency of $23,307 (December 31, 2021 - $25,062) and an accumulated deficit of $565,384 (December 31, 2021 - $45,312). For the year ended December 31, 2022, the Company incurred a net loss and comprehensive loss of $520,072 (from April 29, 2021 (incorporation) to December 31, 2021 - $45,312) and used cash in operating activities of $384,176 (from April 29, 2021 (incorporation) to December 31, 2021 - $nil).

These factors indicate the existence of a material uncertainty that may cast significant doubt upon the Company’s ability to continue as a going concern. As a result, 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 upon its ability to generate positive cash flows from operations, and/or raise adequate funding through equity or debt financing to discharge its liabilities as they come. Such adjustments could be material.

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

2. BASIS OF PREPARATION

a) Statement of compliance

These financial statements were approved by the Board of Directors and authorized for issue on June 28, 2023.

b) Basis of presentation

These financial statements have been prepared using the historical cost basis, except for certain financial assets and liabilities which are measured at fair value as specified by IFRS for each type of asset, liability, income, and expense as set out in the accounting policies below.

c) Functional and presentation currency

These financial statements are presented in Canadian dollars . The functional currency is the currency of the primary economic environment in which an entity operates.

C-9

3. SIGNIFICANT ACCOUNTING POLICIES

a) Loss per share

Basic loss per share is computed by dividing the net loss available to common shareholders by the weighted average number of shares outstanding during the year. For all periods presented, the net loss available to common shareholders equals the reported loss. Diluted loss per share is calculated using the treasury stock method. Under the treasury stock method, the weighted average number of common shares outstanding for the calculation of diluted loss per share assumes that the proceeds to be received on the exercise of dilutive stock options and warrants are used to repurchase common shares at the average market price during the period. In the Company’s case, when a loss is incurred during the year, diluted and basic loss per share are the same because the effect on loss per share of potential issuance of shares under options and warrants would be antidilutive.

b) Share capital

Equity instruments are contracts that give a residual interest in the net assets of the Company. Financial instruments issued by the Company are classified as equity only to the extent that they do not meet the definition of a financial liability or financial asset. The Company’s common shares are classified as equity instruments.

The Company records proceeds from share issuances net of issue costs and any tax effects in equity. Common shares issued for consideration other than cash are valued based on their fair value on the date of issuance.

c) Exploration and evaluation assets

The Company’s exploration and evaluation assets are comprised of mineral properties owned by the Company and rights to ownership of mineral properties, which the Company can earn through cash or share payments, incurring exploration and evaluation expenditures or combinations thereof. Exploration and evaluation asset acquisition costs including option payments are capitalized. Exploration expenditures incurred prior to the determination of the feasibility of mining operations and a decision to proceed with development are recorded in profit or loss. When the existence of a mineral reserve on a property has been established, future acquisition, exploration and development costs will be capitalized for that property, then amortized using the unit-of-production method following commencement of production.

d) Share-based compensation

The Company grants stock options to employees, directors, and consultants as an element of compensation. The fair value of the stock options is recognized over the vesting period as share-based compensation expense and reserves. The fair value of the stock options is determined using the Black-Scholes option pricing model using estimates at the date of the grant. At each reporting date prior to vesting, the cumulative expense representing the extent to which the vesting period has expired and management’s best estimate of the awards that are ultimately expected to vest is computed. The movement in cumulative expense is recognized in the statement of loss and comprehensive loss with a corresponding entry within equity, against reserves. No expense is recognized for stock options that do not ultimately vest. When stock options are exercised, the proceeds received, together with any related amount in reserves, are credited to share capital.

Share-based compensation arrangements in which the Company receives goods or services as consideration for its own equity instruments are accounted for as equity-settled share-based payment transactions and measured at the fair value of the goods or services received unless the fair value cannot be estimated reliably. If the Company cannot reliably estimate the fair value of the goods or services received, the Company will measure their value by reference to the fair value of the equity instruments granted.

e) Income taxes

Provision for income taxes consists of current and deferred tax expense. Income tax expense is recognized in profit or loss except to the extent that it relates to items recognized either in other comprehensive income (loss) or directly in equity, in which case it is recognized in other comprehensive income (loss) or in equity, respectively.

Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, adjusted for amendments to tax payable or recoverable with regards to previous years.

C-10

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

Deferred tax expense is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax expense is not recognized for temporary differences associated with the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable income or loss and temporary differences relating to investments in subsidiaries to the extent that it is probable that they will not reverse in the foreseeable future. Deferred tax expense is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on tax rates and tax laws that have been enacted or substantively enacted at the reporting date.

A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

Deferred income tax assets and deferred income tax liabilities are offset when there is a legally enforceable right to set off current income tax assets against current income tax liabilities and when they relate to income taxes levied by the same taxation authority on the same taxable entity.

f) Financial instruments

Classification

The Company classifies its financial instruments at amortized cost. The Company determines the classification of its financial assets at initial recognition. Financial liabilities are measured at amortized cost, unless they are required to be measured at fair value through profit or loss (“FVTPL”) (such as instruments held for trading or derivatives) or if the Company has opted to measure them at FVTPL.

A summary of the Company’s classification of financial instruments under IFRS 9 Financial Instruments is as follows:

Financial instrument	Classification
Financial assets
Cash	Amortized cost
Financial liabilities
Accountspayable and accrued liabilities	Amortized cost

Measurement

Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the statements of income (loss). Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are recognized in net 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 income (loss).

Financial assets at FVTOCI

Elected investments in equity instruments at FVTOCI are initially recognized at fair value plus transaction costs. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTOCI are recognized in other comprehensive income (loss). The Company does not have any FVTOCI financial assets.

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.

C-11

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

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 profit or loss. However, gains and losses on derecognition of financial assets classified as FVTOCI remain within accumulated other comprehensive loss.

Financial liabilities

The Company derecognizes financial liabilities only when its obligations under the financial liabilities are discharged, cancelled, or expired. 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.

g) Significant accounting policy judgements and key sources of estimation uncertainty

The preparation of these financial statements requires management to exercise significant judgments in applying the Company’s accounting policies and make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Estimates and assumptions are reviewed on an ongoing basis and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual future outcomes could differ from present estimates and assumptions, which may require material adjustments to the Company’s financial statements. Revisions to accounting estimates are accounted for prospectively.

Significant judgments exercised by management in applying the Company’s accounting policies that have the most significant effect on the amounts recognized in the financial statements are as follows:

Fair value of shares issued for exploration and evaluation assets and services

If shares are issued for proceeds other than cash, the shares are valued at the fair market value of goods/services received. If the Company cannot reliably estimate the fair value of the goods or services received, the Company will measure their value by reference to the fair value of the shares consideration.

Going concern

These financial statements have been prepared on a going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. Management assesses the Company’s ability to continue as a going concern at each reporting date using all quantitative and qualitative information available. This assessment, by its nature, relies on estimates and assumptions of future cash flows and other events (Note 1), whose subsequent changes could materially impact the validity of the assessment.

Determination of functional currency

The functional currency of the entity is measured using the currency of the primary economic environment in which that entity operates. Determination of functional currency involves certain judgements to determine the primary economic environment of an entity. The Company re-evaluates the functional currency when there is a change in events and conditions which previously determined the primary economic environment.

C-12

QUETZAL COPPER LIMITED Notes to the Financial Statements

For the year ended December 31, 2022 and the period from April 29, 2021 (incorporation) to December 31, 2021 (Expressed in Canadian dollars, except where noted)

4. EXPLORATION AND EVALUATION ASSETS AND EXPENDITURES

a) Princeton

On April 29, 2022, the Company entered into an option agreement (the “Agreement”) with Princeton Copper Corp (“Princeton”) which is in turn party to an option agreement with Wild West Gold Corp. (“Wild West”) respecting certain mining claims located in the Province of British Columbia. Pursuant to the Agreement, the Company was granted an option to acquire 80% right, title, and interest in those mineral claims.

Until the time that the option is exercised, the Company must pay the following acquisition costs:

$120,000 on July 6, 2022 (fully paid);
$10,000 on the first day of each month commencing May 1, 2022 until June 1, 2028 ($80,000 paid);
$260,000 on July 1, 2028

Additionally, the Company is required to issue an aggregate of 11,550,000 common shares of the Company to Princeton as follows in order to exercise the option:

1,500,000 common shares on June 14, 2022 (issued - refer to Note 5(b));
3,300,000 common shares on April 29, 2024; and
6,750,000 common shares on April 29, 2026.

Commencing April 29, 2022, the Company must incur expenditures in the aggregate amount of not less than $15,000,000 on or before April 29, 2030 or the date of the exercise of the option (“Option Period”), with minimum expenditures of $1,000,000 to be incurred during the period from April 29, 2022 to October 29, 2022 and during each 12-month period thereafter until the end of the Option Period. The Company can extend the Option Period for one or more 12-month periods (“Extended Period”) by incurring expenditures of at least $750,000 in each such Extended Period.

b) Big Kidd

On November 4, 2022, the Company entered into an option agreement with South Atlantic Gold Inc. (“South Atlantic”). Pursuant to this option agreement, the Company has the option to acquire 100% interest in certain mineral claims located in British Columbia, Canada (“Big Kidd”).

The Company is required to make the following payments in order to exercise the option:

$10,000 on November 14, 2022 (fully paid);
$140,000 on January 14, 2023 and upon completion of a financing for gross proceeds of minimum $500,000;
$200,000 on or before November 4, 2023;
$200,000 on or before November 4, 2024;
$200,000 on or before November 4, 2025;
$200,000 on or before November 4, 2026; and
$350,000 or issue common shares with an aggregate value of $350,000 on or before November 4, 2027.

Additionally, the Company must fulfil the milestone commitments in the form of cash payment or issuance of the Company’s publicly traded common shares, as follows:

$300,000 or issue common shares with an aggregate value of $300,000 following the completion of 40,000 meters of drilling on the property;
$1,200,000 or issue common shares with an aggregate value of $1,200,000 following the filing of a pre-feasibility study on the property; and
$2,000,000 or issue common shares with an aggregate value of $2,000,000 following the filing of a feasibility study on the property.

c) Cristinas

The Cristinas project is located in Chihuahua, Mexico.

C-13

QUETZAL COPPER LIMITED Notes to the Financial Statements

For the year ended December 31, 2022 and the period from April 29, 2021 (incorporation) to December 31, 2021 (Expressed in Canadian dollars, except where noted)

4. EXPLORATION AND EVALUATION ASSET AND EXPENDITURES (continued)

A summary of the Company’s exploration and evaluation expenditures for the year ended December 31, 2022 is as follows:

	Princeton	Big Kidd	Cristinas	Total
	$	$	$	$
Finders’ fees	-	-	35,000	35,000
Geological consulting	263	-	142,473	142,736
Labor	-	-	1,413	1,413
Legal fees	-	-	187,920	187,920
Permit	-	-	1,981	1,981
Salary and wages	-	-	1,971	1,971
Vehicle and tool rental	-	-	4,591	4,591
Other	-	-	5,779	5,779
	263	-	381,128	381,391

During the period from April 29, 2021 (incorporation) to December 31, 2021, the Company did not incur any exploration and evaluation expenditures.

A summary of the Company’s exploration and evaluation assets is as follows:

	Princeton	Big Kidd	Cristinas	Total
	$	$	$	$
Balance, April 29, 2021 (incorporation) and
December 31, 2021	-	-	-	-
Acquisition costs	250,000	10,000	-	260,000
Balance, December 31, 2022	250,000	10,000	-	260,000

5. SHARE CAPITAL

a) Authorized share capital

The Company is authorized to issue an unlimited number of common shares without par value.

b) Issued and outstanding - (Note 10(d))

During the year ended December 31, 2022 the Company had the following share capital transactions:

In April 2022, the Company issued a total of 5,953,971 common shares at $0.033 per share for gross proceeds of $198,466.
On April 26, 2022, the Company settled $3,468 in debt through the issuance of 104,040 common shares at $0.033 per share.
On April 29, 2022, the company issued 1,500,000 common shares at $0.033 per share to Princeton pursuant to the Agreement, for total fair value of $50,000 (Note 4).
On May 2, 2022, the Company issued 1,682,148 common shares at $0.233 per share for gross proceeds of $392,501.
On November 22, 2022, the Company issued 150,000 common shares at $0.233 per share for a total fair value of $35,000 for finders’ fees.
In November 2022, the Company settled total of $52,500 in debt through the issuance of aggregate of 225,000 common shares at $0.233 per share.
Of $20,250 subscriptions receivable outstanding for collection as at December 31, 2021, the Company received proceeds of $10,750 and recognized $9,500 as services during the year ended December 31, 2022.

During the period from April 29, 2021 (incorporation) to December 31, 2021, the Company had the following share capital transactions:

On April 29, 2021, 3 common shares were issued to the incorporator of the Company and subsequently cancelled.
On May 14, 2021, the Company issued 6,075,000 common shares at $0.003 per share for $20,250 which remained outstanding and included in amounts receivable as at December 31, 2021, of which $10,750 was received and $9,500 was recognized as services during the year ended December 31, 2022.

C-14

5. SHARE CAPITAL (continued)

c) Stock options

The Company’s stock option plan (the “Option Plan”) was approved by the Company’s Board of Directors effective as at April 30, 2022, and by the Company’s shareholders on April 30, 2022. The Company established the Option Plan for the benefit of employees, officers, directors, and consultants of the Company and its affiliates. The maximum number of outstanding options available under the Option Plan is limited to 10% of the issued common shares and the options are exercisable within a maximum of ten years from the grant date. The Board of Directors has exclusive power over the granting of stock options, the exercise price, the term, and their vesting and cancellation provisions.

A summary of the Company’s stock option activity is as follows:

	Number of	Exercise
	stock options	price
	#	$
Balance, April 29, 2021 (incorporation) and December 31, 2021	-	-
Granted	2,139,015	0.05
Balance, December 31, 2022	2,139,015	0.05

A summary of the Company’s assumptions used in the Black-Scholes option pricing model for stock options granted during the year ended December 31, 2022 is as follows:

Expected life	5 years
Fair value of stock price	$0.10
Dividend yield	0.00%
Volatility rate	100.00%
Risk-free interest rate	2.75%

A summary of the Company’s stock options outstanding and exercisable as at December 31, 2022, is as follows:

					Weighted	Weighted
					average	average
Date	of	expiry	Outstanding	Exercisable	exercise price	remaining life
			#	#	$	years
April	30,	2027	2,139,015	2,139,015	0.05	4.33

During the year ended December 31, 2022, the Company recorded share-based compensation of $49,892 (2021 - $nil) related to the vesting of stock options.

The expected life in years represents the period of time the options granted are expected to be outstanding. The volatility rate is based on comparable companies with a historical volatility. The risk-free rate is based on Canada government bonds with a remaining term equal to the expected life of the options.

6. RELATED PARTY TRANSACTIONS

Key management personnel include those persons having the authority and responsibility of planning, directing and executing the activities of the Company. The Company has determined that its key management personnel consist of executive and nonexecutive members of the Company’s Board of Directors and corporate officers.

Unless otherwise noted, related party transactions were incurred in the normal course of operations and are measured at fair value, being the amount established and agreed upon by the related parties.

During the year ended December 31, 2022 and the period from April 29, 2021 (incorporation) to December 31, 2021, the Company incurred consulting fees and share-based compensation related to stock options granted to a director of the Company.

C-15

QUETZAL COPPER LIMITED Notes to the Financial Statements For the year ended December 31, 2022 and the period from April 29, 2021 (incorporation) to December 31, 2021 (Expressed in Canadian dollars, except where noted)

6. RELATED PARTY TRANSACTIONS (continued)

A summary of the Company’s related party transactions for the year ended December 31, 2022 and the period from April 29, 2021 (incorporation) to December 31, 2021 is as follows:

		Period from
		April 29, 2021
	Year	(incorporation)
	ended	to
	December 31,	December 31,
	2022	2021
	$	$
Consulting fees	21,000	42,000
Share-based compensation	48,982	-
	69,982	42,000

As at December 31, 2022, $nil (December 31, 2021 - $42,000) is owed to related parties and included in accounts payable and accrued liabilities.

7. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities
Level 2 - Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly and  Level 3 - Inputs that are not based on observable market data.

As at December 31, 2022 and 2021, the carrying values of cash and accounts payable and accrued liabilities approximate their fair values because of their short-term nature.

The Company’s financial instruments are exposed to certain financial risks. The risk exposures and the impact on the Company’s financial instruments are summarized below.

a) Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty fails to meet an obligation under contract. As at December 31, 2022 and 2021, the Company’s credit risk relates primarily to cash and subscription receivable. Management believes that the credit risk concentration with respect to financial instruments included in share receivables is remote because these instruments are due primarily from accredited investors and cash is held with major financial institutions.

b) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations when they come due. To mitigate this risk, the Company has a planning and budgeting process in place to determine the funds required to support its ongoing operations and capital expenditures.

As at December 31, 2022, the Company had cash of $7,541 (December 31, 2021 - $nil) and accounts payable and accrued liabilities of $34,607 (December 31, 2021 - $45,468). The Company endeavors to ensure that sufficient funds are raised from equity offerings but the current cash balance is not sufficient to meet the current liabilities amount therefore the liquidity risk is assessed as high.

C-16

7. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)

c) Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s financial assets and financial liabilities are not exposed to interest rate risk due to their short-term nature and maturity. The Company is not exposed to interest rate risk as at December 31, 2022.

8. INCOME TAX EXPENSE

The income tax recovery of the Company is reconciled to the net loss for the year as reported in the statements of comprehensive loss by applying the combined federal and provincial income tax rate of 27% (2021 – 27.0%) as follows:

	2022 2021
	$ $ (520,072) (45,312) (140,000) (12,000) 13,500 - 126,500 12,000
Loss before income taxes

Income tax recovery at statutory rates
Permanent differences
Deferred tax assets not recognized
Income tax expense	- -

As at December 31, 2022 and 2021, the Company has temporary differences between the carrying value of the assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.

Deferred tax assets are recognized to the extent that the realization of the related tax benefit through future taxable income is probable. The Company has recorded a full valuation allowance against its deferred tax assets because of uncertainty as to the realization of these assets. The Company’s deferred tax assets not recognized consist of the following amounts:

	2022 2021
	$ $ 103,000 - 24,000 12,000
Exploration and evaluation assets
Non-capital losses
Deferred tax assets not recognized	127,000 12,000

As at December 31, 2022, the Company has exploration and development expenditures of $381,391 (2021 - $nil) and noncapital losses of $134,101 (2021 - $45,312) that may be applied against future taxable income for Canadian income tax purposes. Non-capital losses expire as follows:

	$
2041	45,000
2042	89,000
	134,000

C-17

QUETZAL COPPER LIMITED Notes to the Financial Statements

For the year ended December 31, 2022 and the period from April 29, 2021 (incorporation) to December 31, 2021 (Expressed in Canadian dollars, except where noted)

9. CAPITAL MANAGEMENT

The Company's objectives when managing capital are to safeguard the Company’s ability to continue as a going concern, so that it can provide returns for shareholders and benefits for other stakeholders, and to bring its mineral properties to commercial production.

The capital structure of the Company currently consists of shareholders’ equity, which was $236,693 as at December 31, 2022 (December 31, 2021 - deficiency of $25,062). The Company manages its capital structure and makes adjustments to it for changes in economic conditions and the risk characteristics of the underlying assets, being mineral properties.

In order to maintain or adjust its capital structure, the Company may issue new shares through equity offerings or sell assets to fund operations. Management reviews the Company’s capital management approach on a regular basis. The Company is not subject to externally imposed capital requirements.

The Company invests all capital that is surplus to its immediate operational needs in short-term, liquid, and highly-rated financial instruments, such as cash and other short-term guaranteed deposits, all held with major financial institutions. There have not been changes to the Company’s capital management policy during the year.

10. SUBSEQUENT EVENTS

a) Big Kidd

On January 4, 2023, the Company entered into an amendment (the “Amendment”) to the previous Big Kidd property option agreement dated November 4, 2022 (Note 4(b)) with South Atlantic Gold Inc (“South Atlantic”).

Under the terms of the Amendment, South Atlantic has agreed to extend the terms of the Company completing a Qualifying Financing on or before January 4, 2023 to on or before March 4, 2023. Additionally, the remaining cash payment totaling $140,000 to South Atlantic, shall include a further $10,000 to be paid within 10 days of the Amendment and the remaining balance of $130,000 shall be paid on or before March 4, 2023, subject to the completion of the Qualifying Financing.

b) DOT Project

On January 10, 2023, the Company entered into an option agreement with 1390120 B.C. Ltd. (“1390120”) to acquire 100% interest in mineral claim known as the DOT Matrix Property located in British Columbia (“DOT project”). Subsequently, on February 17, 2023, the option agreement was amended and is subject to a 2% net smelter royalty payable to 1390120. The Company is required to fulfill the following obligations in order to exercise the option:

Issuing 5,700,000 common shares to 1390120 on or before February 28, 2023 (issued); and
$160,000 on or before October 1, 2023.

Additionally, the Company is required to file a pre-feasibility study on the DOT project or make cash payment of $3,000,000 on or before February 17, 2027. Otherwise, the Company is subject to make the following payments:

$50,000 on January 1, 2024;
$75,000 on January 1, 2025;
$100,000 on January 1, 2026; and
$125,000 on January 1, 2027.

C-18

QUETZAL COPPER LIMITED Notes to the Financial Statements

For the year ended December 31, 2022 and the period from April 29, 2021 (incorporation) to December 31, 2021 (Expressed in Canadian dollars, except where noted)

10. SUBSEQUENT EVENTS (continued)

c) Amalgamation with Ankh Capital Inc.

On May 15, 2023, the Company entered into a definitive amalgamation agreement with Ankh Capital Inc. (“Ankh”), pursuant to which Ankh will acquire all of the issued and outstanding securities of the Company (the “Transaction”). The Transaction will be completed by way of a three-cornered amalgamation, share purchase, share exchange or alternate transaction to be determined, which will result in the Company becoming a wholly-owned subsidiary of Ankh, and Ankh as the resulting issuer (“Resulting Issuer”) will continue to have its common shares listed on the Toronto Venture Exchange.

The following will be completed in connection with the Transaction:

Ankh will consolidate (the “Consolidation”) all of its issued and outstanding common shares on the basis of one postConsolidation common share for each previously outstanding two common shares. Ankh’s options and warrants will be adjusted in accordance with their respective terms to account for the Consolidation.
The Company will subdivide (the “Subdivision”) all of its issued and outstanding common shares on the basis of three postSubdivision common shares (“Quetzal Common Shares”) for each previously outstanding Quetzal Common Share. The Company’s options will be adjusted in accordance with their respective terms to account for the Subdivision.
The Company’ shareholders will receive one common share of the Resulting Issuer, on a post-Consolidation basis, in exchange for their Quetzal Common Shares, at a ratio to be determined based on a valuation of the Company determined in connection with the Private Placement (as defined below) in the context of the market (“Exchange Ratio”). The Company’s options will be replaced with equivalent convertible for exchangeable securities of the Resulting Issuer entitling the holders to acquire common shares of the Resulting Issuer in lieu of Quetzal Common Shares adjusted to reflect the Exchange Ratio.

The Company will complete, prior to or concurrently with the closing of the Transaction, an equity financing of Quetzal Common Shares for minimum gross proceeds of $3,000,000 (“Private Placement”) with minimum share price of $0.067 as adjusted for the Subdivision.

d) Share split

On May 31, 2023, the Company announced that it will be splitting its outstanding common shares on a one-for-three basis. The presentation of number of shares, stock options and loss per share in these financial statements have been retrospectively adjusted for this share split.

C-19

QUETZAL COPPER LIMITED

Condensed Interim Financial Statements

For the three and nine months ended September 30, 2023 and 2022

(Unaudited - Expressed in Canadian dollars)

C-20

QUETZAL COPPER LIMITED Condensed Interim Statements of Financial Position

(Unaudited - Expressed in Canadian dollars)

Note September 30, 2023	December 31, 2022
$ ASSETS Current Cash 228,935 GST receivable 15,749 Prepaid expenses 51,429	$ 7,541 3,759 -
296,113 Exploration and evaluation assets 5 1,850,000	11,300 260,000
Total assets 2,146,113	271,300
LIABILITIES Current Accounts payable and accrued liabilities 9 249,997 Due to related party 9 35,010 Flow-through premium liability 6 20,833 Bridge loan payable 7 200,000	34,607 - - -
Total liabilities 505,840	34,607
SHAREHOLDERS' EQUITY Share capital 8(b) 2,383,528 Shares to be issued 8(b) 66,735 Reserve 114,395 Deficit (924,385)	752,185 - 49,892 (565,384)
Total shareholders’ equity 1,640,273	236,693
Total liabilities and shareholders’ equity 2,146,113	271,300

Nature of operations and going concern (Note 1) Amalgamation with Ankh Capital Inc. (Note 12) Subsequent events (Note 13)

Approved and authorized for issue on behalf of the Board of Directors:

/s/ “Charles Funk Director

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

C-21

QUETZAL COPPER LIMITED Condensed Interim Statements of Loss and Comprehensive Loss

(Unaudited - Expressed in Canadian dollars, except for number of shares)

Three months ended September 30, Nine months ended September 30, Note 2023 2022 2023 2022	Three months ended September 30, Nine months ended September 30, Note 2023 2022 2023 2022
$ $ $ Operating expenses Consulting fees 9 5,664 500 26,664 Exploration and evaluation expenditures 5 - 80,263 8,832 General and administrative 9 274 374 5,695 Investor relations 9 20,859 - 27,224 Management compensation 9 109,920 - 109,920 Professional fees 9 51,875 1,366 180,666 Share-based compensation 9 - - -	$ 21,500 290,263 2,845 - - 20,011 49,892
Net loss and comprehensive loss (188,592) (82,503) (359,001)	(384,511)
Net loss per share: Basic and diluted (0.01) (0.01) (0.02) Weighted average number of common shares: Basic and diluted 21,586,693 15,315,159 20,475,072	(0.03) 11,479,304

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

C-22

QUETZAL COPPER LIMITED Condensed Interim Statements of Cash Flows (Unaudited - Expressed in Canadian dollars)

Nine months ended September 30, 2023 2022	Nine months ended September 30, 2023 2022
$ Operating activities: Net loss for the period (359,001) Items not affecting cash: Shares issued for settlement of debt - Share-based compensation - Changes in non-cash working capital: GST receivable (11,990) Prepaid expenses (51,429) Accounts payable and accruedliabilities 215,390	$ (384,511) 12,968 49,892 (3,603) - (43,602)
Cash used inoperating activities (207,030)	(368,856)
Investing activities: Acquisition of exploration and evaluation assets (260,000)	(180,000)
Cash used in investing activities (260,000)	(180,000)
Financing activities: Proceeds from shares issued in private placement - Proceeds from units issued in private placement 272,524 Proceeds from flow-through units issued in private placement 125,000 Share issuance costs (10,845) Subscriptions received 66,735 Proceeds from related party 35,010 Proceedsfrombridgeloan 200,000	551,717 - - - - - -
Cash provided by financing activities 688,424	551,717
Net change in cash 221,394 Cash, beginning ofperiod 7,541	2,861 -
Cash, end ofperiod 228,935	2,861
Supplemental cash flow information: Fair value of shares issued for exploration and evaluation assets 1,330,000 Fair value of finders’ warrants issued 927	50,000 -

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

C-23

QUETZAL COPPER LIMITED Condensed Interim Statements of Changes in Shareholders’ Equity (Unaudited - Expressed in Canadian dollars, except number of shares)

						Total
	Number of		Shares to be			shareholders’
	shares	Share capital	issued	Reserve	Deficit	equity
	#	$	$	$	$	$
Balance, December 31, 2021	6,075,000	20,250	-	-	(45,312)	(25,062)
Shares issued in private placement, net of issuance costs	7,636,119	590,967	-	-	-	590,967
Shares issued for exploration and evaluation assets	1,500,000	50,000	-	-	-	50,000
Shares issued for settlement of debt	104,040	3,468	-	-	-	3,468
Share-based compensation	-	-	-	49,892	-	49,892
Net loss for the period	-	-	-	-	(384,511)	(384,511)
Balance, September 30, 2022	15,315,159	664,685	-	49,892	(429,823)	284,754
Shares issued for finders’ fees	150,000	35,000	-	-	-	35,000
Shares issued for settlement of debt	225,000	52,500	-	-	-	52,500
Net loss for the period	-	-	-	-	(135,561)	(135,561)
Balance, December 31, 2022	15,690,159	752,185	-	49,892	(565,384)	236,693
Shares issued for exploration and evaluation assets	5,700,000	1,330,000	-	-	-	1,330,000
Units issued in private placement	1,090,095	225,795	-	46,729	-	272,524
Flow-through units issued in private placement	416,667	108,153	-	16,847	-	125,000
Flow-through premium liability	-	(20,833)	-	-	-	(20,833)
Share issuance costs	-	(11,772)	-	927	-	(10,845)
Subscriptions received	-		66,735	-	-	66,735
Net loss for the period	-	-	-	-	(359,001)	(359,001)
Balance, September 30, 2023	22,896,921	2,383,528	66,735	114,395	(924,385)	1,640,273

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

C-24

QUETZAL COPPER LIMITED Notes to the Condensed Interim Financial Statements For the three and nine months ended September 30, 2023 and 2022 (Unaudited - Expressed in Canadian dollars, except where noted)

1. NATURE OF OPERATIONS AND GOING CONCERN

On May 31, 2023, the Company split its outstanding common shares on a one-for-three basis. The presentation of number of shares, warrants, stock options and loss per share in these financial statements have been retrospectively adjusted for this share split.

These unaudited condensed interim financial statements for the three and nine months ended September 30, 2023 and 2022 (“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 at least the next twelve months. As at September 30, 2023, the Company has a working capital deficiency of $209,727 (December 31, 2022 - $23,307) and an accumulated deficit of $924,385 (December 31, 2022 - $565,384). For the three and nine months ended September 30, 2023, the Company incurred a net loss of $188,592 and $359,001, respectively (2022 - $82,503 and $384,511, respectively). The Company had cash used in operating activities during the nine months ended September 30, 2023 of $207,030 (2022 - $368,856). These factors indicate the existence of a material uncertainty that may cast significant doubt upon the Company’s ability to continue as a going concern. As a result, 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 upon its ability to generate positive cash flows from operations, and/or raise adequate funding through equity or debt financing to discharge its liabilities as they come. Such adjustments could be material.

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

2. BASIS OF PREPARATION

a) Statement of compliance

These financial statements were approved by the Board of Directors and authorized for issue on December XX, 2023.

These financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board and interpretations of the International Financial Reporting Interpretations Committee applicable to the preparation of interim financial statements including International Accounting Standard 34 Interim Financial Reporting . These financial statements do not include all disclosures required for annual audited financial statements. Accordingly, they should be read in conjunction with the notes to the Company’s audited financial statements for the year ended December 31, 2022 and the period from April 29, 2021 (incorporation) to December 31, 2021 (the “Annual Financial Statements”).

b) Basis of presentation

c) Functional and presentation currency

These financial statements are presented in Canadian dollars. The functional currency is the currency of the primary economic environment in which an entity operates.

C-25

3. SIGNIFICANT ACCOUNTING POLICIES

These financial statements were prepared using accounting policies consistent with those in Note 3 to the Annual Financial Statements, except for the following:

Valuation of equity units issued in private placements

The Company allocates the proceeds from the issuance of units between common shares and share purchase warrants on a pro-rata basis based on the relative fair values at the date of issuance. The fair value of the common shares is based on the market closing price on the date the units are issued and the fair value of the share purchase warrants is determined using the Black-Scholes option pricing model as of the date of issuance. Any value attributed to the warrants is recorded to reserve. Upon exercise, the fair value is reallocated from reserve to issued share capital along with the associated proceeds from exercise.

Flow-through shares

Canadian income tax legislation permits companies to issue flow-through instruments whereby the income tax deductions generated by eligible expenditures of the Company, defined in the Income Tax Act (Canada) as qualified Canadian exploration expenses, are claimed by the investors rather than by the Company. Shares issued on a flow-through basis are typically sold at a premium above the market share price which relates to the tax benefits that will flow through to the investors. The Company often issues flow-through shares as part of its equity financing transactions in order to fund its Canadian exploration activities. The Company estimates the portion of the proceeds attributable to the premium as being the excess of the flow-through share price over the market share price of the common shares without the flow-through feature at the time of issuance. The premium is recorded as a liability which represents the Company’s obligation to spend the flow-through funds on eligible expenditures and is amortized as other income through the statement of loss and comprehensive loss as the eligible expenditures are incurred.

4. SIGNIFICANT ACCOUNTING JUDGMENTS AND ESTIMATES

The preparation of the financial statements requires management to exercise significant judgments in applying the Company’s accounting policies and make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Estimates and assumptions are reviewed on an ongoing basis and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. These financial statements were prepared subject to the same significant accounting policy judgments and key sources of estimation uncertainty as disclosed in Note 3 to the Annual Financial Statements.

5. EXPLORATION AND EVALUATION ASSETS AND EXPENDITURES

A summary of the Company’s exploration and evaluation assets is as follows:

	Princeton	Big Kidd	DOT	Total
	$	$	$	$
Balance, December 31, 2021	-	-	-	-
Acquisitioncosts	250,000	10,000	-	260,000
Balance, December 31, 2022	250,000	10,000	-	260,000
Acquisitioncosts	100,000	160,000	1,330,000	1,590,000
Balance, September 30, 2023	350,000	170,000	1,330,000	1,850,000

a) Princeton

On April 29, 2022, the Company entered into an option agreement (the “Agreement”) with Princeton Copper Corp., who is in turn a party to an option agreement with Wild West Gold Corp., to acquire an 80% interest in certain mineral claims located in British Columbia (“Princeton”).

C-26

5. EXPLORATION AND EVALUATION ASSETS AND EXPENDITURES (continued)

Under the Agreement the Company is required to make the following acquisition payments:

$120,000 on July 6, 2022 (fully paid);
$10,000 on the first day of each month commencing May 1, 2022 until June 1, 2028 ($180,000 paid); and
$260,000 on July 1, 2028.

Additionally, under the Agreement, the Company is required to issue an aggregate of 11,550,000 common shares as follows:

1,500,000 common shares on June 14, 2022 (issued - refer to Note 8(b));
3,300,000 common shares on April 29, 2024; and  6,750,000 common shares on April 29, 2026.

Commencing April 29, 2022, the Company must incur expenditures in the aggregate minimum amount of $15,000,000 on or before April 29, 2030 or the date of the exercise of the option (“Option Period”), with the minimum expenditures of $1,000,000 to be incurred during the period from April 29, 2022 to October 29, 2022 and during each year thereafter until the end of the Option Period. The Company can extend the Option Period for one or more 12-month periods (“Extended Period”) by incurring expenditures of at least $750,000 in each such Extended Period.

b) Big Kidd

Pursuant to the option agreement with South Atlantic Gold Inc. (“South Atlantic”) the Company entered into on November 4, 2022 and the amended agreements dated January 4, 2023 and February 28, 2023, the Company has the option to acquire 100% interest in certain mineral claims located in British Columbia (“Big Kidd”) and is required to make the following payments in order to exercise the option:

$10,000 on November 14, 2022 (fully paid);
$10,000 on January 4, 2023 (fully paid);
$20,000 on March 9, 2023 (fully paid);
$130,000 on May 29, 2023 and upon completion of an equity financing for gross proceeds of minimum $500,000 (fully paid);
$200,000 on or before January 4, 2024;
$200,000 on or before January 4, 2025;
$200,000 on or before January 4, 2026;
$200,000 on or before January 4, 2027; and
$350,000 or issue common shares with an aggregate value of $350,000 on or before January 2028.

Additionally, the Company must fulfil the milestone commitments in the form of cash payments or issuances of the Company’s publicly traded common shares, as follows:

$300,000 or issue common shares with an aggregate value of $300,000 following the completion of 40,000 meters of drilling on the property;
$1,200,000 or issue common shares with an aggregate value of $1,200,000 following the filing of a pre-feasibility study on the property; and
$2,000,000 or issue common shares with an aggregate value of $2,000,000 following the filing of a feasibility study on the property.

c) Cristinas project

The Cristinas project is located in Chihuahua, Mexico. The Company has the option to acquire 100% interest in Cristinas project by making payment of $50,000 and undertaking all exploration and evaluation expenditures. The Company has not exercised the option to acquire the Cristinas project.

C-27

QUETZAL COPPER LIMITED Notes to the Condensed Interim Financial Statements For the three and nine months ended September 30, 2023 and 2022

(Unaudited - Expressed in Canadian dollars, except where noted)

5. EXPLORATION AND EVALUATION ASSETS AND EXPENDITURES (continued)

A summary of the Company’s exploration and evaluation expenditures related to the Cristinas project is as follows:

	Three	months ended	Nine	months ended
		September 30,		September 30,
	2023	2022	2023	2022
	$	$	$	$
Geological consulting	-	57,548	8,832	92,737
Labor	-	-	-	1,413
Legal fees	-	19,911	-	181,791
Permits	-	1,981	-	1,981
Salary and wages	-	-	-	1,971
Vehicle and tool rental	-	-	-	4,591
Other	-	823	-	5,779
	-	80,263	8,832	290,263

d) DOT

On January 10, 2023, the Company entered into an option agreement with 1390120 B.C. Ltd. (“1390120”) to acquire 100% interest in mineral claim known as the DOT Matrix Property located in British Columbia (“DOT”). Subsequently, on February 17, 2023, the option agreement was amended and is subject to a 2% net smelter royalty payable to 13901290. The Company is required to fulfill the following obligations in order to exercise the option:

Issuing 5,700,000 common shares to 1390120 on or before February 28, 2023 (issued - refer to Note 8(b)); and
$160,000 on or before October 1, 2023 (fully paid - refer to Note 13).

Additionally, the Company is required to file a pre-feasibility study on the DOT or make cash payment of $3,000,000 on or before February 17, 2027. Otherwise, the Company is subject to make the following payments:

$50,000 on January 1, 2024;
$75,000 on January 1, 2025;
$100,000 on January 1, 2026; and
$125,000 on January 1, 2027.

6. FLOW-THROUGH PREMIUM LIABILITY

Flow-through shares are issued at a premium, calculated as the difference between the price of a flow-through share and the price of a common share at that date, as tax deductions generated by the eligible expenditures are passed through to the shareholders of the flow-through shares once the eligible expenditures are incurred and renounced.

On September 19, 2023, the Company issued 416,667 flow-through units at $0.30 per unit for gross proceeds of $125,000. The flow-through units were issued at a premium of $0.05 per unit. As a result, a flow-through premium liability of $20,833 was recorded (Note 8(b)).

During the three and nine months ended September 30, 2023, the Company has not incurred eligible exploration expenditures. As a result, no amortization of flow-through premium liability was recorded.

7. BRIDGE LOAN

On March 4, 2023, Ankh Capital Inc. (“Ankh”) advanced the Company $200,000 by way of a secured bridge loan (“Bridge Loan”) at an annual interest rate of 8%. The Bridge Loan will be forgiven by Ank Capital upon completion of the definitive amalgamation agreement (Note 12).

C-28

8. SHARE CAPITAL

Share split

On May 31, 2023, the Company split its outstanding common shares on a one-for-three basis under the definitive amalgamation agreement (Note 12). The presentation of number of shares, stock options and loss per share in these financial statements have been retrospectively adjusted for this share split.

a) Authorized share capital

The Company is authorized to issue an unlimited number of common shares without par value.

b) Issued and outstanding

During the nine months ended September 30, 2023, the Company had the following share capital transactions:

On February 17, 2023, the company issued 5,700,000 common shares at $0.233 per share to 1390120 as partial payment of the option agreement to acquire a 100% interest in the DOT project, for a total fair value of $1,330,000 (Note 5(d)).
On September 19, 2023, the Company completed a private placement of 1,090,095 units at $0.25 per unit for gross proceeds of $272,524. Each unit consists of one common share and one-half share purchase warrant. Each whole warrant entitles the holder to purchase one common share of the Company at a price of $0.40 per common share for a period of 24 months from the date of issuance. Proceeds were allocated using the proportionate method. As a result, $225,795 was allocated to share capital and $46,729 was allocated to reserve. In connection with the private placement, the Company paid cash share issuance costs of $10,845 and issued 9,600 finders’ warrants with a fair value of $927. Each finders’ warrant entitles the holder to purchase one common share of the Company at a price of $0.40 per common share for a period of 24 months from the closing date of the private placement.
On September 19, 2023, the Company issued 416,667 flow-through units at $0.30 per unit for gross proceeds of $125,000. The flow-through units were issued at a premium of $0.05 per unit. As a result, a flow-through premium liability of $20,833 was recorded. Each flow-through unit consists of one flow-through share and one-half share purchase warrant. Each whole warrant entitles the holder to purchase one common share of the Company at a price of $0.45 per common share for a period of 24 months from the date of issuance. Remaining proceeds were allocated using the proportionate method. As a result, $87,320 was allocated to share capital and $16,847 was allocated to reserve.
On October 26, 2023, the Company issued 766,938 units at $0.25 per unit for gross proceeds of $191,735, of which $66,735 was received during the nine months ended September 30, 2023 and recorded as shares to be issued. Each unit consists of one common share and one-half share purchase warrant. Each whole warrant entitles the holder to purchase one common share of the Company at a price of $0.40 per common share for a period of 24 months from the date of issuance (Note 13).

During the year ended December 31, 2022, the Company had the following share capital transactions:

In April 2022, the Company issued a total of 5,953,971 common shares at $0.033 per share for gross proceeds of $198,466.
On April 26, 2022, the Company settled $3,468 in debt through the issuance of 104,040 common shares at $0.033 per share.
On April 29, 2022, the company issued 1,500,000 common shares at $0.033 per share to Princeton pursuant to the Agreement, for total fair value of $50,000 (Note 5(a)).
On May 2, 2022, the Company issued 1,682,148 common shares at $0.233 per share for gross proceeds of $392,501.
On November 22, 2022, the Company issued 150,000 common shares at $0.233 per share for total fair value of $35,000 for finders’ fees.
During the year ended December 31, 2022, the Company settled total of $52,500 in debt through the issuance of aggregate of 225,000 common shares at $0.233 per share.
Of $20,250 subscriptions receivable outstanding for collection as at December 31, 2021, the Company received proceeds of $10,750 and recognized $9,500 as services during the year ended December 31, 2022.

C-29

QUETZAL COPPER LIMITED Notes to the Condensed Interim Financial Statements For the three and nine months ended September 30, 2023 and 2022

(Unaudited - Expressed in Canadian dollars, except where noted)

8. SHARE CAPITAL (continued)

c) Warrants

A summary of the Company’s warrant activity is as follows:

		Weighted
		average
	Number of	exercise
	warrants	price
	#	$
Balance, December 31, 2022 and 2021	-	-
Issued	762,980	0.41
Balance, September 30, 2023	762,980	0.41

As at September 30, 2023, the Company had 762,980 warrants outstanding and exercisable with a weighted average exercise price of $0.41 and expire on September 19, 2025. As at September 30, 2023, the remaining life of these warrants is 1.97 years. A summary of the Company’s assumptions used in the Black-Scholes option pricing model for warrants issued during the nine months ended September 30, 2023 is as follows:

		Flow-through	Finders’
	Warrants	warrants	warrants
Fair value of share price	$0.23	$0.23	$0.23
Exercise price	$0.40	$0.45	$0.40
Expected life	2 years	2 years	2 years
Risk-free interest rate	0.00%	0.00%	0.00%
Expected volatility	4.91%	4.91%	4.91%
Dividendyield	0.00%	0.00%	0.00%

d) Stock options

The Company’s stock option plan (the “Option Plan”) was approved by the Company’s Board of Directors and shareholders on April 30, 2022. The Company established the Option Plan for the benefit of employees, officers, directors, and consultants of the Company and its affiliates. The maximum number of outstanding options available under the Option Plan is limited to 10% of the issued common shares and the options are exercisable within a maximum of ten years from the grant date. The Board of Directors has the exclusive power over the granting of stock options, the exercise price, the term, and their vesting and cancellation provisions.

A summary of the Company’s stock option activity is as follows:

	Number of	Exercise
	stock options	price
	#	$
Balance, December 31, 2021	-	-
Granted	2,139,015	0.05
Balance, September 30, 2023 and December 31, 2022	2,139,015	0.05

A summary of the Company’s assumptions used in the Black-Scholes option pricing model for stock options granted during the year ended December 31, 2022 is as follows:

Fair value of share price	$0.033
Expected life	5 years
Risk-free interest rate	2.75%
Volatility rate	100.00%
Dividendyield	0.00%

The weighted average remaining life in years represents the remaining period of the options granted are expected to remain unexercised. The volatility rate is based on the historical volatility of comparable companies. The risk-free rate is based on Canada government bonds with a term similar to the expected life of the stock options.

C-30

QUETZAL COPPER LIMITED Notes to the Condensed Interim Financial Statements For the three and nine months ended September 30, 2023 and 2022

(Unaudited - Expressed in Canadian dollars, except where noted)

8. SHARE CAPITAL (continued)

During the three and nine months ended September 30, 2023, the Company recorded share-based compensation relating to stock options of $nil and $nil, respectively (2022 - $nil and $49,892, respectively).

As at September 30, 2023, the Company had 2,139,015 stock options outstanding and exercisable with a weighted average exercise price of $0.05 and expire on April 30, 2027. As at September 30, 2023, the remaining life of these stock options is 3.58 years.

9. RELATED PARTY TRANSACTIONS

Unless otherwise noted, related party transactions were incurred in the normal course of operations and measured at the amount established and agreed upon by the related parties.

A summary of the Company’s related party transactions is as follows:

	Three	months ended	Nine	months ended
		September 30,		September 30,
	2023	2022	2023	2022
	$	$	$	$
Consulting fees	-	-	-	21,000
General and administrative	-	-	4,904	-
Investor relations	-	-	6,365	-
Management compensation	109,920	-	109,920	-
Professional fees	30,000	-	30,000	-
Share-based compensation	-	-	-	48,982
	139,920	-	151,189	69,982

As at September 30, 2023, $94,280 (December 31, 2022 - $nil) is owed to the Company’s related party and included in accounts payable and accrued liabilities.

During the nine months ended September 30, 2023, the Company received advances of $35,010 from a director of the Company. The advances remain payable and are presented in proceeds received from related party on the statements of financial position (December 31, 2022 - $nil). The advances are unsecured, due on demand and are non-interest bearing.

10. CAPITAL MANAGEMENT

The capital structure of the Company currently consists of shareholders’ equity, which was $1,640,273 as at September 30, 2023 (December 31, 2022 - $236,693). The Company manages its capital structure and makes adjustments to it for changes in economic conditions and the risk characteristics of the underlying assets, being mineral properties.

The Company invests all capital that is surplus to its immediate operational needs in short-term, liquid, and highly-rated financial instruments, such as cash, which is held with major financial institutions. There have not been changes to the Company’s capital management policy during the period.

C-31

QUETZAL COPPER LIMITED Notes to the Condensed Interim Financial Statements For the three and nine months ended September 30, 2023 and 2022

(Unaudited - Expressed in Canadian dollars, except where noted)

11. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 - inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and
Level 3 - inputs for the asset or liability that are not based on observable market data (unobservable inputs).

As at September 30, 2023, the carrying values of cash, accounts payable and accrued liabilities, as well as bridge loan approximate their fair values because of their short term to maturity. The Company classifies its cash, accounts payable and accrued liabilities, as well as bridge loan at amortized cost.

The Company’s financial instruments are exposed to certain financial risks. The risk exposures and the impact on the Company’s financial instruments are summarized below.

a) Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty fails to meet an obligation under contract. As at September 30, 2023 and December 31, 2022, the Company’s credit risk relates primarily to cash. The Company minimizes its credit risk related to cash by placing cash with major financial institutions. The Company considers the credit risk related to cash to be minimal.

b) Liquidity risk

As at September 30, 2023, the Company’s cash balance of $228,935 (December 31, 2022 - $7,541) will not be sufficient to meet its obligations related to its accounts payable and accrued liabilities balance of $249,997 (December 31, 2022 - $34,607), due to related party of $35,010 (December 31, 2022 - $nil) as well as bridge loan of $200,000 (December 31, 2022 - $nil). Therefore, the Company is exposed to liquidity risk and will be required to raise additional capital in the future to fund its operations.

c) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not exposed to interest rate risk as at September 30, 2023 and December 31, 2022 as its financial instruments are not subject to variable interest rates.

d) Foreign currency risk

Foreign currency risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of the changes in the foreign exchange rates. The Company is not exposed to foreign currency risk as at September 30, 2023 and December 31, 2022.

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12. AMALGAMATION WITH ANKH CAPITAL INC.

On May 15, 2023, the Company entered into a definitive amalgamation agreement (“Amalgamation Agreement”) with Ankh Capital Inc. (“Ankh”), pursuant to which Ankh will acquire the issued and outstanding securities of the Company (the “Transaction”). The Transaction will be completed by way of a three-cornered amalgamation, share purchase, share exchange or alternate transaction to be determined, which will result in the Company becoming a wholly-owned subsidiary of Ankh, and Ankh as the “Resulting Issuer” will continue to have its common shares listed on the Toronto Venture Exchange.

Prior to or concurrently with the closing of the Transaction under the Amalgamation Agreement:

The Company will complete an equity financing by issuing common shares for minimum gross proceeds of $3,000,000 and a minimum share price of $0.067 (the “Private Placement”).
Ankh will consolidate its issued and outstanding common shares on the basis of one post-consolidation common share for each previously outstanding two common shares. The Company’ shareholders will receive one common share of the Resulting Issuer, on a post-consolidation basis, in exchange for each common share held, at a ratio to be determined based on a valuation of the Company determined in connection with the Private Placement in the context of the market (the “Exchange Ratio”). The Company’s options will be replaced with equivalent convertible for exchangeable securities of the Resulting Issuer, entitling the holders to acquire common shares of the Resulting Issuer in lieu of the common shares of the Company, adjusted to reflect the Exchange Ratio.

On May 31, 2023, the Company split its outstanding common shares on a one-for-three basis under the Amalgamation Agreement (Note 1).

13. SUBSEQUENT EVENTS

On October 26, 2023, the Company issued 766,938 units at $0.25 per unit for gross proceeds of $191,735. Each unit consists of one common share and one-half share purchase warrant. Each whole warrant entitles the holder to purchase one common share of the Company at a price of $0.40 per common share for a period of 24 months from the date of issuance.

On October 26, 2023, the Company made payment of $160,000 for the acquisition of DOT.

C-33

QUETZAL COPPER LIMITED.

Management’s Discussion & Analysis

For the year ended December 31, 2022 and Period from April 29, 2021 (incorporation) to December 31, 2021

(Expressed in Canadian dollars)

C-34

Quetzal Copper Limited Management’s Discussion & Analysis For the year ended December 31, 2022 and the period from April 29, 2021 (incorporation) to December 31, 2021

This Management’s Discussion and Analysis (“MD&A”) supplements, but does not form part of, the financial statements of Quetzal Copper Limited and the notes thereto for the fiscal year ended December 31, 2022 and the period from April 29, 2021 (incorporation) to December 31, 2021.

The following MD&A of the financial condition and results of operations of the Company has been prepared by management and should be read in conjunction with the audited annual financial statements and related notes for the year ended December 31, 2022 and the period from April 29, 2021 (incorporation) to December 31, 2021 (“financial statements”).

The financial statements have been prepared by management in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board and interpretations of the International Financial Reporting Interpretations Committee. All amounts are expressed in Canadian dollars unless otherwise stated. Other information contained in this document has been prepared by management and is consistent with the data contained in the financial statements.

The Company’s certifying officers are responsible for ensuring that the financial statements and MD&A do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made. The Company’s certifying officers certify that the financial statements together with the other financial information included in the filings fairly present in all material respects the financial condition, financial performance and cash flows of the Company as of the date and for the periods presented in the filings.

In this MD&A, the “Company”, or the words “we”, “us”, or “our”, collectively refer to Quetzal Copper Limited. and its subsidiary. The first, second, third and fourth quarters of the Company’s fiscal years are referred to as “Q1”, “Q2”, “Q3” and “Q4”, respectively. The year ended December 31, 2022 and the period from April 29 (incorporation) to December 31, 2021 are referred to as “fiscal 2022” and “fiscal 2021” respectively.

This MD&A takes into account information available up to the approval of the financial statements and MD&A by the Board of Directors on June XX, 2023.

Management is responsible for the preparation and integrity of the Company’s financial statements, including the maintenance of appropriate information systems, procedures and internal controls. Management is responsible for ensuring that information disclosed externally, including the information contained within the Company’s financial statements and MD&A, is complete and reliable.

For a complete understanding of the Company’s business environment, risks and uncertainties and the effect of accounting estimates on its results of operations and financial condition, this MD&A should be read together with the Company’s financial statements.

Certain statements made may constitute forward-looking statements. Such statements involve a number of known and unknown risks, uncertainties and other factors. Actual results, performance and achievements may be materially different from those expressed or implied by these forward-looking statements.

FORWARD-LOOKING STATEMENTS

Certain statements contained in this document constitute “forward-looking statements”. All statements other than statements of historical fact contained in this MD&A, including, without limitation, those regarding the Company’s future financial position and results of operations, strategy, proposed acquisitions, plans, objectives, goals and targets, and any statements preceded by, followed by or that include the words “believe”, “expect”, “aim”, “intend”, “plan”, “continue”, “will”, “may”, “would”, “anticipate”, “estimate”, “forecast”, “predict”, “project”, “seek”, “should” or similar expressions or the negative thereof, are forward-looking statements. These statements are not historical facts but instead represent only the Company’s expectations, estimates and projections regarding future events. These statements are not guarantees of future performance and involve assumptions, risks and uncertainties that are difficult to predict. Therefore, actual results may differ materially from what is expressed, implied or forecasted in such forward-looking statements.

Additional factors that could cause actual results, performance or achievements to differ materially include, but are not limited to risks associated with: geological risks; limited operating history; inability to generate earnings or pay dividends for the foreseeable future; no current assets other than cash and prepaid expenses; uncertain ability to raise additional funds when required; reliance on a small number of key managers lacking backup; potential conflicts of interest among directors and officers of the Company; lack of liquidity for shareholders of the Company; ability to secure needed permits, ability to physically access and work the Company’s property assets due to poor weather, a potential lack of key contract personnel and services providers needed to execute elements of the Company’s exploration plans, and market risk consisting of fluctuations in the Company’s share price, metal prices, credit market conditions and investor appetite for early stage exploration companies. See “Risks and Uncertainties”.

C-35

Quetzal Copper Limited

Management’s Discussion & Analysis

For the year ended December 31, 2022 and the period from April 29, 2021 (incorporation) to December 31, 2021

Management provides forward-looking statements because they believe such statements deliver useful guidance and information to readers when considering their investment objectives. Though management believes such statements to be as accurate as possible in the context of the information available to management at the time in which they are made, management cautions readers that the guidance and information contained in such statements may rapidly be superseded by subsequent events. Consequently, all the forward-looking statements made in this MD&A are qualified by these cautionary statements and other cautionary statements or factors contained herein, and there can be no assurance that the actual results or developments suggested by such forward-looking statement will be realized or, even if substantially realized, that they will have the expected results, or effects upon, the Company. These forward-looking statements are made as of the date of this MD&A and the Company assumes no obligation to update or revise them to reflect subsequent information, events or circumstances or otherwise, except as required by law.

The forward-looking statements in this MD&A are based on numerous assumptions regarding the Company’s present and future business strategies and the environment in which the Company will operate in the future, including assumptions regarding business and operating strategies.

DESCRIPTION OF THE BUSINESS

The Company was incorporated under the Business Corporations Act in British Columbia on April 29, 2021.The head office, principal address, registered address, and records office of the Company is located at #Suite 401-353 Water Street, Vancouver, BC V6B 1B8.

The Company has incurred exploration and evaluation expenditures however yet to recognize any environmental rehabilitation provision. The Company has not yet generated any revenue and operating cash flows. The ability of the Company to fulfil its obligations and pay for the ongoing operating as well as mineral properties expenditures depends on its success in raising external funds from debt and equity. Therefore, it is difficult to identify any meaningful trends or develop an analysis of cash flows.

OVERALL PERFORMANCE

The Company has no substantial revenue and supports its operations through the sale of equity or assets such as mineral properties. The value of any mineral property is dependent upon the existence or potential existence of economically recoverable mineral reserves. See Section “Risk Factors and Uncertainties”, below.

SELECTED FINANCIAL INFORMATION

The following financial data has been derived from the Company’s financial statements for Fiscal 2022 and Fiscal 2021:

	Fiscal 2022	Fiscal 2021
	$	$
Net loss and comprehensive loss	520,072	45,312
Net lossper share - basic and diluted	0.04	0.01

C-36

Quetzal Copper Limited

Management’s Discussion & Analysis

For the year ended December 31, 2022 and the period from April 29, 2021 (incorporation) to December 31, 2021

The following financial data has been derived from the Company’s financial statements:

	December 31,	December 31,
	2022	2021
	$	$
Current assets	11,300	20,406
Total assets	271,300	20,406
Total liabilities	34,607	45,468
Workingcapital deficiency	23,307	25,062

In April 2022, the Company issued a total of 5,953,971 common shares at $0.033 per share for gross proceeds of $198,466.
On April 26, 2022, the Company settled $3,468 in debt through the issuance of 104,040 common shares at $0.033 per share.
On April 29, 2022, the company issued 1,500,000 common shares at $0.033 per share to Princeton pursuant to the Agreement, for total fair value of $50,000.
On May 2, 2022, the Company issued 1,682,148 common shares at $0.233 per share for gross proceeds of $392,501.
On November 22, 2022, the Company issued 150,000 common shares at $0.233 per share for a total fair value of $35,000 for finders’ fees.
During the year ended December 31, 2022, the Company settled total of $52,500 in debt through the issuance of aggregate of 225,000 common shares at $0.233 per share.

As at December 31, 2022 the Company had 15,690,159 issued and outstanding common shares (December 31, 2021 - 6,075,000), a cash balance of $7,541 (December 31, 2021 - $nil) and accounts payable and accrued liabilities of $34,607 (December 31, 2021 - $45,468).

RESULTS OF OPERATIONS

The following discussion explains the variations in the key components of the Company’s operating results. As with most junior mineral exploration companies, the results of operations are not the main factor in establishing the financial health of the Company. Of greater significance are the mineral properties in which the Company has, or may earn, an interest, its working capital, and how many shares it has outstanding. For details on the results of work on and other activities in connection with the Company’s exploration of mineral properties, see “Exploration and Evaluation Assets and Expenditures”.

	Q4 2022	Q4 2021	Fiscal 2022	Fiscal 2021
	$	$	$	$
Operating expenses
Consulting fees	-	15,750	21,500	42,000
Exploration and evaluation expenditures	91,128	-	381,391	-
General and administrative	345	-	3,190	-
Professional fees	44,088	3,312	64,099	3,312
Share-based compensation	-	-	49,892	-
Net loss and comprehensive loss	135,561	19,062	520,072	45,312
Net loss per share - Basic and diluted	0.01	0.00	0.04	0.01
Weighted average number of shares - Basic and diluted	15,498,234	6,075,000	12,492,295	5,706,073

Q4 2022 compared to Q4 2021

For the Q4 2022, the Company reported a net loss and comprehensive loss of $135,561 compared to $19,062 in the prior year comparable period. The primary drivers of this increase in the net loss and comprehensive loss were as follows:

Exploration and evaluation expenditures increased to $91,128 from $nil in the prior year comparable period. This increase is largely due to exploration activities conducted at Cristinas project in Mexico during the current year period.
Professional fees increased to $44,088 from $3,312 in the prior year comparable period. This increase is mainly due to additional market advisory and administration costs to support the Company’s expanded activities during the current year period as the Company pursued a public listing.

C-37

Quetzal Copper Limited

Management’s Discussion & Analysis

For the year ended December 31, 2022 and the period from April 29, 2021 (incorporation) to December 31, 2021

Partly offset the increase in the net loss and comprehensive loss was the decrease to consulting fees to $nil from $15,750 in the prior year comparable period. The consulting services were provided by a director of the Company from May 2021 to April 2022.

Fiscal 2022 compared to fiscal 2021

For the year ended December 31, 2022, the Company reported a net loss of $520,072 compared to $45,312 in the prior year comparable period. The primary drivers of this increase in the net loss were as follows:

Exploration and evaluation expense increased to $381,391 compared to $nil in the prior year comparable period. This increase is largely due to exploration activities conducted at Cristinas project in Mexico during the current year period.
General and administrative expense increased to $3,190 compared to $nil in the prior year comparable period, related to administrative fees, postage, courier and bank charge.
Professional fees increased to $64,099 compared to $3,312 in the prior year comparable period. This increase is mainly due to additional market advisory and administration costs to support the Company’s expanded activities during the current year period as the Company pursued a public listing.
Share-based compensation was $49,892 compared to $nil for the prior year comparable period, related to the vesting of stock options granted to key management personnel in April 2022.

Partly offset the increase in the net loss and comprehensive loss was the decrease to consulting fees to $21,500 from $42,000 in the prior year comparable period. The consulting services were provided by a director of the Company from May 2021 to April 2022.

SELECTED ANNUAL INFORMATION

The following financial data has been derived from the Company’s financial statements:

	December 31,	December 31,
	2022	2021
	$	$
Total operating expenses	520,072	45,312
Net loss and comprehensive loss	520,072	45,312
Basic and diluted loss per share	0.12	0.02
Cash	7,541	-
Total assets	271,300	20,406
Total liabilities	34,607	45,468
Share capital	752,185	20,250
Shareholders’ equity (deficiency)	236,693	(25,062)

The increase in cash for the year ended December 31, 2022 compared to the period from April 29, 2021 (incorporation) to December 31, 2021 is primarily driven by the Company’s financing activities. The Company has not earned sufficient income to finance day-to-day activities through operations and has relied on funding through the issuance of common shares. During fiscal 2022, the Company completed two private placements which has driven the increase in cash and share capital. Additionally, during fiscal 2022, the Company acquired two exploration and evaluation assets which were paid in cash and through the issuance of shares which has increased total assets and share capital. The increase in cash balance and acquisition of exploration and evaluation assets has resulted in a significant increase in the total assets compared to the prior year comparable period. Change in net loss and comprehensive loss is mainly due to increased exploration activities by the Company associated mainly with the Cristinas project, professional fees related to consulting, audit and accounting services and share-based compensation related to the vesting of stock options granted to the Company’s officers in April 2022.

C-38

Quetzal Copper Limited

Management’s Discussion & Analysis

For the year ended December 31, 2022 and the period from April 29, 2021 (incorporation) to December 31, 2021

RELATED PARTY TRANSACTIONS

A summary of the Company’s related party transactions for Fiscal 2022 and Fiscal 2021 is as follows:

	Fiscal 2022	Fiscal 2021
	$	$
Consulting fees	21,000	42,000
Share-based compensation	48,982	-
	69,982	42,000

As at December 31, 2022, $nil (December 31, 2021 - $42,000) is owed to the Company’s related party and included in accounts payable and accrued liabilities.

SUMMARY OF QUARTERLY RESULTS

The following table summarizes selected quarterly financial information for the last eight quarters:

Q4 2022 Q3 2022 Q2 2022	Q4 2022 Q3 2022 Q2 2022	Q1 2022
$ $ $ Net loss and comprehensive loss 135,561 82,503 288,714 Net lossper share - basic and diluted 0.01 0.01 0.02		$ 13,294 0.00

Q4 2021 Q3 2021 From April 29, 2021 (incorporation) to December 31, 2021	From April 29,
	2021
	(incorporation)
	to
	December 31,
$ $ $ Net loss and comprehensive loss 19,062 15,750 10,500 Net lossper share - basic and diluted 0.00 0.00 0.00

During the last eight quarters, the Company’s net loss has ranged between $10,500 and $288,714. Net losses for 2021 quarters were primarily due to consulting services. Since the acquisition of Cristinas project in Mexico in April 2022, the Company incurred additional exploration expenditures as a result of the field-based exploration, which attributed to the net loss in Q2 and Q3 2022. Net loss in Q4 2022 is mainly related to the consulting services, expenditures and legal fees related to the acquisition of mineral projects, audit and accounting advisory services as the Company pursued a public listing.

C-39

Quetzal Copper Limited

Management’s Discussion & Analysis

For the year ended December 31, 2022 and the period from April 29, 2021 (incorporation) to December 31, 2021

EXPLORATION AND EVALUATION ASSETS AND EXPENDITURES

a) Princeton

On April 29, 2022, the Company entered into the option agreement (the “Agreement”) with Princeton Copper Corp (“Princeton”) who is in turn party to an option agreement with Wild West Gold Corp. (“Wild West”) respecting certain mining claims located in the Province of British Columbia. Pursuant to the Agreement, the Company was granted an option to acquire 80% right, title, and interest in those mineral claims (the “Option”).

Until the time that the Option is exercised, the Company must pay the following acquisition costs:

$120,000 on July 6, 2022 (fully paid);
$10,000 on the first day of each month commencing May 1, 2022 until June 1, 2028 ($80,000 paid);
$260,000 on July 1, 2028

Additionally, the Company is required to issue an aggregate of 11,550,000 common shares of the Company to Princeton as follows in order to exercise the Option:

1,500,000 common shares on June 14, 2022 (issued);
3,300,000 common shares on April 29, 2024; and
6,750,000 common shares on April 29, 2026.

Commencing April 29, 2022, the Company must incur expenditures in the aggregate amount of not less than $15,000,000 on or before April 29, 2030 or the date of the exercise of Option (“Option Period”), with the minimum expenditures of $1,000,000 to be incurred during the period from April 29, 2022 to October 29, 2022 and during each 12-month period thereafter until the end of the Option Period. The Company can extend the Option Period for one or more 12-month periods (“Extended Period”) by incurring expenditures of at least $750,000 in each such Extended Period.

b) Big Kidd

On November 4, 2022, the Company entered into the option agreement with South Atlantic Gold Inc. (“South Atlantic”). Pursuant to this option agreement, the Company has the option to acquire 100% interest in certain mineral claims located in British Columbia, Canada (“Big Kidd”).

The Company is required to make the following payments in order to exercise the option:

$10,000 on November 14, 2022 (fully paid);
$140,000 on January 14, 2023 and upon completion of a financing for gross proceeds of minimum $500,000;
$200,000 on or before November 4, 2023;
$200,000 on or before November 4, 2024;
$200,000 on or before November 4, 2025;
$200,000 on or before November 4, 2026; and
$350,000 or issue common shares with an aggregate value of $350,000 on or before November 4, 2027.

Additionally, the Company must fulfil the milestone commitments in the form of cash payment or issuance of the Company’s publicly traded common shares, as follows:

$300,000 or issue common shares with an aggregate value of $300,000 following the completion of 40,000 meters of drilling on the property;
$1,200,000 or issue common shares with an aggregate value of $1,200,000 following the filing of a pre-feasibility study on the property; and
$2,000,000 or issue common shares with an aggregate value of $2,000,000 following the filing of a feasibility study on the property.

c) Cristinas

The Cristinas project is located in Chihuahua, Mexico.

C-40

Quetzal Copper Limited

Management’s Discussion & Analysis

For the year ended December 31, 2022 and the period from April 29, 2021 (incorporation) to December 31, 2021

A summary of the Company’s exploration and evaluation expenditures for the year ended December 31, 2022 is as follows:

	Princeton	Big Kidd	Cristinas	Total
	$	$	$	$
Finders’ fees	-	-	35,000	35,000
Geological consulting	263	-	142,473	142,736
Labor	-	-	1,413	1,413
Legal fees	-	-	187,920	187,920
Permit	-	-	1,981	1,981
Salary and wages	-	-	1,971	1,971
Vehicle and tool rental	-	-	4,591	4,591
Other	-	-	5,779	5,779
	263	-	381,128	381,391

During the period from April 29, 2021 (incorporation) to December 31, 2021, the Company did not incur any exploration and evaluation expenditures.

A summary of the Company’s exploration and evaluation assets as at December 31, 2022 and 2021 is as follows:

	Princeton	Big Kidd	Cristinas	Total
	$	$	$	$
Balance, December 31, 2021 and April 29, 2021
(incorporation)	-	-	-	-
Acquisition costs	250,000	10,000	-	260,000
Balance, December 31, 2022	250,000	10,000	-	260,000

LIQUIDITY , CAPITAL RESOURCES AND GOING CONCERN

A summary of the Company’s cash sources and uses of cash is as follows:

	Fiscal 2022	Fiscal 2021
	$	$
Cash used in operating activities	(384,176)	-
Cash used in investing activities	(210,000)	-
Cash provided by financing activities	601,717	-
Change in cash during the period	7,541	-
Cash, beginning of the period	-	-
Cash,end of theperiod	7,541	-

For fiscal 2022, the Company reported a net increase in cash of $7,541 compared to the net change in cash of $nil in the prior year.

For fiscal 2022, net cash used in investing activities was $210,000 (Fiscal 2021 - $nil), attributed to the acquisition costs associated with the Princeton project and Big Kidd project.

For fiscal 2022, net cash provided by financing activities was $601,717 (Fiscal 2021 - $nil), resulting from the private placement of common shares completed in April and May 2022.

The Company has not yet generated any revenue and thus no cash flow from operations. Its only source of funds since incorporation has been from the issuance of common shares.

While the information in the financial statements has been prepared in accordance with IFRS on a going concern basis, which presumes the realization of assets and discharge of liabilities in the normal course of business for the foreseeable future, there are conditions and events that cast significant doubt on the validity of this presumption. The Company’s ability to continue as a going concern is dependent on the Company’s ability to obtain additional debt or equity financing to successfully advance the exploration and development of mineral property interests in its exploration portfolio and to be able to derive material proceeds from the sale or divestiture of those properties and/or other assets, such as sale proceeds and equity interests. While the Company is making its best efforts in this regard, the outcome of these matters cannot be predicted at this time.

C-41

Quetzal Copper Limited

Management’s Discussion & Analysis

For the year ended December 31, 2022 and the period from April 29, 2021 (incorporation) to December 31, 2021

DISCLOSURE OF OUTSTANDING SECURITY DATA

As at the date of this MD&A, the Company has:
21,390,159 (December 31, 2022 - 15,690,159) common shares issued and outstanding.

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities
Level 2 - Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly and
Level 3 - Inputs that are not based on observable market data.

As at December 31, 2022 and 2021, the carrying values of cash, subscription receivable and accounts payable approximate their fair values because of their short-term nature.

The Company’s financial instruments are exposed to certain financial risks. The risk exposures and the impact on the Company’s financial instruments are summarized below.

a) Credit risk

b) Liquidity risk

c) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s financial assets and financial liabilities are not exposed to interest rate risk due to their short-term nature and maturity. The Company is not exposed to interest rate risk as at December 31, 2022.

RISK FACTORS AND UNCERTAINTIES

An investment in the Company’s common shares is highly speculative and subject to very real risks and uncertainties, the occurrence of any one or more of which could have a material adverse effect on the value of any investment in the Company and the business, prospects, financial position or operating results of the Company. The risk factor listing noted below is in no particular order and is not an exhaustive list of all risk factors associated with an investment in the Company’s common shares or in connection with the operations of the Company.

C-42

Quetzal Copper Limited

Management’s Discussion & Analysis

For the year ended December 31, 2022 and the period from April 29, 2021 (incorporation) to December 31, 2021

a) Competition

Other exploration companies, including those with greater financial resources than the Company, could adopt or may have adopted the same business strategies and thereby compete directly with the Company, or may seek to acquire and develop mineral claims in areas targeted by the Company. While the risk of direct competition may be mitigated by the Company’s experience and technical capabilities, there can be no assurance that competition will not increase or that the Company will be able to compete successfully.

b) Access to capital

The exploration and subsequent development of mineral properties is capital intensive. Should it not be possible to raise additional equity funds when required, the Company may not be able to continue to fund its operations which would have a material adverse effect on the Company’s potential profitability and ability to continue as a going concern. At present, the Company has cash resources to fund planned exploration for the next twelve months. Timing of additional equity funding will depend on market conditions as well as exploration requirements.

c) Market

The Company’s securities trade on public markets and the trading value thereof is determined by the evaluations, perceptions and sentiments of both individual investors and the investment community taken as a whole. Such evaluations, perceptions and sentiments are subject to change, both in short term time horizons and longer-term time horizons. An adverse change in investor evaluations, perceptions and sentiments could have a material adverse outcome on the Company and its securities.

d) Foreign operations and political risk

The Company has mineral properties in Mexico. In foreign jurisdictions, mineral exploration and mining activities may be affected in varying degrees by political or economic instability, expropriation of property and changes in government regulations such as tax laws, business laws, environmental laws and mining laws. Any changes in regulations or shifts in political conditions are beyond the control of the Company and may materially adversely affect its business, or if significant enough, may make it impossible to continue to operate in certain countries. Operations may be affected in varying degrees by government regulations with respect to restrictions on production, price controls, foreign exchange restrictions, export controls, income taxes, expropriation of property, environmental legislation and exploration health and safety. These risks are not unique to foreign jurisdictions and apply equally to Canada.

e) Mineral property tenure and permits

The Company has completed a review of its mineral property titles and believes that all requirements have been met to ensure continued access and tenure for these titles. However, ongoing requirements are complex and constantly changing so there is no assurance that these titles will remain valid. The operations of the Company will require consents, approvals, licenses and/or permits from various governmental authorities. There can be no assurance that the Company will be able to obtain all necessary consents, approvals, licenses and permits that may be required to carry out exploration, development and production operations at its projects.

Although the Company acquired the rights to some or all of the resources in the ground subject to the tenures that it acquired, in most cases it does not thereby acquire any rights to, or ownership of, the surface to the areas covered by its mineral tenures. In such cases, applicable laws usually provide for rights of access to the surface for the purpose of carrying on exploration activities, however, the enforcement of such rights can be costly and time consuming. It is necessary, as a practical matter, to negotiate surface access. There can be no guarantee that, despite having the right at law to access the surface and carry-on exploration activities, the Company will be able to negotiate a satisfactory agreement with existing landowners for such access, and therefore it may be unable to carry out exploration activities. In addition, in circumstances where such access is denied, or no agreement can be reached, the Company may need to rely on the assistance of local officials or the courts in such jurisdictions.

f) Speculative nature of mineral exploration and development

The exploration for and development of mineral deposits involves significant risk which even a combination of careful evaluation, experience and knowledge may not adequately mitigate. While the discovery of an ore body may result in substantial rewards, few properties which are explored are ultimately developed into producing mines. There is no assurance that commercial quantities of ore will be discovered on any of the Company’s properties.

C-43

Quetzal Copper Limited

Management’s Discussion & Analysis

For the year ended December 31, 2022 and the period from April 29, 2021 (incorporation) to December 31, 2021

Even if commercial quantities of ore are discovered, there is no assurance that the mineral property will be brought into production. Whether a mineral deposit will be commercially viable depends on a number of factors, including the particular attributes of the deposit, such as its size, grade, metallurgy, and proximity to infrastructure; commodity prices, which have fluctuated widely in recent years; and government regulations, including those relating to taxes, royalties, land tenure, land use, aboriginal rights, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, and the Company’s business may be adversely affected by its inability to advance projects to commercial production.

g) Commodity prices

The prices of gold, silver, copper, lead, zinc, molybdenum, and other minerals have fluctuated widely in recent years and are affected by a number of factors beyond the Company’s control, including international economic and political conditions, expectations of inflation, international currency exchange rates, interest rates, consumption patterns, and speculative activities and increased production due to improved exploration and production methods. Fluctuations in commodity prices will influence the willingness of investors to fund mining and exploration companies and the willingness of companies to participate in joint ventures with the Company and the level of their financial commitment. The supply of commodities is affected by various factors, including political events, economic conditions and production costs in major producing regions. There can be no assurance that the price of any commodities will be such that any of the properties in which the Company has, or has the right to acquire, an interest may be mined at a profit.

h) Conflicts of interest

Certain directors and officers of the Company also serve as directors, officers and advisors of other companies involved in natural resource exploration and development. To the extent that such companies may participate in ventures with the Company, such directors and officers may have conflicts of interest in negotiating and concluding the terms of such ventures. Such other companies may also compete with the Company for the acquisition of mineral property rights. In the event that any such conflict of interest arises, the Company’s policy is that such director or officer will disclose the conflict to the board of directors and, if the conflict involves a director, such director will abstain from voting on the matter. In accordance with the Business Corporations Act (BC), the directors and officers of the Company are required to act honestly and in good faith with a view to the best interests of the Company.

i) Dependence upon others and key personnel

The success of the Company’s operations will depend upon numerous factors including its ability to attract and retain additional key personnel in exploration, marketing, joint venture operations and finance. This will require the use of outside suppliers as well as the talents and efforts of the Company and its consultants and employees. There can be no assurance that the Company will be successful in finding and retaining the necessary employees, personnel and/or consultants in order to be able to successfully carry out such activities. This is especially true as the competition for qualified geological, technical personnel, and consultants can be particularly intense.

OFF ‐ BALANCE SHEET ARRANGEMENTS

The Company does not have any off-balance sheet arrangements and does not contemplate having them in the foreseeable future.

CONTINGENT LIABILITIES

The Company has no contingent liabilities as at December 31, 2022 or at the date of this MD&A.

USE OF ESTIMATES AND SIGNIFICANT ACCOUNTING POLICIES

Preparing financial statements requires management to make estimates and assumptions that affect the reported results. The estimates are based on historical experience and other assumptions believed to be reasonable under the circumstances. Critical accounting policies are disclosed in the financial statements.

C-44

Quetzal Copper Limited

Management’s Discussion & Analysis

For the year ended December 31, 2022 and the period from April 29, 2021 (incorporation) to December 31, 2021

SUBSEQUENT EVENTS

a) Big Kidd

On January 4, 2023, the Company has entered into an amendment (the “Amendment”) to the previously Big Kidd property option agreement dated November 4, 2022 with South Atlantic Gold Inc (“South Atlantic”).

b) Amalgamation with Ankh Capital Inc.

The following will be completed in connection with the Transaction:

Ankh will consolidate (the “Consolidation”) all of its issued and outstanding common shares on the basis of one postConsolidation common share for each previously outstanding two common shares. Ankh’s options and warrants will be adjusted in accordance with their respective terms to account for the Consolidation.
The Company will subdivide (the “Subdivision”) all of its issued and outstanding common shares on the basis of three postSubdivision common share (“Quetzal Common Shares”) for each previously outstanding three common shares. The Company’s options will be adjusted in accordance with their respective terms to account for the Subdivision.
The Company’ shareholders will receive one common share of the Resulting Issuer, on a post-Consolidation basis, in exchange for their Quetzal Common Shares, at a ratio to be determined based on a valuation of the Company determined in connection with the Private Placement (as defined below) in the context of the market (“Exchange Ratio”). The Company’s options will be replaced with equivalent convertible for exchangeable securities of the Resulting Issuer entitling the holders to acquire common shares of the Resulting Issuer in lieu of Quetzal Common Shares adjusted to reflect the Exchange Ratio.

c) Appointment and resignation of officers

On March 1, 2023, the Company’s president and director, Charles Funk, resigned. The Company appointed Matthew Baliadi as the new president and Chief Executive Officer.

d) Share roll-forward

C-45

QUETZAL COPPER LIMITED.

Management’s Discussion & Analysis

For the three and nine months ended September 30, 2023 and 2022

(Expressed in Canadian dollars)

C-46

Quetzal Copper Limited Management’s Discussion & Analysis For the three and nine months ended September 30, 2023 and 2022

This Management’s Discussion and Analysis (“MD&A”) supplements, but does not form part of, the financial statements of Quetzal Copper Limited and the notes thereto for the three and nine months ended September 30, 2023 and 2022.

The following MD&A of the financial condition and results of operations of the Company has been prepared by management and should be read in conjunction with the unaudited condensed interim financial statements and related notes for the three and nine months ended September 30, 2023 and 2022 (“financial statements”).

In this MD&A, the “Company”, or the words “we”, “us”, or “our”, collectively refer to Quetzal Copper Limited. and its subsidiary. The first, second, third and fourth quarters of the Company’s fiscal years are referred to as “Q1”, “Q2”, “Q3” and “Q4”, respectively. The nine months ended September 30, 2023 and 2022 are referred to as “YTD 2023” and “YTD 2022”, respectively.

This MD&A takes into account information available up to the approval of the financial statements and MD&A by the Board of Directors on January XX, 2024.

FORWARD-LOOKING STATEMENTS

C-47

Quetzal Copper Limited Management’s Discussion & Analysis For the three and nine months ended September 30, 2023 and 2022

DESCRIPTION OF THE BUSINESS

The Company’s exploration and evaluation assets are comprised of mineral properties owned by the Company and rights to ownership of mineral properties, which the Company can earn through cash or share payments, incurring exploration and evaluation expenditures or combinations thereof. Exploration and evaluation assets acquisition costs including option payments are capitalized. Exploration expenditures incurred prior to the determination of the feasibility of mining operations and a decision to proceed with development are recorded in profit or loss. When the existence of a mineral reserve on a property has been established, future acquisition, exploration and development costs will be capitalized for that property, then amortized using the unit-of-production method following commencement of production.

OVERALL PERFORMANCE

SELECTED FINANCIAL INFORMATION

A summary of the Company’s net loss and comprehensive loss derived from the financial statements is as follows:

	Q3 2023	Q32022	YTD 2023	YTD 2022
	$	$	$	$
Net loss and comprehensive loss	(188,592)	(82,503)	(359,001)	(384,511)
Net lossper share - basic and diluted	(0.01)	(0.01)	(0.02)	(0.03)

C-48

Quetzal Copper Limited

Management’s Discussion & Analysis For the three and nine months ended September 30, 2023 and 2022

A summary of the Company’s financial data derived from financial statements is as follows:

	September 30,	December 31,
	2023	2022
	$	$
Current assets	296,113	11,300
Total assets	2,146,113	271,300
Total liabilities	505,840	34,607
Workingcapital deficiency	209,727	23,307

During the nine months ended September 30, 2023, the Company had the following share capital transactions:

On February 17, 2023, the company issued 5,700,000 common shares at $0.233 per share as partial payment of the option agreement to acquire a 100% interest in the DOT project, for a total fair value of $1,330,000.
On September 19, 2023, the Company completed a private placement of 1,090,095 units at $0.25 per unit for gross proceeds of $272,524. Each unit consists of one common share and one-half share purchase warrant. Each whole warrant entitles the holder to purchase one common share of the Company at a price of $0.40 per common share for a period of 24 months from the date of issuance. Proceeds were allocated using the proportionate method. As a result, $225,795 was allocated to share capital and $46,729 was allocated to reserve. In connection with the private placement, the Company paid cash share issuance costs of $10,845 and issued 9,600 finders’ warrants with a fair value of $927. Each finders’ warrant entitles the holder to purchase one common share of the Company at a price of $0.40 per common share for a period of 24 months from the closing date of the private placement.
On September 19, 2023, the Company issued 416,667 flow-through units at $0.30 per unit for gross proceeds of $125,000. The flow-through units were issued at a premium of $0.05 per unit. As a result, a flow-through premium liability of $20,833 was recorded. Each flow-through unit consists of one flow-through share and one-half share purchase warrant. Each whole warrant entitles the holder to purchase one common share of the Company at a price of $0.45 per common share for a period of 24 months from the date of issuance. Remaining proceeds were allocated using the proportionate method. As a result, $87,320 was allocated to share capital and $16,847 was allocated to reserve.
On October 26, 2023, the Company issued 766,938 units at $0.25 per unit for gross proceeds of $191,735, of which $66,735 was received during the nine months ended September 30, 2023 and recorded as shares to be issued. Each unit consists of one common share and one-half share purchase warrant. Each whole warrant entitles the holder to purchase one common share of the Company at a price of $0.40 per common share for a period of 24 months from the date of issuance.

During the year ended December 31, 2022, the Company had the following share capital transactions:

In April 2022, the Company issued a total of 5,953,971 common shares at $0.033 per share for gross proceeds of $198,466.
On April 26, 2022, the Company settled $3,468 in debt through the issuance of 104,040 common shares at $0.033 per share.
On April 29, 2022, the company issued 1,500,000 common shares at $0.033 per share to Princeton pursuant to the Agreement, for total fair value of $50,000.
On May 2, 2022, the Company issued 1,682,148 common shares at $0.233 per share for gross proceeds of $392,501.
On November 22, 2022, the Company issued 150,000 common shares at $0.233 per share for a fair value of $35,000 for finders’ fees.
During the year ended December 31, 2022, the Company settled total of $52,500 in debt through the issuance of aggregate of 225,000 common shares at $0.233 per share.

As at September 30, 2023, the Company had 22,896,921 issued and outstanding common shares (December 31, 2022 - 15,690,159), a cash balance of $228,935 (December 31, 2022 - $7,541) and accounts payable and accrued liabilities of $249,997 (December 31, 2022 - $34,607).

RESULTS OF OPERATIONS

C-49

Quetzal Copper Limited

Management’s Discussion & Analysis

For the three and nine months ended September 30, 2023 and 2022

A summary of the Company’s results of operations and selected information from the financial statements is as follows:

	Q3 2023	Q3 2022	YTD 2023	YTD 2022
	$	$	$	$
Operating expenses
Consulting fees	5,664	500	26,664	21,500
Exploration and evaluation expenditures	-	80,263	8,832	290,263
General and administrative	274	374	5,695	2,845
Investor relations	20,859	-	27,224	-
Management compensation	109,920	-	109,920	-
Professional fees	51,875	1,366	180,666	20,011
Share-based compensation	-	-	-	49,892
Net loss and comprehensive loss	(188,592)	(82,503)	(359,001)	(384,511)
Net loss per share - Basic and diluted	(0.01)	(0.01)	(0.02)	(0.03)
Weighted average number of shares - Basic and diluted	21,586,693	15,315,159	20,475,072	11,479,304

Q3 2023 compared to Q3 2022

The Company reported a net loss and comprehensive loss of $188,592 compared to $82,503 in the prior year comparable period. The primary drivers of the increase in net loss and comprehensive loss were as follows:

Consulting fees were $5,664 compared to $500 in the prior year comparable period. The consulting fees in Q3 2023 related to the search to recruit a Chief Executive Officer (“CEO”).
Investor relations was $20,859 compared to $nil in the prior year comparable period. The increase is mainly due to additional investor relations expense incurred in Q3 2023 to support the Company’s private placements.
Management compensation was $109,920 compared to $nil in the prior year comparable period. The management compensation in Q3 2023 related to remuneration paid to the CEO.
Professional fees were $51,875 compared to $1,366 in the prior year comparable period. The increase is mainly due to legal and accounting services during Q3 2023 to support the Company's pursuit for a public listing.

Partially offsetting the decrease in the net loss and comprehensive loss was decrease in exploration and evaluation expenditures to $nil from $80,263 in the prior year comparable period. The Company did not conduct any exploration activities during Q3 2023 as its primary focus shifted to pursue for a public listing and private placements.

YTD 2023 compared to YTD 2022

The Company reported a net loss and comprehensive loss of $359,001 compared to $384,511 in the prior year comparable period. The primary drivers of the decrease in net loss and comprehensive loss were as follows:

Exploration and evaluation expenditures was $8,832 compared to $290,263 in the prior year comparable period. The Company conducted minor exploration activities during the current year period as its primary focus shifted to pursue for a public listing and private placements.
Share-based compensation was $nil compared to $49,892 in the prior year comparable period. The expense incurred in YTD 2022 was resulted by the vesting of 2,139,015 stock options granted to the Company’s directors and officers in April 2022.

Partially offsetting the decrease in the net loss and comprehensive loss were increases in expenses as follows:

Investor relations was $27,224 compared to $nil in the prior year comparable period. The increase is mainly due to additional investor relations expense incurred in the current year period to support the Company’s private placements.
Management compensation was $109,920 compared to $nil in the prior year comparable period. The management compensation in the current year period related to remuneration paid to the CEO.
Professional fees were $180,666 compared to $20,011 in the prior year comparable period. The increase is mainly due to legal and accounting services during the current year period to support the Company's pursuit for a public listing.

C-50

Quetzal Copper Limited Management’s Discussion & Analysis For the three and nine months ended September 30, 2023 and 2022

SUMMARY OF QUARTERLY RESULTS

A summary of the Company’s selected quarterly financial information is as follows:

Q3 2023 Q2 2023 Q1 2023	Q3 2023 Q2 2023 Q1 2023	Q4 2022
$ $ $ Net loss and comprehensive loss (188,592) (138,957) (31,452) Net lossper share - basic and diluted (0.01) (0.01) (0.00)		$ (135,561) (0.01)

Q32022 Q2 2022 Q1 2022		Q4 2021
$ $ $ Net loss and comprehensive loss (82,503) (288,714) (13,294) Net lossper share - basic and diluted (0.01) (0.02) (0.00)		$ (19,062) (0.00)

During the last eight quarters, the Company’s net loss has ranged between $13,294 and $288,714. Net losses for quarters since incorporation to Q1 2022 were primarily due to consulting services. Since the acquisition of the Cristinas project in Mexico in April 2022, the Company incurred additional exploration expenditures as a result of the field-based exploration, which attributed to the net loss in Q2 2022 and Q3 2022. Net losses in Q1 and Q2 2023 mainly related to additional legal fess, accounting advisory services and investor relations expense to support the Company's pursuit for a public listing. Net loss in Q3 2023 mainly related to compensation paid to the CEO of the Company, investor relations and professional fees incurred to support the private placements of units and ongoing public listing.

EXPLORATION AND EVALUATION ASSETS AND EXPENDITURES

A summary of the Company’s exploration and evaluation assets is as follows:

	Princeton	Big Kidd	DOT	Total
	$	$	$	$
Balance, December 31, 2021	-	-	-	-
Acquisition costs	250,000	10,000	-	260,000
Balance, December 31, 2022	250,000	10,000	-	260,000
Acquisition costs	100,000	160,000	1,330,000	1,590,000
Balance, September 30, 2023	350,000	170,000	1,330,000	1,850,000

a) Princeton

Under the Agreement the Company is required to make the following acquisition payments:

$120,000 on July 6, 2022 (fully paid);
$10,000 on the first day of each month commencing May 1, 2022 until June 1, 2028 ($180,000 paid); and
$260,000 on July 1, 2028.

Additionally, under the Agreement, the Company is required to issue an aggregate of 11,550,000 common shares as follows:

1,500,000 common shares on June 14, 2022 (issued);
3,300,000 common shares on April 29, 2024; and
6,750,000 common shares on April 29, 2026.

C-51

Quetzal Copper Limited Management’s Discussion & Analysis For the three and nine months ended September 30, 2023 and 2022

b) Big Kidd

Pursuant to the option agreement with South Atlantic Gold Inc. (“South Atlantic”) the Company entered into on November 4, 2022 and the amended agreement dated January 4, 2023, the Company has the option to acquire 100% interest in certain mineral claims located in British Columbia (“Big Kidd”) and is required to make the following payments in order to exercise the option:

$10,000 on November 14, 2022 (fully paid);
$10,000 on January 4, 2023 (fully paid);
$20,000 on March 9, 2023 (fully paid);
$130,000 on May 29, 2023 and upon completion of an equity financing for gross proceeds of minimum $500,000 (fully paid);
$200,000 on or before January 4, 2024;
$200,000 on or before January 4, 2025;
$200,000 on or before January 4, 2026;
$200,000 on or before January 4, 2027; and
$350,000 or issue common shares with an aggregate value of $350,000 on or before January 2028.

Additionally, the Company must fulfil the milestone commitments in the form of cash payments or issuances of the Company’s publicly traded common shares, as follows:

$300,000 or issue common shares with an aggregate value of $300,000 following the completion of 40,000 meters of drilling on the property;
$1,200,000 or issue common shares with an aggregate value of $1,200,000 following the filing of a pre-feasibility study on the property; and
$2,000,000 or issue common shares with an aggregate value of $2,000,000 following the filing of a feasibility study on the property.

c) Cristinas project

A summary of the Company’s exploration and evaluation expenditures related to the Cristinas project is as follows:

	Q3 2023	Q3 2022	YTD 2023	YTD 2022
	$	$	$	$
Geological consulting	-	57,548	8,832	92,737
Labor	-	-	-	1,413
Legal fees	-	19,911	-	181,791
Permit	-	1,981	-	1,981
Salary and wages	-	-	-	1,971
Vehicle and tool rental	-	-	-	4,591
Other	-	823	-	5,779
	-	80,263	8,832	290,263

d) DOT

On January 10, 2023, the Company entered into an option agreement with 1390120 B.C. Ltd. (“1390120”) to acquire 100% interest in mineral claim known as the DOT Matrix Property located in British Columbia (“DOT”). Subsequently, on February 17, 2023, the option agreement was amended and is subject to a 2% net smelter royalty payable to 13901290. The Company is required to fulfill the following obligations in order to exercise the option:

Issuing 5,700,000 common shares to 1390120 on or before February 28, 2023 (issued); and
$160,000 on or before October 1, 2023 (fully paid).

C-52

Quetzal Copper Limited Management’s Discussion & Analysis For the three and nine months ended September 30, 2023 and 2022

$50,000 on January 1, 2024;
$75,000 on January 1, 2025;
$100,000 on January 1, 2026; and
$125,000 on January 1, 2027.

RELATED PARTY TRANSACTIONS

Unless otherwise noted, related party transactions were incurred in the normal course of operations and measured at the amount established and agreed upon by the related parties.

During the three and nine months ended September 30, 2023, the Company incurred consulting fees with a director of $nil and $nil, respectively (2022 - $nil and $21,000, respectively). During the nine months ended September 30, 2023, the Company received advances of $35,010 from a director of the Company. The advances remain payable and are presented in proceeds received from related party on the statements of financial position (December 31, 2022 - $nil). The advances are unsecured, due on demand and are non-interest bearing.

During the three and nine months ended September 30, 2023, the Company incurred professional fees of $30,000 and $30,000, respectively (2022 - $nil and $nil, respectively) with a company controlled by the Chief Financial Officer of the Company. As at September 30, 2023, $21,000 (December 31, 2022 - $nil) is owed to this company and included in accounts payable and accrued liabilities.

During the three and nine months ended September 30, 2023, the Company incurred general and administrative of $nil and $4,904, respectively (2022 - $nil and nil, respectively), investor relations of $nil and $6,365, respectively (2022 - $nil and nil, respectively) and management compensation of $109,920 and $109,920, respectively (2022 - $nil and nil, respectively) with the CEO of the Company. As at September 30, 2023, $73,280 (December 31, 2022 - $nil) is owed to the CEO and included in accounts payable and accrued liabilities.

The amounts due to the related parties have no specific terms of repayment, are unsecured, non-interest-bearing and have no fixed term of repayment.

A summary of the Company’s related party transactions is as follows:

	Q3 2023	Q3 2022	YTD 2023	YTD 2022
	$	$	$	$
Consulting fees	-	-	-	21,000
General and administrative	-	-	4,904	-
Investor relations	-	-	6,365	-
Management compensation	109,920	-	109,920	-
Professional fees	30,000	-	30,000	-
Share-based compensation	-	-	-	48,982
	139,920	-	151,189	69,982

C-53

Quetzal Copper Limited Management’s Discussion & Analysis For the three and nine months ended September 30, 2023 and 2022

LIQUIDITY , CAPITAL RESOURCES AND GOING CONCERN

A summary of the Company’s cash sources and uses of cash is as follows:

	YTD 2023	YTD 2022
	$	$
Cash used in operating activities	(207,030)	(368,856)
Cash used in investing activities	(260,000)	(180,000)
Cash provided by financing activities	688,424	551,717
Change in cash during the period	221,394	2,861
Cash, beginning of the period	7,541	-
Cash,end of theperiod	228,935	2,861

For the nine months ended September 30, 2023, the Company reported an increase in cash of $221,394 compared to $2,861 in YTD 2022.

For the nine months ended September 30, 2023, cash used in investing activities was $260,000 (2022 - $180,000), due to the acquisition costs associated with Princeton and Big Kidd compared to the prior period associated with Princeton.

For the nine months ended September 30, 2023, cash provided by financing activities was $688,424 (2022 - $551,717) as the Company received proceeds from private placements of units of $386,679, subscriptions for shares to be issued of $66,735, net advances from related party of $35,010 and gross proceeds from loans of $200,000. During the prior year comparable period, the Company received proceeds related to April and May 2022 private placements.

The Company has not yet generated any revenue and thus no cash flow from operations. Its only source of funds since incorporation has been from the issuance of common shares.

DISCLOSURE OF OUTSTANDING SECURITY DATA

As at the date of this MD&A, the Company had the following issued and outstanding:

	September 30,
	2023	MD&A Date
	#	#
Common shares issued and outstanding	22,896,921	23,663,859
Warrants	762,980	1,146,449
Options	2,139,015	2,139,015

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 - inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and
Level 3 - inputs for the asset or liability that are not based on observable market data (unobservable inputs).

C-54

Quetzal Copper Limited Management’s Discussion & Analysis For the three and nine months ended September 30, 2023 and 2022

As at September 30, 2023, the carrying values of cash, accounts payable and accrued liabilities, as well as loan payable approximate their fair values because of their short term to maturity. The Company classifies its cash, subscriptions receivable, accounts payable and accrued liabilities, as well as loan payable at amortized cost.

The Company’s financial instruments are exposed to certain financial risks. The risk exposures and the impact on the Company’s financial instruments are summarized below.

a) Credit risk

b) Liquidity risk

c) Interest rate risk

d) Foreign currency risk

RISK FACTORS AND UNCERTAINTIES

An investment in the Company’s common shares is highly speculative and subject to very real risks and uncertainties, the occurrence of any one or more of which could have a material adverse effect on the value of any investment in the Company and the business, prospects, financial position or operating results of the Company. For a detailed listing of the risks and uncertainties faced by the Company, please refer to the Company’s MD&A for the year ended December 31, 2022 and the period from April 29, 2021 (incorporation) to December 31, 2021.

OFF ‐ BALANCE SHEET ARRANGEMENTS

As at September 30, 2023 or the date of this MD&A, the Company does not have any off-balance sheet arrangements and does not contemplate having them in the foreseeable future.

CONTINGENT LIABILITIES

As at September 30, 2023 or the date of this MD&A, the Company has no contingent liabilities.

C-55

Quetzal Copper Limited Management’s Discussion & Analysis For the three and nine months ended September 30, 2023 and 2022

CRITICAL ACCOUNTING ESTIMATES

The preparation of the financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities and expenses. Management continually evaluates these judgments, estimates and assumptions based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from these estimates and judgments which may cause a material adjustment to the carrying amounts of assets and liabilities. The Company’s interim results are not necessarily indicative of its results for a full year. The financial statements were prepared subject to the same key sources of estimation uncertainty as disclosed in Note 3 to the Company’s audited financial statements for the year ended December 31, 2022 and the period from April 29, 2021 (incorporation) to December 31, 2021.

AMALGAMATION WITH ANKH CAPITAL INC.

Prior to or concurrently with the closing of the Transaction under the Amalgamation Agreement:

The Company will complete an equity financing by issuing common shares for minimum gross proceeds of $3,000,000 and a minimum share price of $0.067 (the “Private Placement”).
Ankh will consolidate its issued and outstanding common shares on the basis of one post-consolidation common share for each previously outstanding two common shares. The Company’ shareholders will receive one common share of the Resulting Issuer, on a post-consolidation basis, in exchange for each common share held, at a ratio to be determined based on a valuation of the Company determined in connection with the Private Placement in the context of the market (the “Exchange Ratio”). The Company’s options will be replaced with equivalent convertible for exchangeable securities of the Resulting Issuer, entitling the holders to acquire common shares of the Resulting Issuer in lieu of the common shares of the Company, adjusted to reflect the Exchange Ratio.

On May 31, 2023, the Company split its outstanding common shares on a one-for-three basis under the Amalgamation Agreement.

SUBSEQUENT EVENTS

On October 26, 2023, the Company made payment of $160,000 for the acquisition of DOT.

C-56

APPENDIX D

PRO FORMA FINANCIAL STATEMENTS OF THE RESULTING ISSUER

See Attached

D-1

ANKH CAPITAL INC.

PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

As at November 30, 2023

(Unaudited - Expressed in Canadian dollars)

ANKH CAPITAL INC. Pro Forma Consolidated Statement of Financial Position As at November 30, 2023

(Unaudited - expressed in Canadian dollars)

		Quetzal
	Ankh Capital	Copper		Pro forma	Pro forma
	Inc.	Limited	Note	adjustments	consolidated
	November 30,	September 30,		November 30,	November 30,
	2023	2023		2023	2023
	$	$		$	$
Assets
Current
Cash	694,933	228,935	5c,5e,5f	959,244	1,883,112
GST receivable	-	15,749		-	15,749
Prepaid expenses	-	51,429		-	51,429
Bridge loan receivable	200,000	-	5d	(200,000)	-
	894,933	296,113		759,244	1,950,290
Exploration and evaluation assets	-	1,850,000	5f	360,000	2,210,000
Total assets	894,933	2,146,113		1,119,244	4,160,290
Liabilities
Current
Accounts payable and accrued liabilities	27,475	249,997		-	277,472
Due to related party	-	35,010		-	35,010
Flow-through premium liability	-	20,833	5c,5e	22,833	43,666
Bridgeloanpayable	-	200,000	5d	(200,000)	-
Total liabilities	27,475	505,840		(177,167)	356,148
SHAREHOLDER'S EQUITY
Share capital	1,030,482	2,383,528	5,7	3,786,982	7,200,992
Shares to be issued	-	66,735		(66,735)	-
Reserve	232,900	114,395	5,7	572,911	920,206
Deficit	(395,924)	(924,385)	5,7	(2,996,747)	(4,317,056)
Total shareholders' equity	867,458	1,640,273		1,296,411	3,804,142
Total liabilities and shareholders' equity	894,933	2,146,113		1,119,244	4,160,290

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

ANKH CAPITAL INC. Notes to the pro forma consolidated financial statements

(Unaudited - Expressed in Canadian dollars, except where noted)

1. BASIS OF PRESENTATION

The accompanying unaudited pro forma consolidated financial statements of Ankh Capital Inc. (“Ankh”, the “Company” or “Resulting Issuer”) have been prepared by management in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board from information contained in the financial information of Ankh and Quetzal Copper Limited (“Quetzal”) financial statements to show the effect of the proposed transactions as per Note 4. The unaudited pro forma consolidated financial statements have been prepared for inclusion in the Form 2A - Listing Statement of the Company prepared in connection with the Company’s application for listing on the Canadian Securities Exchange.

The unaudited pro forma consolidated financial statements have been prepared by management using the following information:

The unaudited consolidated interim financial statements of Ankh for the three and six months ended November 30, 2023 and 2022;
The unaudited interim financial statements of Quetzal for the three and nine months ended September 30, 2023 and 2022; and
Additional information set out in Notes 4 and 5.

The unaudited pro-forma consolidated financial statements should be read in conjunction with the financial statements and notes thereto of Ankh, and Quetzal as described above. The unaudited pro forma consolidated financial statements are not necessarily indicative of the combined results or financial position that would have been achieved if the proposed transactions (Note 4) had been completed on the dates indicated and does not purport to project the financial position of the consolidated entities for any future period. In the opinion of the management of the Ankh, the unaudited pro forma consolidated financial statements include all adjustments necessary for fair presentation of the proposed transactions. The unaudited pro forma consolidated statement of financial position combines the historical unaudited statement of financial position of Ankh and the historical unaudited statement of financial position to give the effect of the transactions as if it had occurred on November 30, 2023.

2. FUNCTIONAL AND PRESENTATION CURRENCY

All financial information has been presented in Canadian dollars, which is also the functional currency of the Company and Quetzal.

3. SIGNIFICANT ACCOUNTING POLICIES

The accounting policies used in the preparation for the unaudited pro forma consolidated financial statements are those set out in Ankh’s audited financial statements for the year ended May 31, 2023. In preparing the unaudited pro forma consolidated financial statements, a review was undertaken to identify accounting policy differences between Ankh and Quetzal where the impact was potentially material. The significant accounting policies of Quetzal conform in all material respects to those of Ankh.

4. TRANSACTIONS

Pursuant to the amalgamation agreement dated effective May 15, 2023 (“Amalgamation Agreement”), Ankh will acquire all of the outstanding securities of Quetzal via the amalgamation of Ankh Subco, a wholly owned subsidiary of Ankh incorporated solely for the purposes of completing the amalgamation, with Quetzal pursuant to Section 269 of the Act (the “Amalgamation”) to constitute a continuing corporation (“Amalco”).

The Amalgamation will become effective on the date the Certificate of Amalgamation is issued in respect of the Amalgamation by the Registrar under the British Columbia Business Corporation Act (“BCBCA”). In accordance with the Amalgamation Agreement, rather than receiving securities of Amalco pursuant to the Amalgamation, the security holders of Quetzal will each receive securities of the Resulting Issuer.

Under the terms of the Amalgamation Agreement, the transaction will be completed by way of a three corned amalgamation under the BCBCA, whereby:

Ankh will consolidate (the “Consolidation”) all of the then issued and outstanding Common Shares on the basis of one post-Consolidation Common Share (each, a “Resulting Issuer Share”) for each previously outstanding two Common Shares and each Option and Warrant will be adjusted in accordance with their respective terms to account for the Consolidation;
Ankh Subco will amalgamate with and into Quetzal, with Amalco becoming a wholly owned subsidiary of the Resulting Issuer;
Each common share of Quetzal shall be exchanged for 1.10 common share of the Resulting Issuer at a price of $0.20 per Resulting Issuer share; and
Each Ankh Subco common share shall be converted into one Amalco common share.

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

ANKH CAPITAL INC. Notes to the pro forma consolidated financial statements

(Unaudited - Expressed in Canadian dollars, except where noted)

5. PRO FORMA ASSUMPTIONS AND ADJUSTMENTS

The unaudited pro forma consolidated financial statements include the following pro forma assumptions and adjustments as if they had occurred as at November 30, 2023.

a) Share exchange

Ankh Subco will amalgamate with and into Quetzal, with Amalco becoming a wholly owned subsidiary of the Resulting Issuer; each common share of Quetzal shall be exchanged for 1.10 common shares of Resulting Issuer at a deemed price of $0.20 per Resulting Issuer share; and each Ankh Subco common share shall be converted into one Amalco common share. It is expected that an aggregate of 29,937,782 resulting issuer common shares will be issued to Quetzal shareholders pursuant to the transaction. In addition, 2,348,567 Resulting Issuer options exercisable at approximately $0.045, 2,888,897 Resulting Issuer warrants exercisable at $0.36 and 347,689 Resulting Issuer FT warrants exercisable at $0.41 will be issued to replace outstanding Quetzal Options and Quetzal Warrants.

b) Shares issued for finder’s fees

In connection with the transaction, Ankh entered into a finder’s fee agreement with PI Financial. Pursuant to the finder’s fee agreements, Ankh has agreed to issue such number of resulting issuer common shares to PI Financial as is equal to 1% of the resulting issuer common shares that are issued to the Quetzal shareholders. An additional 299,378 resulting issuer common shares are expected to be issued to PI Financial pursuant to the finder’s fee agreement. The Company recorded the finder’s fee against the common shares issued which netted to zero.

c) Quetzal flow-through units private placement

i) On October 26,2023, Quetzal completed the second tranche of the Quetzal Financing pursuant to which it issued 766,938 Units. The Company recorded $176,396 to share capital and $15,339 to warrants reserve.
ii) On December 22, 2023, Quetzal completed the third tranche of the Quetzal Financing pursuant to which it issued 3,295,612 Units. The Company recorded $757,991 to share capital and $65,912 to warrants reserve. On the same day, Quetzal also issued 216,667 FT Units. The Company recorded $39,000 to share capital, $15,167 to warrants reserve and $10,833 to flow-through premium liability.
iii) On January 5, 2024, Quetzal completed the final tranche of the Quetzal Financing pursuant to which it issued 90,424 Units. The Company recorded $20,798 to share capital and $1,808 to warrants reserve.

Each Unit was issued at a price of $0.25 per Unit and consisted of one Quetzal Share and one-half of a Quetzal Unit Warrant.

Each FT Unit was issued at a price of $0.30 per FT Unit and consisted of one Quetzal Share and one-half of a Quetzal FT Unit Warrant. Aggregate gross proceeds of the Quetzal Financing were $1,103,244.

d) Loan advanced

On June 1, 2023, Ankh advanced Quetzal $200,000 by way of a secured bridge loan (the “Bridge Loan”) at an annual interest rate of 8%. The Bridge Loan will be forgiven by Ankh upon completion of the transaction. The Bridge Loan is repayable within six months of termination of the Amalgamation Agreement in accordance with its terms. Quetzal will use the Bridge Loan for working capital and general corporate purposes. The Company has recorded an elimination to bridge loan receivable and payable.

e) Ankh flow-through units private placement

Ankh is undertaking a non-brokered private placement of 2,400,000 flow-through units on pre-consolidation basis at a price of $0.10 per flow-through unit for gross proceeds of up to $240,000 (1,200,000 flow-through units on pos-consolidation basis). The Company recorded $216,000 to share capital, $12,000 to warrants reserve and $12,000 to flow-through premium liability.

Ankh expects to pay a cash finder’s fee equal to 10% of the gross proceeds raised pursuant to the Ankh Financing and issue finder’s warrants equal to 10% of the Ankh FT Units issued pursuant to the Ankh Financing which will have the same terms as the Ankh FT Unit Warrants. The Company recorded share issuance costs of $33,046 including $24,000 cash payment and $9,046 warrants reserve.

f) Exploration and evaluation assets option payments

Quetzal paid a total of $360,000 in mineral option payments subsequent to September 30, 2023 as follows: $160,000 relating to DOT Matrix Property and $200,000 relating to Big Kidd Property. The Company recorded $360,000 decrease in cash and $360,000 increase to exploration and evaluation assets.

6. PRO FORMA STATUTORY INCOME TAX RATE

The pro forma effective statutory income tax rate of the combined companies will be 27%, but due to the lack of recoverability of the companies' losses carried forward, no tax consequences were reflected in the pro forma consolidated financial statements.

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

ANKH CAPITAL INC. Notes to the pro forma consolidated financial statements (Unaudited - Expressed in Canadian dollars, except where noted)

7. PRO FORMA SHAREHOLDERS’ EQUITY

										Total
		Number of	Share	Shares to						shareholders’
	Note	shares	capital	be issued	Options		Warrants		Deficit	equity
		#	$	$	#	$	#	$	$	$
Quetzal’s Balance, September, 2023		22,896,921	2,383,528	66,735	2,139,015	49,892	762,980	64,503	(924,385)	1,640,273
Ankh’s Balance, November 30, 2023		15,620,000	1,030,482	-	1,562,000	142,000	1,000,000	90,900	(395,924)	867,458
Transaction – Ankh share consolidation	4	(7,810,000)	-	-	(781,000)	-	(500,000)	-	-	-
Quetzal private placement	5c i)	766,938	176,396	-	-	-	383,469	15,339	-	191,735
Quetzal private placement	5c ii)	3,295,612	757,991	-	-	-	1,647,806	65,912	-	823,903
Quetzal flow-through units private placement	5c ii)	216,667	39,000	-	-	-	108,334	15,167	-	54,167
Quetzal private placement	5c iii)	90,424	20,798	-	-	-	45,212	1,808	-	22,606
Transaction – Share exchange	5a	29,937,782	5,987,556	-	2,348,567	409,218	3,236,586	257,042	(6,653,816)	-
Transaction – Share exchange	5a	(27,266,562)	(3,377,713)	(66,735)	(2,139,015)	(49,892)	(3,067,801)	(162,729)	3,657,069	-
Ankh flow-through units private placement
(post-consolidation)	5e	1,200,000	182,954	-	-	-	1,200,000	12,000	-	194,954
Finder fee (net shareissuance cost)	5b 5e	299,378	-	-	-	-	240,000	9,046	-	9,046
Pro Forma Consolidated Balance,
November 30, 2023		39,247,160	7,200,992	-	3,129,567	551,218	5,056,586	368,988	(4,317,056)	3,804,142

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

APPENDIX E

AUDIT COMMITTEE CHARTER

See Attached

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CHARTER OF THE AUDIT COMMITTEE

1. PURPOSE AND PRIMARY RESPONSIBILITY

1.1 This charter sets out the Audit Committee's purpose, composition, member qualification, member appointment and removal, responsibilities, operations, manner of reporting to the Board of Directors (the " Board ") of Ankh Capital Inc. (the " Company "), annual evaluation and compliance with this charter.

1.2 The primary responsibility of the Audit Committee is that of oversight of the financial reporting process on behalf of the Board. This includes oversight responsibility for financial reporting and continuous disclosure, oversight of external audit activities, oversight of financial risk and financial management control, and oversight responsibility for compliance with tax and securities laws and regulations as well as whistle blowing procedures. The Audit Committee is also responsible for the other matters as set out in this charter and/or such other matters as may be directed by the Board from time to time. The Audit Committee should exercise continuous oversight of developments in these areas.

2. MEMBERSHIP

2.1 At least one of the members of the Audit Committee must be an independent director of the Company as defined in sections 1.4 and 1.5 of National Instrument 52-110 – Audit Committees (" NI 52-110 "), provided that should the Company become listed on a more senior exchange, each member of the Audit Committee will also satisfy the independence requirements of such exchange.

2.2 The Audit Committee will consist of at least three members, all of whom shall be financially literate, provided that an Audit Committee member who is not financially literate may be appointed to the Audit Committee if such member becomes financially literate within a reasonable period of time following his or her appointment. Upon graduating to a more senior stock exchange, if required under the rules or policies of such exchange, the Audit Committee will consist of at least three members, all of whom shall meet the experience and financial literacy requirements of such exchange and of NI 52110.

2.3 The members of the Audit Committee will be appointed annually (and from time to time thereafter to fill vacancies on the Audit Committee) by the Board. An Audit Committee member may be removed or replaced at any time at the discretion of the Board and will cease to be a member of the Audit Committee on ceasing to be an independent director.

2.4 The Chair of the Audit Committee will be appointed by the Board.

2.5 A majority of the members of the Audit Committee must not be officers, employees or control persons of the Company or any of its associates or affiliates.

3. AUTHORITY

3.1 In addition to all authority required to carry out the duties and responsibilities included in this charter, the Audit Committee has specific authority to:

(a) engage, set and pay the compensation for independent counsel and other advisors as it determines necessary to carry out its duties and responsibilities, and any such consultants or

E-2

professional advisors so retained by the Audit Committee will report directly to the Audit Committee;

(b) communicate directly with management and any internal auditor, and with the external auditor without management involvement; and

(c) incur ordinary administrative expenses that are necessary or appropriate in carrying out its duties, which expenses will be paid for by the Company.

4. DUTIES AND RESPONSIBILITIES

4.1

The duties and responsibilities of the Audit Committee include:

(a) recommending to the Board the external auditor to be nominated by the Board;

(b) recommending to the Board the compensation of the external auditor to be paid by the Company in connection with (i) preparing and issuing the audit report on the Company's financial statements, and (ii) performing other audit, review or attestation services;

(c) reviewing the external auditor's annual audit plan, fee schedule and any related services proposals (including meeting with the external auditor to discuss any deviations from or changes to the original audit plan, as well as to ensure that no management restrictions have been placed on the scope and extent of the audit examinations by the external auditor or the reporting of their findings to the Audit Committee);

(d) overseeing the work of the external auditor;

(e) ensuring that the external auditor is independent by receiving a report annually from the external auditors with respect to their independence, such report to include disclosure of all engagements (and fees related thereto) for non-audit services provided to Company;

(f) ensuring that the external auditor is in good standing with the Canadian Public Accountability Board by receiving, at least annually, a report by the external auditor on the audit firm's internal quality control processes and procedures, such report to include any material issues raised by the most recent internal quality control review, or peer review, of the firm, or any governmental or professional authorities of the firm within the preceding five years, and any steps taken to deal with such issues;

(g) ensuring that the external auditor meets the rotation requirements for partners and staff assigned to the Company's annual audit by receiving a report annually from the external auditors setting out the status of each professional with respect to the appropriate regulatory rotation requirements and plans to transition new partners and staff onto the audit engagement as various audit team members' rotation periods expire;

(h) reviewing and discussing with management and the external auditor the annual audited and quarterly unaudited financial statements and related Management Discussion and Analysis (" MD&A "), including the appropriateness of the Company's accounting policies, disclosures (including material transactions with related parties), reserves, key estimates and judgements (including changes or variations thereto) and obtaining reasonable assurance that the financial statements are presented fairly in accordance with IFRS and the MD&A is in compliance with appropriate regulatory requirements;

E-3

(i) reviewing and discussing with management and the external auditor major issues regarding accounting principles and financial statement presentation including any significant changes in the selection or application of accounting principles to be observed in the preparation of the financial statements of the Company and its subsidiaries;

(j) reviewing and discussing with management and the external auditor the external auditor's written communications to the Audit Committee in accordance with generally accepted auditing standards and other applicable regulatory requirements arising from the annual audit and quarterly review engagements;

(k) reviewing the external auditor's report to the shareholders on the Company's annual financial statements;

(l) reporting on and recommending to the Board the approval of the annual financial statements and the external auditor's report on those financial statements, the quarterly unaudited financial statements, and the related MD&A and press releases for such financial statements, prior to the dissemination of these documents to shareholders, regulators, analysts and the public;

(m) satisfying itself on a regular basis through reports from management and related reports, if any, from the external auditors, that adequate procedures are in place for the review of the Company's disclosure of financial information extracted or derived from the Company's financial statements that such information is fairly presented;

(n) overseeing the adequacy of the Company's system of internal accounting controls and obtaining from management and the external auditor summaries and recommendations for improvement of such internal controls and processes, together with reviewing management's remediation of identified weaknesses;

(o) reviewing with management and the external auditors the integrity of disclosure controls and internal controls over financial reporting;

(p) reviewing and monitoring the processes in place to identify and manage the principal risks that could impact the financial reporting of the Company and assessing, as part of its internal controls responsibility, the effectiveness of the over-all process for identifying principal business risks and report thereon to the Board;

(q) satisfying itself that management has developed and implemented a system to ensure that the Company meets its continuous disclosure obligations through the receipt of regular reports from management and the Company's legal advisors on the functioning of the disclosure compliance system, (including any significant instances of non-compliance with such system) in order to satisfy itself that such system may be reasonably relied upon;

(r) resolving disputes between management and the external auditor regarding financial reporting;

(s) as necessary or required, establishing procedures for:

(i) the receipt, retention and treatment of complaints received by the Company from employees and others regarding accounting, internal accounting controls or auditing matters and questionable practices relating thereto; and

E-4

(ii) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters;

(t) as necessary or required, reviewing and approving the Company's hiring policies with respect to partners or employees (or former partners or employees) of either a former or the present external auditor;

(u) pre-approving all non-audit services to be provided to the Company or any subsidiaries by the Company's external auditor;

(v) overseeing compliance with regulatory authority requirements for disclosure of external auditor services and Audit Committee activities;

(w) as necessary or required, establishing procedures for:

(i) reviewing the adequacy of the Company's insurance coverage, including the Directors' and Officers' insurance coverage;

(ii) reviewing activities, organizational structure, and qualifications of the Chief Financial Officer (" CFO ") and the staff in the financial reporting area and ensuring that matters related to succession planning within the Company are raised for consideration at the Board;

(iii) obtaining reasonable assurance as to the integrity of the Chief Executive Officer (" CEO ") and other senior management and that the CEO and other senior management strive to create a culture of integrity throughout the Company;

(iv) reviewing fraud prevention policies and programs, and monitoring their implementation;

(v) reviewing regular reports from management and others (e.g., external auditors, legal counsel) with respect to the Company's compliance with laws and regulations having a material impact on the financial statements including: (A) tax and financial reporting laws and regulations;

(B) legal withholding requirements;
(C) environmental protection laws and regulations; and
(D) other laws and regulations which expose directors to liability.

4.2 A regular part of Audit Committee meetings involves the appropriate orientation of new members as well as the continuous education of all members. Items to be discussed include specific business issues as well as new accounting and securities legislation that may impact the organization. The Chair of the Audit Committee will regularly canvass the Audit Committee members for continuous education needs and in conjunction with the Board education program, arrange for such education to be provided to the Audit Committee on a timely basis.

4.3 On an annual basis the Audit Committee shall review and assess the adequacy of this charter taking into account all applicable legislative and regulatory requirements as well as any best

E-5

practice guidelines recommended by regulators or stock exchanges with whom the Company has a reporting relationship and, if appropriate, recommend changes to the Audit Committee charter to the Board for its approval.

5. MEETINGS

5.1 The quorum for a meeting of the Audit Committee is a majority of the members of the Audit Committee.

5.2 The Chair of the Audit Committee shall be responsible for leadership of the Audit Committee, including scheduling and presiding over meetings, preparing agendas, overseeing the preparation of briefing documents to circulate during the meetings as well as pre-meeting materials, and making regular reports to the Board. The Chair of the Audit Committee will also maintain regular liaison with the CEO, CFO, and the lead external audit partner.

5.3 The Audit Committee will meet in camera separately with each of the CEO and the CFO of the Company at least annually to review the financial affairs of the Company.

5.4 The Audit Committee will meet with the external auditor of the Company in camera at least once each year, at such time(s) as it deems appropriate, to review the external auditor's examination and report.

5.5 The external auditor must be given reasonable notice of, and has the right to appear before and to be heard at, each meeting of the Audit Committee.

5.6 Each of the Chair of the Audit Committee, members of the Audit Committee, Chair of the Board, external auditor, CEO, CFO or secretary shall be entitled to request that the Chair of the Audit Committee call a meeting which shall be held within 48 hours of receipt of such request to consider any matter that such individual believes should be brought to the attention of the Board or the shareholders.

6. REPORTS

6.1 The Audit Committee will report, at least annually, to the Board regarding the Audit Committee's examinations and recommendations.

6.2 The Audit Committee will report its activities to the Board to be incorporated as a part of the minutes of the Board meeting at which those activities are reported.

7. MINUTES

7.1 The Audit Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board.

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CERTIFICATE OF ANKH

Dated: February 28, 2024

The foregoing constitutes full, true and plain disclosure of all material facts relating to the securities of Ankh Capital Inc., assuming completion of the Qualifying Transaction.

“Roger Milad“ Roger Milad Chief Executive Officer and Chief Financial Officer

ON BEHALF OF THE BOARD OF DIRECTORS

“Barry Coughlan“ “Rick Skeith“ Barry Coughlan Rick Skeith Director Director

CERTIFICATE OF QUETZAL

Dated: February 28, 2024

The foregoing as it relates to Quetzal Copper Limited constitutes full, true and plain disclosure of all material facts relating to the securities Quetzal Copper Limited.

“Matthew Badiali“ “Dilshan Anthony“ Matthew Badiali Dilshan Anthony Chief Executive Officer Chief Financial Officer

ON BEHALF OF THE BOARD OF DIRECTORS

“Charles Funk“ Charles Funk Director

ACKNOWLEDGEMENT

“Personal Information” means any information about an identifiable individual, and includes information contained in any items in the attached filing statement that are analogous to Items 4.2, 11, 12.1, 15, 17.2, 18.2, 23, 24, 26, 31.3, 32, 33, 34, 35, 36, 37, 38, 40 and 41 of Form 3B2 of the Exchange, as applicable.

The undersigned acknowledges and agrees that it has obtained the express written consent of each individual related or connected to the undersigned to:

(a) the disclosure of Personal Information by the undersigned to the Exchange (as defined in Appendix 6B) pursuant to Form 3B2 of the Exchange; and
(b) the collection, use and disclosure of Personal Information by the Exchange for the purposes described in Appendix 6B or as otherwise identified by the Exchange, from time to time.

ANKH CAPITAL INC.

“Roger Milad” Roger Milad Chief Executive Officer

AI assistant

Silverco Mining — Regulatory Filings 2024

48054_rns_2024-02-28_21c3f67a-a82c-4d0a-a41f-31094b748252.pdf

FILING STATEMENT

OF

ANKH CAPITAL INC.

OF

QUETZAL COPPER LIMITED

TABLE OF CONTENTS

INFORMATION CONCERNING ANKH ...... 14

APPENDIX A – PROPERTY DISCLOSURE

APPENDIX B – FINANCIAL STATEMENTS AND MD&A OF ANKH

APPENDIX D – PRO FORMA FINANCIAL STATEMENTS OF THE RESULTING ISSUER

INFORMATION CONCERNING QUETZAL

APPENDIX E – AUDIT COMMITTEE CHARTER

CERTIFICATE OF ANKH

CERTIFICATE OF QUETZAL

INFORMATION CONCERNING THE

ABOUT THIS FILING STATEMENT

MEANING OF CERTAIN REFERENCES

FORWARD-LOOKING STATEMENTS

GLOSSARY OF TERMS

SUMMARY OF FILING STATEMENT

The Companies

Ankh

Ankh Subco

Quetzal

The Properties

The Transaction

Amalgamation

Quetzal Financing

Ankh Financing

Directors and Executive Officers

Arm’s Length Transaction

Available Funds and Principal Purposes

Selected Pro Forma Consolidated Financial Information

Exchange Listing and Market Price

Conflicts of Interest

Risk Factors

Conditional Acceptance of the Exchange

INFORMATION CONCERNING ANKH

Corporate Structure

Name and Incorporation

Intercorporate Relationships

General Development of the Business

Ankh Financing

The Transaction

Amalgamation

Bridge Loan

Quetzal Financing

Quetzal Shareholders’ Meeting

TSX Venture Conditional Acceptance

Selected Financial Information

Management’s Discussion and Analysis

Description of Securities

Stock Option Plan

Prior Sales

Finder’s Fee

Stock Exchange Price

Arm’s Length Transactions

Legal Proceedings

Auditor, Transfer Agent and Registrar

Material Contracts

INFORMATION CONCERNING QUETZAL

Corporate Structure

Name and Incorporation

Intercorporate Relationships

General Development of the Business

History

Property

The Big Kidd Property

The DOT Property

The Cristinas Property

Significant Acquisitions

Narrative Description of the Property

Selected Financial Information

Management’s Discussion and Analysis

Description of Securities

Consolidated Capitalization

Prior Sales

Silverco Mining Regulatory Filings 2024