Trempealeau County, Wisconsin, United States Blair Property: UTM: 635200 m E, 4909800 m N, Zone 15, NAD83 (Property Centre)

TECHNICAL REPORT, PROPERTY EXPANSION, INFRASTRUCTURE UPDATE AND 2019 INDICATED AND INFERRED RESOURCE ESTIMATES FOR SOURCE ENERGY SERVICES LTD.'S BLAIR SILICA SAND MINE, WISCONSIN, UNITED STATES

Prepared for: Source Energy Services Ltd. 500, 438 - 11 Avenue SE Calgary, AB Canada T2G 0Y4

Prepared by: APEX Geoscience Ltd. 1 110, 8429 – 24 Street Edmonton, AB Canada T6P 1L3

John T. Boyd Company 2 4000 Town Center Boulevard, Suite 300 Canonsburg, PA, United States 15317

D. Roy Eccles, M.Sc., P. Geol. 1 Robert J. Farmer, B.Sc., P. Eng. 2

Effective Date: 31 December 2019 Signing Date: 26 February 2020 Edmonton, Alberta, Canada

1	Summary	1
	1.1Issuer and Purpose	1
	1.2Authors	1
	1.3Property Location and Description	2
	1.4Agreements and Permits	2
	1.5Property and Silica Sand Mining Uncertainties	3
	1.6History	4
	1.7SES 2019 Exploration and Mine Infrastructure Updates	4
	1.8Qualified Person Site Inspection	5
	1.9Reasonable Prospects	6
	1.10Mineral Resource Estimation	6
2	Introduction	12
	2.1Issuer and Purpose	12
	2.2Authors and Site Inspection	12

	2.3Source of Information	14
	2.4Units of Measure	15
3	Reliance of Other Experts	16
4	Property Description and Location	16
	4.1Introduction to Source Energy Services Blair Property	16
	4.2Property Location	19
	4.3Nature and Extent of the Land Titles	19
	4.4Permitting and Environmental Approvals: Blair Property	22
	4.5Property and Silica Sand Mining Uncertainties	23
5	Accessibility, Climate, Local Resources, Infrastructure and Physiography	24
6	History	26
	6.1Historical Work on the Blair Property by Sand Products Wisconsin LLC	27
7	Geological Setting and Mineralization	27
	7.1Regional Geology	30
	7.1.1Cambrian Mount Simon Formation	30
	7.2Cambrian Eau Claire Formation	33
	7.2.1Cambrian Wonewoc Formation	33
	7.2.2Cambrian Jordan Formation	34
	7.2.3Pleistocene Surficial Geology	35
	7.2.4Depth to Groundwater	35
	7.3Property Geology	38
	7.4Mineralization	39
8	Deposit Types	42
9	Exploration	44
	9.1Downhole Geophysical Surveys	45
	9.2Geological Modelling	48
	9.3Density Measurements	48
10	Drilling	49
	10.1Historical (2012-2016) Drill Program Results	49
	10.2SES (2019) Drill Program Results	52
	10.3Gradation Analysis and Proppant Characterization Test Work	52

11Sample Preparation, Analyses and Security	54
11.1Sample Preparation	54
11.2Analytical Procedures	54
11.3Security and Laboratory Accreditations	55
11.4Quality Assurance -Quality Control	55
12Data Verification	58
13Mineral Processing and Metallurgical Testing	59
13.1Fracturing Proppant Sizes	59
13.2Krumbein Shape Factor: Sphericity and Roundness	60
13.3Acid Solubility	62
13.4Maximum Proppant Turbidity	62
13.5Maximum Crush Material	62
14Mineral Resource Estimates	63
14.1DataSummary	64
14.1.1Auger Drilling and Sand Sample Processing	64
14.1.2Data QA/QC	68
14.1.3MICROMINE Database and Validation	68
14.2Estimation Domain Definition	69
14.2.1Geological Interpretation and Modelling	69
14.2.2Block Model Parameters	71
14.2.3Volumetric Checks	72
14.3Grade Estimation	72
14.3.1Introduction	72
14.3.2Compositing	72
14.3.3Capping	74
14.3.4Variography	74
14.3.5Bulk Density	78
14.3.6Estimation Methodology	78
14.4Block Model Validation	78
14.4.1Visual Validation	78
14.4.2Statistical Validation	80
14.5Mineral Resource Estimate	82
14.5.1Definition of Mineral Resource	82
14.5.2Resource Classification Methodology	83
14.5.3Evaluation of Reasonable Prospects for Economic Extraction	85
14.5.4Cutoff	86
14.5.5Mineral Resource Reporting: 2019 Indicated and Inferred Blair Silica
Sand Resource Estimates	86
14.5.6Sensitivity Analysis	90
14.6Reconciliation of Material Differences	94
15Mineral Reserve Estimates	94
16Mining Methods	95
16.1Introduction	95
16.2Mining Operations	98
16.3Engineering and Planning	99
16.4Blair Facility Slurry Line	100

	16.5Opinion on the Mining Operations	100
17	Recovery Methods	102
18	Project Infrastructure	104
19	Market Studies and Contracts	104
	19.1Market Overview	104
	19.2Contracts	106
20	Environmental Studies, Permitting and Social or Community Impact	106
	20.1Permitting and Environmental Studies	106
	20.2Social and Community Plans	107
	20.3Mine Closure Requirements	107
21	Capital and Operating Costs	107
	21.1Capital Costs	107
	21.2OperatingCosts	108
22	Economic Analysis	108
23	Adjacent Properties	108
24	Other Relevant Data and Information	111
25	Interpretation and Conclusions	111
	25.1Exploration Summary	111
	25.22019 Indicated and Inferred Resource Summary	112
	25.3Other Considerations and Uncertainties	114
26	Recommendations	115
	26.1Infill Auger Testing of the Wonewoc Formation and its Overlying Material in
	Conjunction with Mine Planning	115
	26.2Downhole Log Responses to Define Subsurface Stratigraphy	116
	26.3Groundwater Monitoring Wells	117
	26.4Proppant Characterization Test Work.	118
	26.5Technical and Annual Reporting	118
27	References	119
28	Certificate of Author	126
	Appendix 1. Source Energy Services Blair Property Geotechnical Data	128

Tables

Table 1.1. The Blair 2019 Indicated Silica Sand Resource estimate9
Table 1.2. The Blair 2019 Inferred Silica Sand Resource estimate.10
Table 1.3. Estimated cost summary of 2019 exploration work recommendations11
Table 4.1. Permit descriptions and status for Source Energy Services Blair Property.17
Table 4.2. Blair Production Royalty schedule21
Table 7.1. Geologic column showing the lithostratigraphic units in Sauk County,
Wisconsin28
Table 7.2. Late Cambrian bedrock stratigraphic units in northwestern Wisconsin29
Table 9.1. Description of samples collected during the site inspection and analyzed for
bulk density.48
Table 10.1. Summary of the historical (2012-2016) drillhole programs conducted by
SPW at the Blair Property.51
Table 10.2. Summary of SES's 2019 drillhole program at the Blair Property.53

Table 13.1. Examples of the 20/40 fraction sieve analysis to ensure the proppant meetsISO specifications prior to proppant test work.	60
Table 13.2. Summary of proppant characterization test work conducted by SourceEnergy Services at the Blair Property	61
Table 14.1. Assigned 'gravel' and 'fines' sieve percentages that were applied to nonsample intervals.	65
Table 14.2. Summary of interval types used for the 2019 Blair Silica Sand ResourceEstimates.	65
Table 14.3. Summary statistics of raw size fractions analyses completed on samplescollected from the Wonewoc Formation.	67
Table 14.4. Blair Property block model size and extent	72
Table 14.5. Wireframe versus block-model volume comparison.	72
Table 14.6. Variogram model parameters of eachsize fraction estimated within the
Wonewoc Formation.	76
Table 14.7. The 2019 Indicated Blair Silica Sand Resource Estimates	87
Table 14.8. The 2019 Inferred Blair Silica Sand Resource Estimates	88
Table 14.9. Amount of waste material within the resource area that is either overburden
or block within the Wonewoc that did not meet the minimum cutoff.	90
Table 14.10. Example sensitivity analysis using the 20/40 fraction	92
Table 14.11. Sensitivity analysis using incrementally higher block cutoff percentages
until the indicated resource runs out within the Wonewoc Formation	93
Table 14.12. Sensitivity analysis using incrementally higher block cutoff percentages
until the inferred resource runs out within the Wonewoc Formation	93
Table 14.13. Property, data and estimation size comparison between the Blair Property
2018 and 2019 technical reports.	94
Table 16.1. 2017 and 2018 Run-of-Mine production at the Blair Mine.	95
Table 17.1. 2017 and 2018 Dry Plant and Wet Plant production at the Blair Mine.
Source: Source Energy Services Ltd	103
Table 23.1. Summary of silica sand operations in Trempealeau County	109
Table 26.1. Estimated cost summary of 2019 exploration work recommendations	116

Figures

Figure 2.1. General location of Source Energy Services Ltd.'s Blair, Preston and
Sumner properties in Wisconsin, United States.	13
Figure 4.1. Source Energy Services Blair Property comprised of 35 parcels	18
Figure 5.1. Regional access to the Blair Property.	25
Figure 7.1. Surface exposures of silica sand source units in the upper Midwest U.S.	31
Figure 7.2. Regional bedrock geology	32
Figure 7.3. Depth to bedrock (overburden thickness) in the Blair Property area.	36
Figure 7.4. Generalized water table elevation map	37
Figure 7.5. Photomicrograph of 20/40 fraction sand from a composite sample from
drillholes TB-1, TB-2 and TB-3 at the Blair Property.	40
Figure 7.6. Wisconsin grain size distributions	41
Figure 7.7. Summary of Blair Property gradation data.	42
Figure 9.1. West-East cross section across the Blair Property based on lithological and
geophysical interpretive results and the gradation analytical results	46

Figure 9.2. South-North cross section across the Blair Property based on lithological
and geophysical interpretive results and the gradation analytical results47
Figure 10.1. Auger drillhole locations at the Blair Property50
Figure 11.1. Gradation analytical results from semi-twinned drillholes TB-3 (2012) and
B19 (2019)56
Figure 11.2. Statistical assessment of the 20/40 and 40/70 fractions from the Blair
Property57
Figure 14.1. Plan view of the Property, the interpreted Wonewoc and overburden (OB)
wireframes, and the auger drillhole locations.66
Figure 14.2. Histograms of raw size fractions analyses completed on samples collected
from the Wonewoc Formation.67
Figure 14.3. Oblique view of the modelled formations: Wonewoc Formation and
overburden70
Figure 14.4. Histogram illustrating the distance from each block's centroid to the nearest
composite sample (NN, red line) and the distance between each drillholes
nearest neighbour (collars, blue line).71
Figure 14.5. Histogram of raw drillhole sample lengths within the Wonewoc.73
Figure 14.6. Histogram of composite sample lengths within the Wonewoc74
Figure 14.7. Probability plots of all composited size fractions analyses completed on
samples collected from the Wonewoc Formation75
Figure 14.8. Calculated and modelled semi-variograms (horizontal omnidirectional and
vertical) for selected Wonewoc Formation sand fractions.77
Figure 14.9. Cross-section along 4909500 m North between selected drillholes to show
an example of the 3-D geological model.79
Figure 14.10. Cross-section along 4909500 m North between selected drillholes to
show an example of the 3-D block model79
Figure 14.11. East-west swath plots comparing composite versus estimated size
fractions within the Wonewoc Formation80
Figure 14.12. North-south swath plots comparing composite versus estimated size
fractions within the Wonewoc Formation81
Figure 14.13. Vertical swath plots comparing composite versus estimated size fractions
within the Wonewoc Formation.81
Figure 14.14. Histograms of each size fraction comparing composite versus block
model distributions within the Wonewoc Formation.82
Figure 14.15. Plan view of Indicated and Inferred Resource classifications applied to the
Wonewoc Formation. Blank, or white, area signify no Wonewoc Formation
Resource84
Figure 14.16. Plan view of the tonnage of overburden overlaying the Blair 2019
Indicated and Inferred Resource.91
Figure 14.17. Histogram of the +70 mesh size fraction that is used to apply the cutoff on
the resource block model.92
Figure 16.1. Aerial photograph showing the Blair Property boundary and the area of the
Indicated and Inferred resource estimates.96
Figure 16.2. Aerial photograph showing theinfrastructure at the Blair Mine site97
Figure 23.1. Summary of active frac sand operations in Trempealeau County.110

1 Summary

1.1 Issuer and Purpose

This Technical Report was prepared by APEX Geoscience Ltd. ("APEX") and John T. Boyd Company for Source Energy Services Ltd. ("SES"), a company headquartered in Calgary, Alberta, Canada. With over a decade of frac sand supply and logistics experience, SES is an integrated supplier and distributor of high quality frac sand in Western Canada and the United States with services that cover the entire proppant supply and logistics chain.

SES currently owns and operates 3 silica sand mines and 8 trans-loading rail terminals. The mines are in the State of Wisconsin, U.S. and include the Sumner Mine in Barron County, and the Blair and Preston mines in Trempealeau County. The comprehensive rail distribution network is designed to deliver proppant to tight oil and gas exploration plays throughout the Western Canada Sedimentary Basin.

The Blair Property is the primary focus of this Technical Report with the primary objectives to present:

1. A materially announced Blair Property size increase of 154.65 ha to a present-day contiguous land position of 460.67 ha as a result of completion of operational earn-in requirements;
1. An overview of 2019 SES exploratory drilling to assess the targeted Cambrian Wonewoc Formation silica sand, particularly in the new Property area;
1. An update of the Blair Mine infrastructure that includes the implementation of an approximately 1.45 km long (0.9 mile) slurry pipeline that will transport wet-sand product from the Blair Mine site to the Blair Dry Processing Plant; and
1. 2019 Blair Indicated and Inferred Silica Sand Resource Estimates that replace and supersede the 2018 Blair Inferred Mineral Resource Estimate of Eccles et al. (2018).

The Blair 2019 Indicated and Inferred Silica Sand Resource estimates were prepared in accordance with the Canadian Securities Administration's ("CSA's") National Instrument 43-101 ("NI 43-101") and has been estimated using the Canadian Institute of Mining, Metallurgy and Petroleum ("CIM") Estimation of Mineral Resources and Mineral Reserves Best Practice Guidelines" dated November 29, 2019 and CIM Definition Standards for Mineral Resources and Mineral Reserves" adopted May 10, 2014.

1.2 Authors

This Technical Report was prepared by APEX Geoscience Ltd. and John T. Boyd Company for SES. Mr. Roy Eccles, M.Sc. P. Geol. of APEX Geoscience Ltd. supervised the preparation of, and is responsible for, the publication of this Technical Report and

Blair Silica Sand Resource Estimates. Mr. Robert Farmer, B.Sc., P. Eng. of J.T. Boyd Company prepared the 'mining sections' in this Technical Report (Sections 15 to 22).

Both authors are Qualified Persons as defined by the CSA's NI 43-101. Mr. Eccles has been involved in mineral exploration, and mineral resource modelling and estimations for greenfield and brownfield silica sand deposits and operations in western Canada and northeastern United States. Mr. Farmer is an experienced mining engineer with extensive knowledge in industrial and metallic mineral underground and surface mine design, production scheduling and financial modeling.

1.3 Property Location and Description

The Blair Property, which was acquired by SES from Sand Products Wisconsin LLC ("SPW") in April 2017, is located near the Town of Preston, Trempealeau County in westcentral Wisconsin. The Property is located about halfway between the cities of Whitehall, WI and Blair, WI and is transected by Highway 53. The Property consists of 35 contiguous parcels totalling 1,138.33 acres (460.67 hectares).

The Blair Property is being developed/assessed as a silica sand, or proppant, operation. The silica sand is used to prop open subsurface hydraulic fractures in horizontal wells, that in turn, enables tight oil and gas production. The Blair Property silica sand is hosted within the Cambrian Wonewoc Formation, which varies in thickness from 40 to 130 feet (12 to 39 m) and is principally medium to coarse grained quartzose sandstone. The Wonewoc Formation is overlain by very fine to fine grained sandstone, siltstone and mudstone of the Tunnel City Group, and thin and discontinuous Pleistocene surficial deposits (slightly gravelly sandy-loam till).

The Wonewoc Formation and other Cambrian-aged silica sand units in the midcontinental United States formed during a major transgressive event where shallow ocean currents formed a texturally graded shelf. The advanced level of textural maturity in Cambrian quartz grains is thought to be related to a long history of weathering that included wind and marine shoreface abrasion and chemical weathering that preferentially dissolved plagioclase and similarly unstable minerals.

1.4 Agreements and Permits

SES owns 100% of the Blair Property, which encompasses 35 parcels totalling 460.67 ha. Two agreements form the basis of the land titles for the Property: 1) Annexation Agreements with the City of Blair, WI; and 2) Mining Option and Lease Agreements;

The Annexation Agreements provide approval to engage in mining operations from Trempealeau County, subject to the Company meeting certain conditions imposed by Trempealeau County. Obligations of the Company include: compliance with State and Federal laws; annual Property tax payments; a Property value guarantee paid to all residential property owners; an annual payment of USD$0.25 cents per ton of nonmetallic minerals processed and shipped from the Property; and a minimum royalty

payment of USD$100,000 to be paid the year the construction commences on the annexed property and the first year thereafter.

A reclamation plan was devised and approved by the City; the plan is consistent with the terms of Chapter 295 of the Wisconsin Statutes, N.R. 135 of the Wisconsin Administrative Code, and Chapter 52 of the City Code of Ordinances for the City of Blair. The Property is currently used for agricultural purposes and the Property owners desire to continue to use any part of the Property that is not actively involved in Mining Operations for that purpose.

The Mining Option and Lease Agreement bind a formal agreement between the Property holders in the eastern portion of the Property and SES. The agreement permits the Company exclusive rights to mine in, on and under the Property, which includes, without limitation, entering upon exploring, drilling, developing, surface or open pit or strip mining, auger mining, or, mining sand by any other method (whether now or hereafter known), using all water rights appurtenant to the Property, and producing, processing, drying, removing, loading, transporting, and marketing sand from the Property for the Company's own account (collectively the Sand Rights). The Mining Option and Lease Agreement is for a term of 10 years, beginning on the commencement date, and shall automatically be extended for two additional 10-year terms so long as no less than the Minimum Production Royalty is paid. The Production Royalty stipulates that the Company pay for any sand originating from and removed from the Property according to a Production Royalty Schedule.

In 2019, a material change occurred to the western part of the Property as the timely completion of operational earn-in requirements increased the disclosed Property size from 25 to 35 contiguous parcels. The Purchase and Royalty Agreements on the western portion of the Property included lands that were sold to SPW (and subsequently transferred to SES) subject to royalty rights in conjunction with removal and sale of sand from the Property (typically USD$0.10/ton).

Trempealeau County, and Wisconsin State permits include: Conditional Use Permit; Non-metallic Mining Reclamation Ordinance; Air Pollution Control Permit; Non-metallic Mining Operations General Permit; and High Capacity Well Permit. There are no federal permits required. With respect to environmental work, an Endangered Resource Review was conducted prior to the issuance of the permits by the Wisconsin Department of Natural Resources. There are no other significant factors or risks that may affect the access, land title, or the right or ability to perform work on the Blair Property.

1.5 Property and Silica Sand Mining Uncertainties

Like most mineral commodities, exploration and development of silica sand involves a high degree of risk. SES's mining, processing and production facilities, its logistics operations and any future properties it develops or may acquire in the future are and will be subject to risks normally encountered in the frac sand industry.

Selected risks could include: changes in the price and marketability of silica sand; availability of transportation; changes in laws and/or regulations associated with the oil and natural gas industries; changes in environmental policy; unanticipated physical impacts of climate; and/or the inability of Source's customers or distribution partners to take delivery.

1.6 History

Historically, SPW completed 2012, 2013, 2015 and 2016 auger drill programs that collectively drilled 12-holes totalling 1,318 feet (142 m). Third-party consulting companies Short Elliott Hendrickson Inc. and Summit Envirosolutions Inc. conducted the drilling using truck-mounted air rotary auger rigs to drill vertical (-90º) auger holes at zero orientation. The consultants also completed lithological logging and sampling of the auger returns, particle size/gradation analysis and ISO/API proppant quality test work. Previous Inferred Silica Sand Resource Estimates at the Blair Property were conducted using subsurface information and analytical data from these historical programs (Eccles et al., 2017, 2018), which are now replaced and superseded by the resources presented in this Technical Report.

As a result of the historical drill programs and analytical test work, SPW developed mine infrastructure at the Blair Property that includes: 1) open pit excavations on the west side of Highway 53; 2) a wet-processing plant, which is located directly north of the open pit; 3) a dry-processing plant located on the east side of Highway 53; and 4) a rail loading terminal and rail spur consisting of 5.2 miles (8.4 km) of additional track.

SPW conducted operational testing of the mine infrastructure – when on April 18, 2017 – SES acquired 100% of the shares of SPW and its corresponding Blair Mine and Property. SES initiated mining and processing operations at the Blair Mine in June 2017. From June 2017 to November 2019, the mining operations produced approximately 3.82 million short tons (approximately 3.47 million metric tonnes) of run-of-mine sand (SES, personal communications, 2018).

1.7 SES 2019 Exploration and Mine Infrastructure Updates

In 2019 and as part of this Technical Report, SES expanded the Blair land position by adding 10 parcels totalling 154.65 ha. The 10 additional land parcels were originally acquired as part of the 2017 acquisition of SPW, but SES had yet to assess the western land position for its Wonewoc Formation silica sand content. The inclusion of the 10 parcels increases SES's total Blair Property land position to 460.67 ha (35 contiguous land parcels) that are 100% owned by SES.

In 2019, SES conducted a 15-hole auger drill program and downhole geophysical surveys to test the subsurface Wonewoc Formation silica sand underlying the Property. The drilling was completed by Barr Engineering Company of Minneapolis, MN using a truck-mounted air rotary auger rig. Fifteen holes were drilled totalling 1,909.91 feet (582.14 m). The holes were drilled vertically (-90º) at zero orientation.

One drillhole, B19, was drilled as a near the historical drillhole TB-2 (drilled in 2012) and permitted a Quality Control review of gradation data between the historical and current drillhole data. The remaining drillholes were used to test the 10 'new' land parcels in the western part of the Property. Of these, 4 drillholes were collared adjacent to the Blair Property such that 11 of the 15 drillholes occur within the boundaries of the Property; these 11 drillholes penetrated true vertical widths of 1,404.95 feet (428.23 m). Of the 1,404.95 feet (428.23 m) of drilling, the 2019 drill program intersected 975.0 feet (297.2 m) of Wonewoc Formation sandstone. Grain size particle distribution analysis on 5-foot (1.5 m) intersections of all Wonewoc Formation auger cuttings were completed by FracTAL LLC of St. Paul, MN.

Century Wireline Services Corp. conducted downhole natural gamma, conductivity and resistivity surveys on all 2019 drillholes (n=15), which provided information on the lithology, porosity and proportion of fine particles within the Wonewoc Formation.

Collective assessment of the drill logs, gradation analytical results and electronic wireline logs enabled the authors to create robust lateral and vertical cross-sections of the Wonewoc Formation at the Blair Property. This increased the confidence level of the 3-D geological model created for resource assessment.

SES also upgraded its mine infrastructure in 2019. Significantly, SES completed the 0.86-mile-long (1.4 km) Blair Facility Slurry Line to transport wet-sand product from the Blair Mine site and Wet Processing Plant eastward to the Blair Dry Processing Plant and Rail Loading Terminal. The pipeline was designed to minimize truck hauling across Highway 53. Hence the slurry line transports sand slurry from the Wet Plant underneath Highway 53 and the Trempealeau River to the Dry Plant. As of May 2019, the Blair Facility Slurry Line is 100% operational with a current capacity of 350 tons per hour (approximately 318 tonnes/hour, which is roughly equivalent to continually running 18 haul trucks over a 12-hour period (Source Energy Services Ltd., pers. comm., 2019).

1.8 Qualified Person Site Inspection

The latest personal site inspection was conducted by the senior author on November 6, 2018. The site visit included inspection of: 1) areas of mine/resource depletion, 2) the current open pit mine face and discussion of the future mine plan direction; 3) the Blair Facility Slurry Line (Wet Plant portal); and 4) the area of the expanded land parcels, which extend the Blair Property westward.

Robert J. Farmer, P. Eng., of John T. Boyd Company was commissioned by SES to prepare the 'mining sections' of this Technical Report (Sections 16 to 22) and conducted a site inspection of the Blair Mine and facilities on December 5, 2017. The current methods of mining, and equipment size and selection are technically sound, reasonable and achievable for their intended purpose if there are no unforeseen geological anomalies encountered, catastrophic failure of major mining equipment, and the mining operation continuing to retain good management and technical/operating staff.

1.9 Reasonable Prospects

Proppant characterization test work results show that the Wonewoc Formation silica sand from the Blair Property meets the recommendations set forth in International Standards ISO 13503-2:2006/Amd.1:2009E for sieve size fractions, sphericity, roundness, acid solubility, turbidity and crush classification. Accordingly, the proppant test work results show that the Wonewoc Formation silica sand from the Blair Property has reasonable prospect of economic extraction.

SES reported a positive Gross Margin for frac sand sales from their Wisconsin operations – including sand from the Blair Mine – in their Management Discussion and Analysis for the year ended December 31, 2018 and for the first 3-months of 2019 (available on SEDAR). The Company also reported they had entered into multi-year agreements with major oil and gas companies in the Western Canada Sedimentary Basin to support development of their Duvernay and Montney projects.

Based on the thickness, continuity and quality of the Wonewoc Sand at the Blair Property, and the forecasted marketability of Wisconsin sand in conjunction with Western Canada Sedimentary Basin contracts, the senior author concludes that SES's Blair Property has continued reasonable prospects for economic extraction.

1.10 Mineral Resource Estimation

Mineral resource modelling and estimation was carried out using a three-dimensional block model based on geostatistical applications using commercial mine planning software MICROMINE (v14.0.6). The 2019 resource estimation statistical analysis and block modeling in Section 14 was completed by Mr. W. Black, P. Geo., under the direct supervision of and Mr. R. Eccles, P. Geol., who is a Qualified Person and accepts responsibility of the resource estimate. The Blair 2019 Indicated and Inferred Silica Sand Resource is reported in accordance with the CSA's NI 43-101 and is estimated using the CIM Estimation of Mineral Resources and Mineral Reserves Best Practice Guidelines (2003) and CIM Definition Standards for Mineral Resources and Mineral Reserves (2014).

The Blair 2019 Indicated and Inferred Silica Sand Resource estimates has been estimated within 3-D solids that were created from cross sectional interpretation based on lithological results of the historical and 2019 drill programs (n=27 drillholes including 4 drillholes that are just outside of the southwest portion of the Blair Property). Drill spacing varies from 180 feet (55 m) to 1,463 feet (446 m) with the median drillhole spacing of 823 feet (251 m).

Three dimensional geological models were created, in which the following stratigraphic horizons were wireframed in the interpretation process: 1) the Wonewoc Formation (the focus of this resource estimate); and 2) a thin veneer of Pleistocene surficial deposits and Tunnel City Group overlying the Wonewoc Formation.

The Blair Silica Sand Resources are hosted 'only' within the Wonewoc Formation. The upper contact of Wonewoc Formation is either in contact with the overlying Tunnel City Group or Pleistocene surficial deposits or has been cut by the topography surface using a combination of 3.3 feet (one metre) resolution LiDar and STRM data. The narrow horizon of the Tunnel City Group and/or Pleistocene surficial material was examined only to calculate the volumes/tonnages of waste material overlying the Wonewoc Formation.

The thickness of the Wonewoc intersections varied from 40 feet (12.2 m) to 129 feet (39.3 m) and averaged 88 feet (26.7 m). Most of the auger holes failed to penetrate the entire sequence of the Wonewoc Formation (i.e., the contact with the underlying Eau Claire Formation). Consequently, the interpretation was confined to the base of each of the auger drillhole or the lower interpretative cut-off of the +70-sand fraction being greater than 60% in abundance. The interpretation was also clipped to the Blair Property boundaries and to a LiDar-generated topographic surface.

Drill spacing varies from 180 feet (55 m) to 1,463 feet (446 m) with the median drillhole spacing of 823 feet (251 m). The drillhole sample width analysis showed that the drillhole samples ranged from 3 feet (0.91 m) to 46 feet (14 m) in length with the dominate length of 5 feet (1.52 m). A composite length of 6.6 feet (2 m) was selected as it provides adequate resolution for mining purposes and is equal to, or larger in length than 85.43% of the drillhole samples.

As silica sand is an industrial mineral, there was no 'commodity grade' sensu stricto to estimate; however, the particle size/gradation analyses were used and estimated across the resource area. The estimation file comprised of 373 Wonewoc Formation particle size/gradation analyses and 16 simulated non-sample analyses that were generated using a methodology that would not cause over-estimation in the resource calculations.

Variography was performed on all nine size fractions (+16, 20, 30, 40, 50, 70, 100 and 200 mesh, and 'Pan' or -200 mesh). As expected, all the variogram's displayed the greatest range of continuity in the orientation of the stratigraphy. The +20 mesh and Pan fractions exhibited a larger range of continuity compared to all other size fractions. Based on the data spacing and the detail of the 3-D geological models, a block model with a block size of 65.6 feet x 65.6 feet (20 m x 20 m) in the horizontal directions and 6.6 feet (2 m) in the vertical direction is generated. The final block model is 8,596 feet (2,620 m) long in the east-west direction, 7,152 feet (2,180 m) long in the north-south direction and 230 feet (70 m) deep.

Ordinary Kriging (OK) was used to estimate the size fraction values at each parent block that lies within the Wonewoc wireframe. Blocks are conditioned using only composites within Wonewoc Formation.

A nominal loose sand bulk density of 1.55 g/cm3 was applied to all blocks, which was based on 11 representative density samples of bulk Wonewoc Formation from the Blair Property (Eccles et al., 2017, 2018). This value was selected for use in the resource

modelling because it is representative of the bulk Wonewoc material being mined. A bulk density value of 1.37 g/cm3 was used for the Pleistocene surficial deposits (overburden; from Eccles et al., 2015).

The authors have used a lower cutoff that is consistent with the mining method used by SES at their Wisconsin mines. The Blair estimation of the individual sieve size fractions was completed and reported using a cutoff of the +70 sand fractions being greater than 60%.

The Mineral Resource estimate presented in this Technical Report is classified as 'Indicated' and 'Inferred' Mineral Resources according to the CIM definition standards, and are based on geological confidence, data quality and grade continuity.

Using a lower cutoff of the +70 sand fractions being greater than 60% in total abundance, this Blair 2019 Indicated and Inferred Silica Sand Resource estimates predicts total (i.e., global) resources of:

41.3 million short tons (37.4 million metric tonnes) of silica sand of Indicated classification is present at the Blair Property (Table 1.1); and
17.6 million short tons (15.9 million metric tonnes) of silica sand of Inferred classification is present at the Blair Property (Table 1.2).

Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no guarantee that all or any part of the mineral resource will be converted into a mineral reserve. These Indicated and Inferred resource estimations represent the main Blair Resources, which is also presented in selected proppant size fraction distributions of 20/40, 30/50, 40/70, 50/100, 50/200 and 50/140 mesh sands, with estimated tonnages provided for the individual fractions (Tables 1.1 and 1.2).

Waste material within the resource consist of either overburden or blocks within the resource estimate that are less than or equal to the cutoff of +70 sand fractions being greater than 60% in total abundance. The tonnages of each type of waste material are as follows:

Overburden: 16.1 million short tons (14.6 million metric tonnes); and
Wonewoc Formation blocks that are below cutoff: 8.9 million short tons (8.1 million metric tonnes).

The overburden, which is typically composed of gravelly sandy-loam till, is a 'legitimate' waste rock and must be removed in advance of open pit mining. The Wonewoc Formation blocks that do not satisfy the cutoff, however, are not truly waste rock sensu stricto because the mining process could not selectively remove those individual, random Wonewoc blocks from the run-of-mine blast and shovel mining method.

Table 1.1. The Blair 2019 Indicated Silica Sand Resource estimate. The total (global) Indicated Resource volume and tonnage is highlighted in grey. The Table also presents selected proppant size distributions of 20/40, 30/50, 40/70, 50/100, 50/200 and 50/140 (for the west parcels only) mesh fractions.

		Volume(m3)	Tonnes(1000 kg)	Tons(907.2 kg)
Classification	Size Fraction		Wonewoc
	20/40	8,560,000	13,260,000	14,620,000
	30/50	11,370,000	17,630,000	19,430,000
Indicated	40/70	10,150,000	15,740,000	17,350,000
	50/100	7,040,000	10,910,000	12,030,000
	50/200	9,800,000	15,200,000	16,750,000
	150/140	4,200,000	6,510,000	7,180,000

	IndicatedTotal	24,160,000	37,450,000	41,280,000

1 The 50/140 fraction was calculated for the western portion of the Blair Property.

Note 1: Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no guarantee that all or any part of the mineral resource will be converted into a mineral reserve. The estimate of mineral resources may be materially affected by geology, environment, permitting, legal, title, taxation, socio-political, marketing or other relevant issues.
Note 2: The weights are reported in metric tonnes (1,000 kg or 2,204.6 lbs.) and United States short tons (2,000 lbs or 907.2 kg).
Note 3: Numbers may not add up due to rounding of the resource values percentages (rounded to the nearest 100,000 unit).
Note 4: The 'Total' volume and weights are estimated on a global basis and represent the main Blair 2019 Indicated Silica Sand Resource.
Note 5: The product size fractions overlap and are not cumulative.
Note 6: The Blair estimation of the individual sieve size fractions was completed and reported using a cutoff of the +70 sand fractions being greater than 60%.
Note 7: Densities used: Wonewoc Formation (1.55 g/cm3 ; this study; n=11 analyses); Surficial deposits (1.37 g/cm3 ; from Eccles et al., 2015). Bulk densities are utilized to convert volume (cubic metres) to tonnages.

Table 1.2. The Blair 2019 Inferred Silica Sand Resource estimate. The total (global) Inferred Resource volume and tonnage is highlighted in grey. The Table also presents selected proppant size distributions of 20/40, 30/50, 40/70, 50/100, 50/200 and 50/140 (for the west parcels only) mesh fractions.

		Volume(m3)	Tonnes(1000 kg)	Tons(907.2 kg)
Classification	Size Fraction		Wonewoc
	20/40	3,860,000	5,980,000	6,590,000
	30/50	4,960,000	7,680,000	8,470,000
	40/70	4,210,000	6,500,000	7,190,000
Inferred	50/100	2,800,000	4,340,000	4,790,000
	50/200	3,950,000	6,130,000	6,750,000
	150/140	1,230,000	1,900,000	2,090,000

	InferredTotal	10,300,000	15,900,000	17,600,000

1 The 50/140 fraction was calculated for the western portion of the Blair Property.

Note 1: Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no guarantee that all or any part of the mineral resource will be converted into a mineral reserve. The estimate of mineral resources may be materially affected by geology, environment, permitting, legal, title, taxation, socio-political, marketing or other relevant issues.
Note 2: The weights are reported in metric tonnes (1,000 kg or 2,204.6 lbs.) and United States short tons (2,000 lbs or 907.2 kg).
Note 3: Numbers may not add up due to rounding of the resource values percentages (rounded to the nearest 100,000 unit).
Note 4: The 'Total' volume and weights are estimated on a global basis and represent the main Blair 2019 Inferred Silica Sand Resource.
Note 5: The product size fractions overlap and are not cumulative.
Note 6: The Blair estimation of the individual sieve size fractions was completed and reported using a cutoff of the +70 sand fractions being greater than 60%.
Note 7: Densities used: Wonewoc Formation (1.55 g/cm3 ; this study; n=11 analyses); Surficial deposits (1.37 g/cm3 ; from Eccles et al., 2015). Bulk densities are utilized to convert volume (cubic metres) to tonnages.

The collective work outlined in this Technical Report including: SES's technical applications knowledge; current capacity levels for production, processing and transportation of proppant throughout North America; positive Blair 2019 Indicated and Inferred Silica Sand Resource estimations; market size and applicability; and high-quality (ISO 13503-2:2006/Amd.1:2009E compliant) proppant; supports the conclusion that the Wonewoc silica (frac) sand at Blair is a Property of merit and warrants further exploration.

The authors of this Technical Report recommend that SES consider future 2019-2020 exploration work at the Property, including: infill and exploration auger drilling; downhole resistivity surveys; groundwater monitoring; proppant characterization work; and Technical and Annual Reporting reflective of any material change. The collective estimated cost of this 2019 work recommendation, including a 10% contingency on the exploration work, is CDN$715,000 (USD$529,100; Table 1.3).

Table 1.3. Estimated cost summary of 2019 exploration work recommendations at Source Energy Services Ltd.'s Blair Property.

		Cost	Estimate
Item	Description	CDN$	USD$
Infill drilling in conjunctionwith mine planning	3,000 feet (900 m) of infill drilling to further definethe Wonewoc Formation and the overlying wastematerial in conjunction with mine planning.	$375,000	$277,500
Downhole electrical wirelinelogging	Downhole geophysical surveying for subsurfaceexploration and characterization	$60,000	$44,400
Proppant characterizationtest work	Test work conducted at an independent ISO13503-2 certified laboratory to define the overallquality of the Wonewoc Formation	$25,000	$18,500
Groundwater modelling	Drill and develop groundwater monitoring wells tomonitor the groundwater table and conditions onthe Property	$150,000	$111,000
Technical and AnnualReporting	Update the Blair resource annually in conjunctionwith conventional mine depletion.	$40,000	$29,600
	Sub-total10% contingencyTotal Cost Estimate	$650,000$65,000$715,000	$481,000$48,100$529,100

Currency converted using a conversion of 1 CDN dollar equals 0.74 USD dollar (6 May 2019)

2 Introduction

2.1 Issuer and Purpose

This Technical Report was prepared by APEX Geoscience Ltd. ("APEX") and John T. Boyd Company ("BOYD") for Source Energy Services Ltd. ("SES"), a company headquartered in Calgary, Alberta, Canada. SES currently owns and operates 3 silica sand mines and 8 trans-loading rail terminals. The mines are in the State of Wisconsin, U.S. and include the Sumner Mine in Barron County, and the Blair and Preston mines in Trempealeau County (Figure 2.1). The rail distribution network is designed to deliver proppant to tight oil and gas exploration plays in the Western Canada Sedimentary Basin.

The subject of the Technical Report is the Blair Property ("Blair Mine", or the "Property"), which was acquired by SES in April 2017. The Property is located near the Town of Preston, Trempealeau County in west-central Wisconsin (Figure 2.1). The Blair Property includes 35 parcels totalling 1,138.33 acres (460.67 hectares), of which SES owns 100% interest. The parcels range in size from 0.05 acres to 73.68 acres. The Blair Property is being mined and/or assessed by SES for its silica sand, or 'frac sand', or 'proppant', potential. Frac sand is used to harvest vast amounts of formerly inaccessible hydrocarbon through a hydraulic fracking process that liberates tight gas and petroleum. The most common proppant used to prop open the hydraulic fracture is a specific type of silica sand that is durable, rounded and has crush-resistant properties.

The intent of this Technical Report is to provide an update of material events at the Property that include:

1. An expansion in the overall size of the Blair Property area;
1. A 2019 exploratory drill program as conducted by SES;
1. Mining infrastructure development; and
1. 2019 Indicated and Inferred Mineral Resource Estimates that replace and supersede the Inferred Mineral Resource estimate of Eccles et al. (2018).

The Technical Report has been prepared is in accordance with the Canadian Securities Administration's ("CSA's") National Instrument 43-101 ("NI 43-101") with the mineral resource being estimated using the Canadian Institute of Mining, Metallurgy and Petroleum ("CIM") Estimation of Mineral Resources and Mineral Reserves Best Practice Guidelines (2003) and CIM Definition Standards for Mineral Resources and Mineral Reserves (2014).

2.2 Authors and Site Inspection

The authors include Roy Eccles of APEX, and Robert J. Farmer of BOYD. The authors are independent of SES and are Qualified Persons as defined by the CSA's NI 43-101.

Mr. Eccles, M.Sc. P. Geol., of APEX supervised the preparation of, and is responsible for the publication of this Technical Report and the Blair 2019 Indicated and Inferred Silica Sand Resource estimates. Mr. Eccles is a Professional Geologist with the Association of Professional Engineers and Geoscientists of Alberta (APEGA) and has worked as a geologist for more than 25 years since his graduation from University. Mr. Eccles has been involved in all aspects of mineral exploration and mineral resource estimations for metallic and industrial mineral projects and deposits in North America, including silica (frac) sand exploration, valuation and resource estimations in Alberta, Canada and Wisconsin, United States.

On November 6, 2018, Mr. Eccles conducted a Qualified Professional site inspection. The site visit included: 1) an open pit inspection of excavated portions of the Blair Property and future mine-phase plans; 2) mine infrastructure development including a slurry pipeline portal to transport processed wet-sand to the Dry Processing Plant; and 3) stepping on to newly disclosed land parcels in the westernmost part of the Property.

The resource estimation statistical analysis, three-dimensional modelling, block modelling and resource estimations were prepared by Mr. Warren Black P. Geo. of APEX (under the direct supervision of Mr. Eccles, P. Geol.). Mr. Black is APEX' geostatistical specialist. Mr. Eccles takes responsibility for the resource estimation presented in this Technical Report.

Mr. Farmer, B.Sc., P. Eng. of BOYD prepared the 'mining sections' in this Technical Report (Sections 16 to 22). Mr. Farmer is an experienced mining engineer with extensive knowledge in industrial and metallic mineral underground and surface mine design, production scheduling and financial modeling. Mr. Farmer conducted a site inspection of the Blair Mine and facilities on December 5th, 2017. Contributions to this Technical Report are based on Mr. Farmer's: 1) inspection of the Blair operations and facilities; 2) dialogue with and information requested/provided by SES; and 3) background and knowledge of frac sand mining operations throughout the U.S.

2.3 Source of Information

This Report is a compilation of proprietary and publicly available information and uses information from previous SES Blair Property Technical Reports (Eccles et al., 2017, 2018). References in this Technical Report are made to publicly available reports that were written prior to implementation of NI 43-101, including government geological publications that are available through the Wisconsin Geological and Natural History Survey. These reports are cited in Section 27, References.

Government reports include those that depict the bedrock stratigraphy and proppant potential of Wisconsin (e.g., Thiel, 1957; Ostrom, 1966, 1967, 1971, 1987; Austin, 1969, 1970; Ostrom et al., 1970; Odom, 1975, 1978; Johnson, 1986; Mudrey et al., 1982, 1987; Clayton and Attig, 1990; Mossler, 2008; Wisconsin Department of Natural Resources, 2011, 2012; Brown, 2012, 2014; U.S. Geological Survey, 1991–2014; Benson and Wilson, 2015). Miscellaneous Journal articles and company news releases were used to corroborate the stratigraphy and Wisconsin frac sand potential, and to reference historical

mineral exploration work in the general Blair Property area (e.g., Dott et al., 1986; Runkel, 1994; Dott, 2003; Syverson and Colgan, 2004; Runkel, 2007; Beckwith, 2011; Runkel and Steenberg, 2012; Runkel et al., 2012; SES, 2013, 2014; Gulbranson et al., 2015).

The senior author of this Technical Report has reviewed all government and miscellaneous reports. Government reports and Journal papers were prepared by a person, or persons, holding post-secondary geology or related degrees. Based on review of these documents and/or information, the senior author has deemed that these reports and information, to the best of his knowledge, are valid contributions to this Technical Report, and therefore takes ownership of the ideas and values as they pertain to the current Technical Report.

Geochemical and geotechnical data presented in this Technical Report were analyzed at: Short Elliott Hendrickson Inc. ("SEH"; Chippewa Falls, WI); Summit Envirosolutions Inc. ("Summit"; St. Paul, MN); FracTAL LLC ("FracTAL"; Saint Paul, MN and a subsidiary of Summit); PropTester Inc, ("PropTester"; Cypress, Texas); Barr Engineering Company ("Barr Engineering"; Minneapolis, MN); Century Wireline Services Corp. ("Century Wireline"; Tulsa, OK); and Stim-Lab Inc. ("Stim-Lab"; Duncan, OK). These laboratories are independent laboratories that include certified Professional Engineers, cite recognized ASTM specifications and are accredited to ISO 17025:2005 in North America offering all ISO 13503-2, ISO13503-5, API RP19C, and API RP56 tests for sand, resin-coated sand, and engineered ceramic proppants. The senior author has reviewed the geotechnical and geochemical data and found no significant issues or inconsistencies that would cause one to question the validity of the data.

2.4 Units of Measure

With respect to units of measure, unless otherwise stated, this Report uses:

Abbreviated shorthand consistent with the International System of Units (International Bureau of Weights and Measures, 2006);
Distance and 'small' weights are presented in both imperial (and metric) units;
'Bulk' weight in both United States short tons (2,000 lbs or 907.2 kg) and metric tonnes (1,000 kg or 2,204.6 lbs.);
Geographic coordinates that are projected in the Universal Transverse Mercator ("UTM") system relative to Zone 15 of the North American Datum ("NAD") 1983;
Density is grams/cubic centimetre (g/cm3 );
Standard specification for test sieves as outlined in American Society of the International Association for Testing and Materials ("ASTM") E11 (ASTM, 1995) and proppant test work follows the specifications of ISO 13503-2:2006/ Amd.1:2009E (International Standards, 2009); and
Currency in Canadian dollars ("CDN$") unless otherwise specified.

3 Reliance of Other Experts

The authors are not qualified to provide an opinion or comment on issues related to legal agreements, royalties, permitting and environmental matters. Accordingly, the authors of this Technical Report disclaim portions of this Technical Report, particularly in Section 4. This limited disclaimer of responsibility includes the following.

Acquisition of Sand Products Wisconsin LLC ("SPW") assets by SES including lands, infrastructure, agreements, leases, royalties, etc. (Section 4.1), the QP's incorporate and rely on information communicated verbally by SES (and their legal firm, Stikeman Elliott LLP of Calgary, AB) during the preparation of the report.
The QP's relied partially on background information and details regarding the Nature and Extent of the Land Titles (Section 4.2). This information was communicated verbally by SES during the preparation of the report. Copies of land owner agreements pertaining to disclosure of the western part of the Property were provided by Mr. Ray Zavery of SES on 22 March 2019. The QP's have not attempted to verify the legal status of the Blair Property. Trempealeau County, WI Land Records Department (http://www.tremplocounty.com/tchome/landrecords/) show that the SES Blair Property parcels are active and in good standing as of 31 December 2019.
The QP's relied exclusively on documents provided by SES regarding permitting and environmental status of the Property (Section 4.3). Two agreements form the basis of the land titles for Blair Property: 1) an Annexation Agreement with the City of Blair, WI (approved 27 March 2014); and 2) a Mining Option and Lease Agreement (signed on 28 January 2012 between the Company and the Property holders). The authors also rely on a Phase I Environmental Site Assessment conducted by Environmental Professionals (Johnson and Romens, 2017).

4 Property Description and Location

4.1 Introduction to Source Energy Services Blair Property

The Blair Property includes 35 contiguous parcels totalling 460.67 ha (1,138.33 acres; Table 4.1; Figure 4.1). The parcels range in size from 0.05 acres to 73.68 acres (Note: 40 acres represents a quarter-quarter section). For clarity within this Property Section, the Blair Property land package is separated into two groupings: 'East' and 'West' subproperties as grouped by their date of material release by SES and the underlying ownership detail as described in the text that follows.

The East sub-property, which is defined by 25 parcels totalling 306.02 ha (756.19 acres; Table 4.1; Figure 4.1), was acquired by SES on April 18, 2017 as part of their original Purchase and Sales Agreement to acquire SPW. The ownership and leases of the Blair East sub-property includes a coalition group of private (deeded) land owners entitled the Highway 53 Group LLC. The coalition group executed a Mining Option and Lease Agreement with SPW with an effective date of November 28, 2012. The Mining Option and Lease Agreement was transferred to SES as part of the 2017 acquisition.

Table 4.1. Permit descriptions and status for Source Energy Services Blair Property.

A) East sub-property

		Public Land Survey System
		(township-range-section-quarter	Area	Area
No.	Parcel #	section-quarter quarter section)	(acres)	(hectares)	Private (deeded) land owner
1	206005700000	T21N-R7W-S6-NW-SW	8.98	3.63	Thompsand Farms LLC
2	206005700001	T21N-R7W-S6-NW-NW	0.05	0.02	Thompsand Farms LLC
3	206005710000	T21N-R7W-S6-SW-NE	4.27	1.73	Thompsand Farms LLC
4	206005740000	T21N-R7W-S6-SW-NW	36.60	14.81	Thompsand Farms LLC
5	206005750000	T21N-R7W-S6-SW-SW	41.52	16.80	Thompsand Farms LLC
6	206005760000	T21N-R7W-S6-SW-SE	33.84	13.69	Thompsand Farms LLC
7	206005800000	T21N-R8W-S1-NE-NE	32.08	12.98	Kulig Estenson, Kimarie Lynn
8	206005810000	T21N-R8W-S1-NE-NE	9.68	3.92	Thompsand Farms LLC
9	206005820000	T21N-R8W-S1-NE-NW,NE	26.76	10.83	Kulig, Kevin J & Tanya M
10	206005830000	T21N-R8W-S1-NE-NW	32.47	13.14	Kulig Estenson, Kimarie Lynn
11	206005840000	T21N-R8W-S1-NE-SW	39.35	15.92	Osgood Family LLP
12	206005850000	T21N-R8W-S1-NE-SE	39.36	15.93	Osgood Family LLP
13	206005860000	T21N-R8W-S1-NW-NE	52.23	21.14	Kulig Estenson, Kimarie Lynn
14	206005870000	T21N-R8W-S1-NW-NW	51.87	20.99	Jones Revocable Trust, Richard Y & H
15	206005880000	T21N-R8W-S1-NW-SW	37.21	15.06	Pederson, Kermit E & Sharon J
16	206005890000	T21N-R8W-S1-NW-SW	2.58	1.04	Sand Products Wisconsin LLC
17	206005900000	T21N-R8W-S1-NW-SE	39.62	16.03	Osgood Family LLP
18	206005910000	T21N-R8W-S1-SW-NE	40.27	16.29	Osgood Family LLP
19	206005920000	T21N-R8W-S1-SW-NW	39.87	16.13	Pederson, Kermit E & Sharon J
20	206005930000	T21N-R8W-S1-SW-SW	9.91	4.01	Pederson, Kermit E & Sharon J
21	206005940000	T21N-R8W-S1-SW-SE	39.76	16.09	Kindschy, Eugene W & Tammy
22	206005950000	T21N-R8W-S1-SE-NE,NW	41.78	16.91	Kindschy, Eugene W & Tammy
23	206005970000	T21N-R8W-S1-SE-NW,SW	3.08	1.25	Kindschy, Eugene W & Tammy
24	206005980000	T21N-R8W-S1-SE-NW,SW,NE	73.68	29.82	Green Acre Investments LLC
25	206005990000	T21N-R8W-S2-SW-NE	19.39	7.85	Pederson, Kermit E & Sharon J
			756.19	306.02

B) West sub-property

		Public Land Survey System
No.	Parcel #	(township-range-section-quartersection-quarter quarter section)	Area(acres)	Area(hectares)	Current Registered Owner
26	020006880000	T22N-R8W-S35-SW-NE	40.00	16.19	Sand Products Wisconsin LLC
27	024010570000	T21N-R8W-S2-NW-NE	52.04	21.06	Sand Products Wisconsin LLC
28	024010600000	T21N-8W-S2-NE-NW	51.58	20.87	Sand Products Wisconsin LLC
29	024010610000	T21N-R8W-S2-NW-NW	51.12	20.69	Sand Products Wisconsin LLC
30	024010630000	T21N-R8W-S2-SE-NW	36.25	14.67	Sand Products Wisconsin LLC
31	024010630005	T21N-R8W-S2-SE-NW	3.92	1.59	Sand Products Wisconsin LLC
32	024010580000	T21N-R8W-S2	40.00	16.19	Sand Products Wisconsin LLC
33	024010700000	T21N-R8W-S2	40.00	16.19	Sand Products Wisconsin LLC
34	024010640000	T21N-R8W-S2-NE-SW	39.83	16.12	Sand Products Wisconsin LLC
35	024010650000	T21N-R8W-S2	27.40	11.09	Sand Products Wisconsin LLC
			382.14	154.65

Total Blair Property Area 1,138.33 460.67

The West sub-property includes 10 land parcels totalling 154.65 ha (382.14 acres). These land parcels were originally purchased by SPW from the respective land owners, and as part of the April 18, 2017 acquisition of SPW by SES are 100% owned by SES. In 2019, SES completed earn-in operational requirements and have subsequently made the West sub-property area material as presented in this Technical Report.

As per the agreements and acquisitions, SES owns 100% of all 35 land parcels at the Blair Property, including all agreements, leases, royalties, etc. Further detail on the nature and extent of the Blair Property land titles is described in Section 4.3.

4.2 Property Location

The Blair Property, which includes 35 contiguous land parcels, is located near the Town of Preston, Trempealeau County in west-central Wisconsin. The Blair property is located between the cities of Whitehall and Blair and is transected by Highway 53 (4.5 km south of Whitehall and 5.2 km northwest of Blair).

The approximate center of the Blair East sub-property is,

In Universal Transverse Mercator ("UTM") coordinates: 636000 m Easting, 4909600 m Northing, Zone 15, North American Datum 83 ("NAD83").
In the Public Land Survey System: South-central, Section 1, Township 21N and Range 8W.

The approximate center of the Blair West sub-property is,

In Universal Transverse Mercator ("UTM") coordinates: 634100 m Easting, 4909900 m Northing, Zone 15, North American Datum 83 ("NAD83").
In the Public Land Survey System: Northeast, Section 2, Township 21N and Range 8W.

Access to Property is described in detail in Section 5, Accessibility, Climate, Local Resources, Infrastructure and Physiography.

4.3 Nature and Extent of the Land Titles

Two agreements form the basis of the land titles for the Blair Property:

1. An Annexation Agreement with the City of Blair, WI; and
1. A Mining Option and Lease Agreement (acquired by SES in 2017).

The Annexation Agreement was signed on 27 March 2014 between the City of Blair and SPW (SES) and provides the Company approval to engage in mining operations from Trempealeau County, subject to the Company meeting certain conditions imposed by Trempealeau County.

As per the Annexation Agreement, a summary of the obligations of the Company include:

1. Compliance with State and Federal laws;
1. Property tax payments paid annually to the Town of Preston and pursuant to Wisconsin Statutes; this includes an Annexation Payment for a 5-year term, and for an additional 15 years, or at the cessation of mining operations, whichever occurs first.
1. Property value guarantee paid to all residential property owners.
1. The Company shall not operate any commercial vehicles used for transporting non-metallic minerals.
1. Annual inspection and regulation costs, including the Company paying to the city a fee of USD$0.25 cents per ton of non-metallic minerals processed and shipped from the Property.
1. The Company will provide a minimum royalty payment of USD$100,000 to be paid the year the construction commences on the annexed property and the first year thereafter.
1. All reasonable consulting, inspection and engineering fees incurred for the City's administration of the Annexation Agreement.

The Property is currently used for agricultural purposes and the Property owners desire to continue to use any part of the Property that is not actively involved in Mining Operations for that purpose.

The Mining Option and Lease Agreement (effective date of 28 January 2012) binds a formal agreement between a coalition of private land holders and SPW on the East subproperty. A due diligence period (4 months) included the payment of the sum of USD$115,000 by SPW to the Property owners upon the execution of the Lease.

In addition to due diligence rights, SPW exercised the option to Lease by paying USD$575,000 to the Property owners to lease the 'Sand Rights'. This granting rights permits SPW exclusive right to mine in, on and under the Property, which includes, without limitation, entering upon exploring, drilling, developing, surface or open pit or strip mining, auger mining, or, mining sand by any other method (whether now or hereafter known), using all water rights appurtenant to the Property, and producing, processing, drying, removing, loading, transporting, and marketing sand from the Property for SPW own account (collectively the Sand Rights). The Sand Rights include full and complete rights of ingress to and egress from and over the Property and the right to blast, excavate,

remove, pile up and dispose of overburden and waste. The rights include the ability to erect use and maintain on the Property such buildings, plants, equipment, machinery, offices, shops, tracts, storerooms, tipples, scale houses, pump houses, drainage ditches, power and telephone lines, haul roads and any other improvement as may be necessary or desirable in performing the mining operations and removing sand.

The Mining Option and Lease Agreement is for a term of 10 years, beginning on the commencement date, and shall automatically be extended for two additional 10-year terms so long as no less than the Minimum Production Royalty is paid. The Production Royalty schedule is presented in Table 4.2.

Table 4.2. Blair Production Royalty schedule. The rate is determined for each month, based on the average of: Test a) prior 6-months average sand shipped; and Test B) the prior 6-month West Texas Intermediate ("WTI") index.

	West Texas
Blair sand shipped	Intermediate
(6-month rolling	(WTI; 6-month	Royalty
average)	rolling average)	per tone
0-10,000	40	$1.00
>10,000	45	$1.10
>20,000	50	$1.20
>30,000	55	$1.30
>40,000	60	$1.40
>50,000	65	$1.50
>60,000	70	$1.65
>70,000	75	$1.80
>80,000	80	$2.00
>90,000	85	$2.20
>100,000	90	$2.45
	95	$2.70
	100	$3.00

In the event SPW constructs a processing plant on the Property, SPW shall pay an annual Siting Fee of USD$1,000.00 per acre. The Siting Fee has been paid and shall not be applied to the Minimum Production Royalty. In addition to the Siting Fee, SPW shall pay a Wheel Tax Royalty of USD$0.50 per ton of sand processed on the Property; provided, however, that SPW shall not be obligated to pay any Wheel Tax Royalty amounts on sand processed on the Property, but which was extracted from the Property. The Wheel Tax Royalty shall not be applied to the Minimum Production Royalty. The tons of sand to which the Wheel Tax at the Property apply shall not exceed 50% of the gross tons shipped by SPW from its collective Wisconsin Mining Operations unless SPW shall have mined all the available sand from the Property. The Wheel Tax shall be paid through the lifetime of the Property.

The Purchase and Royalty Agreements associated with the West sub-property, which were acquired by SES in 2017 as part of the SWP acquisition, include lands that were sold to SPW (and subsequently transferred to SES). These 10 parcels are subject to royalty rights in conjunction with removal and sale of sand from the Property. This Royalty

includes the sum of USD$0.10/ton for all sand extracted from the land, reduced by USD$0.05/ton for every ton of sand sold from the Blair Plant provided that the cumulative extracted and sold total paid shall not exceed the greater of the product of USD$0.10 times the total tons of sand extracted or USD$1.5 million.

4.4 Permitting and Environmental Approvals: Blair Property

SPW has the following local, Trempealeau County, and Wisconsin State permits that were transferred to SES with execution of the PSA:

• Conditional Use Permit: Available via the Department of Land Management, Trempealeau County Land and Water Plan and the Comprehensive Zoning Ordinance. The Permit stipulates standard operation requirements (e.g., extraction and processing hours of operation; audible noise emissions; blasting hours; public road usage; etc.). The Permit is available at

http://www.tremplocounty.com/tchome/landmanagement/Zoning/compzoningordi nance.aspx.

With respect to groundwater, the Conditional Use Permit states that:
- o Non-metallic mining operations must always remain at least 10 feet (3 m) above the water table level, unless an alternative level proposed by the applicant and established by water table elevation monitoring is approved by the County.
- o The County may require monitoring wells to establish the groundwater level prior to the commencement of non-metallic mining operations on a site.
- o Non-metallic mining within 10 feet (3 m) of the water table level or within the water table may be permitted provided the applicant receives a favorable letter from the Town Board regarding the mining proposal and receives the approval of the County.
- o Lastly, the applicant must demonstrate that the operation does not pose a legitimate risk as determined by the County to water table level or groundwater quality of the area
Non-metallic Mining Reclamation Ordinance: Chapter NR 135 of the Wisconsin Administrative Code requires counties to adopt and implement a Non-Metallic Mining Reclamation Ordinance to establish a local program to ensure the effective reclamation of non-metallic mining sites on which non-metallic mining takes place. Administration of the reclamation programs is conducted by either county or local regulatory authorities. The Trempealeau County Reclamation Ordinance is available at:

http://www.tremplocounty.com/tchome/landmanagement/documents/ordinances/ zoning/CHAPTER\_20.pdf.

Air Pollution Control Permit (Wisconsin Department of Natural Resources);
Non-metallic Mining Operations General Permit (storm water; Wisconsin Department of Natural Resources); and
High Capacity Well Permit (Wisconsin Department of Natural Resources).

There are no federal permits required.

With respect to environmental work conducted, on January 23, 2017, Summit – on behalf of SES – completed a Phase I Environmental Site Assessment ("ESA") in conformance with the scope and limitations of ASTM Practice E1527-13 for the open pit/excavation and processing plants at the Blair Property. This practice is intended for use on a voluntary basis by parties who wish to assess the environmental condition of commercial real estate considering commonly known and reasonably ascertainable information. The ESA study did not find any evidence of Recognized Environmental Concern about the Property (Johnson and Romens, 2017).

Note: No environmental site assessment can wholly eliminate uncertainty regarding the potential for recognized environmental conditions about a property. Performance of ASTM Practice E1527-13 is intended to reduce, but not eliminate, uncertainty regarding the potential for recognized environmental conditions about a property, and this practice recognizes reasonable limits of time and cost.

There are no other significant factors or risks that may affect the access, land title, or the right or ability to perform work on the Blair Property.

4.5 Property and Silica Sand Mining Uncertainties

SES's mining, processing and production facilities, its logistics operations and any future properties it develops or may acquire in the future are and will be subject to risks normally encountered in the frac sand industry. Selected risks could include:

Changes in the price and availability of transportation.
Inclement or hazardous weather conditions, including flooding, and the physical impacts of climate change.
Unanticipated ground, grade or water conditions.
Inability to acquire or maintain necessary permits or mining or water rights.
Environmental hazards, such as unauthorized spills, releases and discharges of wastes, tank ruptures and emissions of unpermitted levels of pollutants.
Changes in laws and regulations (or the interpretation thereof) related to the mining and oil and natural gas industries, silica dust exposure or the environment.

• Inability of Source's customers or distribution partners to take delivery.

5 Accessibility, Climate, Local Resources, Infrastructure and Physiography

The Blair Property located near the Town of Preston, Trempealeau County in westcentral Wisconsin (Figure 5.1). The closest large cities are Eau Claire to the north and La Crosse to the south. Other nearby communities include Taylor, Arcadia, Independence, Hixton, and Galesville. The Blair property is located between the cities of Whitehall and Blair and is transected by Highway 53 (4.5 km south of Whitehall and 5.2 km northwest of Blair). Whitehall represents the Trempealeau County seat.

The Blair Property is landlocked, but is adjacent to well-maintained, paved US highways. During a November 6, 2018 site inspection by the senior author of this Technical Report, the Blair Mine site was accessed by driving south from Eau Claire, WI to the Blair Property. The driving distance from Eau Claire to the Blair Property is approximately 43 miles (69 km) on paved double lane State Hwy 53. The West subproperty was accessed from south by vehicle via Arneson Ridge Road, which can be accessed at its junction with State Hwy 53 or County Road D (Figure 5.1).

At the Blair Property, a dry-processing plant and rail-loading terminal is located adjacent to CN's Whitehall subdivision rail line. This rail line connects with rail lines associated with SES' Sumner loading terminal on CN's Barron subdivision. The open pit/excavation and Wet Processing Plant is separated from the Dry Processing Plant and rail depot by State Hwy 53 and the Trempealeau River. Moving wet processed product across the highway and river can be done by: truck, slurry or conveyor belt; SES has yet to adopt a formal method of transport.

Blair is in within the Driftless Area (see Section 7), which is classified as an area that was undisturbed by the last great glacial flow over North America. The general area is also known as the Coulee Region and is characterized by rolling hills. The forested hills are favored by deer hunters. Pheasants and grouse are also hunted. Local streams are fished for trout, which are stocked.

The Trempealeau River is an 81.5-mile-long (131.2 km) tributary of the Mississippi River. In Trempealeau County, the river flows generally westward past Hixton, Taylor, Blair, Whitehall and Independence. The Trempealeau River flows through the eastern portion of the Blair Property.

The Köppen Climate Classification subtype for this climate is "Dfb" (Warm Summer Continental Climate). The annual average high and low temperatures in the City of Eau Claire, WI is 55º F (13º C) and 34º F (1º C). The hottest and coolest months are typically July (83º F; 28º C) and January (5º F; -15º C), respectively. The average annual rainfall is 31 inches (79 mm) and annual snowfall is 44 inches (112 cm).

Figure 5.1. Regional access to the Blair Property.

With respect to infrastructure and resources, it is important to note that Wisconsin accounts for nearly one-half of all the frac sand capacity in the United States (Benson and White, 2015; see Section 6, History). It has been estimated that Wisconsin employs upwards of 3,000 people (WisconsinWatch.org; 2012). Accordingly, the State of Wisconsin has a significant infrastructure, and a knowledgeable and vibrant workforce for the development, and continuation of, silica sand mining. With respect to a local workforce, the U.S. Census Bureau (2015) shows that 45,455 people reside in Barron County for a population density of 53 people per square mile (20/km²). With a population of 14,333, Rusk County has a lower population than Cameron.

Regarding physiography, Trempealeau County has a total area of 742 square miles (1,920 km2 ), of which 733 square miles (1,900 km2 ) is land and 9.0 square miles (23 km2 ) is water (1.2%). Trempealeau County is within the Driftless, or coulee, region of Wisconsin. The land is a highly dissected plateau that is characterized by narrow ridges and broad valleys. Elevations in Trempealeau County range from about 1,200 feet above sea level (366 m) on high limestone ridge-tops to about 800 feet (244 m) in adjacent valleys (Langton, 1977). There are two main ridges in Trempealeau County, and they are divided by the Trempealeau River.

Ground elevations at the Blair Property range from: a maximum of 1060 foot (323 m) on the southwestern ridge of the Property; to a minimum of 830 feet (253 m) near Blair. Patches of woodland are all that remain of the brush and light forest that once covered the county. As such, farming is the leading enterprise in the county with about 45% of the land area in crops including hay, oats and corn. Woodland areas consist mostly of black, red and white oak.

The Blair open pit and Wet-Plant is typically operational from March to November (cold freezing weather pending). The Dry-Processing Plant and Trans-Loading Facility are not subject to seasonal conditions and operate year-round. Exploration activities (e.g., auger drilling) at the Blair Property could be conducted year-round given the ease of access and generally moderate climate.

6 History

The upper mid-west United States – and particularly the State of Wisconsin – is known as a principal supplier of "ideal frac sand" to hydraulic fracking oil and gas plays throughout North America (Zdunczyk, 2007; Runkel and Steenberg, 2012; Benson and Wilson, 2015). Even though silica sand-rich bedrock layers are potentially economically extractible across a large area of Wisconsin and Minnesota, and smaller parts of Iowa and Illinois, expansion of mining has not occurred uniformly across the region. Instead, it has been most pronounced in west-central Wisconsin because the silica sand is particularly accessible in an unglaciated region (the 'driftless' area) of west-central and southwestern Wisconsin (Runkel and Steenberg, 2012; Brown, 2014).

Wisconsin accounts for nearly one-half of all the silica (frac) sand capacity in the United States owing to its premium quality sand, near-surface exposure, railway infrastructure, and long-term industry presence (Benson and White, 2015). The silica (frac) sand in Wisconsin goes by the moniker "Northern White", and is characterized by

near-surface to exposed, mineralogically-mature Upper Cambrian to Upper Ordovician silica sand that is 99.8% pure silica.

6.1 Historical Work on the Blair Property by Sand Products Wisconsin LLC

Prior to SES acquiring 100% interest in the Blair Property, SPW had historically conducted exploration drilling, gradation and proppant analyses and developed mine infrastructure. Exploratory work completed included:

2012-2013, 2015 and 2016 auger drill programs that drilled a total of 12 holes totalling 1,318.0 feet (401.7 m); mainly on the eastern portion of the Property (see Section 10, Drilling, for detailed discussion on the historical drill programs).
Grain size distribution sieve analyses was conducted on 5-foot (1.5 m) long samples from all Wonewoc Formation intersections (see Section 10, Drilling and Section 14.1, Data Summary and Histograms).
Proppant characterization test work was conducted on selected samples and size fractions by PropTester, SEH and FracTAL (see Section 13, Mineral Processing and Metallurgical Testing).
Open pit excavations on the west side of Highway 53 adjacent to the current site of the Blair Wet Processing Plant.

Based on the collective results of this work, SPW signed an Annexation Agreement with the City of Blair to mine silica sand at the Blair Property (27 March 2014; see Section 4.3, Nature and Extent of the Land Titles: Blair Property). The agreements provided approval for the development of a sand-mine and wet-processing plant on the west side of Highway 53, and de-watering/dry-processing plant and rail loading terminal on the east side of Highway 53. SPW completed the infrastructure development in 2017 and initiated preliminary testing prior to selling the Blair Mine and Property to SES.

7 Geological Setting and Mineralization

Wisconsin sand resources that meet industry frac sand specifications occur in the Cambrian Mt. Simon, Jordan and Wonewoc Formations and in the younger, Ordovicianage, St. Peter Formation (Tables 7.1 and 7.2).

Principal areas of interest for sand mining have largely occurred in western Wisconsin, from Burnett and Chippewa counties in the north to Trempealeau, Jackson and Monroe counties in the south. The lower part of the Jordan Formation, the Norwalk Member, and some portions of the Tunnel City sandstone is generally unsuitable for frac sand, although they may have other industrial sand applications.

Table 7.1. Geologic column showing the lithostratigraphic units in Sauk County, Wisconsin (from Benson and Wilson, 2015; modified from Clayton and Attig, 1990). The Wonewoc Formation is the focus of this Technical Report.

Table 7.2. Late Cambrian bedrock stratigraphic units in northwestern Wisconsin (modified from Wisconsin Geological and Natural History Survey, 2011).

7.1 Regional Geology

The Cambrian and Early Ordovician silica-rich sandstone bedrock layers of North America's central mid-continent region, including Minnesota, Wisconsin and Iowa, have attracted the interest of geologists for over a century because of the:

Extensive nature of individual sedimentary sandstone units that are typically less than 150 feet (46 m) thick and yet extend for hundreds of thousands of miles/kilometres across the mid-continent (Figure 7.1); and
Extreme textural and mineralogical maturity of the sand where significant modal abundances of the sandstone units are composed of well-sorted, well-rounded and spherical quartz.

Several authors have documented the occurrence, thickness, lithology, diagenesis and stratigraphic relationship of the Cambrian and Ordovician sandstone systems (e.g., Sloss, 1963; Ostrom, 1966, 1967, 1971, 1987; Morey, 1972; Mai and Dott, 1985; Visocky et al., 1985; Dott et al., 1986; Mudrey et al., 1982, 1987; Ostrom et al., 1970; Clayton and Attig, 1990; Thomas, 1992; Young, 1992; Runkel, 1994, 1998; Johnson and Winter, 1999; Kelly, 2006; Kelly et al., 2007 Mossler, 2008; Runkel and Steenberg, 2012; Brown, 2014; Konstantinou et al., 2014; Benson and Wilson, 2015).

In the general Blair Property area, silica sand units include the Cambrian Wonewoc and Jordan formations (Figure 7.2; Ostrom, 1966, 1970, 1987; Mudrey et al., 1987). These silica sand units are divided by the Eau Claire Formation and Tunnel City Group (also known as the Lone Rock Formation), which can be differentiated from the silica sand by their variable lithologies including mudstone, intercalated mudstone and sandstone, very fine- to fine-grained sandstone, and cemented sandstone.

The Cambrian silica sand units (Wonewoc and Jordan formations) – and their separating geological units – are summarized in the text that follows. The summary relies on the work and/or compilations completed by Mudrey et al. (1987), Ostrom (1987), Runkel (1994), Runkel et al. (1998), Runkel (2000) and Benson and Wilson (2015). Additional information from other authors is appropriately cited in the text.

7.1.1 Cambrian Mount Simon Formation

The Mount Simon Formation is the earliest representation of the Sauk sequence (Sloss, 1963), and directly overlies Proterozoic crystalline basement rocks (Morey, 1972). The Mount Simon type section is located near the city of Eau Claire, Wisconsin and comprises 234 feet (71 m) medium to coarse grained sandstone with high-angle crossstratification. From its erosional boundary in northern Wisconsin and southeastern Minnesota, the Mount Simon thickens southward to more than 2,000 feet (610 m) in central-northcentral Iowa and 2,600 feet (790 m) in northeastern Illinois (Young, 1992).

Figure 7.1. Surface exposures of silica sand source units in the upper Midwest U.S. The polygons outline the Ordovician St. Peter sandstone (light yellow) and the combined Cambrian sandstone (green), which includes the Jordan, Wonewoc, and Mount Simon formations. The approximate positions of the Wisconsin Dome, Hollandale Embayment and the Driftless Area are also shown. The map is modified from Benson and Wilson (2015).

Figure 7.2. Regional bedrock geology (from Mudrey et al., 1982).

In the northwest quadrant of Wisconsin, the Mount Simon Formation contains three informal quartzose sandstone sub-units (Mudrey et al., 1987), including:

An uppermost sandstone that is quartzose, feldspar-bearing, white to light gray to pale brown, medium to course grained, angular, medium bedded, locally lenticular bedded, and at least 170 feet (52 m) thick;
A second sandstone horizon that is quartzose, pale yellow orange to pale gray orange, very fine grained, thin to medium bedded, angular, limonite cemented, and 125 feet (38 m) thick. This unit is underlain by a 60 foot (18 m) thick, gray to pale-orange, silty shale; and
A basal sandstone unit that is quartzose, very pale orange, very fine to fine grained, subangular to sub-rounded, and at least 115 feet (35 m) thick; this subunit is known only in the northwestern Wisconsin subsurface.

The Mount Simon Formation is overlain by very fine to fine grained sandstone and shale of the Eau Claire Formation.

7.2 Cambrian Eau Claire Formation

The Mount Simon Formation is overlain by very fine to fine grained fossiliferous sandstone and shale of the Eau Claire Formation. Strata from this unit occurs in parts of Wisconsin, Michigan, Ohio, Kentucky, Illinois, and Indiana generally thins to the southeast. The Eau Claire Formation displays substantial regional variation in thickness and lithofacies. Regional trends include: a significant silty package in the lower half of the Eau Claire in northwest Indiana; an increase in sandy dolomite (carbonate facies) in Kentucky/Ohio; and an increase in shale content toward the center of the Michigan Basin (Lahann et al., 2012).

In Wisconsin, the Eau Claire Formation It consists primarily of very fine- to mediumgrained, variably feldspathic, glauconitic, and dolomitic sandstone locally interbedded with argillaceous siltstone and silty mudstone that has a coarsening and thickening upward succession (Aswasereelert, 2008).

7.2.1 Cambrian Wonewoc Formation

The Wonewoc Sandstone, which is the subject of this Technical Report, overlies the Eau Claire Formation and is observed in Wisconsin, Michigan, Illinois, Indiana, Minnesota, Iowa and in northeastern Nebraska (Clayton and Attig, 1990; Runkel et al., 1998); effectively throughout the area known as the Hollandale Embayment (see Figure 7.1).

The reference stratigraphic type-section for the Wonewoc Formation sandstone is near the village of Wonewoc in Juneau County, Wisconsin.

The Wonewoc Formation is characterized by a stratigraphically complex cratonic sheet of sandstone that was deposited from a continuously abundant supply of quartzose

sand in a slowly and uniformly subsiding low-relief basin (Hollandale Embayment) under fluctuating sea level conditions during the Sauk II and Sauk III subsequences (Palmer, 1981; Runkel et al., 1998).

The Wonewoc Formation sandstone varies in thickness from 50 to 150 feet (15 to 46 m) and is principally medium to coarse grained quartzose sandstone with high-angle cross-stratification. It is divided into two major lithofacies – the Ironton Member and Galesville Member; however, the two members are commonly classified together as the Wonewoc Sandstone because lithostratigraphic studies have shown that it is difficult to consistently distinguish the two formations. Mudrey et al. (1987) characterized the two sub-members as the:

Ironton Member a quartzose, white to brown with iron staining, medium to coarse grained, sub-rounded, poorly sorted, wavy-bedded, vertically burrowed, calcite-cemented, 16-59 feet (5 to 18 m) thick sandstone; and the underlying
Galesville Member a quartzose, white, fine- to medium grained, rounded to subrounded, well-sorted, thick-bedded, cross-bedded, poorly cemented, 16-59 feet (5 to 18 m) thick sandstone with bedding units 10-16 feet (3 to 5 m) thick.

The Wonewoc Formation is overlain by the Tunnel City Group (Ostrom, 1966, 1970, 1987), which varies in thickness from 140-180 feet (43 to 55 m) and is divided into two sub-formations: the Mazomanie Formation and the Lone Rock Formation (Mossler, 2008). The Mazomanie Formation is dominantly white to yellowish-gray, fine- to mediumgrained, cross-stratified, generally friable, quartz sandstone. Some beds contain brown, intergranular dolomite as cement. Skolithos burrows and sandstone intraclasts are common in discrete horizons.

The Lone Rock Formation underlies the Mazomanie Formation. It consists of pale yellowish-green, very fine- to fine-grained glauconitic, feldspathic sandstone and siltstone, with thin, greenish-gray shale partings. Thin beds with dolomitic intraclasts are common.

7.2.2 Cambrian Jordan Formation

The Jordan Sandstone was named for the city of Jordan, WI and consists of two distinct, intercalated quartzose sandstone members that are summarized by Mudrey et al. (1987) as:

• The uppermost Van Oser Member, which is a quartzose, white to brown to yellow or orange, fine to medium grained, poorly sorted, medium to thin bedded, cross bedded, with calcite-cemented nodules, is iron cemented in places, may be locally interbedded with the underlying unit, and is 30-49 feet (9 to 15 m) thick; and

• The lower Norwalk Member is a quartzose, white, fine-grained, rounded, moderately-sorted, medium-bedded sandstone with a trace of garnet, and a thickness of 49-59 feet (15 to 18 m). In the western Wisconsin, the Norwalk is a fine- to very fine-grained feldspathic sandstone (Ostrom,1987; Runkel, 2000).

The Van Oser and Norwalk members are characterized as the 'quartzose' and 'feldspathic' lithofacies, respectively, and as such, they are interpreted as high energy, marine intertidal sand deposited as the sea shallowed, and a low-energy, below wave base, marine deposits (Runkel, 1994).

7.2.3 Pleistocene Surficial Geology

The Blair Property occurs within an unglaciated region of west-central and southwestern Wisconsin that is referred to as the 'driftless' area (see Figure 7.1). The thickness of the overburden at the Blair Property varies from as little as 5-10' (1.5-3.0 m) to as much as 50' (15 m Figure 7.3; Cates, 2001).

Historical and SES-conducted auger drill programs show that the area is covered by a thin veneer of overburden that is characterized by brown clay to brown fine-grained clay-sand with traces of gravel.

7.2.4 Depth to Groundwater

A generalized water table elevation map of Trempealeau County was published by Muldoon and Craven (1998). Over much of Trempealeau County, groundwater follows short flow paths from upland recharge areas to discharge areas along the Mississippi River and its tributaries—the Buffalo, Trempealeau, Black Rivers, and Beaver Creek forming three major groundwater divides.

The shallow groundwater system in Trempealeau County appears to be a single unconfined aquifer. The water table closely mimics topography, suggesting direct hydraulic connection between the sandstone and dolomite and the overlying surficial deposits.

The approximately water table elevations near the Blair Property varies between 840 feet above sea level (256 m asl) and 900 feet above sea level (275 m asl; Figure 7.4; Muldoon and Craven, 1998).

Groundwater elevations in two historical (2016) drillholes completed on behalf of SPW in the western part of the Property area include: SEH-B1 at 928.8 feet mean sea level (283.1 m) and SEH-B2 at 926.6 feet mean sea level (282.4 m; Reed, 2017). The general direction of the shallow groundwater flow at the Blair Property is eastward towards the Trempealeau River.

Figure 7.4. Generalized water table elevation map in the general area of the Blair Property area. From Muldoon and Craven (1998).

7.3 Property Geology

Bedrock underlying Trempealeau County consists of Cambrian sandstone, shale and sandy dolomite, overlain by Ordovician dolomite and sandstone (see Figure 7.2). Cambrian rock units include: Elk Mound Group (Mount Simon, Eau Claire and Wonewoc formations), the Tunnel City Group (undifferentiated) and the Trempealeau Group (St. Lawrence and Jordan formations; Tables 7.1 and 7.2).

The Wisconsin Geological and Natural History Survey have produced a series of outcrop maps throughout the State (available at: https://wgnhs.uwex.edu/education resources/outcrop-descriptions/). Outcrop descriptions are available for areas directly north and south of the Blair Property (OUTTR-01, -03, -04 and -05) and southwest of Blair Property (OUTTR-07). The section descriptions describe the lower and upper contacts between the Eau Claire Formation and Wonewoc Formation, and Wonewoc Formation with the overlying Tunnel City Formation (e.g., OUTTR-04).

The lower Eau Claire-Wonewoc (Galesville Member) contact marks the end of one transgressive/regressive sequence and the beginning of a major transgressive sequence associated with the Wonewoc Formation. The Wonewoc transgression is defined by highenergy conditions with a noticeable lack of clay, silt, very fine sand and a total lack of fossils. Above the Galesville Member, the Wonewoc (Ironton Member) formed in an alternating high and low energy environment seaward of the beach front. Ironton Member sandstone is well sorted, clean, medium- to coarse-grained quartz-arenite. The uppermost Ireton Member ends in a sharp contact with the Lone Rock Formation of the Tunnel City Group. The lithology of the Lone Rock Formation is easily distinguished from the underlying Wonewoc Formation in that the Lone Rock comprises fine-grained glauconitic, thin-bedded shaly units.

A personal inspection of the Property by the senior author of this Technical Report observed the Wonewoc Formation outcropping and in open pit excavations at the Blair Property. Observations include:

The position of the Wonewoc Formation is consistent with this unit being situated within topographic ridges of a rugged landscape that is associated with the Driftless Area of southwestern Wisconsin.
At the Blair Property, the Wonewoc Formation is situated between a topographic low (the Trempealeau River) and a ridge to the west.
The 'floor' portion of the Blair Property, in which the Wet-Processing Plant is situated, occurs within the Wonewoc Formation at an elevation of approximately 930 feet above sea level (284 m asl).
The Wonewoc Formation within the open pit excavation (Blair Property) is dominated by white to iron-stained, medium to coarse grained quartzose sandstone.

The overall observation of the open pit face(s) at the Blair Property is that the Wonewoc is stratigraphically continuous, and uniformly, is composed of clean, white silica sand. Intercalated mudstone-sandstone horizons appear to be thin less than one foot (<15 cm) in thickness.
The overburden consists of dark grey to reddish dark grey, clay-rich sandy till with abundant pebbles and minor cobbles; the basal portion of the Tunnel City Group was not seen either Property but does occur on the elevated portions of the ridges where it consists of fine-grained sandstone and siltstone with a higher component of mudstone in comparison to the underlying Wonewoc.
The Wonewoc Formation silica sand was also observed in archived auger clippings from Blair; here the auger return material was composed of white to slightly iron-stained medium to coarse grained silica sand.
The basal portion and lowermost contact of the Wonewoc Formation was not observed (in outcrop or in auger return material).

In addition to the geological observations, the site visit confirmed the industrial sand mine infrastructure at the Blair Property that includes wet- and dry-processing plants, a rail trans-loading depot and additional rail track to facilitate loading.

7.4 Mineralization

As per Trempealeau County Zoning Ordinance documentation, "Industrial Sand" is defined as

"… a high purity silica sand or silicon dioxide (SiO2). It is nearly pure quartz, very well rounded, of uniform particle shape and size, having a high compressive strength, and meeting size gradation standards for its various uses. Industrial sand is sold for any of the following uses: glassmaking, metal casting, metal production, chemical production, paint and coatings, ceramics and refractories, moldings, abrasives, and otherwise preparing sand for uses other than construction.

It is most commonly used by the oil and gas industry as a proppant for the hydraulic fracturing of shale for the exploration, drilling, production, and recovery of oil and gas (i.e. "frac sand").

This sand is classified as 212322 Industrial Sand Mining according to the NAICS (North American Industry Classification System), and as 1446 Industrial Sand, and 1481 Non-metallic Mineral Services except fuels, according to the SIC (Standard Industrial Classification) System."

The 'quality' of Wonewoc Formation silica (frac) sand from the Blair Property is presented in Section 13, Mineral Processing and Metallurgical Testing. This section

provides regional and Property discussion on the quality – or 'mineralization' – of the Wonewoc Formation. While the appropriate citations are provided, the senior author and Qualified Person of this Technical Report has been unable to personally verify the quality of the Wonewoc Formation silica sand throughout the State of Wisconsin, and therefore, the information presented in this section is not necessarily indicative to the mineralization on SES's Property that is the subject of this Technical Report.

Paleozoic age bedrock layers of quartzose sandstone in the central mid-continent of North America are known as some of the most mineralogically pure sandstone on Earth with greater than 95% of the sand grains consisting of silicon dioxide (SiO2). Whole rock chemical analysis (x-ray fluorescence) of the Wonewoc Formation sandstone, which was conducted by the Department of Natural Resources (Brown, 2012), shows that the Wonewoc silica sand consists of 99.20-99.70% silicon dioxide (SiO2). In addition to being composed mostly of quartz, a mineral known for being of high-strength and relatively inert, the grains are especially well-rounded, well-sorted, coarse-grained and poorly cemented.

A photomicrograph of a composite 20/40 fraction of Wonewoc Formation sand from the Blair Property shows mineralization at the Property comprises a high degree of roundness and high percentage of quartz (Figure 7.5).

Figure 7.5. Photomicrograph of 20/40 fraction sand from a composite sample from drillholes TB-1, TB-2 and TB-3 at the Blair Property. Source: FracTAL (no scale provided).

The size of the sand grains is also an important factor in determining the value of a silica sand deposit. For example, the 20/40 mesh sand fraction typically has a high value because of its demand in specific hydrofracturing procedures, and the 20/40 fraction is relative scarce in silica sand deposits elsewhere on the continent (Beckwith, 2011). Runkel and Steenberg (2012) synthesized grain size data from Ostrom (1971) and Thiel (1957) for the Jordan, Wonewoc, Mt. Simon and St. Peter formations from throughout Wisconsin (Figure 7.6); the histogram shows that:

St. Peter sandstone has a relatively small percentage of <40 mesh sand and contains a higher proportion of sand finer than 100 mesh;
The Wonewoc and Mt. Simon sandstones generally have a diminished coarser fraction compared to the Jordan; and
The St. Peter, Jordan and Wonewoc have similar 40/70 mesh contents.

Figure 7.6. Wisconsin grain size distributions. From Runkel and Steenberg (2012). Data originating from Ostrom (1971). St. Peter Sandstone, n = 65 samples from 56 outcrops. Jordan Sandstone, n = 15 samples from 13 exposures. Wonewoc Sandstone, n = 124 samples from 109 exposures. Mt. Simon Sandstone, n = 20 samples from 12 exposures.

Despite the relatively finer grain size in comparison to the Jordan Formation, the Wonewoc sandstone can be mined for multiple markets including those oil and gas hydrofracking markets that request a finer proportion of silica sand for their specific operations (Brown, 2014).

The Wonewoc Formation sand at the Blair Property is statistically evaluated in Section 14.1.1, Auger Drilling and Sand Sample Processing. Modal abundances of the gradation data from SES's 2019 auger drill program are presented in Figure 7.7. The Wonewoc Formation sand underlying the Blair Property is dominated by the 40-mesh to 70-mesh size fractions followed by the 30-mesh and 100-mesh sizes. The Pan fraction (-200 mesh) is less than 10%.

Figure 7.7. Summary of Blair Property gradation data.

8 Deposit Types

The best deposits of frac sand are characterized by super-mature marine shoreline sandstone deposits that have a long history of reworking, were never deeply buried, and underwent diagenesis that reduced or removed cements (Winfree, 1983; Dott et al., 1986; Dott, 2003). The depositional environment and factors to increase mineralogical maturity must include multiple cycles of mechanical reworking that enhance roundness, sphericity and sorting of grains (Benson and Wilson, 2015). The most prospective settings for the accumulation of mineralogical and mechanically competent frac sand, therefore, occur in marine shoreline, marine shoreface, marine intertidal and deltaic settings, and coastal aeolian environments (e.g., Winfree, 1983; Dott et al., 1986; Dott, 2003; Hickin et al., 2010).

A well-documented example of a geological setting that has produced high-quality frac sand occurred during the Cambrian in central mid-continental North America (Minnesota,

Wisconsin and Iowa). This setting coincides with the Blair Property area, which are the focus of this Technical Report. A general summary Cambrian silica sand deposit type is presented in the following text.

The Cambrian Period was characterized by a major transgressive event that was bracketed between two ice ages, one during the late Proterozoic and the other during the Ordovician. With the retreat of Proterozoic ice, the sea level rose significantly and extensive sequences of Cambrian marine sedimentary rocks (sandstone, shale and fossil-bearing limestone) show that much of the world was covered by shallow epeiric seaways. The North America Craton was almost completely drowned in Late Cambrian time by what came to be known as the Sauk transgression, and subsequently, the central mid-continent is characterized by a series of sedimentary rock depositional cycles known as the Sauk sequence (Sloss, 1963; Palmer, 1981).

The Precambrian surface had significant and variable relief prior to deposition of Sauk sedimentary rocks. In northern Wisconsin, the Wisconsin Dome (with its southward extending arch) and nearby regions of the Canadian Shield represented a vast upland area composed of Precambrian igneous and metamorphic rocks. In contrast to the Wisconsin dome upland, a broad lowland area named the Hollandale Embayment developed during the Upper Cambrian and extended across southeastern Minnesota and eastern Iowa and was situated directly southwest of the Wisconsin Dome (Austin, 1969, 1970; see Figure 7.1).

For long periods of time, broad positive features such as the Wisconsin Dome were subject to weathering and shed significant volumes of detrital sediment, including eroded Precambrian granite and metamorphic rock, and Late Precambrian Keweenawan volcanic rock to the Cambrian epeiric seaway and shorelines that covered the Hollandale Embayment.

The sand, silt and clay sized particles were carried by wind and in rivers across the cratonic interior to the oceanic shoreline where shallow ocean currents formed a texturally graded shelf (Runkel, 1998, 2007). On this shelf the coarsest sand, composed mostly of quartz grains, was deposited in shoreface deposits where currents were strongest. Finergrained, feldspathic sand, silt and clay sized particles were carried seaward to deeper water. Fluctuations in sea level caused the shoreface settings to relocate resulting in quartzose sand being deposited for hundreds of miles/kilometres.

While the shoreface setting naturally modifies the textural maturity of the quartz grains, an advanced level of the super-mature Cambrian quartz grains in central mid-continental North America remains uncertain. The physical maturity of the Cambrian sands could not be achieved solely by fluvial transport, but probably involves other factors such as:

A long history of abrasion in marine conditions (Odom, 1975, 1978) along with wind abrasion, which is far more effective at rounding grains than abrasion in water (Dott et al., 1986); and
Chemical weathering in the cratonic interior, which is believed to have preferentially dissolved plagioclase and similarly unstable minerals, creating a

source area that is dominated mineralogically by quartz (Morey, 1972; Runkel, 1998; Dott, 2003).

Much of the silica (frac) sand mining in central mid-continental North America occurs in the "driftless area" (Syverson and Colgan, 2004), which is defined as an area of Wisconsin that was untouched by the advance of the Wisconsinan ice sheets (pre-35,000 to 10,000 years before present; Syverson and Colgan, 2004; Syverson and others, 2011; see Figure 7.1). Because the area is largely devoid of surficial deposits, the Cambrian silica sand strata is accessible to surface mining. In addition, post-glacial processes have resulted in the exposure of near-surface silica (frac) sand source units in incised terrains (e.g., rivers and hillsides) such that some silica sand deposits are amenable to surface and/or side-entry mining.

Lastly, geological models and concepts applied in the investigation of silica sand in Wisconsin generally involve: delineation of areas underlain by prospective rock units (i.e., Cambrian Mount Simon, Wonewoc and Jordan formations; and the Ordovician St. Peter Formation); auger drilling or trenching to determine potential deposit dimensions and to obtain representative sample material for evaluation; and physical and chemical parameter testing of the sand unit to determine its potential for petro hydraulic fracturing applications.

General proppant characterization test parameters include sand size fraction percentages, roundness, sphericity, crush strength, and silica content. Standard measurement properties of proppants used in hydraulic fracturing and gravel-packing operations is defined in accordance with ISO 13503-2:2006/ Amd.1:2009E (International Standards, 2009).

9 Exploration

As a current silica (frac) sand miner, processor and transporter, SES has successfully completed numerous exploration programs on its Wisconsin properties. With respect to the Blair Property, SES acquired a newly constructed mine development in 2017 and has placed much of their effort and resources on mine start-up. Mine-specific discussion is presented in Sections 16-18.

In 2019, SES has expanded its Blair Property land position and hence the Company conducted its first exploration work at the Property. The primary method of testing the Wonewoc Formation for its stratigraphic position and silica sand potential has been through auger drill testing. A summary of the 2019 auger holes drilled to test the stratigraphy and the grain size distribution of the Wonewoc Formation silica sand is presented in Section 10, Drilling. The results and evaluation of analytical work conducted on the auger returns from these drillholes, which includes particle size/gradation analysis and proppant test work characterization, is presented in: Section 11, Sample Preparation, Analyses and Security; Section 13, Mineral Processing and Metallurgical Testing; and Section 14, Mineral Resource Estimates.

This exploration section discusses the downhole geophysical survey, which by nature, includes some drilling information. In addition, the authors have included a brief

discussion on density measurements, which was conducted by the QP during a site inspection to the Property.

9.1 Downhole Geophysical Surveys

During the 2019 auger drill program, SES commissioned Century Wireline Services Corp. of Tulsa, OK to conduct downhole geophysical surveying of selected auger drillholes. Geophysical tools included:

Natural Gamma reported in calibrated API units, or raw CPS values, with response ranges of 0-150 API and 150-300 API;
Conductivity and Apparent Conductivity reported in mmho/m calibrated units to 0-25 mmho/m; and
Resistivity measured in Ohm-M converted conductivity where R = 1000/C. Reported to 1-500 Ohm-M.

The calibration of the tools was initially been done at the Tulsa facility. A bit size of 5.5 inches (14 cm) was used. The auger holes were prepared for wireline logging by inserting plastic PCV casing into the auger hole. The surveys tools were the inserted into the PCV tube and measurements were recorded from the top to the bottom of the drillholes.

The geophysical data are still in the interpretive stages; however, Figures 9.1 and 9.2 shows how the gamma signature as a good indicator of mineralogy and is therefore a capable tool to distinguish the upper and lower boundaries of the Wonewoc Formation from its overlying and underlying units that are composed of finer sand to clay material (e.g., overburden; Tunnel City Group and Eau Claire Formation). The shape of a gamma ray log through a sand body is often thought of as a grain size profile and the survey shows gamma ray deflections to the left that indicate horizons of clean, coarse silica sand.

Resistivity represents another tool to assess clay content and porosity of the material where the Archie equations define the empirical relationships between water resistivity, porosity and water saturation. In Figures 9.1 and 9.2, the resistivity and gamma signature correlate negatively such that resistivity can be used to check the clay content of the horizon. The resistivity in these examples therefore helps to distinguish between the Wonewoc Formation silica sand and overlying/underlying overburden and Eau Claire Formation.

The thermal conductivity of silica sand can provide important criterion to assess porosity and the proportion of fine particles. In general, the example log profile shows the Wonewoc Formation has low thermal conductivity which may be a function of high porosity and a low proportion of fine particles.

Lastly, the downhole geophysical profiles presented in Figures 9.1 and 9.2 show excellent correlation between the electronic logs and the gradation data depicted in this example as the 20/40 and 40/70 fractions. The two cross-sections, which portray West to East and South to North lines demonstrate the stratigraphic continuity of the Wonewoc Formation (both vertically and laterally).

Figure 9.1. West-East cross section across the Blair Property based on lithological and geophysical interpretive results and the gradation analytical results. The reader can reference Figure 10.1 (A-A') to locate the area of section.

Figure 9.2. South-North cross section across the Blair Property based on lithological and geophysical interpretive results and the gradation analytical results. The reader can reference Figure 10.1 (B-B') to locate the area of section.

9.2 Geological Modelling

The cross-sections presented in Figures 9.1 and 9.2 demonstrate how the collective drilling, geophysical and gradation information enabled the authors to confidently construct the 3D model to ensure formation tops/picks correlated between the three independent geological techniques. This methodology insured a robust 3D geological model, considered reliable for mineral resource estimation purposes.

The cross-sections demonstrate the vertical profile of the Wonewoc Formation in which the cleanest, coarsest sand typically occurs at approximately 30 feet (9.1 m) from the top of the Wonewoc Formation (denoted by the high 20/40 fraction percentage in Figure 9.1 and 9.2). The clean coarse sand is approximately 20 feet (m) thick. Below this interval, the Wonewoc Formation sand grain size gradually decreases, and hence, the 40/70 sand component gradually increases in comparison to the 20/40 fraction.

9.3 Density Measurements

As part of preparation for this Technical Report and a mineral resource estimate at the Blair Property, SES conducted sampling on an open pit/excavation at the Blair Property, and on archival auger return material from both the Blair Property (drillhole SEH-1) for density and proppant characterization test work. The location and results of the bulk density sample test work is presented in Table 9.1.

A total of 11 samples were collected and analyzed for bulk density analysis at Stim-Lab. The results of the analysis yield minimum, maximum and average bulk density values of 1.50 g/cm3 , 1.64 g/cm3 and 1.55 g/cm3 , respectively (Table 9.1). As any material taken from the Blair Property would be bulk mined, the authors have, therefore, selected a conservative loose bulk density value of 1.55 g/cm3 for the conversion of volume to tonnes in this Technical Report.

			Elevation(feet above	Collectionlocation	Material	Bulkdensity
Sample ID	Latitude	Longitude	sea level)	description	(kg)	(g/cm3)
PHX-01-A	44°19'19.68"N	91°18'2.76"W	990	Open pit/excavation	0.5	1.52
PHX-01-B	44°19'20.16"N	91°18'5.40"W	990	Open pit/excavation	0.5	1.50
PHX-02-A	44°19'19.86"N	91°18'2.94"W	980	Open pit/excavation	0.5	1.56
PHX-02-B	44°19'20.34"N	91°18'5.34"W	980	Open pit/excavation	0.5	1.56
PHX-03-A	44°19'20.16"N	91°18'3.06"W	970	Open pit/excavation	0.5	1.55
PHX-03-B	44°19'20.58"N	91°18'5.16"W	970	Open pit/excavation	0.5	1.58
PHX-04-A	44°19'20.58"N	91°18'2.82"W	960	Open pit/excavation	0.5	1.54
PHX-04-B	44°19'22.26"N	91°18'4.50"W	960	Open pit/excavation	0.5	1.53
PHX-05-A	44°19'22.20"N	91°18'3.00"W	950	Open pit/excavation	0.5	1.53
PHX-05-B	44°19'22.44"N	91°18'4.14"W	950	Open pit/excavation	0.5	1.52
SEH-1	44°19'50.46"N	91°18'7.52"W	/	Drillhole composite	5.0	1.64
					Minimum	1.50
					Maximum	1.64
					Average (all)	1.55

Table 9.1. Description of samples collected during the site inspection and analyzed for bulk density.

10 Drilling

The mineral resource estimations presented in this Technical Report use lithological information and gradation analytical results from historical drill programs together with the results of SES's 2019 drillhole program. As the historical and current drilling information is used in the resource estimations, both programs are described in more detail in the following text.

10.1 Historical (2012-2016) Drill Program Results

Total historical drilling at the Blair Property included 12 drill holes totalling 1,318.0 feet (401.7 m; Figure 10.1; Table 10.1). Historical auger drill programs were conducted by SPW at the Blair Property in 2012, 2013, 2015 and 2016. The drilling included:

A 2012-2013 auger drillhole program of 9 holes (TB-1 to TB-9) totalling 959.0 feet (292.3 m) conducted by Summit on behalf of SPW;
A 2015 auger drillhole test program, which consisted of one hole (SEH-01; 129.0 feet; 39.3 m) conducted by SEH on behalf of SPW; and
A 2016 auger drillhole test program that drilled 2 holes (SEH-B1 and SEH-B2) that totaled 130 feet (39.6 m).

The historical holes were completed using truck-mounted air rotary auger drill rigs were used to drill vertical (-90º) auger holes with zero orientations. Spacing between drillholes varied from 280 feet (86 m) to 1,560 feet (475 m).

A summary of the drillhole descriptions is presented in Table 10.1. Example Wonewoc Formation intersections include:

Drillhole SEH-1 intersected 109.4 feet (33.3 m) continuous section of light brown to orange, sub-rounded to well-rounded, moderately to well-sorted Wonewoc Formation sandstone.
Drillhole TB-2 intersected 129 feet (39.3 m) continuous section of light brown to orange, sub-rounded to well-rounded, moderately to well-sorted Wonewoc Formation sandstone.
Drillholes TB-4 to TB-7 were all drilled to a depth of 91 feet (27.7 m) and intersected between 87.0-91.0 feet (26.5-27.7 m) of continuous section of light brown to orange, sub-rounded to well-rounded, moderately to well-sorted Wonewoc Formation sandstone (Table 10.1).
Drillholes SEH-B1 and SEH-B2 were both drilled to a depth of 115 feet (35.1 m) and intersected 90.1 feet and 84.7 feet of Wonewoc Formation, respectively (27.5 m and 25.8 m).

Figure 10.1. Auger drillhole locations at the Blair Property. Cross-section lines A-A' and B-B' relate to Figures 9.1 and 9.2.

Table 10.1. Summary of the historical (2012-2016) drillhole programs conducted by SPW at the Blair Property.

											Wonewoc	Formation
No.	DrillHole	Year	EastingUTM,Z15NAD83	NorthingUTM,Z15NAD83	Adjustedelevation1(m)	Originalelevation1(m)	ElevationDifference(m)	EOH(feet)	OverburdenandTunnelCitydepth(feet)	From(feet)	To(feet)	Total(feet)	Total(m)
1	SEH-1HWY53	2015	635370.7	4910004.1	309	314.4	-5.6	129.0	19.6	19.6	129.0	109.4	33.3
2	2166-03-TB-1	2012	635048.9	4909443.2	315	313.8	0.7	160.0	12.0	12.0	160.0	148.0	45.1
3	2166-03-TB-2	2012	635270.3	4909844.7	313	313.9	-0.6	140.0	11.0	11.0	140.0	129.0	39.3
4	2166-030TB-3	2012	635568.5	4909995.2	314	308.8	5.1	139.0	7.0	7.0	139.0	132.0	40.2
5	2166-03-TB-4	2013	635054.8	4909142.1	314	311.5	2.7	91.0	4.0	4.0	91.0	87.0	26.5
6	2166-03-TB-5	2013	635040.1	4909649.8	310	310.0	0.1	91.0	3.0	3.0	91.0	88.0	26.8
7	2166-03-TB-6	2013	635143.4	4910063.1	315	311.5	3.8	91.0	0.5	0.5	91.0	90.5	27.6
8	2166-03-TB-7	2013	635403.2	4910089.7	314	312.1	1.6	91.0	0.0	0.0	91.0	91.0	27.7
9	2166-03-TB-8	2013	635311.7	4909520.0	292	292.9	-0.7	65.0	0.0	0.0	65.0	65.0	19.8
10	2166-03-TB-9	2013	635488.8	4909038.8	313	314.9	-2.2	91.0	4.0	4.0	91.0	87.0	26.5
11	SEH-B1	2016	633954.9	4909439.4	315	315.1	-0.1	115.0	24.9	24.9	115.0	90.1	27.5
12	SEH-B2	2016	633828.7	4909897.7	315	314.8	0.1	115.0	30.3	30.3	115.0	84.7	25.8
							Total	1,318.0			Total	1,201.7	366.3

1 Original drillhole GPS elevation adjusted using the LiDar surface topography in the 3-D geological model.

10.2 SES (2019) Drill Program Results

In 2019, SES conducted an auger drill program to test the subsurface and Wonewoc Formation silica sand in the general Blair Property area. Barr Engineering Company of Minneapolis, MN drilled 15 holes totalling 1,909.91 feet (582.14 m; Figure 10.1; Table 10.2). Of the 15 drillholes, 4 holes were located southwest, and outside of the boundary, of the Blair Property to test the extent of the Wonewoc Formation in this area. Accordingly, 2019 drilling within the boundary of the Blair Property included 11 drillholes totalling 1,404.95 feet (428.23 m). The drillhole program used similar equipment to the historical drilling; i.e., a truck-mounted air rotary auger rig that drilled vertical (-90º) auger holes at zero orientation. The auger stem diameter was 6 inches (15 cm). Spacing between 2019 drillholes varied from 853 feet (260 m) to 1,580 feet (482 m).

Of the 1,404.95 feet (428.23 m) of Blair Property drilling, the 2019 drill program intersected 975.0 feet (297.2 m) of Wonewoc Formation sandstone. The program showed that drill-testing in the western part of the Property yielded Wonewoc Formation sandstone with thicknesses of between 80 and 110 feet (24.4 to 33.5 m; Table 10.2). This is in-line with the thickness of the Wonewoc for the overall Blair Property, which varies from 40 feet (12.2 m) to 129 feet (39.3 m) and averaged 88 feet (26.7 m).

Samples for grain size particle distribution analysis were collected for every 5-foot (1.5 m) intersection of Wonewoc Formation including the shoulder contacts of the Wonewoc Formation with its overlying Pleistocene overburden. The gradation analysis was completed by FracTAL.

10.3 Gradation Analysis and Proppant Characterization Test Work

Grain size distribution analyses on all Wonewoc Formation intersections were conducted on 5-foot intervals (approximately 1.5 m) with some 2012-2013 sample intervals at 10-foot intervals (3.0 m). FracTAL conducted sieve analyses on samples from the 2012-2013 TB-series drillholes and the SES 2019 auger cutting samples, and SEH performed sieve analysis on the 2015-2016 SEH-series drillholes. The sieve data are summarized in Section 14.1, Data Summary.

With respect to proppant characterization, the following samples were sent to laboratories for proppant parameter test work:

2 Wonewoc samples from drillholes TB-4 and TB-5 was sent to PropTester (samples 2222 and 2226);
3 Wonewoc samples from drillholes TB-1, TB-5 and TB-6 was sent to FracTAL (samples 2226+2227, 2229 and 1750); and
A composite Wonewoc sample from drillholes TB-1, TB-2 and TB-3 was sent to FracTAL (sample SPC; a composite of 1752+1768+1782).

The proppant characterization test work results are presented in Section 13, Mineral Processing.

Table 10.2. Summary of SES's 2019 drillhole program at the Blair Property. Drillholes within the current boundary of the Blair Property are highlighted in grey.

											Wonewoc	Formation
No.	DrillHole	Year	EastingN83Z15	NorthingN83Z15	Adujstedelevation1(m)	Originalelevation1(m)	ElevationDifference(m)	EOH(m)	OverburdenandTunnelCitydepth(m)	From(feet)	To(feet)	Total(feet)	Total(m)
13	B2	2019	633538.1	4908843.5	326	326.3	0.0	39.6	19.8	65.0	130.0	65.0	19.8
14	B3	2019	632991.2	4909161.5	312	312.1	0.0	35.1	9.1	30.0	115.0	85.0	25.9
15	B4	2019	633798.5	4909133.5	320	320.2	0.1	39.6	15.2	50.0	130.0	80.0	24.4
16	B5	2019	634269.1	4909222.8	313	313.2	0.1	39.6	10.7	35.0	130.0	95.0	29.0
17	B7	2019	633235.3	4909399.7	327	326.9	-0.2	39.6	18.3	60.0	130.0	70.0	21.3
18	B8	2019	633805.4	4909506.5	324	323.7	0.0	36.6	16.8	55.0	120.0	65.0	19.8
19	B9	2019	634503.5	4909532.2	316	316.2	0.2	39.6	9.1	30.0	130.0	100.0	30.5
20	B11	2019	634087.3	4909751.3	328	327.8	0.0	39.6	19.8	65.0	130.0	65.0	19.8
21	B13	2019	634129.8	4910366.3	320	320.2	0.0	35.1	4.6	15.0	115.0	100.0	30.5
22	B15	2019	633253.0	4908952.9	317	317.5	-0.1	39.6	9.1	30.0	130.0	100.0	30.5
23	B17	2019	633596.9	4909296.3	325	325.7	-0.5	39.6	16.8	55.0	130.0	75.0	22.9
24	B18	2019	634106.9	4909472.7	313	313.4	0.1	39.6	9.1	30.0	130.0	100.0	30.5
25	B19	2019	635101.3	4909426.3	315	315.0	0.2	39.6	6.1	20.0	130.0	110.0	33.5
26	B21	2019	634447.2	4909882.2	314	314.1	0.0	39.6	6.1	20.0	130.0	110.0	33.5
27	B23	2019	633999.8	4910081.6	324	323.8	0.1	39.6	16.8	55.0	130.0	75.0	22.9
							Total	582.14			Total	1,295.0	394.7
(withinProperty)TotaltheBlair						428.23				975.00	297.17

1 Original drillhole GPS elevation adjusted using the LiDar surface topography in the 3-D geological model.

11 Sample Preparation, Analyses and Security

11.1 Sample Preparation

Auger return samples from the 2012-2013, 2015-2016 and 2019 auger test hole programs were analyzed for particle size/gradation analysis. The drill cutting samples were recovered from the auger stems and/or the rigs air discharge exhaust by bagging channel representative handfuls of auger returns for every 5 feet (1.5 m) of auger drilling. Note: some of the 2012-2013 TB-series drillholes were sampled at 10-foot (3.0 m) intervals.

The samples were hand-mixed and split into at least two separate sample splits: one for particle size/gradation analysis; and one for archival at SPW/SES. In some instances, a third sample split was taken for proppant test work characterization.

11.2 Analytical Procedures

A total of 357 samples were analyzed for particle size/gradation analysis at the Blair Property (Appendix 1). These data were used to form the 'assay' database for the resource estimation presented in this Technical Report (see Section 14, Mineral Resource Estimates for a statistical summary of the resulting gradation data).

The particle size/gradation analyses were conducted by third-party consultants: FracTAL and SEH. Analytical procedures generally included: drying the sample; sieving out the >8 mesh fraction; washing and drying the sample; and sieving the resulting sample using the sieve test procedure outlined in ASTM E11 (ASTM, 1995).

The resulting sieve results are reported in the following mesh size fractions: 12 (1.820 mm), 16 (1.270 mm), 18 (1.080 mm), 20 (925 μm), 25 (775 μm), 30 (660 μm), 35 (550 μm), 40 (471 μm), 45 (396 μm), 50 (337 μm), 60 (283 μm) 70 (242 μm), 100 (174 μm), 140 (126 μm), 200 (91 μm), and Pan (or <91 μm). Note: chronologically, some of the analytically work did not capture sieve data for all the noted sieve sizes. For example, the 140-mesh fraction was not analyzed or recorded for 65 samples as part of the 2012-2013 TB-series (drillholes TB-1 to TB-9).

In addition to the particle size/gradation analyses, a smaller subset of samples and their respective size fractions (n=4) was analyzed for proppant test work following the specifications of ISO 13503-2:2006/ Amd.1:2009E (International Standards, 2009). This test work is described in Section 13, Mineral Processing and Metallurgical Testing. Proppant characterization test work was completed at PropTester and Stim-Lab.

The proppant test work samples were dried, weighed and washed through a 200 mesh sieve. The sample retained on the sieve was then dried and reweighed. The percent loss was calculated from the material that washed through the sieve. The 20/40, 30/50 and 40/70 size fractions were isolated for testing, which includes:

• Bulk density: The unit mass of an untapped or unsettled proppant that will occupy a specific known volume; e.g., how many grams per cubic centimeter.

Sphericity and Roundness (Krumbein Shape Factors): Sphericity is the measure of how spherical a given proppant particle is. Roundness is the measure of the lack of sharp edges or angularity.
Acid Solubility: A mass loss (gravimetric) test method that determines the degree of solubility of natural sand in a 12:3 blend of Hydrochloric and Hydrofluoric acids.
Turbidity: A method using transmittance or reflectance of light to measure the number of fines that are <200 mesh in diameter, including clay, silt, proppant fines, etc.
Crush Resistance: A measurement of the strength of a mass of screened, finesfree dry proppant to force applied over a fixed cross-sectional area.

11.3 Security and Laboratory Accreditations

The drill programs and subsequent logging and sampling was conducted by Summit (2012-2013), SEH (2015-2016) and SES (2019). The author assumes Summit and SEH followed the industry standard protocols for sample chain-of-custody, but the senior author has been unable to confirm this. The third-party consultants did include engineers that oversaw the drill program sampling through to laboratory analysis. The SES 2019 program was conducted by SES staff with sampling and security instructions as provided by the senior author.

The laboratories selected by SPW and SES are independent laboratories (PropTester, SEH, Stim-Lab and FracTAL). The analytical methods carried out by the laboratory is standard and routine in the field of silica sand and proppant characterization test work and are pursuant to International Standard ISO 13503-2.

11.4 Quality Assurance - Quality Control

A limitation of the dataset is the lack of Quality Assurance – Quality Control ("QA-QC") in the historical and current auger return material sampling and analytical work. It is the opinion of QP that the auger programs – and more specifically, the analytical gradation results of the auger return material as collected and analyzed by the contractors provide sufficient material to assess the Wonewoc Formation at the Blair Property. It is the authors experience that QA-QC protocols are not as common in evaluation of Wisconsin sand deposits as, for example, metallic mineral deposits. This is particularly true for sand derived from known silica sand producing formations such as the Wonewoc Formation.

During 2019, SES did a 'semi-drillhole twinning' that can be used for QA-QC evaluation. By "semi- ", the author notes that drillhole TB-3 drilled by Summit in 2012 and drillhole B19 drilled by Barr Engineering Company in 2019 are situated within 165 feet (50 m) of one another. Despite this distance of separate, the downhole gradation analytical results were compared for these two holes, which were completed roughly 7 years apart. Figure 11.1 shows that the gradation data at various sieve sizes for the two holes correlate quite well in intervals between 20 and 110 feet (6.1-33.5 m) and provides some additional confidence in the gradation dataset used in this Technical Report.

Figure 11.1. Gradation analytical results from semi-twinned drillholes TB-3 (2012) and B19 (2019). The two holes are within 165 feet (50 m) of one another.

In addition, the authors have reviewed the gradation data obtained from the 2012- 2015 auger programs using quantile-quantile plots of 20/40 and 40/70 fractions from 10 auger holes and 78 sieve analyses. The purpose of this exercise is to compare the data from samples that were analyzed at two different laboratories (FracTAL versus SEH).

The quantile-quantile plots of 20/40 and 40/70 fractions show there is good agreement between the FracTAL and SEH sieve results, particularly for the 40/70 size fractions (Figure 11.2). The 20/40 comparison includes some stepping, which is attributed to a general lack of data from the single SEH auger drillhole used in the comparison (versus nine TB-series holes, the samples of which were analyzed at FracTAL.

Figure 11.2. Statistical assessment of the 20/40 and 40/70 fractions from the Blair Property. Quantile-quantile plots of the entire dataset (n=78 analysis) comparing sieve data from two separate laboratories.

To end, the senior author has reviewed the sample preparation, analyses and security and found no significant issues or inconsistencies that would cause one to question the validity of the data. Based on the senior author's research of silica sand sampling and analytical protocols, Mr. Eccles, P. Geol. is satisfied to include these data in resource modelling, evaluation and estimations as part of Blair 2019 Indicated and Inferred Silica (Frac) Sand Resource estimates presented in this Technical Report.

12 Data Verification

The QP was not involved in the drill programs, sample collection and security, or laboratory analytical instructions. During subsequent site inspections by the QP, it was not possible to confirm drill collar coordinates as the drilling occurred in farmer fields and as such any markers or collar material were ploughed under. Accordingly, the QP is reliant on drill and sample information as provided by the Companies (SPW and SES).

Having said this, the drilling, logging, sampling and analytical test work processes employed during the 2012, 2013, 2015, 2016 and 2019 auger test drilling and sampling programs was conducted by independent, recognized and established third-party consultants, including Summit, SEH and Barr Engineering Company. Importantly, and regardless of year or contractor, the auger programs adopted the same auger methodology using truck mounted air rotary auger rigs to drill vertical (-90º) auger holes with zero orientations. It is the opinion of the QP, therefore, that the auger programs – and more specifically, the auger returns as collected by contractors provide sufficient material to assess the Wonewoc Formation at the Blair Property.

With respect to the gradation data, which forms the main estimation data file (see Section 14.2), verification procedures applied by the QP included reviewing the original hardcopy driller notes, drill logs and laboratory certificates, and comparing this information against the electronic datasets. In some instances, the APEX staff had to convert hard copy data to electronic format, in which case the QP reviewed all data conversion. Any inconsistencies between the drill logs and the geology file, and analytical data and the estimation file, were flagged and reviewed. In our review, the authors discovered there were 16 non-sample intervals in the overall gradation dataset. These non-sample intervals were replaced in the estimation file with simulated sieve values using a methodology that insured no resource over-estimation occurred (see Section 14.1.1).

Century Wireline Services Ltd. conducted downhole geophysical surveys. The electronic log profiles were compared in cross-section to the drillhole logs and gradation data; all 3 of which were combined in MicroMine to construct the 3-D geological model. No inconsistencies were observed between the 3 datasets by the QP providing confidence to the stratigraphic continuity of the Wonewoc Formation and the 3-D model used in the estimation process.

With respect to proppant characterization test work (see Section 13), PropTester and Stim-Lab Inc. are independent laboratories and accredited to ISO 17025:2005 in North America offering all ISO 13503-2, ISO13503-5, API RP19C, and API RP56 tests for sand, resin-coated sand, and engineered ceramic proppants.

To conclude, the senior author has reviewed all geotechnical and geochemical data and found no significant issues or inconsistencies that would cause one to question the validity of the data. Hardcopy and electronic reviews by the QP confirmed the data were generated with proper procedures, has been accurately transcribed form the original source and is suitable for use in this Technical Report. The QA-QC testing conducted by the QP also increased the confidence level of the dataset. Based on previous experience with the Wonewoc Formation silica sand in Trempealeau County (Eccles et al., 2017, 2018), and the senior author's research of silica sand sampling and analytical protocols, Mr. Eccles, P. Geol. is satisfied to include these data in resource modelling, evaluation and estimations as part of Blair Silica Sand Resource Estimates presented in this Technical Report.

13 Mineral Processing and Metallurgical Testing

International Standards ISO 13503-2:2006/Amd.1:2009E provides the specifications for the measurement of properties of proppants used in hydraulic fracturing operations. Paleozoic age bedrock layers of quartzose sandstone in the central mid-continent of North America are known as some of the most mineralogically pure sandstone on Earth with greater than 95% of the sand grains consisting of silicon dioxide (SiO2). Whole rock chemical analysis (x-ray fluorescence) of the Wonewoc Formation sandstone, which was conducted by the Department of Natural Resources (Brown, 2012), shows the Wonewoc silica sand consists of: 99.20-99.70% silicon dioxide (SiO2).

Consequently, the Wonewoc Formation is known for having few deleterious minerals. To test this theory, the overall strength of the sand is directly related to its high SiO2 content, and SES has conducted proppant test work on a total of 7 samples from the Blair Property. These samples were analyzed at PropTester and FracTAL laboratories. In addition, SES sent a single composite sample from drillhole SEH-1 at the Blair Property to Stim-Lab. These independent laboratories offer ISO 13503-2 tests for sand proppant. The size fractions tested includes: 20/40, 30/50 and 40/70. The results of the test work are summarized in the following text. The results of the proppant pre-test sieve analysis and proppant characterization test work are presented in Tables 13.1 and 13.2.

13.1 Fracturing Proppant Sizes

ISO 13503-2:2006/Amd.1:2009E states that a minimum of 90% of the tested proppant sample shall pass the coarsest designated (or first primary) sieve and be retained on the fine designated (or second primary) sieve (i.e., 12/20, 20/40, 40/60, etc.). For 20/40 sieve sizes, a minimum of 90% of the tested proppant sample shall pass the 20-mesh sieve and be retained on the 40-mesh sieve. Not over 0.1% of the total tested proppant sample shall be larger than the first sieve size in the sieve stack specified in ASTM E11, and not over 1.0% of the total tested proppant sample shall be smaller than the last designated sieve size. All SES samples met the ISO 13503-2:2006 proppant size specification.

Examples of 20/40 size fractions from Blair samples sent to PropTester and FracTAL, and the 20/40, 30/50 and 40/70 size fractions sent to Stim-Lab by SES are presented in

Table 13.1. All proppant samples and size fractions meet the ISO 13503- 2:2006/Amd.1:2009E specifications for fracturing proppant sizes.

13.2 Krumbein Shape Factor: Sphericity and Roundness

Sphericity is a measure of how close the grain is to a sphere, and roundness is a measure of the relative sharpness of grain corners. ISO 13503-2:2006/Amd.1:2009E states that sphericity and roundness for proppant is 0.6 or greater and recommends sphericity and roundness for high-strength proppant is 0.7 or greater.

Table 13.1. Examples of the 20/40 fraction sieve analysis to ensure the proppant meets ISO 13503- 2:2006/Amd.1:2009E specifications prior to proppant test work.

		2226&2227 (20/40)		1752, 1768, & 1782 (20/40)		1799 (20/40)
	Retained	Cumulative	Retained	Cumulative	Retained	Cumulative
Seive No.	(%)	(%)	(%)	(%)	(%)	(%)
16	0	0	0	0	0	0
18	0	0	0.1	0	0	0.1
20	0	0	3.3	0	0.2	3.4
25	17.3	17.3	16.8	17.3	13.9	20.2
30	27.0	44.3	26.6	44.3	24.7	46.8
35	30.4	74.7	33.4	74.7	32.7	80.2
40	24.8	99.4	16.3	99.4	26.9	96.5
45	0.4	99.9	3.3	99.9	0.8	99.8
50	0	99.9	0.2	99.9	0.8	100
60	0	99.9	0	99.9	0	100
70	0	99.9	0	99.9	0	100
100	0	99.9	0	99.9	0	100
200	0	99.9	0	99.9	0	100
Pan	0	99.9	0	99.9	0	100

	SEH-1 (20/40)			SEH-1 (30/50)		SEH-1 (40/70)
	Retained	Cumulative	Retained	Cumulative	Retained	Cumulative
Seive No.	(%)	(%)	(%)	(%)	(%)	(%)
16	0	0	0	0	0	0
18	0	0	0	0	0	0
20	0.1	0.1	0	0	0	0
25	11	11.1	0	0	0	0
30	21.1	32.2	0.5	0.2	0	0
35	31.3	63.5	2.8	23.8	0	0
40	35.5	99.0	26.3	50.0	2.4	2.4
45	1	100	26.7	76.7	26.9	29.4
50	0	100	23.1	99.8	27.5	56.8
60	0	100	0.2	100	23.3	80.1
70	0	100	0	100	19.7	99.8
100	0	100	0	100	0	100
200	0	100	0	100	0	100
Pan	0	100	0	100	0	100

Table 13.2. Summary of proppant characterization test work conducted by Source Energy Services at the Blair Property.

Turbidity Test (FTU) 2

											(to 10% psi) 1
Sample ID	Drillhole ID	Laboratory	Grainsizefraction	DateReceivedby lab	Bulkdensity(g/cm3)	Krumbeinshape factor(roundness)	Krumbeinshapefactor(sphericity)	Meanparticaldiameter(mm)	Medianparticaldiameter(mm)	4000(psi)	5000(psi)	6000(psi)	7000(psi)	8000(psi)	9000(psi)	10000(psi)	Acidsolubility(12:3 HCl:HF)
2222	TB-4	PropTester	20/40	04-Mar-13	/	/	/	/	/	/	/		9.40 13.50	/	/	/	2.4	/
2222	TB-4	PropTester	40/70	04-Mar-13	/	/	/	/	/	/	/	/		9.70 13.20	/	/	2.1	/
2226	TB-5	PropTester	30/50	04-Mar-13	/	/	/	/	/	/	/	/		7.80 12.60	/	/	1.9	/
2226 & 2227 Composite	TB-5	Fractal	20/40	23-Jan-13	1.56	/	/	0.596	0.581	/	/		8.50 13.90	/	/	/	/	/
22291750	TB-6TB-1	FractalFractal	40/70	23-Jan-13	1.50	/	/	0.328	0.329	/	/		8.50 12.50	/	/	/	/	/
SPC20/40(Composite of 1752, 1768 & 1782)	TB-1, TB-2 & TB-3	Fractal	20/40	09-Nov-12	1.57	/	/	0.609	0.590	/	/		9.40 17.90	/	/	/	/	/
SPC30/50(Composite of 1752, 1768 & 1782)	TB-1, TB-2 & TB-3	Fractal	30/50	09-Nov-12	1.55	/	/	0.461	0.456	/	/		8.40 11.90	/	/	/	/	/
SEH-1	SEH-1	Stim-Lab	20/40	28-Jan-17	1.56	0.70	0.80	/	/	2.60	/		7.50 14.40	/	/	/	0.70	6
SEH-1	SEH-1	Stim-Lab	30/50	28-Jan-17	1.53	0.70	0.80	/	/	1.50	/	/		7.60 10.40	/	/	0.80	3
SEH-1	SEH-1	Stim-Lab	40/70	28-Jan-17	1.50	0.70	0.70	/	/	/	2.10	/	/	/		8.90 10.70	0.90	3

psi is pounds per square inch

NTU = nephelometric turbidity unit; FTU = formazine turbidity unit

Highest stress level in which the proppant generates no more than 10% crushed material, rounded to the nearest 1,000 psi (or K-value)

International standards for proppant specification (ISO 13503-2; 2009-11-01):

Average sphericity of 0.6 or greater
Average roundness of 0.6 or greater
Maximum acid solubility of grains <30/50 is 3.0% and for grains ≥30/50 is 2.0%
Turbidity shall not exceed 250 NTU (FTU)

Crush resistance

A single sample from Blair drillhole SEH-1 was analyzed for Krumbein shape factors at Stim-Lab (Table 13.2). The 20/40, 30/50 and 40/70 fractions all have sphericity shape factors of greater than 0.7 meeting the criteria for high-strength proppant; the 20/40 and 30/50 fractions from SEH-1 both have sphericities of 0.8.

13.3 Acid Solubility

Acid Solubility provides an indication of the number of undesirable contaminants in a sand sample by determining its solubility when soaked in a hydrochloric-hydrofluoric acid (HCL-HFL) solution. ISO 13503-2:2006/Amd.1:2009E states that the acid soluble material in proppants shall not exceed 2.0 and 3.0 for proppant larger than or equal to the 30/50 and smaller than 30/50 mesh fractions, respectively.

Three samples, which included various 20/40, 30/50 and 40/70 size fractions, from the Blair property were tested at PropTester and Stim-Lab (Table 13.2). Acid solubility results met the ISO specification for the: 2222 (20/40 fraction), 2226 (30/50), SEH-1 (20/40), SEH-1 (30/50) and SEH-1 (40/70) samples. A single PropTester test, sample 2222 (40/70), failed the ISO acid solubility specification.

13.4 Maximum Proppant Turbidity

Turbidity is the measurement of the amount of clay and silt sized particles contained in sand sample by placing it in water and measuring the overall turbidity of the liquid. ISO 13503-2:2006/Amd.1:2009E states that the turbidity of all fracturing proppants shall not exceed 250 nephelometric turbidity units (NTU).

All the samples (n=3) satisfy this specification with turbidity's of <9 NTU (Table 13.2).

13.5 Maximum Crush Material

Crush resistance is determined by subjecting a sand sample to specific pressures for a designated amount of time and measuring the resulting number of fines (percent by weight). As per ISO 13503-2:2006/Amd.1:2009E, determination of the the highest stress level at which proppant generates no more than 10% crushed material, rounded down to the nearest 6.9 MPa (1,000 psi), represents the maximum stress that the material can withstand without exceeding 10% crush (International Standards, 2009).

The crush resistance, "k" value for the various size fractions from the Blair Property include:

Four of four 20/40 fractions all resulted in 6k crush resistance;
Three 30/50 fractions resulted in 6k (n=1 sample) and 7k (n=2 samples) crush resistance;
Three 40/70 fractions resulted in 6K, 7k and 9k crush resistance (Table 13.2).

These "k" values are typical for Cambrian Wonewoc sandstone in western Wisconsin. For example, Brown (2012) cited 20/40, 30/50 and 40/70 crush resistance values of 6k, 7k and 10k, respectively. All the 20/40 fractions meet this general comparison. One the

three samples from the 30/50 fraction yielded a low (6K) crush result. Two of the three 40/70 fractions yielded low (6K and 7k) crush results are considered to have low crushability in comparison to other western Wisconsin area Wonewoc fraction test results. Because the overall strength of the sand correlates directly with high SiO2 content, the Wonewoc Formation at the Blair Property has a negligible amount of deleterious minerals. This observation holds particularly true for the 20/40 sand fraction, which pass all ISO crush specifications.

To conclude, the published specifications and standards for industrial minerals should be used primarily as a screening mechanism to establish the marketability of an industrial mineral. The suitability of an industrial mineral for use in specific applications can only be determined through detailed market investigations and discussions with potential consumers.

Albeit a limited number of samples, the proppant test work results show that Wonewoc Formation silica sand from the Blair Property generally meets the recommendations set forth in International Standards ISO 13503-2:2006/Amd.1:2009E for sieve size fractions, sphericity, roundness, acid solubility, turbidity and crush classification.

Acid solubility results of a single 40/70 sample from the Blair deposit failed the ISO specification (versus five analyses of various size fractions that met the ISO specification). In addition, it is noted that the crush analysis of some of the 30/50 and 40/70 fractions from the Blair Property had relatively low "k-values" in comparison to similar size fractions from other western Wisconsin area Wonewoc test results. Some 30/50 sample fractions from the Blair Property, however, also yielded acceptable crush resistance values of 7K. The author recommends that additional testing is required on the Blair Property 40/70 sand fractions to assess its quality based on ISO specifications.

Accordingly, and with respect to reporting a resource estimate that abides by the General Guidelines of NI 43-101, the proppant test work results show that the Wonewoc Formation silica sand from the Blair Property has reasonable prospect of economic extraction.

14 Mineral Resource Estimates

Resource analysis, 3-D geological modelling and resource estimation were prepared by Mr. Black, M.Sc. P. Geo. of APEX (under the direct supervision of Mr. Eccles, M.Sc. P. Geol.). Mr. Black estimated the 3-D block model, conducted statistical analysis and calculated the resource estimations. The workflow implemented for the calculation of the Blair Property Silica Sand Resource Estimate was completed using the commercial mine planning software MICROMINE (v 18.0). The Anaconda Python distribution (Continuum Analytics, 2017) and contributions made by Mr. Black to the Python module for geostatistical modelling, pygeostat (CCG, 2016), are used for supplemental data analysis. Mr. Eccles coordinated the 3-D geological model and resource estimation, reviewed all information and takes overall responsibility for the resource estimate presented in this Technical Report.

A site visit was conducted by Mr. R. Eccles on November 6, 2018 that included inspection of: 1) areas of mine/resource depletion, the current open pit mine face and discussion of the future mine plan direction; 2) the targeted Wonewoc Formation silica sand unit that is stratigraphically uniform and dominated by white (clean) to iron-stained, medium- to coarse-grained, silica sand; 3) the outgoing slurry pipeline portal, which is designed to transport wet sand product to the Dry Plant; and 4) the newly disclosed contiguous land position, which extends westward from the current Blair Mine site.

The 2019 Indicated and Inferred Blair Silica Sand Resource Estimates are reported in accordance with NI 43-101 and has been estimated using the CIM Estimation of Mineral Resources and Mineral Reserves Best Practice Guidelines (2003) and CIM Definition Standards for Mineral Resources and Mineral Reserves (2014). Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no guarantee that all or any part of the mineral resource will be converted into a mineral reserve.

14.1 Data Summary

14.1.1 Auger Drilling and Sand Sample Processing

SES provided APEX with data collected from 23 vertical auger holes drilled within the Blair Property and an additional four vertical auger holes within 500 m of the Property (Figure 14.1). Stratigraphic data is used to define geological units as described in Section 14.3.1 and particle size/gradation analysis is used to estimate the 3-D block model, as described in Section 14.4. The following is a description of the dataset considered important for the calculation of the 20 19 Indicated and Inferred Blair Silica Sand Resource Estimates.

Grain size particle distribution analyses were conducted throughout intersections with adequate sample recovery. Samples were taken approximately every 5 feet (1.52 m), which correlates to the length of an auger stem.

Sampling was not completed on select intervals in auger holes: TB-1 (n=1 nonsample); TB-3 (n=1); TB-4 (n=1) and TB-5 to TB-9 (n=13). The missing sample intervals were manually corrected by the authors who compared gradation data of the non-sample intervals with adjacent auger holes that were sampled in their entirety in cross-section. This analysis illustrated that the non-sample intervals were likely skipped due to an increased amount of +20 (gravel) or 70/200 (fines) material that may have led to poor recovery or were selectively skipped.

To ensure the resource estimate is representative, the non-sampled intervals were assigned one of two sets of simulated sieve percentages. The 'Gravel'-rich and 'Fines' rich non-sample sieve percentages are presented in Table 14.1. The simulated sample spikes were designed to avoid any over-estimation in the resource estimations. The assigned values were determined by selecting a subset of measurements that best represent the material that was not sampled. In total, the assay, or gradation, dataset consisted of 357 samples and 16 simulated Gravel or Fines non-samples (Table 14.2). Hence, a total of 373 gradation data were used to calculate the 2019 Indicated and Inferred Blair Silica Sand Resource Estimates.

Class	20_Sum	30_Sum	40_Sum	50_Sum	70_Sum	100	140	200	Pan	Total
Gravel	9.20	20.90	26.38	20.60	12.40	5.19	0.00	4.70	0.62	99.99
Fines	1.38	3.12	9.56	15.54	19.90	19.69	0.00	28.19	2.63	100.01

Table 14.1. Assigned 'gravel' and 'fines' sieve percentages that were applied to non-sample intervals.

Table 14.2. Summary of interval types used for the 2019 Blair Silica Sand Resource Estimates.

Formation	Samples collected	No recovery	Non-sample(Gravel)	Non-sample(Fines)
Wonewoc	357	-	8	8

The mesh-size (U.S. Standard) fractions measured include +4-, 10-, 16-, 18-, 20-, 25- , 30-, 35-, 40-, 45-, 50-, 60-, 70-, 100-, 120-, 140-, 200-mesh and Pan. However; the mesh fractions were not homotopically measured across all drilling campaigns (i.e., 2009, 2010, and 2012). The size fractions measured for each drilling campaign are as follows:

SEH-1 series: +4, 10, 16, 20, 30, 40, 50, 70, 100, 140, 200, PAN (n=1 drillhole)
SEH-B series: +10, 16, 20, 30, 40, 50, 70, 100, 140, 200, PAN (n=2 drillholes)
B series: +16, 18, 20, 25, 30, 35, 40, 45, 50, 60, 70, 100, 140, 200, PAN (n=15 drillholes).
TB series: +16, 18, 20, 25, 30, 35, 40, 45, 50, 60, 70, 100, 200, PAN (n=9 drillholes).

As the size fractions 20/40, 30/50, 40/70, 50/100, 50/200, and 50/140 are of economic importance, the only consistent size fractions of interest for the 2019 Indicated and Inferred Blair Silica Sand Resource Estimates are the following: 20, 30, 40, 50, 70, 100, 140, 200, PAN. Therefore, size fractions in between the size fractions of interest were combined so that data from different years contained the same information and to reduce the number of variables requiring estimation. For example, the size fractions 10 and 16 are merged with 20, and the size fraction 25 is merged with 30.

However, the size fraction 140 was not measured in auger holes from the TB series (n=9). Therefore, the size fraction 50/140 is only reported for the western part of the Property (i.e., easting is less than 634740 m) where there is a gap in the interpreted Wonewoc formation between the two main claim blocks (Figure 14.1). In the west block, where the 140-sieve size is estimated, it represents the 100/140 size fraction, and the 200-sieve size represents the 140/200 size fraction. In the east block where the 140-sieve size is not estimated, the 200-sieve size represents the 100/200 size fraction.

Figure 14.1. Plan view of the Property, the interpreted Wonewoc and overburden (OB) wireframes, and the auger drillhole locations. The mined area is illustrated by the dark-gray shaded region in the southeastern extent of the Wonewoc Formation.

While the +20 and Pan mesh-size are not required to calculate the size fractions of economic importance, they were modelled to ensure all material is accounted for in the final block model. Figure 14.2 and Table 14.3 details the raw distribution and statistics of the size fractions that were used during the estimation of the 2019 Indicated and Inferred Blair Property Silica Sand Resource Estimates.

Figure 14.2. Histograms of raw size fractions analyses completed on samples collected from the Wonewoc Formation.

Table 14.3. Summary statistics of raw size fractions analyses completed on samples collected from the Wonewoc Formation. (Abbreviations: std – standard deviation, var – variance, CV – coefficient of variation, 25% – 25-percentile, 50% – 50-percentile or median, 75% – 75-percentile).

Size Fraction	count	mean	std	var	CV	min	25%	50%	75%	max
20	357	2.77	3.63	13.20	1.31	0.00	0.50	1.40	2.90	19.40
30	357	9.61	6.47	41.84	0.67	0.10	4.60	8.60	13.90	28.10
40	357	19.04	6.45	41.65	0.34	1.80	15.60	19.70	23.50	35.00
50	357	20.81	4.61	21.22	0.22	4.60	17.90	20.70	23.60	35.20
70	357	16.54	5.73	32.82	0.35	5.60	12.40	16.50	19.30	35.70
100	357	10.54	5.35	28.66	0.51	1.80	6.80	9.80	12.70	34.50
140	303	7.03	3.37	11.38	0.48	1.40	4.65	6.50	8.90	18.40
200	357	5.48	5.64	31.80	1.03	0.50	2.60	4.00	6.40	61.20
Pan	357	9.22	5.60	31.37	0.61	0.20	5.20	8.80	12.50	31.30

The 2019 Indicated and Inferred Blair Property Silica Sand Resource Estimate is hosted 'only' within the Wonewoc Formation. Relatively narrow horizons of Tunnel City Group and/or Pleistocene surficial material were examined only to calculate an estimate of the volumes/tonnages of waste material overlying the Wonewoc Formation.

Resource-depleted mined out area were removed from the resource estimation process (Figure 14.1). Of the 27 auger drillholes used during estimation, only TB-9 was completed within the now mined-out area (Figure 14.1).

14.1.2 Data QA/QC

Concerning quality assurance-quality control, the reader is referred to Section 12 Data Verification; a summary of which is provided in the text that follows. The drilling, logging, sampling and test work processes employed during the 2012, 2013, 2015-2016 and 2019 auger test drilling and sampling programs were conducted by independent, recognized and established third-party consultants, including SHE, Summit and Barr Engineering Company. The analytical methods carried out by the independent laboratories are standard and routine in the field of silica sand and proppant characterization test work and are pursuant to International Standard ISO 13503-2.

The resulting auger specifications, drill logs, sample collection and analytical test methods meet industry standards for accuracy and reliability. The authors have reviewed all geological and geochemical data and taken the necessary steps to understand the analytical methodologies that were conducted by the independent laboratories. Subsurface stratigraphic and particle size/gradation data collected during the 2012, 2013, 2015-2016 and 2019 auger drill testing programs were checked for veracity.

The senior author of this Technical Report Mr. Eccles, P. Geol., has found no significant issues or inconsistencies that would cause one to question the validity of the data and is satisfied to include these data in resource modelling, evaluation and estimations as part of the 2019 Indicated and Inferred Blair Silica Sand Resource Estimates presented in this Technical Report.

14.1.3 MICROMINE Database and Validation

APEX prepared all data related to the resource model and estimation as Microsoft Excel spreadsheets and ArcGIS spatial and attribute data before importing the data into MICROMINE. The following datasets were imported into MICROMINE:

Drillholes the drillhole collar and downhole survey file;
Assay file the estimation file comprising all particle size/gradation analyses;
Geology file logged position of the individual litho-units/geological units; and
LiDar survey the bare-earth surface topography survey at 1 m resolution.

A drillhole database is then created within MICROMINE, during which the data is validated, identifying omissions and discrepancies in the data. No validation errors were encountered. APEX used high-resolution bare-earth LiDar that is used as the most

reliable surface model and, accordingly, to fine-tune the collar elevations (see Section 10, Drilling for changes to original non-surveyed collar elevations). No major collar elevation concerns were identified.

14.2 Estimation Domain Definition

14.2.1 Geological Interpretation and Modelling

All 27 auger drillholes have geological information such as litho-stratigraphic formation contacts. The thickness of the Wonewoc intersections varied from 40 feet (12.2 m) to 129 feet (39.3 m) and averaged 88 feet (26.7 m). Stratigraphic formation positions within the drill logs and the geophysical profiles were used to create a 3-D geological model within MICROMINE. Stratigraphic horizons wireframed in the interpretation process include the:

1. Wonewoc Formation, which is the focus of this resource estimate; and
1. Pleistocene surficial material (overburden or OB) which are considered waste material overlying the Wonewoc Formation.

There are rare drillhole intervals within the Wonewoc Formation that did not have samples collected for size fraction analysis. However, lithological logs for these intervals were completed, allowing 3-D interpretation of the Wonewoc Formation without having to make inferences.

The 3-D geological wireframe models of the Wonewoc Formation and overburden were created by modelling 2-dimensional ("2-D") top and bottom surfaces that are then used to generate solids. Most of the auger holes failed to penetrate the entire sequence of the Wonewoc Formation (i.e., the contact with the underlying Eau Claire Formation). Consequently, the Wonewoc Formation basal wireframe interpretation was confined to the base of each of the auger drillhole apart from 3 drillholes (TB-1, TB2 and B19). Geophysical Logs for drillholes TB-1, TB2 and B19 indicate that the holes penetrated the underlying Eau Claire Formation, and therefore, the bottom contact of the Wonewoc Formation was picked using the geophysical logs.

When possible, the 2-D top and bottom surface of the Wonewoc Formation and Overburden are interpreted by connecting adjacent auger holes with tie-lines. To extend the top and bottom surfaces to the boundary of the property, they are extended horizontally outwards to a maximum distance of approximately 650 m in the inferred resource area only. The top 2-D surface of the Wonewoc Formation is used as the overburden bottom surface and the LiDar DEM surface as its top surface. The top and bottom 2-D surfaces are used to generate 3-D solids. The 3-D geological model is clipped to the LiDar DEM surface (Figure 14.3). The resulting 3-D wireframe solids are generally limited to areas close to auger drillhole control, reducing concerns of overextending the geological interpretation.

Once clipped to the surface topology and Property boundaries, and with eliminating the mined-out Wonewoc Formation area, the total 2019 resource area is 2.3 km2 or 229.83 ha. Hence, the size of the resource area has increased substantially between the 2018 and 2019 Blair resource reports (see Section 14.6).

14.2.2 Block Model Parameters

The block model used for the calculation of the Blair Property Silica Sand Resource Estimate fully encapsulate the Wonewoc Formation. When determining block model parameters, data spacing is the primary consideration in addition to ensuring the volume of the 3-D geological models is adequately captured.

Drill spacing varies from 180 feet (55 m) to 1,463 feet (446 m) with the median drillhole spacing of 823 feet (251 m). The data spacing of irregularly spaced drilling can be approximated using a block model and calculating the 90-percentile of the distance from each block's centroid to the nearest sample. Estimation errors are introduced when kriging is used to estimate grade for blocks with a size greater than 25% of the data spacing. As illustrated in Figure 14.4, the 90-percentile distance from each block's centroid to the nearest composite sample is 363 m for the Blair Project.

Based on the data spacing and the detail of the 3-D geological models, a block model with a block size of 65.6 feet x 65.6 feet (20 m x 20 m) in the horizontal directions and 6.6 feet (2 m) in the vertical direction is generated. The final block model is 8,596 feet (2,620 m) long in the east-west direction, 7,152 feet (2,180 m) long in the north-south direction and 230 feet (70 m) deep (Table 14.4). A block factor (BF) is calculated for each of the formations that represent the percentage of the block volume that lies within each formation.

Figure 14.4. Histogram illustrating the distance from each block's centroid to the nearest composite sample (NN, red line) and the distance between each drillholes nearest neighbour (collars, blue line). Abbreviations: n – number of observations; m – mean; σ – standard deviation; CV – coefficient of variation; xmax – maximum value; x75 – 75-percentile; x50 – 50-percentile or median; x25 – 25-percentile; xmin – minimum value; NN – nearest neighbour; x90 – 90-percentile.

Axis	Number of Blocks	Parent Block Size	Minimum Extent	Maximum Extent
		(m)	(m)	(m)
X (Easting)	130	20	633330	635930
Y (Northing)	108	20	4908710	4910870
Z (Elevation)	34	2	267	335

14.2.3 Volumetric Checks

A comparison of wireframe volume versus block model volume is performed to ensure there is no considerable over- or under-stating of tonnage (Table 14.5). The calculated block factor for each block is used to scale its volume when calculating the total volume of the block model. The volume difference is insignificant (total of 0.09%).

		Table 14.5. Wireframe versus block-model volume comparison.
--	--	-------------------------------------------------------------	--	--

Unit	Wireframe Volume(m3)	Block Model Volume(m3)	Volume Difference(%)
OB	10,631,259	10,636,488	0.05%
Wonewoc	43,855,267	43,873,313	0.04%

14.3 Grade Estimation

14.3.1 Introduction

The block model was used to calculate the Blair Property Silica Sand Resource Estimate of the different percentages of silica sand retained on the various screen sizes. The mineral resources were estimated using the ordinary kriging technique. Only the composites located within the Wonewoc wireframes are used to condition the grade estimate of each block located within each respective wireframe.

14.3.2 Compositing

Downhole sample length analysis shows that the drillhole samples range from 3 feet (0.91 m) to 46 feet (14 m) with a dominant sample length of 5 feet (1.52 m). Subsequently, a composite length of 6.6 feet (2 m) was selected as it provides adequate resolution for mining purposes and is equal to, or larger in length than 85.43% of the drillhole samples (Figure 14.5). The remaining 14.57% of samples that are greater than 6.6 feet (2 m) are either 10 feet (3.05 m) samples or one of three samples from the TB auger holes that are irregularly sampled. The largest sample length, excluding non-sample intervals described in Section 14.1.1, was 46 feet (14.02 m) long from auger hole TB-7 that appears to be a large composite sample.

Length-weighted composites are calculated for all samples within the Wonewoc Formation. The compositing process starts from the first point of intersection between the drillhole and the Wonewoc Formation wireframe and is stopped upon an intersection with

the bottom of the Wonewoc Formation wireframe. No composites are calculated that straddle the contacts the overlying overburden or underlying Eau Claire.

Instead of enforcing a maximum composite length of 6.6 feet (2 m), compositing is completed in a manner that redistributes the composite interval to minimize the number of composites that are less than 1 m in length, also known as orphans. This compositing method does cause some composites with lengths greater than 6.6 feet (2 m). However, it is believed that maximizing the number of composites that are approximately 6.6 feet (2 m), in favour of maintaining a strict maximum composite length of 6.6 feet (2 m), mitigates error introduced to the model.

The final lengths of the calculated composites are illustrated in Figure 14.6. It is common practice to use only composites with lengths equal to or greater than half of the selected composite length (6.6 feet or 2 m) for resource estimation. There are no composites that are considered orphans as the minimum and maximum composite length is 5 feet (1.52 m) and 7 feet (2.13 m) respectively.

Figure 14.5. Histogram of raw drillhole sample lengths within the Wonewoc Formation. Abbreviations: n – number of observations; m – mean; σ – standard deviation; CV – coefficient of variation; xmax – maximum value; x75 – 75-percentile; x50 – 50-percentile or median; x25 – 25-percentile; xmin – minimum value.

Figure 14.6. Histogram of composite sample lengths within the Wonewoc Formation. Abbreviations: n – number of observations; m – mean; σ – standard deviation; CV – coefficient of variation; xmax – maximum value; x75 – 75-percentile; x50 – 50-percentile or median; x25 – 25-percentile; xmin – minimum value.

14.3.3 Capping

To ensure sieve measurements are not overestimated, outlier values that appear higher than expected, relative to the global population, are replaced with a maximum cap value. Extreme outlier values are valid measurements; however, their spatial continuity is limited compared to the global population, and without treatment, they unreasonably influence the calculated average value.

A probability plot illustrating all raw sieve measurements is used to identify outlier values. Figure 14.7 illustrates a probability plot for each of the size fractions being estimated. Each sample is displayed as a single point with outliers being those that breakaway at the high end of the distribution from the low angle (toward higher values) relative to the denser points. No extreme values that require treatment were identified; therefore, no capping was applied.

14.3.4 Variography

The authors calculated and modelled semi-variograms for selected size fractions using the (6.6 feet) 2 m composites flagged Wonewoc Formation. Given the flat-lying nature of the Wonewoc and the lack of horizontal anisotropy, the variograms for all size fractions are modelled using an omnidirectional horizontal semi-variogram and a vertical semi-variogram. Experimental semi-variograms were calculated along the horizontal plane and vertical principle directions of continuity as defined by three Euler angles.

Euler angles describe the orientation of anisotropy as a series of rotations (using a left-hand rule) that are as follows:

Rotation about the Z-axis (azimuth) with positive angles being the clockwise rotation and negative representing counter-clockwise rotation;
Rotation about the X-axis (dip) with positive angles being the counter-clockwise rotation and negative representing clockwise rotation; and
Rotation about the Y-axis (tilt) with positive angles being the clockwise rotation and negative representing counter-clockwise rotation.

Parameters of the modelled variograms are documented in Table 14.6, and the calculated semi-variogram and models for each size fraction are illustrated in Figure 14.8.

The Wonewoc variograms are relatively well defined, the only exception being the horizontal model for the 50-mesh. In some cases, there is not enough data to define the full range of the mesh size percentages in the horizontal direction; however, the short- to medium-range is well defined allowing the range to be easily extrapolated. Cyclicity is observed in the vertical experimental variograms but is not modelled as it begins past the range of the variogram. A restricted search in the vertical direction will help reproduce the observed cyclicity in the block model.

Table 14.6. Variogram model parameters of each size fraction estimated within the Wonewoc Formation.

						Structure 1						Structure 2
				Nugget			Covariance	Ranges			Covariance	Ranges
Variable	Azm	Dip	Tilt	Effect	Sill	Type	Contribution	Major	Minor	Vertical	Type	Contribution	Major	Minor	Vertical
20	0	0	0	0.00	10.99	Spherical	10.99	3800	3800	7	-	-	-	-	-
30	0	0	0	0.00	37.52	Spherical	5.63	750	750	7	Spherical	31.89	3800	3800	7
40	0	0	0	0.00	36.80	Exponential	18.40	800	800	7	Spherical	18.40	4200	4200	7
50	0	0	0	1.85	18.46	Exponential	3.69	1500	1500	6	Spherical	12.92	3000	3000	7
70	0	0	0	0.00	29.24	Exponential	9.36	600	600	8	Spherical	19.89	1500	1500	6
100	0	0	0	0.00	24.91	Exponential	11.21	600	600	8	Spherical	13.70	4500	4500	8
140	0	0	0	0.00	8.82	Exponential	4.41	600	600	7	Spherical	4.41	5000	5000	8
500	0	0	0	0.00	9.25	Exponential	6.47	500	500	7	Spherical	2.77	5000	5000	7
Pan	0	0	0	0.00	32.44	Exponential	9.73	1800	1800	7	Spherical	22.71	2500	2500	12

14.3.5 Bulk Density

A total of 11 bulk density samples were collected by the senior author and analyzed at Stim-Lab to determine the loose sand bulk density of the Wonewoc Formation at the Blair mine site (Eccles et al., 2017, 2018). The density samples were collected as bulk sand samples from within the Wonewoc Formation (at the current mine face and from archived auger return clippings). The bulk sand assemblage is representative of the mining process.

The average density of the bulk sand at the Blair Property was determined to be 1.55 g/cm3 (see Section 9.3 and Table 9.1). The density represents a loose sand bulk density and no bulking factors were implemented to predict an in situ compacted Wonewoc Formation sandstone unit.

A density value of 1.37 g/cm3 was used in the resource calculation to estimate the tonnage of overburden material, which overlies the Wonewoc Formation and is considered waste material. The overburden density value was taken from Eccles et al. (2015).

14.3.6 Estimation Methodology

Ordinary Kriging (OK) was used to estimate the size fraction values at each parent block that lies within the Wonewoc wireframe. Blocks are conditioned using only composites within Wonewoc Formation. The search ellipse orientation and ranges are defined by the variography described in Section 14.4.2.

Volume-variance corrections are enforced by restricting the maximum number of conditioning values: 1) to 15, and 2) from each drill hole by 3 (for all size fractions). These restrictions are implemented to ensure the estimated models are not over-smoothed, which would lead to inaccurate estimation of global tonnage and grade.

These corrections can cause local conditional bias, but the technique is implemented to ensure that the global estimate of grade and tonnes in the Blaire Resource Estimate is accurate.

14.4 Block Model Validation

14.4.1 Visual Validation

The blocks are visually validated in plan view and in cross-section to compare the estimated block size fractions versus the sample composite size fractions. Example cross-sections of this visual validation process – for both the geological wireframing (Wonewoc Formation and overburden waste rock) and composited and estimated size fractions – is presented in Figures 14.9 and 14.10. Overall, the estimated block size fractions compare well with the composite size fractions.

Figure 14.9. Cross-section along 4909500 m North between selected drillholes to show an example of the 3-D geological model. The image illustrates the overburden (OB; tan) and Wonewoc (yellow). Vertical exaggeration of 5:1.

Figure 14.10. Cross-section along 4909500 m North between selected drillholes to show an example of the 3-D block model. The below image illustrates the estimated 50/200 size fraction compared to composited data. Vertical exaggeration of 5:1.

14.4.2 Statistical Validation

Swath plots are used to verify that directional trends are honoured in the estimated model and identify potential areas of over- or under-estimation. They are generated by calculating the average size fraction between the composites and estimated models within east-west, north-south and vertical slices. The averages are calculated within directional slices: a window of 100 m is used in the east-west and north-south, and 4 m for the vertical slices.

Overall, the trend observed in the swath plots (Figures 14.11 to 14-13) is reasonably reproduced – particularly in the vertical direction. While the block model trend in the eastwest and north-south is relatively flat, the authors suspect variation in the vertical trend essentially models cyclicity within the depositional environment. Inflections observed in Figure 14.11 around an easting of 634740 m is an artifact caused by the nature of the Property boundary between the east and west claim blocks and is not considered an issue. Some errors appear in the swath plots with the 140-mesh size; however, as it is only modelled in the east claim-block, this is expected.

Figure 14.11. East-west swath plots comparing composite versus estimated size fractions within the Wonewoc Formation.

Figure 14.12. North-south swath plots comparing composite versus estimated size fractions within the Wonewoc Formation.

Figure 14.13. Vertical swath plots comparing composite versus estimated size fractions within the Wonewoc Formation.

Histograms of the size fractions from the composites and the estimated block model are plotted to ensure the final model is not over- or under-smoothed and to check that the histogram of the block model compares well to the input data. As illustrated in Figure 14.14, all size fractions appear to compare well with the input data; although, some smoothing, as designated by the slope of the curve, is associated with the 50-mesh.

Figure 14.14. Histograms of each size fraction comparing composite versus block model distributions within the Wonewoc Formation.

14.5 Mineral Resource Estimate

14.5.1 Definition of Mineral Resource

The 2019 Indicated and Inferred Blair Silica Sand Resource Estimates have been classified in accordance with guidelines established by the CIM Estimation of Mineral Resources and Mineral Reserves Best Practice Guidelines (2003), and the CIM Definition Standards for Mineral Resources and Mineral Reserves (2014). By definition,

"An Indicated Mineral Resource is that part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical

characteristics are estimated with sufficient confidence to allow the application of Modifying Factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit.

Geological evidence is derived from adequately detailed and reliable exploration, sampling and testing and is sufficient to assume geological and grade or quality continuity between points of observation."

"An Inferred Mineral Resource is that part of a Mineral Resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. Geological evidence is sufficient to imply but not verify geological and grade or quality continuity.

An Inferred Mineral Resource has a lower level of confidence than that applying to an Indicated Mineral Resource and must not be converted to a Mineral Reserve. It is reasonably expected that the majority of Inferred Mineral Resources could be upgraded to Indicated Mineral Resources with continued exploration."

14.5.2 Resource Classification Methodology

The Blair Property Silica Sand Resource Estimate is classified according to the CIM definition standards. The authors have considered several factors for the Mineral Resource classification of the Wonewoc Formation from the Blair Sand Project. These include but are not limited to the following factors: drillhole spacing; nature of the geological contacts; the degree of testing; proppant quality, and lateral and vertical continuity. These factors serve as a proxy for geological confidence and the level of uncertainty of the individual units.

Figures 9.1 and 9.2 show the excellent lateral and vertical continuity of the Wonewoc Formation at the Blair Property. In areas with drill control, the authors are confident of the Wonewoc Formation and its particle grain size distribution. These areas have been classified as Indicated Mineral Resources (Figure 14.15).

Inferred Mineral Resource areas were designated in those regions of limited to no drill control and/or due to the lack of continuous Wonewoc Formation sampling through some of the TB series auger holes (e.g., blocks near TB-5, TB-6, TB-7 and TB-8 as detailed in Section 14.1.1). These areas do not contain enough drillhole geological information or the lack of size-fraction data introduces additional uncertainty in the estimation.

Based on these criteria, the resource estimate for the Wonewoc Formation is classified as an Indicated and Inferred Mineral Resource. As presented in Figure 14.15, the authors have lowered the confidence level of the Wonewoc resource at the margins of drillhole density, or when the unit boundary cannot be determined to the same degree as within the indicated resource area.

Figure 14.15. Plan view of Indicated and Inferred Resource classifications applied to the Wonewoc Formation. Blank, or white, area signify no Wonewoc Formation Resource. The mined-out portion of Wonewoc Formation around drillhole TB-9 was removed from the resource estimation.

14.5.3 Evaluation of Reasonable Prospects for Economic Extraction

Mineralization associated with the 2019 Indicated and Inferred Blair Silica Sand Resource Estimates has demonstrated and defined prospects for economic extraction. Points to support this contention include:

SES is a knowledgeable silica sand producer in Wisconsin and throughout North America; the Company currently operates 9 active trans-loading terminals that provide proppant trans-loading services to key oil and gas plays throughout the Western Canada Sedimentary Basin. Blair Mine infrastructure includes open pits, Wet Processing Plant, Dry Processing Plant and Trans-Loading Facility. The railyard includes: 3 partial holding ladders; a rail car holding yard that can hold 300 rail cars; and 1 tie line to the main CN line.
Initial mining and processing operations at the Blair Mine began in June 2017 and continue at present. From 2017 to 2019 (3-years), SES has produced between 450,000 and 1.0 million tons of variably sized silica sand shipped from the Blair Mine Dry Plant that sold at a price/metric tonne of USD$40.00 to $50.00 FOB; 2019 silica sand prices are generally valued at USD$0.00 to $50.00 FOB (SES, personal communication, 2019).
Proppant test work results show that Wonewoc Formation silica sand from the Blair Property meets the recommendations set forth in International Standards ISO 13503-2:2006/Amd.1:2009E for sieve size fractions, sphericity, roundness, acid solubility, turbidity and crush classification.

With respect to market conditions, the demand for frac sand is marginalized by oil and gas prices. For example, total U.S. demand for frac sand was highest in 2014, when the country consumed some 56 million tons (50.8 million metric tonnes). Demand fell off during the energy pricing downturn, and in 2015 and 2016 the U.S. consumed 48 and 34 million tons of sand, respectively (43.5 and 30.8 million metric tonnes). While 2017-2018 may not have been a stellar year for oilfield services, stable crude oil prices and horizontal drilling in tight oil and gas shale plays improved well production processes. Ultimately economic performance in the tight oil and gas markets are responsible for increased confidence on capital expenditures.

At present, numerous tight oil and gas players are being developed in many parts of the U.S. and Canada (e.g., Montney and Duvernay production in Canada and Bakken and Permian-based production in the U.S.). As a result, most major silica sand producers are experiencing increased production capacity as a direct result of the expanding market for tight oil and gas (Bureau of Economic Geology, 2017; Industrial Minerals, 2017; Market Realist, 2017; Oil & Gas 360, 2017; Rigzone, 2017). Frac sand intensity across U.S. increased 5% from 3Q 2017 to 3Q 2018 and Frac sand demand in the U.S. is expected to grow at 21% CAGR from 2018 to 2021 (Jacob, 2018). Proppant demand increase is related to the development of regional or In-Basin sands (e.g., local Permian sand in Texas). Local sand sources have caused some analysts to speculate that future proppant demand and pricing needs to consider any influx of regional sand. For example,

during 2018, the revenue per ton of proppants show signs of peaking, reflecting higher adoption of regional sand and lower purchase prices (Schneyer and Wall, 2018).

Based on the thickness, continuity and quality of the Wonewoc Sand at the Preston Property, and the forecasted marketability of Wisconsin sand, the senior author concludes that the Blair Property has continued reasonable prospects for economic extraction.

14.5.4 Cutoff

14.5.5 Mineral Resource Reporting: 2019 Indicated and Inferred Blair Silica Sand Resource Estimates

The 2019 mineral resources within the Blair Property have been classified as Indicated and Inferred resources in accordance with NI 43-101 and were estimated using the CIM Estimation of Mineral Resources and Mineral Reserves Best Practice Guidelines (2003) and the CIM Definition Standards for Mineral Resources and Mineral Reserves (2014) (see Section 14.6.1, Definition of Mineral Resources for a definition of an Inferred Mineral Resource).

The resource is estimated within a 3-D geological model of the Wonewoc Formation. The indicated and inferred resources are constrained within the Wonewoc Formation and to a depth of 39.62 m (130 feet) below the surface. The upper contact of Wonewoc Formation is either in contact with: 1) the overlying Tunnel City Group and/or Pleistocene surficial deposits; or 2) has been cut by the topography surface defined by 1 m resolution LiDar data. The resource is calculated using a block model with a size of 20 by 20 m in the horizontal directions and 2 m in the vertical direction. The size fractions of interest are estimated at each parent block using ordinary kriging. A nominal loose sand bulk density of 1.55 g/cm3 is applied to all Wonewoc blocks, which was based on 11 representative density samples of Wonewoc Formation from the Blair Property.

At a cutoff of the +70 sand fractions being greater than 60%, the 2019 Indicated and Inferred Blair Silica Sand Resource Estimates predict total (i.e., global) resources of:

41.3 million short tons (37.4 million metric tonnes) of silica sand of Indicated classification is present at the Blair Property (Table 14.7); and
17.6 million short tons (15.9 million metric tonnes) of silica sand of Inferred classification is present at the Blair Property (Table 14.8).

These resource estimations represent the main Blair Indicated and Inferred Resources. Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no guarantee that all or any part of the mineral resource will be converted into a mineral reserve.

Table 14.7. The 2019 Indicated Blair Silica Sand Resource Estimates. The total (global) Indicated Resource volume and tonnage is highlighted in grey. The Table also presents selected proppant size distributions of 20/40, 30/50, 40/70, 50/100, 50/200 and 50/140 (for the west parcels only) mesh fractions.

		Volume(m3)	Tonnes(1000 kg)	Tons(907.2 kg)
Classification	Size Fraction		Wonewoc
	20/40	8,560,000	13,260,000	14,620,000
	30/50	11,370,000	17,630,000	19,430,000
	40/70	10,150,000	15,740,000	17,350,000
Indicated	50/100	7,040,000	10,910,000	12,030,000
	50/200	9,800,000	15,200,000	16,750,000
	150/140	4,200,000	6,510,000	7,180,000

	IndicatedTotal	24,160,000	37,450,000	41,280,000

1 The 50/140 fraction was calculated for the western portion of the Blair Property.

Note 1: Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no guarantee that all or any part of the mineral resource will be converted into a mineral reserve. The estimate of mineral resources may be materially affected by geology, environment, permitting, legal, title, taxation, socio-political, marketing or other relevant issues.
Note 2: The weights are reported in metric tonnes (1,000 kg or 2,204.6 lbs.) and United States short tons (2,000 lbs or 907.2 kg).
Note 3: Numbers may not add up due to rounding of the resource values percentages (rounded to the nearest 100,000 unit).
Note 4: The 'Total' volume and weights are estimated on a global basis and represent the main Blair 2019 Indicated Silica Sand Resource.
Note 5: The product size fractions overlap and are not cumulative.
Note 6: The Blair estimation of the individual sieve size fractions was completed and reported using a cutoff of the +70 sand fractions being greater than 60%.
Note 7: Densities used: Wonewoc Formation (1.55 g/cm3 ; this study; n=11 analyses); Surficial deposits (1.37 g/cm3 ; from Eccles et al., 2015). Bulk densities are utilized to convert volume (cubic metres) to tonnages.

Table 14.8. The 2019 Inferred Blair Silica Sand Resource Estimates. The total (global) Inferred Resource volume and tonnage is highlighted in grey. The Table also presents selected proppant size distributions of 20/40, 30/50, 40/70, 50/100, 50/200 and 50/140 (for the west parcels only) mesh fractions.

		Volume(m3)	Tonnes(1000 kg)	Tons(907.2 kg)
Classification	Size Fraction		Wonewoc
	20/40	3,860,000	5,980,000	6,590,000
	30/50	4,960,000	7,680,000	8,470,000
	40/70	4,210,000	6,500,000	7,190,000
Inferred	50/100	2,800,000	4,340,000	4,790,000
	50/200	3,950,000	6,130,000	6,750,000
	150/140	1,230,000	1,900,000	2,090,000

	InferredTotal	10,300,000	15,900,000	17,600,000

1 The 50/140 fraction was calculated for the western portion of the Blair Property.

Note 1: Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no guarantee that all or any part of the mineral resource will be converted into a mineral reserve. The estimate of mineral resources may be materially affected by geology, environment, permitting, legal, title, taxation, socio-political, marketing or other relevant issues.
Note 2: The weights are reported in metric tonnes (1,000 kg or 2,204.6 lbs.) and United States short tons (2,000 lbs or 907.2 kg).
Note 3: Numbers may not add up due to rounding of the resource values percentages (rounded to the nearest 100,000 unit).
Note 4: The 'Total' volume and weights are estimated on a global basis and represent the main Blair 2019 Inferred Silica Sand Resource.
Note 5: The product size fractions overlap and are not cumulative.
Note 6: The Blair estimation of the individual sieve size fractions was completed and reported using a cutoff of the +70 sand fractions being greater than 60%.
Note 7: Densities used: Wonewoc Formation (1.55 g/cm3 ; this study; n=11 analyses); Surficial deposits (1.37 g/cm3 ; from Eccles et al., 2015). Bulk densities are utilized to convert volume (cubic metres) to tonnages.

Tables 14.7 and 14.8 also characterize the resources in terms of size fractions that are historically, and currently, in popular demand by the oil and gas industry including: 20/40, 30/50, 40/70, 50/100, 50/200 and 50/140 mesh sands (Beckwith, 2011; Zdunczyk, 2014; Benson and Wilson, 2015). Note that due to the 140-mesh size not being analyzed in the historical TB-series drillholes, the 50/140 fraction is reported only for the western group of Blair Property parcels.

The estimated tonnages of the individual fractions are as follows:

Indicated Mineral Resource:

20/40 mesh fraction: 14.6 million short tons (13.3 million metric tonnes);
30/50 mesh fraction: 19.4 million short tons (17.65 million metric tonnes);
40/70 mesh fraction: 17.3 million short tons (15.7 million metric tonnes);
50/100 mesh fraction: 12.0 million short tons (10.9 million metric tonnes); and
50/200 mesh fraction: 16.7 million short tons (15.2 million metric tonnes); and
50/140 mesh fraction (west claim block only): 7.2 million short tons (6.5 million metric tonnes).

Inferred Mineral Resource:

20/40 mesh fraction: 6.6 million short tons (6.0 million metric tonnes);
30/50 mesh fraction: 8.5 million short tons (7.7 million metric tonnes);
40/70 mesh fraction: 7.2 million short tons (6.5 million metric tonnes);
50/100 mesh fraction: 4.8 million short tons (4.3 million metric tonnes);
50/200 mesh fraction: 6.8 million short tons (6.1 million metric tonnes); and
50/140 mesh fraction (west claim block only): 2.1 million short tons (1.9 million metric tonnes).

Material defined as waste within the resource consist of either: 1) overburden; or 2) Wonewoc Formation blocks within the resource estimate that are less than or equal to the cutoff of 60% for the +70 size fraction. The estimated tonnage of each type of waste material is:

Overburden: 16.1 million short tons (14.6 million metric tonnes); and
Wonewoc Formation blocks below cutoff: 8.9 million short tons (8.1 million metric tonnes; Table 14.9).

Table 14.9. Amount of waste material within the resource area that is either overburden or block within the Wonewoc that did not meet the minimum cutoff.

Waste Material	Volume(m3)	Tonnes(1000 kg)	Tons(907.2 kg)
Overburden	10,600,000	14,600,000	16,100,000
Wonewoc Blocks Below Cutoff	5,200,000	8,100,000	8,900,000

Note: Using density values of 1.37 g/cm3 and 1.55 g/cm3 for overburden and Wonewoc, respectively.

The overburden, which is typically composed of gravelly sandy-loam till, is a 'legitimate' waste rock and must be removed in advance of open pit mining. A plan view showing areas of overburden is presented in Figure 14.16.

The Wonewoc Formation blocks that do not satisfy the cutoff, however, are not truly waste rock sensu stricto because the mining process could not selectively remove individual, random, below cutoff Wonewoc blocks using the bulk run-of-mine blast and shovel mining method used by SES. In addition, Figure 14.17 shows the percentage of Wonewoc blocks that satisfy the cutoff used in this resource estimate is 86.37%. But 'if' the cutoff were changed to include blocks that were less than or equal to the cutoff of 50% (rather than 60%) of the +70 fraction, then nearly 100% of the blocks would be included in the resource estimation. Hence the Wonewoc blocks that don't make cutoff within the Wonewoc resource estimation domain are marginal such that with proper processing these blocks may be included in the mine plan.

14.5.6 Sensitivity Analysis

The resource model was iterated and tested at progressively higher block values – comparable to using the SUMIF function – to determine the commensurate tonnages by way of sensitivity analysis. Incrementally higher minimum block values are increased in increments of 5% and applied to the resources in the 20/40, 30/50, 40/70, 50/100, 50/200, 50/140 (west claim block only) and 20/200 (total resource) size fractions for the Wonewoc Formation. The analysis is intended to show how the resource, and its respective size fractions, dissipate at higher simulated block values.

An example of how to read the sensitivity analysis is presented in Table 14.10. In this case, the authors have selected the 20/40 fraction from the indicated resource. At a block SUMIF value of zero, the tonnage is 14.6 million tons (13.3 million tonnes), which reflects the actual resource value as presented in the main resource table (see Table 14.7). As the block SUMIF value is incrementally increased, the 20/40 fraction has silica sand resources gradually diminish between iteration increments of zero to 54.99%, but the resource becomes completely exhausted at a block value of 55%. That is, the estimated 20/40 fraction value within that block does not exist at the 55% SUMIF value range, and therefore, the 20/40 fraction resource is exhausted at this stage.

Figure 14.16. Plan view of the tonnage of overburden overlaying the Blair 2019 Indicated and Inferred Resource.

Figure 14.17. Histogram of the +70 mesh size fraction that is used to apply the cutoff on the resource block model. Abbreviations: n – number of observations; m – mean; σ – standard deviation; CV – coefficient of variation; xmax – maximum value; x75 – 75-percentile; x50 – 50-percentile or median; x25 – 25-percentile; xmin – minimum value.

The results of the sensitivity analysis for the individual size fractions within the Wonewoc Formation are presented in Tables 14.11 and 14.12 and show the coarseness of the Wonewoc Formation sand at the Blair Property. For example,

The Indicated and Inferred 20/40 fraction maintains resources up to a block value iteration increment of 55%;
The Indicated and Inferred 30/50 fraction maintains resources up to block value iteration increments of 65% and 60%, respectively; and
The Indicated and Inferred 40/70 fraction maintains resources up to block value iteration increments of 70% and 55%, respectively.

Interation		20/40
Increment
(%)	Volume	Tonnes	Tons
0	8,556,840	13,263,101	14,620,067
5	8,556,840	13,263,101	14,620,067
10	8,556,840	13,263,101	14,620,067
15	8,500,893	13,176,385	14,524,478
20	8,112,619	12,574,560	13,861,079
25	7,448,148	11,544,630	12,725,776
30	5,335,865	8,270,591	9,116,766
35	3,746,860	5,807,633	6,401,819
40	2,050,083	3,177,629	3,502,736
45	687,677	1,065,899	1,174,953
50	53,893	83,534	92,080
55	-	-	-

65 - - -

		20/40			30/50			40/70			50/100			50/200			50/140 (West parcels only)			20/200
Interation
Incremen	Volume	Tonnes	Tons	Volume	Tonnes	Tons	Volume	Tonnes	Tons	Volume	Tonnes	Tons	Volume	Tonnes	Tons	Volume	Tonnes	Tons	Volume	Tonnes	Tons
0						8,556,840 13,263,101 14,620,067 11,371,489 17,625,808 19,429,127 10,152,821 15,736,872 17,346,933 7,038,254 10,909,294 12,025,438 9,803,272 15,195,072 16,749,700 4,199,866 6,509,792 7,175,817 24,160,785 37,449,217 41,280,695
5						8,556,840 13,263,101 14,620,067 11,371,489 17,625,808 19,429,127 10,152,821 15,736,872 17,346,933 7,038,254 10,909,294 12,025,438 9,803,272 15,195,072 16,749,700 4,199,866 6,509,792 7,175,817 24,160,785 37,449,217 41,280,695
10						8,556,840 13,263,101 14,620,067 11,371,489 17,625,808 19,429,127 10,152,821 15,736,872 17,346,933 7,037,409 10,907,984 12,023,994 9,803,272 15,195,072 16,749,700 4,197,296 6,505,808 7,171,426 24,160,785 37,449,217 41,280,695
15						8,500,893 13,176,385 14,524,478 11,371,489 17,625,808 19,429,127 10,152,821 15,736,872 17,346,933 6,791,231 10,526,408 11,603,379 9,794,913 15,182,115 16,735,417 3,856,571 5,977,686 6,589,271 24,160,785 37,449,217 41,280,695
20						8,112,619 12,574,560 13,861,079 11,371,489 17,625,808 19,429,127 10,152,821 15,736,872 17,346,933 5,832,092 9,039,743 9,964,611 9,541,806 14,789,799 16,302,963 3,194,399 4,951,318 5,457,894 24,160,785 37,449,217 41,280,695
25						7,448,148 11,544,630 12,725,776 11,371,489 17,625,808 19,429,127 9,981,968 15,472,051 17,055,016 4,650,865 7,208,841 7,946,386 8,777,241 13,604,723 14,996,640 1,604,008 2,486,213 2,740,581 24,160,785 37,449,217 41,280,695
30						5,335,865 8,270,591 9,116,766 11,350,863 17,593,837 19,393,886 9,221,435 14,293,224 15,755,583 2,349,134 3,641,158 4,013,690 7,766,417 12,037,947 13,269,565 648,841 1,005,703 1,108,598 24,160,785 37,449,217 41,280,695
35						3,746,860 5,807,633 6,401,819 10,736,873 16,642,153 18,344,833 7,643,277 11,847,080 13,059,170 1,391,623 2,157,016 2,377,703 6,621,892 10,263,932 11,314,049 48,693 75,474 83,196 24,160,785 37,449,217 41,280,695
40						2,050,083 3,177,629 3,502,736 7,916,092 12,269,943 13,525,297 3,350,258 5,192,900 5,724,193 697,149 1,080,581 1,191,137 4,542,159 7,040,346 7,760,654										-	-	-		24,160,785 37,449,217 41,280,695
45						687,677 1,065,899 1,174,953 2,860,359 4,433,557 4,887,159 1,646,125 2,551,494 2,812,541 59,521								92,257 101,696 2,457,749 3,809,511 4,199,267		-	-	-		24,160,785 37,449,217 41,280,695
50	53,893	83,534				92,080 627,698 972,932 1,072,474 428,550 664,253 732,213 13,491					20,911			23,050 1,508,414 2,338,041 2,577,250		-	-	-		24,160,785 37,449,217 41,280,695
55	-	-	-			179,561 278,320 306,795	12,927	20,037	22,087	-	-	-		529,749 821,111 905,120		-	-	-		24,160,785 37,449,217 41,280,695
60	-	-	-	42,814	66,361	73,151	6,612	10,249	11,297	-	-	-	34,886	54,074	59,606	-	-	-		24,160,785 37,449,217 41,280,695
65	-	-	-	-	-	-	1,890	2,929	3,229	-	-	-	4,177	6,475	7,137	-	-	-		24,160,785 37,449,217 41,280,695
70	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-		24,160,785 37,449,217 41,280,695
75	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-		24,089,316 37,338,440 41,158,585
80	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-		22,077,643 34,220,347 37,721,476
85	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-		18,637,414 28,887,992 31,843,560
90	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-		12,543,931 19,443,093 21,432,342
95	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-		2,129,072 3,300,061 3,637,695

Table 14.11. Sensitivity analysis using incrementally higher block cutoff percentages until the indicated resource runs out within the Wonewoc Formation.

Table 14.12. Sensitivity analysis using incrementally higher block cutoff percentages until the inferred resource runs out within the Wonewoc Formation.

		20/40			30/50			40/70			50/100			50/200			50/140 (West parcels only)			20/200
Interation
Incremen	Volume	Tonnes	Tons	Volume	Tonnes	Tons	Volume	Tonnes	Tons	Volume	Tonnes	Tons	Volume	Tonnes	Tons	Volume	Tonnes	Tons	Volume	Tonnes	Tons
0								3,859,761 5,982,629 6,594,720 4,956,511 7,682,591 8,468,607 4,209,440 6,524,631 7,192,175 2,801,174 4,341,819 4,786,037 3,952,497 6,126,371 6,753,168 1,225,054 1,898,834 2,093,106 10,284,072 15,940,312 17,571,186
5								3,859,761 5,982,629 6,594,720 4,956,511 7,682,591 8,468,607 4,209,440 6,524,631 7,192,175 2,801,174 4,341,819 4,786,037 3,952,497 6,126,371 6,753,168 1,225,054 1,898,834 2,093,106 10,284,072 15,940,312 17,571,186
10								3,859,761 5,982,629 6,594,720 4,956,511 7,682,591 8,468,607 4,209,440 6,524,631 7,192,175 2,801,174 4,341,819 4,786,037 3,952,497 6,126,371 6,753,168 1,225,054 1,898,834 2,093,106 10,284,072 15,940,312 17,571,186
15								3,859,394 5,982,061 6,594,093 4,956,511 7,682,591 8,468,607 4,209,440 6,524,631 7,192,175 2,732,976 4,236,112 4,669,515 3,952,497 6,126,371 6,753,168 1,092,763 1,693,782 1,867,075 10,284,072 15,940,312 17,571,186
20								3,766,909 5,838,709 6,436,076 4,956,511 7,682,591 8,468,607 4,209,440 6,524,631 7,192,175 2,308,236 3,577,766 3,943,812 3,862,513 5,986,895 6,599,422 785,807 1,218,000 1,342,616 10,284,072 15,940,312 17,571,186
25								3,570,975 5,535,011 6,101,305 4,956,511 7,682,591 8,468,607 4,209,440 6,524,631 7,192,175 1,498,984 2,323,426 2,561,139 3,473,470 5,383,878 5,934,710 149,065 231,051 254,690 10,284,072 15,940,312 17,571,186
30								3,050,634 4,728,482 5,212,259 4,950,738 7,673,643 8,458,744 3,788,717 5,872,511 6,473,336 704,676 1,092,247 1,203,997 3,000,108 4,650,168 5,125,933 39,229 60,805 67,026 10,284,072 15,940,312 17,571,186
35								2,083,433 3,229,321 3,559,717 4,756,334 7,372,318 8,126,589 2,986,538 4,629,134 5,102,747 290,227 449,852 495,876 2,231,300 3,458,515 3,812,360								247	383		422 10,284,072 15,940,312 17,571,186
40								955,728 1,481,379 1,632,940 4,218,903 6,539,299 7,208,343 1,077,624 1,670,317 1,841,209 25,889			40,128			44,233 1,338,397 2,074,515 2,286,761		-	-	-		10,284,072 15,940,312 17,571,186
45								185,668 287,786 317,229 1,873,303 2,903,620 3,200,693 523,888 812,027 895,106		1,136	1,761			1,942 842,776 1,306,304 1,439,953		-	-	-		10,284,072 15,940,312 17,571,186
50	5,857	9,079		10,008 342,457 530,809 585,116			846	1,311	1,445	45	70			77 544,048 843,274 929,551		-	-	-		10,284,072 15,940,312 17,571,186
55	-	-	-	20,716	32,110	35,396	-	-	-	-	-	-		231,073 358,164 394,808		-	-	-		10,284,072 15,940,312 17,571,186
60	-	-	-	-	-	-	-	-	-	-	-	-	4,678	7,251	7,992	-	-	-		10,284,072 15,940,312 17,571,186
65	-	-	-	-	-	-	-	-	-	-	-	-	466	722	796	-	-	-		10,284,072 15,940,312 17,571,186
70	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-		10,284,072 15,940,312 17,571,186
75	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-		10,284,072 15,940,312 17,571,186
80	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-		10,090,987 15,641,029 17,241,284
85	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-		8,280,039 12,834,061 14,147,130
90	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-		6,218,887 9,639,274 10,625,481
95	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-		2,191,985 3,397,577 3,745,187

14.6 Reconciliation of Material Differences

In 2018, SES completed an Inferred Mineral Resource Technical Report (Eccles et al., 2018). The current, 2019, Indicated and Inferred Mineral Resources Technical Report therefore constitutes material change in mineral resources in relation to the issuer. A summary of the change in mineral resources between the 2018 and 2019 technical reports, the latter of which replaces and supersedes the 2018 report, is summarized in Table 14.13.

Substantial increases in the Property area, resource area, and the number of drillholes and gradation data used in the resource estimation process correspond to a first-time Indicated Resource Estimate reported in 2019. In addition, some of the 2018 Inferred Resources are either mined out to have been converted to Indicated Resources; hence, the 2019 Inferred Resources are reduced by 20% in comparison to the 2018 estimate.

	2018 InferredResource Estimate(previous report)	2019 Indicated andInferred ResourceEstimates (this report)	Variance
Property size (hectares)	306.0	460.7	51%
Resource area size (hectares)	90.0	229.8	155%
No. of drillholes to guide thegeological model	10	27	170%
No. of gradation data	71	389	448%
Inferred Resource Estimate(million tonnes)	22.0	17.6	Minus 20%
Indicated Resource Estimate(million tonnes)	NA	47.4	100%

Table 14.13. Property, data and estimation size comparison between the Blair Property 2018 and 2019 technical reports.

15 Mineral Reserve Estimates

There are currently no Mineral Reserves declared for the Blair Property based on the current level of study. There is a commercial operation in place on the Blair Property. SES has not based production decisions and./or on-going mine production on Mineral Reserve estimates, Preliminary Economic Assessments, Pre-Feasibility Studies ort Feasibility Studies. As a result, there may be an increased uncertainty of achieving any level of recovery of minerals or the cost of such recovery. That is, historically, projects without Mineral Reserves have increased uncertainty and risk of failure.

The Blair Mineral Resource estimates are Indicated and Inferred Mineral Resource estimates only. As such, no assurance can be given that any level of recovery of silica sand minerals from mineralized material will in fact be realized or that an identified

mineralized deposit will ever qualify as a commercially mineable (or viable) Mineral Reserve. Inferred Mineral Resources have a greater amount of uncertainty as to their existence, and greater uncertainty as to their economic and legal feasibility.

16 Mining Methods

16.1 Introduction

The Blair Mine is a relatively new mining operation. Sand is liberated from the Wonewoc Formation sandstone to the extent practical, using medium-sized earthmoving equipment and conventional surface mining techniques. Figure 16.1 provides an aerial view of the Blair Property along with the limits of the Indicated and Inferred Resource estimates. The locations of active mining area, processing facilities, storage areas, waste areas, and all other significant infrastructure features discussed in this section are presented in Figure 16.2.

Initial mining and processing operations at the Blair Mine began in June 2017. From June 2017 to December 2019, the mining operations reportedly produced approximately 3.82 million short tons (approximately 3.47 million metric tonnes) of run-of-mine ("ROM") sand (Table 16.1). During the same period, the Blair operation produced over 2.26 million short tons (approximately 2.05 million metric tonnes) of finished product, consisting of 20/40, 30/50, 40/70, and 100 Mesh (70/140 mesh) silica sand.

	Short Tons ('000)		Metric Tonnes ('000)
	ROM	Finished	ROM	Finished
Year	Production	Product/	Production	Product
2016	/		/	/
2017	850	456	772	414
2018	1,764	1,028	1,601	933
2019	1,203	779	1,092	707
Total	3,818	2,263	3,465	2,053

Table 16.1. June 2017 to December 2019 Run-of-Mine production at the Blair Mine. Source: Source Energy Services Ltd.

At designed capacity, the Blair wet-processing facilities is approximately 2 million short tons (approximately 1.8 million metric tonnes) per year of ROM sand. As the Blair Mine is in the early stages of production and SES is considering production decisions, it is not possible to provide a definitive statement on expected mine life. Mineral resources are not mineral reserves and do not have demonstrated economic viability. As such, there is no guarantee that all or any part of the Mineral Resource will be extracted by SES.

Figure 16.1. Overview of the Blair Property showing the general mine infrastructure, mine depletion area, and the areas of the Indicated and Inferred resource estimates presented in this Technical Report.

Figure 16.2. Aerial photograph showing the significant infrastructure at the Blair Mine site. The illustration includes the location of the: active mining area; wet- and dry-plant facilities; storage areas; waste areas; haul roads; rail-loading terminal; rail car holding yard and proposed direction of future surface mining.

16.2 Mining Operations

Within the boundaries of the Blair Property, the Wonewoc Formation generally exhibits a shallow depth, flat attitude, and consistent thickness. These characteristics favor conventional surface mining techniques. Since the target sandstone formation does not extend below the water table, the quarry is 'dry-mined' using truck and shovel mining methods. Mining occurs on a single bench which exposes the entire thickness of the target sandstone stratum.

The mining equipment fleet is owned and operated by a third-party contractor, Hoffman Construction Company. The major mobile equipment fleet currently consists of the following: Caterpillar (CAT) 349 hydraulic excavator; 3 CAT 740 articulated dump trucks; and a CAT D6 dozer. Auxiliary mining equipment will include various loaders, grading equipment, light-duty trucks, water trucks, and portable generators and lighting.

Surface mining operations at the Blair Mine consist of the following steps:

1. Overburden/Waste Removal The target Wonewoc Formation is generally overlain by a thin layer of overburden material generally consisting of soils – topsoil (A-horizon) and subsoil (B-horizon) – which must be removed prior to excavation of the sand. In elevated portions of the Blair Property, the Tunnel City Group overlies the Wonewoc Formation and must also be removed prior to excavation of the sand. Generally, the overburden is left in place if practical to minimize soil erosion and contain potential storm water run-off. The soil A- and B-horizons are stripped separately and stored in areas of future mining for use in final reclamation. Once the soils are removed, any remaining overburden is excavated and used for mine reclamation and pit backfilling.
1. Sandstone Excavation Once the overburden has been removed, the sand can be excavated. At the Blair Mine, the Wonewoc Formation is cemented (sandstone); therefore, drilling and blasting is required to liberate the sand for removal and processing. Drilling, loading, and detonation of the blast holes is performed by certified outside contractors. The blasted material is bulk-loaded onto haul trucks and transported to the nearby crusher plant for further processing.
1. Reclamation Post-mining rehabilitation of the disturbed land is required under Wisconsin Administration Code NR 135 (see Section 4.4). The reclamation procedure at the Blair Mine occurs concurrently with mining (as space allows) and adheres to the following general plan:
- a. Earthwork moving and grading of finer sand, silt, and mudstone that has been separated during the washing process is conducted to mimic the original topography of the land.
- b. This base is followed by placement of B-horizon subsoil.

c. The B-horizon subsoil is overlain by the A-Horizon topsoil to complete the reclamation plan.
d. Following site grading, fertilizer, sowing and seed mix are introduced in accordance with the: State of Wisconsin Department of Transportation Standards Specifications 630.3.2, 630.3.3.1: Method A; and 630.3.2. planning, installation, maintenance and inspection of Erosion control and storm water management. The steps are to follow Best Management Practices and technical standards as specified by the Wisconsin Department of Natural Resources.

Mining operations at the Blair Mine are generally scheduled to provide sufficient feed material for the wet-processing plant which will not run during the coldest winter months. As such, full-time mining operations will typically be conducted from March through November (weather pending). The open pit mine will likely run one 10-12-hour shift, 5 days a week.

Based upon BOYD's site visit observations and the information provided to us, it is our opinion that the methods of mining, and equipment size and selection are suitable for their intended purpose.

16.3 Engineering and Planning

In commercial mining terms, the quantities of overburden waste and sand to be mined each year at the Blair Mine operation are considered modest. Mine engineering and planning requirements for the chosen mining method, under expected operating conditions, should not prove overly onerous.

The primary mine planning consideration is the safe, economical, and regular supply of raw sand feed to the wet-processing plant during its operating season. Overburden removal and reclamation activities are accomplished as required and do not appear to hinder sand mining to any appreciable degree. Large stockpiling capacity at the crushing plant can help alleviate ROM sand supply fluctuations caused by minor disruptions in mining activities. Additional stockpiling in-pit may also be available.

Operational capacity of Blair Mine is approximately 2 million short tons (approximately 1.8 million metric tonnes) per year of ROM sand. For planning purposes, the mineral resource area is divided into irregularly-shaped regions, or mining phases, with each containing approximately one- to three-year's worth of ROM sand production. The mining phases are sequenced such that concurrent reclamation can be completed as soon as mining of the previous adjacent phase is completed. In general, the desired sequence is to mine a given phase in one year, backfill in second year, and reclaimed in the third year.

The target sand formation is bulk-loaded; as such, inherent deleterious materials (generally mudstone) and very fine sand (-140 mesh) are likely to be included in the processing feed. While this dilution material is removed during processing, it reduces the

overall process yield and increases the unit cost of producing the finished goods. Where feasible, material with expected low product yields should be excluded for the mine plan.

Geotechnically, the Wonewoc Formation sandstone is relatively competent such that slumping, or collapsing, has not been a detriment to the mining process. Mining benches are typically less than 40 feet (12 m) in height and have wall angles of less than 70 degrees. Haul roads are designed with a 60-foot (18 m) travel width and ramps slopes are less than 12%.

Excessive inflow of water into the pit is not expected. As such, dewatering before or during mining activities should be manageable with drainage ditches and sumps. On-site water ponds can be used to hold any excessive ground or storm water. The Blair Mine site is required to maintain separation from the local groundwater table. Based upon existing drill core samples, the mine floor is approximately 30–50 feet (9-15 m) above the groundwater table.

16.4 Blair Facility Slurry Line

SPW (SES's predecessor and previous Blair Property owner) initially permitted for the construction of a slurry line piping system to transport sand slurry from the Wet Processing Plant located on the west side of US Hwy 53 and the Trempealeau River to the Dry Processing Plant and Rail Loading Terminal located on the east side of the Trempealeau River. The conveyance method was intended to eliminate the need to truck washed sand from the wash plant to the drying facility (note: the hauling route by road is 2.76 miles or 4.4 km).

During 2018-2019, SES completed the construction of the Blair Facility Slurry Line (BFSL), which extends underneath Highway 53 and the Trempealeau River for 0.86 miles (1.4 km; Figure 16.3). The BFSL represents a major mine development at the Blair Mine as the mine process does not have to truck sand across Hwy 53 or across the Trempealeau River.

The BFSL was constructed on behalf of SES by Cooper Engineering Company Inc. of Rice Lake, WI (Cooper Engineering Company Inc., 2018).

As of May 2019, the BFSL is 100% operational with a current capacity of 350 tons per hour (approximately 318 tonnes/hour; Source Energy Services Ltd., pers. comm., 2019). SES continues to fine-tune the automation of the slurry system.

16.5 Opinion on the Mining Operations

Based on our independent expert review of the provided data, we conclude that the proposed SES mining operations are technically sound, reasonable, and achievable: 1) provided there are no unforeseen geological anomalies encountered or any catastrophic failure of major mining equipment; and 2) SES continues to retain good management, technical, and operating staff.

Figure 16.3 Location of the Blair Facility Slurry Line.

17 Recovery Methods

Processing operations located on the Blair Property wash, dry, and sort/size the ROM sand to yield a product that is of sufficient quality for hydraulic fracturing (i.e., frac sand). Generally, this process includes:

1. Crushing the ROM sandstone to manageable sizes for the wet-processing plant, without causing damage to the individual grains within the rock.
1. Separating the crushed ROM material by size, shape, and density thereby removing contaminants – in the wet-processing plant. The wet-processing plant generally produces 8/50 and 40/70 sized work-in-process (WIP) material.
1. Slurry the WIP material to the dry-processing facilities via the Blair Facility Slurry Line.
1. Drying and further sorting the wet plant WIP material in the dry-processing plant. The dry-processing plant typically produces 20/40, 30/50, 40/70 and 100 Mesh (70/140 mesh) sized products.

To accomplish these tasks at the Blair Mine, the major standalone processing assets consist of the following:

Crushing plant, with
- o 70,000 short ton ROM stockpile
- o Jaw crusher and vibratory feeder
Wet-processing plant with a nameplate capacity of 350 short tons per hour (tph; approximately 320 metric tonnes), with
- o Diester scalping screens
- o McLanahan density separators
- o Liberator attrition cells
- o Mclanahan dewatering screens
- o Mclanahan plate press
- o McLanahan ultra fines recovery circuit
Dry-processing plant with a nameplate capacity of 200 tph, with

o 400,000 short ton WIP stockpile
o Starkeaire fluid bed dryer
o Four Rotex screeners

The Blair Mine is a standalone mining operation. As shown in Figure 16.2, the crushing and wet-processing plants are located on the west side of U.S. Highway 53 and the Trempealeau River, adjacent to the mining operations. The Blair Mine dry-processing plant is located on the east side of the highway and the river, adjacent to the rail line. SES has resolved trucking the WIP material between the plants to facilitate drying and loading by developing the Blair Facility Slurry Line (see Section 16.4).

Operation of the crushing/wet-processing plant is weather dependent and will generally run from March through to November. The dry-processing plant can operate year-round. During their respective operating seasons, the processing facilities should operate 24 hours a day, except for scheduled and unscheduled downtime. The combined processing operation will likely employee 60 people.

Since the June 2017 start-up, the Blair processing operation is reported to include production of approximately 2.80 million short tons (2.54 million metric tonnes) of Wet Plant work in progress product and 2.26 million short tons (2.05 million metric tonnes) of finished product consisting of 20/40, 30/50, 40/70, and 100 Mesh (70/140 mesh) frac sands (Table 17.1).

		Short Tons ('000)Short Tons ('000)
	Wet Plant	WIP	Wet Plant	Dry Plant	Finished	Dry Plant
Year	Feed	Product	Yield (%)	Feed	Product	Yield (%)
2016	/	/	/	/	/	/
2017	850	586	69%	532	456	86%
2018	1,747	1,178	67%	1,178	1,028	87%
2019	1,328	1,032	78%	1,083	779	72%
Total	3,925	2,797	71%	2,793	2,263	82%

	Metric Tonnes ('000)			Metric Tonnes ('000)

	Wet Plant	WIP	Wet Plant	Dry Plant	Finished	Dry Plant
Year	Feed	Product	Yield (%)	Feed	Product	Yield (%)
2016	/	/	/	/	/	/
2017	772	532	69%	483	414	86%
2018	1,585	1,069	67%	1,069	933	87%
2019	1,205	937	78%	982	707	72%

Table 17.1. June 2017 To December 2019 Dry Plant and Wet Plant production at the Blair Mine. Source: Source Energy Services Ltd.

Quality control measures, including laboratory sampling, will be implemented at various stages throughout the wet- and dry-processing operations. Based upon BOYD's site visit observations and the information provided to us, it is our opinion that the current processing operations and equipment are suitable for their intended purpose.

18 Project Infrastructure

All project infrastructure is in place at the Blair Mine including, utilities, pipelines, crushing and conveying facilities, wet- and dry-processing facilities, office and maintenance facilities, and roads. Beyond the processing facilities, which are described in Section 17, Recovery Methods, other key infrastructure at the Blair Mine include:

Four storage silos store up to 2,500 short tons (approximately 2,300 metric tonnes) each of frac sand products
The rail-loading facility, which has the capacity to load 6 rail cars per hour.
The rail car holding yard that can hold 300 rail cars.

Three-phase power to the site is supplied by Excel Energy. Fuel for the operation of the dry-processing plant is natural gas supplied by WE Energies. Process water for the operation is sourced from three wells drilled on the Property. Most of the process water will be recycled in the plants. Well water will also be utilized for makeup water and other tasks such as fugitive dust control on the roadways and other operational needs.

19 Market Studies and Contracts

19.1 Market Overview

The North American frac sand market is driven by the region's growing and dynamic unconventional oil and gas industry. In the late 1990s's, rapid advances in horizontal drilling and hydraulic fracturing unleashed large scale commercial production, which has had a significant impact on the global hydrocarbon industry. These new techniques have been increasingly successful at extracting oil and gas held in dense layers of shale rocks, whose low permeability (lack of pore space) had previously prevented the flow of petroleum fluids.

Hydraulic fracturing or "fracking" uses a mixture of water, chemicals, and proppant (sand or sand-like substances) to crack shale rock and release petroleum fluids such as oil, gas, and natural gas liquids (see below chart). The proppant acts to "prop" or keep the fractures open while the pressurized fluids are vacuumed back up the well shaft to siphon the released hydrocarbon to the surface. Wells were made even more productive with the addition of horizontal or lateral drilling capabilities, which increased the area of rock that can be fracked per well.

As the key proppant to keep open shale rock, sand plays a critical role in the hydraulic fracturing process. Moreover, as a relatively inexpensive raw material with few close substitutes, it is not likely to be replaced. The demand for frac sand is being driven not only by the number of rigs constructed but also by advancements in horizontal D&C techniques. Exploration and Production (E&P), oil field services, and other related companies in the unconventional oil and gas drilling and production business are continuously implementing measures to lower costs and increase efficiency, in order to maintain competitiveness in a volatile commodity price environment. In response to competitive pressures, unconventional drillers developed technologies that significantly increased the amount of frac sand used per well to increase oil and gas well productivity.

According to IHS Markit, demand for proppant in North America has generally stabilized despite lower activity and pricing in 2019. IHS Markit estimates approximately 102 million tons of frac sand demand in 2019 across U.S and Canada for onshore oil and gas wells, increasing to nearly 120 million tons of demand by 2024. This equates to a compounded annual growth rate of approximately 3.3%. The primary reasons for increased frac sand demand are longer horizontal well laterals and shorter spacing between frac stages.

Over the previous 3 years, the proliferation of "in-basin" frac sand mines that are located within or near the oil and gas plays utilizing this sand have had a major impact on the demand and pricing of "Northern White" silica sand (NWS). In particular, the Permian basin, which accounts for over half of the overall U.S. frac sand market demand, experienced substantial capital investment in the basin leading to a severe overcapacity of supply in the region. Similar developments happened in other basins in the U.S., albeit on a smaller scale. This has had a profound negative impact across North America on frac sand pricing. Additionally, NWS frac sand mines located on railroad lines such as the BNSF, Kansas City Southern Railway, and Union Pacific that have historically delivered to basins in the southwest U.S. (i.e., Anadarko, Eagle Ford, Haynesville, Permian) are now competing with regional frac sand operations that have similar or lower operating costs and enormous logistical cost advantages. Conversely, there are still certain oilfield service companies that prefer to use NWS in regional frac jobs, especially if they are of the opinion that it produces a higher return on investment.

In Canada, IHS Markit forecasts frac sand usage to increase substantially, growing at a CAGR of 12.1% from 2019, with the Duvernay and Montney accounting for over half the total demand. Average proppant per lateral foot continues to grow robustly in the Western Canadian Sedimentary Basin where both the Duvernay and Montney are located.

Due to sand overcapacity, and lower commodity pricing, several regional in-basin mines/plants have taken step to rationalize production or idle their operations. Additionally, there have been debt restructurings, particularly among companies operating NWS mines. As a result, frac sand pricing has stabilized for NWS and regional in-basin products. Continuing into 2020 lower activity levels are anticipated as exploration and production companies navigate a lower commodity pricing environment by focusing

on optimizing free cash flows and reducing capital expenditures at or near maintenance levels.

In 2020, BOYD's internal frac sand demand forecast is in general agreement with this consensus.

19.2 Contracts

Primarily, SES sells frac sand from its Wisconsin operations to E&P companies and pressure pumping companies operating in the WCSB. SES has structured contracts with some customers outlining volume commitments and, in some cases, fixed pricing, the terms of which vary from one to three years. SES also services customers on a spot basis where volume thresholds are not set, and orders are serviced on an as-available basis at prevailing market prices. SES provides further disclosures on their contracts in Quarterly and Annual Management's Discussion and Analysis (MD&A) filings, available on SEDAR.

The Blair Mine employs local contractors to assist with drilling and blasting, and mining. Trucking contracts are required for moving waste material at the mine site (i.e., sand is transported between the plants by the Blair Facility Slurry Line). No detailed information was provided to BOYD regarding these contracts.

20 Environmental Studies, Permitting and Social or Community Impact

20.1 Permitting and Environmental Studies

The Blair Mine is fully permitted for silica sand mining and sand processing production. A complete discussion of permitting and environmental approvals is presented in Section 4.3 and summarized in the text that follows.

Two agreements form the basis of the land titles for the Blair Property: 1) an Annexation Agreement with the City of Blair, WI; and 2) a Mining Option and Lease Agreement. The Annexation Agreement was signed on 27 March 2014 between the City of Blair and SPW and provides the Company approval to engage in mining operations from Trempealeau County, subject to the Company meeting certain conditions imposed by Trempealeau County (see Section 4.3). The Mining Option and Lease Agreement (effective date of 28 January 2012) binds a formal agreement between the Property holders (privately deeded land owners, or Highway 53 Group LLC) and SPW. The option to Lease was executed granting exclusive rights to mine in, on and under the Property (see Section 4.3).

Other permitting includes: A Conditional Use Permit; Non-Metallic Mining Reclamation Ordinance; Air Pollution Control Permit; Non-Metallic Mining Operations General Permit (for storm water) and a High-Capacity Well Permit (see Section 4.3). There are no Federal permits required.

With respect to environmental work, a Phase I Environmental Site Assessment ("ESA") was completed at the Blair Property on January 23, 2017; the ESA study did not find any evidence of Recognized Environmental Concern with the Property (Johnson and Romens, 2017).

Any waste materials generated during the washing or drying processes are to be utilized for mine reclamation. All reclamation will be carried out in accordance with Wisconsin mining statues and permit stipulations.

To the best of the author's knowledge, there are no other factors or risks that may affect the access, land title, or the right or ability to perform work on the Property.

20.2 Social and Community Plans

SES has established effective relationships with the communities surrounding the Blair Mine. The operations have a positive effect on local employment and economy. In addition to the payment of income taxes and other local community taxes such as property taxes and royalties, SES supports, financially and otherwise, local community endeavors.

20.3 Mine Closure Requirements

Once/if the supply of sand at the Blair Mine site has been exhausted, the mine owner/permittee is required to reclaim the mined area. Mine reclamation is administered by the county regulatory authorities and complies with the uniform statewide reclamation standards in NR 135, the county reclamation ordinance, and the approved reclamation plan. The Blair Mine proposes to reclaim previously-mined areas as outlined in Section 16. On-going reclamation activities should minimize any mining-related closure costs.

21 Capital and Operating Costs

21.1 Capital Costs

Major mining equipment for the Blair Mine are owned and operated by a third-party contractor; as such, capital expenditures for major equipment should be minimal. The Blair Mine processing facilities are fully developed and require no near-term major capital investment to maintain full commercial production.

SES has provided a capital expenditure budget for 2020 which indicates that nearterm capital expenditures are expected to be minimal. The actual amount of capital expenditures may vary based on, among other things, market conditions, successful financing activity and oil and gas activity in the WCSB. As a result, actual capital expenditures may differ materially from those budgeted amounts. The timing and amount of capital expenditures are largely discretionary and within SES's control.

21.2 Operating Costs

SES considers projected operating costs for the Blair Mine to be confidential and commercially sensitive. BOYD has previously reviewed historical operating cost data provided by SES and found the costs to be reasonable and within industry norms. SES reports a positive Gross Margin for frac sand sales from their Wisconsin operations in their MD&A for the three and nine months ended September 30, 2019 (available on SEDAR). As such, it is BOYD's opinion that SES's financial data support the requirement that the mineral resource reported herein have reasonable prospects for economic extraction.

22 Economic Analysis

The Issuer falls under the producing issuer category. That is, SES generates: 1) gross revenue, derived from mining operations of at least CDN$30 million for the issuers most recently completed financial year; and 2) aggregate gross revenue, derived from mining operations, of at least CDN$90 million in aggregate for the issuers three most recently completed financial years.

Producing issuers may exclude the information required under Item 22 for Technical Reports on properties currently in production unless the Technical Report includes a material expansion of the current production. If the latter occurs, SES will present an Economic Analysis in future and more detailed reports.

23 Adjacent Properties

An "adjacent property" means a property: 1) in which the issuer does not have an interest; 2) that has a boundary reasonably proximate to the property being reported on; and 3) that has geological characteristics similar to those of the property being reported on. A summary of the silica sand operations in Trempealeau County, WI is presented in Table 23.1 and Figure 23.1.

There are currently 22 listed silica sand operations in the county (operation defined as a property with a mine, processing facilities and/or rail terminal). Of the 22 operations, 14 are currently listed as active (Table 23.1). The closest active silica sand mine to the Blair Property is owned by Source Energy Services – the Preston Mine, which is located eastsoutheast of Blair.

Table 23.1. Summary of silica sand operations in Trempealeau County. Source Energy Services Blair Property is highlighted in grey.

FACILITY_NAME	Latitude Longitude	Operator	Landowner	Town/City/Village	Status(MunicipalPermitting)	SiteStatus	Facility Type	Property size(mine acreage)
10k International Bork/BraggerProperties		44.37864 -91.52498 10K International	Bork / Bragger	Tn of Burnside	Permitted		Inactive Mine/Processing	76
Allenergy Sand		44.21100 -91.57430 AllEnergy Sand	Multiple owners	Tn of Arcadia	Applied		Inactive Mine/Processing
Alpine Sand, Llc - Soppa Pit Mine		44.24940 -91.40451 Alpine MaterialsCorp	Mark Rumpel, JamesDabelstein	Tn of Arcadia	Operational		Active Mine/Processing	155
Arcadia Sand Co		44.23956 -91.45545 Mississippi Sand LLC Arcadia Sand Co		City of Arcadia	Operational		Active Mine/Processing	231
Bue Sand Mine	44.18390 -91.26150	Mark Nelson - NelsonMaterials, LLC	Bue	Tn of Ettrick	Operational	Active	Mine	22
D95 North Site - Spartan Sand, Llc(Tenneson)		44.27514 -91.34339 Spartan Sand, LLC	Lorna Tenneson,Wayne Berg, FlatenLand Co	Tn of Preston	Permitted		Inactive Mine/Processing	330
D95 South Site - Spartan Sand, Llc(Tenneson)		44.26456 -91.33057 Spartan Sand, LLC	Tenneson, Betker	Tn of Preston	Permitted	Inactive	Mine	95
Fairmount Santrol		44.25269 -91.43130 Fairmount Santrol	Fairmount Santrol	Tn of Arcadia	Applied		Inactive Mine/Processing	300
Guza Pit	44.31386 -91.43172	Cameron Rail /Superior Silica Sands	James & Nancy Guza,Robert Smith, Carol &Andrew Puchalla	Tn of Acradia/Cityof Independence	Operational		Active Mine/Processing	285
Hi Crush Whitehall	44.34750 -91.36250	Hi-Crush ProppantsLLC	Hi-Crush ProppantsLLC	City ofIndependence & Tnof Whitehall	Operational	Active	Mine/Processing/Rail	765
Kaw Valley - Sonsalla/Pronschinske Mine		44.26299 -91.38576 KAW ValleyCompanies, Inc	Gerard Sonsalla, IvanPronschinske	Tn of Arcadia	Permitted		Inactive Mine/Processing	158
Kraemer Company - TwesmeQuarry Werlien/Gilberson/Tkc		44.25049 -91.34001 Kraemer Company	TKC Real EstateHoldings	Tn of Preston	Operational		Active Mine/Processing	180
Kraemer Company - Whistler'sPass Quarry		44.10210 -91.48846 Kramer Company	Kramer Company	Tn of Dodge	Operational	Active	Mine	120
Patzner Sand Pit		44.26126 -91.42170 Sierra Frac Sand	John Patzner	Tn of Arcadia	Operational	Active	Mine	55
Source Energy Services -Preston Mine		44.31893 -91.25989 Source EnergyServices	Source EnergyServices	City of Blair	Operational		Active Mine/Processing/Rail	499
Rossa Sand Mine		44.22585 -91.41273 Canadian Silica	Dennis and DarleneRossa	Tn of Arcadia	Operational	Active	Mine	113
Source Energy Services -Blair Mine		44.32511 -91.29543 Source EnergyServices	Hwy 53 Group	City of Blair	Operational		Active Mine/Processing/Rail	756
Segerstrom Mine		44.50375 -91.40564 Paramount Sand	Thomas and RhondaSegerstrom	Tn of Unity	Permitted		Inactive Mine/Processing	89.5
Soppa Sand #2 (Final ReclamationIn Progress)		44.24802 -91.44452 Sierra Frac Sand	Eugene	Tn of Arcadia	Reclamationin Progress	Active	Mine	11
South River Road Transload		44.30352 -91.16843 Taylor Frac, LLC	Quarne Rail Spur	Tn of Preston	Operational	Active	Rail	20
Suchla Pit 2 (Final Reclamation InProgress)		44.22440 -91.50964 Sierra Frac Sand	Quarne & Taylor FracLand Holdings	Tn of Arcadia	Reclamationin Progress	Active	Mine	15
Weltzien Sand Mine		44.15948 -91.42745 Brant ValleyExcavating	Ray Weltzien	Tn of Arcadia	Applied	Inactive	Mine	43

Figure 23.1. Summary of active frac sand operations in Trempealeau County. Source: Wisconsin Department of Natural Resources (2019) http://dnr.wi.gov/topic/Mines/ISMMap.html.

Operations by other companies in the proximate area include:

Hi-Crush Proppants LLC: Their 'Blair' silica sand facility was completed in March 2016 and can produce 2.86 million tons per year of 20/100 frac sand (approximately 2.6 million metric tonnes; Hi-Crush Proppants LLC, 2017b).
Taylor Frac LLC: Has several silica sand mines in the neighboring Jackson County (to the east of Trempealeau County) with capabilities to produce 500,000 tons (approximately 454,000 metric tonnes) of product annually (Taylor Frac LLC, 2017). API-ISO quality sand grades include: 16/30, 20/40, 30/50, and 40/70.
Kraemer Company LLC: Operate the Twesme Quarry located southwest of the Preston Mine. The private company's operations appear to provide road construction, reconstruction and resurfacing services (Kraemer Company LLC, 2017).

24 Other Relevant Data and Information

None to report at the Effective Date of this Technical Report, 31 December 2019.

25 Interpretation and Conclusions

25.1 Exploration Summary

SES is materially announcing a Blair Property expansion, from 25 to 35 contiguous parcels totalling 460.67 ha. The additional 10 parcels were originally acquired as part of the 2017 acquisition of SPW but were not included in SES's original assessment of the Blair Mine and Property (Eccles et al., 2017, 2018).

To assess the silica sand resources at the new western portion of the Blair Property, SES conducted a 2019 auger drill program and downhole geophysical surveys to test the Wonewoc Formation silica sand. Barr Engineering Company of Minneapolis, MN drilled 15 holes totalling 1,909.91 feet (582.14 m) using a truck-mounted air rotary auger rig to drill vertical (-90º) auger holes at zero orientation. Of the 15 drillholes, 4 were collared adjacent to the Blair Property and therefore the amount of drilling within the boundary of the Property included 11 drillholes totalling 1,404.95 feet (428.23 m).

Of the 1,404.95 feet (428.23 m) of drilling, the 2019 drill program intersected 975.0 feet (297.2 m) of Wonewoc Formation sandstone. As the drillholes were vertical, the core intersections represent true widths. Grain size particle distribution analysis was conducted on 5-foot (1.5 m) auger cutting intersections for the entire intersection of Wonewoc Formation sand. The gradation analytical work was completed by FracTAL of St. Paul, MN.

In addition to the drilling and gradation work, Century Wireline Services Corp. conducted downhole natural gamma, conductivity and resistivity surveys on all 2019

drillholes, which provided supporting information on the lithology, porosity and proportion of fine particles within the Wonewoc Formation.

The collective assessment of the drill logs, gradation analytical results and electronic wireline logs enabled the authors to create robust lateral and vertical cross-sections of the Wonewoc Formation at the Blair Property. The 2019 exploration data, together with the homogeneity of the Wonewoc Formation at the Blair Property, increased the QP's confidence level of the 3-D geological model created for the Blair resource assessment process.

25.2 2019 Indicated and Inferred Resource Summary

The Blair 2019 Indicated and Inferred Silica Sand Resource estimates is reported in accordance with the CSA's NI 43-101 and has been estimated using the CIM Estimation of Mineral Resources and Mineral Reserves Best Practice Guidelines (2003) and CIM Definition Standards for Mineral Resources and Mineral Reserves (2014).

The Blair resource modelling utilized:

A total of 27 drillholes including 4 drillholes that were collared directly southwest of the Blair Property. Drill spacing varies from 180 feet (55 m) to 1,463 feet (446 m) with the median drillhole spacing of 823 feet (251 m). The thickness of the Wonewoc intersections varied from 40 feet (12.2 m) to 129 feet (39.3 m) and averaged 88 feet (26.7 m).
A three-dimensional geological model was created, in which the following stratigraphic horizons were wireframed in the interpretation process: 1) the Wonewoc Formation (the focus of this resource estimate); and 2) a thin veneer of Pleistocene surficial deposits and Tunnel City Group overlying the Wonewoc Formation. The Blair silica sand resources are hosted 'only' within the Wonewoc Formation. The narrow horizon of the Tunnel City Group and/or Pleistocene surficial material was examined only to calculate the volumes/tonnages of waste material overlying the Wonewoc Formation.
Using the updated Blair mine plan, the authors flagged depleted (mined-out) resource blocks that were omitted from calculation/estimation process. It is assumed that all Wonewoc Formation blocks (i.e., at all elevations) from within the mined-out area were removed during the mining process.
The drillhole sample width analysis showed that the drillhole samples ranged from 3 feet (0.91 m) to 46 feet (14 m) in length with the dominate length of 5 feet (1.52 m). A composite length of 6.6 feet (2 m) was selected as it provides adequate resolution for mining purposes and is equal to, or larger in length than 85.43% of the drillhole samples.

The estimation file comprised of 373 Wonewoc Formation particle size/gradation analyses and 16 simulated non-sample analyses that were generated using a methodology that would not cause an over-estimation in the resource estimations.
Based on the data spacing and the detail of the 3-D geological models, a block model with a block size of 65.6 feet x 65.6 feet (20 m x 20 m) in the horizontal directions and 6.6 feet (2 m) in the vertical direction is generated. The final block model is 8,596 feet (2,620 m) long in the east-west direction, 7,152 feet (2,180 m) long in the north-south direction and 230 feet (70 m) deep.
Ordinary Kriging (OK) was used to estimate the size fraction values at each parent block that lies within the Wonewoc wireframe. Blocks are conditioned using only composites within Wonewoc Formation.
A nominal loose bulk sand density of 1.55 g/cm3 was applied to all blocks, which was based on 11 representative density samples of bulk Wonewoc Formation from the Blair Property. This value was selected for use in the resource modelling because it is representative of the bulk Wonewoc material being mined. Bulk density values of 1.37 g/cm3 and 1.57 g/cm3 were selected for the Pleistocene surficial deposits (overburden) and the Tunnel City Group; these values were taken from resource estimations conducted at SES' Sumner Mine (Eccles et al., 2015).
The authors have used a lower cutoff that is consistent with the mining method used by SES at the Sumner Mine in Barron County, WI. The Blair estimation of the individual sieve size fractions was completed and reported using a cutoff of the +70 sand fractions being greater than 60%.

The Mineral Resource estimates presented in this Technical Report is classified as 'Indicated' and 'Inferred' according to the CIM definition standards, and are based on a number of factors, including: 1) current mine production; 2) forecasted marketability of silica sand in the fracking market; and 3) geological confidence in the thickness, continuity and quality of the Wonewoc Formation Sand at the Blair Property.

41.3 million short tons (37.4 million metric tonnes) of silica sand of Indicated classification is present at the Blair Property (Table 14.7); and
17.6 million short tons (15.9 million metric tonnes) of silica sand of Inferred classification is present at the Blair Property (Table 14.8).

It is the opinion of the authors that the 2018 Blair Resource Estimate is reasonable and that the data acquisition and review, estimation methodology, and updated resource estimate result were completed in compliance with CIM guidelines. The senior author of this Technical Report takes full responsibility for the 2019 Blair Indicated and Inferred Resource Estimates.

Overburden: 16.1 million short tons (14.6 million metric tonnes); and
Wonewoc Formation blocks that fall below cutoff: 8.9 million short tons (8.1 million metric tonnes).

The overburden, which is typically composed of gravelly sandy-loam till, is a 'legitimate' waste rock and must be removed in advance of open pit mining. Not all the waste Wonewoc Formation material might end up being waste rock sensu stricto. That is, some of Wonewoc sandstone that does not make the cutoff may end up being mined; for example, 'islands' of below cutoff Wonewoc may be mined based on the type of potential future mining method employed by SES.

25.3 Other Considerations and Uncertainties

Proppant test work has only been conducted on a limited number of samples (n=7, which includes 11 derivate size fractions from individual samples). While the Wonewoc Formation is stratigraphically uniform and current test results meet the ISO suggested criteria for proppant use in the oil and gas hydraulic fracturing business, additional proppant test work from throughout the Property would improve the confidence level of the quality of the silica sand.

We have observed some local variation in the thickness of Pleistocene surficial material that overly the Wonewoc Formation at the Blair Property. Accordingly, we caution the reader that additional auger drill testing to advance the understanding of the surficial deposits will result in an improved understanding of the material overlying the Wonewoc Formation, and hence, revised and improved resource estimations.

Additional auger drilling is required in the Inferred resource areas where there are gaps in our geological data model. We caution the reader that additional auger drill testing to advance the number of data and our understanding of the Wonewoc Formation – particularly in the Inferred resource area of the Property – will result in improved resource estimations.

The authors have pointed out that exploration and development of silica sand involves a high degree of risk. SES's mining, processing and production facilities, its logistics

operations and any future properties it develops or may acquire in the future are and will be subject to risks normally encountered in the frac sand industry. Selected risks could include: changes in the price and marketability of silica sand; availability of transportation; changes in laws and/or regulations associated with the oil and natural gas industries; changes in environmental policy; unanticipated physical impacts of climate; and/or the inability of Source's customers or distribution partners to take delivery.

Lastly, not all the 'waste' Wonewoc Formation, or Wonewoc sand that does not meet the resource cutoff, might end up being waste rock sensu stricto. That is, some of Wonewoc sandstone that does not make the cutoff may end up being mined; for example, 'islands' of below cutoff Wonewoc may be mined based on the type of potential future mining method employed by SES.

26 Recommendations

The collective work outlined in this Technical Report including: SES's technical applications knowledge; current capacity levels for production, processing and transportation of proppant throughout North America; positive Blair 2019 Inferred Silica (Frac) Sand Resource estimation; frac sand market size and applicability; and high-quality (ISO 13503-2:2006/Amd.1:2009E compliant) Wonewoc Formation proppant; supports the conclusion that the Wonewoc silica (frac) sand at the Blair Property is a 'property of merit' and warrant further exploration.

The authors of this Technical Report recommend that SES consider future 2019 exploration work at the Property, including: infill and exploration auger drilling; downhole electric logging; groundwater monitoring; proppant characterization work; and Technical and Annual reporting reflective of any material change.

The collective estimated cost of this 2019 work recommendation, including a 10% contingency on the exploration work, is CDN$715,000 (USD$529,100). Additional detail on the work recommendations and cost breakdown is provided in the text that follows and Table 26.1.

26.1 Infill Auger Testing of the Wonewoc Formation and its Overlying Material in Conjunction with Mine Planning

It is recommended that SES conducts a 30-hole auger program to further delineate and evaluate the Wonewoc Formation at the Blair Property ahead of the mine plan. Each hole should be drilled to an approximate depth of 100 feet (30 m) for a total program of about 3,000 feet (900 m). The estimated cost of this program is CDN$375,000 (USD$277,500), which includes: mob and demob; third-party drill contracts; lithological logging; sampling; and particle size/gradation analysis. The collar locations should be surveyed for accurate positioning in three dimensions (e.g., using differential GPS or total station).

Table 26.1. Estimated cost summary of 2019 exploration work recommendations at Source Energy Services Blair Property.

	CostEstimate
Item	Description	CDN$	USD$
Infill drilling in conjunctionwith mine planning	3,000 feet (900 m) of infill drilling to further definethe Wonewoc Formation and the overlying wastematerial in conjunction with mine planning.	$375,000	$277,500
Downhole electrical wirelinelogging	Downhole geophysical surveying for subsurfaceexploration and characterization	$60,000	$44,400
Proppant characterizationtest work	Test work conducted at an independent ISO13503-2 certified laboratory to define the overallquality of the Wonewoc Formation	$25,000	$18,500
Groundwater modelling	Drill and develop groundwater monitoring wells tomonitor the groundwater table and conditions onthe Property	$150,000	$111,000
Technical and AnnualReporting	Update the Blair resource annually in conjunctionwith conventional mine depletion.	$40,000	$29,600
	Sub-total	$650,000	$481,000
	10% contingency	$65,000	$48,100
	Total Cost Estimate	$715,000	$529,100

Currency converted using a conversion of 1 CDN dollar equals 0.74 USD dollar (6 May 2019)

26.2 Downhole Log Responses to Define Subsurface Stratigraphy

Critical on depicting the future direction of the open pit relies on: 1) depth of overburden to the target Wonewoc Formation; and 2) the quality of the Wonewoc with respect to the amount of clay material intermixed with the silica sand. Borehole logging provides local validation of these criteria, and it is recommended that SES consider wireline logging of the boreholes to provide a means of evaluating various properties of subsurface strata between drillholes.

The electrical log has been used extensively in a qualitative way in the exploitation of oil and gas reservoirs to provide some indication of reservoir content and to correlate subsurface geological formations. Downhole log responses from a combination of downhole tools such as gamma-ray and resistivity, density and neutron porosity logs can be used to distinguish electro-facies and formulate a high-resolution subsurface sequence stratigraphic model.

The gamma-ray log measures the natural radiation from the formation using a scintillation detector (similar to a Geiger Counter). The tool effectively predicts lithology were shale and sand have higher and lower levels of natural radioactivity, respectively. When reading gamma-ray logs, the further the curve is to the left of the 'shale base line', the more likely it is sand. Hence it is a useful borehole logging tool to define tops and bottom of strata such as the Wonewoc Formation.

Another common log measures the electrical resistivity of the formation. The log profile characteristics of measuring the resistivity at different distances into the rock unit (shallow, medium and deep), can provide meaningful information on the geological formation properties such as porosity and unit facies changes. For example, separation between the medium and deep induction conductivity curves can indicate the formation has high porosity and is permeable (i.e., sandstone with little clay/mudstone).

In SES's case, the results of a properly organized, calibrated and interpreted downhole electrical wireline surveys can be used to determine:

Overburden thickness profiling that can help to determine areas of low strip ratio within the Blair Property;
Silica sand unit thickness profiling that can help target anomalous areas of thick, clean sand (this application is particularly useful when investigating large property holdings such as the Blair Property);
Interpretive profiling of the internal geometry and facies architecture of the sandstone, which can give the explorer the greatest chance of testing and/or mining high quality proppant;
Three-Dimensional geological modelling of the subterranean features that, in conjunction with borehole data, can enhance the overall mineral resource estimation and potential economic studies of the Blair Property; and
The profile of the groundwater table, which is applicable from the environmental and mine pumping/de-watering perspectives.

The downhole surveying is estimated to cost CDN$60,000 (USD$44,400).

26.3 Groundwater Monitoring Wells

Another objective of SES's 2019 auger work should be to create groundwater monitoring wells that provide access to Cambrian aquifers. The wells will enable SES to monitor the groundwater table and conditions on the Property. The groundwater monitoring holes are constructed by drilling enlarged (upper) and reduced (lower) hole diameters of 12" and 8" (30 and 20 cm), respectively, and then securing access to the well with 8" (20 cm) steel pipe casing and screens. The monitoring holes are measured

regularly (once a month) to record the depth to the groundwater table. The estimated cost of preparing the groundwater monitoring wells is CDN$150,000 (USD$111,000).

26.4 Proppant Characterization Test Work.

As additional samples are collected coincident with the infill and exploratory drill programs, a representative number of samples from throughout the Blair Property should be subjected to additional proppant characterization test work to define the overall quality and confidence of the Wonewoc Formation, the results of which may influence future work programs at the Blair Property.

With respect to appraisal of the Tunnel City Group exploration target, laboratory evidence is required to prove that this silica sand unit meets ISO 13503-2 / APRIP 19C specifications. Confirmation of quality is required for any future Tunnel City Group Technical Reporting that may classify the unit as a mineral resource.

The proppant test work would include bulk density measurements, but additional bulk density measurements are also required on the material overlying the Wonewoc Formation to better define the in-situ tonnage of the overlying material at the Blair Property. Lastly, the proppant characterization work, including density measurements, should be conducted on proppant size fraction distributions of 20/40, 30/50, 40/70 and 50/140 (or '100') mesh, which mimics SES's current production and sales strategy. The test work must be conducted at an independent ISO 13503-2 certified laboratory. The cost of the proppant test work is estimated at CDN$25,000 (USD$18,500).

26.5 Technical and Annual Reporting

The purpose of NI 43-101 is to ensure that misleading, erroneous or fraudulent information relating to mineral properties is not published and promoted to investors on stock exchanges overseen by the CSA. Disclosures covered by NI 43-101 code include press releases of mineral exploration reports, reporting of resources and reserves, presentations, oral comments and websites. With respect to resource/reserve reporting, most start-up companies progress through a logical sequence of Technical Reports that inevitably provide higher levels of confidence to its shareholders and potential investors.

As SES continues to develop the Blair Property, the company should prepare revised Technical and Annual Reports that include updated mineral resource estimates. The estimated cost of a revised NI 43-101 Technical Report is CDN$40,000 (USD$29,600).

27 References

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28 Certificate of Author

I, D. Roy Eccles, P. Geol., do hereby certify that:

1. I am a Senior Consulting Geologist and Chief Operations Officer of APEX Geoscience Ltd., Suite 110, 8429 – 24th Street, Edmonton, Alberta T6P 1L3.
1. I graduated with a B.Sc. in Geology from the University of Manitoba in Winnipeg, Manitoba in 1986 and with a M.Sc. in Geology from the University of Alberta in Edmonton, Alberta in 2004.
1. I am and have been registered as a Professional Geologist with the Association of Professional Engineers and Geoscientists ("APEGA") of Alberta since 2003.
1. I have worked as a geologist for more than 25 years since my graduation from University and have been involved in all aspects of mineral exploration, mineral research and mineral resource estimations for metallic, industrial, specialty and rare-earth element mineral projects and deposits in Canada. I have explored for and prepared mineral resource estimates for silica sand projects in western Canada and northeastern United States.
1. I have read the definition of "Qualified Person" set out in National Instrument 43‐101 ("NI 43‐ 101") and certify that by reason of my education, affiliation with a professional association (as defined in NI 43‐101) and past relevant work experience, I fulfill the requirements to be a "Qualified Person" for the purposes of NI 43‐101.
6. I am responsible for and have supervised the preparation of the "Technical Report: Property Expansion, Infrastructure Update and 2019 Indicated and Inferred Resource Estimates for Source Energy Services Ltd.'s Blair Silica Sand Mine, Wisconsin, United States", with an effective date of 31 December 2019 (the "Technical Report"). I last visited the Blair Property on November 6, 2018 and can verify the silica sand mineralization and current extent of the silica sand mining operations and infrastructure.
7. To the best of my knowledge, information and belief, the Technical Report contains all relevant scientific and technical information that is required to be disclosed, to make the Technical Report not misleading.
8. I have read National Instrument 43-101 and Form 43-101F1, and the Technical Report has been prepared in compliance with that instrument and form.
9. I am independent of the issuer, the vendor and the Property applying all the tests in section 1.5 of Companion Policy 43-101CP to National Instrument 43-101.
10. I have not had any prior involvement with the Property that is the subject of the Technical Report.
11. I consent to the filing of the Technical Report with any stock exchange and other regulatory authority and any publication by them for regulatory purposes, including electronic publication in the public company files or their websites.

Effective Date: 31 December 2019 Signing Date: 26 February 2020 Edmonton, Alberta, Canada

D. Roy Eccles, M.Sc., P. Geol.

I, Robert J. Farmer, P. Eng., do hereby certify that:

1. I am a Vice President of John T. Boyd Company, 4000 Town Center Boulevard, Suite 300 Canonsburg, PA, United States 15317.
1. I graduated in 1994 with a B.Sc. in Mining Engineering from Queen's University, Kingston, Ontario.
1. I am and have been registered with Professional Engineers Ontario since 2000 and with the Professional Engineers & Geoscientists Newfoundland and Labrador since 2017. I am and have been a Registered Member of the Society for Mining, Metallurgy, and Exploration (SME) since 2007.
1. I have worked as a Mining Engineer for more than 25 years since my graduation from University and have extensive knowledge of computerized geologic modeling, mineral resource and reserve estimation, underground and surface mine design and operations, production scheduling, and financial modeling. Deposit and mine commodity expertise include coal, industrial minerals, base metals and gold.
1. I have read the definition of "Qualified Person" set out in National Instrument 43‐101 ("NI 43‐ 101") and certify that by reason of my education, affiliation with a professional association (as defined in NI 43‐101) and past relevant work experience, I fulfill the requirements to be a "Qualified Person" for the purposes of NI 43‐101.
6. I am responsible for the preparation if Items 16-22 of the "Technical Report: Property Expansion, Infrastructure Update and 2019 Indicated and Inferred Resource Estimates for Source Energy Services Ltd.'s Blair Silica Sand Mine, Wisconsin, United States", with an effective date of 31 December 2019 (the "Technical Report"). I visited the Blair Property on December 5th, 2017.
7. To the best of my knowledge, information and belief, the Technical Report contains all relevant scientific and technical information that is required to be disclosed, to make the Technical Report not misleading.
8. I have read National Instrument 43-101 and Form 43-101F1, and the Technical Report has been prepared in compliance with that instrument and form.
9. I am independent of the issuer, the vendor and the Property applying all the tests in section 1.5 of Companion Policy 43-101CP to National Instrument 43-101.
10. I have not had any prior involvement with the Property that is the subject of the Technical Report.
11. I consent to the filing of the Technical Report with any stock exchange and other regulatory authority and any publication by them for regulatory purposes, including electronic publication in the public company files or their websites.

Effective Date: 31 December 2019 Signing Date: 26 February 2020 Edmonton, Alberta, Canada

Robert J. Farmer, B.Sc., P. Eng.

Appendix 1. Source Energy Services Blair Property Geotechnical Data

The following information and data are available through APEX Geoscience Ltd. and Source Energy Services.

Proppant laboratory test work from the 2012, 2013, 2015, 2016 and 2019 auger drill programs.
Particle size/gradation analytical results from the 2012, 2013, 2015, 2016 and 2019 auger drill programs.

AI assistant

Source Energy Services Ltd. — Audit Report / Information 2019

47404_rns_2020-03-05_e133d979-db9b-4115-800f-3987018127f1.pdf

TECHNICAL REPORT, PROPERTY EXPANSION, INFRASTRUCTURE UPDATE AND 2019 INDICATED AND INFERRED RESOURCE ESTIMATES FOR SOURCE ENERGY SERVICES LTD.'S BLAIR SILICA SAND MINE, WISCONSIN, UNITED STATES

Tables

Figures

1 Summary

1.1 Issuer and Purpose

1.2 Authors

1.3 Property Location and Description

1.4 Agreements and Permits

1.5 Property and Silica Sand Mining Uncertainties

1.6 History

1.7 SES 2019 Exploration and Mine Infrastructure Updates

1.8 Qualified Person Site Inspection

1.9 Reasonable Prospects

1.10 Mineral Resource Estimation

2 Introduction

2.1 Issuer and Purpose

2.2 Authors and Site Inspection

2.3 Source of Information

2.4 Units of Measure

3 Reliance of Other Experts

4 Property Description and Location

4.1 Introduction to Source Energy Services Blair Property

Table 4.1. Permit descriptions and status for Source Energy Services Blair Property.

A) East sub-property

B) West sub-property

4.2 Property Location

4.3 Nature and Extent of the Land Titles

4.4 Permitting and Environmental Approvals: Blair Property

4.5 Property and Silica Sand Mining Uncertainties

5 Accessibility, Climate, Local Resources, Infrastructure and Physiography

Figure 5.1. Regional access to the Blair Property.

6 History

6.1 Historical Work on the Blair Property by Sand Products Wisconsin LLC

7 Geological Setting and Mineralization

7.1 Regional Geology

7.1.1 Cambrian Mount Simon Formation

7.2 Cambrian Eau Claire Formation

7.2.1 Cambrian Wonewoc Formation

7.2.2 Cambrian Jordan Formation

7.2.3 Pleistocene Surficial Geology

7.2.4 Depth to Groundwater

7.3 Property Geology

7.4 Mineralization

8 Deposit Types

9 Exploration

9.1 Downhole Geophysical Surveys

9.2 Geological Modelling

9.3 Density Measurements

10 Drilling

10.1 Historical (2012-2016) Drill Program Results

10.2 SES (2019) Drill Program Results

10.3 Gradation Analysis and Proppant Characterization Test Work

11 Sample Preparation, Analyses and Security

11.1 Sample Preparation

11.2 Analytical Procedures

11.3 Security and Laboratory Accreditations

11.4 Quality Assurance - Quality Control

12 Data Verification

13 Mineral Processing and Metallurgical Testing

13.1 Fracturing Proppant Sizes

13.2 Krumbein Shape Factor: Sphericity and Roundness

13.3 Acid Solubility

13.4 Maximum Proppant Turbidity

13.5 Maximum Crush Material

14 Mineral Resource Estimates

14.1 Data Summary

14.1.1 Auger Drilling and Sand Sample Processing

14.1.2 Data QA/QC

14.1.3 MICROMINE Database and Validation

14.2 Estimation Domain Definition

14.2.1 Geological Interpretation and Modelling

14.2.2 Block Model Parameters

14.2.3 Volumetric Checks

14.3 Grade Estimation

14.3.1 Introduction

14.3.2 Compositing

14.3.3 Capping

Source Energy Services Ltd. Audit Report / Information 2019