PLB CAPITAL CORP.

2080 - 777 Hornby Street Vancouver, British Columbia V6Z 1S4

FILING STATEMENT

Dated as at October 29, 2020

Neither the TSX Venture Exchange Inc. nor any securities regulatory authority has in any way passed upon the merits of the Proposed Transactions described in this Filing Statement.

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FORWARD-LOOKING INFORMATION .................................................................................................. 1 GLOSSARY OF TERMS ............................................................................................................................. 3 SUMMARY OF FILING STATEMENT ................................................................................................... 10 RISK FACTORS ........................................................................................................................................ 17 INFORMATION CONCERNING THE CORPORATION ....................................................................... 25 INFORMATION CONCERNING KRPL .................................................................................................. 32 INFORMATION CONCERNING THE RESULTING ISSUER ............................................................... 77 GENERAL MATTERS .............................................................................................................................. 92 FINANCIAL STATEMENT REQUIREMENTS ...................................................................................... 94 CERTIFICATES OF THE CORPORATION ............................................................................................. 95 CERTIFICATE OF KAINANTU RESOURCES PTE. LIMITED ............................................................ 96 ACKNOWLEDGEMENT – PERSONAL INFORMATION ..................................................................... 97 APPENDIX “A” ...................................................................................................................................... A-1 APPENDIX “B” ...................................................................................................................................... B-1 APPENDIX “C” ...................................................................................................................................... C-1 APPENDIX “D” ...................................................................................................................................... D-1 APPENDIX “E” ...................................................................................................................................... E-1 APPENDIX “F” ...................................................................................................................................... F-1 APPENDIX “G” ...................................................................................................................................... G-1

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FORWARD-LOOKING INFORMATION

This Filing Statement contains forward-looking information within the meaning of applicable Canadian securities legislation with respect to PLB Capital Corp. (the “ Corporation ”), Kainantu Resources Pte. Ltd. (“ KRPL ”), Kainantu Resources Limited (“ KRL ”), Pacific Energy Consulting Ltd. (“ PEC ”) and the Resulting Issuer. Forward looking information may include, but is not limited to, information with respect to use of available funds, anticipated production and developments in operations in future periods, planned exploration and development activities, the adequacy of financial resources, costs and timing of development of the assets, costs, timing and receipt of approvals, consents and permits under applicable legislation, executive compensation approaches and practices and the composition of directors and committees.

Any statements that express, involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, through the use of words and phrases such as “may”, “is expected to”, “anticipates”, “estimates”, “intends”, “plans”, “projection”, “could”, “vision”, goals”, “objective” and “outlook”) are not historical facts and may be forward-looking and may involve estimates, assumptions and uncertainties which could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. In making these forward-looking statements, the Corporation, KRPL, KRL, PEC, and the Resulting Issuer have assumed that the current market will not adversely impact their respective business, properties, or assets.

Forward-looking information involves known and unknown risks, uncertainties and other factors which may cause actual events or results to differ from those expressed or implied by the forward-looking information, including, without limitation: risks related to the fact that the Resulting Issuer may not have sufficient funds to start mining and processing operations; there may be many factors beyond the Resulting Issuer’s control which adversely affect its ability to carry out its business plan; changes in the market price of gold and copper; the Resulting Issuer may incur losses for the foreseeable future; general economic conditions may adversely affect the Resulting Issuer’s growth and profitability; the inherent risks of mining and the conditions or events that are beyond the Resulting Issuer’s control; government regulations and the requirement to obtain processing licences and permits; mineral exploration and mining activities in PNG can require the prior consent of resident Landowners and the local community; the Resulting Issuer’s activities are subject to environmental and other requirements that may increase its costs and restrict its operations; the Resulting Issuer may be subject to land reclamation requirements; the Resulting Issuer could be subject to environmental lawsuits; risks inherent in acquisitions which the Resulting Issuer may pursue; the assurance of titles or borders; currency risk; future sales or issuances of equities securities may have a dilutive effect on the shareholders of the Resulting Issuer and effect the value of the Resulting Issuer’s common shares; conflicts of interests of certain directors and officers of the Resulting Issuer; the Resulting Issuer does not intend to pay any cash dividends in the foreseeable future; reliance on management and dependence on key personnel; uninsurable risks; litigation; and conducting operations through foreign subsidiaries.

This list is not exhaustive of factors that may affect any of the forward-looking information contained in this Filing Statement. Although the Corporation and KRPL have attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Forward-looking information involves statements about the future and is inherently uncertain, and the actual achievements of the Corporation, KRPL, KRL, PEC or the Resulting Issuer or other future events or conditions may differ materially from those reflected in the forward-looking information due to a variety of risks, uncertainties and other factors, including, without limitation, those referred to in this Filing Statement under the heading “Risk

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Factors” and elsewhere in this Filing Statement. Forward-looking information contained in this Filing Statement is based on the beliefs, expectations and opinions of management of the Corporation and KRPL on the date the statements are made, and the Corporation and KRPL do not assume any obligation to update forward-looking information, whether as a result of new information, future events or otherwise, other than as required by applicable law. In making the forward-looking statements in this Filing Statement, the Corporation and KRPL have applied several material assumptions which may prove to be inaccurate, including, but not limited to, the assumptions that any financing needed to fund the operations of the Resulting Issuer will be available on reasonable terms and there being no significant disruptions affecting operations at the Project. Other assumptions are discussed throughout this Filing Statement and, in particular in the “Risk Factors” section of this Filing Statement. For the reasons set forth above, prospective investors should not place undue reliance on forward-looking information.

Information Concerning the Corporation

The information contained or referred to in this Filing Statement relating to the Corporation has been furnished by the Corporation.

Information Concerning KRPL, KRL and PEC

The information contained or referred to in this Filing Statement relating to KRPL, KRL and PEC has been furnished by each of KRPL, KRL and PEC. In preparing this Filing Statement, the Corporation has relied upon each of KRPL, KRL and PEC to ensure that the Filing Statement contains full, true and plain disclosure of all material facts relating to each of KRPL, KRL and PEC and its subsidiaries.

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GLOSSARY OF TERMS

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

“Acquisition”

means the acquisition by the Corporation of all of the KRPL Shares and KRPL Warrants, from the Vendors, in exchange for Shares and Warrants on the basis of one Share and one Warrant for every KRPL Share and KRPL Warrant held, pursuant to the Share Exchange Agreement.

“Affiliate”

means a company that is affiliated with another company, which occurs if:

(a) one of them is the subsidiary of the other, or
(b) each of them is controlled by the same person.
A company is “controlled” by a person if:
(a) voting securities of the company are held, other than by way of security only, by or for the benefit of that person, and
(b) the voting securities, if voted, entitle the person to elect a majority of the directors of the company.
A person beneficially owns securities that are beneficially owned by:
(a) a company controlled by that person, or
(b) an Affiliate of that person or an Affiliate of any company controlled by that person.

“Associate”

means, when used to indicate a relationship with a person or company:

(a) an issuer of which the person or company beneficially owns or controls, directly or indirectly, voting securities entitling him to more than 10% of the voting rights attached to outstanding securities of the issuer;
(b) any partner of the person or company;
(c) any trust or estate in which the person or company has a substantial beneficial interest or in respect of which the person or company serves as trustee or in a similar capacity; and
(d) in the case of a person, a relative of that person including:
(i) that person’s spouse or child, or
(ii) any relative of that person or of his or her spouse who has the same residence as that person,

but where the Exchange determines that two persons shall, or shall not, be deemed to be associates with respect to a Member firm, Member corporation or holding company of a Member corporation, then such determination shall be determinative of their relationships in the application of Rule D with respect to that Member firm, Member corporation or holding company (as “Member” is defined in Exchange Policies).

“BCBCA”

means the Business Corporations Act (British Columbia).

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“Board”

means the board of directors of the Corporation or the Resulting Issuer, as applicable.

“Broker”

Means 4Front Capital Partners Inc., an entity assisting the Corporation and KRPL with the placement of KRPL Units pursuant to the Private Placement.

“Broker Warrants”

means Warrants equal to 7% of the number of KRPL Units sold under the Private Placement to Potential Investors that the Broker introduced to KRPL.[1]

“CEO”

means Chief Executive Officer.

“CFO”

means Chief Financial Officer.

“Change of Control” includes situations where after giving effect to the contemplated transaction and as a result of such transaction:

(a) any one Person holds a sufficient number of the voting shares of the issuer or Resulting Issuer to affect materially the control of the issuer or Resulting Issuer, or
(b) any combination of Persons, acting in concert by virtue of an agreement, arrangement, commitment or understanding hold in total a sufficient number of the voting shares of the issuer or Resulting Issuer to affect materially the control of the issuer or Resulting Issuer;

where such Person or combination of Persons did not previously hold a sufficient number of voting shares to affect materially the control of the issuer or Resulting Issuer. In the absence of evidence to the contrary, any Person or combination of Persons acting in concert by virtue of an agreement, arrangement, commitment or understanding, hold more than 20% of the voting shares of the issuer or Resulting Issuer is deemed to materially affect the control of the issuer or Resulting Issuer.

“Closing”

means the closing of the Proposed Transactions.

“Closing Date” means the date on which Closing occurs.

“Computershare” means Computershare Investor Services Inc., the Corporation’s register and transfer agent.

“Control Person”

means, in respect of an issuer, any person or company that holds or is one of a combination of persons or companies that holds a sufficient number of any of the securities of that issuer so as to affect materially the control of that issuer, or that holds more than 20% of the outstanding voting securities of the issuer, except where there is evidence showing that the holder of those securities does not materially affect the control of the issuer.

“Corporation” or

means PLB Capital Corp.

“PLB”

1 The total compensation payable to the Broker for its services includes: (a) a cash commission (“ Cash Comission ”) equal to 7% of the aggregate gross proceeds raised from Potential Investors that the Broker introduced to KRPL, which may be payable in KRPL Units at the discretion of the Broker. For the purposes of this Filing Statement, it has been assumed that the Cash Commission will be payable in cash.

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“CPC” means a corporation:

	a) that has been incorporated in a jurisdiction in Canada;
	b) that has filed and obtained a receipt for a CPC prospectus from one or
	more securities commissions in compliance with the CPC Policy; and
	c) in regard to which a Final Exchange Bulletin has not yet been issued.
“CPC Escrow	means an escrow agreement dated effective March 14, 2019 among PLB,
Agreement”	Computershare and the founding shareholders of PLB, in the form of
	Exchange Form 2F –CPC Escrow Agreement.
“CPC Escrow	means the securities of the CPC held in escrow pursuant to a CPC Escrow
Shares”	Agreement;
“CPC Policy”	means Policy 2.4 of the Exchange Corporate Finance Manual entitled
	“Capital Pool Companies”.
“Deferred	means 5,000,000 Shares to be issued by the Resulting Issuer to current KRPL
Consideration	shareholders. These shares will be issued for no additional consideration upon
Shares”	achievement of certain milestones.
“Discounted Market	has the meaning ascribed to such term in Exchange Policy 1.1 –
Price”	Interpretation.
“Exchange”	means the TSX Venture Exchange Inc.
“Exchange Policies”	means the policies of the Exchange as set forth in its Corporate Finance
	Manual.
“Exploration	means Exploration Licences No. 2558 (Granted), 2559 (Granted), 2650
Licences”	(Granted), 2652 (Granted), 2655 (Application) and 2660 (Application).
“Filing Statement”	means this filing statement, together with all appendices attached hereto and
	including the summary hereof.
“Final Exchange	means the bulletin which is issued by the Exchange following Closing and the
Bulletin”	submission of all documentation required by the Exchange in connection
	therewith that evidences final Exchange acceptance of the Proposed
	Transactions.
“Finder”	means Oceanside Group Ltd., an entity assisting the Corporation and KRPL
	with the placement of KRPL Units pursuant to the Private Placement.
“Finder Warrants”	means Warrants equal to 4% of the number of KRPL Units sold under the
	Private Placement to Potential Investors that the Finder introduced to KRPL.
“Insider”	if used in relation to an issuer, means:
	(a) a director, senior officer of the issuer;
	(b) a director, senior officer of the entity that is an Insider or subsidiary of
	the issuer;
	(c) a person that beneficially owns or controls, directly or indirectly,

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voting securities carrying more than 10% of the voting rights attached to all outstanding voting securities of the issuer; or

(d) the issuer itself if it holds any of its own securities.

	voting securities carrying more than 10% of the voting rights attached to all outstanding voting securities of the issuer; or (d) the issuer itself if it holds any of its own securities.
“Initial Public	means the offering of 2,000,000 Shares at $0.10 per Share pursuant to the
Offering” or “IPO”	final prospectus of PLB dated December 19, 2018.
“KRL”	means Kainantu Resources Limited, and is a private PNG company owned
	100% by KRPL.
“KRPL”	means Kainantu Resources Pte. Ltd., and is a private Singapore company.
“KRPL	means the holders of the issued and outstanding KRPL Shares.
Shareholders”
“KRPL Shares”	means shares in the capital of KRPL.
“KRPL Unit”	means a unit of KRPL to be issued in connection with the Private Placement,
	each such unit comprising one KRPL Share and one-half of one KRPL
	Warrant.
“KRPL Warrants”	means warrants to purchase KRPL Shares to be issued under the Private
	Placement at an exercise price of $0.40 per KRPL Share for a period of three
	(3) years following the date of issuance.
“MD&A”	means management’s discussion and analysis.
“Name Change”	means the proposed change of the Corporation’s name from “PLB Capital
	Corp.” to “Kainantu Resources Ltd.” or such other name as may receive
	Board and Exchange approval.
“NEO”	means “Named Executive Officer”, and has the meaning ascribed to it in
	Form 51-102F6 –_Statement of Executive Compensation_under National
	Instrument 51-102 –Continuous Disclosure Obligations.
“NI 43-101”	means National Instrument 43-101 –Standards of Disclosure for Mineral
	Projects.
“Non-Arm’s Length	means, in relation to an issuer, a promoter, officer, director, other Insider or
Party”	Control Person of that issuer and any Associates or Affiliates of any such
	person; and in relation to an individual, means any Associate of the individual
	or entity of which the individual is a promoter, officer, director, Insider or
	Control Person.
“Option Agreement”	means the agreement between PEC and KRL granting KRPL the sole,
	exclusive, and irrevocable option to acquire an undivided one hundred percent
	(100%) right, title and interest in and to each of the Exploration Licences free
	and clear of any encumbrance.
“Outstanding Issue”	is determined by Exchange Policies and Securities Laws.
“Payment	means Shares and Warrants issuable pursuant to the Share Exchange
Securities”	Agreement in exchange for KRPL Shares and KRPL Warrants.

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“PEC”	means Pacific Energy Consulting Ltd.
“PGK”	means Papua New Guinea Kina, the currency of Papua New Guinea.
“PI Financial	means 490,000 common share purchase warrants to be issued to PI Financial
Warrants”	Corp. as part of a corporate finance fee payable in connection with the
	Acquisition.
“PNG”	means Papua New Guinea.
“Policy 5.4”	means Policy 5.4 of the Exchange Corporate Finance Manual entitled
	“Escrow, Vendor Consideration and Resale Restrictions”.
“Potential Investors”	means investors who may be willing to participate in the Private Placement.
“Private Placement”	means the distribution by KRPL, immediately prior to Closing, of KRPL
	Units at a price of $0.20 per Unit, sold on a non-brokered private placement
	basis, pursuant to which KRPL will raise gross proceeds of a minimum of
	$3,000,000 or PGK equivalent, including the ability to accept
	oversubscriptions.
“Project” or	means the rights and interests held by PEC in and to the Exploration Licences,
“Property”	pertaining to the Kainantu Gold-Copper Project, located in Eastern Highlands
	Province of PNG.
“Promoter”	has the meaning specified in the_Securities Act_(British Columbia).
“Proposed	means, collectively, the Private Placement, the Acquisition, the appointment
Transactions”	of new officers and directors of the Resulting Issuer and the Name Change.
“Qualifying	means a transaction where a CPC acquires Significant Assets, other than cash,
Transaction”	by way of purchase, amalgamation, merger, or arrangement with another
	corporation or by other means, and in this Filing Statement means the
	Acquisition.
“Report Writer”	means Graeme J. Fleming, B. App. Sc., MAIG of GJF Geological Services,
	the author of the Technical Report.
“Resulting Issuer”	means the Corporation upon issuance of the Final Exchange Bulletin.
“Resulting Issuer	means the common shares without par value in the capital of the Resulting
Shares”	Issuer, as constituted after giving effect to the Proposed Transactions.
“RTO”	means reverse takeover, being a transaction or series of transactions,
	involving an acquisition by the issuer or of the issuer, and a securities
	issuance by an issuer that results in:
	(a) new shareholders holding more than 50% of the outstanding voting
	securities of the issuer, and
	(b) a Change of Control of the issuer,
	but does not include a formal takeover bid made pursuant to securities laws.
“Securities Laws”	means the Securities Act (British Columbia) or equivalent legislation in those
	provinces, states, and countries which have or assume jurisdiction over the

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	affairs of the Corporation, KRPL, the Resulting Issuer and any party to the
	Acquisition, and the applicable rules, regulations, rulings, orders, instruments
	and forms made or promulgated under such laws, as well as the rules,
	regulations, by-laws and policies of the Exchange, as may be amended from
	time to time.
“SEDAR”	means the System for Electronic Document Analysis and Retrieval, the
	electronic filing system for the disclosure documents of public companies and
	investments funds across Canada, available at_www.sedar.com_.
“Share Exchange	means the share exchange agreement entered into between the Vendors, PLB,
Agreement”	KRPL and PEC dated June 16, 2020, as amended as of August 5, 2020 and as
	further amended as of October 7, 2020.
“Shareholders”	means the holders of Shares.
“Shares”	means the common shares without par value in the capital of the Corporation.
“Significant Assets”	means one or more assets or businesses which, when purchased, optioned or
	otherwise acquired by the CPC, together with any other concurrent
	transactions, would result in the CPC meeting the minimum listing
	requirements of the Exchange.
“Stock Option Plan”	means the Corporation’s stock option plan as currently in effect, and as will
	continue in effect for the Resulting Issuer.
“Technical Report”	means the independent technical report prepared in favor of the Corporation
	by the Report Writer, dated September 30, 2020, entitled “Independent
	Technical Report on the Geology, Mineralization, and Recommended
	Exploration of the Kainantu Project, Papua New Guinea”.
“Vendors”	means Fuato Limited, Season Cove Limited, Snowfields Wealth Management
	Limited, Tanuki Holdings Limited, Axis Mining and Metals Limited, Game
	Plan Limited.
“Warrants”	means share purchase warrants of the Corporation to acquire additional Shares
	or Resulting Issuer Shares, as applicable.

Currency Presentation

All references in this Filing Statement to “$” are to Canadian dollars unless otherwise indicated.

The financial statements of the Corporation are reported in Canadian dollars and the financial statements of KRPL are presented in United States dollars (“USD”).

The Bank of Canada noon spot rate of exchange for one Canadian dollar within the last 12 months is as follows:

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Month	Rate Exchange
September 30,2019	0.7554
October 31,2019	0.7595
November 30,2019	0.7528
December 31,2019	0.7656
January31,2020	0.7569
February29,2020	0.7464
March 31,2020	0.7051
April 30,2020	0.7207
May31,2020	0.7263
June 30,2020	0.7338
July31,2020	0.746
August 31,2020	0.7668
September 30,2020	0.7497

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SUMMARY OF FILING STATEMENT

The following is a summary of information relating to the Corporation, KRPL, the Project, and the Resulting Issuer (assuming completion of the Proposed Transactions), and should be read together with the more detailed information and financial data and statements contained elsewhere in this Filing Statement.

This Filing Statement is being prepared in accordance with Exchange Policy 2.4 and Exchange Form 3B2 in connection with the Proposed Transactions.

The Corporation

At the request of the Corporation, trading of the Shares was halted on April 23, 2020 prior to the dissemination of a news release dated April 27, 2020 announcing the entering into of a binding letter of intent dated April 23, 2020 with KRL (the “ Letter of Intent ”). The last trading price of the Shares prior to the announcement of the Proposed Transactions was $0.035 per Share.

The head, registered, and records office of the Corporation is located at Suite 2080, 777 Hornby St., Vancouver, British Columbia, V6Z 1S4.

The Corporation has no Affiliates or Associates. See “ Information Concerning the Corporation – Corporate Structure ” and “ General Development of the Business ” for more particulars.

Summary of the Proposed Transactions

Share Exchange Agreement

On June 16, 2020, the Corporation, PEC, KRPL, and the Vendors entered into the Share Exchange Agreement, pursuant to which the Corporation agreed to the Proposed Transactions. On August 5, 2020, the Share Exchange Agreement was amended to alter the consideration payable and reflect certain amendments to the terms of the Private Placement. On October 7, 2020, the Share Exchange Agreement was further amended to reflect certain amendments to the consideration payable and the terms of the Private Placement.

All capitalized terms used therein will have the meanings ascribed thereto in the Share Exchange Agreement, unless otherwise defined herein.

Under the terms of the Share Exchange Agreement, as amended, at the Closing Date, the following shall occur:

(a) PLB shall pay the purchase price at the Closing Time through the allotment and issuance to the Vendors of an aggregate of 20,000,000 Shares on the basis of one Share for every KRPL Share, each Share at a deemed price of $0.20;
(b) the Shares shall be distributed to the Vendors in proportion with the percentage of KRPL Shares held by them;

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(c) KRPL shall arrange for completion of the Private Placement such that KRPL Shares and KRPL Warrants so issued will also be exchanged on the Closing Date on the same basis as the Vendors receive Shares and Warrants, provided that KRPL shall cause the subscribers for the KRPL Units to agree to the exchange of the KRPL Shares and KRPL Warrants to which they are entitled as though they held their KRPL Shares and KRPL Warrants as of the date of the Share Exchange Agreement; and
(d) Following the Closing Date and upon the Resulting Issuer establishing an inferred resource as evidenced by a NI 43-101 compliant Technical Report, the Resulting Issuer shall issue to the Vendors an aggregate of 5,000,000 Deferred Consideration Shares, pro rata in accordance with their holdings of KRPL Shares immediately prior to the Closing Date.

The Share Exchange Agreement contains, among others, the following conditions precedent:

A. With respect to the performance of PLB:
i. the representations and warranties made in the Share Exchange Agreement by the Vendors, PEC and KRPL shall be true and correct on the Closing Date;
ii. any outstanding Encumbrances in respect of the KRPL Shares, shall have been discharged;
iii. the Vendors and KRPL shall have complied with their respective obligations and covenants under the Share Exchange Agreement;
iv. no injunction or restraining order shall prohibit the transactions in the Share Exchange Agreement and no action or proceeding shall restrain or prohibit the Acquisition;
v.
PLB shall have received all closing documents by the Closing Time;
vi. the Private Placement shall have been completed to raise proceeds of at least the amount required by the Exchange to obtain their approval for the Acquisition;
vii. PLB shall have received a favourable legal opinion respecting the Properties and KRPL and such other matters as required by PLB or any Governmental Entity;
viii. no Material Adverse Change shall have occurred in KRPL, the KRPL Shares or the Properties by the Closing Date;
ix. there shall be no Proceedings against or pending or threatened against any of KRPL, the KRPL Shares or the Properties as at the Closing Date;
x. there shall be no prohibition at law against the consummation of the Share Exchange Agreement, or the Acquisition or the acquisition of the Properties by PLB;
xi. there shall be no inquiry or investigation by any Government Entities in relation to KRPL or its directors or officers such that the outcome could have a Material Adverse Effect on KRPL, the KRPL Shares, the Business or the Properties;
xii. the KRPL Shares shall be validly issued as non-revocable, fully paid and non-assessable and free of all Encumbrances;

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xiii. the sale of 1,900,000 Shares held by directors and officers of PLB to Matthew Salthouse and Geoff Lawrence, two of the incoming new “principals” of the Resulting Issuer (as further described below), at a price of $0.07 per Share shall have been completed by the time the Transaction is completed, subject to Exchange approval;
xiv. any required approval, authorization, waiver or consent of the Governmental Entities or the Exchange shall have been obtained; and
xv. PLB shall satisfy after the closing the minimum listing requirements for a Tier 2 mining issuer, as evidenced by a conditional listing letter from the Exchange.

Waiver of the above conditions precedent by PLB must occur by the Closing Date.

B. With respect to the Vendors, PEC, and KRPL:
i. the representations and warranties of PLB made in the Share Exchange Agreement shall be true and correct as at the Closing Date;
ii. PLB shall have complied with its obligations and covenants under the Share Exchange Agreement;
iii. no injunction or restraining order of any court or administrative tribunal of competent jurisdiction shall prohibit the transactions in the Share Exchange Agreement and no action or proceeding shall restrain or prohibit the Acquisition;
iv. the Vendors shall have received the closing documents by the Closing Time;
v. the Financing shall have been completed to raise proceeds of at least the amount required by the Exchange to obtain their approval of the Acquisition;
vi. no Material Adverse Change shall have occurred in the business, the assets, liabilities, results, financial condition, affairs or prospects of PLB by the Closing Date;
vii. there shall be no Proceedings against or pending or threatened against any of PLB or the Payment Securities as at the Closing Date;
viii. there shall be no prohibition at law against the consummation of the Share Exchange Agreement, the Acquisition or the acquisition of the Properties by PLB;
ix. there shall be no inquiry or investigation by any Government Entities in relation to PLB or its directors or officers such that the outcome could have a Material Adverse Effect on PLB;
x. the Payment Securities, when issued on Closing, shall be fully paid, validly issued and free of all Encumbrances, except for the resale and escrow restrictions of the Exchange and Applicable Securities Laws;
xi. PLB shall have taken all necessary steps to effect the Name Change;
xii. PLB shall have at least $10,000 in cash on hand as at the Closing Time;
xiii. on the Closing Date, all directors and officers of PLB shall resign and be replaced by nominees of KRPL (other than David Loretto), and Mathew Salthouse shall be appointed

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CEO, Bart Lendrum shall be appointed CFO, and Giuseppe Perone shall remain Corporate Secretary;

xiv. any required approval or consent of the Governmental Entities and the Exchange shall have been obtained; and
xv. PLB shall satisfy after the closing the minimum listing requirements for a Tier 2 mining issuer, as evidenced by a conditional listing letter from the Exchange.

Waiver of the above conditions precedent by the Vendors and KRPL must occur by the Closing Date.

Upon completion of the Share Exchange Agreement, the Corporation will acquire all of the issued and outstanding securities in KRPL.

PEC and Gold Tenements

PEC is the legal and beneficial owner of the Project, consisting of four gold tenements and two priority applications for tenements located in the Kainantu region of PNG. The tenements consist of mineral claims totaling ~726 km². While highly prospective, these mineral claims are early stage exploration properties with limited historical exploration.

An Option Agreement has been entered between PEC and KRL to assign the rights to the Project to KRL.

See “ Information Concerning KRPL – Narrative Description of the Business - KRL’s Exploration Licences in PNG ”

Private Placement

Pursuant to the Share Exchange Agreement, the Private Placement will be completed in KRPL, prior to Closing. KRPL intends to use the net proceeds of the Private Placement for the Proposed Transactions costs, to develop its business, and for working capital and general corporate purposes.

Name Change

In connection with completion of the Proposed Transactions, the Corporation intends to change its name to “ Kainantu Resources Ltd. ”.

Arm’s Length Qualifying Transaction

The Proposed Transactions are an arm’s length Qualifying Transaction.

Interests of Insiders

Upon completion of the Proposed Transactions, it is expected that the management of the Resulting Issuer will consist of Matthew Salthouse (CEO), Bart Lendrum (CFO), and Giuseppe Perone (Corporate Secretary). It is further expected that the Board will consist of Marcus Engelbrecht (Chairman), Matthew Salthouse, Geoff Lawrence, and David Loretto.

Available Funds and Principal Purposes

Upon completion of the Proposed Transactions, it is anticipated that the Resulting Issuer will have an estimated working capital of $523,638, based on August 31, 2020 working capital of (i) the Corporation – $100,000, (ii) KRPL – $423,638, and (iii) PEC; and assuming completion of the Private Placement.

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It is the Resulting Issuer’s intention to use the funds available upon completion of the Proposed Transactions for a period of 12 months after Closing as follows:

Principal Purpose		Planned Expenditures
General Expenditures Kainantu Tenements Exploration Program Exploration Commitments on License Applications Costs related to the Proposed Transactions Sub total Unallocated Working Capital Total		$602,221 $1,114,025 $217,659 $462,457
		$2,396,362 $523,638
		$2,920,000

Selected Pro Forma Consolidated Financial Information

The following table sets forth selected pro forma financial information of the Resulting Issuer as of July 31, 2020, after giving effect to the Proposed Transactions and should be read in conjunction with the pro forma consolidated balance sheets of PLB as at May 31, 2020 attached to this Filing Statement as Appendix “A”, of KRPL as at July 31, 2020 attached to this Filing Statement as Appendix “C”, and of the Resulting Issuer (combining the PLB unaudited condensed interim financial statements for the six months ended May 31, 2020 and KRPL’s audited financial statements as at July 31, 2020, attached to this Filing Statement as Appendix “G”).

Item	Amount
Cash and cash equivalents	USD$2,026,667
Total Assets (including non- current assets)	USD$4,890,102
Total liabilities (including non- current liabilities)	USD$(149,323)
Shareholders’ Equity	USD$4,740,779

Changes of Directors and Officers

The officers and directors of the Corporation are expected to change in connection with the Proposed Transactions such that, upon Closing, the directors and officers of the Resulting Issuer will be:

Marcus Engelbrecht	Chairman and Director
Matthew Salthouse	CEO and Director
Bart Lendrum	CFO
Geoffrey Allan Lawrence	Director
David Loretto	Director
Giuseppe Perone	Corporate Secretary

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Conflicts of Interest

There are potential conflicts of interest to which the insiders and promoters of the Resulting Issuer will be subject in connection with the operations of the Resulting Issuer. Some of the insiders and promoters have been and will continue to be engaged in the identification and evaluation of businesses and corporations, with a view to the potential acquisition of interests in businesses and companies on their own behalf and on behalf of other companies, and situations may arise where such insiders and promoters will be in direct competition with the Resulting Issuer. Conflicts, if any, will be subject to the procedures and remedies prescribed by the BCBCA, Exchange Policies and applicable securities laws, regulations and policies.

Sponsorship

Pursuant to Exchange Policy 2.2 – Sponsorship and Sponsorship Requirements , sponsorship is generally required in conjunction with an RTO. In the absence of an available exemption from the sponsorship requirements, the Corporation intends to make an application to the Exchange for a waiver from sponsorship requirements. There is no assurance that a waiver will be granted on application.

Interests of Experts

To the best of the Corporation’s knowledge, no direct or indirect interest in the Corporation, KRPL, PEC, and KRL, is held, or will be received, by any expert named in this Filing Statement. See “ Experts ” for more information.

Conditional Listing Approval

The Exchange has conditionally accepted the Proposed Transactions subject to the Corporation fulfilling all of the requirements of the Exchange.

Risk Factors

An investment in the Resulting Issuer following completion of the Proposed Transactions involves a substantial degree of risk and should be regarded as highly speculative due to the nature of the proposed business of the Resulting Issuer. These risks, uncertainties and other factors may be beyond the control of the Resulting Issuer, which could influence actual results, including, but not limited to:

Global Outbreaks and Coronavirus.
The Proposed Transactions are subject to Exchange approval.
Mineral Tenure.
Funds Spent on Exploration Licences Prior to Renewal.
General Exploration and Mining Risks.
Financing Risks.
The operations of the Resulting Issuer will require licenses and permits from various governmental authorities.
The Resulting Issuer’s will be conducted in PNG and as such the Resulting Issuer will be exposed to various risks.

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The Resulting Issuer must comply with anti-corruption and anti-bribery laws.
Local Landowners and other owners of Surface Rights.
Mining Decisions.
Market for Securities.
Reliance on management and dependence on key personnel.
Conflicts of interest of certain directors and officers of the Resulting Issuer.
Reduction in the long-term market price of gold and copper, and the impact thereof on the economic potential of the Project.
The Resulting Issuer may Incur Losses for the Foreseeable Future.
Uninsurable Risks.
Competition.
General Economic Conditions May Adversely Affect the Resulting Issuer’s Growth.
Natural Phenomena.
Shortages of Equipment.
Land Reclamation Requirements.
The Resulting Issuer could face Environmental Lawsuits.
NGO’s may lobby governments for changes to laws, regulations and policies pertaining to mining and relevant to the Resulting Issuer’s business activities, which if made could have a material adverse effect.
Human Rights Matters.
The Resulting Issuer may sell additional equity securities in subsequent offerings and may issue additional equity securities to finance its operations, exploration, development, acquisitions or other projects.
Future Sale of Resulting Issuer Shares Resulting in Share Price Drop.
The Resulting Issuer does not intend to pay any cash dividends in the foreseeable future.
Option Agreement.

For a detailed description of certain risks relating to the Proposed Transactions, the Corporation, KRPL, PEC, KRL, and the Resulting Issuer, which should be carefully considered before making an investment decision, see “ Risk Factors ” below.

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RISK FACTORS

The Corporation’s current business will be the Resulting Issuer’s business upon completion of the Proposed Transactions. Following completion of the Proposed Transactions, the business of the Resulting Issuer will be focused on mineral exploration and development, and the possible future operation of the Project. Companies in this industry are subject to many and varied kinds of risks. The risks and uncertainties described in this section are considered by management of the Corporation to be the most important in the context of the businesses of the Corporation, KRPL, PEC, KRL, and the Resulting Issuer, but are not inclusive of all the risks and uncertainties they may be subject to, as other risks may apply.

Risks Associated with the Business of the Resulting Issuer

The following is a summary of risks and uncertainties that management believes to be material to the Resulting Issuer’s business and therefore the value of the Resulting Issuer Shares. It is possible that other risks and uncertainties that affect the Resulting Issuer’s business will arise or become material.

Global Outbreaks and Coronavirus

The Resulting Issuer’s business could be significantly adversely affected by the effects of any widespread global outbreak of contagious diseases. A significant outbreak of contagious diseases in the human population could result in a widespread health crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downtown that could affect the Resulting Issuer. In particular, the recent outbreak of the novel coronavirus (“ COVID-19 ”) has had a negative impact on global financial conditions. The Resulting Issuer cannot accurately predict the impact COVID19 will have on the its business, including its ability to obtain financing, as well as due to uncertainties relating to the ultimate geographic spread of the virus, the severity of the disease, the duration of the outbreak, and the length of travel and quarantine restrictions imposed by governments of affected countries.

In the event that the prevalence of COVID-19 continues to increase (or fears in respect of COVID-19 continue to increase), governments may continue to increase regulations and restrictions regarding the flow of labour or products, and travel bans, and the Resulting Issuer’s ability to advance its projects, could be significantly adversely affected. In particular, should any employees or consultants of the Resulting Issuer become infected with COVID-19 or similar pathogens, or should any employees or consultants not be able to conduct site inspections as scheduled or require alternative means of field or data verification, this could have a material negative impact on the Resulting Issuer’s operations and prospects.

There is no assurance that any policies and procedures that may be put in place will mitigate the risks or that they will not cause the Resulting Issuer to experience less favourable economic and health and safety outcomes.

Proposed Transactions Not Approved

The completion of the Proposed Transactions is subject to Exchange approval. There can be no assurance that all of the necessary approvals will be obtained. If the Proposed Transactions are not completed, the Corporation will continue to search for other opportunities; however, it will have incurred significant costs associated with the Proposed Transactions.

The Exchange will review the expenses, disclosure, trading history and other transactions undertaken by the Corporation during its listing to determine compliance with Exchange Policies. The Exchange may refuse to accept the Proposed Transactions if significant concerns arise from its review and where, among

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other things, the Resulting Issuer fails to meet the minimum listing requirements prescribed by the Exchange upon completion of the Proposed Transactions, or the consideration proposed to be paid by the Corporation in connection with the Acquisition is objectionable to the Exchange.

Mineral Tenure

In PNG, the mineral rights, or certain portions of them, are owned by the relevant government. Thus, KRL must enter into contracts with the applicable government, or obtain permits or concessions from it, that allow KRL to hold rights over mineral rights and rights (including ownership) over parcels of land and conduct its operations thereon. The availability of such rights and the scope of operations KRL may undertake are subject to the discretion of the applicable government and may be subject to conditions. New laws and regulations, or amendments to laws and regulations relating to mineral tenure and land title and usage thereof, including expropriations and deprivations of contractual rights, if proposed and enacted, may affect our rights to KRL’s mineral rights.

Funds Spent on Exploration Licences Prior to Renewal

All tenement interests held by KRL in PNG require compliance with both expenditure and work program commitments to maintain such interests in good standing. In addition, unforeseen circumstances may result in KRL being unable to expend adequate amounts on any particular licence, which may result in the applicable PNG governmental authorities revoking such licences.

General Exploration and Mining Risks

If the Proposed Transactions are completed, the Resulting Issuer will be engaged in mineral exploration and development activities in PNG. Mineral exploration and development involves a high degree of risk and few properties that are explored are ultimately developed into producing mines. The long-term profitability of the Resulting Issuer’s operations will be in part directly related to the cost and success of its exploration programs, which may be affected by a number of factors beyond its control.

Mineral exploration involves many risks, including but not limited to an inherent risk of error in the acquisition, processing and interpretation of geological and geophysical data, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Operations in which the Resulting Issuer has a direct or indirect interest will be subject to all the hazards and risks normally incidental to exploration, development and production of mineral resources, any of which could result in work stoppages, damage to property, and possible environmental damage. The results and opinions outlined in this Filing Statement are dependent on the aforementioned information being current, accurate and complete as of the effective date of this Filing Statement or as of dates indicated within this Filing Statement.

Any development and operation of a mine or mine property is inherently dangerous and involves many risks that even a combination of experience, knowledge and careful evaluation may not be able to overcome, including: unusual or unexpected geological formations; metallurgical and other processing problems; metal losses; environmental hazards; power outages; labour disruptions; industrial accidents; periodic interruptions due to inclement or hazardous weather conditions; flooding, explosions, fire, rock bursts, cave-ins and landslides; mechanical equipment and facility performance problems; and the availability of materials and equipment. These risks could result in damage to, or destruction of, mineral properties, production facilities or other properties, personal injury or death, including to the Resulting Issuer’s employees, environmental damage, delays in mining, increased production costs, asset writedowns, monetary losses and possible legal liability. The Resulting Issuer may become subject to liability for such matters against which it cannot insure or against which it may elect not to insure. The payment of such liabilities may have a material, adverse effect on its financial position.

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Financing Risks

The Resulting Issuer will be limited in both financial resources and sources of operating cash flow and has no assurance that additional funding will be available to it for further exploration and development of its projects or to fulfill its obligations under any applicable agreements. There can be no assurance that the Resulting Issuer will be able to obtain adequate financing in the future or that the terms of such financing will be favourable. Failure to obtain such additional financing could result in delay or indefinite postponement of further exploration and development of its projects with the possible loss of such properties.

Government Regulation, Processing Licences and Permits

The operations of the Resulting Issuer will require licenses and permits from various governmental authorities. There can be no assurance that the Resulting Issuer will be able to obtain all necessary licenses and permits that may be required to carry out the exploration and development of its projects in a timely manner or at all.

The activities of the Resulting Issuer will be subject to government approvals, various laws governing prospecting, development, land resumptions, production taxes, labour standards and occupational health, mine safety, toxic substances and other matters. In addition, the Mining Act grants the Minister and the Managing Director the ability to vary or impose additional conditions on an exploration licence in specified circumstances. Further, the courts of PNG are obliged under the Constitution of PNG to give paramount consideration to the dispensation of justice in interpreting the law. Although the Resulting Issuer intends to carry out its activities in accordance with all applicable rules and regulations, no assurance can be given that new rules and regulations, will not be enacted or that existing rules and regulations or additional conditions will not be applied in a manner which could limit or curtail, exploration, development or production of mining activities.

The Resulting Issuer’s operations will also be subject to environmental regulations promulgated by government agencies from time to time. Environmental legislation provides for restrictions and prohibitions on spills, releases or emissions of various substances produced in association with certain mining industry operations, such as seepage from tailings disposal areas, which would result in environmental pollution. A breach of such legislation may result in imposition of fines and penalties.

There are several permits required for mining operations in PNG, including:

License to keep, store or possess explosives;
Permit for persons using explosives;
Conveyance of explosives and dangerous goods;
License to keep, or register premises to store inflammable liquids;
Approval to recruit non-citizens;
Gold export license;
Export consignment form;
Establishing foreign bank accounts to meet exchange control requirements;
Tax clearance certificates for transfer of funds out of PNG.

KRL does not have any of these permits in a current or useable form, and will be required to apply for and obtain all necessary permits as required to mine, process and sell product. There is no guarantee KRL will be able to obtain the necessary permits in a timely manner or at all. Delays in obtaining permits could materially delay KRL’s operations, and failure to obtain any necessary permit could materially restrict KRL’s ability to meet future operations.

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Country Risks

The Resulting Issuer’s will be conducted in PNG and as such the Resulting Issuer will be exposed to various levels of political, economic and other risks and uncertainties associated with carrying on business in PNG. These risks include but are not limited to, political instability, an unpredictable legal system, civil unrest, inconsistent and unsophisticated land tenure system, government land policy and government ownership of or participation in mining projects, high levels of corruption, significant delays in permitting and approvals, fluctuations in currency exchange rates, high rates of inflation, excessive import duties and taxes on the importation of equipment, expropriation and nationalization, restrictions on foreign ownership, possible future restrictions on foreign exchange and repatriation, changes in taxation, labour and mining regulations and policies, and changing political conditions, currency controls, and government regulations that favour or require the awarding of contracts to local contractors or require foreign contractors to employ local citizens.

Changes, if any, in mining or investment policies, or shifts in political attitude in PNG, may adversely affect the Resulting Issuer’s operations or profitability. Failure to comply strictly with applicable laws, regulations and local practices relating to mineral right applications, and tenure, could result in loss, reduction or expropriation of entitlements, or the imposition of additional local or foreign parties as joint venture partners with carried or other interests.

Corruption and Bribery

The Resulting Issuer must comply with anti-corruption and anti-bribery laws, including the Canadian Corruption of Foreign Public Officials Act as well as similar laws in the countries in which the Resulting Issuer conducts its business. Such laws apply to all directors, officers, employees, consultants and agents of the Resulting Issuer and each subsidiary thereof. If the Resulting Issuer finds itself subject to an enforcement action or is found to be in violation of such laws, this may result in significant penalties, fines and/or sanctions imposed on the Resulting Issuer, which may have a material adverse effect on it.

Local Landowners and other owners of Surface Rights

While all mineral rights are reserved under PNG law to the State, and hence any landowner matter should be an issue for the State through its mining regulator, Mineral Resource Authority. However, there can be no assurance that the holder of a tenement, if required, may not be entitled to enter onto or undertake mining operation until it has made an agreement with the landholders as to the amount, times and mode of compensation and the agreement is registered in accordance with applicable PNG laws. Accordingly, the proposed mining operations of the Resulting Issuer may be impacted to the extent such agreements, if required, cannot be entered into on acceptable terms, or at all.

Mining Decision

The Resulting Issuer may choose to initiate mining operations on any part of the Property, without basing its production decision on a feasibility study, pre-feasibility study, preliminary economic assessment or mining study of mineral reserves demonstrating economic and technical viability, and therefore be subject to a higher risk of uncertainty. There is no assurance, given all of the known and potentially unknown risks associated with the Project that the Resulting Issuer will be able to profitably carry on mining operations. In addition, there is no assurance continued exploration of the Property will demonstrate adequate additional mineralization which can be mined economically, such that mining operations on the Property may not be sustainable beyond currently estimated resources.

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Market for Securities

There can be no assurance that an active trading market in the Resulting Issuer’s securities will be established and sustained. The market price for the Resulting Issuer’s Shares could be subject to wide fluctuations. Factors such as commodity prices, government regulation, interest rates, share price movements of the Resulting Issuer’s peer companies and competitors, as well as overall market movements, may have a significant impact on the market price of its securities.

Reliance on Key Individuals

The Resulting Issuer’s success will depend to a certain degree upon certain key members of management. It is expected that these individuals will be a significant factor in the Resulting Issuer’s growth and success. The loss of the service of members of management and certain key employees could have a material adverse effect on the Resulting Issuer.

Conflicts of Interest

Certain of the Resulting Issuer’s directors will also be directors, officers or shareholders of other companies that are engaged in the business of acquiring, developing and exploiting natural resource properties. Such associations may give rise to conflicts of interest from time to time. If a conflict of interest arises, any director in a conflict is required to disclose his interest and abstain from voting on such matter.

Changes in the Market Price of Gold and Copper

The Resulting Issuer’s profitability and long-term viability will depend, in large, on the market prices of gold and copper. The market prices for those commodities are volatile and are affected by numerous factors beyond the Resulting Issuer’s control, including: global or regional consumption patterns; the supply of, and demand for, those commodities; consumer product demand levels; international economic trends; operational costs; expectations for inflation; and political and economic conditions, including interest rates and currency values. The effect of these factors cannot accurately be predicted.

The marketability of metals is affected by factors such as government regulation of prices, royalties, production limits and the importation and exportation of minerals, the effect of which cannot be accurately predicted. There is no assurance that a profitable market will exist for the sale of metals produced by the Resulting Issuer’s operations.

The Resulting Issuer may Incur Losses for the Foreseeable Future

The Resulting Issuer expects to incur losses unless and until such time as the Resulting Issuer’s operations generate sufficient revenues to fund continuing operations. The Resulting Issuer cannot provide assurance that it will ever achieve profitability.

Uninsurable Risks

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

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Competition

The mineral exploration and development industry is highly competitive. The Resulting Issuer will compete with other domestic and international mineral exploration companies that have greater financial, human and technical resources. Should the Resulting Issuer be unable to obtain necessary resources, or be unable to compete based on market forces (such as the price of gold or copper), it could have a materially detrimental impact of the Resulting Issuer’s ability to carry on business.

General Economic Conditions May Adversely Affect the Resulting Issuer’s Growth

The unprecedented events in global financial markets in the past several years have had a profound impact on the global economy. Many industries, including the mining industry, continue to be negatively impacted by these market conditions. Some of the key impacts of the current financial market turmoil include contraction in credit markets resulting in a widening of credit risk, devaluations, high volatility in global equity, commodity, foreign exchange and devalued precious and base metal markets combined with a lack of market liquidity. A continued or worsened slowdown in the financial markets or other economic conditions, including but not limited to, consumer spending, employment rates, business conditions, inflation, fuel and energy costs, consumer debt levels, lack of available credit, the state of the financial markets, interest rates, tax rates and base and precious metals pricing may adversely affect the Resulting Issuer’s growth and profitability.

Natural Phenomena

Climate Change

Climate change is an international and community concern, which may affect the Resulting Issuer’s business and operations directly or indirectly. The continuing rise in global average temperatures has created varying changes to regional climates across the globe, resulting in risks to equipment and personnel. Governments at all levels are moving towards enacting legislation to address climate change by regulating carbon emissions and energy efficiency, among other things. Where legislation has already been enacted, regulation regarding emission levels and energy efficiency are becoming more stringent. The mining industry as a significant emitter of greenhouse gas emissions is particularly exposed to these regulations. Costs associated with meeting these requirements may be subject to some offset by increased energy efficiency and technological innovation; however, there is no assurance that compliance with such legislation will not have an adverse effect on the Resulting Issuer’s business.

Adverse weather conditions, earthquakes, landslides and other natural phenomena, whether as a result of climate change or otherwise, could potentially result in unscheduled road maintenance, delays in the Resulting Issuer’s exploration program, or any other consequence, having a negative impact on the Resulting Issuer’s schedules and continued operations.

Social Effects

Climate change is perceived as a threat to communities and governments globally. Stakeholders may increase demands for emissions reductions and call upon mining companies to better manage their consumption of climate-relevant resources (hydrocarbons, water etc.). This may attract social and reputational attention towards operations, which could have an adverse effect on the Resulting Issuer’s business.

Shortages of Equipment

Mineral exploration and development activities are dependent on the availability of drilling and related equipment in the particular areas where such activities will be conducted. Demand for such limited

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supply of equipment may adversely affect the availability of such equipment to the Resulting Issuer for use on the Project and may delay exploration and development activities, which could in turn adversely affect its continued operations.

Land Reclamation Requirements

Land reclamation requirements are generally imposed on mineral exploration companies (as well as companies with mining operations) in order to minimize long term effects of land disturbance. Reclamation may include requirements to: control dispersion of potentially deleterious effluents; and reasonably re-establish pre-disturbance land forms and vegetation. In order to carry out reclamation obligations imposed on the Resulting Issuer in connection with exploration, development and production activities, the Resulting Issuer must allocate financial resources, including funds required to post reclamation bonds, that might otherwise be spent on further exploration and development programs.

Environmental Lawsuits

Landowners and other third parties could file claims based on environmental statutes and common law for personal injury and property damage allegedly caused by the release of hazardous substances or other waste material into the environment on or around the Resulting Issuer’s operations. There can be no assurance that the Resulting Issuer’s defence of such claims will be successful. A successful claim against the Resulting Issuer could have a material adverse effect on its business prospects, financial condition, results of operation and the price of the Resulting Issuer’s Shares.

Non-Governmental Organizations (NGOs)

Certain NGOs that oppose globalization and resource development are often vocal critics of the mining industry and its practices, including the use of hazardous substances in processing activities. Adverse publicity generated by such NGOs or other parties generally related to extractive industries, could have an adverse effect on the Resulting Issuer’s reputation and ultimately have a material adverse effect on its business. NGO’s may lobby governments for changes to laws, regulations and policies pertaining to mining and relevant to the Resulting Issuer’s business activities, which if made could have a material adverse effect.

NGO’s organize protests, install road blockades, apply for injunctions for work stoppage, file lawsuits for damages and intervene and participate in lawsuits seeking to cancel rights, permits and licences. These actions can relate not only to current activities but also historic mining activities by prior owners and could have a material adverse effect on the Resulting Issuer’s business.

Human Rights Matters

Various international and national laws, codes, resolutions, conventions, guidelines and other provisions govern human rights, including rights with respect to the environment, health and safety surrounding the Resulting Issuer’s operations. Many of these provisions impose obligations on government and companies to respect human rights and some provisions mandate that government consult with local and indigenous communities surrounding potential or operating projects regarding government actions, which may affect local stakeholders, including actions to approve or grant mining rights or permits.

The obligations of government and private entities under the various international and national provisions pertaining to human rights continue to evolve and be defined. One or more groups of people may oppose the Resulting Issuer’s development of projects or operations on human rights grounds. Such opposition may be directed through legal or administrative proceedings or expressed in manifestations such as protests, roadblocks or other forms of public expression, and may have a negative impact on the Resulting Issuer’s reputation.

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Dilution

The Resulting Issuer may sell additional equity securities in subsequent offerings (including through the sale of securities convertible into Resulting Issuer Shares) and may issue additional equity securities to finance its operations, exploration, development, acquisitions or other projects. The Resulting Issuer cannot predict the size of future sales and issuances of equity securities or the effect, if any, that future sales and issuances of equity securities will have on the market price of the Resulting Issuer’s shares.

Future Sale of Resulting Issuer Shares Resulting in Share Price Drop

Future sales of the Resulting Issuer Shares by large shareholders or other shareholders could decrease the value of the Resulting Issuer’s Shares. Sales of a substantial number of Resulting Issuer’s Shares, or the perception that such sales could occur, may adversely affect prevailing market prices for the Resulting Issuer’s Shares.

Dividends

The Resulting Issuer intends to retain future earnings, if any, to finance the growth and development of its business and does not intend to pay cash dividends on the Resulting Issuer’s Shares in the foreseeable future.

Option Agreement

The Option Agreement provides for the exercise to acquire the right, title, and interest in and to each of the exploration licenses free and clear of any encumbrances and the Resulting Issuer cannot predict with certainty when the consummation of this right will occur, if at all.

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INFORMATION CONCERNING THE CORPORATION

The following information is presented on a pre-Closing basis and is reflective of the current business, financial and share capital of the Corporation. See “Information Concerning the Resulting Issuer” for pro forma business, financial and share capital information relating to the Resulting Issuer.

Corporate Structure

Name and Incorporation

The Corporation was incorporated under the BCBCA on July 4, 2018 under the name “PLB Capital Corp.” The Shares were first listed for trading on the Exchange on March 14, 2019, and trade under the trading symbol “PLB.P”. The Corporation is a reporting issuer in each of British Columbia, Alberta and Ontario, and as such is required to make filings on a continuous basis thereunder. Such filed material is available for inspection under the Corporation’s profile on SEDAR.

The head office, principal and registered address, and records office of the Corporation is located at Suite 777, 2080 Hornby St., Vancouver, British Columbia, V6Z 1S4.

The Corporation has no Affiliates or Associates.

General Development of the Corporation’s Business

History

PLB is a CPC created pursuant to the CPC Policy which completed its Initial Public Offering on March 14, 2019. PLB issued 2,000,000 Shares at a price of $0.10 per Share pursuant to its IPO prospectus, raising gross proceeds of $200,000. The Shares became listed and posted for trading on the Exchange on March 14, 2019. The outstanding Shares were listed on the Exchange under the trading symbol “PLB.P”. On April 27, 2020 PLB issued a press release announcing the Proposed Transactions, and on June 16, 2020 announced the Share Exchange Agreement.

The principal business of PLB is to identify and evaluate businesses and assets with a view to completing an Acquisition, and once identified and evaluated, to negotiate an acquisition or participation in such assets or businesses. Until the completion of the Proposed Transactions, PLB will not carry on business other than the identification and evaluation of assets or businesses in connection with a potential Acquisition.

General Description of the Proposed Transactions

Share Exchange Agreement

See “ Summary of the Transaction - Share Exchange Agreement ” above.

In reviewing the opportunity to acquire KRL, the Corporation undertook a due diligence investigation and reviewed all available data concerning KRL, including the Project.

Selected Financial Information and Management’s Discussion and Analysis

Appendix “A” to this Filing Statement contains audited annual financial statements of the Corporation for the fiscal years ended November 30, 2019 and 2018, and unaudited interim financial statements for the six months ended May 31, 2020. The following table sets forth selected information regarding the

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expenses of the Corporation for such periods. Such information is derived from the Corporation’s financial statements and should be read in conjunction with such financial statements.

Income Statement Data Total Expenses Net Loss and Comprehensive Loss Balance Sheet Data Total Assets Total Liabilities Shareholders’ Equity	For the Period Ended November 30 2019 2018 $(73,427) $(18,314) $(73,427) $(18,314) $203,404 $81,686 $Nil $Nil $203,404 $81,686	Six Months Ended May 31, 2020
	2019 $(73,427) $(73,427) $203,404 $Nil $203,404	Q2 2020
		$(22,127) $(22,127) $181,555 $278 $181,277

Management Discussion and Analysis

The MD&A for the financial year ended November 30, 2019 is attached hereto as Appendix “B”. The MD&A should be read in conjunction with the Corporation’s audited annual financial statements for the fiscal year ended November 30, 2019 together with the notes thereto, which are attached to this Filing Statement as part of Appendix “A”.

The MD&A for the six months ended May 31, 2020 is also attached hereto as Appendix “B”. The MD&A should be read in conjunction with the Corporation’s financial statements for the six months ended May 31, 2020 together with the notes thereto, which are attached to this Filing Statement as part of Appendix “A”.

Description of Securities

Common Shares

The authorized capital of the Corporation consists of an unlimited number of Shares with no par value. As of the date of this Filing Statement, 4,000,000 Shares are issued and outstanding, as fully paid and non-assessable.

The holders of Shares are entitled to dividends, if, as and when declared by the Board, to one vote per Share at Shareholder meetings, and upon liquidation, to share equally in such assets of the Corporation as are distributable to the Shareholders. All Shares to be outstanding after completion of the Proposed Transactions will be fully paid and non-assessable, and will not be subject to any pre-emptive rights, conversion or exchange rights, redemption, retraction, purchase for cancellation or surrender provisions, sinking or purchase fund provisions, provisions permitting or restricting the issuance of additional securities or provisions requiring a Shareholder to contribute additional capital.

Warrants

As at the date of this Filing Statement, there are 100,000 agent’s warrants to acquire Shares (the “ Outstanding Agent’s Warrants ”), with each such Outstanding Agent’s Warrant being exercisable for one Share at an exercise price of $0.10 per Share and expiring on March 14, 2021.

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Stock Option Plan

The Corporation has adopted the Stock Option Plan which provides that the Board may, from time to time, in its discretion, and in accordance with the Exchange requirements, grant to directors, officers, employees and consultants to the Corporation, non-transferable options to purchase Shares, provided that the number of Shares reserved for issuance will not exceed 10% of the issued and outstanding Shares. Such options will be exercisable for a period of up to ten years from the date of grant.

In connection with the foregoing, the number of Shares reserved for issuance to any individual director or officer cannot result, at any time, in: (a) the number of Shares reserved for issuance pursuant to stock options exceeding 400,000 Shares at any time prior to the completion by the Corporation of a Qualifying Transaction or 10% of the Outstanding Issue following the completion by the Corporation of a Qualifying Transaction; (b) the issuance to Insiders, within a one year period, of a number of Shares exceeding 400,000 Shares at any time prior to the completion by the Corporation of a Qualifying Transaction or 10% of the Outstanding Issue following the completion by the Corporation of a Qualifying Transaction; (c) the issuance to any one Insider and such Insider’s associates, within a one year period, of a number of Shares exceeding 200,000 Shares at any time prior to the completion by the Corporation of a Qualifying Transaction or 5% of the Outstanding Issue following the completion by the Corporation of a Qualifying Transaction; or (d) if required by Exchange Policy or Securities Laws, the issuance to consultants of the Corporation of a number of Shares exceeding 80,000 Shares at any time prior to the completion by the Corporation of a Qualifying Transaction or 2% of the Outstanding Issue following the completion by the Corporation of a Qualifying Transaction.

The exercise price of an option granted under the Stock Option Plan shall not be less than the greater of the IPO Share price and the Discounted Market Price while the Corporation is a CPC, and no less than the Discounted Market Price once the Qualifying Transaction has completed. In any event, no options shall be granted which are exercisable at a price of less than permitted by Exchange Policy.

The Stock Option Plan was approved by the Shareholders, most recently at the annual general meeting held on July 23, 2020. The Stock Option Plan must be approved and ratified by Shareholders on an annual basis.

There are currently 400,000 options outstanding under the Stock Option Plan.

Prior Sales

The Corporation did not issue any securities during the 12 months prior to the date of this Filing Statement.

Stock Exchange Price

The Shares are listed for trading on the Exchange under the trading symbol “PLB.P”. The Shares became eligible to commence trading on the Exchange on March 14, 2019. The following table sets out trading information for the Shares for the periods indicated as reported by the Exchange. Trading of the Shares was halted on April 23, 2020 pending completion of the Proposed Transactions. The last closing price of the Shares on the Exchange (April 23, 2020) was $0.035.

Period	High	Low	Trading Volume
April 1-23, 2020	$0.035	$0.035	3,000
March 2020	$0.08	$0.02	20,000

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Period	High	Low	Trading Volume
February2020	$0.10	$0.09	10,000
January2020	$0.10	$0.06	26,970
December 2019	$0.105	$0.105	5,000
November 2019	$0.11	$0.11	60,000
October 2019	$0.105	$0.105	2,000
September 2019	$0.13	$0.105	30,000
August 2019	$0.18	$0.12	24,500
July2019	$0.32	$0.125	22,900
June 2019	$0.035	$0.035	3,000
May2019	$0.17	$105	29,000
April 2019	$0.125	$0.125	5,250
March 2019	Nil	Nil	Nil

Executive Compensation

Named Executive Officers

During the financial year ended November 30, 2019, the Corporation had one Named Executive Officer (“ NEOs ”) being Giuseppe Perone, the Chief Executive Officer (“ CEO ”), Chief Financial Officer (“ CFO ”) and Corporate Secretary of the Corporation.

“Named Executive Officer” means: (a) each CEO, (b) each CFO, (c) each of the three most highly compensated executive officers of the company, including any of its subsidiaries, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000; and (d) each individual who would be a NEO under (c) above but for the fact that the individual was neither an executive officer of the Corporation, nor acting in a similar capacity, at the end of that financial year.

Director and Named Executive Officer Compensation

The following table (presented in accordance with National Instrument Form 51-102F6V, is a summary compensation (excluding compensation securities)) paid, payable, awarded, granted, given or otherwise provided, directly or indirectly, to the directors and NEOs for each of the Corporation’s two most recently completed financial years.

	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities
Name and position	Year ended November 30	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
Giuseppe Perone, CEO, CFO, Corporate Secretary and Director	2019	Nil	Nil	Nil	Nil	Nil	Nil
	2018	Nil	Nil	Nil	Nil	Ni	Nil
David Loretto, Director	2019	Nil	Nil	Nil	Nil	Nil	Nil
	2018	Nil	Nil	Nil	Nil	Nil	Nil
Michael Butler, Director	2019	Nil	Nil	Nil	Nil	Nil	Nil

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	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities
Name and position	Year ended November 30	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
	2018	Nil	Nil	Nil	Nil	Nil	Nil

External Management Companies

No NEOs or directors of the Corporation provide their services through external management companies.

Stock Options and Other Compensation Securities

The following table discloses all compensation securities granted or issued to each NEO or director by the Corporation or its subsidiaries in the year ended November 30, 2019, for services provided or to be provided, directly or indirectly to the Corporation or any of its subsidiaries:

		Compensation Securities	Compensation Securities	Compensation Securities
Name and position	Type of compensation security	Number of compensation securities, number of underlying securities, and percentage of class	Date of Issue or grant	Issue, conversion or exercise price ($)	Closing price of security or underlying security on date of grant ($)(1)	Closing price of security or underlyin g security at year end ($)(2)	Expiry date
Giuseppe Perone, CEO, CFO, Corporate Secretary and Director	Stock Options	133,334 (33%)	March 14, 2019	$0.10	$0.10	$0.105	March 14, 2024
David Loretto, Director	Stock Options	133,333 (33%)	March 14, 2019	$0.10	$0.10	$0.105	March 14, 2024
Michael Butler, Director	Stock Options	133,333 (33%)	March 14, 2019	$0.10	$0.10	$0.105	March 14, 2024

Notes:

Based on the price of the Corporation’s shares as offered pursuant to its initial public offering completed on March 14, 2019.
On November 29, 2019, the last trading day of the Corporation’s financial year ended November 30, 2019, the price of the Corporation’s common shares was $0.105.

The following table discloses the total amount of compensation securities held by the NEOs and directors as at the Corporation’s financial year ended November 30, 2019 (which are presented on a preconsolidation basis):

Name and Position	Number of Options as at November 30, 2019
Giuseppe Perone, CEO, CFO, Corporate Secretary and Director	133,334
David Loretto,Director	133,333
Michael Butler,Director	133,333

No compensation securities were re-priced, cancelled and replaced, had their term extended, or otherwise materially modified in the Corporation’s financial year ended November 30, 2019.

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There are no restrictions or conditions for converting, exercising or exchanging the compensation securities.

No compensation securities were exercised by NEOs and directors during the financial year ended November 30, 2019.

Stock option plans and other incentive plans

The Board adopted an incentive stock option plan for the Corporation (the “ Stock Option Plan ”) under which the directors were authorized to grant options to purchase up to 10% of the Corporation’s common shares from time to time.

The purpose of the Stock Option Plan is to attract and motivate directors, officers and employees of and consultants to the Company and its subsidiaries and thereby advance the Company’s interests by affording such persons with an opportunity to acquire an equity interest in the Company through the stock options. For further information regarding the terms of the Stock Option Plan, refer to the heading “Stock Option Plan”.

Employment, consulting and management agreements

The Corporation does not have any contracts, agreements, plans or arrangements that provides for payments to a director or NEO at, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change in control of the Corporation or a change in an NEO’s responsibilities.

Oversight and Description of Director and Named Executive Officer Compensation

The compensation of the Corporation’s NEOs is determined by the Board. As a capital pool company, the Corporation is currently prohibited from paying directors, officers or other non-arm's length parties or to persons engaged in investor relations activities pursuant to policy 2.4 of the TSX Venture Exchange Corporate Finance Manual until it has completed a qualifying transaction and a final bulletin has been issued by the TSX Venture Exchange. The Corporation is permitted to reimburse non-arm’s length parties for rent, secretarial services, and other general and administrative expenses at fair market value.

As a result, the Corporation does not have a formal compensation program and relies upon the grant of stock options pursuant to the Plan to provide compensation to the NEOs and directors. Stock option grants are designed to reward the NEOs for success on a similar basis as the shareholders of the Corporation, but these rewards are highly dependent upon the volatile stock market, much of which is beyond the control of the NEOs.

When new options are granted, the Board takes into account the previous grants of options, the number of stock options currently held, position, overall individual performance, anticipated contribution to the Corporation’s future success and the individual’s ability to influence corporate and business performance. The purpose of granting such stock options is to assist the Corporation in compensating, attracting, retaining and motivating the officers, directors and employees of the Corporation and to closely align the personal interest of such persons to the interest of the shareholders. The exercise price of the stock options granted is determined by the trading price of the Corporation’s shares at the time of grant.

Compensation for the most recently completed financial year should not be considered an indicator of expected compensation levels in future periods. All compensation is subject to and dependent on the Corporation’s financial resources and prospects.

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Pension Disclosure

The Corporation does not have any pension or retirement plan which is applicable to the NEOs or directors. The Corporation has not provided compensation, monetary or otherwise, to any person who now or previously has acted as an NEO of the Corporation, in connection with or related to the retirement, termination or resignation of such person, and the Corporation has provided no compensation to any such person as a result of a change of control of the Corporation.

Management Contracts

The Corporation has no arrangements, standard or otherwise, pursuant to which directors are compensated for their services in their capacity as directors, or for committee participation, involvement in special assignments or for services as consultants or experts during the most recently completed financial year or subsequently, up to and including the date of this Filing Statement. The directors are reimbursed for expenses incurred in carrying out their duties as directors; and directors are eligible to receive options under the Stock Option Plan.

Arm’s Length Qualifying Transaction

There have been no transactions or any proposed transactions with related parties within 24 months before the date of this Filing Statement. The Proposed Transactions are an arm’s length Qualifying Transaction.

Legal Proceedings

There are no legal proceedings to which the Corporation is, or has been, a party or of which its property or assets is, or has been, the subject matter; and to the reasonable knowledge of management of the Corporation, there are no such proceedings contemplated.

Auditor, Transfer Agent and Registrar

Auditor

The auditor of the Corporation is De Visser Gray LLP, Chartered Accountants, located at Suite 401 – 905 West Pender St., Vancouver, British Columbia, V6C 1L6.

Transfer Agent and Registrar

The Corporation’s transfer agent and registrar is Computershare, located at 510 Burrard St, 3rd Floor Vancouver, British Columbia, V6C 3B9.

Material Contracts

The Corporation has not entered into any material contracts, except in the ordinary course of business, which are currently in force or effect, other than:

(a) CPC Escrow Agreement; and (b) Share Exchange Agreement.

Copies of the foregoing agreements will be available for inspection at the registered offices of the Corporation, Suite 2080, 777 Hornby St., Vancouver, British Columbia, V6Z 1S4, during ordinary business hours, until completion of the Proposed Transactions and for a period of 30 days thereafter.

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INFORMATION CONCERNING KRPL

Corporate Structure

Name and Incorporation

KRPL was incorporated on August 21, 2019 pursuant to the laws of Singapore under the name “ Kainantu Resources Pte. Limited ”.

Its registered office is located at 10 Anson Road, #13-09 International Plaza, Singapore 079903.

The directors of KRPL are Geoffrey Lawrence, Matthew Salthouse and Bart Lendrum. The CEO and CFO of KRPL are Matthew Salthouse and Bart Lendrum, respectively.

Intercorporate Relationships

KRPL was incorporated with one shareholder, Geoffrey Allan Lawrence with 3,000 ordinary shares. KRPL carried out a restructure on June 1, 2020 pursuant to which Fuato Limited (“ FL ”), Season Cove Limited (“ SCL ”), Snowfields Wealth Management Limited (“ SWML ”), Tanuki Holdings Limited (“ Tanuki ”), Axis Mining and Minerals Pte. Ltd. (“ AMML ”) and Game Plan Pte. Ltd. (“ GPPL ”) acquired 100% of the shares in KRPL pursuant to a restructuring (the “ Restructure ”). Pursuant to the Share Exchange Agreement, each of FL, SCL, SWML, Tanuki, AMML and GPPL will sell their shareholding in KRPL to PLB.

The directors and officers of KRPL not change upon the Closing.

General Development of the Business

History

KRPL was incorporated on August 21, 2019 and undertook a share placement prior to the Restructure on June 1, 2020 pursuant to which KRPL Shareholders were issued the following shares:

Shareholder	KRPL Restructure Shareholding	KRPL Post- Consolidation Shareholding	Shareholding percentage
FL	5,172,387	2,586,193	12.93
SCL	7,241,379	3,620,689	18.10
SWML	16,234,537	8,117,269	40.59
THL	6,951,697	3,475,849	17.38
AMML	4,000,000	2,000,000	10.00
GPPL	400,000	200,000	1.00
Totals	40,000,000	20,000,000	100.00

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Significant Acquisitions and Dispositions

The Corporation has, since incorporation, completed the Restructure on June 1, 2020 and consolidated the share capital on a 2 for 1 basis on July 24, 2020. For more information see “ Intercorporate Relationships ” above.

Narrative Description of the Business

KRL’s Exploration Licences in PNG

On June 1, 2020, KRL entered into an Option Agreement with PEC. The Exploration Licenses consist of mineral claims totaling ~726 km². While highly prospective, these mineral claims are early stage exploration properties with limited historical exploration. Concurrently with the Option Agreement, KRL and PEC entered into a services agreement pursuant to which KRL agreed to perform the Services (as defined therein) until such time as the Exploration Licenses are transferred to KRL or its nominee or Affiliate (the “ Services Agreement ”).

KRL holds an exclusive option to acquire the following Exploration Licenses:

Description of Tenement	Status	Area of Tenement
Exploration Licence No. 2558	Granted	12 sub-blocks (40.58 sq. km)
Exploration Licence No. 2559	Granted	66 sub-blocks (224.24 sq. km)
Exploration Licence No. 2650	Granted	42 sub-blocks (143.3 sq. km)
Exploration Licence No. 2652	Granted	37 sub-blocks (125.7 sq. km)
Exploration Licence No. 2655	Application	189 sub-blocks (618.4 sq. km)
Exploration Licence No. 2660	Application	22 sub-blocks (101.9 sq. km)

Landowners’ Agreements

No formal landowner agreements are in place, however the grant on Exploration Licenses includes a Warden’s hearing process providing access to the ground.

Description of Business

KRL is a private company incorporated in PNG and is the holder of an option to acquire the Project under the Option Agreement. KRL is a wholly owned subsidiary of KRPL, a private company incorporated in Singapore.

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The Project includes two gold tenements and four priority applications for tenements located in the Kainantu region of PNG. The gold tenements consist of mineral claims totaling ~726 km². While highly prospective, these mineral claims are early stage exploration properties with limited historical exploration.

TECHNICAL REPORT

The Corporation commissioned the Report Writer to prepare an independent technical report on the Property, in accordance with NI 43-101. The following information was extracted from the Technical Report. A full copy of the Technical Report is available for viewing under the Corporation’s profile on SEDAR.

The Report Writer is a “qualified person” under NI 43-101 and is an independent consultant to KRPL, who has approved and verified the data and information contained herein, including the data disclosed, including the sampling, analytical, and test data underlying the information or opinions contained herein.

Property Description and Location

The Kainantu Project Properties, designated EL 2558 (“Kainantu”), and EL 2559, EL 2650 and EL 2652 (“Southwest Kainantu”) comprise a single rectangular shaped block of 92 km² and three irregularly shaped contiguous blocks (ELs 2559, 2650 and 2652 totalling 494.45km²) over or near current and historical gold-copper explorations targets. They are located within the Kainantu Goldfield, partly occupying the Kainantu and Henganofi Districts of the Eastern Highlands Province of PNG.

Location of Properties

EL 2558 – Kainantu is located on the border between the Eastern Highlands and Morobe Provinces of Papua New Guinea, centered on 6°05’00” S Latitude and 145°55’30” E Longitude, 138 km westnorthwest of Lae, PNG’s second largest city, and 60 km east of the Eastern Highland’s provincial capital, Goroka (Figure 1).

EL 2559 – SW Kainantu is located within the Kainantu Goldfields in the Eastern Highlands Province of Papua New Guinea, centered on Tirokave Village, 6°22’19” S Latitude and 145°39’02” E Longitude, 154 km west-northwest of Lae and 43 km SE of Goroka (Figure 1). ELs 2650 and 2652 are contiguous with EL 2559 to the East and West, respectively.

320116.00001/94658156.4

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Figure 1: Location Image of Kainantu & South Kainantu Tenements; GJF 2020

Access

The closest commercial airports to the Properties are the Goroka airport in Goroka and Nazab airport near Lae. Both airports are serviced by daily flights from PNG’s capital, Port Moresby. Lae is the capital city of the Morobe Province and the second largest city in PNG, hosting its largest cargo port. Goroka is the capital of the Eastern Highlands Province. Apart from some scattered private airstrips, including Gusap adjacent to EL 2558, there are no airports situated close to the exploration sites. Access to the Properties is via the Highlands Highway, a bitumen sealed national highway stretching from Lae WNW to beyond the Western Highlands. The estimated distance by road from Lae to Goroka is about 270 km. The distance from Goroka to Kainantu is approximately 77 km and about 193 km from Kainantu to Lae.

Access to EL 2558 is via the Highlands and Ramu Highway, bitumen sealed national highways. The Highlands Highway stretches from Lae WNW to beyond the Western Highlands while the Ramu Highway branches off at Watarais junction and continues to Madang, a further 175 km away. About 13.5 km northwest from Watarais, opposite the northwestern end of the Gusap airstrip and nearly coinciding with the northeast corner of the tenement block, a well-formed gravel road branches off to the southwest, crosses the Ramu River, and leads to the base of the foothills within the tenement, about 5.5 km from the highway. The road continues to the K92 Mine operations (Figure 8). The estimated distance by road from Lae to the approximate center of the Property is 175 km. The distance from Goroka to the Property, via Kainantu, is about 140 km, and from Kainantu, 45 km.

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Figure 8: EL 2558 local access, settlements, & other features; modified from Google Earth base, 2020

Access to the village of Tirokave, centrally located within EL 2559, is via a 26 km long unsealed road from a turn-off about 8 km west of the administrative center of Kainantu (Figure 9). Four-wheel drive vehicles must be used from that point onward. This road can be adversely affected by high rainfall during the wet season. Branch roads within the EL offer reasonable access to most parts.

The 2019-20 field team was stationed at Wanoka and Kokopi areas which is about 2 km WSW of Tirokave for the duration of the initial mapping and sampling program.

==> picture [216 x 155] intentionally omitted <==

Figure 9: EL 2559 local access and major & minor settlements; modified after PEC, 2020

Climate

The climate of the Kainantu area is classified under the “tierra templada” zone of Koppen’s climatic classification (Koppen, 1931). It is a zone of temperate climate, especially tropical land of 600 to 1800 m elevation in which the temperature is modified by the elevation.

The climate across the Property is variable due to topography. Hot temperatures and wet conditions characterize the climate at Kainantu. Daytime temperatures reach 30°C dropping to nighttime lows of 20°C. A pronounced wet season occurs between November and April, although rainfall is common throughout the year. Rainfall averages 235 mm/month during the November to April wet season, and 137 mm/month during the dry season. Annual rainfall averages approximately 2000 mm. Project operation/exploration is subject to the weather; reduced visibility when cloudy prevents operation of helicopters and heavy rainfall or earthquakes (low-moderate frequency – Makrup et al, 2018) can trigger landslides.

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The precipitation diagram below (figure 6) for Kainantu displays a pattern of drier mid-years. The blue shades show the measurement of rainfall per month and the yellow shade shows the number of days without rainfall.

Figure 7 exhibits the varying temperatures and rainfall throughout the year within the Kainantu district. The mean daily maximum is represented by a solid red line while the mean daily minimum is denoted by a solid blue line. Hot days and cold nights (dashed red and blue lines) show the average of the hottest day and coldest night of each month.

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Local Resources

The current Tirokave camp site is located 227 km from Lae, 34 km from Kainantu and 95 km from Goroka (Table 3). Goroka is the Capital of Eastern Highlands Province and contains Local and Provincial Level Government Offices.

Table 3. Local Resources to the Properties; modified from Woodward et al, 2018

Local Resources	Lae	Goroka	Kainantu
Population:	~100,700	~18,500	~6,700
Elevation:	10m	1600 m	1570 m
Road distance to Lae:	-	270 km	193 km
Road Distance to center of EL 2558	175 km	140 km	45 km
Road Distance to Tirokave, EL 2559:	227 km	95 km	34 km
Airport:	1 x Runway Length: 2440 m	2 x Runways Max length 1646 m	Private use
Commercial air travel:	+ 11 x flights daily	3 x flights daily. 1hr flight from Port Moresby.	No
Facilities:	Many	Schools, hospital, police station, district and provincial court, tertiary education, fuel stations, banks	School, hospital, police station, district court, fuel stations, banks. Local Level Gov Offs

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Yonki Dam and Ramu Hydro Electric Power Station:

Yonki Dam provides water for the Ramu Hydro Power Station and the Yonki Toe of Dam Power Station operated by PNG Power Ltd. The Dam commissioned in 1991 on the upper Ramu River, has a 335M m[3] capacity, a 60 m high earth fill dam wall with 680 m long crest.

Mining Projects including Hidden Valley created a need for additional power output. The Yonki Toe of Dam Project was commissioned in 2013 to help meet that requirement.

Currently the Ramu 1 Hydro Power station is supplying 54MW from three generators on to the Ramu Grid while the Yonki Toe of Dam supplies 14MW. They are supplemented by 4MW from the Pauanda Hydro Power station, 10MW from the Baiune Hydro Power station at Bulolo in Morobe Province and a combined thermal generation capacity of 20MW from the diesel power stations in Lae, Madang and the Highlands centres, giving a total generation capacity of 102MW into the Ramu Grid (PNG Power website, 2014).

The grid serves Lae, Madang & Gusap in the Mamose Region, and Wabag, Mendi, Mt. Hagen, Kundiawa, Goroka, Kainantu and Yonki in the Highlands.

Local Airstrips

Although privately operated, several scattered airstrips within and in reasonable proximity to ELs 2558 and 2559 could possibly be used in emergency situations. Probably the most useful would be the Aiyura strip near Kainantu. Another is the Gusap Airstrip, a fully licenced, international grass strip located in the Ramu Valley and maintained jointly by the K92 mining project and Ramu Agricultural Industries.

Surface Rights

With the issued Exploration License, PEC has all the appropriate surface rights applicable to mineral exploration.

Infrastructure

The closest commercial airports to the Property are at Goroka and Lae, both serviced by daily flights from Port Moresby. Access to the Property is via the Highlands Highway, a bitumen sealed road linking Lae with Kainantu (193 km) and onto Goroka (270 km).

EL 2558 is close to the Ramu Highway, near Gusap. The village of Tirokave, centrally located within EL 2559, is linked by a 26 km long unsealed 4WD road from a turn-off about 8km west of Kainantu. Branch roads within the EL offer reasonable access to most parts.

Power

Should prospects within the Property be progressed via exploration to a mining operation, power sources would be addressed in a feasibility study.

Water

The relatively high rainfall and presence of several perennial rivers within the Property suggests that water supplies would be sufficient for any future mine development.

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Personnel

At the present exploration stage there is thought to be a sufficient number of un-to-semiskilled labour within the tenement area to effectively execute the planned programs.

Potential Infrastructure Sites

With large tracts of communal grassland and forestry land, it is thought that sufficient areas exist for potential infrastructure sites should any mining operation be established.

HISTORY

Gold was first recorded in the district by Ned Rowlands in 1928 from a small creek draining into Abinakenu Creek in the Kainantu alluvial gold areas. Subsequent geological investigation and mapping of the Central Highlands including Kainantu District was conducted in the early 1940’s to late 1950’s by several petroleum and mineral exploration companies and government geologists. Investigations of mineralized areas had been made in the late 1950’s to early 1960’s by Resident Geological Staff, New Guinea Mines Division (Dow and Plane, Best, 1958; Davies, 1958; Dow, 1959, 1961, and 1963). However, modern exploration did not commence within the area until the early 1970’s.

The bulk of the exploration effort within the Kainantu District has focussed on the Bilimoia field, centered about 16 km north of Kainantu township and about 34 km northeast of Tirokave, where several distinct high grade gold±copper lodes were discovered by various entities from the mid 60’s up to the present day.

The southern end of the Irumafimpa lodes was discovered some time prior to 1967, while the Kora lode was worked by private investors between 1967 and 1970, producing about 1,000 tonnes of gold and copper ore averaging three ounces recovered gold to the ton (Woodward et al, 2018). Between 1969 and 1972, most reconnaissance work concentrated on the Yonki copper-gold lode, south of Abinakenu Creek.

After EL 470 was initially granted to Renison Goldfields Consoldated (RGC) on 7th May 1982, work continued intermittently within the Bilimoia field via several tenement renewals and grants and involved, at various times, an assortment of companies such as Highlands Gold Ltd., (HGL), Placer, Highlands Pacific Ltd (HPL), Greater Pacific Ltd., Nippon Metals and Mining Company, Barrick Gold, and currently K92 Mining Inc. via a series of joint ventures, take-overs, pull-outs, terminations, acquisitions, and other agreements. During this time, often quite detailed and focussed exploration work involving mapping, sampling, trenching, drilling, and geophysics (ground and airborne magnetics/radiometrics, CSAMT, IP) was undertaken and indicated a very high potential for a significant tonnage of high-grade gold mineralization within the Kora, Irumafimpa, Maniape and Arakompa vein systems, the latter two situated between 2 and 4.5 km from the southwest corner of EL 2558.

HPL commenced mining operations on the Irumafimpa deposit in 2005. However, the mine struggled to achieve planned mined grades through a combination of complexity of geology and unplanned dilution. The operation had been put on care and maintenance since January 2009. By this time, Barrick had acquired all the assets, conducted further exploration and resource evaluation of the Kora deposit, and prioritized the discovery of economic porphyry copper-gold mineralization. K92 Mining Inc. has since acquired the tenement package and, after further infill drilling, including from underground, and a refurbishment of the mine and mill, announced the restart of commercial production from the Kora/Kora North mine effective February 1, 2018.

While all this was happening, local people had started mining shallow oxidized zones of the Irumafimpa vein in 1992 after the discovery of the outcrop by Highlands Gold Ltd. Surface mining at all of the major mineralized structures continues today, and provides a significant source of income for the local people.

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Closer to EL 2559, early exploration around Kainantu Township led to the discovery and selective mining of a number of deposits & prospects (Figure 9) such as Aifunka Hill, supposed skarn-related mineralization where the Barola reefs mine produced 371.5 oz Au from 1953-61, Kathnell (shear-hosted Au, open cut and underground mined from 1965-67, 507oz Au produced from 3,500t), the Yonki and Aianora Cu±Au skarn prospects, the Yompossa porphyry Cu-Au prospect with one DDH intersecting 60m @ 0.3% Cu, 0.1g/t Au, and the Kunurunta porphyry Cu prospect.

Further SW, the Tirokave* skarn and Tirokave placer Au prospects were recognized and explored by Highlands Gold Development N.L. in 1970-71 (Figure 10, Table 3).

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Figure 10: Location of mineral occurrences in the Kainantu District relative to ELs 2558 & 2559; modified after Arumba et al 1994

Prior Ownership

Previous tenement holdings which partly overlapped the current EL 2558 area are detailed in the following Table 4.

Table 4: Historical Ownership of Tenements which Overlapped the EL 2558 Area

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Previous tenement holdings which partly overlapped the current EL 2559 area are detailed in the following Table 4.

Table 4: Historical Ownership of Tenements which Overlapped the EL 2559 Area

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GEOLOGICAL SETTING AND MINERALIZATION

Regional Geology

The Kainantu region is located in the northeastern flank of the northwest trending Papuan Mobile Belt which is a major foreland thrust belt (Rogerson et al., 1987). The regional structural package of the Kainantu district is bounded in the northeast by the northwest trending Ramu-Markham Fault, a major

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suture zone that marks the northern margin of the Australian Craton, and in the southeast by the Aure Deformation Zone (Figure 15). Many of the major structures in the New Guinea Thrust Belt represent crustal scale thrust faults and host fragments of obducted oceanic crust. The belt is characterized by Late Miocene, sub- horizontal to shallowly north-dipping, stacked thrust sheets of regionally metamorphosed and strongly cleaved Triassic to Eocene fine-grained sedimentary rocks and minor volcanic rocks. Following a middle Oligocene hiatus, siliciclastic sediments, carbonates, and volcanic rocks were deposited until thrusting began in the middle Miocene (Rogerson et al, 1987; Dobmeier et al, 2012) accompanied by middle Miocene intrusions. A mild orogeny in Late Tertiary time folded and faulted Tertiary rocks and has continued to the present day (Dow and Plane, 1965). The belt is characterized by a number of north-northeast trending fault zones that commonly host major ore deposits (Figure 43).

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. Kainantu
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Figure 15: The main geological elements of PNG; modified from Williamson and Hancock, 2005

Local Geology

The Kainantu District is underlain by an uplifted metamorphic basement comprising the Early Mesozoic Bena Bena Metamorphics composed of pelite, psammite, conglomerate and marl beds intruded by gneissic granitoids and metamorphosed to greenschist to amphibolite grade. Mid Oligocene-Mid Miocene sedimentary and volcaniclastic rocks of the Omaura and Yaveufa Formations deposited after a period of hiatus during Cretaceous and Paleocene-Eocene due to collision/accretion unconformably overly the basement. These successions were intruded by Miocene age stocks, dykes and diatreme breccia pipes of ultramafic to felsic composition of the Akuna Intrusive Complex and the Elandora porphyry.

A north-northeast trending transfer structure transects the area, with associated mineralization, alteration and porphyry complexes aligned along it (Figure 16).

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Figure 16: Kainantu District geology, structure, significant mines & mineral occurrences, and K92 Mining Inc’s Tenements in relation to the PEC Tenements; modified after 1:100K Kainantu Geological Sheet and Downes et al, 1994

Property Geology

EL 2558 – Kainantu

Bena Bena Metamorphics/Goroka Formation (Early Mesozoic)

The Property is underlain by basement rocks of the Goroka Formation consisting of metamorphosed and sheared intermediate to felsic pyroclastic rocks and sedimentary units (Plate 6). The metamorphic grade of these units ranges from the biotite zone (greenschist facies) to amphibolite facies. These crop out mainly in elevated areas within the southwest portion of the tenement area (Figure 17).

Omaura Formation (Late Oligocene-Early Miocene)

The Omaura Formation (aka the Omaura Greywacke) is the predominant rock unit, underlying most of the southern half of the tenement (Figure 17). It is comprised of fine to medium-grained greywacke, commonly calcareous, with interbedded siltstone and minor fossiliferous limestone lenses, arkose, and pebble conglomerate. It is extensively folded, faulted and veined (Tingey and Grainger, 1976).

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Plate 6: Outcrop of phyllite, Bena Bena Metamorphics

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Figure 17: The main geological elements of EL 2558 and surrounds: Mb: Bena Bena Formation; Mg: Goroka Formation, Tou: Omaura Formation, Tmak: Akuna Intrusive Complex, Qphf: Quaternary piedmont-slope deposits; modified after Tingey & Grainger, 1976

Akuna Intrusive Complex (Early to Mid-Miocene)

The Akuna Intrusive Complex intrudes the Bena Bena Metamorphics west of the tenement as well as the Omaura Formation immediately east and further south of the tenement. It occurs in the district generally as large batholithic bodies, but closer to the tenement as small stocks and dykes. It is alternatively referred to as Akuna Dolerite (Dow and Plane, 1965), and is generally of mafic composition. Rock types include olivine gabbro, hornblende gabbro, porphyritic dolerite, diorite, granodiorite, minor peridotite and serpentinite (Tingey and Grainger, 1976, Plate 7).

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Plate 7: Outcrop of Akuna Intrusive Complex rock

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Recent Quaternary Sediments

This comprises a combination of both riverbed and terrace alluvium, primarily associated with the Ramu, Baupa, and Kumian stream systems, flanked by piedmont slope deposits derived from both the Highlands and the Finisterre Terrane infilling the Ramu River Valley.

Structure

The southern half of the EL2558-Kainantu tenement is located within the New Guinea Thrust Belt, close to its northern contact with the Finisterre Terrane. The contact is denoted by the northwest trending Ramu-Markham fault, a major suture zone that marks the northern margin of the Australian Craton. The New Guinea Thrust Belt displays evidence of an early Miocene or older ductile, tight folding event that was followed by middle Miocene intrusions. Late Miocene regional scale low-angle thrust faulting followed, associated with the collision of the Finisterre Terrane (Vigar et al, 2015). Prominent NW trending faults parallel the Markham Fault system and display a protracted history of activity.

The belt is characterised by a number of northeast to north-northeast trending fault zones that commonly host major ore deposits (Hill et al., 2003). Structures in this orientation might be expected to display a dilatant character during any NE-SW compression resulting from plate collision. The most prominent of these structures are inferred to represent arc-normal transfer structures which may localize porphyry intrusions (Corbett, 1994). Within the Kainantu District, the intersection of NW trending structures, formed parallel to the Markham Fault, with NE to NNE trending transfer structures are associated with porphyry intrusions, and control vein distribution (Figures 18 & 20, Corbett et al, 1994).

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Figure 18: Major structures in relation to mineralization, Bilimoia field, showing location of the southern half of EL 2558; modified after Espi et al, 2007

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EL 2559 - Southwest Kainantu

Omaura Formation (Late Oligocene-Early Miocene)

The Omaura Formation (aka the Omaura Greywacke) is the predominant rock unit, underlying more than 50% of the tenement (Figure 15). It is composed of fine to medium-grained greywacke, commonly calcareous, with interbedded siltstone and minor fossiliferous limestone lenses, arkose, and pebble conglomerate. It is extensively folded, faulted and veined (Tingey and Grainger, 1976).

Yaveufa Formation (Early to Mid-Miocene)

The Yaveufa Formation conformably overlies the Omaura Formation (Dow and Plane, 1965; Bain and Mackenzie, 1974; Tingey and Grainger, 1976; Rogerson et al., 1982). It occurs in the southeastern, part of the northern, as well as the southwestern corner of the tenement.

It consists of interfingering and interbedded volcanolithic sediments and volcanics. The volcanolithic sediments consist of waterlaid tuff, polymict pebble, cobble, and boulder volcanolithic conglomerate, greywacke, and calcarenite which commonly contains volcanic detritus. The volcanics consist predominantly of coarse red, purple, or multicoloured agglomerate interbedded with subordinate reddish or dark grey to black porphyritic basic lavas, volcanolithic rudite, and welded ash flow tuff. Zeolites are common, particularly in the agglomerate, both as infillings in vesicles and other cavities, and as veins. The agglomerate consists of angular to subrounded fragments of porphyritic amygdaloidal basic lavas set in a zeolite-bearing matrix of coarse crystal-lithic tuff.

The formation has been described by Dow and Plane (1965): The larger fragments are rounded to subangular pebbles and cobbles of basalt, gabbro, andesite, and silicified siltstone. The matrix is an unsorted crystal and lithic tuff made up of the following angular fragments in order of decreasing abundance: basalt and andesite, siltstone, plagioclase, augite, and quartz. The matrix is generally considerably altered to chlorite, epidote, and kaolinite; and the sedimentary rock fragments are commonly epidotized near their margins. The predominance of conglomerate and the presence of lenses of reef limestone indicate that beds were laid down in shallow water.

Intrusive rocks

The tenement encompasses some of the Neogene porphyritic mafic to intermediate intrusive rocks that crop out as batholiths, stocks and dyke swarms. Their radiometric ages range from 18 Ma to 7 Ma, which appears consistent with known more definitive stratigraphic relationships. It was also shown that within this time range, two distinct phases of plutonism occurred and that the second phase from 9 Ma to 7 Ma was often associated with magmatic hydrothermal Cu-Au-Ag mineralization. The earlier phase is named Akuna-type, and the later phase Elandora-type (Rogerson and Williamson, 1986) .

Akuna-type intrusives tend to form large complexes (eg. Akuna Intrusive Complex, Bismarck Intrusive Complex) in outcrop area, displaying a wide variety of fractionated compositions from pyroxenite, gabbro, diorite to granodiorite. In contrast to Akuna-type, Elandora-type intrusives (Elandora Porphyry, Yandera porphyries) generally form microdioritic, often tabular stocks, dykes and dyke swarms, some of which intrude Akuna-type masses. Many bodies and parts of individual bodies display propylitic alteration assemblages, with argillic, phyllic and silicic alteration being locally dominant. Elandora-type intrusives are apparently associated with either areas of outcropping basement or areas underlain at shallow depth by basement (Rogerson and Williamson, 1986).

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Akuna Intrusive Complex (Early to Mid-Miocene)

The Akuna Intrusive Complex intrudes the Late Oligocene to Early Miocene Omaura Greywacke and occurs as small stocks and crops out approximately 5 km northeast of Tirokave. It is alternatively referred to as Akuna Dolerite (Dow and Plane, 1965), and is generally of mafic composition. Rock types include olivine gabbro, hornblende gabbro, porphyritic dolerite, diorite, granodiorite, minor peridotite and serpentinite (Tingey and Grainger, 1976). The Akuna Intrusive that crops out northeast of Tirokave is serpentinite and believed to be a differentiate of the complex which was probably emplaced later than the main intrusions (Dow and Plane, 1965).

Elandora Porphyry (Late Miocene)

The Late Miocene Elandora Porphyry is an intrusive body of intermediate composition that occurs as dykes and batholiths within the tenement. It intrudes the Omaura Greywacke and Yaveufa Formation. A massive body is exposed at the center of the tenement near Tirokave village, with a smaller body located on the eastern edge of the tenement, southeast of Tirokave.

This intrusive body is composed mainly of hornblende andesite porphyry consisting of phenocrysts of andesite, hornblende, and minor pyroxene in a very fine-grained granular groundmass (Plate 8). The groundmass is composed of feldspar together with some quartz, hornblende and epidote. Accessory minerals are iron oxide, apatite and zircon. Propylitic alteration is common in this unit (Rogerson and Williamson, 1986).

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Plate 8: Example of propylitized, phenocryst-crowded Elandora Porphyry from near Kokopi camp

Structure

Two major regional structures recognized proximal to and within the tenement are the northwest trending Puburamba Fault and the semi-parallel Orlowat Syncline (Figure 16). The Puburamaba Fault delimits the Omaura Greywacke in the southwestern corner of the tenement. The Orlowat Syncline is symmetrical and its limbs dip between 30° and 60°. Minor irregular folds and reversals of dip occur on the limbs of the syncline. These features have probably been caused by subaqueous slumping during deposition, and by drag-folding of the less competent beds on the limbs of the syncline.

A northeast trending normal fault southeast of Tirokave village truncates Orlowat Syncline and forms the contact between the Yaveufa Formation to the southeast and the Omaura Greywacke to the northwest. It is seen displacing the limestone beds of the Omaura Greywacke east of Tirokave village. Displacement on the fault is about 550 m and downthrow is to the east.

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Three major northwest trending faults, again parallel with the Orlowat Syncline, in the northern portion of the tenement transect the Yaveufa Formation. The more northeasterly fault forms the contact between Yaveufa Formation and Omaura Greywacke. The structural orientation and nature of the displacement are yet to be studied.

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Figure 19: Geology and structural map of EL2559; Modified from PNG Geological Survey, 250K Markham sheet.

Mineralization

Mineralization in the Kainantu District includes gold, silver and copper occurring in quartz-Au telluride veins, sulphide Au-Cu-Ag veins, porphyry Cu-Au-Mo systems, Au-base metal skarns and alluvial Au.

EL 2558 Kainantu

Within EL 2558 itself, there are no known records of any mineral occurrence. Previous companies’ exploration efforts have largely concentrated on the Bilimoia field, immediately to the southwest.

Prominent NNE trending mineralization-controlling structures occur within 2.5 km of the SW corner of EL 2558 (Figure 20). They comprise the large-scale Maniape Structure, localizing, through dextral rotation (Corbett, 1994) the Maniape gold prospect, as well as several smaller scale sub-parallel structures controlling veins of the Arakompa gold prospect. These structures fall within the northern portion of the Kathnell-Arakompa Corridor, a broad (~2.5 km wide) linear NNE trending feature associated with several known precious-base metal prospects of the Kainantu District scattered within or adjacent to its ~20 km length. This corridor projects into the southwest portion of EL 2558 (Figure 20).

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Figure 20: The location of EL 2558 in relation to significant mineralized structural corridors in the Bilimoia field; modified after Vigar et al, 2015.

The Arakompa-Maniape vein systems, along with the north to northwesterly trending veins further southwest, such as Kora and Irumafimpa, display multistage vein and breccia development as well as complex mineralogy involving precious and base metals accompanied by W, Te, Bi, and Sn. This is further addressed in “Deposit Types” and “Exploration” , below.

All the above-named systems occur within a larger mineralized area, approximately 5 × 5 km, with complex multiphase intrusions, breccias, and diatremes and comprise multiple occurrences of Au-bearing veins and porphyry Cu-Au mineralization. Gold occurs over considerable vertical extents as shoots, either at the intersections of pre-existing major Markham Fault related structures with cross structures, or as en echelon features developed by movement on the major structures. Elandora style porphyries and porphyry fragment-bearing diatreme breccias occur in association with much of the structurally controlled vein mineralization.

Fluid inclusion, gold fineness, vein paragenesis and mineral distribution indicate that the Arakompa vein system is proximal to a porphyry source at depth, whereas the carbonate-base metal gold system at Maniape to the west is inferred to be distal to the same porphyry system. A fluid flow pattern is defined from the mineral zonation and it is suggested that the mineralizing porphyry has possibly been emplaced at the intersection of the Arakompa structures and the contact between the Akuna granodiorite and BenaBena Metamorphics (Corbett et al, 1994) and/or pre-existing NW trending and steeply SW dipping structures representing uplifted elements of the Markham Fault System. Thus the inferred porphyry source of the Arakompa-Maniape vein systems is interpreted to lie within a few kilometers of the edge of EL 2558, along a significant NNE trending structural corridor.

While the Elandora Porphyry has been interpreted by most workers as the prime mineralizing agent within the Kainantu District, certain phases of the Akuna Intrusive Complex are also noted to be altered and mineralized, not completely ruling out the possibility of its having contributed to the mineral endowment of the district. At least one small body has been mapped on the eastern edge of the tenement (Figure 11), while a brief reconnaissance of the lease has identified Akuna Complex dykes of limited size intruding along the predominantly NW trending cleavage plane of the metamorphic host rocks. It may be interpreted that the presence of a shallowly buried mineralizing intrusive body(s) possibly underlies a portion of the southern half of EL 2558.

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The presence of numerous high-sulphidation lithocaps and diatremes in the wider Bilimoia area are positive signs of potential for the further discovery of porphyry-style mineralization. Significantly, historical and current exploration activities both within and peripheral to this area have identified further signs of vein, porphyry-style, and alkali intrusion-related mineralization.

It must be stated herein that the information detailed in this section is not necessarily indicative of the mineralization in the EL 2558 property.

EL 2559 Southwest Kainantu

Previous exploration by various entities over the EL 2559 tenement area outlined at least two alluvial gold prospects and probable skarn style mineralization along with some encouraging gold and copper drainage anomalies (section 6). It is reported by local people/prospectors that visible colours of gold can be panned from several streams within the tenement.

Placer Style

During the current exploration phase undertaken by PEC geologists since early October 2019, at least one placer style gold prospect, sporadically worked by the local people, has been partially delineated. It is perched on a ridge top and straddles the road immediately south of Tirokave Village. It is thought to be up to 5m thick and contains lenses of well-rounded quartz pebbles in association with surprisingly large well-rounded pebbles of magnetite set in a reddish brown silty clay matrix (Plate 9). The underlying basement appears to be a strongly weathered clay altered breccia of indeterminate origin and composition. While the roundness of the pebbles would normally indicate a distal source, the size of the magnetite pebbles suggests otherwise. A relatively nearby source derived from an agglomerate/conglomerate/breccia body has been suggested.

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Plate 9: Well-rounded quartz and magnetite pebbles in the Tirokave perched placer prospect

Skarn Style

While the prospect referred to as the “Tirokave Skarn” in the literature was not located during the current exploration phase, angular boulders of massive variably hematite-quartz-base metal (particularly copper)

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sulphide bearing magnetite skarn up to 4m in diameter were traced nearly 2 km up Koiyamu Creek and into Aikoho Creek, the junction approximately 3 km west of Tirokave Village. These streams drain the southern flank of Mt. Kasiviga, at around 2,400m the highest point within the tenement. Although no outcrop of the skarn was noted, the scree slopes adjacent to the streams, particularly to the west, include abundant cobble-sized magnetite-bearing rocks. Within the streams, sporadic outcrops of porphyritic microdiorite, thought to represent the Elandora Porphyry, were mapped together with a small exposure of a rock resembling a calc-silicate, likely a metosomatized calcareous unit of the Omaura Formation, bearing disseminated and veinlet pyrite (Plate 10), a possible host to, or at least associated with, the magnetite skarn. Gold is occasionally panned by the local people along Koiyamu Creek, downstream from the locations described above. The gold is often medium to coarse and flaky (Plates 11a & 11b).

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Plate 10: Calc-silicate hosting finely disseminated and veinlet pyrite, Koiyamu Ck. / Aikoho Ck. Junction

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Plates 11a & 11b: Medium to coarse flaky gold in magnetite-rich panned concentrate, Koiyamu Ck.

Although many of the above occurrences fall just outside of the tenement boundary, the source of the skarn boulders may well underlie the lease.

Three different types of skarn mineralization were identified here. All are interpreted to be exoskarns. The significance and spatial relationships of these skarn types and their theoretical interrelationships with a causative intrusion is diagrammatically exhibited in Section 8. Deposit Types.

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A massive very fine-grained magnetite-dominated skarn (Plate 12). This type has a very high rock strength.
A vesicular generally massive rock with fine to medium magnetite crystals and a higher hematite content (Plate 13). Bornite, chalcopyrite and chalcocite were also noted in this type which has a low to medium strength and can easily be broken down with a hammer.
A hematite-richer phase that is still dominated by massive magnetite with minor fine to medium magnetite crystals (Plate 14). This type also hosts crustiform quartz along with copper and other base metal sulphides.

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Plate 12: Type 1, massive magnetite skarn

Plate 13: Type 2, vesicular Plate 14: Type 3, magnetite magnetite skarn skarn with hematite, quartz, and base metal sulphides

Porphyry Style

The known porphyry (along with higher level hydrothermal) copper-gold prospects of the Kainantu District, as well as elsewhere (e.g. Wafi, A. Williamson, pers. com) are largely linked by many authors to the Late Miocene Elandora porphyry although the Early-Mid Miocene Akuna Intrusive Complex is known to also exhibit weak to moderate hydrothermal alteration and mineralization in certain areas.

Both intrusive stages are represented in the Tirokave area (Figure 19). The older Akuna complex has been mapped in two small slightly elongate (NW) bodies situated between 2.5 Km and 5 km NE of Tirokave, while the Elandora Porphyry forms a largely unroofed, more or less circular body averaging about 4.5 km in diameter with Tirokave on its southeastern edge. The former rock type has not been inspected during the current exploration stage, hence the following discussion on mineralization relates solely to observations of those exposures of the Elandora Porphyry and surrounding country rocks recently mapped and sampled.

A road traverse from the Kokopi Village camp site about 3.5 km ENE to the Tirokave road junction, then 2.5 km NNW to a road cutting, rising about 440 m in total, reveals both broad alteration zonation and the multiphase nature of the porphyry body. The southern exposures near the low-lying Kokopi camp appear weakly chlorite-clay altered whereas the upper road cuttings, close to the center of the batholith, expose sheeted quartz-clay±limonite veinlets in strongly clay-sericite(?) altered porphyritic microdiorite masked by equally strong oxidation (Plate 15). The rocks along the road cuttings immediately east and out to at least 3.5 km from Tirovake on the road to Kainantu also appear strongly clay-sericite(?) altered. Due to the sporadic nature of the exposures, it must be stressed that this cannot be interpreted as simple zonation without more rigorous work, but the apparent scale of the alteration package must be considered encouraging.

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Plate 15: Sheeted and stockwork quartz-clay±limonite veinlets in strongly weathered claysericite(?) altered porphyritic diorite, upper road cutting near the center of the Elandora Porphyry body, 2.2 km NNW of Tirokave.

In fact, such alteration zonation is more likely to be complex rather than simple as mapping has revealed a variety of interrelated intrusive lithologies underlying the porphyry area: feldspar diorite porphyry, hornblende diorite, microdiorite, granodiorite, hornblende andesite porphyry, and andesite were all mapped in various locations. In one outcrop in the Parufi River, which drains the center of the batholith, a more melanocratic variety of the hornblende diorite was noted hosting weak to moderate finely disseminated bornite or at least copper-stained pyrite. Both alteration and mineralization in the area are expected to be variably telescoped.

The porphyry body and its peripheries, along with the Akuna intrusives, clearly require some diligent mapping and sampling in the near future.

Epithermal Style

Scattered float of crustiform, colloform banded, and sugary quartz was noted in streams draining the ridges west of the above skarn occurrences as well as along the Onamunga River, south of Tirokave. Such textures may indicate the presence of epithermal style quartz veins peripheral to Elandora Porphyry/Akuna Intrusive complexes, similar to those found in the Bilimoia field, and are targeted for follow-up mapping during future exploration stages.

DEPOSIT TYPES

Gold mineralization in PNG is associated with intermediate and acid intrusions into a variety of host rocks (Sheppard and Cranfield, 2012).The New Guinea Thrust Belt hosts intrusion-related gold and copper mineralization, which were developed in two periods: during the older Sepik Event (30–22 Ma), and during the younger Maramuni Event (<17 Ma) (Sheppard and Cranfield, 2012). The Maramuni Event represents the main period of magmatism and related mineralization on mainland PNG.

Mineralization related to intrusions (schematically represented in Figure 21) of intermediate composition of the Maramuni Event occurs along the whole length of the belt from Indonesia-PNG border to the Wau district south of the Huon Gulf, and sporadically into the offshore Papuan Islands (e.g. Woodlark Island). Notable prospects in the New Guinea Thrust Belt associated with the Maramuni Event include Frieda, Yandera (porphyry Cu–Mo–Au), Nena (high-sulphidation epithermal Cu–Au) and Kainantu (low-

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sulphidation epithermal Au) (Page and McDougall, 1972; Rogerson and Williamson, 1986; Espi et al., 2002).

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Figure 21. Conceptual model for porphyry and related low and high sulphidation mineralization; Corbett & Leach, 1997

In the central part of the New Guinea Orogen uplift and erosion has exposed granite batholiths of the Maramuni Event: for example, the Morobe Granodiorite (Wau–Bulolo), the Bismarck Intrusive Complex (Yandera), and the Akuna Intrusive Complex (Kainantu area), each of which host younger intrusions with associated Cu–Au mineralization.

Precious/base metal mineralization and alteration are generally associated with phases of Elandora-type intrusives. The common occurrence of the mineralizing phase of the Elandora-type as dykes and dyke swarms of limited extent often localized within mineralized Elandora- or Akuna-type intrusives suggests they generally constitute small targets (Rogerson and Williamson, 1986).

Metal values within the intrusives are generally lower than those in the adjacent country rocks, exoskarns or veins related to the intrusive. Intrusion invariably results in local fracturing of the host rocks, usually accompanied by weak, though pervasive propylitic alteration. These features are enhanced when intrusion takes place in areas of pre-existing faults. Minor, local argillic alteration assemblages characterised by the occurrence of clay pyrite may develop in areas of these pre-existing structures.

Close to EL 2558, evidence of porphyry related mineralization is widespread within the Bilimoia field. However, while early exploration models emphasized the epithermal and porphyry geological setting, these models were later refined by Espi et al (2007), who recognised that the high-grade quartz-Autelluride veins overprinting per cent Cu grades in the sulphide-rich Au-Cu-Ag event were likely a significant separate event that was perhaps not directly connected to the porphyry Cu-Au mineralization seen nearby at the surface. The association with an earlier W-bearing phase within the same structures and with Sn and Bi tellurides suggested that they should be classed as ‘intrusion-related gold’, with both mesothermal (sulphide-dominant) and epithermal (quartz telluride) components active at different times and space. A direct magmatic input is suggested (Espi et al , 2007), and the consistent Au-Te association is interpreted to indicate an alkalic intrusion source at depth (Vigar et al, 2015).

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Within the Arakompa vein system, the gold is of a high fineness (723-995 average 877), which is characteristic of quartz-sulphide systems transitional between porphyry Cu/Au and carbonate-base metal gold systems (Leach and Corbett, 1994). The higher salinity fluids and presence of Bi-Te phases indicates mineralization at Arakompa involved a significant influx of magmatic-derived fluids.

Various factors indicate that Maniape represents the transition from classical carbonate-base metal systems to the shallower level epithermal colloform banded quartz-adularia-clay style of vein systems such as Tolukuma (Corbett et al., 1994) and Cracow (Corbett and Leach, 1994). These factors include:

a low average gold fineness (average 690);
the relatively low fluid inclusion temperatures during gold mineralization (200-250°C);
the abundance of Ag-rich phases;
the association of gold with hematite, indicative of the presence of significantly oxidizing conditions; and
the occurrence of low temperature clays within the mineralized veins.

Given the relative close proximity of the Arakompa-Maniape systems to EL 2558, along with their rather complex array of metalliferous minerals - an alkalic intrusion geochemical signature includes: Au, Ag, As, Sb, Pb, Zn, F, Ba, V, Te, Bi (Schroeter et al, 1996) – and interpreted multi-generic deposit type associations, it would appear that further exploration of the southern portion of EL 2558 will require a sampling and mapping program designed to identify any of the above described deposit types.

Within EL 2559, precious/base metal mineralization is thought to be best developed in the country rocks and ranges from locally developed, thin, randomly oriented networks of pyritic fractures, through small veins and stringers, to more pervasive, extensive stockwork veining. Skarn lenses hosting pyrite, pyrrhotite, gold, sphalerite, chalcopyrite, magnetite and minor galena with various combinations of pyroxene, epidote, garnet and quartz, may develop within calcareous strata adjacent to the intrusives (Figure 22).

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Figure 22: Schematic displaying skarn development in a calcareous unit adjacent to the causative intrusion. Variations of skarn mineralogy due to fluid flow dynamics is thought to be exemplified in EL 2559 by recently sampled specimens (inserts); Source: Cadia Mine, NSW, Australia.

Field mapping and observations during late 2019 by PEC’s geologists and the author over the central section of EL 2559 have led to the belief that potentially of 4 types of precious±base metal deposits could be targetted for future exploration here:

Placer Au, particularly within perched terraces. The large size of magnetite pebbles within at least one of these occurrences also suggest a proximal source (agglomerate/conglomerate/breccia?)

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Skarn Cu-Au-Ag
Epithermal Au-Ag, particularly low to intermediate sulphidation styles
Porphyry Cu-Au

This is supported in part by previous work done over the property and also by the prevalence of such deposits in similar geological and structural settings throughout the remainder of the Kainantu District.

EXPLORATION

EL 2558

Procedures/Parameters of Surveys and Investigations

Apart from a brief inspection during the latter half of 2019, PEC is yet to begin systematic exploration over EL 2558. Initial geological observations have confirmed the presence of dykes, likely derived from an underlying Akuna Intrusive Complex body within the Project area. This is considered encouraging enough to warrant the continuation of the exploration program.

The majority of PEC’s Exploration & Mining Division activities to date have been focussed on preparation of the initial reconnaissance survey (Section 26 – Recommendations) and engagement with the local people (Section 4.8).

As part of its country-wide evaluation, relevant historical exploration and mining data together with topography and geology maps (1:250,000 and 1:100,000 scales) have been sourced from several entities including government agencies and published technical papers.

EL 2559

Procedures/Parameters of Surveys and Investigations

PEC conducted exploration activities over EL 2559 Southwest Kainantu during the last quarter of 2019 to the end of April 2020. The majority of PEC’s Exploration & Mining Division activities to date have been focussed on preparation and implementation of the initial reconnaissance survey during Q4 2019, followup surveys and expansion of the exploration area during early 2020, and continual engagement with the local people.

Data Compilation

As part of its country-wide evaluation, historical exploration and mining data together with topography and geology maps (1:250,000 and 1:100,000 scales) have been sourced from several entities including government agencies and published technical papers.

Field Program

The 2019 field program over EL2559 consisted of geological mapping in conjunction with geochemical sampling of the Kokopi-Tirokave area, which was considered to be one of the more prospective and easily accessible areas of the Property.

Initial reconnaissance field work was carried out from September 25 to December 12, 2019 by 7 staff from PEC’s Exploration and Mining Division. This comprised 3 exploration geologists, 1 graduate geologist, and 2 geological/logistical technical officers, overseen by the Exploration Manager and

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supported by 1 to 2 hire 4WD vehicles. Local labour was hired when and where appropriate. A management/consultants’ inspection of various key sites was undertaken on December 7.

The field team was stationed at the Wanoka-Kokopi area which is about 2 km south west of Tirokave for the duration of the initial program.

The 2020 field program was undertaken from early February to the end of April 2020 and expanded the initial mapping and sampling in the Tirokave area as well as extending the prospecting to the Irafo target, centered about 10 km SSE of Tirokave (Figure 23). Approximately 20 km of creek traversing was accomplished with about 24 km² of geological mapping completed over both targets.

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Figure 23: Map of target areas where the 2020 field work was conducted; E.Tau PEC 2020.

Geological Mapping

Geologic mapping was focussed on determining the distribution, character and controls to mineralization. As outcrop exposure in the prospect area is generally poor due to soil/scree cover and forest, work was mainly confined to creek traverses. All rock outcrops were recorded with measurements of structures, veins, bedding and foliation collected where applicable.

By necessity, it was common that portions of several streams falling just outside the tenement required traversing before the boundary of the lease was reached. Context mapping was carried out over these portions, as well as the collection, at appropriate sites, of drainage samples most likely derived from the tenement.

Surface Geochemical Sampling

Geochemical sampling was done in conjunction with the mapping program and involved taking stream sediment and panned concentrate samples, generally from adjacent sites just upstream of junctions, and float and outcrop rock samples where appropriate.

Reconnaissance soil samples were taken over soil/scree covered areas considered, by various reasons, prospective enough to warrant a larger coverage.

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At this stage, all samples were analysed by Intertek Laboratories in Lae (FA) and Townsville (ICP) by 50g fire assay for gold and a 33 element ICP. More detailed descriptions of sampling methods and analytical techniques are described in Section 11.

The 2019 Sampling Program

Table 6 displays the types and quantity of samples taken during the 2019 fieldwork in the Tirokave area, while the following maps (Figures 24 to 26) exhibit the sample collection sites of each of the different types of samples taken.

Table 6: EL 2559 - Type and quantity of samples taken, 2019.

Sample Type	Total
Stream Sediment	57
Panned Concentrate	75
Rock: Outcrop/Float/Continuous Chip	98
TOTAL	230

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Figure 24: EL 2559 Stream sediment sample locations, 2019; Miugle, B., PEC, 2019

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Figure 25: EL 2559 Panned concentrate sample locations, 2019; Miugle, B., PEC, 2019

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Figure 26: EL 2559 Rock chip (outcrop/float/channel) sample locations, 2019; Miugle, B., PEC, 2019

The 2020 Sampling Program

Table 7 describes the type and quantity while Figure 27 displays the locations of samples taken during the 2020 fieldwork. After considerable delays, all assay results have been returned.

Table 7: EL 2559 - Type and quantity of samples taken, 2020.

Sample Type	Tirokave	Irafo	Total
Stream Sediment	36	31	67
Panned Concentrate	48	31	79
Rock: Outcrop/Float/Continuous Chip	162	41	203
Soil	20	0	20
TOTAL	266	103	369

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Figure 27: EL 2559 - All sample locations, 2020; PEC, 2020

The following maps (Figures 28 & 29) exhibit the sample collection sites of each different type of sample taken in the Tirokave and the Irafo areas.

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Figure 28: EL 2559 – Tirokave area - Sample location map, 2020; Miugle, B., PEC, 2020

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Figure 29: EL 2559 – Irafo area - Sample location map, 2020; Tau, E., PEC, 2020

Sampling Methods and Sample Quality

Representative rock samples including both in-situ and float samples were collected to determine lithological, alteration style and intensity, structural, and other controls to mineralization. No factors producing a result that could be considered biased were recognized during the sampling program.

Collected to determine mineralization within a discrete area or structure or lithologic break, representative chips are unbiased samples taken across a measured width (channels) or chips within a small area, usually less than 1.5 m in diameter. Trench samples are continuous chips collected as soil/oxides from road cuts or other disturbances sometimes in shallow channels over prescribed intervals to obtain a representative metal value of the rocks/soil. Float or transported samples have been detached from the source outcrop and have moved short or significant distances away from the original location.

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For rock samples from potentially mineralized outcrop exposures, along with float from hill talus and streams, standard sampling procedures involved first removal of any obvious surface crustiform weathering and/or organic matter, followed by the collection of a representative sample of the inferred mineralized rock material. For continuous 0.5-2.0 meter outcrop samples, samples were oriented perpendicular to any obvious mineralized structure. Any obvious surface crustiform weathering and/or organic matter was first removed, followed by a continuous chip-channel of HQ/NQ core proportions using a rock chisel and hammer.

The precise sample location, (UTM, WGS84), sample type (rock outcrop, float, continuous/semicontinuous chip/channel, soil, stream sediment, panned concentrate, etc.) lithologic, mineralogic, alteration, structural and other features, were recorded along with the date, etc. in field books or in sample tag books. Rock cuttings or chips were sealed on-site in cloth or plastic sample bags and marked with sequential numbers.

Soil samples/trench samples were collected from road cuts on selected spots over intermittent intervals, nominally 15 – 20m to determine mineralization within a broad area of little or no outcrop. The location, character, and other observed features were recorded on site in field books or logs. Sample bags were stored and secured along with rock samples before delivery to the selected laboratory for analysis.

Stream sediment samples were collected at nominal 100 m and 200 m intervals and above every creek junction to determine possible upstream geochemical anomalies from broad catchment areas. Samples were collected from mainstream and discrete channels in similar fashion to soil samples.

Panned concentrate samples were usually collected from trap sites close to a stream sediment collection point. The sediment is panned down to a black sand concentrate (approximately 100-200g) and examined for visible gold and other relevant minerals, observations which are recorded in the field notes/sample book. The concentrate is securely bagged in plastic, labelled, and carefully stored with the other samples.

Geologic mapping on the Property was conducted using both digital and hard copy bases. Sampling locations were verified with handheld Garmin GPS units. Field maps were compiled in MapInfo in a geodatabase on topographic bases. Representative photographs were taken to supplement field notes and help with consistency in selecting stratigraphic breaks, etc. Field geologic data were uploaded into MapInfo as .tab files for further review and presentation.

MINERALIZATION

Potential mineralization on the properties is recognized as occurring in at least three distinct porphyryrelated styles, and one placer style. The porphyry styles are:

Skarn Cu-Au (EL 2559): boulders of massive magnetite skarn, some containing quartz and copper sulphides, drain from a stream along the SW edge of the Elandora Porphyry body described above. This is in addition to the skarn previously worked by Highland Gold Development during the early 1970s.
Porphyry Cu-Au (both ELs): In EL 2559, all of the Elandora Porphyry exposures so far mapped and observed in the field appear hydrothermally altered to some degree, with zonation thought to be complex. Potassic altered float has been recorded and a melanocratic variety of porphyritic diorite noted hosting finely disseminated copper-stained pyrite and/or bornite. Strongly weathered road cut exposures of clay-sericite(?) altered intrusive and country rock, some transected by

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sheeted and stockwork quartz-clay±limonite veinlets, are common throughout the Tirokave area. In EL 2558, such mineralization is conceptual at this stage, but based on detailed studies of nearby Au-Cu resources.

Epithermal Au-Ag: Crustiform, colloform banded, and sugary quartz float has been recognized from streams draining the ridges southwest of the main intrusive as well as along the Onamunga River, south of Tirokave. Such textures may indicate the presence of epithermal style quartz veins peripheral to Elandora Porphyry/Akuna Intrusive complexes.

The placer style is represented by a perched quartz and magnetite pebble-rich body thought to be around 5m thick, and occasionally worked for alluvial gold by the local people, just south of Tirokave. Other such occurrences have been recognized by previous workers in the area.

DRILLING

Apart from one unsuccessful diamond hole drilled 20.4 m into pyrrhotite-rich skarn mineralization near Tirokave by Highlands Gold Development N. L. during the early 1970s, no drilling has been done over the Property.

SAMPLE PREPARATION, ANALYSIS AND SECURITY

Methods & Analyses

To support exploration conducted over EL 2559 during Q4 2019 and the first half of 2020, the following methods and analyses were employed:

Samples consisting of rock chips, soils, or sediment were collected at the site by PEC’s geologists and placed in labelled, plastic, or calico bags. Bagged samples were carried from the field and stored in a secu Geological logs were compared re place/house for the duration of the work program. Periodically, samples were transported to Intertek Laboratory (ITS) in Lae by PEC’s geologists and or technical staff in specially organized, approved cars or trucks. From the point of collection to subsequent delivery to the analytical laboratory, samples were securely locked or under the direct supervision of PEC’s staff. ITS is a highly regarded, multi-national, ISO17025:2005 accredited analytical and testing laboratory completely independent of PEC. Employees of PEC do not participate in any part of the sample preparation and analytical procedures once samples are submitted to ITS.

On sample submittal at ITS, PEC uses the laboratory’s standard codes for sample preparation and geochemical analysis. A variety of ITS sample preparation and analytical procedures were employed to determine Au, Ag, and multi-elements contained within rock, soils, and stream sediments.

Submitted samples at the Lae prep laboratory are first checked off against the sample submission sheet and the weight of the wet samples logged. They are then dried at 105 deg C. for a minimum of 8 hours or until dry, the oven temperature is monitored and logged routinely. Once the samples are dry they are then crushed in a jaw crusher to a nominal 6-10 mm. Barren material is run between samples to clean the jaws of the crusher. The unit is also cleaned with compressed air between samples. All sizing units at ITS are installed with a dust collection system to minimize airborne contamination dust.

The sample is pulverized to a nominal 95% passing 75μm. Depending on sample size, should multiple batches have to be pulverized they are combined by roll mixing. A sub-sample of approximately 250g is taken for analysis and the remaining pulp is stored. This sub-sample is further split to provide a charge for Fire Assay, done at the Lae laboratory, with the remainder of the material securely dispatched to the ITS laboratory in Townsville, Qld, (ITS lab, Jakarta is another option) for the ICP analyses.

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The analytical processes employed for each sample include:

i. Gold using Fire Assay with an Atomic Absorption Spectrometry Finish on a 50 gm charge (FA50-AA); and
ii. 33-element package (Ag, Al, As, Ba, Bi, Ca, Cd, Ce, Co, Cr, Cu, Fe, K, La, Li, Mg, Mn, Mo, Na, Ni, P, Pb, S, Sb, Sc, Sn, Sr, Te, Ti, Tl, V, W and Zn) using 4 acid digest with ICPOES (Inductively Coupled Plasma Optical Emission Spectrometry) finish (4A/OE33).

QA/QC Procedures & Results

QA/QC procedures were employed during sample collection by PEC’s geologists as well as standard steps taken by ITS during sample preparation and analysis, particularly to avoid cross-contamination.

To ensure required precision and accuracy for all geochemical sampling programs, PEC’s geologists randomly inserted sample blanks (containing no or negligible Au), standards, and sample duplicates into each batch submitted to ITS. All sample standards (Au, Ag, and Cu) including blanks used in the exploration campaigns were prepared and certified by OREAS Labs, Australia.

ITS employs extensive internal QA/Q methods including the use of systematically incorporated certified standards, blanks, and duplicates to assure precision and accuracy. In addition, selected samples are reanalysed to confirm anomalous results. This QC data forms a part of the final report.

A total of 583 samples (224 rock, 96 soil, 122 stream sediment and 141 panned concentrates) were taken over the exploration campaigns, with the addition of 29 QC samples (11 blank, 15 standard, and 3 field duplicates) representing an insertion rate of 1 QC per 20 field samples.

The tabulated results and brief analyses are presented below:

Table 11: EL 2559 – Assay Values returned from Blanks – Q4 2019-Q1 20 Exploration Surveys

BLANK- OREAS C27c(ppm)	BLANK- OREAS C27c(ppm)	BLANK- OREAS C27c(ppm)	BLANK- OREAS C27c(ppm)	BLANK- OREAS C27c(ppm)
		Au1	Au2	Cu
	OREAS Certified Value	<0.002		7.49
Sample ID	Sample Type
PEC000345	SS	0.011		41
PEC000366	SS	<0.005		44
PEC000715	PC	0.117		6
PEC000746	PC	0.072		6
PEC000426	RC	0.029		5
PEC000466	SS	0.015	0.017	5
PEC000489	PC	0.043
PEC000770	PC	0.024
PEC000960	Soil	0.002		4
PEC001040	RC	0.007		4
PEC001120	RC	0.016		4

Regarding the Au values displayed in the above Table 11, only 1 sample in 11 ‘blanks’ reports below the detection limit. The 2 Cu values above 40ppm are likely a result of mislabeling in the field.

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Table 12: EL 2559 – Assay Values returned from Standard 1 – Q4 2019-Q1 20 Exploration Surveys

STANDARD- OREAS 20a(ppm)	STANDARD- OREAS 20a(ppm)	STANDARD- OREAS 20a(ppm)	STANDARD- OREAS 20a(ppm)	STANDARD- OREAS 20a(ppm)
		Au	Ag	Cu
	OREAS Certified Value	<0.003	0.061	45.4
Sample ID	Sample Type
PEC000235	RC	0.009	<0.5	34
PEC000256	RC	0.007	<0.5	30
PEC000393	PC	0.101	<0.5	47
PEC000704	PC	0.108	<0.5	47
PEC000725	PC	0.445	<0.5	47
PEC000735	PC		<0.5	49
PEC000757	PC	2.56	<0.5	47
PEC001020	RC	<0.005
PEC001060	RC	<0.005
PEC001100	RC	<0.005

Table 12, above, displays a pronounced bias of overvaluing Au in PC samples. This is likely a contamination issue due to free gold present in proximal samples. It cannot be determined at this stage whether this occurred in the field or during a sample run in the laboratory. The reason the Au value from sample PEC000735 was not reported is also indeterminate. Values for Ag and Cu are within acceptable limits.

Table 13: EL 2559 – Assay Values returned from Standard 2 – Q4 2019-Q1 20 Exploration Surveys

STANDARD- OREAS 25a(ppm)	STANDARD- OREAS 25a(ppm)	STANDARD- OREAS 25a(ppm)	STANDARD- OREAS 25a(ppm)
		Au	Cu
	OREAS Certified Value	<0.002	33.9
Sample ID	Sampe Type
PEC000302	Soil	0.005	52
PEC000322	Soil	<0.005	32
PEC000792	Soil	<1	25
PEC000940	PC	0.018

Table 13 again displays what is likely contamination of Au values in the PC environment. The Cu values display a relatively broad spread.

Table 14: EL 2559 – Assay Values returned from Standard 3 – Q4 2019-Q1 20 Exploration Surveys

STANDARD- OREAS 45h(ppm)	STANDARD- OREAS 45h(ppm)	STANDARD- OREAS 45h(ppm)	STANDARD- OREAS 45h(ppm)	STANDARD- OREAS 45h(ppm)
		Au	Ag	Cu
	OREAS Certified Value	0.0411	0.147	767
Sample ID	Sample Type
PEC000980	Soil	0.04	<0.5	785

There is no apparent issues with the values displayed in Table 14.

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Table 15: EL 2559 – Assay Values returned from Duplicates – Q4 2019-Q1 20 Exploration Surveys

DUPLICATE SAMPLES(ppm)	DUPLICATE SAMPLES(ppm)	DUPLICATE SAMPLES(ppm)	DUPLICATE SAMPLES(ppm)	DUPLICATE SAMPLES(ppm)	DUPLICATE SAMPLES(ppm)	DUPLICATE SAMPLES(ppm)
Sample ID	PEC000919	PEC000920	PEC000999	PEC001000	PEC001079	PEC001080
Sample Type	PC		SS		RC
Au1	4.1	5.89	0.58	0.886	<0.005	<0.005
Au2		5.88
Ag			<0.5	<0.5	<0.5	<0.5
Cu			56	60	39	41

Comparative values for the duplicate samples displayed in Table 15 are generally well within acceptable limits.

MINERAL RESOURCES AND MINERAL RESERVES

There has been no Mineral Resource estimate prepared for the mineralization discovered to date from either of the Kainantu or the Southwest Kainantu Properties.

EXPLORATION AND DEVELOPMENT

Apart from a brief inspection and engagement with the local people, no exploration work has yet been done over EL 2558.

Recent exploration over EL 2559 by PEC’s geologists and support crew during the last quarter of 2019 involved initially engaging with the local people, followed by a preliminary mapping and sampling drainage survey. This entailed standard stream sediment, panned concentrate and outcrop and float sampling.

This initial phase proved successful in delineating weak to strongly anomalous gold and copper values from rocks and sediments draining from the southern and southwestern edge of the large Elandora Porphyry body, as well as from hydrothermally altered and veined exposures closer to its center. This supported the findings of the previous survey conducted by Indaba Ltd. over the same area during the late 1980s and pointed to the need for follow-up work over the lease.

Subsequent exploration conducted during Q1 plus April 2020 over EL 2559 expanded the previous survey in the Tirokave area and included an initial drainage survey in the Irafo area, centered about 8 km south of Tirokave.

The exploration surveys proved successful in both areas, with mapping and sampling near Tirokave identifying several Au-anomalous hydrothermally altered fault breccia bodies, while anomalous Au and associated elements were recorded within the headwaters of a radially draining ring feature. At least 3 other ring features ranging in diameter from 1.6 km to 5 km, were also recognized forming an approximately 10 km northerly trending belt of potentially shallow-buried intrusive complexes, supported by historic and current exploration observations and results, within and adjacent to EL 2559.

A work plan and budget for the following 18 months exploration over EL 2559 has been proposed. This will largely involve substantial ridge-and-spur soil sampling followed up by trenching to delineate drill targets for 2021. Work over EL 2558 will also commence about that time.

Work plans and budgets for the newly-grantes ELs 2650 and 2652 have yet to be formulated.

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ADJACENT PROPERTIES

The Kainantu Project Properties occur within a well-endowed belt of epithermal and porphyry style mineralization that reportedly contains several major deposits (Figure 43).

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Figure 43: Location of Kainantu District in relation to known mineral deposits of PNG; PNG

Chamber Mines and Petroleum 2011

The Kainantu District, often referred to as the “Kainantu Goldfields” has a relatively long history of exploration and periodic mining for mainly gold, silver, and copper and is well documented in the literature. Since the 1960s, there have been many and varied types of exploration and mining tenure over the District, the predominant and longest-lived (since 1982) covering the Bilimoia field where gold mining has undergone another revival and K92 Mining Ltd. have declared the mine operational since February 2018. This company’s tenement package, including one lease application, totals about 725 km² with its SW corner closest, at about 11 km east, to a northeasterly corner of EL 2559. Apart from this, other companies’ tenement details in the district are unknown to the Report Writer.

The Report Writer has been unable to verify the above information and such information is not necessarily indicative of the mineralization on the property that is the subject of the Technical Report.

At the effective date, PEC’s tenement holding in the district includes EL 2558, EL 2559, EL 2650 and EL 2652 along with two exploration lease applications: ELA 2655 and ELA 2660 (all diagrametically located in Figure 2).

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Figure 2: ELs 2558 & 2559 location in relation to other ELs/ELAs in the Kainantu District; modified from Buku, S., PEC 2020

OTHER RELEVANT DATA AND INFORMATION

The Report Writer knows of no additional relevant data or information that is not contained within this report.

INTERPRETATION AND CONCLUSIONS

No material issues have been identified with PEC’s sampling protocols, with the data collection and management procedures in place being to industry standard and therefore enabling confidence that the samples are representative of the mineralization in grade and location. The Report Writer considers the density of sample data covering the areas of the property that have so far been explored by PEC’s field teams to be adequate.

The sample preparation and analytical work has been undertaken at fully accredited laboratories owned and run by an industry-leading analytical company. The analytical techniques for gold and other elements are considered appropriate for the style of mineralization at the Kainantu Project.

Apart from some easily identifiable and rectifiable issues regarding cross-contamination of PC samples, QA/QC protocols established at the Project are satisfactory. More suitable certified reference material needs to be sourced for future programs. In the opinion of the Report Writer, the analytical results delivered by the ITS Minerals laboratories are sufficiently reliable for the purpose of surface exploration.

Based on the above assessment to the best of the Report Writer’s knowledge, at the time of the Technical Report compilation there are no known environmental, permitting, legal, title, taxation, socio-economic, marketing, political or other relevant issues that could materially impact the continued viability of the Kainantu Project Properties.

PEC’s tenement package is situated within the Papuan Mobile Belt where several world class Au-Cu deposits are well documented and often associated with NE-NNE trending transfer structures.

The Kainantu Property - EL 2558 is situated on the Kainantu NNE trending transfer structure and adjoins K92 Mining Inc.’s tenement package to the NE, with its SW corner about 6 km from the operating mine.

About midway between the mine and KRL’s lease, two historic gold prospects, Maniope and Arakompa, both part of the K92-owned Bilimoia Goldfield hosting the mine along with several other highly

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prospective vein lodes and porphyry targets, were drilled by Highlands Gold Ltd (HGL) during the early ‘90s. They are included in K92’s inventory of near-mine prospects to be further explored.

Detailed studies of hydrothermal fluid flow relative to both prospects (Corbett et al, 1994) led to the prediction of a mineralizing porphyry source to both lodes situated NNE of Arakompa at the intersection of elements of the transfer structure with a mafic intrusive-metamorphic rock contact. This location virtually puts it at the doorstep of EL 2558, possibly within 1km of its SW corner.

It is speculated that mineralizing hydrothermal fluids could also migrate from the porphyry source towards the NNE along the transfer structure and deposit Au-Ag-Cu rich lodes, particularly at or near the intersection with NW trending elements of the Ramu-Markham Fault Zone (RMFZ) closer to the centre of EL 2558.

Research of MRA’s historic database shows that while portions of the EL have been included in various exploration companies’ leaseholds from time to time, the tenement has been largely under-explored.

The relatively small size of the EL, at about 41 km², precludes any relinquishment of area and another 2 years (from August 2020) remains for the lease to be comprehensively explored.

An EL application (ELA 2660) was lodged early in 2020 and covers an area to the east and south adjoining EL 2558. Also under-explored, this area is thought to be shallowly underlain by Akuna Intrusive Complex bodies in juxtaposition with intersecting elements of the NNE trending transfer structure and those of the NW trending RMFZ, leading to potential mineral deposition sites.

EL 2559 is situated within the Kainantu Goldfields District about 34 km SW of K92 Mining Inc’s Bilimoia Gold Mine. The lease contains elements of a significant transfer structure along strike of a first tier Au mine.

Emergent Elandora Porphyry & Akuna Intrusive Complex bodies, thought to be prime sources and drivers of mineralization throughout the Kainantu Goldfields District, are mapped near Tirokave village in the centre of the EL.

Further evidence of shallowly buried intrusive bodies both south and north of Tirokave (Irafo & Mt Yungateia [EL 2650]), indicate a broad 10 km long northerly trending belt thought prospective for porphyry and intrusive-related Au-Cu.

Such evidence includes at least 4 recently identified topographic ring features, historic reports of the presence of porphyritic intrusive rocks, hornfels, hydrothermal alteration, and past and present gold panning activities throughout much of the drainages.

Historic first-pass drainage sampling Au-Cu anomalies are described from 1980s-90s reports in the Tirokave and Irafo areas, with recommendations for further work by the authors (not followed-up by the respective companies). A Cu-anomalous skarn prospect near Tirokave was explored (including three adits and one inconclusive DDH) in the 1970s.

The evidence is supported by the current exploration programs undertaken by PEC’s team during Q4 2019 and Q1-Q2 2020. Multiphase intrusive rocks and widespread hydrothermal alteration mapped in the Tirokave area suggest mineralizing magmas may have been intruded at different levels over a prolonged time span. Both porphyry (intensely oxidized stockworked phyllic zone(?) – 0.14ppm Au from a channel sample) and low sulphidation epithermal styles of mineralization are noted.

In addition, substantial zones of hydrothermally altered (clay-quartz-adularia) fault breccia were also identified here, with sampling indicating weak but consistently anomalous Au from the intensely

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weathered & leached breccia exposures. Structural permeability should be enhanced in these breccia zones, leading to better chances of mineralization. Such zones may be replicated, particularly at various orientations around the margins of the ring features, and, with further exploration, become prime drill targets.

The current survey returned numerous PC samples highly Au anomalous (up to 105ppm) along with sporadic low to moderately anomalous SS (up to 0.36ppm), RF (up to 0.12ppm), RO (up to 0.944ppm), and CC (up to 0.14ppm, 4,046ppm Cu), some spatially coincident, all associated with the Tirokave ring feature.

Certain rock and drainage samples returned coincident anomalous Au-Ag-Cu-Mo±Sb±Te±W±Zn which is similar to the geochemical signature often noted in the Bilimoia Field, host to K92’s Au mine. Detailed studies in this field indicate several different phases of mineralization occurred within structurally controlled zones of extraordinary vertical dimensions over prolonged periods of time. Such samples will require follow-up.

An aggressive program of ridge-and-spur soil sampling and trenching is planned to cover the bulk of the Tirokave ring feature over the following 2 quarters to rapidly delineate drill targets.

The Irafo program confirmed historic exploration reports and was successful in delineating one drainage system underlain by intrusive rocks and exhibiting coincident anomalous Au in two SS (maximum of 0.58ppm) and one PC (4.1ppm) samples. The ridges inter-fingering with and adjacent to the system will also require ridge-and-spur soil sampling while the western sector of the prospect requires first pass drainage sampling.

The Tebeo Prospect, adjacent to Tirokave, together with the Tigunta Prospect situated along the western to northern fall of the ring features, both exhibit historic significant anomalous Au-Ag-Cu drainage geochemistry with hydrothermal alteration and mineralization described in rock float and outcrop. Exploration over these prospects may be fast-tracked after some drainage sample verification, with a soil sampling/trenching program planned to commence Q3 2020.

Due to EL 2559’s size (225km²), no part of the tenement need be relinquished for at least another 2 years (from August 2020), allowing time to complete at least a first-pass drainage survey of the remainder of the EL.

Surrounding contiguous lease applications are also noted to contain valid historical and recently identified prospects: EL 2650 – Mt Yungateia intrusive related Au; EL 2652 – Kokopi skarn Au-Cu; EL 2660 – Onteru/Onteru Nth Au±Cu skarns (also possible porphyry Au-Cu potential as highlighted in a past K92 Mining Inc prospect map).

It is considered key that the portion of the aeromagnetic/radiometric data/imagery generated by Barrick in 2008 that covers the bulk of the Kainantu Project leases and lease applications should be interpreted by a specialist geophysicist and placed in context with the structure/alteration/mineralization characteristics of the Kainantu District.

Overall, the work done to date over the Kainantu Project has met the original objectives of the survey in that potentially economic mineralization had been confirmed and sampled.

The Report Writer agrees with PEC’s Exploration and Mining Division interpretations and conclusions and is of the opinion that the Properties have sufficient merit to warrant further exploration.

The Report Writer is not aware of any significant risks and uncertainties that could affect the reliability or confidence in the exploration information detailed above.

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RECOMMENDATIONS

EL 2558

For the moment, exploration on EL 2558 is still undergoing planning and no budgeting has been attempted. An outline of the initial exploration plan is presented below.

Field Program

The 2020-21 field program over EL2558 will consist of geological mapping in conjunction with geochemical drainage sampling in the southern portion of the tenement. Targetted drainages are outlined in Figure 44. All tributaries within these drainages will also be traversed and mapped. Rock chips, stream sediments and panned concentrate samples will be collected while mapping the streams, along with petrological samples where appropriate.

==> picture [276 x 211] intentionally omitted <==

Figure 44: EL 2558 drainages targetted (dashed lines) for initial mapping & sampling survey; PEC, 2019

Field work will likely be carried out during either the latter half of 2020 or early 2021, by at least 7 staff from PEC’s Exploration and Mining Division. This would normally comprise 3 exploration geologists, 1 graduate geologist, and 2 geological/logistical technical officers, overseen by PEC’s Team Leader and supported by at least 1 vehicle. Local labour will be hired when and where appropriate.

Geological Mapping

Geologic mapping will focus on determining the distribution, character and controls to any mineralization identified. As outcrop exposure in the prospect area was noted to be generally poor due to soil/scree cover, work will be mainly confined to creek traverses. All rock outcrops will be recorded with measurements of structures, veins, bedding and foliation collected where applicable.

Surface Geochemical Sampling

Geochemical sampling done in conjunction with the mapping program will involve taking stream sediment and panned concentrate samples, generally from adjacent sites just upstream of junctions, and float and outcrop rock samples where appropriate (described in more detail in Section 9.2.2).

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Reconnaissance soil samples will be taken over soil/scree covered areas considered, by various reasons, prospective enough to warrant a larger coverage.

At this stage, all samples will be prepared and analysed by an overseas internationally accredited laboratory. All rock, panned concentrate, and stream sediment samples will be analysed by 50g fire assay for gold, with soil samples to be assayed by 30g fire assay with a lower detection limit (1ppb Au) available. Considering the multi-element associations of targetted mineralization described in Section 8, a multi-element suite using ICP methods will be appropriate. These methods are further described in Section 11.

Geophysics

PEC is in the process of contacting geophysical contractors to determine a cost and time frame for interpreting the aeromagnetic/radiometrics survey commissioned by Barrick that was flown over the district during 2008. Such interpretation will be integrated with the results derived from the program described above.

EL 2559

For future exploration over EL 2559, the Report Writer agrees with PEC’s staff and management to an 18 month exploration program and budget of US$850,000 for a single-staged campaign over each of the 8 prospects so far identified within the lease.

It is envisaged that at the end of each sub-program, if not before, the respective data will be evaluated and a decision to continue exploring each prospect, likely including a drilling stage, be made. Details for the estimated time line and budget for the program are presented below in Table 16.

The budget does not include any overhead costs, but includes logistical support for the programs, consumables, interpretation of data, expansion of the number of personnel and in-country administration.

The Report Writer considers the budget reasonable for the work planned over the time scale and sufficient to achieve the planned objectives.

Planning work has yet to begin on the newly granted ELs 2650 and 2652.

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Table 16: 18 Month Work Plan & Budget for EL 2559

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18 Month Work Plan & Budget for EL 2559
Prospect Name/ Mineralization Style Activity May-20 Jun-20 Jul-20 Aug-20 Sep-20 Oct-20 Nov-20 Dec-20 Jan-21 Feb-21 Mar-21 Apr-21 May-21 Jun-21 Jul-21 Aug-21 Sep-21 Oct-21 Total
Central Area Aganunofi; Bx ( - Tirokave hosted & Placer Au ) Extension Mapping 3
R & S Soil Sampling 8
Avananofi; Porph & IR Cu-Au Trenching, Mapping & SamplingAnExtension MappingR & S Soil Samplingalysis of Results, Reporting 3 8 84 8 8
Tebeo; Porph & IR Cu-Au, Skarn Cu Trenching, Mapping & SamplingAnDrainage Sampling (Verification)alysis of Results, Reporting 3 8 8 8 8
MappingR & S Soil Sampling 6 4 8
Tigunta; Porph & IR Cu-Au Trenching, Mapping & SamplingAnDrainage Sampling (Verification)alysis of Results, Reporting 8 8 8 86 8
Mapping
Kakopi; Skarn Au-Cu R & S Soil SamplingTrAnR & S Soil Samplingeanlyschinisg,of R Mappesuinlts,g R&epoSamrtpinling g 8 8 8 8 8 8
Trenching, Mapping & SamplingAnalysis of Results, Reporting 8 8
Sout Irafo/Moife; Epithermal Au, (+ deeper IR Au hern Area -Cu?) Extension MappingR & S Soil Sampling 3 8 4
Trenching, Mapping & SamplingAnalysis of Results, Reporting 8 8 8 8
Southern intrusive; Porph & IR Cu-Au (?) Drainage Sampling 6
Mapping
R & S Soil Sampling 8
Trenching, Mapping & SamplingAnalysis of Results, Reporting 8 8
N Mahenave; Porphyry & Skarn Cu orthern Area -Au Drainage Sampling 6 6
Mapping
R & S Soil Sampling 8 8
Regional / Other Studies Trenching, Mapping & SamplingAnalysis of Results, Reporting 8 8 8 8 8
Geological interp of aeromagPetrological Interp of prospect rx
No. of Assay SamplesNo. of Local Labour 102 10028 10024 15028 15032 15024 15024 15022 15022 15020 15024 15024 15024 1508 10016 10016 5016 00 2100
OPEX May-20 Jun-20 Jul-20 Aug-20 Sep-20 Oct-20 Nov-20 Dec-20 Jan-21 Feb-21 Mar-21 Apr-21 May-21 Jun-21 Jul-21 Aug-21 Sep-21 Oct-21 Total
DaysEmployees 3115 3015 3115 3115 3015 3115 3015 3115 3115 2815 3115 3015 3115 3015 3115 3115 3015 3115
Expat Salaries $ 5,000 $ 5,000 $ 5,000 $ 5,000 $ 5,000 $ 5,000 $ 5,000 $ 5,000 $ 5,000 $ 5,000 $ 5,000 $ 5,000 $ 5,000 $ 5,000 $ 5,000 $ 5,000 $ 5,000 $ 5,000 $ 90,000
Staff Salaries $ 18,603 $ 18,603 $ 18,603 $ 18,603 $ 18,603 $ 18,603 $ 18,603 $ 18,603 $ 18,603 $ 18,603 $ 18,603 $ 18,603 $ 18,603 $ 18,603 $ 18,603 $ 18,603 $ 18,603 $ 18,603 $ 334,854
Casual (Geos x3 + Local labour)Food and Messing Fuel $ $ $ 7,5,5801,626828 $ $ $ 11,4685,4001,575 $ $ $ 10,4185,5801,628 $ $ $ 11,4685,5801,628 $ $ $ 125,4001,575,518 $ $ $ 10,4185,5801,628 $ $ $ 10,4185,4001,575 $ $ $ 9,8935,5801,628 $ $ $ 9,8935,5801,628 $ $ $ 9,3685,0401,470 $ $ $ 10,4185,5801,628 $ $ $ 10,4185,4001,575 $ $ $ 10,4185,5801,628 $ $ $ 6,5,4001,575218 $ $ $ 8,3185,5801,628 $ $ $ 8,3185,5801,628 $ $ $ 8,3185,4001,575 $ 4,118 $ $ $ 169,66593,27,195240
Assay $ - $ 2,880 $ 2,880 $ 4,320 $ 4,320 $ 4,320 $ 4,320 $ 4,320 $ 4,320 $ 4,320 $ 4,320 $ 4,320 $ 4,320 $ 4,320 $ 2,880 $ 2,880 $ 1,440 $ - $ 60,480
Other (Sample bags, phone charges, Stationary, medical, Safety etc) $ 2,000 $ 2,000 $ 2,000 $ 2,000 $ 2,000 $ 2,000 $ 2,000 $ 2,000 $ 2,000 $ 18,000
Rostered Travel (Domestic)Rostered Travel (International)Visa Work Permits $ $$ 3,3751,500200 $ $$ 3,375-- $$ 1,500200 $ $$ 3,375-- $ $$ 3,3751,500200 $$ -- $ $$ 3,3751,500200 $ $$ 3,375-- $$ 1,500200 $ $$ 3,375-- $ $$ 3,3751,500200 $$ -- $ $$ 3,3751,500200 $ $$ 3,375-- $$ 1,500200 $ $$ 3,375-- $$ 1,500200 $ 3,375 $ $$ 40,50013,5001,800
Contractors (Geophysics, Petrology, etc) $ 5,000 $ 5,000
Total $ 45,153 $ 53,301 $ 47,808 $ 49,973 $ 54,491 $ 45,548 $ 52,391 $ 48,398 $ 48,723 $ 47,176 $ 52,623 $ 45,316 $ 52,623 $ 44,491 $ 45,708 $ 45,383 $ 44,036 $ 31,096 $854,234
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Selected Consolidated Financial Information and Management’s Discussion and Analysis

Appendix “C” to this Filing Statement contains audited consolidated financial statements of KRPL for the period of incorporation on August 21, 2019 to December 31, 2019 and the period from January 1, 2020 to July 31, 2020. The following table sets forth selected information regarding the expenses of KRPL for such period. Such information is derived from KRPL’s financial statements and should be read in conjunction with such financial statements.

Income Statement Data Total Expenses Net Loss and Comprehensive Loss Balance Sheet Data Total Assets Total Liabilities Shareholders’ Equity	For the Period Ended July 31, 2020 USD $(85,458) USD $(86,963) USD $2,862,780 USD $(149,116) USD $(2,713,664)	For the Period Ended December 31, 2019

		USD $(1,584) USD $(1,550) USD $2,974 USD $(2,355) USD $(619)

Appendix “E” to this Filing Statement contains audited carve-out financial statements of KRPL for the year ended December 31, 2019 and interim unaudited statements from January 1, 2020 to May 31, 2020. The following table sets forth selected information regarding such period.

Income Statement Data Total Expenses Net Loss and Comprehensive Loss Balance Sheet Data Total Assets Total Liabilities Shareholders’ Equity	For the Period Ended December 31, 2019 USD $918,695 USD $918,929 USD $56,558 USD $(25,934) USD $30,624	For the Period from January 1, 2020 to May 31, 2020

		USD $563,167 USD $570,447 USD $471,510 USD $(465,521) USD $5,989

Management Discussion and Analysis

MD&A for the financial year ended December 31, 2019 is attached hereto as Appendix “D”. The MD&A should be read in conjunction with KRPL’s audited annual financial statements for the fiscal year ended December 31, 2019 together with the notes thereto, which are attached to this Filing Statement as part of Appendix “C”.

MD&A for the period ended July 31, 2020 is also attached hereto as Appendix “D”. The MD&A should be read in conjunction with the Corporation’s financial statements for the period ended July 31, 2020 together with the notes thereto, which are attached to this Filing Statement as part of Appendix “C”.

MD&A for the financial year ended December 31, 2019 is also attached hereto as Appendix “F”. The MD&A should be read in conjunction with the Corporation’s audited carve-out financial statements of

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KRPL for the year ended December 31, 2019, together with the notes thereto, which are attached to this Filing Statement as part of Appendix “E”.

MD&A for the period from January 1, 2020 to May 31, 2020 is also attached hereto as Appendix “F”. The MD&A should be read in conjunction with the Corporation’s interim unaudited statements from January 1, 2020 to May 31, 2020, together with the notes thereto, which are attached to this Filing Statement as part of Appendix “E”.

Description of KRPL’s Securities

KRPL Shares

KRPL’s authorized share capital consists of unlimited KRPL Shares. As at the date of this Filing Statement, 20,000,000 KRPL Shares are issued and outstanding.

The holders of KRPL Shares are entitled to receive notice of, and to attend and vote at, all meetings of shareholders (other than meetings at which only holders of another class or series of shares are entitled to vote). Each KRPL Share carries the right to one vote. In the event of the liquidation, dissolution or winding-up of KRPL, the holders of KRPL Shares will be entitled to receive on a pro rata basis, all of the assets remaining after the payment by KRPL of all of its liabilities. The holders of KRPL Shares are entitled to receive any dividends declared by KRPL in respect of the KRPL Shares, subject to the rights of holders of other classes ranking in priority to the KRPL Shares with respect to the payment of dividends, on a pro rata basis.

KRPL Warrants

Upon closing of the Private Placement, KRPL will issue 7,500,000 KRPL Warrants that will entitle the holder to purchase KRPL Shares at an exercise price of $0.40 per KRPL Share for a period of three (3) years following the date of issuance, subject to accelerated exercise. The KRPL Warrants will be subject to accelerated exercise, in whole or in part at the sole discretion of the Board, on notice by PLB if the Shares trade on the Exchange following completion of the Qualifying Transaction at a Volume Weighted Average Price (as defined below) of $0.80 or more per Share for any period of not less than ten (10) consecutive trading days after that date which is 30 days after completion of the Qualifying Transaction. For the purposes of this section, “ Volume Weighted Average Price ” means, with respect to the Shares on any date, the ratio of the total value of Shares traded to the total volume traded on such date on the Exchange.

Consolidated Capitalization

The following table sets forth KRPL’s consolidated capitalization as at the dates indicated.

Designation of Security	Amount authorized/ or to be authorized	Amount outstanding as of the date of the most recent balance sheet contained in the filing statement	Amount outstanding as of July 27, 2020
KRPL Ordinary Shares1	Unlimited	40,000,0002	20,000,0003

Notes:

KRPL completed a consolidation of Ordinary Shares on July 27, 2020 on a 1 for 2 basis.
Amount outstanding on a pre-consolidation basis.
Amount outstanding on a post-consolidation basis.

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Prior Sales

The following table summarizes the sales of KRPL’ shares within the 12 months prior to the date of this Filing Statement on a post consolidation basis, being the only securities of KRPL sold during such period:

Date	Number of KRPL Shares Issued	Issue Price Per KRPL Share	Consideration Received(USD)
August 21, 2019	1,500	$1.446	2,169
June 1, 2020	2,200,000	$0.0000004	8
June 1, 2020	17,798,500	$0.157	2,800,000

Stock Exchange Prices

The KRPL shares are not listed on a Canadian or foreign stock exchange or traded on a Canadian or foreign market.

Executive Compensation

The following discussion describes the significant elements that are expected to comprise KRPL’s executive compensation program, with particular emphasis on the process for determining compensation payable to NEOs of KRPL. KRPL’s directors are Geoffrey Lawrence, Matthew Salthouse and Bart Lendrum. The CEO and CFO of KRPL are Matthew Salthouse and Bart Lendrum, respectively. From June 1, 2020 Matthew Salthouse has received $11,457 for services provided by Axis Mining Pte Ltd., and no other executive compensation has been paid to date.

Compensation Discussion and Analysis

KRPL expects to adopt a holistic executive compensation program on or following the conclusion of the Qualifying Transaction that will be designed to reinforce a strong link between pay and performance in order to attract leading talent, retain and motivate top performers, promote a pay for performance culture with an emphasis on variable compensation, specifically annual incentives, and align with good or best market practices for a TSXV-listed company.

Incentive Plan Awards

KRPL does not have any incentive plans, pursuant to which compensation that depends on achieving certain performance goals or similar conditions within a specified period is awarded, earned, paid or payable to the directors and officers of KRPL.

Pension Plan Benefits

KRPL does not have a pension plan that provides for payments or benefits to the directors or officers of KRPL at, or in connection, with retirement.

Employment Contracts

KRPL is not a party to any employment contracts.

Termination and Change of Control Benefits

KRPL is not a party to any contracts that provide for termination or change of control benefits.

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Director Compensation

Moon Jun Chin received compensation of USD $731 as a nominee director from incorporation. No compensation of any form is currently paid to the directors of KRPL in their capacity as directors of KRPL.

Management Contracts

There are no management contracts where management functions of KRPL are performed by a person other than the directors or senior officers of KRPL.

Non-Arm’s Length Party Transactions

Other than as disclosed elsewhere in this Filing Statement, KRPL has not entered into any non-arm’s length party transactions or proposed transactions for the acquisition of assets or services or provision of assets or services in any transaction from the date of its incorporation to the date of this Filing Statement.

Legal Proceedings

There are no legal proceedings or regulatory actions material to KRPL to which it is a party, or to which it has been a party since its incorporation, or of which any property or asset of KRPL is or has been the subject matter of since its incorporation, and no such proceeding is known by KRPL to be contemplated.

Material Contracts

Except for contracts entered into in the ordinary course of business, as of the date of this Filing Statement, the only material contracts which KRPL or KRL has entered or will enter into are set out below:

(a) Share Exchange Agreement;
(b) Option Agreement; and
(c) Services Agreement.

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INFORMATION CONCERNING THE RESULTING ISSUER

The following information is presented on a post-Closing basis and is reflective of the projected business, financial and share capital position of the Resulting Issuer. As the Resulting Issuer will be the same corporate entity as the Corporation, this section only includes information respecting the Resulting Issuer that is materially different from information provided earlier in this Filing Statement regarding the Corporation pre-Closing. See the various headings under “Information Concerning the Corporation” and “Information Concerning KRPL” for additional information regarding the Corporation and KRPL. See also the pro forma financial statements of the Resulting Issuer attached hereto as Appendix “G”.

Corporate Structure

Name and Incorporation

Following the completion of the Proposed Transactions, the Resulting Issuer, will own all of the KRPL Shares and the Resulting Issuer will continue to exist under the BCBCA. The Resulting Issuer proposes to change its name from “PLB Capital Corp.” to “Kainantu Resources Ltd.”

The head office of the Resulting Issuer will be located at 3 Philip Street, #19-01 Royal Group Building Singapore 048693 and the registered and records office of the Resulting Issuer will be located at Suite 2080, 777 Hornby Street, Vancouver, British Columbia, V6Z 1S4.

Intercorporate Relationships

Upon completion of the Proposed Transactions, the Resulting Issuer will hold 100% of the issued and outstanding shares of KRPL, which will in turn hold 100% of the outstanding shares of KRL.

Narrative Description of the Business

At Closing, the Resulting Issuer will indirectly own 100% of the interests held by KRL in the Project. The Resulting Issuer expects to have sufficient cash resources to undertake the exploration and development programs outlined in the Technical Report.

Stated Business Objectives and Milestones

The Resulting Issuer’s immediate short-term objectives will be to:

complete focused field work on the Project;
commence a targeted drilling program; and
develop and inferred resource.

The Resulting Issuer’s long-term objectives will be to (i) move the Project into the development phase, and (ii) develop a platform to pursue corporate initiatives in the Asia Pacific region.

The principal milestones that must occur for the stated short-term business objectives described above to be accomplished are as follows:

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Milestone	Commencement Date	Target Date	Estimated Cost
Have sufficient funds to pay for the costs of the Proposed Transactions	June 16, 2020	October 15, 2020	$462,457
Completion of recommended work program	August 15, 2020	Within 12 months following completion of the Proposed Transactions	$1,114,025
Have sufficient funds to pay for general and administrative costs		Within 12 months following completion of the Proposed Transactions	$602,221
Have a minimum of $100,000 for unallocated workingcapital		On Closing	$523,638

The exploration budget includes the $1,114,025 recommended work program set out in the Technical Report on the Exploration Licences.

Description of the Securities

The Resulting Issuer Shares will have the same rights, privileges, restrictions and conditions as the rights, privileges, restrictions and conditions attaching to the Corporation’s Shares. See “ Part II – Information Concerning the Corporation – Description of Securities. ”

Resulting Issuer Warrants

Upon implementation of the Share Exchange Agreement, PLB will issue to the Vendors and the Private Placement shareholders one-half of one common share purchase warrant of PLB (each whole warrant, a “ Warrant ”).

Each Warrant shall entitle the holder to purchase one Share at a price of $0.40 per Share for a period of thirty-six (36) months from the Closing Date of the Qualifying Transaction. The Warrants will be subject to accelerated exercise, in whole or in part at the sole discretion of the Board, on notice by PLB if the Shares trade on the Exchange following completion of the Qualifying Transaction at a Volume Weighted Average Price (as defined below) of $0.80 or more per Share for any period of not less than ten (10) consecutive trading days after that date which is 30 days after completion of the Qualifying Transaction. For the purposes of this section, “ Volume Weighted Average Price ” means, with respect to the Shares on any date, the ratio of the total value of Shares traded to the total volume traded on such date on the Exchange.

Pro Forma Consolidated Capitalization

The following table outlines the expected share capitalization of the Resulting Issuer on completion of the Proposed Transactions:

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Designation of Security	Amount authorized or to be authorized	Amount outstanding, on a pro forma basis as at October 29, 2020 after giving effect to the Proposed Transactions
Common Shares	Unlimited	39,000,000
Options	3,900,000	400,000
Warrants1	N/A	8,970,000

Notes:

This includes:
(a) 100,000 Outstanding Agent’s Warrants;
(b) 490,000 PI Financial Warrants;
(c) 560,000 Broker Warrants;
(d) 320,000 Finder Warrants; and
(e) 7,500,000 Warrants.

Fully Diluted Share Capital

The following table outlines the expected number and percentage of Resulting Issuer Shares to be outstanding on a fully diluted basis after giving effect to the Proposed Transactions, including the Private Placement:

Designation of Security	Number on a pro forma basis after giving effect to the Proposed Transactions	Approximate Percentage of Total (%)	Exercise Price
ResultingIssuer Shares
Common Shares	39,000,0001	73.1%	N/A
Deferred Consideration Shares	5,000,000	9.4%	N/A
Total Resulting Issuer Shares	44,000,000	82.5%	N/A
ResultingIssuer Options
Options	400,000	0.7%	$0.10
Total Resulting Issuer Options	400,000	0.7%	$0.10
ResultingIssuer Warrants
OutstandingAgent’s Warrants	100,000	0.2%	$0.10
PI Financial Warrants	490,000	0.9%	$0.40
Broker Warrants	560,000	1.0%	$0.20
Finder Warrants	320,000	0.6%	$0.20
KRPL Warrants	7,500,000	14.1%	$0.40
Total Resulting Issuer Warrants	8,970,000	16.8%	$0.38
Total Fully Diluted	53,370,000	100%	N/A

Notes: 1. This includes:

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(a) 28,900,000 issued to Vendors; (b) 2,100,000 issued to Shareholders; and (c) 8,000,000 issued to Private Placement Shareholders.

Other than the securities set out above, no other securities will be outstanding which are convertible into, or exchangeable for, Resulting Issuer Shares following completion of the Proposed Transactions.

Available Funds and Principal Purposes

The Resulting Issuer is expected to have approximately $3,100,000 available to it on Closing; and is expected to use the funds available to it in furtherance of its stated business objectives which are summarized in the table appearing below.

Sources of Funds:	Estimated Funds Available (Cdn$)
Workingcapital of the Corporation as at August 31,2020	$100,000
Workingcapital deficit of KRPL as at August 31,2020	$(180,000)(1)
Proceeds from the Private Placement	$3,000,000(2)
Total	$2,920,000

Notes:

(1) Working capital deficit of USD$137,941 converted to CAD$ utilizing the Bank of Canada noon spot rate as at August 31, 2020.

(2) Assuming the gross proceeds from the Private Placement in the minimum amount of $3,000,000.

The Resulting Issuer intends to expend the funds available as follows:

Anticipated Use of Funds	Estimated Cost
Costs related to the Proposed Transactions	$462,457
Kainantu Gold Project – 18-month Exploration Program	$1,114,025
License fees and exploration commitments on License Applications	$217,659
General and administrative costs for next 12 months	$602,221
Unallocated WorkingCapital	$523,638
Total	$2,920,000

The general and administrative costs for the Resulting Issuer (excluding KRPL) are estimated as follows:

Item	$
Accounting (including CFO), Audit and Tax	119,545
Directors Fees	108,000
Filing and regulatory	64,950
Insurance	25,000
Investor Relations	30,000
Legal and Company Secretarial Fees	78,000
Management (including CEO)	92,726
Office, Miscellaneous and Travel	84,000
TOTAL	602,221

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Based on current projections, the Resulting Issuer’s working capital available for funding ongoing operations is expected to meet its expenses for a minimum period of 12 months following the Closing Date.

Notwithstanding the proposed uses of available funds outlined above, there may be circumstances where, for sound business reasons, a reallocation of funds may be necessary. It is difficult, at this time, to definitively project the total funds necessary to effect the planned activities of the Resulting Issuer. For these reasons, management of the Corporation considers it to be in the best interests of the Resulting Issuer and its shareholders to afford management a reasonable degree of flexibility as to how the funds are employed among the uses identified above, or for other purposes, as the need arises. Further, the above uses of available funds should be considered estimates. See “ Forward-Looking Information ”.

Dividends

It is not contemplated that any dividends will be paid on the Resulting Issuer’s Shares in the immediate future following completion of the Proposed Transactions, as it is anticipated that all available funds will be invested to finance the growth of the Resulting Issuer’s business. The Board will determine if, and when, dividends will be declared and paid in the future from funds properly applicable to the payment of dividends based on the Resulting Issuer’s financial position at the relevant time. All of the Resulting Issuer’s Shares are entitled to an equal share in any dividends declared and paid. See “ Forward-Looking Information ”.

Principal Securityholders

The following persons will hold 10% or more of the issued and outstanding Resulting Issuer Shares following completion of the Proposed Transactions:

Name and municipality of residence	Number or amount and percentage of securities owned of each class after giving effect to the Proposed Transactions	Number or amount and percentage of securities owned of each class after giving effect to the Proposed Transactions	Whether the securities are owned both of record and beneficially, of record only, or beneficially only
Geoffrey Allan Lawrence Singapore	11,980,540 Shares / 30.7%	1,169,433 Warrants / 13.0%	Securities to be owned beneficially through SWML
Nathan Paul Daly Singapore	4,912,533 Shares / 12.6%	718,342 Warrants / 8.0%	Securities to be owned beneficiallythrough Tanuki
Iain John Deay Singapore	5,117,241 Shares/ 13.1%	748,276 Warrants / 8.3%	Securities to be owned beneficiallythrough SCL

It is not anticipated that any other person will own of record or beneficially, directly or indirectly, or exercise control or discretion over, more than 10% of the Resulting Issuer Shares following completion of the Proposed Transactions. See “ Forward-Looking Information ”.

Directors, Officers and Promoters

Board of Directors

At Closing, the directors, officers and promoters of the Resulting Issuer will be comprised of the individuals set out below.

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Name and Municipality of Residence	Position or Office	Principal Occupation During Past 5 Years	Director / Officer of Resulting Issuer Since	Number and Percentage of Resulting Issuer Shares Owned
Matthew Salthouse of Singapore, Singapore	CEO and Director	Mr. Salthouse is the current Commercial/Mining Director for PEC and has previously held senior executive roles in various public mining ventures, including OceanaGold Corporation (TSX: OGC), Archipelago Resourcesplc and REA Holdingsplc.	Upon completion of Proposed Transactions	2,951,865 / 7.6%
Bart Lendrum of Singapore, Singapore	Chief Financial Officer	Mr. Lendrum is a Chartered Accountant and the Financial controller for PEC. Mr Lendrum has held senior financial management roles including at Archipelago Resources plc and other listed resource entities in the Asia Pacific region.	Upon completion of Proposed Transactions	1,000,000 / 2.6%
Marcus Engelbrecht of Melbourne, Australia	Chairman and Director	Mr. Engelbrecht was the CFO for the BHP Diamonds and Specialty Products group with global responsibilities across six continents. Mr. Engelbrecht later went on to be CFO/Acting CEO for OceanaGold Corporation (TSX: OGC) and Managing Director of Archipelago Resources plc and several other listed companies.	Upon completion of Proposed Transactions	Nil
Geoff Lawrence of Singapore, Singapore	Director	Mr. Lawrence is the current CEO of PEC in Papua New Guinea. Mr. Lawrence brings a wealth of knowledge to operating in Papua New Guinea, the Pacific Islands, and South East Asia, having amassed an extensive list of key government and corporate contacts within those areas.	Upon completion of Proposed Transactions	11,980,540 / 30.7%
David Loretto of Squamish, British Columbia	Director	Mr. Loretto is an exploration geologist and entrepreneur. Mr. Loretto currently serves as President and a director for Kingfisher Resources Ltd., as well as a director for Interlapse Technologies Corp. (TSXV: INLA) and PLB(TSXV: PLB.P)	Upon completion of Proposed Transactions	40,000 / 0.1%
Giuseppe (Pino) Perone of Vancouver, British Columbia	Corporate Secretary	Mr. Perone is a lawyer by background and has extensive corporate experience that stems from practicing as corporate counsel, as well as serving as an executive and director, for various public and private companies in the resource and technology sectors. Mr. Perone currently acts as General Counsel and Corporate Secretary of TAG Oil Ltd. (TSXV: TAO), as President, Corporate Secretary and a director of Interlapse Technologies Corp. (TSXV: INLA), as CEO, CFO, Corporate Secretary and a director of PLB (TSXV: PLB.P) and as a director of McorpCX,Inc.(TSXV: MCX).	Upon completion of Proposed Transactions	20,000 / 0.05%

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Each of the Resulting Issuer’s directors are elected by the Corporation’s shareholders at an annual general meeting to serve until the next annual general meeting of shareholders or until a successor is elected or appointed.

Assuming completion of the Proposed Transactions, the directors and officers of the Resulting Issuer as a group will beneficially own, directly or indirectly, or exercise control or direction over, an aggregate of 15,992,405 Resulting Issuer Shares, representing approximately 41% of the then issued and outstanding Resulting Issuer Shares upon Closing.

Management, Directors and Officers

The following is a description of the education and work experience of each of the members of management for the Resulting Issuer:

Matthew Salthouse, CEO and Director

Mr. Salthouse has over 25 years of executive experience in the natural resource sector and has been integral in developing and operating gold mines across Asia Pacific, including the Didipio and Toka Tindung gold mines. He has successfully originated and executed a range of capital market and corporate development initiatives, focusing on commodities and mining in AsiaPacific. Mr. Salthouse is the current Commercial/Mining Director for PEC and has previously held senior executive roles in various public mining ventures, including OceanaGold Corporation (TSX: OGC), Archipelago Resources plc and REA Holdings plc. Mr. Salthouse holds a B.Ec. and LL.B. from Monash University.

Bart Lendrum, Chief Financial Officer

Mr. Lendrum is a Chartered Accountant with over 20 years of Australian and international experience in the mining, resources and services industries across the Australian and London Stock Exchanges with a particular focus on the Asia Pacific region.

Mr. Lendrum commenced his career at PricewaterhouseCoopers in professional services and has held a number of senior financial management roles including as Group Financial Controller of Archipelago Resources plc. His experience and responsibilities have included corporate finance, commercial and procurement, project evaluation and corporate governance, and he has been instrumental in establishing business systems to transition assets from project development phase through to successful production.

Mr. Lendrum is a member of the Australian Institute of Chartered Accountants and holds a Bachelor of Commerce degree from the University of Western Australia as well as post graduate qualifications from the Financial Services Institute of Australia and the Governance Institute of Australia.

Marcus Engelbrecht, Chairman and Director

Mr. Engelbrecht is a Canadian born mining executive with 37 years of experience in the industry. He was the CFO for the BHP Diamonds and Specialty Products group with global responsibilities across six continents. Mr. Engelbrecht later went on to be CFO/Acting CEO for OceanaGold Corporation (TSX: OGC) and Managing Director of Archipelago Resources plc and several other listed companies. He has extensive board and corporate experience with a detailed understanding of how to operate in developing countries; having overseen the successful commissioning of the Toka Tindung gold mine, amongst other projects.

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Geoff Lawrence, Director

Mr. Lawrence has over 18 years of executive experience in the managed services and energy sector, most recently over the last 7 years as the CEO of PEC in Papua New Guinea. Under the guidance of Mr. Lawrence, PEC has emerged as the lead mid-market EPC contractor in Papua New Guinea, delivering significant projects of national interest, including a newly constructed 45 MW gas fired power station located in Port Moresby. Mr. Lawrence brings a wealth of knowledge to operating in Papua New Guinea, the Pacific Islands, and South East Asia, having amassed an extensive list of key government and corporate contacts within those areas.

David Loretto, Director

Mr. Loretto is an exploration geologist and entrepreneur, having received a B.Sc (Hons) in Geological Sciences from Queen’s University and was an exploration team member on the Brucejack deposit with Pretium Resources Inc. (TSX: PVG). Mr. Loretto currently serves as President and a director for Kingfisher Resources Ltd., as well as a director for Interlapse Technologies Corp. (TSXV: INLA) and PLB (TSXV: PLB.P)

Giuseppe (Pino) Perone, Corporate Secretary

Mr. Perone is a lawyer by background and has extensive corporate experience that stems from practicing as corporate counsel, as well as serving as an executive and director, for various public and private companies in the resource and technology sectors. Mr. Perone currently acts as General Counsel and Corporate Secretary of TAG Oil Ltd. (TSXV: TAO), as President, Corporate Secretary and a director of Interlapse Technologies Corp. (TSXV: INLA), as CEO, CFO, Corporate Secretary and a director of PLB (TSXV: PLB.P) and as a director of McorpCX, Inc. (TSXV: MCX). Mr. Perone holds a B.A. from the University of Victoria and an LL.B. from the University of Alberta and has been a member in good standing of the Law Society of British Columbia since 2006.

Chairman of the Board

Mr. Engelbrecht will be the Chairman of the Board, and in such role, shall be principally responsible for overseeing the operations and affairs of the Board.

Board Mandate

It is expected that the Board will adopt a written charter describing, inter alia , its role and overall responsibility to supervise the management of the business and affairs of the Resulting Issuer following completion of the Qualifying Transaction (the “ Board Mandate ”).

Ethical Business Conduct

It is expected that the Board will adopt a written code of ethics (the “ Code ”) applicable to all of its employees, executive officers and directors following completion of the Qualifying Transaction.

Committees of the Board of Directors

The Board will establish three committees following the completion of the Qualifying Transaction: an Audit Committee, a Compensation Committee and a Nominating Committee.

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Audit Committee

The Audit Committee will be comprised of Marcus Engelbrecht, Geoff Lawrence and David Loretto. Mr. Engelbrecht will be the Chair of the Audit Committee. For the education and experience of each member of the Audit Committee relevant to the performance of his duties as a member of the Audit Committee, see “ Management, Directors and Officers ”.

Each of the proposed members of the Audit Committee is financially literate within the meaning of NI 52-110. A director is “financially literate” within the meaning of NI 52-110 if he has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Resulting Issuer’s financial statements. Additionally, Mr. Engelbrecht and Mr. Loretto are independent within the meaning of NI 52-110. Subject to certain exceptions, a director is “independent” within the meaning of NI 52-110 if he has no direct or indirect material relationship with the issuer. A “material relationship” is a relationship that could, in the view of the Board, be reasonably expected to interfere with the exercise of a director’s independent judgment.

The Audit Committee shall be responsible for overseeing the accounting and financial reporting practices of the Resulting Issuer and audits of the Resulting Issuer’s financial statements. The Audit Committee’s responsibilities also include the selection, recommendation and oversight of Resulting Issuer’s independent auditors, as well as the oversight of its internal audit process and system of internal controls over financial reporting and disclosure. The Audit Committee shall also be responsible for the preapproval of all non-audit services to be provided to the Resulting Issuer by its independent auditors. The Audit Committee shall review and confirm the independence of the independent auditors by obtaining statements from the independent auditors describing all relationships with the Resulting Issuer, including with respect to any non-audit services.

Nomination and Compensation Committee

The Nomination and Compensation Committee will be composed of Mr. Engelbrecht and Mr. Loretto. For the skills and experience relevant to the performance of their duties as a member of the Nomination and Compensation Committee, see “ Management, Directors and Officers ”.

The Compensation Committee shall, among other things:

identify and recommend candidates that are qualified to become directors of the Company based on the needs of the Board at the time;
consider and recommend for approval by the Board the appointment of the executive officers of the Resulting Issuer;
review existing management resources and plans for ensuring that qualified personnel will be available as required and to report on this matter to the Board;
review and assess annually the performance of the Chief Executive Officer, the Chief Financial Officer and the Vice Presidents against pre-set specific corporate and individual goals and objectives;
oversee and recommend for approval by the Board the executive compensation principles, policies, programs, grants of equity-based incentives and processes and specifically consider and recommend annually or as required;

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review the compensation discussion and analysis and related executive compensation disclosure for inclusion in the Resulting Issuer’s public disclosure documents, in accordance with applicable rules and regulations; and
review, monitor, report and where appropriate, provide recommendations to the Board on the Resulting Issuer’s exposure to risks related to executive compensation policies and practices, if any, and identify compensation policies and practices that mitigate any such risk.

The Nomination and Compensation Committee will have the authority to engage outside counsel or other outside advisors as it deems appropriate to assist the Nomination and Compensation Committee in the performance of its functions.

The Nomination and Compensation Committee may also recommend to the Board the further changes to the existing executive compensation regime and severance pay practices, employment agreements for executive officers, and adopted stock ownership guidelines.

Promoter

No one person can be considered to be the promoter of the Resulting Issuer.

Other Reporting Issuer Experience

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

Name	Name of Reporting Issuer	Name of Exchange or Market	Position	From (MM/YY)	To (MM/YY)
David Loretto	Interlapse Technologies Corp. PLB	TSXV: INLA TSXV: PLB.P	Director Director	04/15 07/18	Present Present
Giuseppe (Pino) Perone	TAG Oil Ltd. Interlapse Technologies Corp. PLB MCX Technologies Corp. (formerelyMcorpCX,Inc.)	TSXV: TAO TSXV: INLA TSXV: PLB.P TSXV: MCX	General Counsel and Corporate Secretary President, Corporate Secretary and a director CEO, CFO, Corporate Secretary and a director Director	12/09 08/12 07/18 10/19	Present Present Present Present

Corporate Cease Trade Orders or Bankruptcies

To the knowledge of the Resulting Issuer, none of the proposed directors, officers or promoter, or a shareholder holding a sufficient number of securities to affect materially the control of the Resulting Issuer is, or within ten years before the date of this Filing Statement, has been, a director, officer, insider or promoter of any other issuer that while that person was acting in that capacity:

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(a) was the subject of a cease trade or similar order, or an order that denied such issuer access to any statutory exemptions for a period of more than 30 consecutive days; or
(b) became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

Penalties or Sanctions

To the knowledge of the Resulting Issuer, no proposed director, officer, promoter or control person of the Resulting Issuer has:

(a) been the subject of any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or
(b) been subject to any other penalties or sanctions imposed by a court or regulatory body, including a self-regulatory body that would be likely to be considered important to a reasonable securityholder making a decision about the Proposed Transactions.

Personal Bankruptcies

To the knowledge of the Resulting Issuer, no proposed director, officer, promoter or control person of the Resulting Issuer has, within the past ten years, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or been subject to or instituted any proceedings, arrangement, or compromise with creditors or had a receiver, receiver manager, or trustee appointed to hold the assets of that individual.

Conflicts of Interest

Conflicts of interest may arise as a result of the directors and officers of the Resulting Issuer holding positions as director or officers of other companies. Some of the directors and officers have been and will continue to be engaged in the identification and evaluation of assets and businesses, with a view to potential acquisition of interests in businesses and companies on their own behalf and on behalf of other companies, and situations may arise where the directors and officers will be in direct competition with the Resulting Issuer. Conflicts, if any, will be subject to the procedures and remedies under the BCBCA.

Executive Compensation

Proposed Compensation

The primary objectives of the Resulting Issuer’s executive compensation program will be to attract, motivate and retain highly trained, experienced and committed executive officers who have the necessary skills, education, experience and personal qualities required to manage the Resulting Issuer’s business for the benefit of its shareholders, and to align their success with that of the shareholders. The level of compensation that will be paid to an executive will be based on the executive’s overall experience, responsibility and performance.

The Resulting Issuer’s proposed executive compensation program will be comprised of two elements: (i) the payment of cash where appropriate; and (ii) long-term incentive compensation in the form of stock options. The Board has determined that fees will be paid to each of its CEO, CFO and Chairman in consideration of their services. Fees will be intended to provide current compensation, while stock options are granted to encourage long-term commitment to the Resulting Issuer. Once revenues are being

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generated, the Board will review both components in assessing the compensation of individual executive officers and the Resulting Issuer as a whole.

When determining executive compensation, the Board will review the compensation policies of companies engaged in businesses similar to the Resulting Issuer. Although the Resulting Issuer has not obtained any industry reports regarding compensation, at the appropriate time the Board will review publicly available information with respect to compensation paid to the executives of companies that are also engaged in the mineral exploration industry.

Base compensation in the form of fees to be paid to an executive will be intended to provide a fixed level of compensation for discharging the specific duties and responsibilities of the executive. The Board recognizes that the size of the Resulting Issuer may prohibit compensation for executive officers from matching those of larger companies in the same industry. The Board also believes that long-term equity interests, in the form of stock options, will compensate for lower base fees. This compensation strategy is similar to the strategies of other companies in the Resulting Issuer’s peer group.

In setting the base compensation levels for individuals, consideration will be given to objective factors such as the level of responsibility, experience, and expertise, as well as subjective factors such as leadership and contribution to corporate performance. Fees will be reviewed annually, and adjustments may be made based upon corporate and personal performance, market conditions and the level of responsibility attributed to specific executives.

The following table discloses the anticipated compensation for the Resulting Issuer’s proposed Chief Executive Officer, Chief Financial Officer and, Company Secretary for the 12 month period after Closing:

	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities
Name and Position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensa- tion ($)	Total compen- sation ($)
Matthew Salthouse CEO and Director	2020 2021	92,726	-	-	-	-	92,276
Marcus Engelbrecht Chairman and Director	2020 2021	48,000	-	-	-	-	48,000
Bart Lendrum CFO	2020 2021	69,545	-	-	-	-	69,545
Giuseppe Perone Corporate Secretary	2020 2021	48,000	-	-	-	-	48,000

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Compensation of Directors

Each director will be entitled to receive $2,500 per month as consideration for acting as a director. Mr. Engelbrecht will receive an additional $1,500 per month as consideration for his acting as Chairman of the Board. The Resulting Issuer also intends to compensate its directors through the issuance of stock options in accordance with the terms and conditions of its Stock Option Plan, as and when directed by the Board. As at the date of this Filing Statement, no determination with respect to the timing or amounts of such stock option grants has been made.

Indebtedness of Directors, Officers, Promoters and Other Management

No proposed director, executive officer or promoter of the Resulting Issuer is or has been indebted to the Corporation in the most recently completed financial year; nor will they be indebted to the Resulting Issuer upon completion of the Proposed Transactions.

Investor Relations Arrangements

Following the Closing, the Resulting Issuer expects to conduct investor relations internally.

Options to Purchase Securities

Incentive Options

As at the date of this Filing Statement, the Corporation has 400,000 stock options outstanding. It is anticipated additional options will be granted to the new officers and directors of the Resulting Issuer shortly following Closing of the Proposed Transactions.

There can be no assurance that any options granted will be exercised in whole or in part. The Resulting Issuer will use any funds received upon exercise of any options for general working capital.

Stock Option Plan

The Resulting Issuer will continue to maintain the Stock Option Plan, which provides that the Board may from time to time, in its discretion, and in accordance with the Exchange requirements, grant to directors, officers, employees and technical consultants to the Resulting Issuer, non-transferable options to purchase Resulting Issuer Shares, provided that the number of shares reserved for issuance will not exceed 10% of the issued and outstanding Resulting Issuer Shares at the time of grant.

Options will be exercisable over periods as determined by the Board and no options shall be granted which are exercisable at a price of less than permitted by Exchange Policy.

The Board may, in connection with the Proposed Transactions and assuming the minimum Private Placement, grant up to 3,500,000 stock options to certain directors, officers, employees or consultants of the Resulting Issuer. Such stock options would utilize an exercise price equal to or greater than the price of the Private Placement in accordance with the policies of the Exchange.

Escrowed Securities

The 1,900,000 Resulting Issuer Shares to be held by the new “principals” of the Resulting Issuer as a result of the sale of such number of Shares currently held by directors and officers of PLB at a price of $0.07 per Share are currently held in escrow as CPC Escrow Shares pursuant to section 11 of the CPC Policy and they will remain subject to the same applicables release terms upon closing of the Proposed Transactions.

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The Resulting Issuer Shares to be issued to and held by new “principals” of the Resulting Issuer pursuant to the Share Exchange Agreement will be subject to escrow requirements imposed by the Exchange pursuant to Policy 5.4 (the “ Value Shares ”).

The following table sets out, as of the date hereof and to the knowledge of the CPC and KRPL, CPC Escrow Shares and the Value Shares which will continue to be held in escrow upon closing of the Proposed Transactions:

Name and municipal residence of securityholder Geoff Lawrence(1) of Singapore, Singapore Matthew Salthouse(2) of Singapore, Singapore Michael Butler of Vancouver, British Columbia David Loretto of Squamish, British Columbia Giuseppe Perone of Vancouver, British Columbia	Designation of Class Resulting Issuer Shares Resulting Issuer Shares Resulting Issuer Shares Resulting Issuer Shares Resulting Issuer Shares	Prior to giving effect to the Transaction Number of securities held in escrow(3) Percentage of class 1,524,405 38.1% 375,595 9.4% 40,000 1.0% 40,000 1.0% 20,000 0.5%	After giving effect to the Transaction	After giving effect to the Transaction
		Number of securities held in escrow(3) 1,524,405 375,595 40,000 40,000 20,000	Number of securities to be held in escrow 9,641,674(4) 2,375,595(5) 40,000(6) 40,000(7) 20,000(8)	Percentage of class Following Completion of Transaction
				24.7% 6.1% 0.1% 0.1% 0.05%

Notes:

(1) Controls SWML, which will be a >10% shareholder of the Resulting Issuer.

(2) Controls AMML.

(3) Includes all CPC Escrow Shares.

(4) Includes 1,524,405 CPC Escrow Shares and 8,117,269 Value Shares.

(5) Includes 375,595 CPC Escrow Shares and 2,000,000 Value Shares.

(6) Includes 40,000 CPC Escrow Shares.

(7) Includes 40,000 CPC Escrow Shares.

(8) Includes 20,000 CPC Escrow Shares.

The CPC Escrow Shares will be held in escrow pursuant to the terms of a CPC Escrow Agremeent. The CPC Escrow Shares will be released fro mescrow on three equal releases on or about the following dates: March 14, 2021, September 14, 2021, and March 14, 2022.

The Value Shares will be held in escrow pursuant to the terms of a value escrow agreement applicable to a Tier 2 issuer on the Exchange. The escrowed Shares will be released from escrow on a timed released basis as to 10% on the date of the Final Exchange Bulletin, and an additional 15% every six months thereafter over 36 months.

Until their release from escrow, holders of escrowed Shares may not sell, transfer, assign, mortgage, enter into a derivative transaction concerning, or otherwise deal in any way with the escrowed Shares except in limited circumstances. Exchange permitted transfers or dealings within escrow would include: (i) transfers to existing or, upon their appointment, incoming directors and senior officers of the Resulting Issuer or of a material operating subsidiary; (ii) transfers to an RRSP or similar trustee plan; (iii) transfers

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upon bankruptcy to the trustee in bankruptcy or another person entitled to the escrowed shares on bankruptcy; and (iv) pledges or mortgages to a financial institution as collateral for a loan.

If, pursuant to Policy 5.4, more than 25% of the proceeds from the Private Placement are raised from “principals” of the Resulting Issuer, then securities acquired by “principals” under the Private Placement, which will be exchanged for securities of the Resulting Issuer, representing an aggregate of up to 3,915,136 Resulting Issuer Shares 1,957,568 Resulting Issuer Warrants to be held by Geoff Lawrence, Matthew Salthouse and Bart Lendrum, will be subject to escrow pursuant to the terms of a value escrow agreement applicable to a Tier 2 issuer on the Exchange. KRPL expects that the proceeds from”principals” of the Resulting Issuer under the Private Placement will be less than 25% of the total proceeds from the Private Placement.

In the event that the Resulting Issuer issues the Deferred Consideration Shares as described above, such Deferred Consideration Shares issued to “principals” will be subject to escrow pursuant to the terms of a value escrow agreement applicable to a Tier 2 issuer on the Exchange as if such Deferred Consideration Shares had been issued on Closing.

In addition, up to 9,882,731 Resulting Issuer Shares issued to KRPL Shareholders (other than “princiapls” of the Resulting Issuer) in exchange for KRPL Shares under the Transaction are expected to be subject to the Exchange’s seed share resale matrix under Policy 5.4, which requires such Resulting Issuer Shares to be held for four (months) following Closing, with 20% to be released on Closing and 20% to be released each month thereafter.

Auditor, Transfer Agent and Registrar

Auditor

The proposed auditor of the Resulting Issuer will be Davidson & Company LLP, Chartered Professional Accountants, located at 1200 – 609 Granville Street, P.O. Box 10372, Pacific Centre, Vancouver, British Columbia, V7Y 1G6.

Transfer Agent and Registrar

The Resulting Issuer’s transfer agent and registrar will remain as Computershare, located at 510 Burrard St., 3[rd] Floor Vancouver, British Columbia, V6C 3B9.

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GENERAL MATTERS

Sponsorship

Pursuant to Exchange Policy 2.2 – “ Sponsorship and Sponsorship Requirements ”, sponsorship is generally required in conjunction with an RTO. In the absence of an available exemption from the sponsorship requirements, the Corporation intends to make an application to the Exchange for a waiver from sponsorship requirements. There is no assurance that a waiver will be granted on application.

Relationships

There are no actual or anticipated agreements between the Resulting Issuer and any registrant to provide sponsorship or corporate finance services, either now or in the future, other than in connection with the Corporation having engaged the Agent to assist with the Private Placement on a brokered, commercially reasonable efforts basis.

Interests of Experts

The following opinions or reports have been described or included in this Filing Statement:

(i) De Visser Gray LLP, Chartered Accountants, are the Corporation’s auditors and have issued an opinion with respect to the Corporation’s audited financial statements as at and for the year ended November 30, 2019. De Visser Gray LLP, Chartered Accountants has advised that they are independent with respect to the Corporation within the meaning of the Rules of Professional Conduct of the Institute of Certified Professional Accountants of British Columbia;
(ii) Graeme J. Fleming, B. App. Sc., MAIG of GJF Geological Services prepared the Technical Report. The Report Writer has confirmed that he (a) has no direct or indirect interest in the Proposed Transactions; or (b) does not beneficially own, directly or indirectly, any securities of the Corporation or the Resulting Issuer;
(iii) Davidson & Company LLP, Chartered Professional Accountants, are KRPL’s auditors and have issued an opinion with respect to the KRPL’s audited financial statements as at and for the period ended June 1, 2020. Davidson & Company LLP, Chartered Professional Accountants has advised that they are independent with respect to the KRPL within the meaning of the Rules of Professional Conduct of the Institute of Certified Professional Accountants of British Columbia.

In addition, none of the aforementioned persons or companies, nor any director, officer or employee of any of the aforementioned persons or companies, is or is expected to be elected, appointed or employed as a director, officer or employee of the Resulting Issuer or of any Associate or Affiliate of the Resulting Issuer. See “ Forward-Looking Information ”.

Other Material Facts

There are no other material facts about the Corporation, KRPL, the Proposed Transactions, or the Resulting Issuer that are not disclosed elsewhere in this Filing Statement.

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Board Approval

This Filing Statement has been approved by the Board and by the Board of Directors of KRPL. Where information contained in this Filing Statement rests particularly within the knowledge of a person other than the Corporation or KRPL, the Corporation and KRPL have relied upon information by such person.

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FINANCIAL STATEMENT REQUIREMENTS

The following financial statements are attached to and form a part of this Filing Statement:

The Corporation’s annual audited financial statements for the fiscal year ended November 30, 2019 and the Corporation’s unaudited condensed interim financial statements for the six months ended May 31, 2020 (Appendix “A” hereto);
Management’s Discussion and Analysis of the Corporation’s financial statements as at and for the year ended November 30, 2019 and for the six months ended May 31, 2020 (Appendix “B” hereto);
The Audited Financial Statements of KRPL as at and for the period of incorporation on August 21, 2019 to December 31, 2019 and as at and for the period from January 1, 2020 to July 31, 2020 (Appendix “C” hereto);
Management’s Discussion and Analysis of the Audited Financial Statements of KRPL as at and for the period of incorporation on August 21, 2019 to December 31, 2019 and as at and for the period from January 1, 2020 to July 31, 2020 (Appendix “D” hereto);
The Audited Carve-Out Financial Statements relating to the Project being acquired by KRPL as at and for the years ended December 31, 2019 and 2018 and the Unaudited Carve-Out Interim Financial Statements relating to the Project being acquired by KRPL as at and for the period from January 1, 2020 to May 31, 2020 (Appendix “E” hereto);
Management’s Discussion and Analysis of the Carve-Out Financial Statements relating to the Project being acquired by KRPL as at and for the years ended December 31, 2019 and 2018 and Management’s Discussion and Analysis of the Unaudited Carve-Out Interim Financial Statements relating to the Project being acquired by KRPL as at and for the period from January 1, 2020 to May 31, 2020 (Appendix “F” hereto); and
Pro forma financial statements of the Resulting Issuer (combining the KRPL Audited Financial Statements under 3 above and PLB unaudited condensed interim financial statements for the six months ended May 31, 2020) (Appendix “G” hereto).

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CERTIFICATES OF THE CORPORATION

PLB CAPITAL CORP.

Date: October 29, 2020

The foregoing document constitutes full, true and plain disclosure of all material facts relating to the securities of PLB Capital Corp., assuming completion of the Proposed Transactions.

“Giuseppe Perone” Giuseppe Perone Chief Executive Officer and Chief Financial Officer

ON BEHALF OF THE BOARD OF DIRECTORS OF PLB CAPITAL CORP.

“Michael Butler”

Michael Butler Director

“David Loretto”

David Loretto Director

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CERTIFICATE OF KAINANTU RESOURCES PTE. LIMITED

The foregoing document, as it relates to Kainantu Resources Pte. Limited, constitutes full, true and plain disclosure of all material facts relating to the securities of Kainantu Resources Pte. Limited.

Dated: October 29, 2020.

“Matthew Salthouse” “Bart Lendrum” Matthew Salthouse Bart Lendrum Chief Executive Officer Chief Financial Officer

ON BEHALF OF THE BOARD OF DIRECTORS OF KAINANTU RESOURCES PTE. LIMITED

“Matthew Salthouse” “Bart Lendrum” Matthew Salthouse Bart Lendrum Director Director

“Geoff Lawrence”

Geoff Lawrence Director

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ACKNOWLEDGEMENT – PERSONAL INFORMATION

“Personal Information” means any information about an identifiable individual, and includes information contained in any Items in the Filing Statement that are analogous to Items 4.2, 11, 12.1, 15, 17.2, 18.2, 23, 24, 26, 31.3, 32, 33, 34, 35, 36, 37, 38, 40 and 41 of Form 3B2 of the Exchange, as applicable.

The undersigned hereby acknowledges and agrees that it has obtained the express written consent of each individual to:

(a) the disclosure of Personal Information by the undersigned to the Exchange pursuant to this Filing Statement; and
(b) the collection, use and disclosure of Personal Information by the Exchange for purposes described in Appendix 6B of Exchange Form 3B2 or as otherwise identified by the Exchange from time to time.

PLB CAPITAL CORP.

KAINANTU RESOURCES PTE. LIMITED

Per: “Giuseppe Perone” Giuseppe Perone Chief Executive Officer

Per: “Matthew Salthouse”

Matthew Salthouse Chief Executive Officer

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A-1

APPENDIX “A”

PLB ANNUAL AUDITED FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED NOVEMBER 30, 2019 AND UNAUDITED INTERIM FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED MAY 31, 2020

(See attached)

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PLB CAPITAL CORP.

(A Capital Pool Company)

Financial Statements (Expressed in Canadian Dollars) November 30, 2019

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Independent Auditor’s Report

To the Shareholders of PLB Capital Corp.

Report on the Audit of the Financial Statements

Opinion

We have audited the financial statements of PLB Capital Corp. (the “Company”), which comprise the statements of financial position as at November 30, 2019 and 2018, and the statements of comprehensive loss, changes in shareholders’ equity and cash flows for the periods then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects the financial position of the Company as at November 30, 2019 and 2018, and its financial performance and its cash flows for the periods then ended in accordance with International Financial Reporting Standards (IFRS).

Basis for Opinion

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

Other Information

Management is responsible for the other information. The other information comprises the information included in “Management’s Discussion and Analysis”, but does not include the financial statements and our auditor’s report thereon.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information, and in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard

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

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

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

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

Auditor’s Responsibilities for the Audit of the Financial Statements

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

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

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

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

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

The engagement partner on the audit resulting in this independent auditor’s report is G. Cameron Dong.

==> picture [194 x 54] intentionally omitted <==

CHARTERED PROFESSIONAL ACCOUNTANTS

Vancouver, BC, Canada March 30, 2020.

PLB CAPITAL CORP. Statements of Financial Position Expressed in Canadian Dollars

		November	November
		30, 2019	30, 2018
Assets
Current Assets
Cash	$	201,060)	$ 70,169)
Amounts receivable		2,344)	‐)
Prepaids		‐)	11,517)
Total Assets		203,404)	81,686)
Liabilities and Shareholders’ Equity
Shareholders’ equity
Contributed surplus		35,090)	‐)
Share Capital		260,055)	100,000)
Deficit		(91,741)	(18,314)
Total Shareholders’ Equity		203,404)	81,686)
Total Liabilities and Shareholders' Equity	$	203,404)	$ 81,686)

Nature of Operations and Going Concern (Note 1)

On behalf of the Board:

“Giuseppe Perone”	,Director
“David Loretto”	,Director

See accompanying notes.

PLB CAPITAL CORP.

Statements of Comprehensive Loss

Expressed in Canadian Dollars

PLB CAPITAL CORP. Statements of Comprehensive Loss Expressed in Canadian Dollars
	Year Ended November 30, 2019 For the period from July 4, 2018 (Date of Incorporation) to November 30, 2018
Expenses Audit and accounting $ Consulting Interest and bank charges Legal Office and administration Share‐based compensation Transfer and filing	7,200) $ ‐) 6,000) ‐) 96) 206) 13,999) 3,483) 5,232) 1,028) 29,800) ‐) 11,100) 13,597)
	(73,427) (18,314)
Net loss and comprehensive loss for theperiod $	(73,427) $(18,314)
Basic and diluted lossper share	(0.02) (0.02)
Weighted average number of common shares outstanding	3,430,137 946,667

See accompanying notes.

PLB CAPITAL CORP.

Statements of Changes in Shareholders’ Equity Expressed in Canadian Dollars

PLB CAPITAL CORP. Statements of Changes in Shareholders’ Equity Expressed in Canadian Dollars
	Share Capital Number of Shares Amount Contributed surplus Deficit Total Equity
Balance at November 30, 2018 Public offering – net of cash share issue costs Finder’s warrants Share‐based compensation Net loss for theyear	2,000,000 $ 100,000 $ ‐ $ (18,314) $ 81,686 2,000,000 165,345 ‐ ‐ 165,345) ‐ (5,290) 5,290 ‐ ‐ ‐ ‐ 29,800 ‐ 29,800)) ‐ ‐ ‐ (73,427) (73,427)
Balance at November 30, 2019	4,000,000 $ 260,055 $ 35,090 $ (91,741) $ 203,404)

	Share Capital Number of Shares Amount Contributed surplus Deficit Total Equity
Balance at July 4, 2018 (Date of Incorporation) Proceeds from share issuance Net loss for theperiod	‐) $ ‐) $ ‐) $ ‐) $ ‐) 2,000,000) 100,000) ‐) ‐) 100,000) ‐) ‐) ‐) (18,314) (18,314)
Balance at November 30, 2018	2,000,000 $ 100,000 $ ‐) $(18,314) $ 81,686

See accompanying notes.

PLB CAPITAL CORP. Statements of Cash Flows Expressed in Canadian Dollars

PLB CAPITAL CORP. Statements of Cash Flows Expressed in Canadian Dollars
	For the Year Ended November 30, 2019 For the period from July 4, 2018 (Date of Incorporation) to November 30, 2018
Operating Activities Net loss for period Item not involving cash: Share‐based compensation	$ (73,427) $ (18,314) 29,800) ‐)
Changes in non‐cash working capital items: Amounts receivable Prepaids	(43,627) (18,314) ) ) (2,344) ‐) 11,517) (11,517)
Net cash flows used in operating activities	(34,454) (29,831)
Financing Activities Cash received in public offering, net Share issuanceproceeds	165,345) ‐) ‐)) 100,000)
Cashprovided by financing activities	165,345) 100,000)
Net increase in cash Cash,beginningof theyear	130,891) 70,169) 70,169) ‐)
Cash, end ofyear	$ 201,060) $ 70,169)

See accompanying notes.

PLB CAPITAL CORP. Notes to the Financial Statements For the Year Ended November 30, 2019 and the Period from Incorporation on July 4, 2018 to November 30, 2018 Expressed in Canadian Dollars

1. Nature of Operations and Going Concern

PLB Capital Corp. (the “Company”) was incorporated under the Business Corporations Act (British Columbia) on July 4, 2018 and is a Capital Pool Company under the policies of the TSX Venture Exchange (the “Exchange”).

The principal business of the Company will be the identification and evaluation of assets or businesses with a view to completing a “Qualifying Transaction” as it is defined in the policies of the Exchange. The Company has commenced the process of identifying potential acquisitions. There is no assurance that the Company will identify and complete a Qualifying Transaction within the time period described by the policies of the Exchange. Moreover, even if a potential Qualifying Transaction is identified by the Company, it may not meet the requirements of the Exchange.

The head office, principal and registered address and records office of the Company are located at Suite 2080, 777 Hornby Street, Vancouver BC, V5Z 1S4.

The Company has no source of operating revenue, has incurred net losses since inception and during the year ended November 30, 2019 incurred a net loss of $73,427. Its continued existence will be dependent on the receipt of related party debt or equity financing on terms which are acceptable to the Company.

2. Significant Accounting Policies and Basis of Preparation

The audited financial statements were authorized for issue by the directors of the Company on March 30, 2020.

Statement of compliance

The financial statements of the Company have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”).

Basis of preparation

The financial statements of the Company have been prepared on an accrual basis except for cash flow information and are based on historical costs, modified where applicable. The financial statements are presented in Canadian dollars, which is the Company’s functional currency.

Significant accounting judgments, estimates and assumptions

Critical accounting estimates and judgments

The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the statement of financial position, and the reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. These financial statements include estimates, which, by their nature, are uncertain. The impact of such estimates appear throughout the financial statements and may require adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and in future periods if the revision affects both current and future periods. Estimates are based on historical experience, current and future economic conditions, and other relevant factors that are believed to be reasonable under the circumstances.

PLB CAPITAL CORP. Notes to the Financial Statements For the Year Ended November 30, 2019 and the Period from Incorporation on July 4, 2018 to November 30, 2018 Expressed in Canadian Dollars

2. Significant Accounting Policies and Basis of Preparation ( cont’d )

Significant accounting judgments, estimates and assumptions ( cont’d )

Critical accounting judgments

Management must make judgments given the various options available as per accounting standards for items included in the financial statements. Judgments involve a degree of uncertainty and could result in material adjustment to the carrying amounts of assets and liabilities, in the event that actual events differ from a judgment made.

i) Going concern

The assessment of the Company’s ability to continue as a going concern and to raise sufficient funds to pay for its ongoing operating expenditures and meet its liabilities for the ensuing year, involves significant judgment based on historical experience and other factors, including expectation of future events that are believed to be reasonable under the circumstances.

Financial instruments

Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of a financial instrument.

At initial recognition, financial assets are measured at fair value and classified as subsequently measured at amortized cost, fair value through other comprehensive income (“FVTOCI”) or fair value through profit or loss (“FVTPL”). At initial recognition, financial liabilities are measured at fair value and classified as, subject to certain exceptions, subsequently measured at amortized cost. For financial assets and financial liabilities not at FVTPL, fair value is adjusted for transaction costs that are directly attributable to the acquisition or issue of the financial asset or financial liability. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at FVTPL are recognized immediately in the statement of loss and comprehensive loss.

A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL: (i) it is held within a business model whose objective is to hold assets to collect contractual cash flows, and (ii) its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

A financial asset is measured at FVTOCI if it meets both of the following conditions and is not designated as at FVTPL: (i) it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and (ii) its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

A financial asset is measured at FVTPL unless it is measured at amortized cost or FVTOCI. However, an irrevocable election can be made at initial recognition for particular investments in equity instruments that would otherwise be measured at FVTPL to present subsequent changes in fair value through other comprehensive income.

The Company’s cash is classified as subsequently measured at amortized cost.

PLB CAPITAL CORP. Notes to the Financial Statements For the Year Ended November 30, 2019 and the Period from Incorporation on July 4, 2018 to November 30, 2018 Expressed in Canadian Dollars

2. Significant Accounting Policies and Basis of Preparation ( cont’d )

Impairment of non‐financial assets

The carrying amount of the Company’s assets is reviewed at each reporting date to determine whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is estimated to determine the extent of the impairment loss.

An impairment loss is recognized whenever the carrying amount of an asset or its cash‐generating unit exceeds its recoverable amount. Impairment losses are recognized in profit or loss.

The recoverable amount of assets is the greater of an asset’s fair value less cost to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre‐tax discount rate that reflects the current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate cash inflows largely independent of those from other assets, the recoverable amount is determined for the cash‐generating unit to which the asset belongs.

An impairment loss is only reversed if there is an indication that the impairment loss may no longer exist and there has been a change in the estimates used to determine the recoverable amount, however, not to an amount higher than the carrying amount that would have been determined had no impairment loss been recognized in previous years.

Assets that have an indefinite useful life are not subject to amortization and are tested annually for impairment.

Income taxes

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

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

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

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

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

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

PLB CAPITAL CORP. Notes to the Financial Statements For the Year Ended November 30, 2019 and the Period from Incorporation on July 4, 2018 to November 30, 2018 Expressed in Canadian Dollars

2. Significant Accounting Policies and Basis of Preparation ( cont’d )

Loss per share

Basic loss per share is computed by dividing the net loss available to common shareholders by the weighted average number of shares outstanding during the reporting period. Diluted loss per share is computed using the treasury stock method, under which the weighted average number of shares outstanding is increased to include additional shares for the assumed exercise of stock options and warrants, if dilutive. The number of additional shares is calculated by assuming that outstanding stock options and warrants are exercised.

Shares held in escrow, other than where their release is subject to the passage of time, are not included in the calculation of the weighted average number of common shares outstanding.

Share capital

Common shares are classified as equity. Transaction costs directly attributable to the issue of common shares and share options are recognized as a deduction from equity, net of any tax effects.

Equity‐settled transactions

Share‐based payment arrangements whereby the Company receives goods or services as consideration for its own equity instruments are accounted for as equity‐settled share‐based payment transactions. Equity instruments issued as consideration for the purchase of non‐monetary assets are measured based on the fair value of the common shares on the date the shares are issued.

Share‐based compensation

The Company grants stock options to certain of its directors. Each tranche in an award is considered a separate award with its own vesting period and grant date fair value. The fair value of each tranche is measured at the date of grant using the Black‐Scholes option pricing model. Compensation expense is recognized over the tranche’s vesting period based on the number of awards expected to vest. This number is reviewed annually, with any change in estimate recognized immediately in compensation expense with a corresponding adjustment to contributed surplus.

Upon exercise of a stock option, consideration paid together with the share‐based compensation amount previously recognized in contributed surplus is recorded as an increase to share capital.

3. Accounting Standards Issued but not yet Effective

Accounting standards or amendments to existing accounting standards that have been issued but have future effective dates are either not applicable or not expected to have a significant impact on the Company’s financial statements.

PLB CAPITAL CORP. Notes to the Financial Statements

For the Year Ended November 30, 2019 and the Period from Incorporation on July 4, 2018 to November 30, 2018 Expressed in Canadian Dollars

4. Related Party Disclosures

The aggregate value of transactions and outstanding balances relating to key management personnel were as follows:

follows:
	November	30,2019
Share‐based compensation	$	29,800

5. Share Capital

(a) Authorized

Unlimited number of common shares without par value.

(b) Issued and outstanding

During the year ended November 30, 2019, there were 2,000,000 common shares issued by the company, for $0.10 per share for total proceeds of $200,000. The Company paid cash share issue costs of $34,655, and issued 100,000 finder’s warrants with a fair value of $5,290 (see Note 5(e)).

During the year ended November 30, 2018, there were 2,000,000 common shares issued by the Company, for $0.05 per share for total proceeds of $100,000.

An escrow agreement (the “Escrow Agreement”) between the Company and certain shareholders of the Company has been completed resulting in 2,000,000 common shares (the “Escrowed Shares”), being all of the issued and outstanding common shares prior to the completion of the Offering, being deposited in escrow. Pursuant to the Escrow Agreement, the Escrowed Shares shall be released pro‐rata to the shareholders as to 10% upon issuance of notice of final acceptance of a Qualifying Transaction by the TSX‐ V and as to the remainder in six equal tranches of 15% every six months thereafter for a period of 36 months. These Escrowed Shares are considered contingently returnable until a Qualifying Transaction is complete. These Escrowed Shares may not be transferred, assigned or otherwise dealt without the consent of the regulatory authorities.

(d) Stock option plan

Options pricing models require the input of highly subjective assumptions, particularly as to the expected price volatility of the shares and the expected life of the option. Changes in these assumptions can materially affect the fair value estimate and therefore, it is management’s view that the existing models do not necessarily provide a single reliable measure of the fair value of the Company’s stock option grants and warrant issuances.

On March 14, 2019, the Company granted a total of 400,000 share purchase options to the directors and officers. These options will be exercisable for a price of $0.10 per share for a period of five years.

PLB CAPITAL CORP. Notes to the Financial Statements

For the Year Ended November 30, 2019 and the Period from Incorporation on July 4, 2018 to November 30, 2018 Expressed in Canadian Dollars

5. Share Capital (cont’d)

(d) Stock option plan (cont’d)

The continuity of stock options is as follows:

	2019
		Weighted Average
	Number of Options	Exercise Price
		$
Balance, beginning of the year	‐	‐
Granted	400,000	0.10
Balance,end of theyear	400,000	0.10

The following stock options were outstanding and exercisable as at November 30, 2019:

			Remaining
	Exercise	Number of	Contractual
ExpiryDate	Price	Options	Life(Years)
March 14,2024	$0.10	400,000	4.29
Total		400,000
Weighted averageyears to expiry			4.29

The Company employed the Black‐Scholes option‐pricing model using the following assumptions:

	2019
Risk‐free interest rate	1.34%
Expected life of options in years	5 years
Expected volatility	100%
Dividend per share	‐
Forfeiture rate	‐

(e) Share purchase warrants

On completion of the Offering, the Company granted to its agent warrants to acquire up to 5% of the common shares issued under the Offering at a price of $0.10 per share for a period of 24 months from the closing date of the Offering, being up to 100,000 common shares.

Details of the status of the Company’s share purchase warrants are as follows:


	Number of	Weighted Average
	Warrants	Exercise Price
Outstanding, beginning of year	‐)))	$ ‐
Granted	100,000(1)	0.10
Outstanding,end ofyear	100,000)))	$0.10

(1) Expire March 14, 2021

PLB CAPITAL CORP. Notes to the Financial Statements For the Year Ended November 30, 2019 and the Period from Incorporation on July 4, 2018 to November 30, 2018 Expressed in Canadian Dollars

6. Financial Risk and Capital Management

Capital management

The Company does not generate cash flows from operations. The Company’s primary source of funds comes from the issuance of share capital. The Company does not use other sources of financing that require fixed payments of interest and principal due to lack of cash flow from current operations and is not subject to any externally imposed capital requirements.

The Company’s objective when managing capital is to safeguard the Company’s ability to continue as a going concern.

The Company defines its capital as shareholders’ equity. Capital requirements are driven by the Company’s general operations. To effectively manage the Company’s capital requirements, the Company monitors expenses and overhead to ensure costs and commitments are being paid. There were no changes to the Company’s capital management approach during the year ended November 30, 2019.

Management of financial risk

The types of risk exposure and the Company’s methods of managing the risk remain consistent and are as follows:

(a) Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will significantly fluctuate due to changes in market prices. The value of financial instruments can be affected by changes in interest rates, foreign currency rates and other price risk.

(i) Interest rate risk

The Company is not subject to significant interest rate risk with respect to its financial instruments.

(ii) Currency risk

The Company is not exposed to currency risk, as all financial instruments and expenditures incurred by the Company are denominated in Canadian dollars.

(iii) Other price risk

Other price risk is the risk that the fair value of a financial instrument will fluctuate as a result of changes in market prices. The Company is not exposed to significant other price risk on its financial instruments.

(b) Credit risk

Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations and arises principally from the Company’s cash. The Company limits exposure to credit risk through maintaining its cash with high‐credit quality Canadian financial institutions. The Company is not exposed to significant credit risk on receivables, as these amounts are due from government agencies. The carrying amount of financial assets represents the maximum credit exposure.

PLB CAPITAL CORP. Notes to the Financial Statements For the Year Ended November 30, 2019 and the Period from Incorporation on July 4, 2018 to November 30, 2018 Expressed in Canadian Dollars

6. Financial Risk and Capital Management (cont’d)

Management of financial risk (cont’d)

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s approach to managing liquidity risk is to provide reasonable assurance that it will have sufficient funds to meet liabilities when due by forecasting cash flows for operations, anticipated investing and financing activities, and through management of its capital structure. The Company does not have any financial liabilities as at November 30, 2019.

The fair values of the Company’s financial assets approximate the carrying amounts due to their short‐term nature.

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities; Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and

Level 3 – Inputs that are not based on observable market data.

All the Company’s financial instruments are measured at Level 1 as at November 30, 2019.

7. Income Taxes

A reconciliation of income tax provision computed at Canadian statutory rates to the reported income tax provision is provided as follows:

provision is provided as follows:
		2019		2018
Loss before income taxes	$	(73,427)	$	(18,314)
Total expected income tax recovery at statutory rates		(19,825)		(4,945)
Adjustment for deductible and non‐deductible amounts		(711)		126
Unrecognized benefit of income tax losses		20,536		4,819
Total income tax recovery	$	‐	$	‐

Deductible temporary differences, unused tax losses and unused tax credits for which no deferred tax assets or liabilities have been recognized are attributable to the following:

		2019		2018
Non‐capital loss carryforwards	$	17,800	$	4,800
Share issue costs		7,500		‐
Potential deferred income tax assets		25,300		4,800
Valuation allowance		(25,300)		(4,800)
Net Deferred income tax assets	$	‐	$	‐

PLB CAPITAL CORP. Notes to the Financial Statements

For the Year Ended November 30, 2019 and the Period from Incorporation on July 4, 2018 to November 30, 2018

Expressed in Canadian Dollars

7. Income Taxes (cont’d)

As at November 30, 2019, the Company has Canadian non‐capital losses carried forward of approximately $66,100 (2018 – $17,800). These losses are available to be utilized as deductions against future year’s Canadian taxable income from Canadian operations. Canadian non‐capital losses, if not utilized will expire as follows:

Year of Expiry	$
2038	17,800
2039	48,300
	66,100

PLB CAPITAL CORP.

(A Capital Pool Company)

Condensed Interim Financial Statements (Expressed in Canadian Dollars) May 31, 2020

PLB CAPITAL CORP.

Condensed Interim Statement of Financial Position Expressed in Canadian Dollars Unaudited

xpressed in Canadian Dollars naudited
		May 31,	November 30,
		2020	2019
Assets
Current Assets
Cash	$	180,677)	$	201,060)
Amounts receivable		878)		2,344)
Total Assets	$	181,555)	$	203,404)
Liabilities and Shareholders’ Equity
Current Liabilities
Accounts payable	$	278)	$	-)
Shareholders’ equity
Contributed surplus		35,090)		35,090)
Share Capital		260,055)		260,055)
Deficit		(113,868)		(91,741)
Total Shareholders’ Equity		181,277)		203,404)
Total Liabilities and Shareholders' Equity	$	181,555)	$	203,404)

Nature of Operations and Going Concern (Note 1)

On behalf of the Board:

“Giuseppe Perone”	,Director
“David Loretto”	,Director

See accompanying notes.

PLB CAPITAL CORP.

Condensed Interim Statement of Comprehensive Loss Expressed in Canadian Dollars Unaudited

	Three	months ended	months ended	months ended	Six months ended	Six months ended
		May	31,		May 31,
	2020			2019	2020	2019
Expenses
Audit and accounting	$ 6,750)		$	-)	$ 6,750)	$	7,560
Consulting		-)		6,000	-)		6,000
Interest and bank charges		48)		25)	66)		45)
Legal		-)		12,125)	-)		22,180)
Office and administration		14)		993)	14)		1,783)
Share-based compensation		-)		29,800)	-)		29,800)
Transfer and filing	10,097)			11,100)	15,297)		11,100)
	(16,909)			(60,043)	(22,127)		(78,468)
Net loss comprehensive loss for the period	$ (16,909)		$	(60,043)	$ (22,127)	$	(78,468)
Basic and diluted loss per share	$	0.01)	$	(0.02)	$ 0.01)	$	(0.03)
Weighted average number of common share
outstanding	4,000,000)			2,369,565	4,00,000)		2,186,813

See accompanying notes.

PLB CAPITAL CORP.

Condensed Interim Statement of Changes in Shareholders’ Equity Expressed in Canadian Dollars Unaudited

	Share Capital Number of Shares Amount Contributed surplus Deficit Total Equity
Balance at November 30, 2019 Net loss for theyear	4,000,000 $ 260,055 $ 35,090 $ (91,741) $ 203,404( - - - (22,127) (22,127)
Balance at May 31, 2020	4,000,000 $ 260,055 $ 35,090 $(113,868) $ 181,277)

	Share Capital Number of Shares Amount Contributed surplus Deficit Total Equity
Balance at November 30, 2018 Share-based payments Public offering – net of share issue costs Net loss for theyear	2,000,000 $ 100,000 $ - $ (18,314) $ 81,686 - - 29,800 29,800)) 2,000,000 173,216 - -) 173,216)) - - - (78,468) (78,468)
Balance at May 31, 2019	4,000,000 $ 273,216 $ 29,800 $(96,782) $ 206,234)

See accompanying notes.

PLB CAPITAL CORP.

Condensed Interim Statement of Cash Flows Expressed in Canadian Dollars Unaudited

	For the six months	For the six months
	ended May 31, 2020	ended May 31, 2019
Operating Activities
Net loss for period	$ (22,127)	$ (78,468)
Item not involving cash:
Share-based compensation	-)	29,800)
	(22,127)	(48,668)
Changes in non-cash working capital items:	)	)
Amounts receivable	1,466)	(500)
Prepaids	-)	10,244)
Accountspayable	278)	6,300)
Net cash flows used in operating activities	(20,383)	(32,624)
Financing Activity
Cash received inpublic offering	-)	173,216)
Cashprovided by financing activity	-)	173,216)
Net increase in cash	(20,383)	140,592)
Cash,beginningof theyear	201,060)	70,169)
Cash, end ofyear	$ 180,677)	$ 210,761)

See accompanying notes.

PLB CAPITAL CORP. Notes to the Condensed Interim Financial Statements For the Six Months Ended May 31, 2020 Expressed in Canadian Dollars Unaudited

1. Nature of Operations and Going Concern

The head office, principal and registered address and records office of the Company are located at Suite 2080, 777 Hornby Street, Vancouver BC, V5Z 1S4.

The Company has no source of operating revenue, has incurred net losses since inception and during the six month period May 31, 2020 incurred a net loss of $22,127. Its continued existence will be dependent on the receipt of related party debt or equity financing on terms which are acceptable to the Company.

2. Significant Accounting Policies and Basis of Preparation

The condensed interim financial statements were authorized for issue by the directors of the Company on July 28, 2020. The condensed interim financial statements of the Company have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”).

Statement of compliance

The condensed interim financial statements of the Company have been prepared in accordance with IFRS, as issued by the IASB.

Basis of preparation

The condensed interim financial statements of the Company have been prepared on an accrual basis except for cash flow information and are based on historical costs, modified where applicable. The financial statements are presented in Canadian dollars, which is the Company’s functional currency.

Significant accounting judgments, estimates and assumptions

Critical accounting estimates and judgments

The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the statement of financial position, and the reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. These financial statements include estimates, which, by their nature, are uncertain. The impact of such estimates appears throughout the financial statements and may require adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and in future periods if the revision affects both current and future periods. Estimates are based on historical experience, current and

PLB CAPITAL CORP. Notes to the Condensed Interim Financial Statements For the Six Months Ended May 31, 2020 Expressed in Canadian Dollars Unaudited

Significant accounting judgments, estimates and assumptions (cont’d)

future economic conditions, and other relevant factors that are believed to be reasonable under the circumstances.

Critical accounting judgments

i) Going concern

Financial instruments

Financial assets

Financial assets are classified as Fair value through profit or loss (“FVTPL”) when the financial asset is held-fortrading or is designated as FVTPL. A financial asset is classified as FVTPL when it has been acquired principally for the purpose of selling in the near future, it is a part of an identified portfolio of financial instruments that the Company manages and has an actual pattern of short-term profit-taking or if it is a derivative that is not designated and effective as a hedging instrument. Upon initial recognition, attributable transaction costs are recognized in profit or loss when incurred. Financial instruments at FVTPL are measured at fair value, and changes therein are recognized in profit or loss.

Financial liabilities

Financial liabilities are classified as other financial liabilities, based on the purpose for which the liability was incurred. These liabilities are initially recognized at fair value net of any transaction costs directly attributable to the issuance of the instrument and subsequently carried at amortized cost using the effective interest rate method. This ensures that any interest expense over the period to repayment is at a constant rate on the balance of the liability carried in the statements of financial position. Interest expense in this context includes initial transaction costs and premiums payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Impairment of non-financial assets

An impairment loss is recognized whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. Impairment losses are recognized in profit or loss.

PLB CAPITAL CORP. Notes to the Condensed Interim Financial Statements For the Six Months Ended May 31, 2020 Expressed in Canadian Dollars Unaudited

Impairment of non-financial assets (cont’d)

The recoverable amount of assets is the greater of an asset’s fair value less cost to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects the current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate cash inflows largely independent of those from other assets, the recoverable amount is determined for the cash-generating unit to which the asset belongs.

Assets that have an indefinite useful life are not subject to amortization and are tested annually for impairment.

Loss per share

Shares held in escrow, other than where their release is subject to the passage of time, are not included in the calculation of the weighted average number of common shares outstanding.

Share capital

Common shares are classified as equity. Transaction costs directly attributable to the issue of common shares and share options are recognized as a deduction from equity, net of any tax effects.

Equity-settled transactions

Share-based payment arrangements whereby the Company receives goods or services as consideration for its own equity instruments are accounted for as equity-settled share-based payment transactions. Equity instruments issued as consideration for the purchase of non-monetary assets are measured based on the fair value of the common shares on the date the shares are issued.

3. Accounting Standards Issued but not yet Effective

There are no new standards or amendments to standards and interpretations applicable to the Company.

Other accounting standards or amendments to existing accounting standards that have been issued but have future effective dates are either not applicable or not expected to have a significant impact on the Company’s financial statements.

PLB CAPITAL CORP. Notes to the Condensed Interim Financial Statements For the Six Months Ended May 31, 2020 Expressed in Canadian Dollars Unaudited

4. Related Party Disclosures

The aggregate value of transactions and outstanding balances relating to key management personnel were as follows:

	May	31,	2020	November	30,2019
Share-based compensation	$		-	$	29,800

5. Share Capital

(a) Authorized

Unlimited number of common shares without par value.

(b) Issued and outstanding

During the year ended November 30, 2019, there were 2,000,000 common shares issued by the Company, for $0.10 per share for total proceeds of $200,000 (the “Offering”).

During the year ended November 30, 2018, there were 2,000,000 common shares issued by the Company, for $0.05 per share for total proceeds of $100,000.

An escrow agreement (the “Escrow Agreement”) between the Company and certain shareholders of the Company has been completed resulting in 2,000,000 common shares (the “Escrowed Shares”), being all of the issued and outstanding common shares prior to the completion of the Offering, being deposited in escrow. Pursuant to the Escrow Agreement, the Escrowed Shares shall be released pro-rata to the shareholders as to 10% upon issuance of notice of final acceptance of a Qualifying Transaction by the Exchange and as to the remainder in six equal tranches of 15% every six months thereafter for a period of 36 months. These Escrowed Shares may not be transferred, assigned, or otherwise dealt without the consent of the regulatory authorities.

(d) Stock option plan

On March 14, 2019, the Company granted a total of 400,000 share purchase options to the Company’s directors and officers. These options will be exercisable at a price of $0.10 per share for a period of five years.

PLB CAPITAL CORP. Notes to the Condensed Interim Financial Statements For the Six Months Ended May 31, 2020 Expressed in Canadian Dollars Unaudited

(e) Share purchase warrants

Details of the status of the Company’s share purchase warrants are as follows:

	2020
	Number of	Weighted	Number of	Weighted
	Warrants	Average	Warrants	Average
		Exercise		Exercise
		Price		Price
Outstanding, beginning of	100,000	$ 0.10	-)))	$ -
year
Granted	-	-	100,000(1)	0.10
Outstanding,end ofyear	100,000	$0.10	100,000)))	$0.10

(1) Expire March 14, 2021

6. Financial Risk and Capital Management

Capital management

The Company’s objective when managing capital is to safeguard the Company’s ability to continue as a going concern.

Management of financial risk

The Company has classified its accounts payable and accrued liabilities as other financial liabilities. The carrying value of all financial liabilities approximates fair value due to the short-term nature of these financial instruments. The types of risk exposure and the Company’s methods of managing the risk remain consistent and are as follows:

(a) Market risk

PLB CAPITAL CORP. Notes to the Condensed Interim Financial Statements For the Six Months Ended May 31, 2020 Expressed in Canadian Dollars Unaudited

Management of financial risk (cont’d)

(i) Interest rate risk

The Company is not subject to significant interest rate risk with respect to its financial instruments.

(ii) Currency risk

The Company is not exposed to currency risk, as all financial instruments and expenditures incurred by the Company are denominated in Canadian dollars.

(iii) Other price risk

(b) Credit risk

Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations and arises principally from the Company’s cash. The Company limits exposure to credit risk through maintaining its cash with high-credit quality Canadian financial institutions. The Company is not exposed to significant credit risk on receivables, as these amounts are due from government agencies. The carrying amount of financial assets represents the maximum credit exposure.

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s approach to managing liquidity risk is to provide reasonable assurance that it will have sufficient funds to meet liabilities when due by forecasting cash flows for operations, anticipated investing and financing activities, and through management of its capital structure. All of the Company’s financial liabilities have contractual maturities of less than 90 days.

The fair values of the Company’s financial assets and liabilities approximate the carrying amounts due to their short-term nature.

Level 3 – Inputs that are not based on observable market data.

All of the Company’s financial instruments are measured at Level 1 as at May 31, 2020.

PLB CAPITAL CORP. Notes to the Condensed Interim Financial Statements For the Six Months Ended May 31, 2020 Expressed in Canadian Dollars Unaudited

7. Subsequent events

On June 16, 2020, the Company entered into a definitive share exchange agreement with Kainantu Resources Limited (“KRL”) and its securityholders whereby the Company will acquire all of the issued and outstanding securities of KRL in respect of the Qualifying Transaction.

B-1

APPENDIX “B”

MD&A PLB’S FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED NOVEMBER 30, 2019 AND FOR THE SIX MONTHS ENDED MAY 31, 2020

(See attached)

320116.00001/94658156.4

PLB CAPITAL CORP.

(A Capital Pool Company)

Management Discussion and Analysis For the year ended November 30, 2019

General

This Management's Discussion and Analysis ("MD&A") is intended to help the reader understand PLB Capital Corp. (the “Company”) financial statements for the year ended November 30, 2019 and is prepared by management using information available as of March 30, 2020. We have prepared this MD&A with reference to National Instrument 51‐102 – Continuous Disclosure Obligations of the Canadian Securities Administrators. The discussion should be read in conjunction with the audited financial statements of the Company and the accompanying notes for the year ended November 30, 2019. The audited financial statements, together with this MD&A are intended to provide investors with a reasonable basis for assessing the financial performance of the Company as well as forward‐looking statements relating to future performance. The financial statements are prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

This MD&A was reviewed by the Audit Committee and approved and authorized for issue by the Board of Directors on March 30, 2020. The information contained within this MD&A is current to March 30, 2020.

The Company’s critical accounting estimates, significant accounting policies and risk factors have remained substantially unchanged and are still applicable to the Company unless otherwise indicated. This MD&A complements and supplements, but does not form part of, the Company’s financial statements. All amounts are expressed in Canadian dollars unless noted otherwise. Additional information relating to the Company, including regulatory filings, can be found on the SEDAR website at www.sedar.com.

Forward‐Looking Statements

Certain statements contained in this MD&A may constitute forward‐looking statements. These forward‐ looking statements can generally be identified as such because of the context of the statements, including such words as “believes”, “anticipates”, “expects”, “plans”, “may”, “estimates”, or words of a similar nature. Such forward‐looking statements involve a number of known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Company to be materially different from anticipated future results and/or achievements expressed or implied by such forward‐looking statements, which speak only as of the date the statements were made. Readers are therefore advised to consider the risks associated with any such forward‐looking statements, which speak only as of the date the statements were made, and readers are advised to consider such forward‐looking statements considering the risks set forth herein.

Description of Business and Overview

PLB Capital Corp. (the “Company”) was incorporated under the Business Corporations Act (British Columbia) on July 4, 2019 and is a Capital Pool Company under the policies of the TSX Venture Exchange (the “Exchange”).

On December 19, 2018, the Company appointed an agent to offer for sale to the public on a commercially reasonable‐effort basis, 2,000,000 common shares at a price of $0.10 per common share for gross proceeds of $200,000 (the “Offering”).

PLB CAPITAL CORP.

(A Capital Pool Company) Management Discussion and Analysis For the year ended November 30, 2019

On March 14, 2019, the Company closed its initial public offering of 2,000,000 common shares issued at a price of $0.10 per share. As a result of this issuance, the Company has 4,000,000 shares issued and outstanding, of which 2,000,000 shares have been placed in escrow. The Company is listed on the TSX Venture Exchange under the trading symbol “PLB.P”.

The head office, principal and registered address and records office of the Company are located at Suite 2080, 777 Hornby Street, Vancouver, British Columbia V5Z 1S4.

To date, the Company has not generated revenues. Continued operations of the of the Company are dependent on the receipt of related party debt or equity financing on terms which are acceptable to the Company.

SUMMARY OF FINANCIAL RESULTS

Results for year ended November 30, 2019

For the year ended November 30, 2019, the Company recorded a net loss of $73,427 (The period from July 4, 2018 (Date of Incorporation) to November 30, 2018 ‐ $18,314). The increase in the net loss to $73,427 is mainly due to the following changes:

Share‐based compensation increased to $29,800 from the prior period of $nil in the year ended November 30, 2019 due to 400,000 stock options being granted and vested in the year.
Legal fees increased by $10,516 from the prior period to $13,999 in the year ended November 30, 2019 due to activity related to the Company completing its prospectus and IPO.
Transfer and filing fees decreased by $2,497 from the prior period to $11,100 in the year ended November 30, 2019 due to lower fees in the current year.

Operating Results, Financial Condition and Liquidity

	Three months ended	Three months ended	Year ended
	November 30,2019	August 31,2019	November 30,2019
Total Revenue	$ Nil	$ Nil(	$ Nil(
Income (Loss) for the Period	9,087	(4,046)	(73,427)
Total Assets	203,404	203,895(	203,404(
Total Liabilities	$Nil	$1,707(	$Nil(

(A Capital Pool Company) Management Discussion and Analysis For the year ended November 30, 2019

PLB CAPITAL CORP.

Financial Condition

At November 30, 2019, the Company had current assets of $203,404 (November 30, 2018 ‐ $81,686). Current liabilities were $Nil (November 30, 2018 ‐ $Nil).

Selected Quarterly Information

	Quarter ended	Quarter ended	Quarter ended	Quarter ended
	November 30,2019	August 31,2019	May31,2019	February28,2019
	$	$	$	$
Total Revenue	Nil	Nil	Nil	Nil
Net Income (Loss)	9,087	(4,046)	(60,043)	(18,425)
Income (Loss) per share	0.01	(0.00)	(0.02)	(0.01)
Total Assets	203,404	203,895(	212,534(	71,611(
Total Liabilities	Nil	1,707(	6,300(	8,350(

		For the period
		from July 4, 2018
	Quarter ended	(date of
	November 30,	incorporation) to
	2018	August 31,2018
	$	$
Total Revenue	Nil	Nil
Net Income (Loss)	(17,429)	(885)
Income (Loss) per Share	(0.01)	(0.00)
Total Assets	81,686	99,115
Total Liabilities	Nil	Nil

Capital Resource and Liquidity

At November 30, 2019, cash was $201,060 (November 30, 2018 ‐ $70,169). The Company has been reliant on financial assistance from equity financing. As of the date of this MD&A, the Company has no outstanding commitments. The Company has not pledged any of its assets as security for loans, or otherwise and is not subject to any debt covenants. The Company has $Nil in short term liabilities. Management has evaluated that the Company will be required to raise additional equity capital or other borrowings to be able to pay its liabilities and finance operating costs. The ability to raise sufficient funding cannot be determined at this time which creates a material uncertainty that casts doubt about the Company’s ability to continue as a going concern.

Outstanding Share Data

As at November 30, 2019 and at the MD&A date, 4,000,000 common shares were issued and outstanding, 400,000 stock options and 100,000 warrants outstanding.

(A Capital Pool Company) Management Discussion and Analysis

PLB CAPITAL CORP.

For the year ended November 30, 2019

Related Party Transactions

During the year ended November 30, 2019, the related party transactions amounted to $29,800.

	November	30,2019
Share‐based compensation	$	29,800

Off‐Balance Sheet Arrangements

The Company has no off‐balance sheet arrangements.

Critical Accounting Policies and Estimates

The preparation of the Company’s financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities and contingent liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Note 2 to the financial statements discusses these critical accounting policies.

Estimates and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. However, actual outcomes can differ from these estimates.

Financial Instruments

Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of a financial instrument.

PLB CAPITAL CORP.

(A Capital Pool Company) Management Discussion and Analysis For the year ended November 30, 2019

The Company’s cash is classified as subsequently measured at amortized cost.

Management’s Responsibility for Financial Information

The Company's financial statements and the other financial information included in this management report are the responsibility of the Company's management, and have been examined and approved by the Board of Directors. The financial statements were prepared by management in accordance with generally accepted Canadian accounting principles and include certain amounts based on management’s best estimates using careful judgment. The selection of accounting principles and methods is management’s responsibility.

Management recognizes its responsibility for conducting the Company’s affairs in a manner to comply with the requirements of applicable laws and established financial standards and principles, and for maintaining proper standards of conduct in its activities.

The Board of Directors supervises the financial statements and other financial information through its audit committee, which is comprised of a majority of non‐management directors.

This committee’s role is to examine the financial statements and recommend that the Board of Directors approve them, to examine the internal control and information protection systems and all other matters relating to the Company’s accounting and finances. In order to do so, the audit committee meets annually with the external auditors, with or without the Company’s management, to review their respective audit plans and discuss the results of their examination. This committee is responsible for recommending the appointment of the external auditors or the renewal of their engagement.

PLB CAPITAL CORP.

(A Capital Pool Company) Management Discussion and Analysis For the three months ended May 31, 2020

General

This Management's Discussion and Analysis ("MD&A") is intended to help the reader understand PLB Capital Corp. (the “Company”) unaudited condensed interim financial statements for the six month period ended May 31, 2020 and is prepared by management using information available as of July 28, 2020. We have prepared this MD&A with reference to National Instrument 51-102 – Continuous Disclosure Obligations of the Canadian Securities Administrators. The discussion should be read in conjunction with the unaudited condensed interim financial statements for the six month period ended May 31, 2020 and the audited financial statements of the Company and the accompanying notes for the year ended November 30, 2019. The audited financial statements, together with this MD&A are intended to provide investors with a reasonable basis for assessing the financial performance of the Company as well as forward-looking statements relating to future performance. The financial statements are prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board.

This MD&A was reviewed by the audit committee and approved and authorized for issue by the Board of Directors on July 28, 2020. The information contained within this MD&A is current to July 28, 2020.

Forward-Looking Statements

Certain statements contained in this MD&A may constitute forward-looking statements. These forwardlooking statements can generally be identified as such because of the context of the statements, including such words as “believes”, “anticipates”, “expects”, “plans”, “may”, “estimates”, or words of a similar nature. Such forward-looking statements involve a number of known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Company to be materially different from anticipated future results and/or achievements expressed or implied by such forward-looking statements, which speak only as of the date the statements were made. Readers are therefore advised to consider the risks associated with any such forward-looking statements, which speak only as of the date the statements were made, and readers are advised to consider such forward-looking statements considering the risks set forth herein.

Description of Business and Overview

The Company was incorporated under the Business Corporations Act (British Columbia) on July 4, 2018 and is a Capital Pool Company under the policies of the TSX Venture Exchange (the “Exchange”).

On December 19, 2018, the Company appointed an agent to offer for sale to the public on a commercially reasonable-effort basis, 2,000,000 common shares at a price of $0.10 per common share for gross proceeds of $200,000 (the “Offering”).

PLB CAPITAL CORP.

(A Capital Pool Company)

Management Discussion and Analysis For the three months ended May 31, 2020

On March 14, 2019, the Company closed the Offering. As a result of this issuance, the Company has 4,000,000 shares issued and outstanding, of which 2,000,000 shares have been placed in escrow. The Company is listed on the Exchange under the trading symbol “PLB.P”.

The principal business of the Company is the identification and evaluation of assets or businesses with a view to completing a “Qualifying Transaction” as it is defined in the policies of the Exchange. The Company is in the process of identifying potential acquisitions. There is no assurance that the Company will identify and complete a Qualifying Transaction within the time period described by the policies of the Exchange. Moreover, even if a potential Qualifying Transaction is identified by the Company, it may not meet the requirements of the Exchange.

On April 27, 2020 the Company announced that it has entered into a binding letter of intent dated April 23, 2020 with Kainantu Resources Limited (“KRL”) whereby the Company will acquire all of the issued and outstanding securities of KRL by way of a share exchange, amalgamation or such other form of business combination as the parties may determine.

On June 16, 2020, the Company entered into a definitive share exchange agreement with KRL and its securityholders in respect of the Qualifying Transaction.

The head office, principal and registered address and records office of the Company are located at Suite 2080, 777 Hornby Street, Vancouver, British Columbia, V5Z 1S4.

To date, the Company has not generated revenues. Continued operations of the Company are dependent on the receipt of related party debt or equity financing on terms which are acceptable to the Company.

SUMMARY OF FINANCIAL RESULTS

Results for year three month period ended February 29, 2020

For the three month period ended May 3129, 2020, the Company recorded a net loss of $16,909 (Three month period ended May 31, 2019 - $60,043). The decrease in the net loss of $43,134 is mainly due to the following changes:

Legal fees decreased to zero from $12,125 in the same period in the prior year due to activity related to the Company completing its prospectus and IPO.
Share-based compensation decreased by $29,800 to zero as there were no options issued in the period.
Audit and accounting fees increased to $6,750 from the prior period of $nil due to the fees for the year end.
Consulting fees decreased to zero from $6,000 due to no consulting activity in the period.
Transfer and filing fees decreased $1,003 from $11,100 to $10,097 and lower activity in the period.

(A Capital Pool Company) Management Discussion and Analysis For the three months ended May 31, 2020

PLB CAPITAL CORP.

Operating Results, Financial Condition and Liquidity

	Three months ended	Three months ended	Three months ended
	May31,2020	February29,2019	May31,2019
Total Revenue	$ Nil	$ Nil	$ Nil
(Loss) Income for the Period	(16,909)	(5,218)	(60,043)
Total Assets	181,555)	203,646	212,534)
Total Liabilities	$278)	$5,460	$6,300)

Financial Condition

At May 31, 2020, the Company had current assets of $181,555 (May 31, 2019 - $212,534). Current liabilities were $278 (May 31, 2019 - $6,300).

Selected Quarterly Information

	Quarter ended May31,2020 Quarter ended February29,2019 Quarter ended November 30,2019	Quarter ended August 31,2019
Total Revenue Net (Loss) Income (Loss) Income per Share Total Assets Total Liabilities	$) $) $ Nil) Nil) Nil (16,909) (5,218) 9,087 (0.01) (0.00) 0.00 181,555) 203,646) 203,404 278) 5,460) Nil	$) Nil) (4,046) (0.00) 203,895) 1,707)

	Quarter ended May31,2019 Quarter ended February28,2019 Quarter ended November 30,2018	For the period from July 4, 2018 (date of incorporation) to August 31,2018
Total Revenue Net Loss Loss per Share Total Assets Total Liabilities	$) $) $) Nil) Nil) Nil) (60,043) (18,425) (17,429) (0.02) (0.01) (0.01) 212,534) 71,611) 81,686) 6,300) 8,350) Nil)	$) Nil) (885) (0.00) 99,115) Nil)

Capital Resource and Liquidity

At May 31, 2020 cash was $180,677 (May 31, 2019 - $201,060). The Company has been reliant on financial assistance from equity financing. As of the date of this MD&A, the Company has no outstanding commitments. The Company has not pledged any of its assets as security for loans, or otherwise and is not subject to any debt covenants. The Company has $278 in short term liabilities. Management has evaluated that the Company will be required to raise additional equity capital or other borrowings to be

(A Capital Pool Company) Management Discussion and Analysis For the three months ended May 31, 2020

PLB CAPITAL CORP.

able to pay its liabilities and finance operating costs. The ability to raise sufficient funding cannot be determined at this time, which creates a material uncertainty that casts doubt about the Company’s ability to continue as a going concern.

Outstanding Share Data

As at May 31, 2020 and at the MD&A date, 4,000,000 common shares were issued and outstanding, and 400,000 stock options and 100,000 warrants were outstanding.

Related Party Transactions

During the three month period ended May 31, 2020 there were no additional related party transactions. During year ended November 30, 2019, the related party transactions amounted to $29,800.

	Six month period	For the year ended
	ended May31,2020	November 30,2019
Share-based compensation	$-	$29,800

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

Critical Accounting Policies and Estimates

The preparation of the Company’s unaudited condensed interim financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities and contingent liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Note 2 to the financial statements discusses these critical accounting policies.

Financial Instruments

Financial assets

Financial assets are classified into one of the following categories based on the purpose for which the asset was acquired. All transactions related to financial instruments are recorded on a trade date basis. The Company's accounting policy for each category is as follows:

Fair value through profit or loss (“FVTPL”)

Financial assets are classified as FVTPL when the financial asset is held-for-trading or is designated as FVTPL. A financial asset is classified as FVTPL when it has been acquired principally for the purpose of selling in the near future, it is a part of an identified portfolio of financial instruments that the Company manages and has an actual pattern of short-term profit taking or if it is a derivative that is not designated

PLB CAPITAL CORP.

(A Capital Pool Company) Management Discussion and Analysis For the three months ended May 31, 2020

and effective as a hedging instrument. Upon initial recognition, attributable transaction costs are recognized in profit or loss when incurred. Financial instruments at FVTPL are measured at fair value, and changes therein are recognized in profit or loss.

Loans and receivables

These assets are non-derivative financial assets resulting from the delivery of cash or other assets by a lender to a borrower in return for a promise to repay on a specified date or dates, or on demand. They are initially recognized at fair value less transaction costs that are directly attributable to their acquisition or issue and subsequently carried at amortized cost, using the effective interest rate method, less any impairment losses. Amortized cost is calculated taking into account any discount or premium on acquisition and includes fees that are an integral part of the effective interest rate and transaction costs. Gains and losses are recognized in profit or loss when the loans and receivables are derecognized or impaired, as well as through the amortization process. The Company has no assets included in this category.

Available-for-sale

Non-derivative financial assets that do not meet the definition of loans and receivables are classified as available-for-sale and comprise principally the Company’s strategic investments in entities not qualifying as subsidiaries or associates. Available-for-sale investments are carried at fair value with changes in fair value recognized in other comprehensive loss/income. Where there is a significant or prolonged decline in the fair value of an available-for-sale financial asset (which constitutes objective evidence of impairment), the full amount of the impairment, including any amount previously recognized in other comprehensive loss/income, is recognized in profit or loss. If there is no quoted market price in an active market and fair value cannot be readily determined, available-for-sale investments are carried at cost.

On sale or impairment, the cumulative amount recognized in other comprehensive loss/income is reclassified from accumulated other comprehensive loss/income to profit or loss. The Company has no assets included in this category.

Held-to-maturity

Non-derivative financial assets with fixed or determinable payments and fixed maturities that the Company has the positive intention and ability to hold to maturity are classified as held-to-maturity. Financial assets classified as held-to-maturity are measured at amortized cost using the effective interest method.

At each reporting date the Company assesses whether there is any objective evidence that a financial asset or a group of financial assets is impaired. A financial asset or group of financial assets is deemed to be impaired if, and only if, there is objective evidence of impairment as a result of one or more events that has occurred after the initial recognition of the asset and that event has an impact on the estimated future cash flows of the financial asset or the group of financial assets. The Company has no assets included in this category.

PLB CAPITAL CORP.

(A Capital Pool Company)

Management Discussion and Analysis For the three months ended May 31, 2020

Financial liabilities

Management’s Responsibility for Financial Information

The Company's financial statements and the other financial information included in this management report are the responsibility of the Company's management and have been examined and approved by the Board of Directors. The financial statements were prepared by management in accordance with generally accepted Canadian accounting principles and include certain amounts based on management’s best estimates using careful judgment. The selection of accounting principles and methods is management’s responsibility.

The Board of Directors supervises the financial statements and other financial information through its audit committee, which is comprised of a majority of non-management directors.

This audit committee’s role is to examine the financial statements and recommend that the Board of Directors approve them, to examine the internal control and information protection systems and all other matters relating to the Company’s accounting and finances. In order to do so, the audit committee meets annually with the external auditors, with or without the Company’s management, to review their respective audit plans and discuss the results of their examination. This committee is responsible for recommending the appointment of the external auditors or the renewal of their engagement.

C-1

APPENDIX “C”

AUDITED FINANCIAL STATEMENTS OF KRPL AS AT AND FOR THE PERIOD OF INCORPORATION ON AUGUST 21, 2019 TO DECEMBER 31, 2019 AND AS AT AND FOR THE PERIOD FROM JANUARY 1, 2020 TO JULY 31, 2020 (See attached)

320116.00001/94658156.4

==> picture [200 x 70] intentionally omitted <==

KAINANTU RESOURCES PTE. LTD.

CONSOLIDATED FINANCIAL STATEMENTS

(Presented in United States Dollars)

For the period from incorporation on August 21, 2019 to December 31, 2019 and January 1, 2020 to July 31, 2020

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INDEPENDENT AUDITOR’S REPORT

To the Directors of Kainantu Resources Pte. Ltd.

Opinion

We have audited the accompanying consolidated financial statements of Kainantu Resources Pte. Ltd. (the “Company”), which comprise the consolidated statements of financial position as at July 31, 2020 and December 31, 2019, and the consolidated statements of loss and comprehensive loss, changes in shareholders’ equity and cash flows for the period from January 1, 2020 to July 31, 2020 and the period from incorporation on August 21, 2019 to December 31, 2019, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at July 31, 2020 and December 31, 2019, and its financial performance and its cash flows for the period from January 1, 2020 to July 31, 2020 and the period from incorporation on August 21, 2019 to December 31, 2019 in accordance with International Financial Reporting Standards (“IFRS”).

Basis for Opinion

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

Other Information

Management is responsible for the other information. The other information obtained at the date of this auditor's report includes Management’s Discussion and Analysis.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

We obtained Management’s Discussion and Analysis prior to the date of this auditor’s report. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

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

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

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

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

Auditor's Responsibilities for the Audit of the Consolidated Financial Statements

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

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

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

“DAVIDSON & COMPANY LLP”

Vancouver, Canada

Chartered Professional Accountants

October 29, 2020

KAINANTU RESOURCES PTE. LTD.

Consolidated Statements of Financial Position

(Presented in United States Dollars)

As at			July 31,		December 31,
	Note		2020		2019
ASSETS
Current
Receivables	6	$	5,249	$	2,974
Total Current Assets			5,249		2,974
Non-Current
Property and equipment	7		465,213		-
Exploration and evaluation assets	8		2,392,318		-
Total Non-Current Assets			2,857,531		-

Total Assets		$	2,862,780	$	2,974
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current
Accounts payable and accrued liabilities		$	27,743	$	2,355
Due to relatedparties	14		121,373		-
Total Current Liabilities			149,116		2,355
Shareholders’ Equity
Share capital	9		2,802,177		2,169
Accumulated other comprehensive income			(1,471)		34
Deficit			(87,042)		(1,584)
Total Shareholders’ Equity			2,713,664		619

Total Liabilities and Shareholders’ Equity		$	2,862,780	$	2,974
Nature of business	1
Going concern	2
Subsequent events	18

Approved and authorized by the board of directors on October 29, 2020:

“Matthew Salthouse” Matthew Salthouse Director	“Bart Lendrum” Bart Lendrum Director

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

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KAINANTU RESOURCES PTE. LTD.

Consolidated Statements of Loss and Comprehensive Loss (Presented in United States Dollars)

For the Period			January 1, 2020		August 21, 2019 to
			to July 31, 2020		December 31, 2019
	Note
EXPENSES
General and administrative		$	30,317	$	-
Professional and consulting fees			47,442		1,242
Depreciation	7		5,131		-
Formation expenses			2,642		342
Foreign exchange			(74)		-
Loss for the Period			(85,458)		(1,584)
Foreign exchange translation			(1,505)		34
Comprehensive Loss for the Period		$	(86,963)	$	(1,550)
Basic and diluted net loss per		$	(0.015)	$	(1.03)
common share
Weighted average number of common	11
shares outstanding– basic and diluted			5,728,770		1,500

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

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KAINANTU RESOURCES PTE. LTD.

Consolidated Statements of Cash Flows

For the period from incorporation on August 21, 2019 to December 31, 2019 and January 1, 2020 to July 31, 2020

(Presented in United States Dollars)

For the period			January 1, 2020		August 21, 2019 to
			to July 31, 2020		December 31, 2019
	Note
OPERATING ACTIVITIES
Loss for the period		$	(85,458)	$	(1,584)
Depreciation			5,131		-
Foreign exchange			(1,505)		34
Changes in non-working capital items:
Receivables			407		(805)
Accounts payable and accrued liabilities			27,743		2,355
Due to relatedparties			53,682		-
Net Cash Used in Operating Activities			-		-
Change in cash			-		-
Cash, beginning ofperiod			-		-
Cash, end ofperiod		$	-	$	-

Supplementary Cash Flow Information 17

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

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KAINANTU RESOURCES PTE. LTD.

Consolidated Statements of Changes in Shareholders’ Equity

For the period from incorporation on August 21, 2019 to December 31, 2019 and January 1, 2020 to July 31, 2020 (Presented in United States Dollars)

		Share	Capital
					Accumulated Other		Total
	Notes	Number of	Amount		Comprehensive Income /	Deficit	Shareholders’
		shares			(Loss)		Equity
				$	$	$	$
Balance – Incorporation August 21, 2019		-		-	-	-	-
Share issuance – August 21,2019	9	1,500		2,169	-	-	2,169
Loss for theperiod		-		-	-	(1,584)	(1,584)
Foreign exchange translation		-		-	34	-	34
Balance – December 31, 2019		1,500		2,169	34	(1,584)	619
Share issuance - June 1,2020	9	2,200,000		8	-	-	8
Share issuance - June 1,2020	9	17,798,500	2,800,000		-	-	2,800,000
Loss for theperiod		-		-	-	(85,458)	(85,458)
Foreign exchange translation		-		-	(1,505)	-	(1,505)
Balance – July 31, 2020		20,000,000	2,80		(1,471)	(87,042)	2,713,664
			2	17

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

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KAINANTU RESOURCES PTE. LTD.

Notes to the Consolidated Financial Statements

For the period from incorporation on August 21, 2019 to December 31, 2019 and January 1, 2020 to July 31, 2020

(Presented in United States Dollars)

1. NATURE OF BUSINESS

Kainantu Resources Pte. Ltd. (“KRPL” or the "Company") was incorporated in Singapore on August 21, 2019. The Company incorporated a subsidiary Kainantu Resources Limited (together “the Group”) on February 1, 2020 for the purpose of acquiring mineral exploration properties in Papua New Guinea. The principal office is level 10 Anson Road #13-09 International Plaza Singapore, 079903.

On June 1, 2020, a Restructure Deed was executed whereby, pursuant to an option and sale agreement (“Option and Sale Agreement”), certain assets and related expenditures on mineral exploration properties were acquired by the Group. The total consideration of $2.8 million for the purchase was settled through a promissory note to Pacific Energy Consulting Limited (“PEC”) which in turn assigned the promissory note to Asia Pacific Energy Ventures Pte. Ltd. The promissory note was then settled with issuance of 17,798,500 shares in the Company (Note 9).

This transaction has been accounted for as an asset acquisition as at the time of the transaction, as the group of assets acquired did not meet the definition of a business. The consideration paid has been allocated to the acquired assets based on their fair value at the date of acquisition. The purchase price of the acquisition has been primarily allocated as follows:

Purchase price
Promissory note issued	$ 2,800,000
Net assets acquired
Deposits	$ 5,012
Property and equipment	464,296
Exploration and evaluation assets	2,330,692
	$ 2,800,000

Following the acquisition of the Kainantu exploration properties and associated assets, the entities will be focused on mineral exploration in Papua New Guinea.

On June 16, 2020, the Company entered into a definitive share exchange agreement (“the Agreement”) with PLB Capital Corp. (“PLB”) whereby PLB will acquire all of the issued and outstanding securities of KRPL in respect of the Qualifying Transaction. The Agreement was further amended on August 5, 2020 in relation to the number and type of securities acquired and completion of financing by the Company and on October 7, 2020 in relation to the minimum financing amount and condition for the award of deferred consideration shares.

Concurrently with the transaction with PLB, the Company intends to complete a private placement to raise minimum proceeds of CDN$3,000,000 by the issuance of 15,000,000 units at $0.20 per unit. Each unit will consist of one common share of the Company and one-half share purchase warrant. Each whole warrant will entitle the holder to purchase one additional common share at a price of CDN$0.40 for a period of three years.

On July 27, 2020, all issued and outstanding common shares of the Company were consolidated on a 2:1 basis. All references to share and per share amounts have been retroactively restated to reflect the share consolidation.

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KAINANTU RESOURCES PTE. LTD.

Notes to the Consolidated Financial Statements

For the period from incorporation on August 21, 2019 to December 31, 2019 and January 1, 2020 to July 31, 2020

(Presented in United States Dollars)

2. GOING CONCERN

These financial statements have been prepared on the basis of accounting principles applicable to a going concern, which assumes the Group will be able to continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations.

As at July 31, 2020, the Group has recorded a net loss of $85,458 for the period and has an accumulated deficit of $87,042. The Group has no source of revenue. Its ability to continue as a going concern is dependent on raising adequate financing to explore its mineral properties and develop profitable operations. The Directors are confident the completion of the proposed financing will secure the funding required to meet its current stated exploration objectives.

Subsequent to the period ended July 31, 2020, the Company has received subscription funds, subscription agreements and firm orders in relation to the intended private placement outlined in Note 1. The Company estimates that it has adequate financial resources for at least the next twelve months.

In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn. It is not possible for the Group to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Group’s business or ability to raise funds.

These consolidated financial statements do not reflect adjustments that would be necessary if the going concern assumption was not appropriate. If the going concern basis was not appropriate for these consolidated financial statements, then adjustments would be necessary to the carrying value of assets and liabilities, the reported expenses and the statement of financial position classifications used.

3. BASIS OF PREPARATION

a. Statement of compliance

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

These consolidated financial statements were approved by the board of directors on October [ ], 2020.

b. Basis of measurement

These consolidated financial statements have been prepared on a historical cost basis, except for certain financial instruments which have been measured at fair value. In addition, these financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

c. Presentation currency

These consolidated financial statements are presented in United States Dollars (“USD”) which differs from the Company’s functional currency which is Singapore Dollars (“SGD”). Functional currencies of each entity are set out below.

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KAINANTU RESOURCES PTE. LTD.

Notes to the Consolidated Financial Statements

For the period from incorporation on August 21, 2019 to December 31, 2019 and January 1, 2020 to July 31, 2020

(Presented in United States Dollars)

3. BASIS OF PREPARATION (Continued)

Foreign currencies

Transactions in foreign currencies are initially recorded by each entity in the Group at their respective functional currency spot rates at the date the transaction first qualifies for recognition.

Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange at the reporting date. All differences are taken to profit or loss.

Non-monetary items measured at historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transaction. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined.

The gain or loss arising on translation of non-monetary items measured at fair value is treated in line with the recognition of the gain or loss on the change in fair value of the item (i.e., translation differences on items whose fair value gain or loss is recognised in profit or loss or other comprehensive income / (loss) are also recognized in profit or loss or other comprehensive income / (loss), respectively).

Translation of foreign operations

The financial position of the subsidiary, whose functional currency is different from the reporting currency, are translated as follows:

assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that financial period end;
income and expenses are translated at average exchange rates for the period, unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions;
equity transactions are translated using the exchange rate at the date of the transactions; and
all resulting exchange differences are recognized in other comprehensive income and reported as a separate component of equity.

d.

Basis of consolidation

The consolidated financial statements comprise the financial statements of the Company and its subsidiary. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee.

Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. All intra-group assets and liabilities, revenues, expenses and cash flows relating to intra-group transactions are eliminated.

Entity	Ownership %	Country of incorporation	Nature / Activities	Functional Currency
Kainantu Resources Pte Ltd	-	Singapore	Investment holding	SGD
			and services
Kainantu Resources Limited	100%	Papua New Guinea	Mineral exploration	USD

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KAINANTU RESOURCES PTE. LTD.

Notes to the Consolidated Financial Statements

For the period from incorporation on August 21, 2019 to December 31, 2019 and January 1, 2020 to July 31, 2020

(Presented in United States Dollars)

4. SIGNIFICANT ACCOUNTING POLICIES

a. Cash and cash equivalents

Cash and cash equivalents comprise cash on hand, term deposits, and highly liquid instruments with a maturity of three months.

The Group does not hold any bank accounts and has been funded by related entities.

b. Asset acquisitions

Asset acquisitions are accounted for using the allocation method based on relative fair values of assets acquired. The cost of an acquisition is measured as the aggregate of the consideration transferred.

c. Property and equipment

Property and equipment are carried at historical cost less any accumulated depreciation and impairment losses.

Depreciation is calculated on following basis over the estimated useful lives of property and equipment:

Office equipment, software and licenses Straight line over 2 - 5 years Machinery & Equipment Straight line over 2 - 5 years Motor vehicles Straight line over 3 years

d. Exploration and evaluation assets

Recognition and measurement

Exploration and evaluation, including the costs of acquiring licenses and directly attributable general and administrative costs, initially are capitalized as exploration and evaluation assets. The costs are accumulated by areas of interest pending the determination of technical feasibility and commercial viability.

Pre-license costs are expensed when incurred. Pre-exploration costs are expensed unless it is considered probable that they will generate future economic benefits.

The recoverability of amounts shown for exploration and evaluation assets is dependent upon the ability of obtaining financing to complete the exploration and evaluation of the mineral resource properties, the existence of economically recoverable reserves and future profitable production, or alternatively, the ability to recover costs through a disposition of its mineral resource properties. The amounts shown for exploration and evaluation assets do not necessarily represent present or future value. Changes in future conditions could require a material change in the amount recorded for exploration and evaluation assets.

The technical feasibility and commercial viability of extracting a mineral resource from an area of interest is considered to be determinable when proved and/or probable reserves are determined to exist, and the necessary permits have been received to commence production. A review of each area of interest is carried out at least annually. Upon determination of technical feasibility and commercial viability, exploration and evaluation assets is first tested for impairment and then reclassified to property and

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KAINANTU RESOURCES PTE. LTD.

Notes to the Consolidated Financial Statements

For the period from incorporation on August 21, 2019 to December 31, 2019 and January 1, 2020 to July 31, 2020

(Presented in United States Dollars)

4. SIGNIFICANT ACCOUNTING POLICIES (Continued)

equipment and/or intangibles or expensed to the consolidated statement of loss and comprehensive loss to the extent of any impairment.

Impairment

Exploration and evaluation assets is assessed for impairment if (i) sufficient data exists to determine technical feasibility and commercial viability, and (ii) facts and circumstances suggest that the carrying amount exceeds the recoverable amount.

An impairment loss is recognized in the consolidated statement of loss and comprehensive loss if the carrying amount of an area of interest exceeds its estimated recoverable amount. The recoverable amount of an area of interest used in the assessment of impairment of exploration and evaluation assets is the greater of its value in use (“VIU”) and its fair value less costs of disposal (“FVLCD”).

VIU is determined by estimating the present value of the future net cash flows at a pre-tax discount rate that reflects current market assessment of the time value of money and the risks specific to the property.

FVLCD refers to the price that would be received to sell the area of interest in an orderly transaction between market participants.

For an area of interest that does not generate largely independent cash flows, the recoverable amount is determined for the cash-generating unit to which the area of interest belongs. Impairment losses previously recognized are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount only to the extent that the area of interest’s carrying amount does not exceed the carrying amount that would have been determined if no impairment loss had been recognized.

e. Share capital

Share capital is classified as equity. Incremental costs directly attributable to the issue of common shares are recognized as a deduction from equity, net of any tax effects.

f. Reserves

Exchange differences relating to the translation of the results and net assets of the Group’s foreign operations from their functional currency to the Group’s presentation currency are recognized directly in other comprehensive income / (loss) and accumulated in the foreign currency translation reserve. See Note 3 for the functional currencies of KRPL and KRL.

g. Income taxes

Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in equity.

Current tax expense is the expected tax payable on taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, adjusted for amendments to tax payable with regards to previous years.

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KAINANTU RESOURCES PTE. LTD.

Notes to the Consolidated Financial Statements

For the period from incorporation on August 21, 2019 to December 31, 2019 and January 1, 2020 to July 31, 2020

(Presented in United States Dollars)

4. SIGNIFICANT ACCOUNTING POLICIES (Continued)

Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they revert, based on the laws that have been enacted or substantively enacted by the reporting date.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current income tax liabilities and assets, and they relate to income taxes levied by the same tax authority for the same taxable entity. A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related income tax benefit will be realized.

h. Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

On initial recognition, financial assets are recognized at fair value and are subsequently classified and measured at amortized cost, fair value through other comprehensive income (“FVOCI”), or fair value through profit or loss (“FVTPL”). The classification of financial assets is generally based on the business model in which a financial asset is managed and its contractual cash flow characteristics. A financial asset is measured at fair value net of transaction costs that are directly attributable to its acquisition except for financial assets at FVTPL where transaction costs are expensed. All financial assets not classified and measured at amortized cost or FVOCI are measured at FVTPL. On initial recognition of an equity instrument that is not held for trading, the Group may irrevocably elect to present subsequent changes in the investment’s fair value in OCI. The classification determines the method by which the financial assets are carried on the consolidated statement of financial position subsequent to inception and how changes in value are recorded. The Group’s receivables are measured at amortized cost.

Financial liabilities are designated as either FVTPL or amortized cost. All financial liabilities are classified and subsequently measured at amortized cost except for financial liabilities at FVTPL. The classification determines the method by which the financial liabilities are carried on the consolidated statement of financial position subsequent to inception and how changes in value are recorded. The Group’s accounts payables and accrued liabilities are measured at amortized cost.

Impairment of financial assets

An expected credit loss impairment model is applied which requires a loss allowance to be recognized based on expected credit losses. This applies to financial assets measured at amortized cost. The estimated present value of future cash flows associated with the asset is determined and an impairment loss is recognized for the difference between this amount and the carrying amount as follows: the carrying amount of the asset is reduced to estimated present value of the future cash flows associated with the asset, discounted at the financial asset’s original effective interest rate, either directly or through the use of an allowance account and the resulting loss is recognized in profit or loss.

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KAINANTU RESOURCES PTE. LTD.

Notes to the Consolidated Financial Statements

For the period from incorporation on August 21, 2019 to December 31, 2019 and January 1, 2020 to July 31, 2020

(Presented in United States Dollars)

4. SIGNIFICANT ACCOUNTING POLICIES (Continued)

In a subsequent period, if the amount of the impairment loss related to financial assets measured at amortized cost decreases, the previously recognized impairment loss is reversed to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized.

i. Loss per share

Basic loss per share is calculated by dividing the loss attributable to ordinary shareholders of the Group by the weighted average number of ordinary shares outstanding during the period, adjusted for any of its own shares held. Diluted loss per share is determined by adjusting the loss attributable to shareholders and the weighted average number of ordinary shares outstanding, adjusted for any of its own shares held, for the effects of all dilutive potential ordinary shares, which comprise outstanding warrants and stock options.

j. Contingent liabilities

The Group does not recognize a contingent liability component in the cost of an asset, when an asset or a group of assets that do not constitute a business are acquired. Any subsequent payments made in relation to the contingent element are adjusted against the cost of the asset as incurred.

k. Rehabilitation provision

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

The rehabilitation provision generally arises when the environmental disturbance is subject to government laws and regulations. When the liability is recognized, the present value of the estimated costs is capitalized by increasing the carrying amount of the related mining assets. Over time, the discounted liability is increased for the changes in present value based on current market discount rates and liability specific risks.

Additional environmental disturbances or changes in rehabilitation costs will be recognized as additions to the corresponding assets and rehabilitation liability in the period in which they occur. At this time, the Group does not have any significant rehabilitation obligations.

l. Accounting Standards Issued but not yet Effective

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KAINANTU RESOURCES PTE. LTD.

Notes to the Consolidated Financial Statements

For the period from incorporation on August 21, 2019 to December 31, 2019 and January 1, 2020 to July 31, 2020

(Presented in United States Dollars)

5. SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS

The preparation of these consolidated financial statements in accordance with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts and the valuation of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenditures during the year.

These judgments and estimates are continuously evaluated and are based on management’s experience and knowledge of the relevant facts and circumstances. Actual results may differ from the estimates. Revisions to estimates and the resulting effects on the carrying amounts of the Group’s assets and liabilities are accounted for prospectively. Information about such judgments and estimates is contained in the description of accounting policies (note 4) and/or other notes to the financial statements. Management has made the following critical judgments and estimates:

Critical judgments in applying accounting policies

The critical judgments that the Company’s management has made in the process of applying the Company’s accounting policies, apart from those involving estimations, that have the most significant effect on the amounts recognized in the Company’s consolidated financial statements are as follows:

Functional currency

The functional currency for each of the Group’s operations is the currency of the primary economic environment in which the entity operates. The Company has determined that the functional currencies of the Company and its subsidiary are SGD and the USD respectively. Determination of functional currency may involve certain judgments to determine the primary economic environment and the Company reconsiders the functional currency of its entities if there is a change in events and conditions which determined the primary economic environment.

Impairment of non-current assets

Non-current assets are tested for impairment when indicators of impairment are present. Calculating the estimated fair values of cash generating units for non-current asset impairment tests requires management to make estimates and assumptions with respect to metal selling prices, future capital expenditures, reductions in the amount of recoverable reserves, resources, and exploration potential, production cost estimates, discount rates and exchange rates. Reductions in metal price forecasts, increases in estimated future costs of production, increases in estimated future non-expansionary capital expenditures, reductions in the amount of recoverable reserves, resources, and exploration potential, and/or adverse current economics can result in a write-down of the carrying amounts of the Company’s non-current assets.

Key sources of estimation uncertainty

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

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KAINANTU RESOURCES PTE. LTD.

Notes to the Consolidated Financial Statements

For the period from incorporation on August 21, 2019 to December 31, 2019 and January 1, 2020 to July 31, 2020

(Presented in United States Dollars)

5. SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS (Continued)

Exploration and evaluation assets

The application of the Group’s accounting policy for exploration and evaluation expenditure requires judgment in determining whether future economic benefits are likely, which may be based on assumptions about future events or circumstances. Estimates and assumptions made may change if new information becomes available. If, after expenditure is capitalized, information becomes available suggesting that the recovery of expenditure is unlikely, the amount capitalized is recognized in loss in the period that the new information becomes available.

Income taxes

Management is required to make estimations regarding the tax basis of assets and liabilities and related deferred income tax assets and liabilities, the measurement of income tax expense and indirect taxes. A number of these estimates require management to make estimates of future taxable profit, and if actual results are significantly different than estimates, the ability to realize the deferred tax assets recorded on the statement of financial position could be impacted. The Group is subject to assessments by tax authorities who may interpret the tax law differently. These factors may affect the final amount or the timing of tax payments.

6. RECEIVABLES

RECEIVABLES
		2020		2019
Deposits and other receivables	$	5,249	$	2,974
	$	5,249	$	2,974

Includes subscription funds receivable (note 14) and security deposits pertaining to exploration licenses.

7. PROPERTY AND EQUIPMENT

Cost	Office Equipment	Machinery & Equipment	Motor Vehicles	Construction in Progress	Total
	$	$	$	$	$
August 21, 2019
and December 31,	-	-	-	-	-
2019
Additions	3,081	6,370	90,610	370,283	470,344
July 31, 2020	3,081	6,370	90,610	370,283	470,344
Accumulated Depreciation
August 21, 2019
and December 31,	-	-	-	-	-
2019
Depreciation	171	29	4,931	-	5,131
July 31, 2020	171	29	4,931	-	5,131
Net Book Value	2,910	6,341	85,679	370,283	465,213

Plant and equipment items were mainly acquired pursuant to the Option and Sale Agreement with PEC (Note 1) on June 1, 2020 for consideration of $464,296.

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KAINANTU RESOURCES PTE. LTD.

Notes to the Consolidated Financial Statements

For the period from incorporation on August 21, 2019 to December 31, 2019 and January 1, 2020 to July 31, 2020

(Presented in United States Dollars)

8. EXPLORATION AND EVALUATION ASSETS

Title to exploration and evaluation assets involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyancing history characteristic of many exploration and evaluation assets. The Group has investigated title to all of its exploration and evaluation assets and, to the best of its knowledge, title to all of its assets are in good standing.

		Acquisition Cost	Additions	Impairment	Total
August 21, 2019 and		-	-	-	-
December 31, 2019	$
Kainantu		2,330,692	61,626	-	2,392,318
July 31, 2020	$	2,330,692	61,626	-	2,392,318

The Kainantu exploration properties were acquired pursuant to the Option and Sale Agreement with PEC (Note 1) on June 1, 2020 for consideration of $2,330,692.

9. SHARE CAPITAL

The Company is authorized to issue unlimited ordinary shares.

All issued ordinary shares are fully paid and have no par value. The holders of the shares are entitled to receive dividends and are entitled to one vote per share. All shares rank equally with regard to the Company’s residual assets in the event of a wind-up.

On August 21, 2019, the Company issued 1,500 ordinary shares at $2 (SGD) upon incorporation. On June 1, 2020, a private placement was completed prior to completion of the Restructure (Note 1) with a further 2,200,000 shares issued at a price of $0.05 (SGD) per 5,000 shares.

On June 1, 2020, 17,798,500 shares were issued through the Restructure as consideration to settle the $2,800,000 promissory note held by APEV (Note 1).

10. INCOME TAXES

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

		Period ended	Period ended
		July 31, 2020	December 31,
			2019
Loss for the period	$	(85,458)	(1,584)
Expected income tax expense (recovery)		(14,528)	(269)
Change in unrecognized deductible temporary		14,528	269
differences
Total income taxes	$	-	-

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KAINANTU RESOURCES PTE. LTD.

Notes to the Consolidated Financial Statements

For the period from incorporation on August 21, 2019 to December 31, 2019 and January 1, 2020 to July 31, 2020

(Presented in United States Dollars)

10. INCOME TAXES (Continued)

The significant components of the Company’s temporary differences, unused tax credits and unused tax losses that have not been included on the consolidated statements of financial position are as follows:

	2020	Expiry Date Range	2019	Expiry Date Range
Temporary Differences
Non-capital losses available for
futureperiods	87,000	No expirydate	2,000	No expirydate
Singapore	77,000	No expiry date	-	No expiry date
Papua New Guinea	10,000	2040	-	N/A

Tax attributes are subject to review, and potential adjustment, by tax authorities.

11. LOSS PER SHARE

Loss per share amounts are calculated by dividing the net		Period ended	Period ended
loss attributable to shareholders for the period by the		July 31, 2020	December 31,
weighted-average number of shares outstanding during			2019
the period.
Net loss attributable to equity holders	$	(85,458)	(1,584)
Basic and diluted weighted number of shares		5,728,769	1,500
Basic and diluted loss per shares attributable to
equity holders of the Company	$	(0.015)	(1.03)

12. DETERMINATION OF FAIR VALUES

The Group’s financial instruments consist of receivables and accounts payable and accrued liabilities.

Fair values have been determined for measurement and/or disclosure purposes based on the following methods. When applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.

Classification and fair values		July 31, 2020	December 31, 2019
Assets – Amortized Cost
Receivables	$	5,249	2,974
Liabilities – Amortized Cost
Accounts payable and accrued liabilities	$	27,743	2,355
Due to related parties		121,373	-

Financial instruments recorded at fair value on the consolidated statements of financial position are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets;

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KAINANTU RESOURCES PTE. LTD.

Notes to the Consolidated Financial Statements

For the period from incorporation on August 21, 2019 to December 31, 2019 and January 1, 2020 to July 31, 2020

(Presented in United States Dollars)

12. DETERMINATION OF FAIR VALUES (Continued)

Level 2 fair value measurements are those derived from inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The carrying value of cash, receivables, accounts payable and accrued liabilities, and due to related parties approximated their fair value because of the short-term nature of these instruments.

The Group does not carry any financial instruments at FVTPL.

13. FINANCIAL AND RISK MANAGEMENT

The activities of the Group expose them to a variety of financial risks that arise as a result of their exploration, development and financing activities, including credit risk, liquidity risk and market risk.

This note presents information about the Group’s exposure to each of the above risks, the objectives, policies and processes for measuring and managing risk, and the management of capital. Further quantitative disclosures are included throughout these financial statements.

The Board of Directors of the Group oversees management's establishment and execution of the Group’s risk management framework. Management has implemented and monitors compliance with risk management policies. The Group’s risk management policies are established to identify and analyze the risks faced by the Group to set appropriate risk limits and controls, and to monitor risks and adherence to market conditions and the Group’s activities.

Credit risk

Credit risk is the risk of financial loss to the Group if the counterparty to a financial instrument fails to meet its contractual obligations. The Group holds no operational bank accounts; accordingly, is not subject to credit risk.

Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting their financial liabilities that are settled in cash or other financial assets. The Group’s approach to managing liquidity risk is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities as they come due. The amounts for other payables are subject to normal trade terms. The Group expects to settle its financial liabilities within normal trading terms (within three months).

Market risk

Market risk is the risk that changes in market prices, such as equity prices and foreign exchange rates will affect the Group’s profit or loss or the value of its financial instruments.

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KAINANTU RESOURCES PTE. LTD.

Notes to the Consolidated Financial Statements

For the period from incorporation on August 21, 2019 to December 31, 2019 and January 1, 2020 to July 31, 2020

(Presented in United States Dollars)

13. FINANCIAL AND RISK MANAGEMENT (Continued)

Foreign currency risk

Foreign currency risk is the risk that the Group’s financial performance will be affected by fluctuations in the exchange rates between currencies. The Group’s exposure to the risk of changes in foreign exchange rates relates primarily to the Group’s operating activities (when expenses are denominated in currencies other than the respective functional currencies). The Group manages this foreign currency risk by matching payments in the same currency and monitoring movements in exchange rates.

Capital management

Capital of the Group consists of items within shareholder’ equity. The Group’s objectives when managing capital is to safeguard the Group’s ability to continue as a going concern so it can acquire, explore and develop mineral resource properties for the benefit of its shareholders. The Group manages its capital structure and makes adjustments based on the funds available to it in light of changes in economic conditions.

The Board of Directors of the Group has not established quantitative return on capital criteria for management, but rather relies on the expertise of the management to sustain the future development of the Group. In order to facilitate the management of their capital requirements, the Group prepares annual expenditure budgets that consider various factors, including successful capital deployment and general industry conditions. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Group is reasonable.

The Group’s principal source of capital is from the issue of ordinary shares. In order to achieve its objectives, the Group intends to raise additional funds as required. The Group is not subject to externally imposed capital requirements and there were no changes to the Group’s approach to capital management during the period.

14. RELATED PARTY TRANSACTIONS

Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Group as a whole. The Group has determined that key management personnel consist of executive and non-executive members of the Board of Directors and corporate officers.

During the period ended July 31, 2020, the incorporation subscription funds receivable (Note 6) from its former shareholder was settled as part of the Restructure.

As at July 31, 2020, amounts due to related parties totalled $121,373 in relation to ongoing funding received from the APEV group prior to completion of the fundraising relating to the qualifying transaction.

During the period ended July 31, 2020 Matthew Salthouse Director and Chief Executive Officer received fees for management services provided by Axis Mining Pte Ltd totaling $11,457 (SGD $16,000) and $nil during the period ended December 31, 2019.

For the period ended December 31, 2019, a Nominee Director Chin Moon Jun received fees for Nominee services totalling $704 (SGD $1,000).

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KAINANTU RESOURCES PTE. LTD.

Notes to the Consolidated Financial Statements

For the period from incorporation on August 21, 2019 to December 31, 2019 and January 1, 2020 to July 31, 2020

(Presented in United States Dollars)

15. COMMITMENTS AND CONTINGENCIES

The Group has the following commitments, with payment based on the assumption of continued operations and ongoing successful exploration results at its tenements, and contingent on the successful award of new tenements under application.

Commitment payments Papua New Guinea Kina Minimum exploration expenditure commitment for the second year at the 60,000 (USD $17,400 at granted Kainantu Tenements. July 31, 2020)

Papua New Guinea Kina Minimum exploration expenditure commitment for the next 2 years at the 1,315,000 (USD $381,350 additional Kainantu Tenements under application, where granted. at July 31, 2020)

No other contingent payments or commitments exist at the balance date.

16. SEGMENTED INFORMATION

The Group operates in one business segment being mineral exploration in Papua New Guinea. All noncurrent assets are located in Papua New Guinea.

17. SUPPLEMENTARY CASH FLOW INFORMATION

Supplemental information regarding non-cash transactions is as follows:

During the period ended July 31, 2020:

Deposits included in receivables of $5,012, property and equipment of $464,296 and exploration and evaluation assets of $2,330,692 were acquired pursuant to the Restructure (Note 1).
Accounts payable and accrued liabilities of $2,355 were settled as part of the Restructure (Note 1).
Subscription funds receivable of $2,169 were settled as part of the Restructure (Note 1).
Due to related parties included property and equipment of $6,048 and exploration and evaluation expenditures of $61,643.

During the period ended December 31, 2019:

Subscription funds receivable of $2,169 were included in receivables.

During the periods ended July 31, 2020 and December 31, 2019, the Group paid $nil and $nil for income taxes and interest, respectively.

18. SUBSEQUENT EVENTS

The share exchange agreement entered into between PLB, KRPL and PEC dated June 16, 2020, was amended as of August 5, 2020 and further amended on October 7, 2020, as outlined in Note 1.

Two priority tenement applications were granted as exploration licenses on August 14, 2020 reference numbers EL 2650 and 2652.

Except for events disclosed elsewhere, there have been no subsequent events since the reporting date which would have a material impact on these financial statements.

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KAINANTU RESOURCES PTE. LTD.

Notes to the Consolidated Financial Statements

For the period from incorporation on August 21, 2019 to December 31, 2019 and January 1, 2020 to July 31, 2020

(Presented in United States Dollars)

CORPORATE DIRECTORY

Directors & Management

Matthew Salthouse – Director & Chief Executive Officer Geoffrey Lawrence – Non-executive Director Bart Lendrum – Director & Chief Financial Officer

Company Secretary Goh Seng Tui

Principal place of business

3 Philip Street #19-01 Royal Group Building Singapore 048693

Auditor

Davidson & Company LLP 1200 – 609 Granville Street Pacific Centre Vancouver B.C. Canada V7Y 1G6

Lawyers

Dentons Rodyk & Davidson LLP 80 Raffles Place, #33-00 UOB Plaza 1 Singapore 048624

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D-1

APPENDIX “D”

MD&A OF THE AUDITED FINANCIAL STATEMENTS OF KRPL AS AT AND FOR THE PERIOD OF INCORPORATION ON AUGUST 21, 2019 TO DECEMBER 31, 2019 AND AS AT AND FOR THE PERIOD FROM JANUARY 1, 2020 TO JULY 31, 2020 (See attached)

320116.00001/94658156.4

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KAINANTU RESOURCES PTE. LTD.

Management’s Discussion and Analysis

For the period from incorporation on August 21, 2019 to December 31, 2019 and January 1, 2020 to July 31, 2020

Kainantu Resources Pte. Ltd.

Management’s Discussion and Analysis

For the period from incorporation on August 21, 2019 to December 31, 2019 and January 1, 2020 to July 31, 2020

General

The following Management’s Discussion and Analysis (“MD&A”) of Kainantu Resources Pte. Ltd. (the Entity”) reflects the assets, liabilities, equity, expenses and cashflows of the operations. It has been prepared by management, in accordance with the requirements of National Instrument 51-102 (“NI 51-102”) as of October 29, 2020.

The MD&A should be read in conjunction with the audited financial statements for the periods from incorporation on August 21, 2019 to December 31, 2019 and January 1 2020 to July 31, 2020 and the related notes contained therein which have been prepared under International Financial Reporting Standards (“IFRS”). The information contained herein is intended to provide investors with a reasonable basis for assessing the financial performance of the Entity but not as a substitute for detailed investigation or analysis on any particular issue. The information provided in this document is not intended to be a comprehensive review of all matters and developments concerning the Entity.

All dollar amounts in this MD&A are quoted in United States dollars (“USD”), the reporting currency of the Entity, unless specifically noted.

Management is responsible for the preparation and integrity of the financial statements, including the maintenance of appropriate information systems, procedures and internal controls and to ensure that information used internally or disclosed externally, including the financial statements and MD&A, is complete and reliable. The Board of Directors are implementing recommended corporate governance guidelines for public companies to ensure transparency and accountability to shareholders. The board’s audit committee will meet with management regularly to review the financial statements including the MD&A and to discuss other financial, operating and internal control matters.

Description of Business and Overview

Kainantu Resources Pte. Ltd. was incorporated in Singapore on August 21, 2019 and incorporated a subsidiary Kainantu Resources Limited (together “the Group”), on February 1, 2020 for the purpose of acquiring mineral exploration properties in Papua New Guinea (“PNG”).

The registered office is located at 10 Anson Road, #13-09 International Plaza, Singapore 079903 and the principal place of business 3 Philip Street, #19-01 Royal Group Building, Singapore 048693.

Significant Events

On June 1, 2020, a Restructure Deed was executed whereby, pursuant to an Option and Sale Agreement, certain assets and related expenditures on mineral exploration properties were acquired by the Group.

Following the acquisition, the Group’s business is minerals exploration focused on properties in Papua New Guinea (“PNG”). The project's principal property is the Kainantu project in PNG.

The total consideration of $2.8 million for the acquisition was settled through a promissory note to Pacific Energy Consulting Limited (“PEC”) which in turn assigned the promissory note to Asia Pacific Energy Ventures Pte. Ltd. (“APEV”). The promissory note was then settled with the issuance of 17,798,500 shares in the Entity.

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Kainantu Resources Pte. Ltd.

Management’s Discussion and Analysis

For the period from incorporation on August 21, 2019 to December 31, 2019 and January 1, 2020 to July 31, 2020

Acquisition of Kainantu Project

On June 1, 2020, the Group acquired assets and related expenditures on mineral exploration properties. This transaction has been accounted for as an asset acquisition at the time of the transaction, as the assets acquired did not meet the definition of a business. The consideration paid has been allocated to the acquired assets based on their fair value at the date of acquisition.

The purchase price of the acquisition has been primarily allocated as follows:

Purchase Price
Promissory note issued	$	2,800,000
Net Assets Acquired
Deposits		5,012
Property and equipment		464,296
Exploration and evaluation asset		2,330,692
	$	2,800,000

The assets acquired comprised:

security deposits relating to the exploration licenses with the minerals resources authority in PNG;
plant and equipment comprising office equipment, minor field equipment, 2 all-terrain vehicles and construction in progress representing the exploration camp being built in Kainantu; and
the exploration and evaluation asset represent the value prescribed to the rights acquired over the exploration licenses and exploration license applications described above.

Mineral Properties

Kainantu Project, Kainantu District Eastern Highlands, PNG

The Project is 100% owned by PEC and includes four gold tenements and two priority tenement applications located in the Kainantu region of PNG. The gold tenements consist of mineral claims totalling ~726 km² proximal or covering historic and current gold-copper mineral occurrences. The Kainantu region is located in the north eastern flank of the Papuan Mobile Belt. The project includes a north-northeast trending transfer structure, with associated mineralization, with alteration and porphyry complexes aligned along it.

After being awarded the exploration licenses in August 2018, PEC completed initial site visits and commenced community engagement including baseline community studies and basic community health, nutrition and infrastructure support.

PEC conducted exploration activities in 2019 with the majority of exploration tasks to date focussed on preparation and implementation of the initial reconnaissance survey, sample collection and mapping program. Follow-up surveys and expansion of the exploration area have since occurred in addition to continual engagement with the local people.

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Kainantu Resources Pte. Ltd.

Management’s Discussion and Analysis

For the period from incorporation on August 21, 2019 to December 31, 2019 and January 1, 2020 to July 31, 2020

most prospective areas for early stage drilling and potential for resource definition. A key outcome of this program was the delineation of various ring features in ELA 2559 (and surrounding areas) indicating shallow buried to emergent mineralising igneous complexes, in particular in the Tirokave, Tebeo and Irafo areas (with all being north trending and intersecting the Kainantu transfer structure). The identification of these features supports the H2 2020 ridge and spur programme, with intensive sampling to occur in the Tirokave area ahead of trenching and the development of a drilling programme.

While highly prospective, these mineral claims are early stage exploration properties with limited historical exploration.

Proposed Transaction

On June 16, 2020, the Entity entered into a definitive share exchange agreement (“the Agreement”) with PLB Capital Corp. (“PLB”) whereby PLB will acquire all of the issued and outstanding securities of KRPL in respect of the Qualifying Transaction. The Agreement was further amended on August 5, 2020 in relation to the number and type of securities acquired and completion of financing by the Entity and October 7, 2020 in relation to the minimum financing amount and condition for the award of deferred consideration shares.

Immediately prior to completing the Acquisition, the Entity intends to complete a private placement to raise proceeds of $3,000,000 Canadian Dollars (“CAD”) through the issuance of 15,000,000 units at $0.20 CAD per unit, comprising a common share and half warrant.

Completing the Acquisition is subject to several conditions including, but not limited to, the sale of 1,900,000 PLB common shares to the Kainantu vendors at $0.07 CAD per share, regulatory approvals and securing the required financing.

The transaction will constitute a reverse takeover (“RTO”) of PLB by the Entity under the policies of the TSX Venture Exchange.

On July 27, 2020, all issued and outstanding common shares of the Entity were consolidated on a 2:1 basis. All references to share and per share amounts have been retroactively restated to reflect the share consolidation.

Overall Performance

Prior to the Restructure on June 1, 2020, the Group was not operating with no transactions except for initial formation costs relating to incorporation. Following the acquisition, the Group is focused on advancing and expanding exploration efforts commenced at Kainantu, including the formal exploration program contemplated in the Technical Report.

In the period to July 31, 2020 post acquisition the main exploration activities comprised 525 pan concentrate and soil samples taken, in addition to the completion of further field work observations. This work indicated a consistency of gold elements in the areas of focus, notwithstanding weathering. Mapping also supported a view that any likely epithermal system remains intact, with less unroofing and erosion.

In addition, ongoing corporate development initiatives were progressed including preparation for the transaction with PLB contemplated in the share exchange and amendment agreements.

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Kainantu Resources Pte. Ltd.

Management’s Discussion and Analysis

For the period from incorporation on August 21, 2019 to December 31, 2019 and January 1, 2020 to July 31, 2020

Selected Annual Information

The following is a summary of certain selected annual financial information for the most recent two fiscal periods.

For the periods ended		July 31, 2020		December 31, 2019
Total revenues	$	-	$	-
Loss for the period		85,458		1,584
Comprehensive loss for the period		86,963		1,550
Total Assets	$	2,862,780	$	2,974
Long-term Liabilities		-		-

The Group is in the exploration stage without any producing properties with no current source of revenue.

The Group incurred a loss and comprehensive loss for the period ended July 31, 2020 of $85,438 and $86,963, respectively, as compared to a loss of $1,584 and $1,550 for the period from incorporation on August 21, 2019 to December 31, 2019, respectively. The increase in loss of $83,854 and comprehensive loss $85,413 for the period ended July 31, 2020, is primarily as a result of commencing operations from June 1, 2020 following the restructure.

Total assets have increased to $2,862,780 as at July 31, 2020 or $2,859,806 from $2,974 as at December 31, 2019 because of the acquisition of assets acquired through the restructure and additions post June 1, 2020.

Summary of Quarterly Results

The Group was incorporated on August 21, 2019 and has not yet completed a full financial year, the available quarterly financial information is presented below.

The following is a summary of certain selected unaudited financial information for the most recent five fiscal quarters or part thereof.

		August 21 -	December 31,	March	31,	June	30,	July	1 –
		September	2019	2020		2020		July	31,
		30, 2019						2020
Revenue	$	-	-		-		-		-
Loss		1,584	-	1,549		36,252		47,657
Comprehensiveloss		1,550	-	1,549		36,252		49,162

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Kainantu Resources Pte. Ltd.

Management’s Discussion and Analysis

For the period from incorporation on August 21, 2019 to December 31, 2019 and January 1, 2020 to July 31, 2020

Results of Operations

The following is a summary of the results of operations for the periods January 1, 2020 to July 31, 2020 and from incorporation on August 21, 2019 to December 31, 2019.

Expenses	Notes		July 31,		December
			2020		31, 2019
General and administrative	1	$	30,317	$	-
Professional fees	2		47,442		1,242
Depreciation	3		5,131		-
Formation expenses			2,642		342
Foreign exchange			(74)		-
Total Expenses		$	85,458	$	1,584

Notes:

General and administrative expenditure for the period ended July 31, 2020 consist of management, administration and office related costs.
Professional fees for the period ended December 31, 2019 comprised costs associated with incorporation of Entity with the increase of $46,200 in the period ended July 31, 2020 relating to corporate development activities including legal fees for the share sale agreement with PLB and proposed RTO filing statement.
Depreciation in the period ended July 31, 2020 is recognised over the assets acquired under the restructure from June 1, 2020.

Financial Position

A summary of the financial position as at July 31, 2020 and December 31, 2019 is as follows:

As at	Notes		July 31,		December	31,
			2020		2019
Total Current Assets	1	$	5,249	$	2,974
Non-Current
Property and equipment	2		465,213			-
Exploration and evaluation assets	3		2,392,318			-
Total Non-Current Assets		$	2,857,531			-

Total Assets		$	2,862,780	$	2,974
Current Liabilities
Accounts payable and accrued liabilities			27,743		2,355
Due to related parties	4		121,373			-
Total Current Liabilities		$	149,116	$	2,355

Net Assets		$	2,713,664	$	619

Notes:

Current assets comprise deposits receivable as at July 31, 2020 and subscription funds receivable as at December 31, 2019.

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Kainantu Resources Pte. Ltd.

Management’s Discussion and Analysis

For the period from incorporation on August 21, 2019 to December 31, 2019 and January 1, 2020 to July 31, 2020

Property and equipment acquired under the restructure with additions totalling $6,048 net of depreciation of $5,131 charged during the period.
Exploration and evaluation expenditure is capitalised on an area of interest basis pending the determination of technical feasibility and commercial viability. In the period post acquisition, expenditure was capitalised to the following categories:

o Acquisition of licenses o Access and community relations o Assaying and analysis o Field and camp o License and permit fees o Transport and support o Labour and pension Total Exploration and evaluation asset	$2,330,692 $1,661 $12,493 $8,525 $248 $13,167 $25,532
	$2,392,318

The Group is currently funded by related parties in the interim until the proposed financing is complete.

Shares on Issue

On August 21, 2019, the Entity issued 1,500 ordinary shares upon incorporation. On June 1, 2020, a private placement was completed prior to completion of the restructure with a further 2,200,000 shares issued.

On June 1, 2020, 17,798,500 shares were issued through the restructure as consideration to settle a promissory note held by APEV.

The Entity has no other options, warrants or convertible securities on issue as at July 31, 2020 and as of the date of the MD&A.

Liquidity and Capitalization

Working Capital

The Group had a deficiency of working capital as at July 31, 2020 of $143,867, an increase of $144,486 from December 31, 2019 with $619. As noted above, the Group is currently primarily funded by a Related Party, refer to Note 2 of the audited financial statements (going concern) with respect to financing.

Long-Term Liability

The Group had no long-term liabilities as at July 31, 2020 and December 31, 2019.

Related Party Transactions

Key Management Personnel:

Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Group. The Group has determined that key management personnel consist of executive and non-executive members of the Group’s Board of Directors and corporate officers.

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Kainantu Resources Pte. Ltd.

Management’s Discussion and Analysis

For the period from incorporation on August 21, 2019 to December 31, 2019 and January 1, 2020 to July 31, 2020

During the period ended July 31, 2020, Matthew Salthouse, Director and Chief Executive Officer, received fees for management services provided by Axis Mining Pte Ltd totaling $11,457 (December 31, 2019 - $nil).

As at July 31, 2020, $121,373 was due to related party entities in relation to ongoing funding from the APEV group prior to completion of the fundraising and the Qualifying Transaction (December 31, 2019 - $nil).

For the period ended December 31, 2019, a Nominee Director, Chin Moon Jun, received fees for services totalling $704.

As at December 31, 2019, the Entity held a receivable from Geoffrey Lawrence, a Director, for share subscription funds outstanding of $2,169.

Off Balance Sheet Arrangements

The Group has no undisclosed off-balance sheet arrangements or off-balance sheet financing structures in place.

Proposed Transactions

Please refer to the “Significant Events” note for details regarding the share exchange agreement and RTO transaction.

Significant Accounting Policies

Please refer to note 4 in the consolidated financial statements for the period from incorporation on August 21, 2019 to December 31, 2019 and January 1, 2020 to July 31, 2020.

Critical Accounting Estimates

Please refer to note 5 in the consolidated financial statements for the period from incorporation on August 21, 2019 to December 31, 2019 and January 1, 2020 to July 31, 2020.

Financial Instruments

Please refer to note 5 in the consolidated financial statements for the period from incorporation on August 21, 2019 to December 31, 2019 and January 1, 2020 to July 31, 2020.

Risks and Uncertainties

All of the Group’s operations involve mineral exploration and evaluation and there is no guarantee that any such activity will result in commercial production of deposits. Mineral exploration involves substantial expenses and a high degree of risk, which even a combination of experience, knowledge and careful evaluation may not be able to adequately mitigate. Examples of these risks include, but are not limited to:

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Kainantu Resources Pte. Ltd.

Management’s Discussion and Analysis

For the period from incorporation on August 21, 2019 to December 31, 2019 and January 1, 2020 to July 31, 2020

Credit risk

Liquidity risk

Market risk

Market risk is the risk that changes in market prices, such as equity prices and foreign exchange rates will affect the Group’s profit or loss or the value of its financial instruments.

Foreign currency risk

The Group operates in Papua New Guinea and Singapore and is exposed to risk from changes in the US dollar, Singapore dollar and the PNG Kina.

Subsequent Events

The share exchange agreement entered into between PLB, the Entity and PEC dated June 16, 2020, was amended as of August 5, 2020 in relation to the number and type of securities acquired and completion of financing by the Entity, and as of October 7, 2020 in relation to the minimum financing amount and condition for the award of deferred consideration shares.

Two priority tenement applications were granted as exploration licenses on August 14, 2020 (reference numbers EL 2650 and 2652).

Forward Looking Statements

Such forward-looking statements involve a number of known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Group to be materially

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Kainantu Resources Pte. Ltd.

Management’s Discussion and Analysis

For the period from incorporation on August 21, 2019 to December 31, 2019 and January 1, 2020 to July 31, 2020

different from anticipated future results and/or achievements expressed or implied by such forwardlooking statements, which speak only as of the date the statements were made. Readers are therefore advised to consider the risks associated with any such forward-looking statements, which speak only as of the date the statements were made, and readers are advised to consider such forward-looking statements considering the risks set forth herein.

Such factors include, among others, the following risks: the need for additional financing; operational risks associated with mineral exploration; fluctuations in commodity prices; title matters; environmental liability claims and insurance; reliance on key personnel; and the potential for conflicts of interest among certain officers or directors with certain other projects. Forward-looking statements are made based on management’s beliefs, estimates and opinions on the date that statements are made and the Group undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as required by applicable securities laws. There can be no assurance that such statements will prove to be accurate, and future events and actual results could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from our expectations are disclosed in the Group’s documents filed from time to time via SEDAR at www.sedar.com with the Canadian regulatory agencies to whose policies the Group is bound. Investors are cautioned against attributing undue certainty to forward-looking statements.

The users of this information, including but not limited to investors and prospective investors, should read it in conjunction with all other disclosure documents provided including but not limited to all documents filed on SEDAR (www.sedar.com).

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E-1

APPENDIX “E”

AUDITED CARVE-OUT FINANCIAL STATEMENTS RELATING TO THE PROJECT BEING ACQUIRED BY KRPL AS AT AND FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 AND THE UNAUDITED CARVE-OUT INTERIM FINANCIAL STATEMENTS RELATING TO THE PROJECT BEING ACQUIRED BY KRPL AS AT AND FOR THE PERIOD FROM JANUARY 1, 2020 TO MAY 31, 2020

(See attached)

320116.00001/94658156.4

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KAINANTU RESOURCES PTE. LTD.

CARVE-OUT FINANCIAL STATEMENTS

(Presented in United States Dollars)

For the years ended December 31, 2019 and 2018

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INDEPENDENT AUDITOR’S REPORT

To the Directors of Kainantu Resources Pte. Ltd.

Opinion

We have audited the accompanying carve-out financial statements of Kainantu Resources Pte. Ltd (the “Carve-Out Project”), which comprise the carve-out statements of financial position as at December 31, 2019 and 2018, and the carve-out statements of loss and comprehensive loss, changes in shareholders’ equity and cash flows for the years then ended, and notes to the carveout financial statements, including a summary of significant accounting policies.

In our opinion, these carve-out financial statements present fairly, in all material respects, the financial position of the CarveOut Project as at December 31, 2019 and 2018, and its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards (“IFRS”).

Basis for Opinion

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

Emphasis of Matter

We draw attention to the basis of preparation of the carve-out financial statements, as described in Note 2 to the carve-out financial statements. As the Carve-out Project has not operated as a separate entity, these carve-out financial statements are, therefore, not necessarily indicative of results that would have occurred if the Carve-out Project had been a separate standalone entity during the years presented. Our opinion is not modified in respect of this matter.

Other Information

Management is responsible for the other information. The other information obtained at the date of this auditor's report includes Management’s Discussion and Analysis.

Our opinion on the carve-out financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the carve-out financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the carve-out financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

We obtained the Management’s Discussion and Analysis prior to the date of this auditor’s report. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

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

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

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

Those charged with governance are responsible for overseeing the Carve-Out Project's financial reporting process.

Auditor's Responsibilities for the Audit of the Carve-Out Financial Statements

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

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

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

“DAVIDSON & COMPANY LLP”

Vancouver, Canada

Chartered Professional Accountants

October 29, 2020

KAINANTU RESOURCES PTE. LTD. CARVE-OUT

Carve-Out Statements of Financial Position

(Presented in United States Dollars)

As at			December 31,		December	31,
	Note		2019		2018
ASSETS
Current
Receivables	6	$	8,666	$	3,564
Total Current Assets			8,666		3,564
Non-Current
Property and equipment	7		47,892			-
Total Non-Current Assets			47,892			-

Total Assets		$	56,558	$	3,564
LIABILITIES AND EQUITY
Current
Accounts payable and accrued liabilities		$	25,934	$		-
Total Current Liabilities			25,934			-
Equity
Reserves		$	995,021	$	49,032
Accumulated other comprehensive income			(314)		(80)
(Deficit) capital contributions			(964,083)		(45,388)
Total Equity			30,624		3,564

Total Liabilities and Equity		$	56,558	$	3,564
Nature of business	1
Continuance of operations	2

Approved and authorized by the board of directors on October 29, 2020:

“Matthew Salthouse” Matthew Salthouse Director	“Bart Lendrum” Bart Lendrum Director

The accompanying notes are an integral part of these carve-out financial statements

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KAINANTU RESOURCES PTE. LTD. CARVE-OUT

Carve-Out Statements of Loss and Comprehensive Loss (Presented in United States Dollars)

For the years ended			December 31, 2019		December 31, 2018
	Note
EXPENSES
Exploration and evaluation		$	851,943	$	36,856
General and administrative			6,685		2,335
Professional and consulting fees			29,641		-
Travel			21,690		6,110
Depreciation	7		8,712		-
Foreign exchange			24		87
Loss for the Year			(918,695)		(45,388)
Foreign exchange translation			(234)		(80)
Comprehensive Loss for the Year		$	(918,929)	$	(45,468)

The accompanying notes are an integral part of these carve-out financial statements

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KAINANTU RESOURCES PTE. LTD. CARVE-OUT

Carve-Out Combined Statements of Cash Flows For the years ended December 31, 2019 and 2018 (Presented in United States Dollars)

For the years ended			December 31, 2019		December 2018	31,
	Note
OPERATING ACTIVITIES
Loss for the year		$	(918,695)	$	(45,388)
Depreciation			8,712			-
Changes in non-working capital items:
Receivables			(5,102)		(3,564)
Other payables			25,934			-
Net Cash Used in Operating Activities		$	(889,151)	$	(48,952)
INVESTING ACTIVITIES
Property and equipment			(56,792)			-
Net Cash Used in Investing Activities		$	(56,792)	$		-
FINANCING ACTIVITIES
Capital contributions			945,989		49,032
Net Cash Provided by Financing Activities		$	945,989	$	49,032
Effects of foreign exchange			(46)			(80)
Change in cash			-			-
Cash, beginning of year			-			-
Cash, end ofyear		$	-	$		-

Supplementary Cash Flow Information 15

The accompanying notes are an integral part of these carve-out financial statements

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KAINANTU RESOURCES PTE. LTD. CARVE-OUT

Carve-Out Statements of Changes in Shareholders’ Equity For the years ended December 31, 2019 and 2018 (Presented in United States Dollars)

			Accumulated Other	(Deficit)	Total
	Notes	Reserves	Comprehensive Income /	Capital	Shareholders’
			(Loss)	Contribution	Equity
		$	$	$	$
Balance – January 1, 2018		-	-	-	-
Funding from TES/PEC	9	49,032	-	-	49,032
Loss for theyear		-	-	(45,388)	(45,388)
Foreign exchange translation		-	(80)	-	(80)
Balance – December 31, 2018		49,032	(80)	(45,388)	3,564
Funding from TES/PEC	9	945,989	-	-	945,989
Loss for theyear		-	-	(918,695)	(918,695)
Foreign exchange translation		-	(234)	-	(234)
Balance – December 31, 2019		995,021	(314)	(964,083)	30,624

The accompanying notes are an integral part of these carve-out financial statements

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KAINANTU RESOURCES PTE. LTD. CARVE-OUT

Notes to the Carve-Out Financial Statements For the years ended December 31, 2019 and 2018

(Presented in United States Dollars)

1. NATURE OF BUSINESS

On June 1, 2020 Kainantu Resources Pte. Ltd. (“the Company”) pursuant to an option and sale agreement, acquired certain assets and related expenditures related to mineral exploration properties in Papua New Guinea.

These assets were acquired from Twenty 20 Energy Systems Pte. Ltd. (“TES”) and Pacific Energy Consulting Limited (“PEC”), part of a group providing engineering, procurement, construction and maintenance for building services installation and power generation projects.

PEC is the owner of the Kainantu mineral exploration properties and both TES and PEC transferred assets and recovered historical expenditures incurred on these properties. For the purposes of these Carve-out Financial Statements, operations of TES and PEC pertaining to the transferred assets are collectively considered as the “Carve-out Project”.

On June 16, 2020, the Company entered into a definitive share exchange agreement (“the Agreement” with PLB Capital Corp. (“PLB”) whereby PLB will acquire all of the issued and outstanding securities of KRPL in respect of the Qualifying Transaction. The Agreement was further amended on August 5, 2020 in relation to the number and type of securities acquired and completion of financing by the Company and on October 7, 2020 in relation to the minimum financing amount and condition for the award of deferred consideration shares.

2. CONTINUANCE OF OPERATIONS

These carve-out financial statements have been prepared on the basis the Carve-out Project will be able to continue its operations for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations.

As at December 31, 2019, the Carve-out Project has recorded a net loss of $918,695 for the year and has an accumulated deficit of $964,083. The Carve-out Project has no source of revenue. Its ability to continue operations in the long term depends upon successful results from its exploration activities, whether it develops profitable operations and continues to raise adequate financing sufficient to meet current and future obligations to explore its mineral properties. These Carve-out financial statements represent the assets, liabilities and expenses of the Carve-out Project on a standalone basis and do not reflect the financial position had the Carve-out Project been a standalone entity.

After acquiring the Carve-out Project the Company has received subscription funds, subscription agreements and firm orders in relation to the intended private placement outlined in Note 1.

In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn. It is not possible to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Carve-out Project or ability to raise funds.

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KAINANTU RESOURCES PTE. LTD. CARVE-OUT

Notes to the Carve-Out Financial Statements For the years ended December 31, 2019 and 2018

(Presented in United States Dollars)

2. CONTINUANCE OF OPERATIONS (Continued)

These carve-out financial statements do not reflect adjustments that would be necessary if the going concern assumption was not appropriate. If the continuance of operation basis was not appropriate for these carve-out financial statements, then adjustments would be necessary to the carrying value of assets and liabilities, the reported expenses and the statement of financial position classifications used ~~.~~

3. BASIS OF PREPARATION

a. Statement of compliance

These carve-out financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board and Interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”).

b. Basis of measurement

These carve-out financial statements have been prepared on a historical cost basis, except for certain financial instruments which have been measured at fair value. In addition, these financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

c. Presentation currency

These carve-out financial statements are presented in United States Dollars (“USD”) which differs from PEC’s functional currency which is Papua New Guinea Kina (“PGK”) and TES’s functional currency which is Singapore Dollars (“SGD”).

Foreign currencies

Transactions in foreign currencies are initially recorded by each entity at their respective functional currency spot rates at the date the transaction first qualifies for recognition.

Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange at the reporting date. All differences are taken to profit or loss.

Non-monetary items that are measured at historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transaction. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined.

Translation of foreign operations

The financial position of PEC and TES, whose functional currency is different from the reporting currency, are translated as follows:

assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that financial period end;

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KAINANTU RESOURCES PTE. LTD. CARVE-OUT

Notes to the Carve-Out Financial Statements For the years ended December 31, 2019 and 2018 (Presented in United States Dollars)

3. BASIS OF PREPARATION (Continued)

income and expenses are translated at average exchange rates for the period, unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions;
equity transactions are translated using the exchange rate at the date of the transactions; and
all resulting exchange differences are recognized in other comprehensive income / (loss) and reported as a separate component of equity.

d. Combined carve-out basis of preparation

The purpose of these carve-out financial statements is to provide general purpose historical financial information of the Carve-out Project in connection with the Option and Sale Agreement detailed in Note 1. Therefore, these carve-out financial statements present the historical financial information of TES and PEC that make up the Carve-out Project, either fully, or partially, where only specifically identifiable assets and liabilities are included, and allocations of shared expenses of TES and PEC that are attributable to the Carve-out Project.

The basis of preparation for the carve-out statements of financial position, loss and comprehensive loss, cash flows and changes in shareholders’ equity of the Carve-out Project have been applied. The carve-out financial statements have been extracted from historical accounting records of TES and PEC with estimates used, when necessary, for certain allocations.

The carve-out statements of financial position reflect the assets and liabilities recorded by TES and PEC which have been assigned to the Carve-out Project on the basis that they are specifically identifiable and attributable to the Carve-out Project;
The carve-out statements of loss and comprehensive loss include expenses incurred by TES and PEC in each of the periods presented based on specifically identifiable activities attributable to the Carve-out Project;
Income taxes have been calculated as if the Carve-out Project had been a separate legal entity and had filed separate tax returns for the periods presented.

Management cautions readers of these carve-out financial statements that the Carve-out Project’s results do not necessarily reflect what the results of operations, financial position, or cash flows would have been had the Carve-out Project been a separate entity. Further, the allocation of income and expense in these carve-out statements of loss and comprehensive loss does not necessarily reflect the nature and level of the Carve-out Project’s future income and operating expenses. TES and PEC’s investment in the Carve-out Project, presented as equity in these carve-out financial statements, includes the accumulated total loss and comprehensive loss of the Carve-out Project.

4. SIGNIFICANT ACCOUNTING POLICIES

a. Cash and cash equivalents

Cash and cash equivalents comprise cash on hand, term deposits, and highly liquid instruments with a maturity of three months.

The Carve-out Project does not hold any bank accounts and has been funded by capital contributions.

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KAINANTU RESOURCES PTE. LTD. CARVE-OUT

Notes to the Carve-Out Financial Statements For the years ended December 31, 2019 and 2018 (Presented in United States Dollars)

4. SIGNIFICANT ACCOUNTING POLICIES (Continued)

b. Property and equipment

Property and equipment are carried at historical cost less any accumulated depreciation and impairment losses.

Depreciation is calculated on following basis over the estimated useful lives of property and equipment:

Office equipment, software and licenses Straight line over 2 - 5 years Machinery & Equipment Straight line over 2 - 5 years Motor vehicles Straight line over 3 years

c. Exploration and evaluation expenditure

Recognition and measurement

Exploration and evaluation expenditures, including the costs of acquiring licenses and directly attributable general and administrative costs, are expensed when incurred as exploration and evaluation expenses. The costs are expensed by areas of interest pending the determination of technical feasibility and commercial viability such as the existence of economically recoverable reserves and future profitable production, or alternatively, the ability to recover costs through a disposition of its mineral resource properties.

d. Other comprehensive income (loss)

Exchange differences relating to the translation of the results and net assets of the Carve-out Project’s foreign operations from their functional currency to the Carve-out Project’s presentation currency are recognized directly in other comprehensive income / (loss) and accumulated in the foreign currency translation reserve. Refer Note 3.

e. Income taxes

Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in equity.

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KAINANTU RESOURCES PTE. LTD. CARVE-OUT

Notes to the Carve-Out Financial Statements For the years ended December 31, 2019 and 2018

(Presented in United States Dollars)

4. SIGNIFICANT ACCOUNTING POLICIES (Continued)

f. Financial Instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

On initial recognition, financial assets are recognized at fair value and are subsequently classified and measured at amortized cost, fair value through other comprehensive income (“FVOCI”), or fair value through profit or loss (“FVTPL”). The classification of financial assets is generally based on the business model in which a financial asset is managed and its contractual cash flow characteristics. A financial asset is measured at fair value net of transaction costs that are directly attributable to its acquisition except for financial assets at FVTPL where transaction costs are expensed. All financial assets not classified and measured at amortized cost or FVOCI are measured at FVTPL. On initial recognition of an equity instrument that is not held for trading, the entity may irrevocably elect to present subsequent changes in the investment’s fair value in OCI. The classification determines the method by which the financial assets are carried on the carve-out statement of financial position subsequent to inception and how changes in value are recorded. The Carve-out Project’s receivables are measured at amortized cost.

Financial liabilities are designated as either FVTPL or amortized cost. All financial liabilities are classified and subsequently measured at amortized cost except for financial liabilities at FVTPL. The classification determines the method by which the financial liabilities are carried on the carve-out statement of financial position subsequent to inception and how changes in value are recorded. The Carve-out Project’s accounts payables and accrued liabilities are measured at amortized cost.

Impairment of financial assets

g. Rehabilitation provision

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

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KAINANTU RESOURCES PTE. LTD. CARVE-OUT

Notes to the Carve-Out Financial Statements For the years ended December 31, 2019 and 2018

(Presented in United States Dollars)

4. SIGNIFICANT ACCOUNTING POLICIES (Continued)

discounted liability is increased for the changes in present value based on current market discount rates and liability specific risks.

Additional environmental disturbances or changes in rehabilitation costs will be recognized as additions to the corresponding assets and rehabilitation liability in the period in which they occur. At this time, the Carve-out Project does not have any significant rehabilitation obligations.

h. Leases

The Carve-out Project adopted all of the requirements of IFRS 16 – Leases (“IFRS 16”), effective January 1, 2019. IFRS 16, replaces IAS 17 – Leases (“IAS 17”) and its associated interpretative guidance. IFRS 16 specifies how an IFRS reporter will recognize, measure, present and disclose leases. The standard provides a single lessee accounting model, requiring lessees to recognize assets and liabilities for all leases unless the lease term is 12 months or less or the underlying asset has a low value. Lessors continue to classify leases as operating or finance, with IFRS 16’s approach to lessor accounting substantially unchanged from its predecessor, IAS 17.

There was no impact on the Carve-out Project’s financial statements upon the adoption of this new standard.

i. Accounting Standards Issued but not yet Effective

5. SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS

The preparation of these financial statements in accordance with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts and the valuation of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenditures during the year.

These judgments and estimates are continuously evaluated and are based on management’s experience and knowledge of the relevant facts and circumstances. Actual results may differ from the estimates. Revisions to estimates and the resulting effects on the carrying amounts of the Carve-out Project’s assets and liabilities are accounted for prospectively. Information about such judgments and estimates is contained in the description of accounting policies (note 4) and/or other notes to the financial statements. Management has made the following critical judgments and estimates:

Critical judgments in applying accounting policies

The critical judgments that the Carve-out Project’s management has made in the process of applying the Carve-out Project’s accounting policies, apart from those involving estimations, that have the most significant effect on the amounts recognized in the Carve-out Project’s financial statements are as follows:

Functional currency

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KAINANTU RESOURCES PTE. LTD. CARVE-OUT

Notes to the Carve-Out Financial Statements For the years ended December 31, 2019 and 2018 (Presented in United States Dollars)

5. SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS (Continued)

may involve certain judgments to determine the primary economic environment and the Carve-out Project’s reconsiders the functional currency of its entities if there is a change in events and conditions which determined the primary economic environment.

Impairment of non-current assets

Key sources of estimation uncertainty

Income taxes

6. RECEIVABLES

RECEIVABLES
		2019		2018
Deposits and other receivables	$	8,666	$	3,564
		8,666		3.564

Includes refundable security deposits pertaining to rental vehicles and exploration licenses.

7. PROPERTY AND EQUIPMENT

Cost	Office Equipment	Machinery & Equipment	Motor Vehicles	Total
	$	$	$	$
January 1, 2018	-	-	-	-
Additions	-	-	-	-
December 31, 2018	-	-	-	-
Additions	4,201	1,180	51,411	56,792
Foreign Exchange	74	(7)	(297)	(230)
December 31, 2019	4,275	1,173	51,114	56,562

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KAINANTU RESOURCES PTE. LTD. CARVE-OUT

Notes to the Carve-Out Financial Statements For the years ended December 31, 2019 and 2018 (Presented in United States Dollars)

7. PROPERTY AND EQUIPMENT (Continued)

Accumulated	Office	Machinery &	Motor	Total
Depreciation	Equipment	Equipment	Vehicles
	$	$	$	$
January 1, 2018	-	-	-	-
Depreciation	-	-	-
December 31, 2018	-	-	-	-
Depreciation	(419)	(53)	(8,240)	(8,712)
Foreign Exchange	(7)	1	48	42
December 31, 2019	(426)	(52)	(8,192)	(8,670)
Net Book Value	3,849	1,121	42,922	47,892

8. INCOME TAXES

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

		Year ended	Year ended
		December 31,	December 31,
		2019	2018
Loss for the year	$	(918,695)	(45,388)
Expected income tax expense (recovery)		(259,126)	(12,483)
Change in unrecognized deductible temporary differences		259,126	12,483
Total income taxes	$	-	-

As at December 31, 2019, the Carve-out project has non capital loss carryforward of approximately $919,000 which expire in 2038 through to indefinitely.

9. RESERVES

TES and PEC’s investment in the operations of the Carve-out Project is presented as reserves and deficit/capital in the carve-out financial statements. Deficit/capital contributions represent the accumulated net losses of the carve-out operations. Reserves represent the accumulated net contributions from TES and PEC over the years ended December 31, 2019, and 2018.

10. DETERMINATION OF FAIR VALUES

The Carve-out Project’s financial instruments consist of receivables and accounts payable and accrued liabilities.

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KAINANTU RESOURCES PTE. LTD. CARVE-OUT

Notes to the Carve-Out Financial Statements For the years ended December 31, 2019 and 2018 (Presented in United States Dollars)

10. DETERMINATION OF FAIR VALUES (Continued)

Classification and fair values		December	December
		31, 2019	31, 2018
Assets – Amortized Cost
Receivables	$	8,666	3,564
Liabilities – Amortized Cost
Accounts payable and accrued liabilities	$	25,934	-

Financial instruments recorded at fair value on the carve-out statements of financial position are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets;
Level 2 fair value measurements are those derived from inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The carrying value of receivables and accounts payable and accrued liabilities approximated their fair value because of the short-term nature of these instruments.

The Carve-out Project does not carry any financial instruments at FVTPL.

11. FINANCIAL AND RISK MANAGEMENT

The activities of the Carve-out Project expose them to a variety of financial risks that arise as a result of their exploration and financing activities, including credit risk, liquidity risk and market risk.

This note presents information about the Carve-out Project’s exposure to each of the above risks, the objectives, policies and processes for measuring and managing risk, and the management of capital. Further quantitative disclosures are included throughout these financial statements.

The Carve-out Project’s risk management policies are established to identify and analyze the risks faced by the Carve-out Project to set appropriate risk limits and controls, and to monitor risks and adherence to market conditions and the Carve-out Project’s activities.

Credit risk

Credit risk is the risk of financial loss to the Carve-out Project if the counterparty to a financial instrument fails to meet its contractual obligations. The Carve-out Project holds no operational bank accounts and its receivable balance is not material; accordingly, is not subject to significant credit risk.

Liquidity risk

Liquidity risk is the risk that the Carve-out Project will encounter difficulty in meeting their financial liabilities that are settled in cash or other financial assets. The Carve-out Project’s approach to managing liquidity risk is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities as they come due. The amounts for other payables are subject to normal trade terms. The Carve-out Project expects to settle its financial liabilities within normal trading terms (within three months).

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KAINANTU RESOURCES PTE. LTD. CARVE-OUT

Notes to the Carve-Out Financial Statements For the years ended December 31, 2019 and 2018 (Presented in United States Dollars)

11. FINANCIAL AND RISK MANAGEMENT (Continued)

Market risk

Market risk is the risk that changes in market prices, such as equity prices and foreign exchange rates will affect the Carve-out Project’s profit or loss or the value of its financial instruments.

Foreign currency risk

Foreign currency risk is the risk that the Carve-out Project’s financial performance will be affected by fluctuations in the exchange rates between currencies. The Carve-out Project’s exposure to the risk of changes in foreign exchange rates relates primarily to the Carve-out Project’s operating activities (when expenses are denominated in currencies other than the respective functional currencies). The Carve-out Project manages this foreign currency risk by matching payments in the same currency and monitoring movements in exchange rates.

Capital management

Capital of the Carve-out Project consists of items within equity. The Carve-out Project’s objectives when managing capital is to safeguard the Carve-out Project’s ability to continue operations so it can acquire, explore mineral resource properties. The Carve-out Project manages its capital structure and makes adjustments based on the funds available to it in light of changes in economic conditions.

The Board of Directors of the Carve-out Project has not established quantitative return on capital criteria for management, but rather relies on the expertise of the management to sustain the future development of the Carve-out Project. In order to facilitate the management of their capital requirements, management of the Carve-out Project prepare annual expenditure budgets that consider various factors, including successful capital deployment and general industry conditions. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Carve-out Project is reasonable.

The Carve-out Project’s principal source of capital is from funding from TES and PEC. In order to achieve its objectives, the Carve-out Project intends to raise additional funds as required. The Carve-out Project is not subject to externally imposed capital requirements and there were no changes to the Carve-out Project’s approach to capital management during the year.

12. RELATED PARTY TRANSACTIONS

Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Carve-out Project as a whole. The Carve-out Project has determined that key management personnel consist of executive and non-executive members of the Board of Directors and corporate officers of TES and PEC.

There are no related party transactions with respect to the Carve-out Project.

13. COMMITMENTS AND CONTINGENCIES

The Carve-out Project has the following commitments with payment based on the assumption of continued operations and ongoing successful exploration results at its tenements and contingent on the successful award of new tenements under application.

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KAINANTU RESOURCES PTE. LTD. CARVE-OUT

Notes to the Carve-Out Financial Statements For the years ended December 31, 2019 and 2018 (Presented in United States Dollars)

13. COMMITMENTS AND CONTINGENCIES (continued)

Commitment payments

Papua New Guinea Kina Minimum exploration expenditure commitment for the second 60,000 (USD $17,600 at year at the granted Kainantu Tenements. December 31, 2019) Papua New Guinea Kina Minimum exploration expenditure commitment for the next 2 1,315,000 (USD $386,000 years at the additional Kainantu Tenements under at December 31, 2019) application, where granted.

No other contingent payments or commitments exist at the balance date.

14. SEGMENTED INFORMATION

The Carve-out Project operates in one business segment being mineral exploration in Papua New Guinea. All non-current assets are located in Papua New Guinea.

15. SUPPLEMENTARY CASH FLOW INFORMATION

During the years ended December 31, 2019 and 2020, the Carve-out Project paid $nil and $nil for income taxes and interest, respectively.

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KAINANTU RESOURCES PTE. LTD.

CONDENSED INTERIM CARVE-OUT FINANCIAL STATEMENTS

(Unaudited - Presented in United States Dollars)

For the period ended May 31, 2020

KAINANTU RESOURCES PTE. LTD. CARVE-OUT

Condensed Interim Carve-Out Statements of Financial Position

(Unaudited Presented in United States Dollars)

As at			May 31,		December 31,
	Note		2020		2019
ASSETS
Current
Receivables	6	$	7,197	$	8,666
Total Current Assets			7,197		8,666
Non-Current
Property and equipment	7		464,313		47,892
Total Non-Current Assets			464,313		47,892

Total Assets		$	471,510	$	56,558
LIABILITIES AND EQUITY
Current
Accounts payable and accrued liabilities		$	465,521	$	25,934
Total Current Liabilities			465,521		25,934
Equity
Reserves		$	1,540,753	$	995,021
Accumulated other comprehensive income			(7,514)		(314)
(Deficit) capital contributions			(1,527,250)		(964,083)
Total Equity			5,989		30,624

Total Liabilities and Equity		$	471,510	$	56,558
Nature of business	1
Continuance of operations	2

Approved and authorized by the board of directors on October 29, 2020:

“Matthew Salthouse” Matthew Salthouse Director	“Bart Lendrum” Bart Lendrum Director

The accompanying notes are an integral part of these condensed interim carve-out financial statements

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KAINANTU RESOURCES PTE. LTD. CARVE-OUT

Condensed Interim Carve-Out Statements of Loss and Comprehensive Loss (Unaudited Presented in United States Dollars)

For the period ended			May 31,		May 31,
			2020		2019
	Note
EXPENSES
Exploration and evaluation		$	401,948	$	177,689
General and administrative			5,464		-
Professional and consulting fees			88,281		-
Travel			60,035		-
Depreciation			6,107		-
Foreign exchange			1,422		-
Loss for the Period			(563,167)		(177,689)
Foreign exchange translation			7,280		376
Comprehensive Loss for the Period		$	(570,447)	$	(178,065)

The accompanying notes are an integral part of these condensed interim carve-out financial statements

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KAINANTU RESOURCES PTE. LTD. CARVE-OUT

Condensed Interim Carve-Out Combined Statements of Cash Flows For the periods ended May 31, 2020 and 2019

(Unaudited Presented in United States Dollars)

For the period ended			May 31,		May 31,
			2020		2019
	Note
OPERATING ACTIVITIES
Loss for the period		$	(563,167)	$	(177,689)
Depreciation			6,107		-
Changes in non-working capital items:
Receivables			(1,469)		(278)
Accounts payable			387,954		56,781
Net Cash Used in Operating Activities		$	(167,637)	$	(120,186)
INVESTING ACTIVITIES
Property and equipment			(371,545)		(51,463)
Net Cash Used in Investing Activities		$	(371,545)	$	(51,463)
FINANCING ACTIVITIES
Capital contributions			545,732		173,025
Net Cash Provided by Financing Activities		$	545,732	$	173,026
Effects of foreign exchange			(6,550)		(376)
Change in cash			-		-
Cash, beginning of year			-		-
Cash, end ofperiod		$	-	$	-

Supplementary Cash Flow Information 15

The accompanying notes are an integral part of these condensed interim carve-out financial statements

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KAINANTU RESOURCES PTE. LTD. CARVE-OUT

Condensed Interim Carve-Out Statements of Changes in Shareholders’ Equity For the periods ended May 31, 2020

(Unaudited Presented in United States Dollars)

	Notes	Reserves	Accumulated Other Comprehensive (Loss)	(Deficit) Capital Contribution	Total Shareholders’ Equity
		$	$	$	$
Balance – January 1, 2019		49,032	(80)	(45,388)	3,564
Funding from TES/PEC	9	173,025	-	-	173,025
Loss for the period		-	-	(177,689)	(177,689)
Foreign exchange translation		-	(376)	-	(376)
Balance – May 31, 2019		222,057	(376)	(223,077)	(1,476)

Balance –January 1, 2020		995,021	(314)	(964,083)	30,624
Funding from TES/PEC	9	545,732	-	-	545,732
Loss for the period		-	-	(563,167)	(563,167)
Foreign exchange translation		-	(7,200)	-	(7,200)
Balance – May 31, 2020		1,540,753	(7,514)	(1,527,250)	5,989

The accompanying notes are an integral part of these condensed interim carve-out financial statements

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KAINANTU RESOURCES PTE. LTD. CARVE-OUT

Notes to the Condensed Interim Carve-Out Financial Statements For the periods ended May 31, 2020

(Unaudited Presented in United States Dollars)

1. NATURE OF BUSINESS

2. CONTINUANCE OF OPERATIONS

As at May 31, 2020, the Carve-out Project has recorded a net loss of $563,167 for the period and has an accumulated deficit of $1,527,250 with exploration and evaluation expenditure expenses as incurred (see note 4.). The Carve-out Project has no source of revenue. Its ability to continue operations in the long term depends upon successful results from its exploration activities, whether it develops profitable operations and continues to raise adequate financing sufficient to meet current and future obligations to explore its mineral properties. These Carveout financial statements represent the assets, liabilities and expenses of the Carve-out Project on a standalone basis and do not reflect the financial position had the Carve-out Project been a standalone entity.

After acquiring the Carve-out Project the Company has received subscription funds, subscription agreements and firm orders in relation to the intended private placement outlined in Note 1.

In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn. It is not possible to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Carve-out Project or ability to raise funds.

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KAINANTU RESOURCES PTE. LTD. CARVE-OUT

Notes to the Condensed Interim Carve-Out Financial Statements For the periods ended May 31, 2020

(Unaudited Presented in United States Dollars)

2. CONTINUANCE OF OPERATIONS (Continued)

These carve-out financial statements do not reflect adjustments that would be necessary if the going concern assumption was not appropriate. If the continuance of operation basis was not appropriate for these carve-out financial statements, then adjustments would be necessary to the carrying value of assets and liabilities, the expenses and the statement of financial position classifications used.

3. BASIS OF PREPARATION

a. Statement of compliance

These condensed interim carve out financial statements, including comparatives, have been prepared in accordance with International Accounting Standards (“IAS 34”), “Interim Financial Reporting” using accounting policies consistent with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and International Financial Reporting Interpretations Committee (“IFRIC”). The carve-out condensed interim financial statements should be read in conjunction with the Carve-out Project’s annual carve-out financial statements for the year ended December 31, 2019.

b. Basis of measurement

c. Presentation currency

Foreign currencies

Transactions in foreign currencies are initially recorded by each entity at their respective functional currency spot rates at the date the transaction first qualifies for recognition.

Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange at the reporting date. All differences are taken to profit or loss.

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KAINANTU RESOURCES PTE. LTD. CARVE-OUT

Notes to the Condensed Interim Carve-Out Financial Statements For the periods ended May 31, 2020

(Unaudited Presented in United States Dollars)

3. BASIS OF PREPARATION (Continued)

Translation of foreign operations

The financial position of PEC and TES, whose functional currency is different from the reporting currency, are translated as follows:

assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that financial period end;
income and expenses are translated at average exchange rates for the period, unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions;
equity transactions are translated using the exchange rate at the date of the transactions; and
all resulting exchange differences are recognized in other comprehensive income / (loss) and reported as a separate component of equity.

d. Combined carve-out basis of preparation

assets and liabilities are included, and allocations of shared expenses of TES and PEC that are attributable to the Carve-out Project.

The carve-out statements of financial position reflect the assets and liabilities recorded by TES and PEC which have been assigned to the Carve-out Project on the basis that they are specifically identifiable and attributable to the Carve-out Project;
The carve-out statements of loss and comprehensive loss include expenses incurred by TES and PEC in each of the periods presented based on specifically identifiable activities attributable to the Carve-out Project;
Income taxes have been calculated as if the Carve-out Project had been a separate legal entity and had filed separate tax returns for the periods presented.

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KAINANTU RESOURCES PTE. LTD. CARVE-OUT

Notes to the Condensed Interim Carve-Out Financial Statements For the periods ended May 31, 2020

(Unaudited Presented in United States Dollars)

4. SIGNIFICANT ACCOUNTING POLICIES

a. Cash and cash equivalents

Cash and cash equivalents comprise cash on hand, term deposits, and highly liquid instruments with a maturity of three months.

The Carve-out Project does not hold any bank accounts and has been funded by capital contributions.

b. Property and equipment

Property and equipment are carried at historical cost less any accumulated depreciation and impairment losses.

Depreciation is calculated on following basis over the estimated useful lives of property and equipment:

Office equipment, software and licenses Straight line over 2 - 5 years Machinery & Equipment Straight line over 2 - 5 years Motor vehicles Straight line over 3 years

c. Exploration and evaluation expenditure

Recognition and measurement

d. Other comprehensive loss

Exchange differences relating to the translation of the results and net assets of the Carve-out Project’s foreign operations from their functional currency to the Carve-out Project’s presentation currency are recognized directly in other comprehensive loss and accumulated in the foreign currency translation reserve. Refer to Note 3.

e. Income taxes

Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in equity.

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KAINANTU RESOURCES PTE. LTD. CARVE-OUT

Notes to the Condensed Interim Carve-Out Financial Statements For the periods ended May 31, 2020

(Unaudited Presented in United States Dollars)

4. SIGNIFICANT ACCOUNTING POLICIES (Continued)

f. Financial Instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

On initial recognition, financial assets are recognized at fair value and are subsequently classified and measured at amortized cost, fair value through other comprehensive income (“FVOCI”), or fair value through profit or loss (“FVTPL”). The classification of financial assets is generally based on the business model in which a financial asset is managed and its contractual cash flow characteristics. A financial asset is measured at fair value net of transaction costs that are directly attributable to its acquisition except for financial assets at FVTPL where transaction costs are expensed. All financial assets not classified and measured at amortized cost or FVOCI are measured at FVTPL. On initial recognition of an equity instrument that is not held for trading, the entity may irrevocably elect to present subsequent changes in the investment’s fair value in OCI. The classification determines the method by which the financial assets are carried on the carve-out statement of financial position subsequent to inception and how changes in value are recorded. The Carve-out Project’s receivables are measured at amortized cost.

Financial liabilities are designated as either FVTPL or amortized cost. All financial liabilities are classified and subsequently measured at amortized cost except for financial liabilities at FVTPL. The classification determines the method by which the financial liabilities are carried on the carve-out statement of financial position subsequent to inception and how changes in value are recorded. The Carve-out Project’s accounts payables and accrued liabilities are measured at amortized cost.

Impairment of financial assets

g. Rehabilitation provision

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KAINANTU RESOURCES PTE. LTD. CARVE-OUT

Notes to the Condensed Interim Carve-Out Financial Statements For the periods ended May 31, 2020

(Unaudited Presented in United States Dollars)

4. SIGNIFICANT ACCOUNTING POLICIES (Continued)

sites in the period in which the obligation is incurred. The nature of the rehabilitation activities includes ‐ restoration, reclamation and re vegetation of the affected exploration sites.

Additional environmental disturbances or changes in rehabilitation costs will be recognized as additions to the corresponding assets and rehabilitation liability in the period in which they occur. At this time, the Carve-out Project does not have any significant rehabilitation obligations.

h. Accounting Standards Issued but not yet Effective

4. SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS

These judgments and estimates are continuously evaluated and are based on management’s experience and knowledge of the relevant facts and circumstances. Actual results may differ from the estimates. Revisions to estimates and the resulting effects on the carrying amounts of the Carve-out Project’s assets and liabilities are accounted for prospectively. Information about such judgments and estimates is contained in the description of accounting policies (note 4) and/or other notes to the financial statements. Management has made the following critical judgments and estimates:

Critical judgments in applying accounting policies

Functional currency

The functional currency for each of the Carve-out Project’s operations is the currency of the primary economic environment in which the entity operates. Management has determined that the functional currencies of PEC and TES are SGD and the PGK respectively. Determination of functional currency may involve certain judgments to determine the primary economic environment and the Carve-out Project’s reconsiders the functional currency of its entities if there is a change in events and conditions which determined the primary economic environment.

Impairment of non-current assets

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KAINANTU RESOURCES PTE. LTD. CARVE-OUT

Notes to the Condensed Interim Carve-Out Financial Statements For the periods ended May 31, 2020

(Unaudited Presented in United States Dollars)

5. SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS (continued)

expenditures, reductions in the amount of recoverable reserves, resources, and exploration potential, production cost estimates, discount rates and exchange rates. Reductions in metal price forecasts, increases in estimated future costs of production, increases in estimated future non-expansionary capital expenditures, reductions in the amount of recoverable reserves, resources, and exploration potential, and/or adverse current economics can result in a write-down of the carrying amounts of the Company’s non-current assets.

Key sources of estimation uncertainty

The significant assumptions about the future and other major sources of estimation uncertainty that have a significant risk of resulting in a material adjustment to the carrying amounts of the Carve-out Project’s assets and liabilities are as follows:

Income taxes

Management is required to make estimations regarding the tax basis of assets and liabilities and related deferred income tax assets and liabilities, the measurement of income tax expense and indirect taxes. A number of these estimates require management to make estimates of future taxable profit, and if actual results are significantly different than estimates, the ability to realize the deferred tax assets recorded on the statement of financial position on the annual carve-out financial statements could be impacted.

6. RECEIVABLES

RECEIVABLES
		May 31,		December 31
		2020		2019
Deposits and other receivables	$	7,197	$	8,666
		7,197		8,666

Includes refundable security deposits pertaining to rental vehicles and exploration licenses.

7. PROPERTY AND EQUIPMENT

Cost	Office Equipment	Office Equipment	Machinery & Equipment	Motor Vehicles	Construction in Progress	Total
		$	$	$	$	$
December 31, 2019		4,275	1,173	51,115	-	56,562
Additions		-	1,286	52,018	373,045	426,349
Foreign Exchange		(205)	(24)	(995)	(2,761)	(3,984)
May 31, 2020		4,070	2,435	102,138	370,284	478,927
Accumulated Depreciation
December 31, 2019		(426)	(52)	(8,192)	-	(8,670)
Depreciation		(571)	(213)	(5,323)	-	(6,107)
Foreign Exchange		26	2	135	-	164
May 31, 2020		(971)	(263)	(13,380)	-	(14,614)
Net Book Value	$	3,099	2,172	88,758	370,284	464,313

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KAINANTU RESOURCES PTE. LTD. CARVE-OUT

Notes to the Condensed Interim Carve-Out Financial Statements For the periods ended May 31, 2020

(Unaudited Presented in United States Dollars)

7. RESERVES

8. DETERMINATION OF FAIR VALUES

The Carve-out Project’s financial instruments consist of receivables and accounts payable and accrued liabilities.

Classification and fair values		May 31,	December
		2020	31, 2019
Assets – Amortized Cost
Receivables	$	7,197	8,666
Liabilities – Amortized Cost
Accounts payable and accrued liabilities	$	465,521	-

Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets;
Level 2 fair value measurements are those derived from inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The carrying value of receivables and accounts payable and accrued liabilities approximated their fair value because of the short-term nature of these instruments.

The Carve-out Project does not carry any financial instruments at FVTPL.

10. FINANCIAL AND RISK MANAGEMENT

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KAINANTU RESOURCES PTE. LTD. CARVE-OUT

Notes to the Condensed Interim Carve-Out Financial Statements For the periods ended May 31, 2020

(Unaudited Presented in United States Dollars)

10. FINANCIAL AND RISK MANAGEMENT (Continued)

Credit risk

Liquidity risk

Market risk

Market risk is the risk that changes in market prices, such as equity prices and foreign exchange rates will affect the Carve-out Project’s profit or loss or the value of its financial instruments.

Foreign currency risk

Capital management

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KAINANTU RESOURCES PTE. LTD. CARVE-OUT

Notes to the Condensed Interim Carve-Out Financial Statements For the periods ended May 31, 2020

(Unaudited Presented in United States Dollars)

11. RELATED PARTY TRANSACTIONS

There are no related party transactions with respect to the Carve-out Project.

12. COMMITMENTS AND CONTINGENCIES

Commitment payments Papua New Guinea Kina Minimum exploration expenditure commitment for the second year at 60,000 (USD $17,400 at the granted Kainantu Tenements. May 31, 2020)

Papua New Guinea Kina Minimum exploration expenditure commitment for the next 2 years at 1,315,000 (USD $381,350 the additional Kainantu Tenements under application, where granted. at May 31, 2020)

No other contingent payments or commitments exist at the balance date.

13. SEGMENTED INFORMATION

The Carve-out Project operates in one business segment being mineral exploration in Papua New Guinea. All non-current assets are located in Papua New Guinea.

14. SUPPLEMENTARY CASH FLOW INFORMATION

Supplemental information regarding non-cash transactions is as follows:

During the period ended May 31, 2020:

Accounts payable and accrued liabilities included property plant and equipment additions of $51,633.

There were no significant non-cash transactions for the period ended May 31, 2019.

During the periods ended May 31, 2020 and 2019, the Carve-out Project paid $nil and $nil for income taxes and interest, respectively.

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F-1

APPENDIX “F”

MD&A OF THE AUDITED CARVE-OUT FINANCIAL STATEMENTS RELATING TO THE PROJECT BEING ACQUIRED BY KRPL AS AT AND FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 AND MD&A OF THE UNAUDITED CARVE-OUT INTERIM FINANCIAL STATEMENTS RELATING TO THE PROJECT BEING ACQUIRED BY KRPL AS AT AND FOR THE PERIOD FROM JANUARY 1, 2020 TO MAY 31, 2020

(See attached)

320116.00001/94658156.4

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KAINANTU RESOURCES PTE. LTD.

Management’s Discussion and Analysis For the years ended December 31, 2019 and 2018

Kainantu Resources Pte. Ltd. Carve-Out

Management’s Discussion and Analysis For the Years Ended December 31, 2019 and 2018

General

The following Management Discussion and Analysis (“MD&A”) of Kainantu Resources Pte. Ltd. Carveout reflects the assets, liabilities, equity, expenses and cashflows of the operations included in the exploration business. It has been prepared by management, in accordance with the requirements of National Instrument 51-102 (“NI 51-102”) as of October 29, 2020.

The MD&A should be read in conjunction with the audited carve-out financial statements for the years ended December 31, 2019 and 2018 and the related notes contained therein which have been prepared under International Financial Reporting Standards (“IFRS”).

The information contained herein is intended to provide investors with a reasonable basis for assessing the financial performance of the carve-out, but not as a substitute for detailed investigation or analysis on any particular issue. The information provided in this document is not intended to be a comprehensive review of all matters and developments concerning the carve-out operation and business.

All financial information in this MD&A has been prepared in accordance with IFRS and all dollar amounts are quoted in United States dollars (“USD”), the reporting currency selected for the carve-out business and operation, unless specifically noted.

Carve-out Basis of Preparation

The purpose of the carve-out financial statements is to provide general purpose historical financial information of the operations and business in connection with the restructure transactions detailed below. The historical financial information presented is identifiable and attributable to the carve-out operation and business either fully, or partially extracted from the historical accounting records of the relevant entities party to the restructure transactions.

Management notes the carve-out financial statements do not necessarily reflect the carve-out operations and businesses results, financial position or cashflows had the entity operated as a single and separate entity. Further allocation of expenses in the statements of loss and comprehensive loss do not necessarily reflect the nature and level of the carve-out operations and business future operating expenses. The investment or capital contribution in the carve-out presented as equity reflects the accumulated loss and comprehensive loss of the carve-out operation and business.

Audited carve-out financial statements are prepared for the years ended December 31, 2020 and 2019.

Description of Business

The carve-out operations and business are a mineral exploration project focused on properties in Kainantu Papua New Guinea (“PNG”) targeting gold associated minerals.

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Kainantu Resources Pte. Ltd. Carve-Out

Management’s Discussion and Analysis For the Years Ended December 31, 2019 and 2018

Significant Events

On June 1, 2020 Kainantu Resources Pte. Ltd. (“Kainantu”) was party to a Restructure Deed, whereby it acquired certain assets and expenditures related to the Kainantu mineral exploration properties pursuant to an option and sale agreement.

PEC is the owner of the Kainantu mineral exploration properties and both TES and PEC transferred assets and recovered historical expenditures incurred on these properties. For the purposes of the Carve-out Financial Statements, TES and PEC operations pertaining to the transferred assets are collectively considered as the “Carve-out Project”.

Mineral Properties

Kainantu Project, Kainantu District Eastern Highlands, PNG

The Project is 100% owned by PEC and includes four gold tenements and two priority tenement applications located in the Kainantu region of PNG. The gold tenements consist of mineral claims totaling ~726 km² proximal or covering historic and current gold-copper mineral occurrences. The Kainantu region is located in the northeastern flank of the Papuan Mobile Belt. The project includes a north-northeast trending transfer structure, with associated mineralization, with alteration and porphyry complexes aligned along it.

PEC conducted further exploration activities in 2019 with the majority of tasks focused on preparation and implementation of the initial reconnaissance survey, sample collection and mapping program. Follow-up surveys and expansion of the exploration area have since occurred, in addition to continual engagement with the local people.

In 2019, historic data analysis, sampling work and field observations concentrated on identifying various types of mineralization, including epithermal vein structures centred around Tirokave, multiple skarn deposits west of Tirokave and porphyry mineralization to the south and north of the tenement. Analysis of outcomes then provided the basis for the H1 2020 program, which focused on further sampling in the most prospective areas for early stage drilling and potential for resource definition. A key outcome of this program was the delineation of various ring features in EL 2559 (and surrounding areas) indicating shallow buried to emergent mineralising igneous complexes, in particular in the Tirokave, Tebeo and Irafo areas (with all being north trending and intersecting the Kainantu transfer structure). The identification of these features supports the H2 2020 ridge and spur programme, with intensive sampling to occur in the Tirokave area ahead of trenching and the development of a drilling programme.

While highly prospective, these mineral claims are early stage exploration properties with limited historical exploration.

Overall Performance

The Carve-out Project which commenced in 2018 focused on identifying and acquiring prospective exploration tenements in close proximity to proven discoveries. The Kainantu area was identified as a result of an operating high-grade gold mine in near proximity. After successful application for exploration licenses, initial reconnaissance field trips were carried out, including engaging with local communities.

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Kainantu Resources Pte. Ltd. Carve-Out

Management’s Discussion and Analysis For the Years Ended December 31, 2019 and 2018

Limited exploration activities were completed in 2018, with increased activities in 2019 utilizing additional resources brought in to manage the program, including technical consultants and planning for an initial sampling program.

Selected Annual Information

The following is a summary of certain selected annual financial information for the most recent two fiscal years.

For the year ended December 31, 2019 December 31, 2018	For the year ended December 31, 2019 December 31, 2018
	Total revenues $ - $ - Loss for the year 918,695 45,388 Comprehensive loss for the year 918,929 45,468 Total Assets $ 56,558 $ 3,564 Long-term Liabilities - -

The Carve-out Project is in the exploration stage without any producing properties and no current source of revenue.

The Carve-out Project incurred a loss and comprehensive loss for the year ended December 31, 2019 of $918,695 and $918,929, respectively, as compared to a loss of $45,468 and $45,388 for the year ended December 31, 2018, respectively. The increase in loss of $873,307 and $873,461 for the year December 31, 2019, respectively, was primarily as a result of increased exploration activity and community engagement; with exploration and evaluation expensed as incurred (see accounting policy below).

Total assets increased to $56,558 as at December 31, 2019 or by $52,994 from $3,564 as at December 31, 2018, because of an addition of assets (primarily a motor vehicle) during the year.

Summary of Quarterly Results

The following is a summary of certain selected unaudited financial information for the most recent eight fiscal quarters.

		March 31,	June 30,	September 30,	December 31,
		2018	2018	2018	2018
Revenue	$	Nil	Nil	Nil	Nil
Loss		5,912	616	2,120	36,740
Comprehensive loss		5,912	616	2,145	36,795

		March 31,	June 30,	September 30,	December 31,
		2019	2019	2019	2019
Revenue	$	Nil	Nil	Nil	Nil
Loss		20,207	161,721	109,310	627,457
Comprehensive loss		20,211	161,901	109,188	627,629

The quarterly results are not impacted by seasonal factors rather the proposed exploration work program.

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Kainantu Resources Pte. Ltd. Carve-Out

Management’s Discussion and Analysis For the Years Ended December 31, 2019 and 2018

Results of Operations

The results of operations for the years ended December 31, 2019 and December 31, 2018 are as follows.

Expenses	Notes		December 31,		December 31,
			2019		2018
Exploration and evaluation	1	$	851,943	$	36,856
General and administrative			6,685		2,335
Professional fees	2		29,641		-
Travel	3		21,690		6,110
Depreciation			8,712		-
Foreign exchange			24		87
Total Expenses		$	918,695	$	45,388

Notes:

Exploration and evaluation expenditures for the year ended December 31, 2019 totalling 851,943 were expensed as incurred, consisting of direct costs relating to field trips including mapping, sampling, associated labour and support services such as security as well as community engagement, an increase of $815,087 compared to the year ended December 31, 2018 with only limited and select exploration activities completed in the first year.
Professional fees for the year ended December 31, 2019 comprised costs associated with corporate development of $29,641, compared to $nil in the year ended December 31, 2018.
Travel costs in the year ended December 31, 2019 of $21,690 reflect a proportional increase in the number of trips and staff travelling to Kainantu, $15,580 higher than costs of $6,110 incurred in the year ended December 31, 2018.

Financial Position

The financial position as at December 31, 2019 and December 31, 2018 are as follows.

As at	Notes		December 31,		December 31,
			2019		2018
Total Current Assets		$	8,666	$	3,564
Non-Current
Property and equipment	1		47,892		-
Total Non-Current Assets		$	47,892		-

Total Assets		$	56,558	$	3,564
Current Liabilities
Accounts payable and accrued liabilities			25,934		-
Total Current Liabilities		$	25,934	$	-

Net Assets		$	30,624	$	3,564

Notes:

Property and equipment acquired during the year with additions totalling $56,562 comprising an all terrain vehicle and other office and field equipment, net of depreciation of $8,670 charged during the year.

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Kainantu Resources Pte. Ltd. Carve-Out

Management’s Discussion and Analysis For the Years Ended December 31, 2019 and 2018

Liquidity and Capitalization

Working Capital

The Carve-out Project had a working capital deficiency as at December 31, 2019 of ($17,268), a decrease of $20,832 from December 31, 2018 with $3,564. Refer to Note 2 of the audited carve-out financial statements (continuance of operations) with respect to financing.

Long-Term Liability

The Carve-out Project had no long-term liabilities as at December 31, 2019 and December 31, 2018.

Related Party Transactions

Key Management Personnel

There are no related party transactions with respect to the Carve-out Project.

Off Balance Sheet Arrangements

The Carve-out Project has no undisclosed off-balance sheet arrangements or off-balance sheet financing structures in place.

Significant Accounting Policies

Please refer to Note 4 in the audited carve-out financial statements for the years ended December 31, 2019 and December 31, 2018.

Critical Accounting Estimates

Please refer to Note 5 in the audited carve-out financial statements for the years ended December 31, 2019 and December 31, 2018.

Financial Instruments

Please refer to Note 10 in the audited carve-out financial statements for the years ended December 31, 2019 and December 31, 2018.

Risks and Uncertainties

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Kainantu Resources Pte. Ltd. Carve-Out

Management’s Discussion and Analysis For the Years Ended December 31, 2019 and 2018

experience, knowledge and careful evaluation may not be able to adequately mitigate. Examples of these risks include, but are not limited to:

Credit risk

Credit risk is the risk of financial loss to the Carve-out Project if the counterparty to a financial instrument fails to meet its contractual obligations. The Group holds no operational bank accounts; accordingly, is not subject to credit risk.

Liquidity risk

Market risk

Market risk is the risk that changes in market prices, such as equity prices and foreign exchange rates will affect the Carve-out Project’s profit or loss or the value of its financial instruments.

Foreign currency risk

The Carve-out Project operates in Papua New Guinea and Singapore and is exposed to risk from changes in the US dollar, Singapore dollar and the PNG Kina.

Foreign currency risk is the risk that the Carve-out Project’s financial performance will be affected by fluctuations in the exchange rates between currencies. The Carve-out Project’s exposure to the risk of changes in foreign exchange rates relates primarily to the Carve-out Project’s operating activities (when expenses are denominated in currencies other than the respective functional currencies). The Group manages this foreign currency risk by matching payments in the same currency and monitoring movements in exchange rates.

Subsequent Events

On June 1, 2020, the Restructure was completed and the Carve-out Project was transferred to Kainantu Resources Pte. Ltd.

On June 16, 2020, Kainantu entered into a definitive share exchange agreement (“the Agreement”) with PLB Capital Corp. (“PLB”) whereby PLB will acquire all of the issued and outstanding securities of Kainantu in respect of the Qualifying Transaction. The Agreement was further amended on August 5, 2020 in relation to the number and type of securities acquired and completion of financing by Kainantu and October 7, 2020 in relation to the minimum financing amount and condition for the award of deferred consideration shares.

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P a g e | 7

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KAINANTU RESOURCES PTE. LTD.

Management’s Discussion and Analysis For the interim period ended May 31, 2020

Kainantu Resources Pte. Ltd. Carve-Out

Management’s Discussion and Analysis For the Period Ended May 31, 2020

General

The MD&A should be read in conjunction with the unaudited condensed interim carve-out financial statements for the period ended May 31, 2020 and the related notes contained therein which have been prepared under International Financial Reporting Standards (“IFRS”).

Carve-out Basis of Preparation

Unaudited condensed interim financial statements are presented for the 5 month period ended May 31, 2020 leading up to the restructure and acquisition by Kainantu Resources Pte. Ltd.

Description of Business

The carve-out operations and business are a mineral exploration project focused on properties in Kainantu Papua New Guinea (“PNG”) targeting gold associated minerals.

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Kainantu Resources Pte. Ltd. Carve-Out

Management’s Discussion and Analysis For the Period Ended May 31, 2020

Significant Events

PEC is the owner of the Kainantu mineral exploration properties and both TES and PEC transferred assets and recovered historical expenditures incurred on these properties. For the purposes of the Carve-out Financial Statements, TES and PEC operations pertaining to the transferred assets are collectively considered as the “Carve-out Project”.

Mineral Properties

Kainantu Project, Kainantu District Eastern Highlands, PNG

The Project is 100% owned by PEC and includes four gold tenements and two priority tenement applications located in the Kainantu region of PNG. The gold tenements consist of mineral claims totaling ~726 km² proximal or covering historic and current gold-copper mineral occurrences. The Kainantu region is located in the northeastern flank of the Papuan Mobile Belt. The project includes a north-northeast trending transfer structure, with associated mineralization, with alteration and porphyry complexes aligned along it.

In 2019, historic data analysis, sampling work and field observations concentrated on identifying various types of mineralization, including epithermal vein structures centred around Tirokave, multiple skarn deposits west of Tirokave and porphyry mineralization to the south and north of the tenement. Analysis of outcomes then provided the basis for the H1 2020 program, which focused on further sampling in the most prospective areas for early stage drilling and potential for resource definition. A key outcome of this program was the delineation of various ring features in EL 2559 (and surrounding areas) indicating shallow buried to emergent mineralising igneous complexes; in particular in the Tirokave, Tebeo and Irafo areas (with all being north trending and intersecting the Kainantu transfer structure). The identification of these features supports the H2 2020 ridge and spur programme; with intensive sampling to occur in the Tirokave area ahead of trenching and the development of a drilling programme.

While highly prospective, these mineral claims are early stage exploration properties with limited historical exploration.

Overall Performance

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Kainantu Resources Pte. Ltd. Carve-Out

Management’s Discussion and Analysis For the Period Ended May 31, 2020

In the period to May 31, 2020, 525 pan concentrate and soil samples were taken, in addition to the completion of further field work observations. This work indicated a consistency of gold elements in the areas of focus, notwithstanding weathering. Mapping also supported a view that any likely epithermal system remains intact, with less unroofing and erosion.

Selected Interim Information

The following is a summary of certain selected periodic financial information for the two interim periods ended May 31, 2020 and 2019.

he following is a summary of certain selected periodic financial information for the two interim nded May 31, 2020 and 2019.	he following is a summary of certain selected periodic financial information for the two interim nded May 31, 2020 and 2019.
For the period ended May 31, 2020 May 31, 2019
	Total revenues $ - $ - Loss for the period 563,167 177,689 Comprehensive loss for the period 570,447 178,065 Total Assets $ 471,510 56,558 Long-term Liabilities - -

The Carve-out Project is in the exploration stage without any producing properties and no current source of revenue.

The Carve-out Project incurred a loss and comprehensive loss for the period ended May 31, 2020 of $563,167 and $570,447, respectively, as compared to a loss of $177,689 and $178,065 for the period ended May 31, 2019, respectively. The increase in loss of $385,478 and $392,382 for the period May 31, 2020, respectively, was primarily as a result of increased exploration activity and community engagement, with exploration and evaluation expenses incurred.

Total assets have increased to $471,510 as at May 31, 2020 or by $414,952 from $56,558 as at December 31, 2019 because of an addition of assets acquired during the period.

Results of Operations

The results of operations for the periods ended May 31, 2020 and May 31, 2019 are as follows.

Expenses	Notes		May 31, 2020		May 31, 2019
Exploration and evaluation	1	$	401,948	$	177,689
General and administrative			5,464		-
Professional and consulting fees	2		88,281		-
Travel	3		60,035		-
Depreciation			6,107		-
Foreign exchange			1,442		-
Total Expenses		$	563,167	$	177,689

Notes:

Exploration and evaluation expenditures for the period ended May 31, 2020 totalling $401,167 were expensed as incurred consisting of direct costs relating to field trips including mapping, sampling, associated labour and support services (such as security as well as community engagement), an increase of $224,259 compared to the period ended May 31, 2019.
Professional and consulting fees for the period ended May 31, 2020 of $88,281 comprised costs associated with technical and geological consultants plus costs associated with corporate development activities.

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Kainantu Resources Pte. Ltd. Carve-Out

Management’s Discussion and Analysis For the Period Ended May 31, 2020

Travel costs in the period ended May 31, 2020 of $60,035 reflect an increase in international travel with technical and geological consultants and the project manager travelling to PNG and the number of trips and staff travelling to Kainantu.

Financial Position

The financial position as at May 31, 2019 and December 31, 2018 are as follows.

As at	Notes		May 31,		December 31,
			2020		2019
Total Current Assets		$	7,197	$	8,666
Non-Current
Property and equipment	1		464,313		47,892
Total Non-Current Assets		$	464,313		47,892

Total Assets		$	471,510	$	56,558
Current Liabilities
Accounts payable and accrued liabilities	2		465,521		25,934
Total Current Liabilities		$	465,521	$	25,934

Net Assets		$	5,989	$	30,624

Notes:

Property and equipment acquired during the period to May 31, 2020 with additions totalling $422,365 comprising an all terrain vehicle, payments towards the exploration camp under construction and other office and field equipment, and net of depreciation of $5,943 charged during the period.
Accounts payable and accrued liabilities related to trade and other payables and asset acquisitions. It is noted no liabilities were transferred or assumed in the restructure completed on June 1, 2020, remaining the responsibility of TES and PEC.

Liquidity and Capitalization

Working Capital

The Carve-out Project had a working capital deficiency as at May 31, 2020 of ($458,324), a decrease of $441,056 from December 31, 2019 with ($17,268). Refer to Note 2 of the condensed interim financial statements (continuance of operations) with respect to financing.

Long-Term Liability

The Carve-out Project had no long-term liabilities as at May 31, 2020 and December 31, 2019.

Related Party Transactions

Key Management Personnel

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Kainantu Resources Pte. Ltd. Carve-Out

Management’s Discussion and Analysis For the Period Ended May 31, 2020

There are no related party transactions with respect to the Carve-out Project.

Off Balance Sheet Arrangements

The Carve-out Project has no undisclosed off-balance sheet arrangements or off-balance sheet financing structures in place.

Significant Accounting Policies

Please refer to Note 4 in the condensed interim carve-out financial statements for the period ended May 31, 2020.

Critical Accounting Estimates

Please refer to Note 5 in the condensed interim carve-out financial statements for the period ended May 31, 2020.

Financial Instruments

Please refer to Note 9 in the condensed interim carve-out financial statements for the period ended May 31, 2020 and the audited carve-out financial statements for the years ended December 31, 2019 and December 31, 2018.

Risks and Uncertainties

All of the Carve-out Project’s operations involve mineral exploration and evaluation and there is no guarantee that any such activity will result in commercial production of deposits. Mineral exploration and evaluation involve substantial expenses and a high degree of risk, which even a combination of experience, knowledge and careful evaluation may not be able to adequately mitigate. Examples of these risks include, but are not limited to:

Credit risk

Liquidity risk

Market risk

Market risk is the risk that changes in market prices, such as equity prices and foreign exchange rates will affect the Carve-out Project’s profit or loss or the value of its financial instruments.

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Kainantu Resources Pte. Ltd. Carve-Out

Management’s Discussion and Analysis For the Period Ended May 31, 2020

Foreign currency risk

The Carve-out Project operates in Papua New Guinea and Singapore and is exposed to risk from changes in the US dollar, Singapore dollar and the PNG Kina.

Foreign currency risk is the risk that the Carve-out Project’s financial performance will be affected by fluctuations in the exchange rates between currencies. The Carve-out Project’s exposure to the risk of changes in foreign exchange rates relates primarily to the Carve-out Project’s operating activities (when expenses are denominated in currencies other than the respective functional currencies). The Group manages this foreign currency risk by matching payments in the same currency and monitoring movements in exchange rates.

Subsequent Events

On June 1, 2020, the Restructure was completed and the Carve-out Project was transferred to Kainantu Resources Pte. Ltd.

On June 16, 2020, Kainantu entered into a definitive share exchange agreement (“the Agreement”) with PLB Capital Corp. (“PLB”) whereby PLB will acquire all of the issued and outstanding securities of Kainantu in respect of the Qualifying Transaction. The Agreement was further amended on August 5, 2020 in relation to the number and type of securities acquired and completion of financing by the Kainantu and on October 7, 2020 in relation to the minimum financing amount and condition for the award of deferred consideration shares.

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G-1

APPENDIX “G”

PRO FORMA FINANCIAL STATEMENTS OF THE RESULTING ISSUER (See attached)

320116.00001/94658156.4

PLB CAPITAL CORP.

PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

(Presented in United States Dollars)

July 31, 2020

(Unaudited – Prepared by Management)

PLB CAPITAL CORP.

Pro Forma Consolidated Statement of Financial Position (Unaudited – Prepared by Management) (Presented in United States Dollars)

			Kainantu	PLB	Pro Forma	Pro Forma
			Resources	Capital	Adjustments	Combined
			Pte. Ltd.	Corp.
			As at July	As at May
			31 2020	31, 2020
	Note
ASSETS
Current
Cash	4a	$	-	134,793	1,891,874	2,026,667
Receivables			5,249	655	-	5,904
Total Current Assets			5,249	135,448	1,891,874	2,032,571
Non-Current
Exploration and evaluation			2,392,318	-	-	2,392,318
assets
Propertyand equipment			465,213	-	-	465,213
Total Non-Current Assets			2,857,531	-	-	2,857,531

Total Assets		$	2,862,780	135,448	1,891,874	4,890,102
LIABILITIES AND
SHAREHOLDERS’ EQUITY
Current
Accounts payable and		$	27,743	207	-	27,950
accrued liabilities
Due to relatedparties			121,373	-	-	121,373
Total Current Liabilities			149,116	207	-	149,323
Shareholders’ Equity
Share Capital	4a	$	2,802,177	197,866	2,019,679	5,019,722
Contributed Surplus	4b		-	26,449	60,443	86,892
Accumulated other
comprehensive income			(1,471)	(3,313)	3,313	(1,471)
Deficit			(87,042)	(85,761)	(191,561)	(364,364)
Total Shareholders’ Equity			2,713,664	135,241	1,891,874	4,740,779

Total Liabilities and
Shareholders’ Equity		$	2,862,780	135,448	1,891,874	4,890,102

The accompanying notes are an integral part of these pro forma consolidated financial statements

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PLB CAPITAL CORP.

Pro Forma Consolidated Statement of Loss and Comprehensive Loss (Unaudited – Prepared by Management) (Presented in United States Dollars)

			Kainantu	PLB Capital	Pro Forma	Pro Forma
			Resources	Corp.	Adjustments	Combined
	Note		Pte. Ltd.	6 month
			7 month	period
			period ended	ended May
			July 31, 2020	31, 2020
EXPENSES
Accounting and audit		$	-	5,036	-	5,036
Administrative, office and regulatory			30,317	11,423	-	41,740
Professional fees			47,442	-	-	47,442
Pre-operating			2,642	-	-	2,642
Interest			-	49	-	49
Depreciation			5,131	-	-	5,131
Foreign exchange			(74)	-	-	(74)
			(85,458)	(16,508)	-	(101,966)
OTHER EXPENSE
Listingexpense	3		-	-	277,322	277,322
Loss for the Period		$	(85,458)	(16,508)	(277,322)	(379,288)
Foreign exchange			(1,505)	-	-	(1,505)
translation
Comprehensive Loss for
the Period		$	(86,963)	(16,508)	(277,322)	(380,793)
Basic and diluted loss per			(0.015)	(0.004)	(0.018)	(0.015)
share
Weighted average number of
common shares outstanding			5,728,770	4,000,000	15,000,000	24,728,340

The accompanying notes are an integral part of these pro forma consolidated financial statements

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PLB CAPITAL CORP.

Pro Forma Consolidated Statement of Loss and Comprehensive Loss (Unaudited – Prepared by Management) (Presented in United States Dollars)

			Kainantu	PLB Capital	Pro Forma	Pro Forma
			Resources	Corp.	Adjustments	Combined
	Note		Pte. Ltd.	Year ended
			August 21,	November
			2019 to	30, 2019
			December 31,
			2019
EXPENSES
Accounting and audit		$	-	5,418	-	5,418
Office and regulatory			-	12,290	-	12,290
Professional fees			1,242	15,049	-	16,291
Pre-operating			342	-	-	342
Share-based payments			-	22,425	-	22,425
Interest			-	72	-	72
			(1,584)	(55,254)	-	(56,838)
OTHER EXPENSE
Listingexpense	3		-	-	277,322	277,322
Loss for the Period		$	(1,584)	(55,254)	(277,322)	(334,160)
Foreign exchange			34	-	-	34
translation
Comprehensive Loss for		$	(1,550)	(55,254)	(277,322)	(334,126)
the Period
Basic and diluted loss per			(1.033)	(0.014)	(0.018)	(0.018)
share
Weighted average number of
common shares outstanding			1,500	4,000,000	15,000,000	19,001,500

The accompanying notes are an integral part of these pro forma consolidated financial statements

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PLB CAPITAL CORP.

Notes to the Pro Forma Consolidated Financial Statements For the period ended July 31, 2020 (Unaudited – Prepared by Management) (Presented in United States Dollars)

1. ACQUISITION UNDER SHARE EXCHANGE AGREEMENT

The unaudited pro forma consolidated financial statements have been compiled for purposes of inclusion in an Filing Statement for PLB Capital Corp. (“PLB”) dated October 26, 2020. PLB intends to acquire Kainantu Resources Pte. Ltd. (“Kainantu”) and its exploration assets under a share exchange agreement (“the Acquisition”).

Immediately prior to completing the Acquisition, Kainantu intends to complete a private placement to raise proceeds of $3,000,000 Canadian Dollars (“CAD”) through the issuance of 15,000,000 units at $0.20 CAD per unit, comprising a common share and half warrant.

The transaction will constitute a reverse takeover (“RTO”) of PLB by Kainantu under the policies of the TSX Venture Exchange.

2. BASIS OF PREPARATION

These unaudited pro forma consolidated financial statements give effect to the Acquisition whereby PLB will acquire all of the shares and warrants on issue in Kainantu, in exchange for the equivalent number of new PLB common shares and warrants.

The unaudited pro forma consolidated financial statements have been compiled from and include:

• An unaudited pro forma consolidated statement of financial position, which combines the statement of financial position of PLB as at May 31, 2020 and the audited consolidated statement of financial position of Kainantu as at July 31, 2020, giving effect to the capital raising and Acquisition as if it occurred on July 31, 2020.

• An unaudited pro forma consolidated statement of loss and comprehensive loss, which combines the statement of loss and comprehensive loss of PLB for the six months ended May 31, 2020 and the consolidated statement of loss and comprehensive loss of Kainantu for the period from January 1, 2020 to July 31, 2020, giving effect to the Acquisition as if it had occurred on December 1, 2019.

• An unaudited consolidated statement of loss and comprehensive loss, which combines the statement of loss and comprehensive loss of PLB for the twelve months ended November 30, 2019 and the statement of loss and comprehensive loss of Kainantu for the period from August 21, 2019 to December 31, 2019.

Further, these pro forma consolidated financial statements are not necessarily indicative of the future financial position or results of operations of PLB as a result of the Acquisition. These unaudited pro forma consolidated financial statements should be read in conjunction with the audited consolidated financial statements of Kainantu as at July 31, 2020 and December 31, 2019, and the unaudited interim financial statements of PLB as at May 31, 2020, all of which are contained within the Filing Statement.

These unaudited pro forma consolidated financial statements are presented in United States Dollars (“USD”) which differs from PLB’s functional currency which is the CAD.

P a g e | 5

PLB CAPITAL CORP.

Notes to the Pro Forma Consolidated Financial Statements For the period ended July 31, 2020 (Unaudited – Prepared by Management) (Presented in United States Dollars)

2. BASIS OF PREPARATION (Continued)

Significant Accounting Policies

The accounting policies applied in the preparation of these unaudited pro forma consolidated financial statements are those as set out in the Kainantu audited consolidated financial statements for Kainantu as at July 31, 2020 and December 31, 2019.

3. REVERSE TAKEOVER OF PLB BY KAINANTU

For accounting purposes, Kainantu has been treated as the accounting parent company (legal subsidiary) and PLB has been treated as the accounting subsidiary (legal parent) in these pro forma consolidated financial statements. The acquisition by Kainantu of PLB is considered to be an asset acquisition. Accordingly, the reverse takeover transaction is treated as an equity settled transaction under IFRS 2.

For purposes of this transaction, the consideration received is deemed to be the fair value of the net assets of PLB which on May 31, 2020 were as follows:

Purchase Price
Fair value of shares acquired by Kainantu vendors	$	99,224
Fair value of shares retained by PLB shareholders		313,339
Transaction costs		-
Total Purchase Price		412,563
Net Assets Acquired
Current Assets
Cash		134,793
Accounts Receivable		655
Current Liabilities
Accounts Payable		(207)
Net Identifiable Assets		135,241
Listing expense	$	277,322

The fair value per share acquired by the Kainantu vendors reflects the transaction price of $0.07 CAD and the shares retained by the shareholders of PLB based on the capital raising price of $0.20 CAD.

As a result of PLB not meeting the definition of a business under IFRS 3, a listing expense of $277,322 has been recorded. This represents the excess of the purchase price over the fair value of the assets and liabilities acquired and is characterised as a capital raising cost.

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PLB CAPITAL CORP.

Notes to the Pro Forma Consolidated Financial Statements For the period ended July 31, 2020 (Unaudited – Prepared by Management) (Presented in United States Dollars)

4. PRO FORMA ASSUMPTIONS

The pro forma consolidated statement of financial position and pro forma consolidated statement of loss and comprehensive loss are based on the following assumptions:

a) Kainantu will complete a private placement to raise $3,000,000 CAD by the issuance of 15,000,000 units at $0.20 CAD per unit. Each unit will comprise a common share and half a share purchase warrant with each full warrant exercisable at $0.40 CAD for a term of 3 years. Net of costs, it is estimated the proceeds will equal $1,891,874 after deducting professional and associated costs with the acquisition and capital raising;
b) In addition to the capital raising costs warrants equivalent to 7% of the funds raised will be issued with a term of 3 years, 880,000 will be exercisable at $0.20 CAD and a further 490,000 exercisable at $0.40 CAD; The fair value of the broker warrants of $86,892 was recorded in the pro-forma consolidated statement of financial position as contributed surplus. The fair value was determined using the Black Scholes pricing model applying the following weighted average assumptions at July 31, 2020:

Assumptions:
Risk-free interest rate	0.30%
Expected dividend yield	0.00%
Expected stock price volatility	75%
Expected option life	3 years
Fair value per option ($0.20)	CAD $0.097
Fair value per option ($0.40)	CAD $0.063

5. SHARE CAPITAL

Share capital as at July 31, 2020 in the unaudited pro-forma consolidated statement of financial position is comprised of the following:

	Number of	Amount
	Shares	$
Authorized
Unlimited common shares without par value
Issued
Kainantu common shares outstanding as at January 1, 2020	1,500	2,169
Kainantu common shares issued in private placement	2,200,000	8
Kainantu common shares issued in settlement of promissory	17,798,500	2,800,000
note pursuant to the terms of the Restructure
Common shares issued in non-brokered private placement,	15,000,000	1,891,874
net of share issuance costs
Finder and broker warrants issued in private placement	-	(86,892)
Shares issued to PLB shareholders	4,000,000	412,563
Common shares outstanding after the Acquisition	39,000,000	5,019,722

6. INCOME TAXES

No value has been ascribed to any acquired tax loss carry forwards obtained by Kainantu as part of the Acquisition. As an early stage company, it is not known whether sufficient future taxable profits will be available to utilize these losses prior to expiry.

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South Pacific Metals — Proxy Solicitation & Information Statement 2020

47688_rns_2020-10-30_89f736ce-62d5-40fc-b2fc-973b2e33f797.pdf

PLB CAPITAL CORP.

FILING STATEMENT

Dated as at October 29, 2020

TABLE OF CONTENTS

FORWARD-LOOKING INFORMATION

Information Concerning the Corporation

Information Concerning KRPL, KRL and PEC

GLOSSARY OF TERMS

“Acquisition”

“Affiliate”

“Associate”

“BCBCA”

Currency Presentation

SUMMARY OF FILING STATEMENT

The Corporation

Summary of the Proposed Transactions

Share Exchange Agreement

PEC and Gold Tenements

Private Placement

Name Change

Arm’s Length Qualifying Transaction

Interests of Insiders

Available Funds and Principal Purposes

Selected Pro Forma Consolidated Financial Information

Changes of Directors and Officers

Conflicts of Interest

Sponsorship

Interests of Experts

Conditional Listing Approval

Risk Factors

RISK FACTORS

Risks Associated with the Business of the Resulting Issuer

Global Outbreaks and Coronavirus

Proposed Transactions Not Approved

Mineral Tenure

Funds Spent on Exploration Licences Prior to Renewal

General Exploration and Mining Risks

Financing Risks

Government Regulation, Processing Licences and Permits

Country Risks

Corruption and Bribery

Local Landowners and other owners of Surface Rights

Mining Decision

Market for Securities

Reliance on Key Individuals

Conflicts of Interest

Changes in the Market Price of Gold and Copper

The Resulting Issuer may Incur Losses for the Foreseeable Future

Uninsurable Risks

Competition

General Economic Conditions May Adversely Affect the Resulting Issuer’s Growth

Natural Phenomena

Climate Change

Social Effects

Shortages of Equipment

Land Reclamation Requirements

Environmental Lawsuits

Non-Governmental Organizations (NGOs)

Human Rights Matters

Dilution

Future Sale of Resulting Issuer Shares Resulting in Share Price Drop

Dividends

Option Agreement

INFORMATION CONCERNING THE CORPORATION

Corporate Structure

Name and Incorporation

General Development of the Corporation’s Business

History

General Description of the Proposed Transactions

Selected Financial Information and Management’s Discussion and Analysis

Management Discussion and Analysis

Description of Securities

Common Shares

Warrants

Stock Option Plan

Prior Sales

Stock Exchange Price

South Pacific Metals Proxy Solicitation & Information Statement 2020