Stinger Resources Inc. — Capital/Financing Update 2021

Feb 25, 2021

Exchange

FORM 28 LISTING APPLICATION

STINGER RESOURCES INC. ("Stinger")

Application for Listing of the Gommon Shares of Stinger on the TSX Venture Exchange

February 25,2021

No securities regulatory authority or the TSX Venture Exchange has expressed an opinion about the securities which are the subject of this application

Item 2: Table of Contents and Glossary

TABLE OF CONTENTS

	Item 2:Table of Contents and Glossary	2
Item 3:Summary		8
	Item 4: Corporate Structure	I
	Item 5:Description of the Business	10
	Item 6:Financings	16
	Item 7:Dividends and Other Distributions	1B
	Item 8:Management's Discussion and Analysis	1B
	Item 9:Disclosure of Outstanding Security Data on Fully Diluted Basis	19
	Item 10: Description of Securities to be Listed	20
	Item 11: Consolidated Capitalization	20
	Item 12: Stock Option Plan	20
	Item 13: PriorSales	21
	Item 14: Escrowed Securities and Securities Subject to Restriction on Transfer	21
	Item 15; Principal Securityholders	22
	Item 16: Directors and Executive Officers	22
	Item 17: Executive Compensation	zo
		28
	Item 18: lndebtedness of Directors and Executive Officers
	Item 19: Audit Committees and Corporate Governance	28
	Item 20: Agent, Sponsor or Advisor	32
	Item 21: Risk Factors	32
	Item22: Promoters	37
	Item 23: Legal Proceedings and Regulatory Actions	38
	Item24 lnterests of Management and Others in MaterialTransactions	38
	Item 25: lnvestor Relations Arrangements	38
	Item 26: Auditors, Transfer Agents and Registrars	3B
	Item 27 : Material Contracts	38
Item 28: Experts		3B
	Item 29: Other Material Facts	39 39
	Item 30: Additional lnformation - Mining or Oil and Gas Applicants	39
	Item 31: Exemptions	39
	Item 32: Financial Statement Disclosure for lssuers	39
	Item 33: Significant Acquisitions Item 34: Certificates	40

Schedules:

Schedule "A" - Audited Financial Statements of Stinger from incorporation to November 30,2020.

• Schedule "8" Management Discussion and Analysis of Stinger from incorporation to November 30,2020.
• Schedule "C" American Creek Audited Carve-Out Financial Statements for the years ended December 31,2019 and 2018
• Schedule "D" Carve-Out Management Discussion and Analysis of American Creek for the year ended December 31,2019
• Schedule "E" Carve-Out Financial Statements of American Creek for lnterim period ended September 30,2020
• Schedule "F" Carve-Out Management Discussion and Analysis of American Creek for the lnterim period ended September 30, 2020

Schedule "G" - Audit Committee Charter

GLOSSARY

lnformation lncorporated by Reference

lnformation has been incorporated by reference in this Listing Application from the Technical Report (defined below) filed under Stinger's profile on SEDAR at www.sedar.com.

Glossary

The fottowing ls a glossary of certain terms used in this Listing Application including the Summary and Schedu/es hereto. Terms and abbreviations used in the Schedules fo fhls Listing Application may be defined separately and any subsequent definitions and abbreviations will supersede the following definitions and abbreviations for the purposes of the Schedule they are subsequently defined in.

"affiliate" has the meaning ascribed thereto in Nl 45-106.

"ag" means silver.

• "American Creek" means American Creek Resources Ltd., a corporation existing under the laws of the Province of British Columbia.
• "American Creek Board" means the board of directors of American Creek.
• "American Greek Class A Shares" means the renamed and redesignated American Creek Shares as described in subsection 3.1(c)(i) of the Plan of Arrangement.

"American Creek Optionholders" means holders of the American Creek Options.

• "American Creek Options" means the stock options to acquire American Creek Shares that are outstanding immediately prior to the Effective Time.
• "American Creek Replacement Option" means an option to acquire a New American Creek Share to be issued by American Creek to a holder of an American Creek Option pursuant to subsection 3.1(e) of the Plan of Arrangement.

"American Creek Shareholder" means a holder of American Creek Shares.

• "American Creek Shares" means the common shares without par value which American Creek is authorized to issue as the same are constituted on the date hereof.
• "American Creek Stock Option Plan" means the current stock option plan of American Creek dated September 17,2018, as updated and amended from time to time.

"American Greek Warrantholders" means holders of the American Creek Warrants.

• "American Creek Warrants" means the share purchase warrants of American Creek exercisable to acquire American Creek Shares that are outstanding immediately prior to the Effective Time.
• "Arrangement" means the arrangement of American Creek under the Arrangement Provisions as contemplated by the provisions of the Arrangement Agreement and the Plan of Arrangement, subject to any amendments or variations thereto permitted to be made under the terms of the Arrangement Agreement or the Plan of Arrangement or made at the direction of the Court in the Final Order (provided, however, that any such amendment or variation is acceptable to American Creek, acting reasonably).
• "Arrangement Agreement" means the amended and restated arrangement agreement dated as of October 2, 2020, between American Creek and Stinger, including all exhibits and schedules attached thereto.

"Arrangement Provisions" means Part 9, Division 5 of the BCBCA.

• "Asset Property lnterests" mean the property interests described in paragraphs (a) and (b) under the definition of Assets below.
• "Assets" means the assets of American Creek to be transferred to Stinger pursuant to the Arrangement, being:
• (a) the three (3) mineral properties commonly referred to as the Dunwell Property, the Gold Hill Property and the D1 McBride Property, as more particularly described in Schedule "B" attached to the Plan of Arrangement;
• (b) optioned interests in the three (3) mineral properties commonly referred to as the Silver Side Property, the Ample Goldmax Property and the Glitter King Property, as more particularly described in Schedule "8" attached to the Plan of Arrangement;
• (c) 1,400,499 common shares of Tudor Gold Corp.;
• (d) \$2,500,000 cash;
• (e) the right to receive the Contingent Cash Payment;
• (f) the real property located at#92 - 2nd Avenue West, Cardston, Alberta TOK 0K0, and all leasehold improvements related thereto and office furniture, computers and other equipment therein; and
• certain vehicles and exploration equipment as are more particularly described in Schedule "B" to the Plan of Arrangement. (g)

"au" means gold.

"Audit Gommiftee" means the audit committee of Stinger.

• "BCBCA' means the Buslness Corporations Acf (British Columbia), S.B.C. 2002, c.57, as may be amended or replaced from time to time.
• "Business Day" means a day which is not a Saturday, Sunday or statutory holiday in Vancouver, British Columbia.
• "Carve-Out Financial Statements" means the carve-out financial statements in respect of the Asset Property lnterests for the years ended December 31,2019 and 2018 (audited) and for the nine month period ended September 30,2020 (unaudited), as applicable.
• "CEO' means an individual who served as chief executive officer of a company, or performed functions similar to a chief executive officer, for any part of the most recently completed financial year.
• "CFO' means an individual who served as chief financial officer of a company, or performed functions similar to a chief financial officer, for any part of the most recently completed financial year.
• "Contingent Gash Payment" means 80% of the net proceeds that American Creek receives from the exercise of American Creek Warrants after the Effective Date.

"Court" means the Supreme Court of British Columbia.

"cu" means copper.

"Effective Date" means the date of closing of the Arrangement.

• "Effective Time" means 12:01 a.m. (Vancouver time) on the Effective Date, or such other time on the Effective Date as agreed to in writing by American Creek and Stinger.
• "Final Order" means the final order of the Court approving the Arrangement.

"Form 51-102FOV' means Form 51-102FOV - Statement of Executive Compensation-Venture /ssuers.

"ha" means hectare.

"tn the Money Amount" means at a particular time with respect to an American Creek Option, American Creek Replacement Option or Stinger Option, the amount, if any, by which the fair market value of the underlying security exceeds the exercise price of the relevant option at such time.

"km" means kilometre.

"Listing Application" means this listing application.

"m" means metre.

'MD&A' means management's discussion and analysis.

"Meeting" means the annual general and special meeting of American Creek Shareholders held on December 3, 2020 at which the American Creek Shareholders approved the Arrangement Agreement and the Arrangement and the adoption of the Stinger Stock Option Plan, amongst other things.

"Named Executive Officer" or "NEO" means each of the following individuals:

• (i) a CEO;
• (ii) a CFO;
• ( iii) in respect of a company and its subsidiaries, the most highly compensated executive officer other than the CEO and CFO at the end of the most recently completed financial year whose total compensation was more than \$150,000, as determined in accordance with subsection 1.3(5) of Form 51-102F6V for that financial year; and
• each individual who would be an NEO under paragraph (iii) above but for the fact that the individual was neither an executive officer of a company, nor acting in a similar capacity, at the end of that financial year. (iv)
• "New American Creek Shares" means the new class of voting common shares without par value which American Creek will create and issue as described in subsection 3.1(c)(ii) of the Plan of Arrangement and for which the American Creek Class A Shares will, in part, be exchanged under the Plan of Arrangement and which, immediately after completion of the transactions comprising the Plan of Arrangement, will be identical in every relevant respect to the American Creek Shares.

"Nl 43-101' means National lnstrument 43-101- Sfandards of Disclosure for Mineral Projects.

"Nl 45-106' means National lnstrument 45-106 - Prospectus Exemptions.

'Nl 51-102' means National lnstrument 51-102 - Continuous Dlsc/osure Obligations.

.N152-110' means National lnstrument 52-110 - Audit Committees.

"Nt58-101'means National lnstrument 5B-101 - Disclosure of Corporate Governance Practices.

"pb" means lead.

• "person" includes any individual, firm, partnership, joint venture, venture capital fund, association, trust, trustee, executor, administrator, legal personal representative, estate group, body corporate, corporation, unincorporated association or organization, governmental entity, syndicate or other entity, whether or not having legal status.
• "Plan of Arrangement" means the plan of arrangement attached as Schedule "A" to the Arrangement Agreement.

'SEDAR' means System for Electronic Document Analysis and Retrieval at www.SEDAR.com.

• "Share Distribution Record Date" means the close of business on the Business Day immediately preceding the Effective Date for the purpose of determining the American Creek Shareholders entitled to receive New American Creek Shares and Stinger Shares pursuant to the Plan of Arrangement or such other date as the American Creek Board may select.
• "Share Exchange" means the exchange of American Creek Shares for New American Creek Shares and Stinger Shares pursuant to the Plan of Arrangement.
• "Stinger" means Stinger Resources lnc., a newly-incorporated private corporation incorporated pursuant to the laws of the Province of British Columbia, which is a subsidiary of American Creek for the purpose of the Plan of Arrangement.
• "Stinger Board" means the board of directors of Stinger
• "Stinger Options" means stock options issued pursuant to the Stinger Stock Option Plan, including the Stinger Options to be issued pursuant to subsection 3.1(e) of the Plan of Arrangement.
• "Stinger Shares" means the common shares without par value which Stinger is authorized to issue as the same are constituted on the date hereof.
• "Stinger Spinout Shares" means the 45,000,389 Stinger Shares (or such other amount determined by the Stinger Board) to be issued to American Creek on the Effective Date to complete the acquisition of the Assets and to be distributed to the American Creek Shareholders pursuant to the Plan of Arrangement.
• "Stinger Stock Option Plan" means the stock option plan adopted by Stinger and dated December 3, 2020.
• "subsidiary" means, with respect to a specified body corporate, any body corporate of which more than 50% of the outstanding shares ordinarily entitled to elect a majority of the board of directors thereof (whether or not shares of any other class or classes will or might be entitled to vote upon the happening of any event or contingency) are at the time owned directly or indirectly by such specified body corporate and will include any body corporate, partnership, joint venture or other entity over which such specified body corporate exercises direction or control or which is in a like relation to a subsidiary.
• "Technical Report" means the technical report prepared in accordance with Nl 43-101 by James A. McCrea, P.Geo. having an effective date of October 20, 2020 and entitled "Technical Report on the Dunwell Propertf', a summary of which is provided under "lnformation Concerning Stinger - The Dunwell Propeftf'.
• "Transfer Agent" means Olympia Trust Company, or such other trust company or transfer agent as may be designated by American Creek.

"TSXV' means the TSX Venture Exchange.

"U.S.'means the United States.

"zn" means zinc.

Words importing the singular include the plurals and vice-versa and words importing any gender include all genders.

Item 3: Summary

The following is a summary of the principal features of this listing of securities of Stinger and should be read together with the more detailed information and financial data and statements contained elsewhere in this Listing Application. This Summary is qualified in its entirety by the more detailed information appearing or referred to elsewhere herein. Unless otherwise specified, the information in this Listing Application has been prepared on a pro forma basrs assum ing completion of the Arrangemenf. Unless otheruise indicated, all currency amounts are stated in Canadian dollars.

The Principal Business of Stinger

Following completion of the Arrangement, Stinger will own the Dunwell, Gold Hill and D1 McBride properties, an optioned interest in the Silver Side, Ample Goldmax and Glitter King properties, 1,400,499 common shares of Tudor Gold Corp., an office (land and building) and related furniture and equipment and certain vehicles and other exploration equipment.

The Dunwell Property will be Stinger's principal property. The Dunwell Property is a gold-silver property located in the Skeena Mining Division in northwestern British Columbia, in the area known as British Columbia's Golden Triangle. See "/fem 5 - Description of the Business - Ihe Dunwell Propertf' in this Listing Application for further details regarding the Dunwell Property.

Securities to be Listed

Upon completion of the Arrangement, there will be approximately 45,000,389 Stinger Shares outstanding, being the Stinger Spinout Shares. See "/fem 10 - Description of Securities to be Listed' for further details.

Funds Available and Use of Proceeds

Upon completion of the Arrangement, Stinger will be transferred \$2,500,000 cash from American Creek

Stinger intends to use the funds available for the following purposes:

	Cash Transfer
Expenses Related to Listing and Outstanding Receivables	\$35,000
Phase I exploration proqram on the Dunwell Property(z)	\$275,000
Phase ll exploration proqram on the Dunwell Property(z), at Stinger's discretion	n/a(3)
Property expenditures required in 2021 to keep the Silver Side property option in	\$35,000
oood standinq(4)
Property expenditures required in 2021 to keep the Glitter King property option in qood standinq(a)	\$45,000
Property expenditures required in 2021 to keep the Ample Goldmax property option in oood standino(a)	\$100,000
Estimated general and administrative costs for the 12 month period subsequent to the completion of the Arranqement(s)	\$580,500
Unallocated working capital	\$1.429.500
TOTAL	\$2,500,000

Notes:

lncludes: advertising and promotion (\$35,100); consulting fees/employee salaries (\$a33,600); legal, accounting & auditfees (\$35,000); insurance (D&O and general) (\$17,000); telephone and fax and utilities (\$3,SOO1; travel, lodging and meals (\$7,500); corporate filing fees and transfer agent (\$7,500); and sundry and miscellaneous costs (\$41 ,300). (5)

See "/fern 6- Financings - Funds Available and Use of Proceeds" in this Listing Statement for further details

⁽¹⁾ Expenses related to TSXV listing fees, legal fees, transfer agent fees and other miscellaneous costs related to Stinger's listing on the TSXV, together with other outstanding receivables.

See "/tem 5 - Description of fhe Busrness - The Dunwell Propeftf' in this Listing Application for further details. (2)

Provided funds are available, at Stinger's discretion it may complete a portion (i.e., less than 20 holes) of the Phase ll exploration program on the Dunwell Property. (3)

See "/tem 5 - Description of fhe Business - Other Propefties" in this Listing Application for further details. (4)

Risk Factors

There are risks associated with the business of Stinger, including but not limited to: (a) the stage of Stinger's properties and the speculative nature of exploration; (b) Stinger's limited operating history and negative cash flow; (c) standard exploration and development risks, including environmental risks; (d) regulatory risks relating to development and advancement of Stinger's properties; (e) the effect of changes in commodity prices and capital markets; (f) competition with other resource companies; (g) the need for additional capital through financings and consequent dilution to Stinger's shareholders and the risk that funds may not be available or available at prices satisfactory to Stinger; (h) reliance on key management of Stinger; (i) the potential for conflicts of interest; and O other risks associated with Stinger and its business and assets as further described in " ltem 21 - Risk Factors" of this Listing Application.

Financial lnformation

As of the date of this Listing Statement, Stinger has no assets.

The following table sets out certain pro forma financial information in respect of Stinger as at September 30, 2020, as if the Arrangement had been completed as of September 30, 2020, and should be read and considered in conjunction with the more complete information contained in (a) the American Creek Audited Carve-Out Financial Statements for the years ended December 31,2019 and 2018 attached hereto as Schedule "C"; and (b) the Carve-Out Financial Statements of American Creek for the interim period ended September 30,2020 attached hereto as Schedule "E".

	Nine Month Period Ended	Year Ended
	Seotember 30. 2020	December3l,2019
Balance Sheet Data
Assets:
Reclamation bonds	24.000	24,000
Propertv and eouipment	404,475	462.740
Exploration & evaluation assets	2.886.284	2,318,685
TotalAssets	3,314.759	2.805.425
Liabilities (contributions from American Creek)	3,575,057	2,962.550
Total lons term liabilities	Nit	Nit

	Nine Month Period Ended Nine Month Period Ended
	September 30.2020	September 30, 2019
lncome Statement Data
Net sales or total revenues	Nit	Nit
Total expenses	102.717	65.093
Loss sale of equipment	456
Net and comprehensive loss	103.173	65,093

Notes:

(1) Pursuant to the Plan ofArrangement, American Creek will transfer \$2,500,000 cash to Stinger as part ofthe Assets on the Effective Date.

Item 4: Corporate Structure

Stinger was incorporated under the BCBCA on September 22,2020. No material amendments have been made to Stinge/s articles or other constating documents since its incorporation.

Stinger's head and principal business address is located at#92 - 2nd Avenue West, Cardston, Alberta TOK 0K0. Stinger's registered address is located at Suite 1100 - 736 Granville Street, Vancouver, BC VOZ 1G3.

As of the date of this Listing Application, Stinger does not have any of its securities listed or quoted on any stock exchange. Following completion of the Arrangement, Stinger will be a reporting issuer in the provinces of British Columbia, Alberta, Saskatchewan and Ontario.

Stinger has no subsidiaries

Item 5: Description of the Business

Following completion of the Arrangement, Stinger will own the Dunwell, Gold Hill and D1 McBride properties, an optioned interest in the SilverSide, Ample Goldmax and Glitter King properties, 1,400,499 common shares of Tudor Gold Corp., an office (land and building) and related furniture and equipment, and certain vehicles and other exploration equipment.

Stinger intends to operate as a gold and silver exploration and development company, with its immediate efforts focused on advancing the Dunwell Property. The Dunwell Property is a gold-silver property located in the Skeena Mining Division in northwestern British Columbia, in the area known as British Columbia's Golden Triangle. See "Ihe Dunwell Propertf' below for further details.

General Development of the Business - Three Year History

Stinger was incorporated on September 22,2020, for the purpose of completing the Arrangement. Stinger has had no business operations to date. Prior to or concurrently with completion of the Arrangement, StingerwillcompletetheacquisitionoftheAssetsfromAmericanCreekinconsiderationof \$8,146,481 paid by the issuance of Stinger Spinout Shares.

The Dunwell Property

Stinger's principal property will be the Dunwell Property

The following Summary disclosure regarding the Dunwell Property is derived from the Technical Report. The Technical Report is incorporated by reference herein and is available under Stinger's profile on SEDAR.

Introduction

Stinger retained James A. McCrea, P. Geo., to provide to provide an independent review of the Dunwell Property in the Skeena Mining Division of British Columbia, Canada, in the area known as BC's Golden Triangle.

Mr. McCrea conducted a property examination, reviewed available exploration results, examined drill core and prepared the Technical Report. The Technical Report was prepared with information provided by Stinger in accordance with the formatting requirements of Nl 43-101 and Form 43-101F1 (Standards of Disclosure for Mineral Properties) to be a comprehensive review of the exploration activities on the Property, and, if warranted, to provide recommendations for future work.

Propefty Location and Description

The Dunwell Property consists of 18 mineral tenures and 45 Crown Granted Mineral Claims with a registered area of 1,766.98 ha. The registered areas do not allow for claim overlaps or Crown Grants with superposition. The actual footprint of the concession group is 1,453.39 ha.

American Creek acquired the Silvershot, Bear River/MM and Dunwell properties in 2016 then acquired the Glacier Creek Property in 2020 and amalgamated them into the present Dunwell Property. The Dunwelll Property covers some 20 historic prospects and of those 17 are listed in Minfile.

Stinger will hold a 100% undivided interest in the Dunwell Property following the completion of the Arrangement. The Dunwell claim block, comprised of 10 mineral tenures, is subject to a2% net smelter returns royalty, half of which (i.e., 1% net smelter returns royalty) can be purchased by Stinger at any time for a onetime payment of \$2,000,000. The 45 Crown Granted Mineral Claims are subject to a 0.5% net smelter returns royalty which can be purchased by Stinger at any time for a onetime payment of \$500,000.

Accessibility

Vehicular access to the Dunwell Property from Stewart, BC is easy for the northern claim block, proceed north on highway 37A and the mine access road is 4.42 km from the bridge on the Bear River. The 3.2 km mine access road allows access to the Level 4 portal (374.6 m elevation) and 60 m further to the old mine camp site. The southern claim block is accessible by helicopter from Stewart.

Highway access to Stewart and the Dunwell Property is via highways 16, 37 and 37A from Terrace, BC. Terrace has daily commercial airline service from Vancouver, BC or Calgary, AB.

History

The Dunwell Property covers some 20 historic prospects and of those nine are listed as past producer's where three of these have three or more developed levels. These mines were all operated in the 1920's and 30's and some up to the early 40's.

Dunwell Mine Area

The main development that occurred in the immediate area was the construction and operation of the Dunwell Mine. The Dunwell Mine was a significant gold and silver producer and between 1926 and 1937 a total of 45,657 tonnes were produced averaging 6.63 grams per tonne 9o1d,223.91 grams per tonne silver, 1.83 percent lead, 4.01 percent zinc and 0.056 percent copper.

There are four known adits associated with the historic Dunwell Mine workings. Three of those adits were located during the2017 exploration program and Level3 was found during the 2019 drill program

Portland Canal Mine Area

Exploration of the area started in 1906. The Gypsy, Little Joe, and Lucky Seven Crown-granted claims were located along the south slope of Glacier Creek about 4 miles north of Stewart. Portland Canal Mining Co. Ltd. acquired the originalclaims as wellas nine more in 1908. Two adits were driven and a third, No. 3 tunnel, was projected at elevation 2,400 feet as the main haulage way. After some feasibility studies, a 75ton concentrator and an aerial tram-line from the mill site to a load out at 650 m elevation were constructed in 1910. A short spur-line from the Portland Canal Short Line Railway was laid to the concentrator and the wagon-road to Stewart improved.

Up until October, 1911, the milltreated 7,000 tons of gold-silver-lead ore from which about 1,500 tons of concentrates was shipped. The ore apparently averaged 0.12to 0.3 ounce gold; 5 to 25 ounces silver per ton; 2.5 to 12 per cent lead, and minor variable zinc with an average value of \$12 per ton at that time. While operating, the Portland Canal mine deposited its tailings from the tunnel located on the east facing slopes to the lower-middle portion of the Glacier creek valley. That effectively created a water reservoir in the upper section of the valley. ln 1911, the resulting flood from Glacier creek destroyed the mine's mill located at Bear river and all further operation around that time were ceased (lssinski, 2016).

Regional and Local Geology

The Dunwell Property area is situated along the boundary between the lntermontane and Coast Tectonic physio-geological regions or belts, both of which extend in a northwest-southeast direction throughout British Columbia and into the Yukon and Washington State.

The Dunwell Property is underlain by three lithologic units. The Lower Jurassic Unuk River and Middle Jurassic Salmon River formations were intruded by the Tertiary Hyder Quartz Monzonite. Salmon River argillites and greywackes and other Hazelton Group rocks have been disturbed by the Portland Canal Fissure Zone. The fissure zone on the property is represented by a north trending shear zone and fold axis in the Salmon River argillites. West of the shear zone the argillites dip to the northwest and east of the shear zone they dip to the northeast. The Fissure Zone and related structures have not been well mapped in the area.

The Dunwell deposit consists primarily of three veins, the Sunbeam vein to the north, the Dunwell (# 23) vein in the middle and The George E. and the Portland Tunnels to the south, with a number of secondary veins. The veins are developed on a Riedel style shearing model and are adjacent to a major north striking, west dipping fault zone. The character of some of these veins resembles filled en echelon tension fractures and the large ones (# 23) more open space filling of large tension fractures or fissures. The veins in the Dunwell Mine are commonly situated along one or both sides of what appear to be parallel dacite dikes which can be as small as 20 cm and to over 1.5 meters wide. The dikes or the dike swarm were intruded into the shear zone and exploited the planes of weakness present at the time of the event and these planes of weakness were the same en echelon fractures as the mineralization. ln numerous occurrences, logged during the 2019 drill program, the dikes have filled fractures or blebs of sphalerite pyrite, and galena, as though the intrusion of the dike had remobilized the sulphides into the dike or as fracture fill.

^Mi n eral izati o n an d Alterati on

Mineralization consists of breccias or stringers of pyrite, galena, sphalerite and tetrahedrite with minor chalcopyrite, native silver, gold and argentite in a gangue of quartz and calcite. The breccias are open space filling within the shear zone.

Exploration and Drilling

Stinger has not undertaken any exploration or drilling to date on the Dunwell Property, recent exploration and drilling from previous operators are summarized here.

201 9 Exploration Proqram

!n Seplemberof201€, Amerioan Creel sentlaaled SLLlcpe GqqEqiences to conduc! an Atp[q ]P qqryey a! Dunwell. The survey consisted of 10 lP profiles and 13.5 line km of lP data was acquired using'dipole pole-dipole' configuration with a 50m station spacing. Over the Dunwell Mine project, at least thirty seven (37) anomalous zones are interpreted along ten (10) profiles as significant targets for follow up from surface to -300m+ depth. Out of thirty seven (37) anomalous zones, fifteen (15) are considered first priority, sixteen (16) second and six (6) are third priority targets. The interpreted chargeability anomalous zones were prioritized and assigned an lD according to the anomaly amplitude, size, possible profile to profile \ continuation and multi-parameter (Resistivity and Chargeability) association. The anomalous zones consist of strong to moderate chargeability and their association with conductive to resistive zones.

The 2019 drill program started in late July and the program consisted of 20 NQ diamond drill holes for a total of 3245.90 m of NQ drilling from two platforms. A skid mounted Bort Longyear 38 was used for the program and moved on to the platforms with a Caterpillar D6D. The initial objectives for the drill program were to confirm the results from Mountain Boy's 2010 drilling collared by the Level No. 4 portal. The secondary objective was to test the down dip extension of the Dunwell main vein below sub-level 4. Results are summarized in Tables 10.2ato 10.2f (refer to the Technical Report filed under Stinger's profile on sEDAR).

2020 Exploration Proqram

ln July of 2020, Genesis Aviation for American Creek engaged Axiom Group of Companies Ltd. ('Axiom'), based in Saskatoon, Saskatchewan, to design, manage and execute a survey to collect airborne L|DAR data, as well as a Triaxial Magnetic Survey over 2 areas of interest, located northeast of Stewart, British Columbia, Canada. The totalarea surveyed ('survey block') covers 21km2.

The objectives of the two geophysical surveys were to detect the presence of anomalous zones with the potential to host high-grade Au, Ag, Pb,Zn, +Cu in breccia zones and quartz breccia veins hosted in bedded argillite, siltstone and greywacke of the Middle Jurassic Salmon River Formation (Hazelton Group). The two surveys were also aimed to analyze the geophysical signature of the historical Dunwell Mine and help to identify potential extensions of the mineralized zones. 3D modeling of both Alpha lP and airborne magnetic data has enhanced the understanding of mineralized zones in the vicinity of Dunwell Mine and potential extensions to the north-east and south-west along the Dunwell Fault. The 3D modeling has also helped in delineating both vertical and lateral extents of potential mineralized zones in the area.

Conclusions

The Dunwell Property hosts some nine past producers from the 20 Minfile occurrences on the Dunwell Property with the largest being on Line 100. The proliferation of mineral occurrences on the Dunwell Property is the result of the Portland Canal Fissure Zone that transects it.

The drill program had started before the lP survey began so the initial objectives for the program were to confirm the results from Mountain Boy's 2010 drilling collared by the Level No.4 portal. The secondary objective was to test the down dip extension of the Dunwell main vein below sub-level 4 and the north extension of the zone as shown by the long north drift on Level 3. The last hole of the program tested ^a weak lP target on Line 500. The three drill locations were road/trail accessible.

The 2019 drill program could not duplicate results reported by Mountain Boy and the program showed that the Dunwell main zone mostly ends above Level No. 4. The holes drilled to test the down dip intersected quartz breccias with gold values but no sulphide veins. The holes to test for the northern extension of the Dunwell zone returned sulphide intercepts that could correspond to the lP anomaly seen on Line 600. Follow up drilling from surface was not possible with current equipment because of extreme terrane conditions in that area of the Dunwell Property.

The Alpha lP survey showed some 37 anomalies with the largest ones being on Lines 00 and 100, and accessible for drilling along the Dunwell Mine road.

ln July of 2020, Genesis Aviation for American Creek (the Client) engaged Axiom Group of Companies Ltd. ('Axiom'), based in Saskatoon, SK, to design, manage and execute a survey to collect airborne L|DAR data, as well as a Triaxial Magnetic Survey over 2 areas of interest, located in North-East of Stewart, British Columbia, Canada. The total area surveyed ('survey block') covers 21km2. The two surveys were flown separately by Axiom Exploration Group Ltd.

The helicopter-borne triaxial magnetic gradiometer survey was flown from August 20th to September 1Sth, 2020. The survey consisted of 438.47 line-kms with a traverse line spacing of 50m and tie line spacing of 500m. Results from the magnetic gradiometer survey are shown in Figure 9.7 (refer to the Technical Report filed under Stinger's profile on SEDAR).

The triaxial magnetic gradiometer survey was very successful in helping identify new targets not previously identified as well as in mapping structures that are known to be the controls for the polymetallic mineralization. Preliminary results illustrate that the mineralized structures present on the Glacier Creek claim block which are future exploration targets.

The L|DAR survey was flown from August 27 to September 7th, 2020, using an AStar Helicopter, provided by Access Helicopters, equipped with a Phoenix Ranger LR Long Range LiDAR system with high-accuracy GNSS and IMU units. The survey was flown at 12S-meter line spacing, at an elevation of 125 m. The DEM has excellent detail showing the lineaments of the Portland Canal Fissure zone. The Surface "Tin" of the DEM is shown in Figure 9.9 (refer to the Technical Report filed under Stinger's profile on SEDAR).

The objectives of the lP and magnetometer surveys were to detect the presence of anomalous zones with the potential to host high-grade Au, Ag, Pb, Zn, tCu in breccia zones and quartz breccia veins hosted in bedded argillite, siltstone and/or greywacke of the Middle Jurassic Salmon River Formation (Hazelton Group). The two surveys also aimed to analyze the geophysical signature of the historical Dunwell Mine and help to identify potential extensions of the mineralized zones. 3D modeling of both Alpha lP and airborne magnetic data has enhanced the understanding of mineralized zones in the vicinity of Dunwell Mine and potential extensions to the north-east and south-west along the Dunwell Fault. The 3D modeling has also helped in delineating both vertical and lateral extents of potential mineralized zones in the area.

Alone the Alpha lP survey was successful at identifying anomalous zones as significant drill targets to follow up on the Dunwell Mine property. Furthermore, the airborne magnetic and L|DAR data has helped significantly to map the known and previously unmapped faults and/or intrusive contacts in the area.

The lP anomalies were cross-checked against the existing drilling results, and the strong chargeable zones correlate very well with sulphide mineralization assays. The Alpha lP and magnetic data will help to guide future drilling campaigns at Dunwell Mine Project.

Recommendations

It is recommended that further work be conducted on the Dunwell Property. The recommended work program would include the following:

• 1) Drillgeophysical lP anomalies:
• t test first priority lP targets on lines 1700 and LB00
• t test first priority lP targets on line 1000, 100 and 1200 with platforms along the access road.

These southern targets could be drilled from the access road or just off of it and offer the potential for the discovery of new mineralization.

2) Drill geophysical/geochemical/structural anomalies on the Glacier Creek claims, Ben Bolt area.

Phase l- \$275.000

1,350 m of diamond drilling:	\$202,500
Four holes from two platforms of all in diamond
drillinq including moves, additives and core boxes
Geologists, core splitters and assistants:	\$25,000
30 davs on site
Down hole survey tool:	\$2,500
\$2,500 per month rental
Accommodation:	\$6,000
Hotelwith meals at the diamond drillers camp
Analyses and QA/QC:	\$8,000
Assavs and QA/QC materials, check assays
Truck Rental:	\$4,500
Truck rental includinq fuel
Miscellaneous:	\$1,500
Lumber, samples baqs, flaqqinq, etc.
Contingency:	\$25,000
-10o/o
Total:	\$275.000

Phase ll - \$1.610.950

The Phase ll program is not contingent on positive results from the Phase I program and following ^a thorough compilation and review by a qualified person the following Phase ll program is recommended.

7,500 m of diamond drilling: 20 holes from ten platforms of all in diamond drilling	\$1,050,000
includinq moves, additives and core boxes
Geologists, core splitters and assistants	\$95,000
120 davs on site
Down hole survey tool:	\$10,000
\$2,500 per month rental
Accommodation:	\$45,000
Existinq camp facilitv in Stewart, includinq cook
Analyses and QA/QC:	\$80,000
Assavs and QA/QC materials
Truck Rental:	\$30,000
Truck rental includinq fuel
Helicopter:	\$150,000
Drill support for the second phase of the proqram
Miscellaneous:	\$4,500
Lumber, samples baos. flaqqinq, etc.
Contingency	\$146,450
-10o/o
Total:	\$1,610,950

Other Properties

Upon completion of the Arrangement Stinger will also own a 100% interest in the Dl McBride property and the Gold Hill property, both of which are located in British Columbia.

Upon completion of the Arrangement Stinger will be assigned and will assume American Creek's optioned interest in the Silver Side, Glitter King and Ample Goldmax:

• (a) Silver Side Propertv: Pursuant to the terms of an option agreement relating to the Silver Side Property dated September 9, 2016, as amended and restated on September 22,2020, in order to acquire the property Stinger will be required to:
• on or before September 22,2021, pay the owners of the property \$30,000 and expend a minimum of \$35,000 in exploration work on the property; and (i)
• on or before September 22,2022, expend a further minimum of \$50,000 in exploration work on the property, (iD

after which time Stinger will have exercised its option in full and acquired the Silver Side Property, subject to a three (3%) percent net smelter returns royalty in favour of the owners, the full royalty of which may be purchased at any time by Stinger for \$500,000 per 1o/o royalty interest.

• (b) Glitter Kino Property: Pursuant to the terms of an option agreement relating to the Silver Side Property dated September 9, 2016, as amended and restated on September 22,2020, in order to acquire the property Stinger will be required to:
• (i) on or before September 22,2021, pay the owners of the property \$30,000 and expend ^a minimum of \$45,000 in exploration work on the property; and
• (ii) on or before September 22,2022, expend a further minimum of \$35,000 in exploration work on the property,

after which time Stinger will have exercised its option in full and acquired the Glitter King Property, subject to a three (3%) percent net smelter returns royalty in favour of the owners, the full royalty of which may be purchased at any time by Stinger for \$500,000 per 1% royalty interest.

• (c) Ample Goldmax Propertv: Pursuant to the terms of an option agreement relating to the Silver Side Property dated September 9, 2016, as amended and restated on September 22,2020, in order to acquire the property Stinger will be required to:
• (i) on or before September 22,2021, pay the owners of the property \$30,000 and expend ^a minimum of \$100,000 in exploration work on the property; and
• (ii) on or before September 22,2022, expend a further minimum of \$100,000 in exploration work on the property,

after which time Stinger will have exercised its option in full and acquired the Ample Goldmax Property, subject to: (A) a three (3%) percent net smelter returns royalty in favour of the owners, the full royalty of which may be purchased at any time by Stinger for \$500,000 per 1% royalty interest; an d(B) 25% of the net profits associated with any bulk sample that Stinger may extract and process from the property being payable to the current owners of the property

Item 6: Financings

Funds Available and Use of Proceeds

Upon completion of the Arrangement, Stinger will be transferred \$2,500,000 cash from American Creek

	Cash Transfer
Expenses Related to Listinq and Outstandinq Receivables:	\$35,000
Phase I exploration proqram on the Dunwell Propertytzl	\$275.000
Phase ll exoloration proqram on the Dunwell Propertv(2), at Stinqer's discretion	n/s(s)
Property expenditures required in 2021 to keep the Silver Side property option in	\$35,000
qood standinq(4)
Property expenditures required in 2021 to keep the Glitter King property option in	\$45,000
oood standino(a)
Property expenditures required in 2021 to keep the Ample Goldmax property option	\$100,000
in qood standinq(a)
Estimated general and administrative costs for the 12 month period subsequent to the	\$580,500
completion of the Arrangement(s)
Unallocated workinq capital	\$1,429,500
Total	\$2.500.000

Stinger intends to use the funds available for the following purposes:

Notes:

(1) Expenses related to TSXV listing fees, legal fees, transfer agent fees and other miscellaneous costs related to Stinger's listing on the TSXV, together with other outstanding receivables.

See "/fem 5 - Description of the Business - Ihe Dunwell Prope,rfy'' in this Listing Application for further details. (2)

Provided funds are available, at Stinger's discretion it may complete a portion (i.e., less than 20 holes) of the Phase ll exploration program on the Dunwell Property. (3)

See "/lem 5 - Description of the Business -Other Properfles" in this Listing Application for further details. (4)

lncludes: advertising and promotion (\$35,100); consulting fees/employee salaries (\$a33,600); legal, accounting & audit fees (\$35,000); insurance (D&O and general) (\$17,000); telephone and fax and utilities (\$3,SOO;; travel, lodging and meals (\$7,500); corporate filing fees and transfer agent (\$7,500); and sundry and miscellaneous costs (\$41,300). (5)

Any proceeds received from the Contingent Cash Payment or upon exercise of outstanding American Creek Warrants or Stinger Options will be added to Stinger's working capital.

As at the date of this Listing Application there are 40,939,889 American Creek Warrants outstanding, all of which are in-the-money. After closing of the Arrangement, all outstanding American Creek Warrants will be exercisable for one New American Creek Share and 01 1324 of a Stinger Share. A portion of the exercise price paid for the Warrants will be allocated and paid to American Creek with the balance being allocated

and paid to Stinger. The proportionate allocations will be determined based on the value of each company's shares as determined by their 10 day VWAP (value weighted average price) post-Stinger listing. The Contingent Cash Payment that will be payable from American Creek to Stinger under the Arrangement will be comprised of B0% of the portion of the exercise price of the American Creek Warrants allocated to American Creek.

It is anticipated that Stinger's working capital available to fund ongoing operations will be sufficient to meet its administration costs for at least 12 months.

Stinger intends to spend the funds available to it upon completion of the Arrangement to further its stated business objectives. There may be circumstances, however, where for sound business reasons, ^a reallocation of funds may be necessary in order for Stinger to achieve such stated business objectives. Accordingly, Stinger cannot specify with certainty all of the particular uses for the funds available on completion of the Arrangement, and the amounts it actually spends could vary from the amounts set forth above. The amounts actually allocated and spent will depend upon a number of factors, including the Stinger's ability to execute its business strategy, prevailing industry and market conditions and the results of exploration programs. For further details, see ltem 21 -"Risk Factors" below. As well, from time to time Stinger expects to evaluate and execute, as appropriate, potential acquisitions of properties or strategic relationships. Accordingly, management will retain broad discretion to allocate the company's funds.

Business Objectives and Milestones

Stinger's business plan will be further developed by its management team following the completion of the Arrangement, at which time it will have estimated working capital of approximately \$2,500,000, and no long term debt.

The following are the proposed business objectives, milestones for achieving those objectives and the estimated costs and target dates associated with those objectives for Stinger as of the date hereof:

Business Objective	Milestones Required to Achieve Business Obiectives	Target Date for Achievement of Milestones	Estimated Costs (\$)
Complete Phase I of the of the work program on the Dunwell Property recommended in the Technical Repo6(t)	Complete the Arrangement	Sep 30, 2021	\$275,000
Complete 2021 work expenditure requirements under one or all of the Silver Side Property, Glitter King Property and Ample Goldmax Property option agreements, if merited(2)	Complete the Arrangement and assignment of the option agreements, determination by the Board to proceed with each of the property option payments and, in the case of the Ample Goldmax Property, confirmation the current owners have title to the	Sep 22,2021	\$35,000 as to Silver Side \$45,000 as to Glitter King \$100,000 as to Ample Goldmax
Complete all or a portion of Phase ll of the of the work program on the Dunwell Property recommended in the Technical Reporf(t)	underlvinq mineral claims Sufficient funds available	Nov 30, 2022(2t	Up to \$1,610,950

See "/fem 5 - Description of the Business - The Dunwell Propeftl' above. (1)

See "/tem 5 - Description of the Business - Other Properties" above. (2)

Assuming sufficient funds are available (refer to "Funds Available and Use of Proceeds" above). (3)

Unallocated Funds in Trust or Escrow

Pending their use, the net funds available to Stinger upon completion of the Arrangement, together with any proceeds received from the Contingent Cash Payment or upon the exercise of outstanding American Creek Warrants or Stinger Options, will be maintained in bank accounts or invested in short-term, interestbearing, investment-grade securities.

Item 7: Dividends and Other Distributions

Subject to restrictions in the BCBCA relating to solvency, there will be no restriction in Stinge/s articles or elsewhere which would prevent Stinger from paying dividends subsequent to the completion of the Arrangement. lt is not contemplated that any dividends will be paid on the Stinger Shares in the immediate future following the completion of the Arrangement, as it is anticipated that all available funds will be invested to finance the growth of the company's business. The directors of Stinger 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 Stinger's financial position at the relevant time.

Item 8: Manag ement's Discussion and Analysis

Management Discussion and Analysis

The following management discussion and analysis are attached to this Listing Application:

• MD&A of Stinger from incorporation to November 30, 2020, attached hereto as Schedule "B"; 1
• Carve-Out MD&A of American Creek for the fiscal year ended December 31, 2019, attached hereto as Schedule "D"; and 2.
• Carve-Out MD&A of American Creek for the interim nine month period ended September 30,2020, attached hereto as Schedule "F". 3

The above-noted MD&A should be read in conjunction with the Stinger Audited Financial Statements from incorporation to November 30,2020, attached hereto as Schedule "A", the American Creek Audited Carve-Out Financial Statements for the years ended December 31,2019 and 2018, attached hereto as Schedule "C", and the American Creek Audited Carve-Out Financial Statements for the nine month period ended September 30,2020, attached hereto as Schedule "E".

Trends

As a junior resource issuer, Stinger will be highly subject to the cycles of the resource sector and the financial markets as they relate to junior companies. Stinger's financial performance is and will be dependent upon many external factors. Both prices and markets for metals are volatile, difficult to predict and subject to changes in domestic and international, political, social and economic environments. Circumstances and events beyond its control could materially affect Stinge/s financial performance. Apart from this risk, and the risk factors noted under "ltem 21- Rlsk Factors" below, management of Stinger is not aware of any other trends, commitments, events or uncertainties that are reasonably expected to have a material effect on Stinger's business, financial condition or results of operations as at the date of this Listing Application.

Item 9: Disclosure of Outstanding Secu rity Data on Fully Diluted Basis

The following table and the notes thereto set forth the share capital of Stinger as of the Effective Date.

Date(1)
45,000,389

(1) This figure is unaudited and assumes completion of Arrangement.

Stinger Warrants

Under the Arrangement, each American Creek Warrant will be exercisable for:

• (a) one New American Creek Share for each American Creek Share that was issuable upon due exercise of the American Creek Warrant immediately prior to the Effective Time; and
• (b) 0.11324 of a Stinger Share for each American Creek Share that was issuable upon due exercise of the American Creek Warrant immediately prior to the Effective Time.

This effectively translates to the following Stinger warrants outstanding as of the Effective Date:

Number of Stinqer Warrants	Exercise Price	Expirv Date
210.739	(1)	March 27 ,2021
417,855	(1)	Auqust 1.2021
2.264,800	(1)	Auqust 8,2021
1,742,636	(1)	Seotember 6.2021
Total: 4.636.030

Notes:

(1) The exercise price calculated in accordance with the Arrangement Agreement will be based on 10 day value weighted average prices (M|/AP) of the New American Creek Shares and the Stinger Shares for the first 10 trading days after listing of the Stinger Shares.

Stinger Options

Pursuant to the Arrangement, as of the Etfective Date, Stinger will have granted Stinger Options, each exercisable for one Stinger Share, having the following terms:

Number of Stinqer Ootions	Exercise Price	Expiry P61s(t)
328,396	Q\	March 20.2022
402.002	(2\	March 9,2025
54,354	(2\	April23,2025
849.300	Q)	March 2.2026
324,998	e\	Mav 19,2026
215,156	Q\	November 2,2026
124.564	(2\	Mav 29.2027
56,620	e\	Julv 18.2027
79.268	(2\	Julv 27,2027
67.944	e\	February 5,2028
260,452	Q\	Januarv 18.2029
328,396	Q\	Auqust 19,2029
317,072	Q\	Seotember 5.2029
101,915	(2)	Mav 24.2030
271,776	Q\	Aus27,2030
Total: 3.782.213

(1) Subject to the terms of the Stinger Stock Option Plan. (2) The exercise price calculated in accordance with the Arrangement Agreement will be based on 10 day value weighted average prices (VWAP) of the New American Creek Shares and the Stinger Shares for the first 10 trading days after listing of the Stinger Shares, subject to a minimum \$0.O5/share price in compliance with TSXV policies.

Any options issued to persons that are not eligible optionees under the Stinger Stock Option Plan on the Effective Date will terminate 90 days after the Effective Date in accordance with the terms of the Stinger Stock Option Plan.

Item 10: Description of Securities to be Listed

The authorized share capital of Stinger consists of an unlimited number of Stinger Shares. On completion of the Arrangement, it is anticipated that there will be approximately 45,000,389 Stinger Shares outstanding.

All of the issued and outstanding Stinger Shares, when issued, will have been fully paid for and none will be subject to any future call or assessment. Holders of Stinger Shares are entitled to receive notice of, and to attend and vote at, all meetings of the shareholders of Stinger and to receive all notices and other documents required to be sent to shareholders in accordance with Stinger's articles and corporate law. On a poll, every shareholder has one vote for each Stinger Share. The holders of Stinger Shares are entitled to dividends if, as and when declared by the Stinger Board and, upon the liquidation, dissolution or windingup of Stinger's affairs or other distribution of its assets for the purpose of winding-up its affairs, to receive, on a pro rafa basis, all of the remaining assets of Stinger. The Stinger Shares do not carry any preemptive, subscription, redemption or conversion rights, nor do they contain any sinking fund or purchase fund provisions.

Item { 1: Consolidated Capitalization

Stinger has not completed a financial year. There have not been any material changes in the share and loan capital of Stinger since its date of incorporation other than the proposed issuance of the Stinger Spinout Shares to American Creek on the Effective Date pursuant to the Arrangement.

Item 12: Stock Option Plan

The Stinger Board has adopted the Stinger Stock Option Plan, subject to approval of the TSXV. American Creek Shareholder approval of the Stinger Stock Option Plan was obtained at the Meeting. The purpose of the Stinger Stock Option Plan is to allow Stinger to grant options to eligible optionees (i.e., directors, officers, employees and consultants) as permitted under TSXV policies as an opportunity for such optionees to participate in the success of Stinger by aligning their interests with those of the Stinger Shareholders.

The following is a summary of the substantive terms of the Stinger Stock Option Plan:

• The Stinger Stock Option Plan is a" rolling" 10% stock option plan. lt is administered by the Stinger Board who has the full authority and sole discretion to grant options under the Stinger Stock Option Plan to any eligible recipient, including themselves. Eligible recipients include: directors, officers, employees and consultants of (including the personal holding companies of such individuals), or employees of management companies providing services to, Stinger or its affiliates. 0
• The aggregate number of optioned Stinger Shares that may be issued upon the exercise of stock options granted under the Stinger Stock Option Plan may not exceed 10o/o of the number of issued and outstanding Stinger Shares at the time of granting of options. t
• No more than 5% of the Stinger Shares outstanding at the time of grant may be reserved for issuance to any one person (including a company wholly-owned by that person) in any 12 month period, unless Stinger has received disinterested shareholder approval to exceed such limit. 0

• No more than 2% of the Stinger Shares outstanding at the time of grant may be reserved for issuance to any one consultant of Stinger in any 12 month period. 0

• 0 No more than an aggregate of 2% of the Stinger Shares outstanding at the time of grant may be reserved for issuance to all persons employed or engaged to provide investor relations activities in any 12 month period.

• Vesting of options is at the discretion of the Stinger Board, except that options issued to consultants performing investor relations activities must vest in stages over 12 months with no more than % of the options vesting in any 3 month period. 0
• The exercise price of a stock option will be fixed by the Stinger Board; however, the minimum exercise price of a stock option cannot be less than the minimum price permitted under TSXV policies at the date of grant. t
• Options may have a maximum exercise period of ten (10) years. 0
• Options are non-assignable and non-transferable. I
• Options that have not been exercised by an optionee will cease to be exercisable and will expire upon the earlier of: t
• r the termination of employment, the termination of services or the services agreement in respect of a consultant, or removal of the optionee as a director or officer of Stinger or its affiliates for cause;
• ninety (90) days after the termination of employment, the termination of services or the services agreement in respect of a consultant (except in the case of a consultant providing investor relations services, in which case, the options cease to be exercisable thirty (30) days after the termination of such service), or an optionee ceasing to be an officer or director for reasons other than termination or removal for cause, unless the optionee remains eligible to receive options under the Stinger Stock Option Plan; a
• the first anniversary of the death of the optionee; and a
• the tenth (10th) anniversary of the date on which the option was granted, t

or such earlier date as the Stinger Board may deem appropriate in its sole discretion at the time the option was granted.

Upon completion of the Arrangement, Stinger will have approximately 3,782,213 Stinger Options outstanding, held by American Creek Optionholders, which were issued pursuant to the Plan of Arrangement. These Stinger Options will be issued pursuant to and will be subject to the terms of the Stinger Stock Option Plan and the rules and policies of the TSXV.

As the date hereof, there is no current market for the Stinger Shares. As such, the market value of the Stinger Shares underlying the Stinger Options has not been determined.

Item 13: Prior Sales

Stinger has not issued any shares except one incorporation Stinger Share to American Creek on September22,2020 in consideration of \$0.01. This share will be cancelled upon closing of the Arrangement. On the Effective Date in conjunction with the Arrangement, Stinger intends to issue the Stinger Spinout Shares to American Creek to complete the acquisition of the Assets.

Item 14: Escrowed Securities and Securities Subject to Restriction on Transfer

No Stinger Shares will be escrowed or subject to resale restrictions as of the Effective Date

Item 15: Princip al Securityholders

To the knowledge of the directors and executive officers of Stinger, and based on existing information as of the date hereof, there are no persons who, upon completion of the Arrangement will, beneficially own, directly or indirectly, or exercise control or direction over more than 10% of the voting rights attached to all outstanding Stinger Shares as at the Effective Date.

Item 16: Directors and Executive Officers

The following table sets out the names of the directors and executive officers of Stinger, all offices in Stinger each now holds, each person's current principal occupation, business or employment, the period of time during which each has been a director of Stinger and the number of Stinger Shares beneficially owned by each, directly or indirectly, or over which each exercised control or direction, as of the Effective Date, after completion of the Arrangement.

Each director will hold office until the close of the next annual general meeting of the Stinger shareholders or until his successor is duly elected or appointed, unless he resigns or his office is earlier vacated.

Name, Province or State and Country of Residence and Position Held	Principal Occupation for the Past Five (5) Years	Director of Stinqer Since	Number of Stinger Shares Beneficially Owned or Gontrolled(1)
DARREN BLANEY(2) Alberta, Canada President, CEO & Director	President & CEO of American Creek; and CFO of Affinity Metals Corp. (TSXV:AFF) (since Januarv 2017)	Sep 22,2020	281,185
ROBERT EDWARDS Alberta, Canada CFO, Secretary & Director	CFO of American Creek; and President & CEO of Affinity Metals Corp. (TSXV:AFF) (since January 2017\	Sep 22,2020	222,989
DENNIS EDWARDS(2) Alberta, Canada Director	Chartered Accountant	Jan 15,2021	11,380
SEAN POWNALL British Columbia, Canada Director	Owner of More Core Diamond Drilling Ltd.; and Director of Association for Mineral Exploration - British Columbia	Jan 15,2021	360,775(3)
JEREMY GtBB(2) Lethbridge County, Canada Director	Owner of Western Trade Winds Ltd.	Jan 15,2021	16,986

Notes:

(1) This information has been furnished by the respective directors.

(2',) Denotes member of Audit Committee.

(3) These Stinger Shares will be held by More Core Diamond Drilling Services Ltd., a private company controlled by Mr Pownall.

Upon completion of the Arrangement, the number of Stinger Shares beneficially owned, directly or indirectly, or over which control or direction will be exercised, by the proposed directors and executive officers of Stinger, will be an aggregate of 893,315 StingerShares (plus an additional 2,908,001 Stinger Shares issuable on exercise of Stinger Options after completion of the Arrangement), representing approximately 2% of the issued Stinger Shares on a non-diluted basis assuming approximately 45,000,389 Stinger Shares are outstanding after completion of the Arrangement (or 7.1oh on a fully diluted basis).

Corporate Gease Trade Orders or Bankruptcies

• (a) To the knowledge of Stinger, no director or executive officer of Stinger is, as at the date of this Listing Application, or has been, within 10 years before the date of this Listing Application, a director, chief executive officer or chief financial officer of any company (including Stinger) that:
• (i) was subject to an order that was issued while the proposed director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer; or
• ( ii) was subject to an order that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

For the purposes of this section (a), "order" means a cease trade order, an order similar to a cease trade order, or an order that denied the relevant company access to any exemption under securities legislation.

• (b) To the knowledge of Stinger, no director or executive officer of Stinger or shareholder anticipated to hold a sufficient number of securities of Stinger to affect materially the control of Stinger after completion of the Arrangement:
• (i) is, as at the date of this Listing Application, or has been, within 10 years before the date of this Listing Application, a director or chief executive officer of any company (including Stinger) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or
• ( ii) has, within the 10 years before the date of this Listing Application, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or shareholder.

Penalties and Sanctions

To the knowledge of Stinger, no director or executive officer of Stinger or shareholder anticipated to hold a sufficient number of securities of Stinger to affect materially the control of Stinger after completion of the Arrangement:

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

Conflicts of lnterest

There are potential conflicts of interest to which some of the directors, officers, insiders and promoters of Stinger will be subject in connection with the operations of Stinger. Some of the directors, officers, insiders and promoters are engaged in and will continue to be engaged in corporations or businesses which may be in competition with Stinger's business. Accordingly, situations may arise where some or all of the directors, officers, insiders and promoters will be in direct competition with Stinger. Conflicts, if any, will be subject to the procedures and remedies as provided under the BCBCA.

Management (Directors & Executive Officers of Stinger)

The following is a brief description of Stinger's management. lt is expected that each member of Stinger's management team will devote the time necessary to perform the work required in connection with the management of Stinger.

Darren Blaney (Age 53 years) - President & CEO and Director

Mr. Darren Blaney co-founded American Creek in2004 and served as its Chief Operating Officerfor ¹⁰ years prior to being appointed to his current position as President and CEO. Mr. Blaney has over 20 years business and investment experience which includes mineral exploration investment, real estate investment, marketing and sales, environmental consulting to both government and non-government organizations, business consulting and executive corporate management. Mr. Blaney has also been the CFO of Affinity Metals Corp., a junior resource company trading on the TSXV, since January 2017.

Mr. Blaney has a verbal arrangement with Stinger to serve as its President & CEO. lt is expected that after completion of the Arrangement, Mr. Blaney will commit 50% of his time to Stinger's business. He has not executed a non-competition or non-disclosure agreement with Stinger.

Robert Edwards (Age 46 years) - CFO & Corporate Secretary and Director

Mr. Robert Edwards assisted in founding American Creek in2004 and became Vice President of Finance and Corporate Secretary in 2007 and has served as the Company's CFO since 2009. Mr. Edwards has also been employed in the public accounting field, holding positions in international and local firms in the areas of business consulting, assurance, and tax. He has over 13 years of experience as an officer in a publically traded company, has also owned businesses operating in land development, health care and logistics, and retail sales. Mr. Edwards has also been the CEO and President of Affinity Metals Corp., a junior resource company trading on the TSXV, since January 2017. Mr. Edwards obtained a Bachelor of Management degree from the University of Lethbridge and is a member of the Chartered Professional Accountants of Alberta.

Mr. Edwards has a verbal arrangement with Stinger to serve as its CFO. lt is expected that after completion of the Arrangement, Mr. Edwards will commit 50% of his time to Stinger's business. He has not executed a non-competition or non-disclosure agreement with Stinger.

Dennis Edwards (Age 42 years) - Director

Mr. Dennis Edwards attended Lethbridge Community College and the University of Lethbridge where he earned his BA in Agricultural Economics. He then attended the Chartered Accountant School of Business where he earned his Chartered Accountant designation and has been employed as a chartered accountant for over 10 years. Mr. Edwards is currently a partner in a private accounting firm. He is a member of the C ha rtered P rofession a I Accou ntants of Al berta.

It is expected that after completion of the Arrangement, Mr. Edwards will devote such time as is required in connection with his duties as a director of the company. Management of Stinger does not anticipate that Mr. Edwards will enter into a non-competition or non-disclosure agreement with Stinger.

Sean Pownall (Age 52 years) - Director

Mr. Sean Pownall has been involved in the mineral exploration industry for over 30 years, starting at an early age working with family on mining projects in the Yukon and British Columbia. Mr. Pownall has worked as a diamond driller on numerous mineral projects in Canada and the U.S. ranging from grassroots exploration to full production mining. He is currently the owner of More Core Diamond Drilling Ltd., a company based in Stewart, British Columbia. This company was founded in 2006 and provides diamond core drilling and geotechnical drilling services to mineral and liquid natural gas companies throughout Canada and the U.S. Mr. Pownall also served as a Director of the Association of Mineral Exploration British Columbia (AME BC) for one year from January 2015 - January 2016.

It is expected that after completion of the Arrangement, Mr. Pownall will devote such time as is required in connection with his duties as a director of the company. Management of Stinger does not anticipate that Mr. Pownall will enter into a non-competition or non-disclosure agreement with Stinger.

Jeremy Gibb (Age 44 years) - Director

Mr. Gibb is a businessman that has been involved in the transportation and logistics industry for over 27 years. He is currently the co-owner of Western Trade Winds Ltd., a company based in Lethbridge County, Alberta. This company has been in operation for over 20 years becoming one of the largest providers within its sector. Mr. Gibb has a strong background in agriculture and also holds Associate Degrees in Paramedicine and in Arts and Sciences.

Other Reporting lssuer Experience

The following table sets out the directors and executive officers of Stinger that are, or have been within the last five (5) years, directors, officers or promoters of other reporting issuers:

Name of Director, Officer or Promoter	Name and Jurisdiction of Reportinq lssuer	Name of Trading Market	Position	Term (From - To)
Darren Blaney (President, CEO & Directof	American Creek Resources Ltd.	TSXV	CEO, President & Director	Feb 12,2004 - present
	Affinitv Metals Corp.	TSXV	CFO & Director	Jan 4, 2017 - present
Robert Edwards (CFO & Director)	American Creek Resources Ltd.	TSXV	cFo & Director	2007 - present Dec 31 ,2015 - present
	Affinity Metals Corp.	TSXV	President, CEO & Director	Jan 4, 2017 - present
Dennis Edwards (Director)	American Creek Resources Ltd.	TSXV	Director	Dec 31 ,2015 - present
	Affinity Metals Corp	TSXV		Oct27,2017 - present
Sean Pownall (Director)	American Creek Resources Ltd.	TSXV	Director	Dec 31 ,2015 - present
	Affinity Metals Corp	TSXV	Director	Jan4,2017 - present
	Tudor Gold Corp.	TSXV		Dec 19,2018- present

Compensation Discussion and Analysis

Stinger was incorporated on September 22,2020 and, accordingly, has not yet completed a financial year and has not yet developed a compensation program. Stinger anticipates that it will adopt a compensation program that reflects its stage of development, the main elements of which are expected to be comprised of base salary, option-based awards and annual cash incentives.

No compensation has been paid to date to any Named Executive Officers or non-NEO directors. Except as set out below, Stinger has no compensatory plan or other arrangements in respect of compensation received or that may be received by its Chief Executive Officer or its Chief Financial Officer in its current financial year.

Stinger does not currently have any compensation policies or mechanisms in place. Following the completion of the Arrangernerrt, Stirrger expects that its independent directors will oversee the compensation mechanisms to be adopted and implemented by the Stinger Board. The independent directors each have direct experience that is relevant to being able to determine executive compensation for Stinger. lt is expected that the independent directors will consider implications of the risks associated with Stinger's compensation practices and policies as part of its oversight and stewardship of the company's affairs, and that they will consider previous grants of options when making new grants. lt is further expected that on an annual basis, the independent directors will review the compensation of the Named Executive Officers to ensure that each is being compensated in accordance with the objectives of Stinger's compensation program.

Stinger will be a junior TSXV-listed resource company focused on its principal gold-silver properties located in British Columbia. Stinger is not expected to have revenues from operations during the 12 months following listing on the TSXV or for the foreseeable future and thus it is expected to operate with limited financial resources. As a result, the independent directors of Stinger will have to consider not only Stinge/s financial situation at the time of the determination of executive compensation, but also the estimated financial situation of Stinger in the mid and long term. As Stinger grows its business, it is expected that the general objectives of Stinger's compensation strategy will be to (a) compensate management in a manner that encourages and rewards a high level of performance and outstanding results with a view to increasing longterm shareholder value; (b) align management's interests with the long-term interests of shareholders, (c) provide a compensation package that enables Stinger to attract and retain talent; and (d) ensure that the total compensation package is designed in a manner that takes into account the financial constraints that Stinger is under. ln considering the compensation of its NEOs, it is anticipated that the independent directors of Stinger will consider how Stinger can best balance the interests of the company and provide competitive compensation to attract and retain officers who will contribute to the success of Stinger, while mindful of the financial constraints of Stinger. lt is expected that the independent directors will take into account the types of compensation and the amounts paid to directors and officers of comparable publicly traded Canadian companies. All consulting or other compensation arrangements between Stinger and its NEOs, if any, will be considered and approved by the independent members of the Stinger Board.

It is anticipated that Stinge/s compensation policies will initially be comprised of three components; namely, base salary, equity compensation in the form of stock options, and discretionary performance-based bonuses. ln addition, NEOs will be entitled to participate in any benefits program that may be implemented by Stinger. Salary is necessary to attract and retain the talent necessary for the success of Stinge/s business and is intended to remunerate the Named Executive Officer for discharging his job responsibilities. Base salaries are used as a measure to compare to, and remain competitive with, compensation offered by competitors and as the base to determine other elements of compensation and benefits. The grant of options to an NEO helps to align the incentives of management with the achievement of Stinger's business objectives and the creation of shareholder value. Discretionary performance-based bonuses will be considered from time to time for the purpose of paying and rewarding the NEO for meeting objectives previously established by the Stinger Board or for otherwise achieving exceptional performance. lt is not expected that other benefits will form a significant part of the remuneration package of any of the Named Executive Officers of Stinger in the foreseeable future.

The Stinger Board has adopted the Stinger Stock Option Plan, which plan is also subject to approval by the TSXV. American Creek Shareholder approval of the Stinger Stock Option Plan was obtained at the

Meeting. The Stinger Stock Option Plan will allow the Stinger Board, from time to time and in its discretion, to grant incentive stock options to Stinger's officers, directors, employees and other consultants. The purpose of granting such options would be to assist Stinger in compensating, attracting, retaining and motivating the optionees and to closely align the personal interests of such persons to that of the shareholders of Stinger. See "/fem 12 - Stock Option Plan" above for a summary of the terms of the Stinger Stock Option Plan.

Option-Based Awards

The purpose of the Stinger Stock Option Plan is to allow Stinger to grant options to directors, officers, employees and consultants, as additional compensation, and as an opportunity to participate in the success of Stinger. The granting of such options is intended to align the interests of such persons with that of the shareholders. The Stinger Stock Option Plan will be used to provide stock options which will be awarded based on the recommendations of the directors of Stinger, taking into account the level of responsibility of such person, as well as his or her past impact on or contribution to, and/or his or her ability in future to have an impact on or to contribute to the longer term performance of Stinger. ln determining the number of options to be granted, the Stinger Board will take into account the number of options, if any, previously granted, and the exercise price of any outstanding options to ensure that such grants are in accordance with the policies of the TSXV and to closely align the interests of such person with the interests of shareholders. The Stinger Board will determine the vesting provisions of all stock option grants on a caseby-case basis. See " ltem 12 - Sfock Option Plan" above for a summary of the terms of the Stinger Stock Option Plan.

Incentive Plan Awards

Stinger 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 its Named Executive Officers. Other than the Stinger Options that the NEOs will receive on completion of the Arrangement, Stinger has made no option-based or share-based awards to any of its Named Executive Officers.

Pension Plan Benefits

Stinger does not have a pension plan that provides for payments or benefits to the Named Executive Officers at, following, or in connection with retirement.

Termination of Employment, Change in Responsibilities and Employment Contracts

Stinger has no employment contracts between it and either of its NEOs. Following completion of the Arrangement, Stinger anticipates that it will pay \$15,000 per month to the Chief Executive Officer and \$11,250 per month to the Chief Financial Officer. Further, it has no contract, agreement, plan or arrangement that provides for payments to a Named Executive Otficer following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change of control of Stinger or its subsidiaries, if any, or a change in responsibilities of a Named Executive Officer following a change of control. Stinger will consider entering into contracts with its NEOs following completion of the Arrangement.

Defined Benefit or Actuarial Plan Disclosure

Stinger has no defined benefit or actuarial plans.

Director Compensation

Stinger currently has no arrangements, standard or otherwise, pursuant to which directors are compensated by Stinger for their services in their capacity as directors or for services as a consultant or expert since its incorporation on September 22,2020, and up to and including the date of this Listing Application.

Upon completion of the Arrangement, Stinger may adopt a compensation program for directors. The objectives of such a director compensation program will be to attract, retain and inspire performance of members of the Stinger Board of a quality and nature that will enhance Stinger's growth. lf a formal compensation program is adopted, it is expected that such compensation will be intended to provide non-NEO directors an appropriate level of remuneration considering their experience as well as responsibilities and time requirements spent on the company's business. The philosophy, and market comparisons and review with respect to director compensation is expected to be the same as for the executive compensation programs to be implemented by Stinger.

It is anticipated that directors will be reimbursed for actual expenses reasonably incurred in connection with the performance of their duties as directors of Stinger.

No stock options have been granted by Stinger since the date of its incorporation on September 22,2020, and Stinger does not have a share-based awards program.

See "/fem 9 - Disclosure of Outstanding Security Data on a Fully Diluted Basr.s" above for details of the Stinger Options to be issued to American Creek Optionholders pursuant to the Arrangement and "ltem 12 - Sfock Option Plan" for a summary of the terms of the Stinger Stock Option Plan.

Aggregate Options Exercised and Option Values

No stock options have been granted by Stinger or exercised since the date of its incorporation on September 22,2020.

Item 18: lndebtedness of Directors and Executive Officers

No director or executive officer of Stinger has any indebtedness outstanding as at the date of this Listing Application to Stinger or another entity where the indebtedness is subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by Stinger.

Item 19: Audit Gommittees and Corporate Governance

Audit Committee

Nl 52-1 10 requires the Audit Committee to meet certain requirements. lnformation regarding Stinger's Audit Committee is set out below.

Overview

The Audit Committee's mandate includes reviewing: (a) the financial statements, reports and other financially-based information provided to shareholders, regulators and others; (b) the internal controls that management and the Stinger Board have established; and (c) the audit, accounting and financial reporting processes generally. ln meeting these responsibilities, the Stinger Audit Committee monitors the financial reporting process and internal control system; reviews and appraises the work of the external auditors; and provides an open avenue of communication between the external auditors, senior management and the Stinger Board.

The Audit Committee Charter

The Stinger Board has adopted an Audit Committee Charter which sets out the Audit Committee's mandate, organization, powers and responsibilities. A copy of the Audit Committee Charter is attached as Schedule "G" to this Listing Statement.

Composition of the Audit Committee

Stinger's Audit Committee is comprised of three directors consisting of Dennis Edwards, Darren Blaney and Jeremy Gibb. The following table sets out the names of the members of the Audit Committee and whether they are 'independent' and 'financially literate' for the purposes of Nl 52-1 10.

Name of Member	lndependent(1)	Financially Literate(2)
Dennis Edwards	Yes	Yes
Jeremv Gibb	Yes	Yes
Darren Blaney	No	Yes

Notes:

(1) To be independent, a member of the Audit Committee must not have any direct or indirect 'material relationship' with Stinger. A material relationship is a relationship which could, in the view of the Stinger Board, reasonably interfere with the exercise of a member's independent judgment. Accordingly, an executive officer of Stinger is not independent, nor is a director that is paid consulting fees for non-director services provided to Stinger.

To be considered financially literate, a member of the Audit Committee must have the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by Stingefs financial statements. (2)

Relevant Education and Experience

The education and experience of each member of the Audit Committee that is relevant to the performance of his responsibilities as an Audit Committee member and, in particular, any education or experience that would provide the memberwith:

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

Member	Education/Experience
Dennis Edwards	Mr. Edwards attended Lethbridge Community College and the University of Lethbridge where he earned his BA in Agricultural Economics. He then attended the Chartered Accountant School of Business where he earned his Chartered Accountant designation and has been employed as a chartered accountant for over 10 years. Mr. Edwards is currently a partner in a private accounting firm. He is a member of the Chartered Professional Accou ntants of Alberta.
Jeremy Gibb	Mr. Gibb is a businessman that has been involved in the transportation and logistics industry for over 27 years. He is currently the co-owner of Western Trade Winds Ltd., a company based in Lethbridge County, Alberta. This company has been in operation for over 20 years becoming one of the largest providers within its sector. Mr. Gibb has a strong background in agriculture and also holds Associate Degrees in Paramedicine and in Arts and Sciences

Darren Blaney	Mr. Blaney co-founded American Creek in2004 and served as its Chief Operating Officer
	for 10 years prior to being appointed to his current position as President and CEO. Mr.
	Blaney has over 20 years business and investment experience which includes mineral
	exploration investment, real estate investment, marketing and sales, environmental
	consulting to both government and non-government organizations, business consulting
	and executive corporate manaqement.

Audit Committee Oversight

Since the commencement of Stinger's most recent financial year, there has not been a recommendation of the Audit Committee to nominate or compensate an external auditor which was not adopted by the Stinger Board.

Reliance on Exemptions in NI 52-110 - Audit Committee Composition & Reporting Obligations

Since Stinger is deemed a"venture rssue/'underTSXV policies (as such term is defined in Nl 52-110), it is relying on the exemption contained in section 6.'1 of Nl 52-110 from the requirements of Part 5 Reporting Obligations of Nl 52-110 (which requires certain prescribed disclosure about an audit committee in the company's Annual lnformation Form, if any).

Pre-Approval Policies and Procedures

The Audit Committee has adopted specific policies and procedures for the engagement of non-audit services as described in the Audit Committee Charter, which charter is attached as Schedule "G" to this Listing Application.

External Auditor Service Fees (By Category)

	Audit Fees(1)	Audit Related Fees(z)	Tax Fees(31	All Other Fees(al
lncorporation to November 30.2020	\$4,000	Nit	Nit	\$7,000

(1) The aggregate fees billed by Stinger's auditor for audit fees.

(2) The aggregate fees billed for assurance and related services by Stinger's auditor that are reasonably related to the performance of the audit or review of Stinger's financial statements and are not disclosed in the 'Audit Fees' column.

(3) The aggregate fees billed for professional services rendered by Stinger's auditor for tax compliance, tax advice and tax planning. These services include the filing of Stinger's annual tax returns.

(4) The aggregate fees billed for professional services other than those listed in the other three columns.

Corporate Governance

Corporate governance relates to activities of the Stinger Board, the members of which are elected by and are accountable to the shareholders of Stinger, and takes into account the role of the individual members of management who are appointed by the Stinger Board and who are charged with the dayto-day management of the company. The Stinger Board is committed to sound corporate governance practices, which are both in the interest of its shareholders and contribute to effective and efficient decision making.

Stinger's general approach to corporate governance is summarized below.

Board of Directors

lndependence

Stinger's Board is comprised of five (5)directors: Darren Blaney, Robert Edwards, Dennis Edwards, Sean Pownall and Jeremy Gibb.

Section 1.4 of Nl 52-110 sets out the standard for director independence. Under Nl 52-110, a director is independent if he has no direct or indirect material relationship with the company. A material relationship is a relationship which could, in the view of the Stinger Board, be reasonably expected to interfere with the exercise of a director's independent judgment. Nl 52-110 also sets out certain situations where a director will automatically be considered to have a material relationship to the company.

Applying the definition set out in section 1.4 of Nl 52-110, three (3) members of the Stinger Board are independent. The members who are independent are Dennis Edwards, Sean Pownall and Jeremy Gibb. Darren Blaney is not independent by virtue of the fact that he is an executive officer of the company (President & CEO). Robert Edwards is not independent by virtue of the fact that he is an executive officer of the company (CFO & corporate secretary).

ln order to facilitate its exercise of independent judgment in carrying out the responsibilities of the Stinger Board, the Stinger Board ensures that its independent directors are in attendance at all Stinger Board meetings.

Other Directorships

Certain directors of Stinger are presently a director of one or more other reporting issuers or reporting issuer equivalents. See "/fem 16 - Directors and Executive Officers - Other Repofting /ssuer Experience" lor further details.

Orientation and Continuing Education

Stinger has not adopted a formalized process of orientation for new Stinger Board members. At this stage in the company's development, and having regard to the background and experience of its directors, the Stinger Board does not feel it necessary to have such policies or programs in place.

Orientation of new directors has been and in the foreseeable future is expected to be conducted on an ad hoc basis through discussions and meetings with other directors, officers and employees where a thorough description of Stinger's business, assets, operations and strategic plans and objectives are discussed. Orientation activities have been and will be tailored to the particular needs and experiences of each director and the overall needs of the Stinger Board.

The Stinger Board does not take any formal measures to provide continuing education for the directors. lt is expected that for the foreseeable future, directors will be kept informed as to matters impacting, or which may impact, Stinger's operations through reports and presentations at Stinger Board meetings. Directors are also provided the opportunity to meet with senior management, advisors and other directors who can answer any questions that may arise.

Eth i cal Business Co n d u ct

The Stinger Board has not adopted a formal written Code of Business Conduct and Ethics. ln recruiting new Stinger Board members, the Stinger Board considers only persons with a demonstrated record of ethical business conduct.

At this stage in the company's development, and having regard to the background and experience of its directors, the Stinger Board does not feel it necessary to have more formal policies or programs in place. The Stinger Board has concluded that fiduciary duties placed on individual directors by the company's governing corporate legislation and the common law, in addition to the applicable corporate legislation restrictions placed on an individual director's participation in decisions of the Stinger Board in which the director has an interest, have been sufficient to ensure that the Stinger Board operates independently of management and in the best interests of the company.

Nomination of Directors

The Stinger Board does not have a nominations committee or a formal procedure with respect to the nomination of directors. lt is expected that nominees will be recruited by the efforts of existing Stinger Board members, and the recruitment process will involve both formal and informal discussions among Stinger Board members. New nominees will be expected to have a track record in general business management, special expertise in an area of strategic interest to the company, the ability to devote the required time, show support for the company's mission and strategic objectives and have a willingness to serve.

It is expected that for the foreseeable future, given the company's stage of development, that the Stinger Board will monitor, but not formally assess, the performance of individual Stinger Board members and their contributions. The Stinger Board does not, at present, have a formal process in place for assessing the effectiveness of the Stinger Board as a whole, its committees or individual directors, but will consider implementing one in the future should circumstances warrant.

Compensation

At the present time, Stinger does not have a compensation committee. The compensation of the NEOs is considered by the independent directors. The directors currently do not receive any remuneration for their acting in such capacity other than the potential grant of incentive stock options to the directors. See "/fem ¹⁷- Executive Compensation" above for further details.

Other Board Committees

Stinger does not have any committees other than the Audit Committee (see "Audtt Committee" above in this ltem 19).

Assessmenfs

The Stinger Board expects that it will regularly monitor the adequacy of information given to directors, communications between the Stinger Board and management and the strategic direction and processes of the Stinger Board and its committees, however, the Stinger Board does not, at present, have a formal process in place for assessing the effectiveness of the Stinger Board as a whole, its committees or individual directors. The Stinger Board will consider implementing one in the future should circumstances warrant.

Item 20: Agent, Sponsor or Advisor

No Agent, Sponsor or advisor has been retained by Stinger in connection with the Arrangement or this Listing Application.

Item 21: Risk Factors

AN INVESTMENT IN SECURITIES OF A NATURAL RESOURCE COMPANY INVOLVES ^A SIGNIFICANT DEGREE OF RISK. THE DEGREE OF RISK INCREASES SUBSTANTIALLY WHERE THE COMPANY'S PROPERTIES ARE IN THE EXPLORATION AS OPPOSED TO THE DEVELOPMENT STAGE. AS SUCH, AN INVESTMENT IN STINGER IS HIGHLY SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK AND SHOULD ONLY BE MADE BY INVESTORS WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT.

Possible Failure to Realize Anticipated Benefits of the Arrangement

There is no certainty that Stinge/s business will be successful after completion of the Arrangement, or that other anticipated benefits of the Arrangement will be acquired by Stinger.

Coronavirus (GOVID-1 9)

ln March 2020, theWorld Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, has adversely affected workforces, customers, economies, and financial markets globally. lt is not possible for Stinger to predict the duration or magnitude of the adverse results of the outbreak and its effects on Stinger's business. Risks include, but are not limited to, the ability of Stinger to raise funds, the ability of Stinger to conduct operations in the event of safety lockdowns, the inability to travel for professionals and contractors involved in exploration, regional travel and quarantine restrictions within the country, and the disruption of shipping material and samples to and from it is properties.

No Market for Securities

The Stinger Shares are not currently listed on any stock exchange and there is no assurance that the Stinger Shares will be listed and posted for trading on the TSXV or on any other stock exchange after completion of the Arrangement.

There is currently no market through which any of the Stinger Shares may be sold and there is no assurance that if the Stinger Shares are listed on the TSXV, or any other stock exchange, that such exchange will provide a liquid market for such shares. Until the Stinger Shares are listed on a stock exchange, holders of the Stinger Shares may not be able to sell their Stinger Shares. Even if a listing is obtained, there can be no assurance that an active public market for the Stinger Shares will develop or be sustained after completion of the Arrangement. The holding of Stinger Shares involves a high degree of risk and should be undertaken only by investors whose financial resources are sufficient to enable them to assume such risks and who have no need for immediate liquidity in their investment. The Stinger Shares should not be purchased by persons who cannot afford the possibility of the loss of their entire investment.

Limited Operating History

As a wholly-owned subsidiary of American Creek, incorporated for the purpose of the Arrangement, Stinger has a very limited history of operations. There is no assurance that Stinger will be successful in achieving a return on shareholders' investment and the likelihood of success must be considered in light of its early stage of operations.

Stinger has limited financial resources, has not earned any revenue since commencing operations, has no source of operating cash flow and there is no assurance that additional funding will be available to it for further advancement of Stinger's business. There can be no assurance that Stinger 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 development of Stinger's business.

Negative Cash Flow

Stinger has no history of earnings or cash flow from operations. Stinger does not expect to generate material revenue or to achieve self-sustaining operations for several years, if at all. This may have ^a negative impact on the financial position of Stinger.

Financing Risk

There is no assurance given by Stinger that it will be able to secure the financing necessary to explore, develop and produce its mineral properties. lf Stingefs proposed exploration programs are successful, additional funds will be required for the development of an economic mineral body and to place the properties in commercial production. The development of Stinger's properties will therefore depend on Stinger's ability to obtain additional required financing. There is no assurance Stinger will be successful in obtaining the required financing on terms acceptable to it, or at all, the lack of which could result in the loss or substantial dilution of its interests (as existing or as proposed to be acquired) in its properties. Stinger's ability to continue as a going concern is dependent on its ability to raise equity capital financings, exploration success, the attainment of profitable operations and the completion of further share issuances to satisfy working capital and operating needs. Failure to obtain sufficient additional financing on a timely basis could cause Stinger to reduce or terminate its proposed operations.

Exploration and Development Risks

There is no assurance given by Stingerthat any of its exploration and development programs and properties will result in the discovery, development or production of a commercially viable deposit or ore body. The business of exploration for minerals and mining involves a high degree of risk. Few properties that are explored are ultimately developed into producing mines. There is no assurance that Stinger's mineral exploration activities will result in any discoveries of bodies of commercial ore. The economics of developing mineral properties are affected by many factors including capital and operating costs, variations of the grades and tonnages of ore mined, fluctuating metal prices, costs of mining and processing equipment and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals and environmental protection. Substantial expenditures are required to establish resources or reserves through drilling and other work, to develop metallurgical processes to extract metalfrom ore, and to develop the mining and processing facilities and infrastructure at any site chosen for mining. No assurance can be given that funds required for exploration and/or development can be obtained on a timely basis. The marketability of any metals or minerals acquired or discovered may be affected by numerous factors which are beyond Stinger's control and which cannot be aocurately foreseen or predicted, such as market fluctuations, the global marketing conditions for precious and base metals, the proximity and capacity of required processing facilities, mineral markets and required processing equipment, and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting minerals and environmental protection.

Estimates of Mineral Deposits

Stinger provides no assurance that any estimates of mineral deposits or resources will materialize on any of its properties. No assurance can be given that any identified mineralization will be developed into a coherent mineralization deposit, or that such deposit will even qualify as a commercially viable and mineable ore body that can be legally and economically exploited. Estimates regarding mineralized deposits can also be affected by many factors such as permitting regulations and requirements, weather, environmental factors, unforeseen technical difficulties, unusual or unexpected geological formations and work interruptions. ln addition, the grades and tonnages of ore ultimately mined may differ from that indicated by drilling results and other exploration and development work. There can be no assurance that test work and results conducted and recovered in small-scale laboratory tests will be duplicated in largescale tests under on-site conditions. Material changes in mineralized tonnages, grades, dilution and stripping ratios or recovery rates may affect the economic viability of projects. The existence of mineralization or mineralized deposits should not be interpreted as assurances of the future delineation of ore reserves or the profitability of any future operations.

Commodity Prices

No assurances are provided that commodity prices will not change.

The price of the Stinger Shares and Stinger's financial results may be significantly adversely affected by a decline in the price of gold, silver, copper and other mineral commodities.

The mining industry is competitive and commodity prices fluctuate so that there is no assurance, even if commercial quantities of a mineral resource are discovered, that a profitable market will exist for the sale of same. Factors beyond Stinger's control may affect the marketability of any substances discovered. The prices of precious and base metals fluctuate on a daily basis, have experienced volatile and significant price movements over short periods of time, and are affected by numerous factors beyond Stinger's control, including international economic and political trends, expectations of inflation, currency exchange fluctuations interest rates, central bank transactions, world supply for precious and base metals, international investments, monetary systems, and global or regional consumption patterns (such as the development of gold coin programs), speculative activities and increased production due to improved mining and production methods. The supply of and demand for precious and base metals are affected by various factors, including political events, economic conditions and production costs in major producing regions, and governmental policies with respect to precious metal holdings by a nation or its citizens. The exact effect of these factors cannot be accurately predicted, and the combination of these factors may result in Stinger not receiving adequate returns on invested capital or the investments retaining their values. There is no assurance that the prices of gold, silver and other precious and base metals will be such that the properties owned by Stinger can be mined at a profit.

Competition and Agreements with Other Parties

The mining industry is intensely competitive in all of its phases. Stinger competes with many companies possessing greater financial resources and technical facilities than it has. Stinger provides no assurance that it can compete for mineral properties, future financings or technical expertise.

Title Mafters

The acquisition of title to resource properties is a very detailed and time-consuming process. No assurances can be given that there are no title defects affecting the properties Stinger will have after completion of the Arrangement. The properties may be subject to prior unregistered liens, agreements, transfers or claims, including native land claims, and title may be affected by, among other things, undetected defects. Other parties may dispute the title to a property or the property may be subject to prior unregistered agreements and transfers or land claims by lndigenous people. The title may also be atfected by undetected encumbrances or defects or governmental actions. Stinger has not conducted surveys of properties in which it will hold an interest after the completion of the Arrangement and the precise area and location of claims or the properties may be challenged. Stinger may not be able to register rights and interests it acquires against title to applicable mineral properties. An inability to register such rights and interests may limit or severely restrict its ability to enforce such acquired rights and interests against third parties or may render certain agreements entered into by it invalid, unenforceable, uneconomic, unsatisfied or ambiguous, the etfect of which may cause financial results yielded to differ materially from those anticipated. Although Stinger believes it has taken reasonable measures to ensure proper title to the properties in which it will have upon completion of the Arrangement an interest, there is no guarantee that such title will not be challenged or impaired. Further, the Silver Side Property, Ample Goldmax Property and Glitter King Property are not owned by Stinger, as after completion of the Arrangement Stinger will only have a right to earn an interest therein pursuant to option agreements relating to such property interests. ln the event that Stinger does not fulfill its obligations contemplated by the option agreements for these three properties, it will lose its interest in them.

Influence of Third Party Stakeholders

The mineral properties in which Stinger will hold an interest after completion of the Arrangement, or the exploration equipment and road or other means of access which Stinger intends to utilize in carrying out its work programs or general business mandates, may be subject to interests or claims by third party individuals, groups or companies. ln the event that such third parties assert any claims, work programs may be delayed even if such claims are without merit. Such claims may result in significant financial loss and loss of opportunity for Stinger.

Uninsured Risks

Stinger provides no assurances that it is or will be adequately insured against all risks. lt may become subject to liability for cave-ins, pollution or other hazards against which it cannot insure or against which it has elected not to insure because of high premium costs or other reasons. The payment of such liabilities would reduce the funds available for exploration, development and mining activities.

Environmental and Other Regulatory Requirements

The current or future operations of Stinger, including exploration and development activities and commencement of production on its properties, require permits from various federal, provincial and local governmental authorities and such operations are and will be governed by laws and regulations governing prospecting, development, mining, production, exports, taxes, labour standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. Companies engaged in the development and operation of mines and related facilities generally experience increased costs, and delays in production and other schedules as a result of the need to comply with applicable laws, regulations and permits. There can be no assurance that approvals and permits required in orderfor Stinger to commence exploration, development or production on its various properties will be obtained. Additional permits and studies, which may include environmental impact studies conducted before permits can be obtained, are necessary prior to operation of the other properties in which the company has interests and there can be no assurance that Stinger will be able to obtain or maintain all necessary permits that may be required to commence exploration, construction, development or operation of mining facilities at these properties on terms which enable operations to be conducted at economically justifiable costs.

Failure to comply with applicable laws, regulations, and permitting requirements may result in enforcement actions including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions. Parties engaged in exploration, development and mining operations may be required to compensate those suffering loss or damage by reason of such activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations. New laws or regulations or amendments to currcnt laws, regulations and permits governing operations and activities of exploration and mining companies, or more stringent implementation of current laws, regulations or permits, could have a material adverse impact on Stinger, and cause increases in capital expenditures or production costs or reduction in levels of production at producing properties or require abandonment or delays in development of new mining properties.

Reclamation

Land reclamation requirements for properties may be burdensome.

There is a risk that monies allotted for land reclamation may not be sufficient to cover all risks, due to changes in the nature of any potential waste rock and/or tailings and/or revisions to government regulations. Therefore additional funds, or reclamation bonds or other forms of financial assurance may be required over the tenure of properties owned by Stinger to cover potential risks. These additional costs may have material adverse impact on the financial condition and results of Stinger.

Unknown Environmental Risks for Past Activities

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

Dependence on Key Personnel

Stinger will be dependent on a relatively small number of key personnel, being primarily its executive officers and directors, the loss of any one of whom could have an adverse effect on it.

Stinger does not maintain key-person insurance on the life of any of its personnel. ln addition, while certain of Stinger's officers and directors have experience in the exploration of mineral producing properties, Stinger will be highly dependent upon contractors and third parties in the performance of its exploration and development activities. There can be no guarantee that such contractors and third parties will be available to carry out such activities on behalf of Stinger or be available upon commercially acceptable terms.

As Stinger's business activity grows, Stinger will require additional key financial, administrative and mining personnel as well as additional operations staff. There can be no assurance that Stinger will be successful in attracting, training and retaining qualified personnel as competition for persons with these skill sets increase. lf Stinger is not successful in attracting, training and retaining qualified personnel, the efficiency of its operations could be impaired, which could have an adverse impact on Stinger's future cash flows, earnings, results of operations and financial condition.

Conflicts of lnterest

Certain directors and officers of Stinger are, and may continue to be, involved in the mining and mineral exploration industry through their direct and indirect participation in corporations, partnerships or joint ventures which are potential competitors of Stinger, including possibly American Creek. Situations may arise in connection with potential acquisitions in investments where the other interests of these directors and officers may conflict with the interests of Stinger. Directors and officers of Stinger with conflicts of interest will be subject to the procedures set out in applicable corporate and securities legislation, regulation, rules and policies.

Substantial Number of Authorized but Unissued Shares

Stinger has an unlimited number of Stinger Shares which may be issued by the Stinger Board without further action or approval of Stinger's shareholders. While the Stinger Board is and will be required to fulfil its fiduciary obligations in connection with the issuance of such shares, the Stinger Shares may be issued in transactions with which not all shareholders agree, and the issuance of such Stinger Shares will cause dilution to the ownership interests of Stinger's shareholders.

Dividend Policy

No dividends on Stinger Shares have been paid by Stinger to date. Stinger anticipates that it will retain all earnings and other cash resources for the foreseeable future for the operation and development of its business. Stinger does not intend to declare or pay any cash dividends in the foreseeable future. Payment of any future dividends will be at the discretion of the Stinger Board after taking into account many factors, including Stinger's operating results, financialcondition and current and anticipated cash needs.

Item 22: Promoters

American Creek took the initiative in Stinger's organization and, accordingly, may be considered to be the promoter of Stinger within the meaning of applicable securities laws. American Creek will not, at the closing of the Arrangement, beneficially own, or control or direct, any Stinger Shares. During the period from incorporation to and including the closing of the Arrangement, the only material thing of value which American Creek has or will receive from Stinger is the Stinger Spinout Shares to be issued to American Creek in consideration for the transfer of the Assets to Stinger by American Creek, which Stinger Spinout Shares will be distributed to the American Creek Shareholders pursuant to the Arrangement.

To the best of Stinger's knowledge, following due enquiry, Stinger is not a party to any material legal proceedings and Stinger is not aware of any such proceedings known to be contemplated.

Item 24: lnterests of Management and Others in Material Transactions

No director, executive officer or greater than 10% shareholder of Stinger and no associate or affiliate of the foregoing persons has or had any material interest, direct or indirect, in any transaction since incorporation or in any proposed transaction which in either such case has materially affected or will materially affect Stinger save as described in this Listing Application.

Item 25: lnvestor Relations Arrangements

Stinger has not entered into any written or oral agreement or understanding with any person to provide any promotional or investor relations services for Stinger.

Item 26: Auditors, Transfer Agents and Registrars

The auditor of Stinger is Dale Matheson Carr-Hilton Labonte LLP, Chartered Professional Accountants of ¹⁵⁰⁰- 1140 West Pender Street, Vancouver, British Columbia VOE 4G1.

The registrar and transfer agent for the Stinger Shares is Olympia Trust Company at its principal offices at ²³⁰⁰- 125 gth Avenue SE, Calgary, Alberta T2G 0P6.

Item 27: Material Gontracts

The only agreement or contract that Stinger has entered into since its incorporation or will enter into as part of the Arrangement which may be reasonably regarded as being material is the Arrangement Agreement and the TSXV Escrow Agreement.

Item 28: Experts

Dale Matheson Carr-Hilton Labonte LLP, Chartered Professional Accountants, is the auditor of Stinger and is independent of Stinger within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of British Columbia.

James A. McCrea, P. Geo., prepared the Technical Report. As of the date of this Listing Agreement, Mr. McCrea does not own any of the issued and outstanding Stinger Shares. Commencing on the Effective Date of the Arrangement (Febru ary 25,2021), Mr. McRea will be engaged by Stinger to provide geological consulting services, including acting in the capacity of "qualified person" (as such term is defined in Nl 43- 101), to Stinger on an as needed basis through to December 31 , 2021. Mr. McCrea will be paid on a per diem basis for services so provided.

Item 29: Other Material Facts

To the best of Stinger's knowledge, there are no other material facts in respect of Stinger which are not disclosed elsewhere in this Listing Application.

Item 30: Additional lnformation - Mining or Oil and Gas Applicants

Not applicable

Item 31: Exemptions

No exemption from a securities regulator or securities regulatory authority has been received by Stinger

Item 32: Financial Statement Disclosure for lssuers

The following financial statements are attached to this Listing Application

• 1 Stinger Audited Financial Statements from incorporation to November 30,2020, attached to this Listing Application as Schedule "A";
• American Creek Audited Carve-Out Financial Statements for the years ended December 31,2019 and 2018, attached to this Listing Application as Schedule "C"; and 2.
• Carve-Out Financial Statements of American Creek (unaudited) for lnterim period ended June 30, 2020, attached to this Listing Application as Schedule "E". 3

Item 33: Siqnificant Acquisitions

Stinger has not completed any significant acquisitions nor are any significant acquisitions contemplated in the foreseeable future.

[Ce ftificate page follows]

34.1 Certificate of Applicant

CERTIFICATE OF STINGER RESOURCES INC.

Each of the undersigned hereby certifies that the foregoing constitutes full, true and plain disclosure of all information required to be disclosed under each item of this Listing Application and of any material fact not otherwise required to be disclosed under an item of this Listing Application.

Dated: February 25,2021

"Darren Blanet' "Robert Edwards" Darren Blaney Chief Executive Officer

Robert Edwards Chief Financial Officer

ON BEHALF OF THE BOARD OF DIRECTORS OF STINGER RESOURCES INC.

"Dennis Edwards" Dennis Edwards Director

"Jeremv Gibb" Jeremy Gibb Director

34.2 Certificate of Sponsor

Not applicable.

34.3: Acknowledgement - Personal lnformation

"Personal lnformation" means any information about an identifiable individual.

The Applicant hereby represents and warrants that it has obtained all consents required under applicable law for the collection, use and disclosure by the Exchange of the Personal lnformation contained in or submitted pursuant to this Application for the purposes described in Appendix "A" to this Application.

Dated: February 25,2021

STINGER RESOURCES INC

per: "Darren Blanei'

Darren Blaney Chief Executive Officer

APPENDIX "A'' FORM 28 PERSONAL INFORMATION COLLECTION POTICY

Gollection, Use and Disclosure

TSX Venture Exchange lnc. and its affiliates, authorized agents, subsidiaries and divisions, including TSX Venture Exchange and Toronto Stock Exchange, (collectively referred to as the "Exchange") collect the information contained in or submitted pursuant to Form 28 (which may include personal, cohfidential, nonpublic or other information) and use it for the following purposes:

• o to conduct background checks,
• o to verify the Personal lnformation that has been provided about each individual,
• o to consider the suitability of the individual to act as an officer, director, insider, promoter, investor relations provider or, as applicable, an employee or consultant, of the Applicant,
• o to consider the eligibility of the Applicant to list on the Exchange,
• . to provide disclosure to market participants as to the security holdings of directors, officers, other insiders and promoters of the Applicant, or its associates or affiliates, including information as to such individuals' involvement with any other reporting issuers
• o to detect and prevent fraud, and
• o to perform other investigations as required by and to ensure compliance with all applicable rules, policies, rulings and regulations of the Exchange, securities legislation and other legal and regulatory requirements governing the conduct and protection of the capital markets in Canada.

Personal lnformation the Exchange collects may also be disclosed:

• (a) to securities regulators and regulatory authorities in Canada or elsewhere, investigative, law enforcement or self-regulatory organizations, and each of their subsidiaries, affiliates, regulators and authorized agents, for the purposes described above, and these agencies and organizations may use the information in their own investigations;
• (b) on the Exchange's website or through printed materials published by or pursuant to the directions ofthe Exchange forthe purposes described above; and
• (c) as othenrvise permitted or required by law.

The Exchange may from time to time use third parties to process information or provide other administrative services. ln this regard, the Exchange may share the information with such third party service providers for the purposes described above.

Questions

lf you have any questions or enquiries regarding the policy outlined above or about our privacy practices, please send a written request to: Chief Privacy Officer, TMX Group, The Exchange Tower, 130 King Street West, Toronto, Ontario, MsX 1J2.

SCHEDULE "A" to Stinger Resources lnc. Listing Application

STINGER AUDITED FINANCIAL STATEMENTS FOR THE PERIOD FROM INCORPORATON TO NOVEMBER 30, 2O2O

(see attached)

Stinger Resources Inc.

Financial Statements

For the Period Ended November 30,2020

(Expressed in Canadian Dollars)

DALE MATHESON CARR-HILTON LABONTE I.I-P CHARTEfi ED PROFESSIONAL ACCOUNTANTS

INDEPENDENT AUDITOR'S REPORT

To the directors of Stinger Resources Inc.

Opinion

We have audited the frnancial statements of Stinger Resources Inc. (the "Company"), which comprise the statement of financial position as at November 30,2020, and the statement of operations and comprehensive loss, changes in shareholders' equity and cash flows for the period from incorporation on September 22, 2020 to November 30, 2020, and notes to the financial statements, including a summary of significant accounting policies (collectively referred to as the "financial statements").

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at November 30, 2020, and its financial performance and its cash flows for the period from incorporation on September 22,2020 to November 30,2020 in accordance with International Financial Reporting Standards.

Basis for Opinion

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

Material Uncertainty Related to Going Concern

We draw attention to Note I of the financial statements, which describes certain conditions that indicate the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as ^a going concern. Our opinion is not modified in respecl of this matter.

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

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

In preparing the financial statementso 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 conaern 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.

Auditorrs 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 ofassurance, 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:

. Identif, 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 errorn as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• o Obtain an understanding ofinternal 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.
• o Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
• o Conclude on the appropriateness ofmanagement's use ofthe going concern basis ofaccounting 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 coneern. 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 modifu our opinion. Our conclusions are based on the audit evidence obtained up to the date ofour auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
• e Evaluate the overall presentation, structure and content of the frnancial 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 retevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independenceo and where applicable, related safeguards.

b *,tct-

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

December 9,2020

An independent "ooREf itfil e\$sociated with Moore Clobal Net\ ltrrk Llmited

		As at November 30.2020
ASSETS
Current assets
Accounts receivable	\$	1
TOTAL ASSETS	\$
SHARDHOLDERS' EQUITY Share capital (Note 3)	\$
TOTAL SHAREHOLDERS' EOUITY
TOTAL LIABILITIES AND SHAREHOLDERS' EOUITY	\$	I
Nature of and Continuance of Operations (Note 1)
Approved on behalf of the Board on December 9,2020:
"Darren R. Blanev"	"Robert N. Edwards"
Darien R. Blaney; Diieator	RobertN. Edwzrds; Direetor

The accompanying notes are an integral part of these financial statements

		For the period from incorporation on September 22,2020 to November 30, 2020
Net and comprehensive loss	\$
Loss per common share - basic and diluted	\$
Weighted average number of common shares outstanding - basic and diluted

The accompanying notes are an integral part oftheseJinancial statements,

Stinger Resources Inc.

Statement of Changes in Shareholders' Equity

in Canadian

$(1 - 4)$	Number of Outstanding	Share	Total Shareholders'
	Shares	Capital	Equity
Incorporation, September 22, 2020
Balance, November 30, 2020

Theare an integral part ofthese financial statements.

	For the period from incorporation on September 22,2020 to November 30, 2020
Cash used in operating activities Net loss
Net cash used by operatins activities	\$
Change in cash
Cash. beeinnine
Cash. endins	\$

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

1. Nature and Continuance of Operations

Stinger Resources Inc. (the "Company") was incorporated in the Province of British Columbia on September 22, 2020. The Company's registered and records office is Suite 1100 - 736 Granville Street, Vancouver, British Columbia Y6Z lG3.

The Company was formed for the primary purpose of completing a Plan of Arrangement with the Company's parent company, American Creek Resources Ltd.

These financial statements have been prepared on the assumption that the Company will continue as ^a going concern, meaning it will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations. Different bases of measurement may be appropriate if the Company is not expected to continue operations for the foreseeable future. The Company's continuation as a going concern is dependent on its ability to generate future cash flows and/or obtain additional financing. These factors indicate the existence ofa material uncertainty that may cast significant doubt about the Company's ability to continue as a going eoncern. Management intends to finance operating costs over the next twelve months with , loans from directors and companies controlled by directors and/or private placements of common stock. There is a risk that additional finalcing will not be available on a titnely basis or on terms acceptable to thc Company. These financial statements do not reflect any adjustments that may be necessary if the Company is unable to continue as a going concern.

Since March 2020, several measures have been implemented in Canada and the rest of the world in response to the increased impact from the novel coronavirus (COVID-I9). The Company continues to operate its business at this time. While the impact of COVID-I9 is expected to be temporary, the current circumstances are dynamic and the impacts of COVID-19 on business operations cannot be reasonably estimated at this time. The Company anticipates this could have an adverse impact on its business, results ofoperations, financial position and cash flows in fiscal2027.

2. Significant Accounting Policies

(a) ,stote.ment rf Compliance to International Finqncial Reporting Standards

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") and interpretations of the International Financial Reporting Interpretations Committee ('IFRIC').

(b) Basis of Preparation

The financial statements have been prepared on an accrual basis and are based on historical costs modified where applicable. The financial statements are presented in Canadian dollars unless otherwise noted. The policies set out below were consistently applied to all periods presented unless otherwise noted.

(c) Significant Judgments

The preparation of financial statements in accordance with IFRS requires the Company to make judgments, apart from those involving estimates, in applying accounting policies. The most significant judgments applying to the Company's financial statements include:

• The assessment of the Company's ability to continue as a going conaern and whether there are events or conditions that may give rise to significant uncertainty.

2. SignificantAccountingPolicies (continued)

(d) Financial Instruments

The following is the Company's accounting policy for financial instruments under IFRS 9

(, Classification

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

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

(ii) Measurement

Financial assets and liabilities at amortized cost

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

Financial assets and liabilities at FVTPL

Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction oosts are expensed in the statements of operations and comprehensive loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in the statements of operations and comprehensive loss in the period in which they arise.

Debt investments at FVTOCI

These assets are subsequently measured at fair value. Interest income calculated using the effective interest method, foreign exchange gains and losses and impairment are recognized in profit or loss. Other net gains and losses are recognized in other comprehensive income (*OCI"). On derecognition, gains and losses accumulated in OCI are reclassified to profit or loss

Equity investments at FVTOCI

These assets are subsequently measured at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly represents a recovery ofpart ofthe cost ofthe investment. Other net gains and losses are recognized in OCI and are never reclassified to profit or loss.

(iii) Impairment offinancial assets at amortized cost

The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the Company measures the loss allowance for the financial asset at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition.

2. Significant Accounting Policies (continued)

Ifat the reporting date, the financial asset has not increased significantly since initial recognition, the Company measures the loss allowance for the financial asset at an amount equal to the twelve month expected credit losses. The Company shall recognize in the statements of comprehensive loss, as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized.

(iv) Derecognition

Financial assets

The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity.

Financial liabilities

The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expire. The Company also derecognizes a financial liability when the terms of the liability are modified such that the terms and / or cash flows of the modified instrument are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.

Gains and losses on derecognition are generally recognized in profit or loss'

(e) Share Capital

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

(fl Income Taxes

Cutent income tax

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.

(i) Income Taxes

Defewed income tax

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 defened 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.

2. SignificantAccountingPolicies (continued)

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

(g) Loss Per Share

Basic loss per share amounts are calculated by dividing loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the reporting period. Diluted loss per share amounts are determined by adjusting the weighted average number of common shares outstanding for the effects of all dilutive potential common shares.

(h) 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 no applicable or are not expected to have a significant impact on the Company's financial statements.

3. Share Capital

(a) Authorized

The Company has authorized an unlimited number of common shares with no par value.

(b) Issued Share Capital

The Company has I common share issued and outstanding, which was issued upon incorporation on September 22,2020.

4. Related ParQr Transactions

During the period from incorporation on September 22,2020 to November 30,2020, the Company did not have any transactions with related parties.

5. Financiallnstruments

(a) Categories of Financial Instruments and Fair Value Measurements

Financial instruments measured at fair value are classifred 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 ofthe fair value hierarchy are:

• Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities; a
• Level2 Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and a
• Level 3 Inputs that are not based on observable market data. a

5. Financiallnstruments(continued)

The fair value of the Company's financial instruments, approximates their carrying amount due to their short-term maturities.

(b) Management of Financial Risks

The Company is exposed in varying degrees to a variety of financial instrument related risks. The Board of Directors approves and monitors the risk management processes, inclusive of documented investment policies, counterparty limits, and controlling and reporting structures. The type of risk exposure and the way in which such exposure is managed is provided as follows:

Credit Risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company's only exposure to credit risk is on its accounts receivable. The Company assessed credit risk as low.

#### Liquidit.v Risl\

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company's liquidity and operating results may be adversely affected if its access to the capital markets are hindered. The Company has no source of revenue and has obligations to meets its administrative overheads and to settle amounts payable to its creditors. The Company assesses liquidity risk as high.

Foreisn Exchanse Risk

Foreign exchange risk is the risk that the Company's financial instruments will fluctuate in value as a result of movements in foreign exchange rates. The Company is not exposed to foreign exchange risk.

Interest rate risk

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

6. Capital Management

The Company defines its capital as working capital and shareholders' equity. The Company manages its capital structure and makes adjustments to it based on the funds available to the Company in order to support future business opportunities. The Board ofDirectors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company's management to sustain future development ofthe business.

The Company is dependent upon external financing. In order to carry future activities and pay for administrative costs, the Company will spend its existing working capital and raise additional funds as needed. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. The Company is not subject to externally imposed capital requirements. The Company did not institute any changes to its capital management strategy during the year.

SCHEDULE "B" to Stinger Resources lnc. Listing Application

STINGER MANAGEMENT DISCUSSION AND ANALYSIS FOR THE PERIOD FROM INCORPORATON TO NOVEMBER 30,2O2O

(see attached)

Stinger Resources lnc. Managementns Discussion and Analysis

From the date of incorporation to November 30, 2020

GENERAL

The following Management Discussion and Analysis ('MD&A) of Stinger Resources lnc. (the "Company" or "Stinger") has been prepared by management, in accordance with the requirements of National lnstrument 51-102 ('Nl 51-102") as of December 28,2020 and should be read in conjunction with the financial statements of the Company for the period ended November 30, 2020 and the related notes contained therein which have been prepared under lnternational Financial Reporting Standards ('IFRS'). The information contained herein is not 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 Company.

Allfinancial information in this MD&A has been prepared in accordance with IFRS and all dollar amounts are quoted in canadian dollars, the reporting currency of the Company, unless specifically noted.

Management of the Company 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 Company's Board of Directors follows recommended corporate governance guidelines for public companies to ensure transparency and accountability to shareholders. The board's audit committee meets with management quarterly to review the financial statements including the MD&A and to discuss other financial, operating and internal controlmatters.

FORWARD LOOKING STATEMENTS

lnformation set forth in this MD&A may involve forward-looking statements under applicable securities laws. Forward- looking statements are statements that relate to future events. ln this context, fonryard-looking statements often address expected future business and financial performance, and often contain words such as "anticipate", "believe", "plan", "estimate", "expect", and "intend", statements that an action or event "may", "might", "could", "should", or "will" be taken or occur, or other similar expressions. All statements, other than statements of historical fact, included herein including, without limitation; statements about the size and timing of future exploration on and the development of the Company's properties are fonrvard-looking statements. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the Company's actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. 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; retiance 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 Company 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. lmportant factors that could cause actual results to differ materially from our expectations are disclosed in the Company's documents filed from time to time via SEDAR with the Canadian regulatory agencies to whose policies the Company is bound. lnvestors are cautioned against attributing undue certainty to forwardlooking 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).

DESCRIPTION OF BUSINESS AND OVERVIEW

The Company is a mineral exploration Company focused on primarily gold and silver exploration properties in British Columbia, Canada. The Company's principal property is the Dunwell Project located near Stewart, BC. in what is known as the "Golden Triangle." The Company also holds various other exploration properties in other regions in British Columbia.

SIGNIFICANT EVENTS/OVERALL PERFORMANCE

Subsequent to November 30,2020, American Creek Resources Ltd. ("American Creek") intends to strategically reorganize its exploration business.

ln connection with the reorganization, Stinger will complete the acquisition of its interest in the Dunwell, Gold Hill, and D-1 McBride projects and assume the Silver Side, Ample Goldmax and Glitter King projects under option by the Company for \$8,146,481 to be paid by the issuance of 45,000,000 common shares ("SpinCo Shares") to the Company, TheCompanywillthencompleteasharecapitalreorganizationbywayofastatutoryplanofarrangement ("Arrangement") whereby the Company will spin-out the SpinCo shares to the Company's shareholders.

Upon closing of the Arrangement, the Company will be owned exclusively by existing shareholders of the Company, keeping their identical proportion to their pre-Arrangement shareholdings of the Company.

Closing of the Arrangement is subject to several conditions including, but not limited to, approval by the Company's shareholders and receipt of court and necessary regulatory approvals.

These carve-out financial statements reflect the assets, liabilities, expenses and cash flows of the operations included in the exploration business to be spun out by the Company.

RESULTS OF OPERATIONS

Period from incorporation on September 22. 2020 to November 30, 2020

The Company is still in the exploration stage without any producing properties.

	For the period from incorporation on September 22,2020 to November 30, 2020
Net and comprehensive loss	\$
Loss per common share - basic and diluted	\$
Weighted average number of common shares outstanding - basic and diluted		I

LIQUIDITY AND CAPITALIZATION

Workinq Capital

The Company.had working capital of \$1 as at November 30,2020. Please refer to Note 1 (going concern)

Lonq-Term Liabilitv

The Company had no long-term liabilities as at November 30, 2020.

RELATED PARTY TRANSACTIONS

Kev Management Personnel:

Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company. The Company has determined that key management personnel consist of executive and non-executive members of the Company's Board of Directors and corporate officers.

During the period ended November 30,2020, there were no related party transactions.

OFF.BALANCE SHEET ARRANGEMENTS

The Company has no undisclosed off-balance sheet arrangements or off-balance sheet financing structures in place.

PROPOSED TRANSACTIONS

Please refer to the "Significant Events/Overall Performance" note for details regarding the Arrangement.

CHANGE IN ACCOUNTING POLICIES

Please refer to the financial statements for the period ended November 30,2020.

FUTURE ACCOUNTING CHANGES

Please refer to the financial statements for the period ended November 30,2020.

CRITICAL ACCOUNTING ESTIMATES

Please refer to the financial statements for the period ended November 30,2020.

FINANCIAL INSTRUMENTS

Please refer to the financial statements for the period ended November 30,2020.

RISKS AND UNCERTAINTIES

The Company's risk exposures and the impact on the Company's financial instruments are summarized below:

Credit Risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company's only exposure to credit risk is on its accounts receivable. The Company assessed credit risk as low.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company's liquidity and operating results may be adversely affected if its access to the capital markets are hindered. The Company has no source of revenue and has obligations to meets its administrative overheads and to settle amounts payable to its creditors. The Company assesses liquidity risk as high.

Foreign Exchange Risk

Foreign exchange risk is the risk that the Company's financial instruments will fluctuate in value as a result of movements in foreign exchange rates. The Company is not exposed to foreign exchange risk.

Interest rate risk

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

SCHEDULE "C'' to Stinger Resources lnc. Listing Application

AMERICAN CREEK AUDITED CARVE-OUT FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31,2019 AND 2018

(see attached)

American Creek Resources Ltd. Carve-Out

Carve-Out Financial Statements December 81, zorg and zorS (Expressed in Canadian dollars)

DALE MATHESON CARR-HIUTON LI\BONTE I-I-P CHARTERED PROFESSIONAL ACCOUNTANTS

INDEPENDENT AUDITOR'S REPORT

To the Shareholders of American Creek Resources Ltd

Opinion

We have audited the carve-out financial statements of American Creek Resources Ltd. (the "Company"), which comprise the carveout statements of financial position as at December 31, 2019 and 2018, and the carve-out statements of loss and comprehensive loss, changes in equity and cash flows for the years then ended, and notes to the carve-out financial statements, including a summary of significant accounting policies (collectively referred to as the "carve-out financial statements").

ln ouropinion, the accompanying carve-outfinancial statements presentfairly, in all material respects, the financial position of the Company as at December 31 ,2019 and 2018, and its financial performance and its cash flows for the years then ended in accordance with lnternational Financial Reporting Standards.

Basis for Opinion

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

Material Uncertainty Related to Goittg Concertr

We draw attention to note 1 to the carve-out financial statements, which describes matters and conditions that indicate the existence of a material uncertainty that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Other lnformation

Management is responsible for the other information. The other information comprises the information included in 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.

ln connection with our audit of the carve-out financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other lnformation is materially inconsistent with the carve-out financlal statenlellts or our knowledge obtained in the audit, or otherwise appears to be materially misstated. ll 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 lnternational Financial Reporting Standards, 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.

ln preparing the carve-out 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 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:

• . ldentify 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 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. lf 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 Company to cease to continue as a going concern.
• r 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.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, includlng any significant deficiencles 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 Barry Hartley.

b *,tct-

DALE MATHESON CARR.HILTON LABONTE LLP CHARTERED PROFESSIONAL ACCOUNTANTS Vancouver, BC October 13,2020

An independent f irm associatecl with Moore Clobal Netrruork Limited

Carve-Out Statements of Financial Position

As at December 81,

(expressed in Canadian dollars)

	2019 \$	2018 \$
Assets
Reclamation bonds (note s)	24,000	26,000
Property and equipment (note 6)	462,740	16,986
Exploration and evaluation assets (note 7)	2,318,685	1.478.002
	2,805,425	1,520,988
Liabilities and Shareholders' Equity
Contributions from American Creek Resources lnc. (notes 3 and 10)	2,962,550	1,584,786
Deficit	(157,125)	(63,7e8)
	2,805,425	1,520,988
Going concern (note 1)

Commitments (note 13)

See accompanying notes to these carve-out financial statements.

Approvedbythe Board of Directors

"DerrenR. Blaney"

Director "Robert N, Edwards" Director

Carve-Out Statements of Loss and Comprehensive Loss

For the years ended December 3r,

(expressed in Canadian dollars)

	2019 \$	2018 \$
Expenses Advertising and promotion Business development and property investigation Corporate com m unications Depreciation on equipment (note 6) Filing and transfer agent fees Management fees (note 8) Office and administration Professional fees	11,133 3,120 2,114 12,497 'l,529 38,477 17,634 6,644 (93,148)	912 5, 864 2, 867 2, 605 o, 300 1, 377 24, 098 12, 775 7, (63,7e8)
Other Loss on asset disposal Net and comprehensive loss	(79\ (93,327)	(63,7e8)

Carve-Out Statements of Changes in Equity For the year ended December 3l^r zoag

(expressed in Canadian dollars)

	Contributions from American Creek Resources Ltd. \$	Deficit \$	Total \$
Balance as at January 1,2019	1,584,786	(63.798)	1,520,988
Contributions from American Creek Resources Ltd.	1,377,764		1,377 ,764
Net and comprehensive loss		(93 327\	(93 327\
Balance as at December 31, 2019	2,962,550	(157.125\	2.805.425
Balance as at January 1,2018	129 718		29 71
Contributions from American Creek Resources Ltd.	455,068		455,068
Net and comprehensive loss		/63 798)	(63 798)
Balance as at December 31, 2018	1,584,786		(63,798) 1,52q,e88

Carve-Out Statements of Cash Flows

For the ended December

(expressed in Canadian dollars)

	2019 \$	2018 \$
Operating activities Net loss for the year Items not affecting cash Depreciation Loss on asset disposal	(s3,327) 12,497 179	(63,7e8) 6,605
Cash used in operating activities	(80,651)	(57,193)
Financing activities Contributions from American Creek Resources Ltd	1,377,764	455,068
Cash provided by financing activities	1.377.764	455,068
lnvesting activities Expenditures of exploration and evaluation assets Expenditures of property and equipment Net recovery (payment) of reclamation bond	(840,683) (458,430) 2,000	(381,875) (16,000)
Cash used in investing activities	(1,297,113)	(397,875)
Increase in cash
Cash - beginning
Cash - end

Notes to Carve-Out Financial Statements December grr2olg and eorS

(expressed in Canadian dollars)

¹ Nature of operations and going concern

American Creek Resources Ltd. Carve-Out (the "Entity") is engaged in the exploration and development of mineral properties in Canada and has not yet determined whether its properties contain ore reserves that are economically recoverable.

The head office and principal address of the Company is 9z - znd Ave W, Cardston, AB, Canada, ToK oKo. The Company's registered address and records office is 7oo - 9th Ave SW, Suite 3ooo, Calgary, Alberta, Canada, TzP sv4.

Going concern

These carve-out financial statements have been prepared using International Financial Reporting Standards ("IFRS") as they applyto a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of operations. 'fhe Entity is in the exploration stage and has not generated revenue from operations. The Entity incurred a net loss of \$93,327 during the year ended December 3r, zorg (zor8 - \$69,298), generated negative cash flows from operating activities of \$8o,65r (zor8 - \$SZ,rgg) and, as of that date the Company's deficit was \$r57,r25 (zor8 - \$6S,Zg8) and working capital was \$Nil (zot8 - \$Nil). As the Entity is in the exploration stage, the recoverability of the costs incurred to date on exploration properties is dependent upon the existence of economically recoverable reseles, the ability of the Entity to obtain the necessary financing to complete the exploration and development of its properties and upon future profitable production or proceeds from the disposition ofthe properties and deferred exploration expenditures. These factors indicate the existcncc of material uncertainties that may cast significant doubt about the Entity's ability to continue as a going concern, and accordingly, the appropriateness of the use of accounting principles applicable to a going concern.

In addition, the outbreak of the novel strain of coronavirus, specifically identified as "COVID-I9", has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused material disruption to businesses globally resulting in an economic slowdown. Global equity markets have experienced significant volatility and weakness. Governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions. The duration and impact of the COVID-I9 outbreak is unknown at this time, as is the efficacy of the government and central bank interventions. It is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Entity and its operating subsidiaries in future periods. Due to the worldwide COVIDr9 outbreak, material uncertainties may come into existence that could influence management's going concern assumption. Management cannot accurately predict the future impact COVID-I9 may have on:

• . Global oil prices;
• . Demand for base metals;
• . The severity and the length of potential measures taken by governments to manage the spread of the virus and their effect on labour availability and supply lines;
• . Availability of essential supplies;

American Creek Resources Ltd. Notes to Carve-Out Financial Statements December 91, 2019 and zorS

(expressed in Canadian dollars)

• . Purchasing power ofthe Canadian dollar; and
• . Ability to obtain funding.

At the date ofthe approval ofthese carve-out financial statements, the Canadian government has not introduced measures which impede the activities of the Entity. Management believes the business will continue and accordingly, the current situation bears no impact on management's going concern assumption. However, it is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Entity in future periods

These carve-out financial statements do not reflect the adjustments to the carrying values and classifications of assets and liabilities, or to the reported expenses that would be necessary if the Entity were unable to realise its assets and settle its liabilities as a going concern in the normal course of operations. Such adjustments could be material.

2 ArrangementAgreement

Subsequent to December 31, 2019, American Creek Resources Ltd. (the "Company'') intends to strategically reorganize its exploration business.

In connection with the reorganization, the Entity will complete the acquisition of the Dunwell, Gold Hill, and Dr McBride projects and assume the Silver Side, Ample Goldmax and Glitter King projects under option from the Company to be paid by the issuance of 45,ooo,ooo common shares of the Entity ("SpinCo Shares") to the Company. The Company will then complete a share capital reorganization by way of a statutory plan of arrangement ("Arrangement") whereby the Company will spin-out the SpinCo shares to the Company's shareholders.

Upon closing of the Arrangement, the Entity will be owned exclusively by existing shareholders of the Company, keeping their identical proportion to their pre-Arrangement shareholdings of the Company.

Closing of the Arrangement is subject to several conditions including, but not limited to, approval by The Company shareholders and receipt of court and necessary regulatory approvals.

These carve-out financial statements reflect the assets, liabilities, expenses and cash flows of the operations included in the exploration business to be spun out by the Company.

B Basis of preparation

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

Notes to Carve-Out Financial Statements December BLrzotg and zorS

(expressed in Canadian dollars)

The purpose of these carve-out financial statements is to provide general purpose historical financial information of the Entity in connection with the Arrangement detailed in note z. Therefore, these carve-out financial statements present the historical financial information of the Company that make up the Entity, either fully, or partially, where only specifically identifiable assets and liabilities are included, and allocations of shared income and expenses of the Company that are attributable to the Entity.

These carve-out financial statements were approved for issuance by the Company's board of directors ("Board") on October !5,2o2o.

These carve-out financial statements have been prepared on a historical cost basis except as disclosed in the significant accounting policies in note 4. They are presented in Canadian dollars which is the Company's functional currency.

The basis of preparation for the carve-out statements of financial position, loss and comprehensive loss, cash flows and changes in equity of the Entity have been applied. The carve-out financial statements have been extracted from historical accounting records of the Company with estimates used, when necessary, for certain allocations.

• The carve-out statements of financial position reflect the assets and liabilities recorded by the Company which have been assigned to the Entity on the basis that they are specifically identifiable and attributable to the Entity; a
• The carve-out statement of loss and comprehensive loss included a pro-rata allocation of the Company's income and expenses incurred in each of the periods presented based on the percentage of exploration and evaluation activity on the carve-out exploration and evaluation assets, compared to the expenditures incurred on all of the Company's exploration and evaluation assets, and based on specifically identifiable activities attributable to the Entity. The allocation of income and expense for each period presented is as follows: aorg and rorS - ro%. The percentages are considered reasonable under the circumstances; a
• lncome taxes have been calculated as ifthe Entity had been a separate legal entity and had filed separate tax returns for the period presented. a

Management cautions readers of these carve-out financial statements that the Entity's results do not necessarily reflect what the results of operations, financial position, or cash flows would have been had the Entity 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 Entity's future income and operating expenses. The Company's investment in the Entity, presented as equity in these carve-out financial statements, includes the accumulated total loss and comprehensive loss of the Entity

Notes to Carve-Out Financial Statements December 91, 2<119 and zorS

(expressed in Canadian dollars)

4 Significant accounting policies

The accounting policies set out below have been applied consistently to all periods presented in these carve-out financial statements, except as disclosed under the Standards, Amendments and Interpretations Not Yet Effective.

Financial instruments

Financial Instruments

Classification

The Company classifies its financial instruments in the following categories: at fair value through profit or loss ("IryTPL"), at fair value through other comprehensive income Qoss) ("FVIOCI") or at amortized cost. The Company determines the classification of financial assets at initial recognition. The classification of debt instruments is driven by the Company's business model for managing the financial assets and their contractual cash flow characteristics. Equity instruments that are held for trading are classified as FVTPL. For other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument-byinstrument basis) to designate them as at FVTOCI. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or the Company has opted to measure them at FVTPL.

Measurement

Financial dssefs at FVTOCI

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

Financial assers and liabilities at qmortized cost

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

Financial assefs and liabilities at FYTPL

Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transactions costs expensed in the statements of comprehensive loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are recorded in the statements of comprehensive loss in the period in which they arise.

Impairment of financial assets at amortized cost

Notes to Carve-Out Financial Statements December Strzorg and zorS

(expressed in Canadian dollars)

The Company recognized a loss allowance for expected credit losses on financial assets that are measured at amortized cost.

At each reporting date, the Company measures the loss allowance for the financial asset at an amount equal to the lifetime expected credit losses ifthe credit risk on the financial asset has increased significantly since initial recognition. If at the reporting date, the financial asset's credit risk has not increased significantly since initial recognition, the Company measures the loss allowance for the financial asset at an amount equal to the twelve month expected credit losses. The Company recognize in the statements of comprehensive loss, as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized.

Derecognition

Financial ossefs

The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all ofthe associated risks and rewards of ownership to another entity.

Financial liabilities

The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expire. The Company also derecognizes a financial liability when the terms of the liability are modified such that the terms and / or cash flows of the modified instrument are substantially different, in which case a new financial liabiliry- based on the modified terms is recognizcd at fair value. Gains and losses on derecognition are generally recognized in profit or loss.

Exploration and evaluation assets

Once the legal right to explore a property has been acquired, costs directly related to exploration and evaluation assets are recognized and capitalized, in addition to the acquisition costs. These direct expenditures include such costs as materials used, surveying costs, drilling costs, and payments made to contractors. Costs not directly attributable to exploration and evaluation assets activities, including general administrative costs, are expensed inthe period in which they occur.

The Company may occasionally enter into option-out arrangements, whereby the Company will transfer part of a mineral interest, as consideration, for an agreement by the transferee to meet certain mineral property expenditures which would have otherwise been undertaken by the Company. The Company does not record any expenditures made by the optionee on its behalf. Any cash or other consideration received from the agreement is credited against the costs previously capitalized to the mineral interest given up by the Company, with any excess accounted for as a gain on disposal.

When a project is deemed to no longer have commercially viable prospects to the Company, exploration and evaluation assets expenditures in respect ofthat project are deemed to be impaired. As a result, those exploration

American Creek Resources Ltd. Notes to Carve-Out Financial Statements December St, zo7.g and zorS

(expressed in Canadian dollars)

and evaluation assets expenditures, in excess of estimated recoveries, are written offto the statement of loss and comprehensive loss. The Company assesses exploration and evaluation assets for impairment when facts and circumstances suggest that the carrying amount of a cash generating unit may exceed its recoverable amount.

Once the technical feasibility and commercial viability of extracting the mineral resource has been determined, the property is considered to be a mine under development and is classified as "mine under construction". Exploration and evaluation assets are also tested for impairment before the assets are transferred to mine under construction.

As the Company currently has no operational income, any incidental revenues earned in connection with exploration activities are applied as a reduction to capitalized costs.

Reclamation bonds

Cash which is held by a third party and is subject to contractual restrictions on use is classified separately as reclamation bonds.

Property and equipment

The initial cost of an asset comprises its purchase price or construction cost, any costs directly attributable to bringing the asset into operation, the initial estimate of any decommissioning obligation, if any, and, for qualifying assets, borrowing costs. The purchase price or construction cost is the aggregate amount paid and the fair value of any other consideration given to acquire the asset.

Assets are carried at cost, less accumulated depreciation and accumulated impairment losses. Depreciation is recognized using the declining balance method at the following annual rates:

Computer and office equipment	3o%:o
Exploration equipment	30%
Furniture and fixtures	ZO%o
Vehicles	30%
Buildings	s%

An item of property and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the item) is included in the statement of loss and comprehensive loss in the period the item is derecognized.

Residual values, depreciation methods and useful economic lives are reviewed and adjusted if appropriate, at each reporting date. Subsequent expenditures relating to an item of equipment are capitalized when it is probable that future economic benefits from the use ofthe assets will be increased. All other subsequent expenditures are recognized as repairs and maintenance.

Notes to Carve-Out Financial Statements December Btr2olg and zorS

(expressed in Canadian dollars)

Impairment of property and equipment and exploration and evaluation assets

At the end of each reporting period, the Company's assets are reviewed to determine whether there is any indication that those assets may be impaired. If such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment, if any. The recoverable amount is the higher of fair value less costs of disposal and value in use. Fair value less costs of disposal is determined as the amount that would be obtained from the sale of the asset in an arm's length transaction between knowledgeable and willing parties. In assessing value in use, the estimated future cash flows are discounted to their present value using a risk-free discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount and the impairment loss is recognized in the profit or loss for the period. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash generating unit ("CGU") to which the asset belongs. Each cash generating unit is determined by grouping assets according to their geographical location.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or CGU) is increased to the revised estimate of its recoverable amount, but to an amount that does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognized in profit or loss.

Income taxes

Income tax is recognized in profit or loss except to the extcnt that it relates to items recognized directly in equity, in which case it is recognized in equity. Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at period end, adjusted for amendments to tax payable with regards to previous years.

Deferred tax is recorded using the statement of financial position liability method, providing for temporary differences, between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: the initial recognition of assets or liabilities that affect neither accounting nor taxable loss. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted and are expected to apply when the deferred tax asset or liability is settled.

A deferred tax asset is recognized onlyto the extent that it is probable that future taxable income will be available against which the deductible temporary differences can be utilized. Deferred tax assets are recognized to the extent that it is probable that the assets can be recovered.

Additional income taxes that arise from the distribution of dividends are recognized at the same time as the liability to pay the related dividend. Deferred tax assets and liabilities are offset when there is a legally enforceable

American Creek Resources Ltd. Notes to Carve-Out Financial Statements December gr. zorg and eor8

(expressed in Canadian dollars)

right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.

Provisions for decommissioning liabilities

The Company recognizes liabilities for statutory, contractual, constructive or legal obligations associated with the retirement of exploration and evaluation assets and equipment, when those obligations result from the acquisition, construction, development or normal operation of the assets. The net present value of future rehabilitation cost estimates arising from the decommissioning of plant and other site preparation work is capitalized to mining assets along with a corresponding increase in the rehabilitation provision in the period incurred. Discount rates using a risk free rate that reflect the time value of money are used to calculate the net present value. The rehabilitation asset is depreciated on the same basis as mining assets.

The Company's estimates of reclamation costs could change as a result of changes in regulatory requirements, discount rates and assumptions regarding the amount and timing of the future expenditures. These changes are recorded directly to mining assets with a corresponding entry to the rehabilitation provision. The Company's estimates are reviewed annually for changes in regulatory requirements, discount rates, effects of inflation and changes in estimates. Changes in the net present value, excluding changes in the Company's estimates of reclamation costs, are charged to profit and loss for the period. At December gL, zotg and zor8, the Company estimates that there are no significant reclamation costs and have not recorded any provision for environmental rehabilitation.

Provisions

Provisions are recognized when the Company has a present obligation (legal or constructive) that has arisen as a result of a past event and it is probable that a future outflow of resources will be required to settle the obligations, provided that a reliable estimate can be made of the amount of the obligation. Provisions for environmental restoration, legal claims, onerous leases and other onerous commitments are recognized at the best estimates of the expenditures required to settle the Company's liability.

Significant accounting judgements and estimates

The preparation of these audited carve-out financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the carve-out financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. The carve-out financial statements include estimates which, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the carve-out financial statements, and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and the revision affects both current and future periods.

Notes to Carve-Out Financial Statements December 51,2olg and zor8

(expressed in Canadian dollars)

Significant assumptions about the future and other sources of estimation uncertainty that management has made at the statement of financial position date; that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to the following:

• a Deferred income tax assets are assessed by management at the end of the reporting period to determine the likelihood that they will be realized from future taxable earnings (note r4);
• a The Company evaluates the circumstances that may give rise to various commitments along with the likelihood they will occur to estimate any amount to be accrued in the statement of financial position (note \$);
• Impairment of the Company's exploration and evaluation assets is evaluated at the CGU level (note 7). The determination of CGU's requires judgment in defining the smallest identifiable group of assets that generate cash inflows that are largely independent of the cash inflows from other assets or groups of assets. CGU's have been determined based on similar geological structure, shared infrastructure, geographical proximity, commodity type and similar exposures to market risks. In testing for impairment, the recoverable amount of the Company's CGU's is determined based on the greater of the value-in-use and fair value less costs of disposal. There is no comparison available of quoted market prices for mineral properties therefore, the recoverable amount is based on estimates of reserves (if any), future precious metal prices, geographical location, prospective potential, and other relevant assumptions; and a
• Management has applied judgements in the assessment of the Company's ability to continue as a going concern when preparing its carve-out financial statements for the years ended December Bt, 2otg and zor8 (note r). Management prepares the carve-ont financial statements on a going concern basis unless management either intends to liquidate the entity or to cease trading or has no realistic alternative but to do so. In assessing whether the going concern assumption is appropriate, management takes into account all available information about the future, which is at least, but is not limited to, twelve months from the end of the reporting period. As a result of the assessment, management concluded the going concern basis of accounting is appropriate based on its profit and cash flow forecasts and access to replacement financing for the future twelve months. a

New Standards, Arnendments and Interpretations

Neu strrndc:rds and interpretations ad.opted

New standard IFRS 16 "I€ases"

This new standard replaces IAS rT "Leases" and the related interpretative guidance. IFRS 16 applies a control model to the identification of leases, distinguishing between a lease and a service contract on the basis of whether the customer controls the asset being leased. For those assets determined to meet the definition of a lease, IFRS 16 introduces significant changes to the accounting by lessees, introducing a single, on-balance sheet accounting model that is similar to current finance lease accounting, with limited exceptions for short-term leases or leases of low value assets. Lessor accounting is not substantially changed. The standard is effective for annual periods beginning on or after January r,2olg. The Company has adopted the standard effective January r, zor9. The adoption had no impact on the carve-out financial statements as the Company does not have any leases.

Notes to Carve-Out Financial Statements December Bt,2otg and zorS

(expressed in Canadian dollars)

Other accounting standards or amendments to existing accounting standards that have been issued but have future effective dates are either not applicable or are not expected to have a significant impact on the Company's carve-out fi nancial statements.

b Reclamation Bonds

The Company has posted bonds with the B.C. Ministry of Finance as security towards future site restoration work which will be released to the Company upon satisfactory completion of that work. The bonds were posted in relation to the following properties and amounts:

	20t9 \$	zorS \$
Ironmist Gold Hill Dunwell	16,ooo 8,ooo	1O,OOO t6,ooo
	24,OOO	z6,ooo

Notes to Carve-Out Financial Statements December 91, 2<119 and eorS

(expressed in Canadian dollars)

6 Propertyandequipment

	Computer and office equipment \$	Exploration equipment \$	Furniture and fixtures \$	Vehicles \$	Land and Buildings \$	Total \$
Cost - December 31,2017	40,136	269,500	56,895	77,055		443,586
Additions Disposals
Cost - December 31,2018	40,136	269,500	56,895	77,055	-	443,586
Additions Disposals	7,835 Iq7)O----l47tQ\			100,595	350,000	458,430
Cost - December 31, 2019	42,242	269.500	56,895	177 650	350 000	496 287
Accumulated depreciation - December 31,2017	(35,131 )	(256,1 35)	(52,167)	(76,562)		(41e,ee5)
Additions Disposals	(1,502)	(4,00e)	(e46)	(148)		(6,605)
Accumulated depreciation - December 31,2018	(36,633)	(260,144)	(53,1 1 3)	(76,710)		(426,600)
Additions Disposals	(1,054) 5,550	(2,806)	(7s6)	(6,631)	(1,250)	(12,497) 5,550
depreciation - Accumulated December 3'l ,2019			(32,137) (262,e50) (53,869) (83,341)			(1,250) (433,547)
Net carrying arnounts - Decenrber 31 , 201 I			782	345		16
December 31,2019

Notes to Carve-Out Financial Statements December Bt,2org and zorS

(expressed in Canadian dollars)

7 Errploration and evaluation assets

As at December 91, 2019, the Company's exploration and evaluation assets are located in British Columbia, Canada. Expenditures incurred on exploration and evaluation assets are as follows:

	Gold Hill, B.C., Ganada \$	Dunwell, B.C., Canada \$	Ample Goldmax, 8.C., Canada \$	Other Properties, B.C. Canada \$	Total \$
Acquisition costs - December 31,2018	336,1 00	542,000	40,500	59,000	977,600
Additions
Acquisition costs - December31,2019	336,100	542,000	40,500	59,000	977,600
Exploration costs - December 31,2018	448,703	26,166	20,429	5,104	500,402
Additions	79,391	838,475			9'17,866
Exploration costs - December 31, 2019	528,094	864,641	20,429	5,104	1,418,268
Other items during the year ended December 31,2019: Mining Exploration Tax Credit	(77.183\				?7.183\
Total December31,2019	787,011	1,406,641	60,929		64,104 2,318,685

Notes to Carve-Out Financial Statements

December Bar2otg and eorS

(expressed in Canadian dollars)

As at December 3r, zor8, the Company's exploration and evaluation assets are located in British Columbia, Canada. Expenditures incurred on exploration and evaluation assets are as follows:

	Gold Hill, 8.C., Canada \$	Dunwell, B.C., Canada \$	Ample Goldmax, B.C., Canada \$	Other Properties, B.C. Canada \$	Total \$
Acquisition costs - December 31,2017	336,1 00	542,000	40,500	59,000	977,600
Additions Acquisition costs -
December 31, 2018	336,1 00	s42,000	40,500	59,000	977,600
Exploration costs - December 31,2017	81,055	24,347	8,021	5,104	118,527
Additions	367.648	'1.819	2 404		381 .875
Exploration costs - December 31,2018	448,703	26,'166	20.429	5.'104
Total December31,2Q18	784,803	568,1 66	60,929		64,104 1,478,002

Notes to Carve-Out Financial Statements December gr, zorg and zorS

(expressed in Canadian dollars)

Gold Hill Property, British Columbia, Canada

The Gold Hill property is located near Fort Steele, British Columbia and was purchased on March g,2or1. Consideration paid for the Gold Hill property consisted of 5,794,444 shares issued to the vendor and 979,444 shares issued as an arms-length finder's fee with a fair value of \$o.o9 per share. Exploration costs in the amount of \$79,39r (zor8 - \$562,6q8) were incurred during the year. A Mining Exploration Tax Credit was also received during the year ended December 3t, zorg in the amount of \$77,r8gwhich offset the additions during the year.

Dunwell Propergr, British Columbia, Canada

The Dunwell property is a combination of three acquired properties and is located near Stewart, British Columbia. The first of the three properties, the Silvershot property was acquired through staking in the amount of \$4r2. The second property, the Dunwell properry, was purchased through the acquisition of a private company which holds roo% interest in the property by issuing 7,ooo,ooo shares for fair value of \$49o,ooo. The third property, the Bear River property, was purchased by issuing 8oo,ooo shares with fair value of \$5z,ooo. Exploration costs in the amount of \$898,475 (zor8 - \$r,Br9) were incurred during the year.

Ample Goldmax Propert5r, British Columbia, Canada

In zo16, the Company entered into an option agreement to acquire a too%o interest in the Ample Goldmax property located near Lillooet, British Columbia (note rg). The Ample Goldmax claims are subject to a z5% net profit royalty associated with any bulk sample as defined in the agreement. Acquisition costs in zorT included cash option palments of \$r7,ooo and the issuance of zoo,ooo common shares with a fair value of \$r4,ooo. Acquisition costs in zo16 included the issuance of roo,ooo common shares with a fair value of \$9,5oo. Exploration costs in the amount of \$Nil (zor8 - \$rz,4o8) were incurred during the year.

Other Properties, British Columbia, Canada

In zot6, the Company entered into option agreements to acquire a too%o interest in the Silverside Property located near Clearwater, British Columbia and the Glitter King Properly located on Pitt Island, British Columbia (note \$). Combined acquisition costs in zorT included cash option payments of \$3z,5oo and the issuance of 175,ooo common shares with a fair value of \$rz,z5o. Combined acquisition costs in zo16 included the issuance of r5o,ooo common shares with a fair value of \$r4,25o. Each of the claims are subject to a g% NSR royalty interest that can be purchased for \$5oo,ooo for eachLo/o interest purchased. Exploration costs in the amount of \$Nil (zor8 - \$Nil) were incurred during the year (note r3). During the year ended December gL,2oL7, the Red Tusk Property was fully impaired.

The Company owns roo% of the D-r McBride Property as at December 31, 2019 and zor8

Notes to Carve-Out Financial Statements December Strzorg and zorS

(expressed in Canadian dollars)

8 Related party transactions

During the year ended December B!,2o!g,the Company incurred the following related parly transactions

• a) Incurred management fees in the amount of \$zz,494 (zor8- \$rg,+8+) to a company controlled by the Company's Chief Executive Officer.
• b) Incurred management fees in the amount of \$16,4oo (zor8- \$8,+So) to a company controlled by the Company's Chief Financial Officer.

For the year ended December Sr, 2otg, the total remuneration of key management personnel was \$38,477 (zor8 - \$z+,gZZ) of management fees, \$4oZ (zor8 - \$g,SSZ) of capitalized exploration expenditures.

g Financiallnstruments

Fair value

IFRS Z cstablishcs a fair value hierarchy that prioritizes the input to valuation techniques used to measure fair value as follows:

Level r - quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level z - inputs other than quoted prices included in Level r that are observable for the asset or liability, either directly or indirectly: and

Level 3 - inputs for the asset or liability that are not based on observable market data.

As at Deccmbcr 3r, zor9, thc Company's financial instrumcnts arc comprised of reclamation bonds. The carrying value of reclamation bonds approximate their fair values due to the relatively short periods to maturity of these financial instruments.

Riskmanagement

The Company's risk exposures and the impact on the Company's financial instruments are summarized below:

Aedit risk

Credit risk is the risk of potential loss to the Company if a customer or counterparty to a financial instrument fails to meets its contractual obligations. The Company's credit risk is limited to the carrying amount on the statement of financial position and arises from the Company's reclamation bonds.

Notes to Carve-Out Financial Statements December gtrzotg and zor8

(expressed in Canadian dollars)

Liquiditg risk

Liquidity risk is the risk that the Company will not meet its financial obligations as they fall due. The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. The Company forecasts its cash needs on a regular basis and seeks additional financing based on those forecasts. There can be no assurance the Company will be able to obtain required financing in the future on acceptable terms. Since inception, the Company has financed its cash requirements primarily through issuance of common shares. All of the Company's financial liabilities have contractual maturities of 3o days or are due on demand and are subject to normal trade terms. In certain circumstances extended credit arrangements have been negotiated with vendors. All arrangements negotiated are on terms less than one year. See note r for further discussion on going concern and its impact on liquidity. The Company believes liquidity risk to be high.

Marketrisk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates and foreign exchange rates.

a) Interest rate risk

The Company's policy is to hold deposits in highly rated banking institutions. Interest on short and longterm debt arrangements are fixed and are specifically disclosed. Interest earned is negligible and therefore interest rate risk is low.

b) Foreign currencyrate risk

The Company is domiciled in Canada and its capital is raised in Canadian dollars and does not conduct regular business in any foreign country. Therefore, foreign currency rate risk is considered low.

1<r Contributions from American Creek Resources Ltd.

The Company's investment in the operations of the carve-out Entity is presented as contributions from the Company in the carve-out financial statements. Deficit/capital contributions represent the accumulated net contributions from the Company (relating to property and equipment and exploration and evaluation assets) and losses ofthe carve-out entity since January 1, 2018.

11 Capital Management

As a separate resource exploration activity, the Entity does not have share capital and its equity is a carve-out amount from the Company's equlty. The Entity has no debt and does not expect to enter into debt financing.

The Entity manages its capital structure and makes adjustments to it, based on the funds available to the Entity, in order to support the acquisition and exploration of exploration and evaluation assets. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Entity's management to sustain future development of the business. The properties in which the Entity currently has an interest are in the exploration stage; as such the Entity is dependent on external financing to fund

Notes to Carve-Out Financial Statements December 91, 2<119 and zorS

(expressed in Canadian dollars)

activities. ln order to carry out planned exploration and pay for administrative costs, the Entity will spend its existing working capital and raise additional funds as needed. The Entity will continue to assess new properties and seek to acquire an interest in additional properties ifit feels there is sufficient geologic or economic potential and ifit has adequate financial resources to do so.

There were no changes in the Entity's approach to capital management during the year ended December 3r , 2org. The Entity is not currently subject to externally imposed capital requirements.

t2 Segmented information

The Company operates in one reportable operating segment, being the exploration and development of exploration and evaluation assets in Canada.

18 Commitments

Mineral Property Acquisitions

During the year ended December 3r ,2ot6, the Company entered into three option agrccmcnts to acquirc a too% interest in the Ample Goldmax Property, the Glitter King Property and the Silverside Property. The terms of each of the agreements are as follows:

Ample Goldmax Property

\$7,ooo cash pa1'rnent within 5 business days of TSX-V approval (paid) and issuance of roo.ooo common shares within ro business days of TSX-V approval (issued with a fair value of \$9,Soo);

l'ean, t - \$ro,ooo cash paymcnt (paid), 2oo,ooo common shares issued to the optionor (issued with a fair value of \$r4,ooo) and \$r5,ooo in exploration work conducted on the property prior to the one year anniversary of the agreement;

Year z - \$r5,ooo cash payment, 25o,ooo common shares issued to the optionor and \$z5,ooo in exploration work conducted on the property prior to the two year anniversary ofthe agreement (in default);

Year g - \$3o,ooo cash payment, 3oo,ooo common shares issued to the optionor and \$75,ooo in exploration work conducted on the properly prior to the three year anniversary ofthe agreement (in default); and

Year 4 - \$roo,ooo in exploration work conducted on the property prior to the four year anniversary of the agreement.

The optionor will also retain a zS% bulk sample royalty on any net profits the Company receives from the extraction of a bulk sample as well as a g%o net smelter royalty ("NSR") which can be bought out anytime for \$5oo,ooo for each r% purchased.

Glitter King Property

\$7,Soo cash payment within 3o business days of TSX-V approval (paid) and issuance of too,ooo common shares to the optionor within ro business days of TSX-V approval (issued with a fair value of \$9,Soo);

16

Notes to Carve-Out Financial Statements

December gLrzolg and zorS

(expressed in Canadian dollars)

Year t - \$ro,ooo cash payment (paid), loo,ooo common shares issued to the optionor (issued with a fair value of \$7,ooo) and a minimum of \$ro,ooo in exploration work conducted on the property prior to the one year anniversary of the agreement;

Year z - \$zo,ooo cash payment, l5o,ooo common shares issued to the optionor and \$zo,ooo in exploration work conducted on the property prior to the two year anniversary of the agreement (in default);

Year 3 - \$3o,ooo cash payment, 2oo,ooo common shares issued to the optionor and \$z5,ooo in exploration work conducted on the property prior to the three year anniversary ofthe agreement (in default); and

Year 4 - \$35,ooo in exploration work conducted on the properLy prior to the four year anniversary of the agreement.

The optionor will also retain a g% NSRwhich can be bought out anytime for \$5oo,ooo for each r% purchased.

Silverside Property

\$5,ooo cash payment within 3o business days of TSX-V approval (paid) and issuance of 5o,ooo common shares to the optionor within to business days of TSX-V approval (issued with a fair value of \$4,75o);

Year t - \$ro,ooo cash payment (paid), 7;,ooo common shares issued to the optionor (issued with a fair value of \$5,z5o) and a minimum of \$5,ooo in exploration work conducted on the properfy prior to the one year anniversary of the agreement;

Year z - \$zo,ooo cash payment, loo,ooo common shares issued to the optionor and \$ro,ooo in exploration work conducted on the property prior to the two year anniversary ofthe agreement (in default);

Year 3 - \$go,ooo cash payment, 15o,ooo common shares issued to the optionor and \$go,ooo in exploration work conducted on the property prior to the three year anniversary ofthe agreement (in default); and

Year 4 - \$So,ooo in exploration work conducted on the properLy prior to the four year anniversary of the agreement.

The optionor will also retain a 3% NSR which can be bought out anytime for \$5oo,ooo for each r% purchased.

All cash payments, share payments and work commitment amounts in each of the agreements maybe accelerated at the Company's discretion. Though some of the agreements above are in default, the vendor has agreed to hold the agreement in good standing pending further negotiation of the terms.

Notes to Carve-Out Financial Statements December gt,2olg and zor8

(expressed in Canadian dollars)

t4 fncome taxes

The income tax provision recorded differs from the income tax obtained by applying the statutory income tax rate to the income for the year, and is reconciled as follows:

	20t9 \$	zorS \$
Loss before income taxes Statutory rate	(gs,szz) z7.ooo/o	(6s,zg8) z7.oo%o
Anticipated income tax recovery at the combined basic federal and provincial tax rate Increases resulting from	(25,198)	(r7,zz5)
Unrecognized tax asset	z\,t98	t7,zzs
Total income tax recovery

The components of the deferred income tax balance are as follows

	2Ot9	zorS
	\$	\$
Non-capital loss carry forwards	42,424	17,225
Less: Def'erred tax asset not recorded	42,424 l4z,4z4)	17,225 (rz,zzsi)

The Entity has not recorded its deferred income tax asset because of its history of net operating losses since inception.

The Entity has incurred losses of \$t57,tzg for tax purposes which are available to reduce future taxable income. The losses will expire as follows:

		\$
zo38		6s,798
2039		93,327
		t57,t25

r8

SCHEDULE "D'' to Stinger Resources lnc. Listing Application

CARVE.OUT MANAGEMENT DISCUSSION AND ANALYSIS OF AMERICAN CREEK FOR THE YEAR ENDED DECEMBER 31,2019

(see attached)

American Creek Resources Ltd. Galve-Out Managementos Discussion and Analysis

Forthe Yeats Ended December 31,2479 and 2018

GENERAL

The following Management Discussion and Analysis ("MD&A") of American Creek Resources Ltd. Carve-out (the "Entity" or "Carve-out") has been prepared by management, in accordance with the requirements of National lnstrument 51-102 ("Nl 51-102') as of October 13, 2020 and should be read in conjunction with the audited carveout financial statements of the Entity for the year ended December 31,2019 and 2018 and the related notes contained therein which have been prepared under lnternational Financial Reporting Standards ("IFRS"). The information contained herein is not 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 financial information in this MD&A has been prepared in accordance with IFRS and all dollar amounts are quoted in Canadian dollars, the reporting currency of the Entity, unless specifically noted.

Management of American Creek Resources Ltd. ('American Creek") 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 anQ MD&A, is complete and reliable. The Entity's Board of Directors follows recommended corporate governance guidelines for public companies to ensure transparency and accountability to shareholders. The board's audit committee meets with management quarterly to review the financial statements including the MD&A and to discuss other financial, operating and internal control matters.

FORWARD LOOKING STATEMENTS

lnformation set forth in this MD&A may involve forward-looking statements under applicable securities laws. Forward- looking statements are statements that relate to future events. ln this context, forward-looking statements often address expected future business and financial performance, and often contain words such as "anticipate", "believe", "plan", "estimate", "expect", and "intend", statements that an action or event "may'', "might", "could", "should", or "will" be taken or occur, or other similar expressions. All statements, other than statements of historical fact, included herein including, without limitation; statements about the size and timing of future exploration on and the development of the Entity's properties are forward-looking statements. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the Entity's actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. 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 Entity 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. lmportant factors that could cause actual results to differ materially from our expectations are disclosed in the Entity's documents filed from time to time via SEDAR with the Canadian regulatory agencies to whose policies the Entity is bound. lnvestors are cautioned against attributi ng undue certainty to forward-looking statem ents.

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).

DESCRIPTION OF BUSINESS AND OVERVIEW

The Entity is a mineral exploration entity focused on primarily gold and silver exploration properties in British Columbia, Canada. The Entity's principal property is the Dunwell Project located near Stewart, BC. in what is known as the "Golden Triangle." The Entity also holds various other exploration properties in other regions in British Columbia.

SIGNIFI CANT EVENTS/OVERALL PERFORMANCE

Subsequent to December 31,2019, American Creek Resources Ltd. ("American Creek") intends to strategically reorganize its exploration business.

ln connection with the reorganization, the Entity will complete the acquisition of the Dunwell, Gold Hill, and D-1 McBride projects and assume the Silver Side, Ample Goldmax and Glitter King projects as well as under option from the Company as well as certain property and equipment to be paid by the issuance of 45,000,000 common shares of the Entity ("SpinCo Shares") to the Company. The Company will then complete a share capital reorganization by way of a statutory plan of arrangement ('Arrangement") whereby the Company will spin-out the SpinCo shares to the Company's shareholders.

Upon closing of the Arrangement, the Entity will be owned exclusively by existing shareholders of the Company, keeping their identical proportion to their pre-Arrangement shareholdings of the Company.

Closing of the Arrangement is subject to several conditions including, but not limited to, approval by The Company shareholders and receipt of court and necessary regulatory approvals.

These carve-out financial statements reflect the assets, liabilities, expenses and cash flows of the operations included in the exploration business to be spun out by the Company.

MINERAL PROPERTIES

Dunwell Propeftv. Stewaft, British Columbia

The 2,222 hectare Dunwell Mine property is part of a highly strategic package of mineral claims acquired through numerous acquisitions over the years by American Creek starting in 2016 which includes the past producing Dunwell Mine (closed during World War ll in 1941). The Portland Canal valley was the first area to be explored in the Stewart region and is so rich with showings that a checker board of small claim ownership has existed for a better part of a century resulting in a lack of large scale geological work and development. lt is evident that large scale potential exists. The Dunwell Mine Property covers 5.5 km of the heavily mineralized Portland Canal Fissure Zone (a zone of faulting and shearing that trends north dips steeply west and hosts a vein system that extends southward for 6.5 kilometers from the Victoria/Dandy occurrence on the north, through the Dunwell mine across Glacier Creek to the Ben Boldt Occurrence).

A small exploration program was conducted by the Entity during the year ended 2017 incurring exploration costs in the amount of \$23,935. During the year ended 2018, costs of \$1,819 related to analysis of the 2017 exploration program were incurred. ln 2019, American Creek completed a diamond drill program totaling 3,246 meters. Drill results were reported on February 27,2020 and can be found on the American Creek's website. Exploration costs in the amount of \$838,475 (2018 - \$1,819) were incurred during the year.

Gold Hill Propeftv. Stewaft. British Columbia

The 100% owned Gold Hill property covers approximately 836 hectares and is located along the western edge of the Kimberly Gold Trend in the Fort Steele Mining Division near Cranbrook, BC. The property contains a significant portion of the Boulder Creek drainage, a headwater tributary of the Wild Horse River, considered to be one of the greatest gold rivers in the entire province. Gold rushes have taken place there since the 1860's that have yielded 48 tonnes of reported gold, making it Canada's 4th largest placer producer. The majority of the gold recovered from the Wild Horse was located along a 6 km stretch between Boulder Creek (upstream) and Brewery Creek (downstream). Early efforts by Cominco and others to locate the source of the Wild Horse placer gold led explorers up Boulder Creek to what is now called the Gold Hill property.

During the year ended 2019, \$79,391 (2018 - \$367,648) was spent on exploration work to compile and create geological reports for further work recommendations and to provide general maintenance on the claims. A Mining Exploration Tax Credit was also received during the year in the amount of \$77,183 which offset the additions during the year. Assay results were included in the Entity's press release dated March 15,2019 and can be found on American Creek's website.

D-l McBride Propertv, Stewart, British Columbia

The D1-McBride property covers approximately 2,661 hectares and is located in the Liard Mining Division about 64 km southeast of Dease Lake. ln August of 2020 the property was expanded from its original 34 hectares by another 2,627 hectares. The additional claims expand the property to cover the projected trace of the exposed veining system, the fault system believed to be related to the mineralization and major regional faults. No exploration work was completed on the property during the year.

Silverside Propeftv, Stewart. British Columbia

The Silver Side Property is located in the Kamloops mining division approximately 20 km north of Clearwater, BC and approximately 50 km west of lmperial Metal's Ruddock Creek lead/zinc deposit. Past exploration work on the property resulted in showings of very high grade mineralization silver, lead and zinc. The property is being acquired through a four year option agreement. (See payment terms in the December 31, 2019 carve-out audited financial statements and American Creek's press release dated September 15, 2016.) No exploration expenses were incurred during the year.

Ample Goldmax Propertv, Stewart, British Columbia

The Ample Goldmax property package spans 1,044 hectares and is located approximately 8 km west of Lillooet, BC. The property demonstrates an excellent exploration target in the search for an economic deposit of gold with associated silver and copper. The propedy is being acquired through a four year option agreement. (See payment terms in the December 31, 2019 carve-out audited financial statements and American Creek's press release dated September 1 5, 201 6.) Exploration costs in the amount of \$nil (201 B - \$12,408) were incurred during the year.

Glitter Kina Propertv. Stewart, British Columbia

The Glitter King Property is located on the eastern side of Pift lsland approximately 90 km south of Prince Rupert, BC. The property is part of the southern extension of the Alexander Terrane which is host to numerous significant massive sulphide deposits with copper, gold, silver, lead and zinc. The property is being acquired through a four year option agreement. (See payment terms in the December 31, 2019 carve-out audited flnancial statements and American Creek's press release dated September 15,2016.)

SELECTED ANNUAL INFORMATION

The following is a summary of certain selected annual financial information for the most recent three fiscal years.

		Year Ended		Year Ended	Year Ended
		December 31,	December 31,		December 31,
		2019		2018 udited	2017 ited)
Total Revenues		Nil	\$	Nit	\$ Nil
Net Loss		93,327		63,798	75,437
TotalAssets		2 805 425		1478002	1,165,359
Long-term Liabilities	\$	2,962,550	\$	1,584,786	\$ 1,089,922

SUMMARY OF QUARTERLY RESULTS

The following is a summary of certain selected unaudited financial information for the most recent eight fiscal quarters.

	Dec 31	Sept 30,	Jun 30,	Mar 31	Dec 31,	Sept 30,	Jun 30,	Mar 3'1,
	2019	2019	2019	2019	2018	2018	2018	2018
Net income			5	17	1		6

Discussion

The Company is an exploration company without revenues.

The operating results of junior exploration companies are capable of demonstrating wide variations from period to period and year to year due to variances in exploration expenditures and write-downs of mineral properties. Other than the descriptions regarding administrative costs already discussed, management of Affinity Metals does not believe that meaningful information about the Company's operations can be derived from an analysis of quarterly fluctuations in any more detail than presented herein.

RESULTS OF OPERATIONS

The Entity is still in the exploration stage without any producing properties.

Expenses	Notes	Year ended	Year ended
		December 31, 2019		December 31,2018
Advertising and promotion		11,133		5,912
Business development and property
investigation		3J20		2,864
Corporate communications		2,114		2,867
Depreciation on equipment	2	t2,+vt		6,605
Filing and transfer agent fees		1,s29		1,300
Management fees	3	38,477		24,377
Office and administration	4	17,634		12,098
Professional fees		6,644		7,775
Total expenses		\$ 93,148 \$		63,798

Notes

1. Advertising and promotion for the year ended December 31,2019 was higher than the year ended December 31,2018 as a result of an increase in advertising and promotional services retained during the year.

2. Depreciation on equipment for the year ended December 31, 2019 was higher than the year ended December 31,2018 due to the Entity purchasing additional property and equipment during the year.

3. Management fees were higher in the year ended December 31,2019 than the year ended December 31, 2018 due to the Entity providing additional incentives to retain management during the year.

4. Office and administration costs were higher in the year ended December 31,2019 than the year ended December 31, 2018 due to the Entity increasing its activities during the year in exploration and advertising and promotion.

Three months ended December 31,2019 and 2018

Expenses	Notes	Three months ended	Three months ended
		December 31,2019	December 31,2018
Advertising and promotion	\$	2,487 \$	1,480
Business development and property
investigation		977	689
Corporate communications		465	1,61',1
Depreciation on equipment		7,721	1,651
Management fees		7,871	4,056
Office and administration		3,390	2,726
Professional fees		5,310	3,960
	\$	28,221 \$	16,173

There were no significant variations in operating expenses during the three months ended December 31, 2019 and 2018.

LIQUI DITY AND CAPITALIZATION

Wo*inq Capital

The Entity had no working capital as at December 31, 2019 and December 31,2018. Please refer to Note 1 (going concern).

Lonq-Term Liabilitv

The Entity had no long-term liabilities as at December 31, 2019 and 2018.

RELATED PARTY TRANSACTIONS

Kev Manaqement Person nel :

Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Entity. The Entity has determined that key management personnel consist of executive and non-executive members of the Entity's Board of Directors and corporate officers.

During the years ended December 31 ,2019 and 2018, there were no related party transactions, except as disclosed in note 8 of the year end audited carve-out financial statements.

As at December 31 , 2019 and 2018, the following amounts were due to American Creek:

As at	As at
December 31,	December 31,
2019	2018

OFF.BALANCE SHEET ARRANGEMENTS

The Entity has no undisclosed off-balance sheet arrangements or off-balance sheet financing structures in place.

PROPOSED TRANSACTIONS

Please refer to the "Significant Events/Overall Performance" note for details regarding the Arrangement.

CHANGE IN ACCOUNTING POLICIES

Please refer to thg carve-out financial statements for the years ended December 31,2019 and 2018.

FUTURE ACCOUNTING CHANGES

Please refer to the carve-out financial statements for the years ended December 31, 2019 and 2018

CRITICAL ACCOUNTING ESTIMATES

Please refer to the carve-out financial statements for the years ended December 31 , 2019 and 2018

FINANCIAL INSTRUMENTS

Please refer to the carve-out financial statements for the years ended December 31, 2019 and 2018

RISKS AND UNCERTAINTIES

The Company's risk exposures and the impact on the Company's financial instruments are summarized below:

Credit risk

Credit risk is the risk of potential loss to the Company if a customer or counterparty to a financial instrument fails to meets its contractual obligations. The Company's credit risk is limited to the carrying amount on the statement of financial position and arises from the Company's reclamation bonds.

Liquidity risk

Liquidity risk is the risk that the Company will not meet its financial obligations as they fall due. The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. The Company forecasts its cash needs on a regular basis and seeks additional financing based on those forecasts. There can be no assurance the Company will be able to obtain required financing in the future on acceptable terms. Since inception, the Company has financed its cash requirements primarily through issuance of common shares. All of the Company's financial liabilities have contractual maturities of 30 days or are due on demand and are subject to normaltrade terms. ln certain circumstances extended credit arrangements have been negotiated with vendors. All arrangements negotiated are on terms less than one year. See note '1 for further discussion on going concern and its impact on liquidity. The Company believes liquidity risk to be high.

Market risk

Market risk is the rlst( of loss that may arise from changes in market factors such as interest rates and foreign exchange rates.

lnterest rate risk

The Company's policy is to hold deposits in highly rated banking institutions. lnterest on short and long-term debt arrangements are fixed and are specifically disclosed. lnterest earned is negligible and therefore interest rate risk is low.

Foreign cunency rate risk

The Company is domiciled in Canada and its capital is raised in Canadian dollars and does not conduct regular business in any foreign country. Therefore, foreign currency rate risk is considered low.

SCHEDULE "E'' to Stinger Resources lnc. Listing Application

AMERTCAN CREEK (UNAUDTTED) CARVE-OUT FTNANCIAL STATEMENTS FOR THE INTERIM NINE MONTH PERIOD ENDED SEPTEMBER 30, 2O2O

(see attached)

American Creek Resources Ltd. Canre-Out

Carve-Out Interim Financial Statements September Bo, 2o2o (Unaudited - Prepared by Management) (Expressed in Canadian dollars)

Carve-Out Interim Statements of Financial Position

For the period ended September go, 2o2o and December 31, 2rr19

(unaudited - prepared by Management) (expressed in Canadian dollars)

	September 30, 2020 \$	December 31, 2019 \$
Assets
Current assets
Marketable securities (note 8)	4,831,722
	4,831,722
Reclamation bonds (note 5)	24,000	24,000
Property and equipment (note 6)	404,475	462,740
Exploration and evaluation assets (note 7)	2,886,284	2,318,685
	8,146,481	2.805.425
Liabilities and Shareholders' Equity
Contributions from American Creek Resources lnc. (notes 2, 3 and 11)	4,443,386	2,962,550
Deficit	3,703,095	n57.125\
	8,146,481	2,805,425

Golng concern (note 1) Gommitments (note'14)

See accompanying notes to these carve-out financial statements.

Approved bythe Board of Directors

"DarrenR, Blaney"

Director "Robert N. Edutards" Director

Carve-Out Interim Statements of Loss and Comprehensive Loss

For the periods ended September 3o,

(unaudited - prepared by management) (expressed in Canadian dollars)

		Three months ended September 30		Nine months ended September 30
	2020 \$	2019 \$	2020 \$	2019 \$
Expenses
Advertising and promotion	1,509	5,1 30	4,742	8,646
Business development and property
investigation	912	750	3,804	2,143
Corporate com munications	461	785	1,460	1,649
Depreciation on equipment (note 6)	10,223	2,417	32,601	4,775
Listing and transfer agent fees	394		1,557	1,560
Management fees (note 9)	10,050	16,571	40,150	30,606
Office and administration	2,830	7,454	8,734	14,380
Professional fees	998	71		334
Other
Loss sale of equipment Unrealized gain on marketable securities			(456)
(note 8)	1,974,704		3,963,393
Net and comprehensive income (loss)	1,944,327	(32,637)	3,860,220	(65,093)

Carve-Out Statements of Changes in Equity

For the periods ended September 3o,

(unaudited - prepared by management) (expressed in Canadian dollars)

	Gontributions from American Creek Resources Ltd. \$	Deficit \$	Total \$
Balance as at January 1,2020	2,962,550		(157,125) 2,805,425
Contributions from American Creek Resources Ltd.	1,480,836		1,480,836
Net and comprehensive income		3,860,220	3,860,220
Balance as at September 30, 2020	4,443,386	3.703.095	8.146.481
Balance as at January 1,2019	1,584,786	(63,798)	1,520,988
Contributions from American Creek Resources Ltd.	551,433		551,433
Net and comprehensive loss		(65,093)	(65,093)
Balance as at September 30, 2019	2,136,219	(128,891\	2,007,328

Carve-Out Statements of Cash Flows

For t{re period ended September 3o,

(expressed in Canadian dollars)

	September 30 2020 \$	September 30 2019 \$
Operating activities Net income (loss) for the period Items not affecting cash	3,860,220	(65,0e3)
Depreciation on equipment Loss on sale of equipment Change in fair value of marketable securities	32,601 456 (3,963,393)	4,775_
Cash used in operating activities	(70,116)	(60.318)
Financing activities Contributions from American Creek Resources Ltd.	612,507	551,433
Cash provided by financing activities	612,507	551,433
lnvesting activities Expenditures of exploration and evaluation assets Purchase of equipment Proceeds on sale of equipment Net recovery (payment) of reclamation bond	(567 ,599) (7 ,292\ 32 ,500	(433,620) (4e,4e5) (8,000)
Cash used in investing activities	(542,391)	(491,1 15)
lncrease in cash
Cash - beginning
Gash - end

Notes to Carve-Out Financial Statements September go, 2o2o

(expressed in Canadian dollars)

¹ Nature of operations and going concern

American Creek Resources Ltd. Carve-Out (the "Entity") is engaged in the exploration and development of mineral properties in Canada and has not yet determined whether its properties contain ore reseryes that are economically recoverable.

The head office and principal address of the Company is 9z - znd Ave W, Cardston, AB, Canada, ToK oKo. The Company's registered address and records office is 7oo - gthAve SW, Suite 3ooo, Calgary, Alberta, Canada, TzP sv4.

Going concern

These carve-out financial statements have been prepared using International Financial Reporting Standards ("IFRS") as they applyto a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of operations. The Entity is in the exploration stage and has not generated revenue from operations. The Entity generated net income of \$3,86o,22o during the nine months ended September So,2o2o (zotg - net loss of \$65,o93), generated negative cash flows from operating activities of \$7o,116 (zo19 - \$6o,g18) and, as of that date the Company's retained earnings were \$3,7o3 ,og5 (zotg - deficit of \$r57,r25) and working capital was \$4,83r,722 (zotg - \$Nil). As the Entity is in the exploration stage, the recoverability of the costs incurred to date on exploration properties is dependent upon the existence of economically recoverable reserves, the ability of the Entity to obtain the necessary financing to complete the exploration and development of its properties and upon future profitable production or proceeds from the disposition ofthe properties and deferred exploration expenditures. These factors indicate the existence of material uncertainties that rnay cast significant doubt about the Entity's ability to continue as a going concern, and accordingly, the appropriateness of the use of accounting principles applicable to a going concern.

In addition, the outbreak of the novel strain of coronavirus, specifically identified as "COVID-I9", has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused material disruption to businesses globally resulting in an economic slowdown. Global equity markets have experienced significant volatility and weakness. Governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions. The duration and impact of the COVID-I9 outbreak is unknown at this time, as is the efficacy of the government and central bank interventions. It is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Entity and its operating subsidiaries in future periods. Due to the worldwide COVID-19 outbreak, material uncertainties may come into existence that could influence management's going concern assumption. Management cannot accurately predict the future impact COVID-r9 may have on:

• . Global oil prices;
• . Demand for base metals;
• o The severity and the length of potential measures taken by governments to manage the spread of the virus and their effect on labour availability and supply lines;
• o Availability of essential supplies;
• o Purchasing power ofthe Canadian dollar; and
• . Abilityto obtain funding.

Notes to Carve-Out Financial Statements September Bo, 2o2o

(expressed in Canadian dollars)

At the date ofthe approval ofthese carve-out financial statements, the Canadian government has not introduced measures which impede the activities of the Entity. Management believes the business will continue and accordingly, the current situation bears no impact on management's going concern assumption. However, it is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition ofthe Entity in future periods

These carve-out financial statements do not reflect the adjustments to the carrying values and classifications of assets and liabilities, or to the reported expenses that would be necessary if the Entity were unable to realise its assets and settle its liabilities as a going concern in the normal course of operations. Such adjustments could be material.

at Arrangement Agreement

Subsequent to September 30, 2o2o, American Creek Resources Ltd. (the "Company") intends to strategically reorganize its exploration business.

In connection with the reorganization, Stinger Resources Inc. ("Stinger" or "SpinCo") will complete the acquisition of its interest in the Dunwell, Gold Hill, and D-r McBride projects and assume the Silver Side, Ample Goldmax and Glitter King projects under option by the Company for \$8,146,48r to be paid by the issuance of 45,ooo,ooo common shares ("SpinCo Shares") to the Company. The Company will then complete a share capital reorganization by way of a statutory plan of arrangement ("Arrangement") whereby the Company will spin-out the SpinCo shares to the Company's shareholders.

Upon closing of the Arrangement, the Entity will be owned exclusively by existing shareholders of the Company, keeping their identical proportion to their pre-Arrangement shareholdings of the Company.

Closing of the Arrangement is subject to several conditions including, but not limited to, approval by the Company's shareholders and receipt ofcourt and necessary regulatory approvals. These carve-out financial statements reflect the assets, liabilities, expenses and cash flows of the operations included in the exploration business to be spun out by the Company.

B Basis of preparation

Statement of compliance

The carve-out condensed interim financial statements of the Company have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issuedbythe InternationalAccounting Standards Board ("IASB") and interpretations of the International Financial Reporting Interpretations Committee ("IFRIC"). These carve-out condensed interim financial statements have been prepared in accordance with IAS 34, Interim Financial Reporting ("IAS g4').

These carve-out interim unaudited condensed financial statements do not include all of the information required for full annual financial statements and is intended to provide users with an update in relation to events and transactions that are significant to an understanding ofthe changes in financial position and performance ofthe Company since the end of the last annual reporting period. It is therefore recommended that this carve-out unaudited condensed interim financial report be read in conjunction with the annual financial statements of the

Notes to Carve-Out Financial Statements September 3<r, 2o2o

(expressed in Canadian dollars)

Company for the year ended December 31, 2019. The effects of the adoption of new and amended IFRS pronouncements have been disclosed below in these carve-out condensed interim financial statements.

The accounting policies and methods of application applied by the Company in these carve-out condensed interim financial statements are the same as those applied in the Company's most recent annual financial statements for the year ended December 3L,2olg.

These financial statements were approved for issuance by the Company's board of directors ("Board") on December 70,2o2o.

These financial statements have been prepared on a historical cost basis except as disclosed in the significant accounting policies in note 4. They are presented in Canadian dollars which is the Company's functional currency.

4 Significant accounting policies

The accounting policies followed in these carve-out unaudited financial statements have been applied consistently to all periods presented in these financial statements. There are no new standards issued but not yet effective up to the date of these financial statements.

S Reclamation Bonds

The Company has posted bonds with the B.C. Ministry of Finance as sectrrity towards ftiture site restoration work which will be released to the Companv upon satisfactory completion of that work. The bonds were posted in relation to the tbllowing properties and amounts:

	September 3o, 202(J \$	December 3t, 20a9 \$
Gold Hill	16,ooo	16,ooo
Dunwell	8,ooo	B,ooo
	24,OOO	24,OOO

Notes to Carve-Out Financial Statements September go, 2o2o

(expressed in Canadian dollars)

6 Property and equipment

	Computer and office equipment \$	Exploration equipment \$	Furniture and fixtures \$	Vehicles \$	Land and Buildings \$	Total \$
Cost - December31,2018	40.1 36	269,500	56,895	77,055		443,586
Additions Disposals	7,835 (s,729\			100,595	3s0,000	458,430 (5,729\
Cost - December 31 , 201 I	42,242	269,500	56,895	177,650	350,000	896,287
Additions Disposals	1,394			(32,500)		1,394 (32,s00)
Cost - September 30,2020	43,636	269,500	56,895	145,150	350,000	865,1 81
Accumulated depreciation December 31,2018	(36,633)	(260,144)	(53,1 1 3)	(76,710)		(426,600)
Additions Disposals	(1,054) 5,550	(2,806)	(756)	(6,631)	(1,250)	(12,497) 5,550
Accumulated depreciation - December 31, 2019	(32,137',)	(262,es0)	(s3,869)	(83,341)	(1,250)	(433,547)
Additions Disposals	(2,640)	(1,474)	(452)	(16,832) 5,444	(11,203)	(32,601) 5,444
Accumulated depreciation 2020 September 30,			(34,777) (264,424) (54,323\ (94,729\		(12,453\	(460,706)
Net carrying amounts - December 31,2019	105	6 550			750	462 740
September 30,2020

4

Notes to Carve-Out Financial Statements September Bo, 2o2o

(expressed in Canadian dollars)

7 Exploration and evaluation assets

As at September 30, 2o2o, the Company's exploration and evaluation assets are located in British Columbia, Canada. Expenditures incurred on exploration and evaluation assets are as follows:

	Gold Hill, 8.C., Canada \$	Dunwell, 8.C., Canada \$	Ample Goldmax, B.C., Canada \$	Other Properties, B.C. Canada \$	Total \$
Acquisition costs - December 31,2019	336,1 00	542,000	40,500	59,000	977,600
Additions		261,475		6,514	267,989
Acquisition costs - September 30,2020	336,1 00	803,475	40,500		65,514 1,245,589
Exploration costs - December 31,2019	450,911	864,641	20,429	5,104	1,341,085
Additions	17,016	238,135	33,241	11,218	299,610
Exploration costs - September 30,2020	467,927	't,102,776	53,670		16,322 1,640,695
Total September 30, 2O2O	804,027	1,906,251	94,170		81,836 2,886,284

Notes to Carve-Out Financial Statements

September 3<l, 2o2o

(expressed in Canadian dollars)

As at December 31, 2019, the Company's exploration and evaluation assets are located in British Columbia, Canada. Expenditures incurred on exploration and evaluation assets are as follows:

	Gold Hill, B.C., Canada \$	Dunwell, 8.C., Canada \$	Ample Goldmax, B.G., Canada \$	Other Properties, B.C. Canada \$	Total \$
Acquisition costs - December 31,2018	336,1 00	542,000	40,500	59,000	977,600
Additions
Acquisition costs - December3l,2019	336,'100	542,000	40.500	59.000	977.600
Exploration costs - December 3'1, 20'18	448,703	26,166	20,429	5,104	500,402
Additions	79,391	838,475			917,866
Exploration costs - December 31,2019	528,094	864,641	20.429	5.104	1.418.268
Other items during the year ended December 31 , 201 9:
Mining Exploration Tax Credit	07.183\				07.183\
Total December 31 , 201 9	787,011	1,406,641	60.929		64.104 2.318.685

Notes to Financial Statements June 3o, zozo

(expressed in Canadian dollars)

Gold HiIl Property, British Columbia, Canada

The Gold Hill property is located near Fort Steele, British Columbia and was purchased on March g, 2o\5. Consideration paid for the Gold Hill property consisted of 5,754,444 shares issued to the vendor and 979,444 shares issued as an arms-length finder's fee with a fair value of \$o.o9 per share. Exploration costs in the amount of \$17,o16 (zor9 - \$Zg,ggr) were incurred during the period. A Mining Exploration Tax Credit was also received during the prior year in the amount of \$77,t9g which offset additions in zor9.

Dunwell Property, British Columbia, Canada

The Dunwell property is a combination,of three acquired properties and is located near Stewart, British Columbia. The first of the three properties, the Silvershot property was acquired through staking in the amount of \$4r2. The second property, the Dunwell property, was purchased through the acquisition of a private company which holds roo% interest in the property by issuing 7,ooo,ooo shares for fair value of \$49o,ooo. The third property, the Bear River properly, was purchased by issuing Boo,ooo shares with fair value of \$5z,ooo. The Company acquired 45 crown grants overlapping or adjoining the current exploration claims by issuing 3,ooo,ooo common shares with fair value of \$zto,ooo and \$5o,ooo cash. Total acquisition costs for the claims also included filing fees of \$r,475. Exploration costs in the amount of \$z3B,r3S (zor9 - \$BgB,+ZS) were also incurred during the period.

Amplc Goldmax PropcrQr, British Columbia, Canada

In zot6, the Company entered into an option agreement to acquire a too96 interest in the Ample Goldmax prcperty located near Lillooet, British Columbia (note \$). The Ample Goldmax claims are subject to a zg%o net profit royalty associated with any bulk sample as defined in the agreement. Acquisition costs in zotT included cash option payments of \$r7,ooo and the issuance of zoo,ooo common shares with a fair value of \$r4,ooo. Acquisition costs in zo16 included the issuance of roo,ooo common sharcs with a fair valuc of \$9,5oo. Exploration costs in the amount of \$33,24r (zor9 - \$Nil) were incurred during the period.

Other Properties, British Columbia, Canada

In zot6, the Company entered into option agreements to acquire a roo%o interest in the Silverside Property located near Clearwater, British Columbia and the Glitter King Property located on Pitt Island, British Columbia (note r3). Combined acquisition costs in zorT included cash option payments of \$3e,5oo and the issuance of 175,ooo common shares with a fair value of \$rz,z5o. Combined acquisition costs in zo16 included the issuance of t5o,ooo common shares with a fair value of \$r4,25o. Each of the claims are subject to a g% NSR royalty interest that can be purchased for \$5oo,ooo for each r% interest purchased. Exploration costs on the Glitter King and Silverside properties during the period were \$tt,zt8 (zorq - \$Nil).

The Company owns too% of the D-r McBride Property. During the period ended September So,2o2o, staking costs of \$6,514 were incurred (zor9 - \$Nil).

Notes to Financial Statements June 3o, zozo

(expressed in Canadian dollars)

8 Marketablesecurities

As at September go, 2o2o, the Company holds t,4oo,4gg (zor9 - Nil) common shares of Tudor Gold Corp. ("T\rdor Shares"). At September go,2o2o, the shares had increased in value to \$g.+S per share resulting in ^a gain on the total value of the marketable securities of \$3,969,399.

g Relatedpartytransactions

During the period ended September So,2o2o, the Company incurred the following related party transactions:

• a) Incurred management fees in the amount of \$z3,ooo (zotg- \$g,Zqz) to a company controlled by the Company's Chief Executive Officer.
• b) Incurred management fees in the amount of \$r7,r5o (zor9- \$4,7oo) to a company controlled by the Company's Chief Financial Officer.

For the period ended September So,2o2o, the total remuneration of key management personnel was \$4o,r5o (zotg,- \$r4,og5) of management fees and \$Nil (zorg - \$4o7) of capitalized exploration expenditures.

10 Financial Instruments

Fair value

IFRS 7 establishes a fair value hierarchy that prioritizes the input to valuation techniques used to measure fair value as follows:

Level r - quoted prices (unadjusted) in active markets for identical assets or liabilities;

• Level z inputs other than quoted prices included in Level r that are observable for the asset or liability, either directly or indirectly; and
• Level 3 inputs for the asset or liability that are not based on observable market data.

As at September 30, 2o2o, the Company's financial instruments are comprised of marketable securities and reclamation bonds. The carrying value of financial instruments approximate their fair values.

Riskmanagement

The Company's risk exposures and the impact on the Company's financial instruments are summarized below:

Cvedit risk

Credit risk is the risk of potential loss to the Company if a customer or counterparty to a financial instrument fails to meets its contractual obligations. The Company's credit risk is limited to the carrying amount on the statement of financial position and arises from the Company's reclamation bonds.

Liquidity risk

Notes to Financial Statements

June 30, zozo

(expressed in Canadian dollars)

Liquidity risk is the risk that the Company will not meet its financial obligations as they fall due. The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. The Company forecasts its cash needs on a regular basis and seeks additional financing based on those forecasts. There can be no assurance the Company will be able to obtain required financing in the future on acceptable terms. Since inception, the Company has financed its cash requirements primarily through issuance of common shares. All the Company's financial liabilities have contractual maturities of 3o days or are due on demand and are subject to normal trade terms. See note r for further discussion on going concern ahd its impact on liquidity. The Company believes liquidity risk to be high.

Marketrisk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates and foreign exchange rates.

a) Interest rate risk

The Company's policy is to hold deposits in highly rated banking institutions. Interest on short and longterm debt arrangements are fixed and are specifically disclosed. Interest earned is negligible and therefore interest rate risk is low.

b) Foreign culrency rate risk

The Company is domiciled in Canada and its capital is raised in Canadian dollars and does not conduct regular business in any foreign country. Therefore, foreign currency rate risk is considered low.

11 Contributions fromAmerican CreekResources Ltd.

The Company's investment in the operations of the carve-out Entity is presented as contributions from the Company in the carve-out financial statements. Deficit/capital contributions represent the accumulated net contributions from the Company (relating to property and equipment and exploration and evaluation assets) and losses ofthe carve-out entity since January 1, 2018.

t2 Capital Management

As a separate resource exploration activity, the Entity does not have share capital and its equlty is a carve-out amount from the Company's equity. The Entity has no debt and does not expect to enter into debt financing.

The Entity manages its capital structure and makes adjustments to it, based on the funds available to the Entity, in order to support the acquisition and exploration of exploration and evaluation assets. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Entity's management to sustain future development of the business. The properties in which the Entity currently has an interest are in the exploration stage; as such the Entity is dependent on external financing to fund activities. ln order to carry out planned exploration and pay for administrative costs, the Entity will spend its existing working capital and raise additional funds as needed. The Entity will continue to assess new properties

Notes to Financial Statements

June 3o, eozo

(expressed in Canadian dollars)

and seek to acquire an interest in additional properties if it feels there is sufficient geologic or economic potential and if it has adequate financial resources to do so.

There were no changes in the Entity's approach to capital management during the period ended September 3o, zozo. The Entity is not currently subject to externally imposed capital requirements.

1g Segmentedinformation

The Company operates in one reportable operating segment, being the exploration and development of exploration and evaluation assets in Canada.

t4 Commitments

Mineral Property Acquisitions

During the year ended December 3r , 2cl6, the Company entered into three option agreements to acquire a too%o interest in the Ample Goldmax Property, the Glitter King Property and the Silverside Property. The terms of each of the agreements are as follows:

Ample Goldmax Property

\$7,ooo cash pay'rnent within 5 business days of TSX Venture Exchange ("TSX-|') approval (paid) and issuance of too,ooo common shares within ro business days of TSX-V approval (issued with a fair value of \$9,5oo);

Year t - \$to,ooo cash payment (paid), 2oo,ooo common shares issued to the optionor (issued with a fair value of \$r4,ooo) and \$r5,ooo in exploration work conducted on the property prior to the one year anniversary ofthe agreemenU

Year z - \$r5,ooo cash payment,25o,ooo common shares issuedto the optionor and \$z5,ooo in explorationwork conducted on the property prior to the two year anniveisary ofthe agreement (in default);

Year 3 - \$3o,ooo cash payment, goo,ooo common shares issued to the optionor and \$75,ooo in exploration work conducted on the property prior to the three year anniversary ofthe agreement; (in default) and

Year 4 - \$roo,ooo in exploration work conducted on the property prior to the four year anniversary of the agreement.

The optionor will also retain a z5% bulk sample royalty on any net profits the Company receives from the extraction of a bulk sample as well as a g%o net smelter royalty ("NSR") which can be bought out anytime for \$5oo,ooo for each r% purchased.

Glitter King Property

\$7,Soo cash payment within 3o business days of TSX-V approval (paid) and issuance of too,ooo common shares to the optionor within ro business days of TSX-V approval (issued with a fair value of \$9,5oo);

Notes to Financial Statements June 3o, eoeo

(expressed in Canadian dollars)

Year t - \$ro,ooo cash payment (paid), loo,ooo common shares issued to the optionor (issued with a fair value of \$7,ooo) and a minimum of \$to,ooo in exploration work conducted on the property prior to the one year anniversary of the agreement;

Year z - \$zo,ooo cash payment, l5o,ooo common shares issued to the optionor and \$zo,ooo in exploration work conducted on the properly prior to the two year anniversary of the agreement (in default);

Year 3 - \$3o,ooo cash payment, 2oo,ooo common shares issued to the optionor and \$z5,ooo in exploration work conducted on the properly prior to the three year anniversary of the agreement (in default); and

Year 4 - \$35,ooo in exploration work conducted on the property prior to the four year anniversary of the agreement.

The optionor will also retain a 3% NSR which can be bought out anytime for \$5oo,ooo for each r% purchased.

Silverside Property

g5,ooo cash payment within 3o business days of TSX-V approval (paid) and issuance of 5o,ooo common shares to the optionor within ro business days of TSX-V approval (issued with a fair value of \$+,75o);

Yeer t - gro,ooo cash payment (paid), 7;,ooo common shares issued to the optionor (issued with a fair value of \$S,z5o) and a minimum of \$5,ooo in exploration work conducted on the property prior to the one year anniversary of the agreement;

Year z - \$zo,ooo cash payment, loo,ooo common shares issued to the optionor and \$ro,ooo in exploration work conducted on the property prior to the two year anniversary ofthe agreement (in default);

Year 3 - \$3o,ooo cash payment, rso,ooo common shares issued to the optionor and \$3o,ooo in cxploration work conducted on the property prior to the three year anniversary ofthe agreement (in default); and

Year 4 - \$5o,ooo in exploration work conducted on the properly prior to the four year anniversary of the agreement.

The optionor will also retain a S% NSRwhich can be bought out anytime for \$5oo,ooo for each r% purchased.

All cash payments, share payments and work commitment amounts in each of the agreements may be accelerated at the Company's discretion. Though some of the agreements above are in default, the vendor has agreed to hold the agreement in good standing pending further negotiation of the terms.

SCHEDULE "F" to Stinger Resources lnc. Listing Application

CARVE.OUT MANAGEMENT DISGUSSION AND ANALYSIS OF AMERICAN CREEK FOR THE NINE MONTH pERtOD ENDED SEPTEMBER 30, ²⁰²⁰

(see attached)

American Greek Resources Ltd. Carve-Out Managementns Discussion and Analysis

For the Period Ended Septembe r 30,2020

GENERAL

The following Management Discussion and Analysis (.MD&A') of American Creek Resources Ltd. Carve-out (the "Entity" or "Carve-out") has been prepared by management, in accordance with the requirements of National lnstrument 51-102 ('Nl 51-102") as of December 10,2020 and should be read in conjunction with the carve-out financial statements of the Entity for the period ended September 30,2020 and year ended December 31, 2019 and the related notes contained therein which have been prepared under lnternational Financial Reporting Standards ('IFRS). The information contained herein is not 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.

Allfinancial information in this MD&A has been prepared in accordance with IFRS and all dollar amounts are quoted in Canadian dollars, the reporting currency of the Entity, unless specifically noted.

Management of American Creek Resources Ltd. ("American Creek") 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 Entity's Board of Directors follows recommended corporate governance guidelines for public companies to ensure transparency and accountability to shareholders. The board's audit committee meets with management quarterly to review the financial statements including the MD&A and to discuss other financial, operating and internal control matters.

FORWARD LOOKI NG STATEMENTS

lnformation set forth in this MD&A may involve forward-looking statements under applicable securities laws. Forward- looking statements are statements that relate to future events. ln this context, forward-looking statements often address expected future business and financial performance, and often contain words such as "anticipate", "believe", "plan", "estimate", "expect", and "intend", statements that an action or event "may", "might", "could", "should", or "will" be taken or occur, or other similar expressions. All statements, other than statements of historical fact, included herein including, without limitation; statements about the size and timing of future exploration on and the development of the Entity's properties are forward-looking statements. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the Entity's actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. 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 Entity 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. lmportant factors that could cause actual results to differ materially from our expectations are disclosed in the Entity's documents filed from time to time via SEDAR with the Canadian regulatory agencies to whose policies the Entity is bound. lnvestors are cautioned against attributin g und ue 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).

DESCRIPTION OF BUSINESS AND OVERVIEW

The Entity is a mineral exploration entity focused on primarily gold and silver exploration properties in British Columbia, Canada. The Entity's principal property is the Dunwell Project located near Stewart, BC. in what is known as the "Golden Triangle." The Entity also holds various other exploration properties in other regions in British Columbia.

SIGNI FICANT EVENTS/OVERALL PERFORMANCE

Subsequent to September 30, 2020, American Creek Resources Ltd. ("American Creek") intends to strategically reorganize its exploration business.

ln connection with the reorganization, Stinger Resources lnc. ("Stinge/' or "SpinCo") will complete the acquisition of its interest in the Dunwell, Gold Hill, and D-1 McBride projects and assume the Silver Side, Ample Goldmax and GlitterKingprojectsunderoptionbytheCompanyfor\$8,146,481 tobepaidbytheissuanceof 45,000,000common shares ("SpinCo Shares") to the Company. The Company will then complete a share capital reorganization by way of a statutory plan of arrangement ("Arrangement") whereby the Company will spin-out the SpinCo shares to the Company's shareholders.

Upon closing of the Arrangement, the Entity will be owned exclusively by existing shareholders of the Company, keeping their identical proportion to their pre-Arrangement shareholdings of the Company.

Closing of the Arrangement is subject to several conditions including, but not limited to, approval by the Company's shareholders and receipt of court and necessary regulatory approvals.

These carve-out financial statements reflect the assets, liabilities, expenses and cash flows of the operations included in the exploration business to be spun out by the Company.

MINERAL PROPERTIES

Gold Hill Propertv, Stewart, British Columbia

The 100% owned Gold Hill property covers approximately 836 hectares and is located along the western edge of the Kimberly Gold Trend in the Fort Steele Mining Division near Cranbrook, BC. The property contains a significant portion of the Boulder Creek drainage, a headwater tributary of the Wild Horse River, considered to be one of the greatest gold rivers in the entire province. Gold rushes have taken place there since the 1860's that have yielded 48 tonnes of reported gold, making it Canada's 4th largest placer producer. The majority of the gold recovered from the Wild Horse was located along a 6 km stretch between Boulder Creek (upstream) and Brewery Creek (downstream). Early efforts by Continco and otlrers to locate tlre source of the Wild Horce placer gold led explorers up Boulder Creek to what is now called the Gold Hill property.

During the first nine months 2020, \$17,016 (2019 - \$79,391) was spent on exploration work to compile and create geological reports for further work recommendations and to provide general maintenance on the claims. A Mining Exploration Tax Credit was also received during the previous year in the amount of \$77,183 which offset the additions during 2019. Assay results were included in the Company's press release dated March 15,2019 and can be found on the Company's website.

Dunwell Propertv, Stewart, British Columhia

The 2,222 hectare Dunwell Mine property is part of a highly strategic package of mineral claims acquired through numerous acquisitions over the years by American Creek starting in 2016 which includes the past producing Dunwell Mine (closed during World War ll in 1941). The Portland Canal valley was the first area to be explored in the Stewart region and is so rich with showings that a checker board of small claim ownership has existed for a better part of a century resulting in a lack of large scale geological work and development. lt is evident that large scale potential exists. The Dunwell Mine Property covers 5.5 km of the heavily mineralized Portland Canal Fissure Zone (a zone of faulting and shearing that trends north dips steeply west and hosts a vein system that extends southward for 6.5 kilometers from the Victoria/Dandy occurrence on the north, through the Dunwell mine across Glacier Creek to the Ben Boldt Occurrence).

During the first nine months, 45 crown grants were added to the Company's Dunwell property by issuing 3,000,000 common shares with fair value of \$210,000, \$50,000 in cash and \$1 ,475 in associated filing fees. Exploration costs in the amount of \$238,135 (2019 - \$838,475) were incurred during the first nine months 2020 and year ended 2019.

D-l McBride Propertv. Stewart, British Columbia

The D1-McBride property covers approximately 2,661 hectares and is located in the Liard Mining Division about 64 km southeast of Dease Lake. ln August o'f 2020 the property was expanded from its original 34 hectares by another 2,627 hectares. The additional claims expand the property to cover the projected trace of the exposed veining system, the fault system believed to be related to the mineralization and major regional faults. No exploration work was completed on the property during the period.

^Si |vers i d e P ro p e rtv, Stewa rt. B riti s h C o I u m b i a

The Silver Side Property is located in the Kamloops mining division approximately 20 km north of Clearwater, BC and approximately 50 km west of lmperial Metal's Ruddock Creek lead/zinc deposit. Past exploration work on the property resulted in showings of very high grade mineralization silver, lead and zinc. The property is being acquired through a four year option agreement. (See payment terms in the December 31, 2019 carve-out audited financial statements and American Creek's press release dated September 15,2016.) No exploration expenses were incurred during the period. Exploration costs in the amount of \$5,359 (2019 - \$Nil) were incurred during the first nine months 2020 and year ended 2019.

Ample Goldmax ProperTv, Stewart, British Columbia

The Ample Goldmax property package spans 1,044 hectares and is located approximately 8 km west of Lillooet, BC. The property demonstrates an excellent exploration target in the search for an economic deposit of gold with associated silver and copper. The property is being acquired through a four year option agreement. (See payment terms in the December 31, 2019 carve-out audited financial statements and American Creek's press release dated September 15, 2016.) Exploration costs in the amount of \$33,241 (2019 - \$Nil) were incurred during the first nine months 2020 and year ended 2019.

Glitter Kins Propertv, Stewart, British Columbia

The Glifter King Property is located on the eastern side of Pitt lsland approximately 90 km south of Prince Rupert, BC. The property is part of the southern extension of the Alexander Terrane which is host to numerous significant massive sulphide deposits with copper, gold, silver, lead and zinc. The property is being acquired through a four year option agreement. (See payment terms in the December 31, 2019 carve-out audited financial statements and American Creek's press release dated September 15, 2016.) Exploration costs in the amount of \$5,859 (2019 - \$Nil) were incurred during the first nine months 2020 and year ended 2019.

SUMMARY OF QUARTERLY RESULTS

The following is a summary of certain selected unaudited financial information for the most recent eight fiscal quarters.

	Sept 30,	Jun 30,	Mar 31,	Dec 31,	Sept 30,	Jun 30,	Mar 31	Dec 31,
	2020	2020	2020	2019	2019	2019	2019	2018
Net income (loss)	1,944,327	(41,849)	(30,968)	(28,233)	(32,637)	(15,059)	(17,398)	(16,173)

Discussion

The Company is an exploration company without revenues.

The operating results of junior exploration companies are capable of demonstrating wide variations from period to period and year to year due to variances in exploration expenditures and write-downs of mineral properties. Other than the descriptions regarding administrative costs already discussed, management of the Entity does not believe that meaningful information about the Company's operations can be derived from an analysis of quarterly fluctuations in any more detail than presented herein.

RESULTS OF OPERATIONS

Periods ended September 30, 2020 and 2019

The Entity is still in the exploration stage without any producing properties

Expenses	Notes	Three months ended	Three months ended
		September 30,2020	September 30, 2019
Advertising and promotion		\$ 1,509 \$	5,130
Business development and property
investigation		912	750
Corporate communications		461	785
Depreciation on equipment	1	10,223	2,417
Listing and transfer agent fees		394
Management fees	2	10,050	16,571
Offi ce and administration		2,830	7,454
Professional fees		3,998	(471)
Total expenses		\$ 30,377 \$	32,637
Other comprehensive income
Unrealized gain on marketable securities		1,974,704
Net and comprehensive income (loss)		\$ 1,944,327 \$	(32,637)

Notes

• 1. Depreciation on equipment for the period ended September 30, 2020 was higher than the period ended September 30, 2019 due to the Entity purchasing additional property and equipment during the year.
• 1. Management fees were lower in the period ended September 30, 2020 than the period ended September 30, 2019 due to the Entity providing additional incentives to retain management during the 2019 period.

Three months ended September 30,2020 and June 30,2020

Notes	Three months ended	Three months ended
	30,2020	June 30, 2020
	1,509	1,546
	912	1,835
	461	385
	10,223	12,608
	394	373
2	10,050	19,731
	2,830	2,468
	3,998	2,447
\$	30,377 \$	41,393
	\$

Net and com nsive income	327 1,	\$ 41,
Unrealized on marketable securities	1 974,704
Other comprehensive income

• 1. Depreciation on equipment for the period ended September 30,2020 was lower than the period ended June 30,2020 due to the Entity selling properly and equipment during the period.
• 1. Management fees were lower in the period ended September 30, 2020 than the period ended June 30, 2020 due to the Entity providing additional incentives to retain management during the second quarter2020.

LIQUI DIry AND CAPITALIZATION

Workinq Capital

The Entity had working capital of \$4,831,722 as at September 30, 2020 (December 31, 2019 - \$Nil). Please refer to Note 1 (going concern).

Lono-Term Liabilitv

The Entity had no long-term liabilities as at September 30, 2020 and 2019.

RELATED PARTY TRANSACTIONS

Kev Manaqement Personnel:

Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Entity. The Entity has determined that key management personnel consist of executive and non-executive members of the Entity's Board of Directors and corporate officers.

During the periods ended September 30,2020 and 2019, there were no related party transactions, except as disclosed in note B of the September 30,2020 interim unaudited carve-out financial statements.

As at September 30, 2020 and December 31 , 2019, the following amounts were due to American Creek

	As at September 30, 2019	As at
			December 31,
			2019

OFF-BALANCE SHEET ARRANGEMENTS

The Entity has no undisclosed off-balance sheet arrangements or off-balance sheet financing structures in place.

PROPOSED TRANSACTIONS

Please refer to the "Significant Events/Overall Performance" note for details regarding the Arrangement.

CHANGE IN ACCOUNTING POLICIES

Please refer to the carve-out financial statements for the periods ended September 30,2O2O and December 31, 2019.

FUTURE ACCOUNTING CHANGES

Please refer to the carve-out financial statements for the periods ended September 30, 2020 and December 31, 2019.

CRITICAL ACCOUNTING ESTIMATES

Please refer to the carve-out financial statements for the periods ended September 30, 2020 and December 31, 2019.

FINANCIAL INSTRUMENTS

Please refer to the carve-out financial statements for the periods ended September 30,2020 and December 31, 2019.

RISKS AND UNCERTAINTIES

The Company's risk exposures and the impact on the Company's financial instruments are summarized below:

Credit risk

Credit risk is the risk of potential loss to the Company if a customer or counterparty to a financial instrument fails to meets its contractual obligations. The Company's credit risk is limited to the carrying amount on the statement of financial position and arises from the Company's marketable securities and reclamation bonds.

Liquidity risk

Liquidity risk is the risk that the Company will not meet its financial obligations as they fall due. The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. The Company forecasts its cash needs on a regular basis and seeks additional financing based on those forecasts. There can be no assurance the Company will be able to obtain required financing in the future on acceptable terms. All of the Company's financial liabilities have contractual maturities of 30 days or are due on demand and are subject to normal trade terms. ln certain circumstances extended credit arrangements have been negotiated with vendors. AII arrangements negotiated are on terms less than one year. See note 1 for fudher discussion on going concern and its impact on liquidity. The Company believes liquidity risk to be high.

Market risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates and foreign exchange rates.

lnterest rate risk

The Company's policy is to hold deposits in highly rated banking institutions. lnterest on short and long-term debt arrangements are fixed and are specifically disclosed. lnterest earned is negligible and therefore interest rate risk is low.

Foreign cunency rate risk

The Company is domiciled in Canada and its capital is raised in Canadian dollars and does not conduct regular business in any foreign country. Therefore, foreign currency rate risk is considered low.

SCHEDULE "G'' to Stinger Resources lnc. Listing Application

AUDIT COMMITTEE CHARTER

(see attached)

AU DIT COMMITTEE CHARTER

Purpose

The purpose of the Audit Committee (the "Committee") of the Board of Directors (the "Board") of Stinger Resources lnc. (the "Company") is to:

• assist the Board in fulfilling its responsibility to oversee the Company's accounting and financial reporting processes and the audits of the Company's financial statements and management discussion and analysis ("MD&A"); I
• review the financial reports and other financial information provided by the Company, the Company's disclosure controls and procedures, and its internal accounting and financial controls; 0
• assume direct responsibility for the appointment, compensation, retention (and where appropriate, replacement), and oversight of the work of the outside auditor in preparing or issuing an audit report or related work; a
• oversee the independence of the outside auditor and approve all auditing services and permitted non-audit services provided by the outside auditor; a
• receive direct reports from the outside auditor and resolve any disagreements between management and the outside auditor regarding financial reporting;
• review risk management with management and the outside auditor, as well as any purposed changes in major accounting policies and the presentation and impact of significant risks and uncertainties; and
• carry out the specific responsibilities set forth below in furtherance of this stated purpose

Gommittee Membership and Procedures

The Committee will consist of at least three directors and may from time to time be comprised of the entire Board. Every member of the Committee must be a director of the Company. The Board will appoint the members of the Committeg and will appoint one member of the Committee to be the Chair of the Committee. Except for such tinres that the entire Board assunres the responsibilities of the Committee and in circumstances where there is an exemption available to the Company in Multilateral lnstrument 52-1 10 - Audit Committees ("Nl 52-110") and if applicable, the policies the stock exchange on which the Company's securities are listed, each director appointed to the Committee by the Board will be "independenf'(as defined in section 1.4 of Nl 52-110).

Unless there is an exemption available to the Company in Nl 52-110 and if applicable, the policies of the stock exchange on which the Company's securities are listed, each member of the Committee will be "financially literate" (as defined in Section 1.6 of Nl 52-110).

A director appointed by the Board to the Committee will be a member of the Committee until replaced by the Board or until his or her resignation.

The Chairman of the Board will be an ex officrb member of the Commiftee

The Committee will meet not less often than quarterly and will conduct its meetings in accordance with this Charter, the procedures of the Board set forth in the Company's Articles, and such other procedures as the Committee may adopt.

Responsibilities, Resources and Authority

ln discharging its oversight role, the Committee is granted all responsibilities and authority required by Nl 52- 110, including without limitation the authority to investigate any matter brought to its attention with full access to all books, records, facilities and personnel of the Company and the authority to engage independent legal, accounting or other advisors to obtain such advice and assistance as the Committee determines necessary to carry out its duties. The Committee may request any officer or employee of the Company or the Company's outside counsel to attend a meeting of the Committee or to meet with any member of, or consultants to, the Committee.

The Company will provide the Committee with all appropriate funding, as determined by the Committee, for payment of compensation to any such advisors and any outside auditor, as well as for any ordinary administrative expenses of the Committee that are necessary or appropriate in the discharge of its responsibilities.

Key Responsibilities

The Committee's role is one of oversight, and it is recognized that the Company's management is responsible for preparing the Company's financial statements and that the outside auditor is ultimately accountable to the Board and the Committee, as representatives of the shareholders, and is responsible for auditing those financial statements and MD&A.

The following functions will be the common recurring activities of the Committee in carrying out its oversight role. The functions are intended as a guide and may be varied and supplemented from time to time as appropriate in the circumstances:

Appointment of Outside Auditor

The Committee will have direct responsibility for the appointment, compensation, retention (and where appropriate, replacement), and oversight of the work of any registered public accounting firm selected to be the Company's outside auditor for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company.

Appointment and Pedormance Evaluation of Chief Financial Officer and lnternal Auditor

The Chair of the Committee will participate in the identification of candidates for the positions of Chief Financial Officer and lead of the Company's internal auditing function, if any, and will advise management with respect to the decision to hire a particular candidate.

D isc los u re C o ntrol s a n d P roced u res

The Committee will review periodically with management the Company's disclosure controls and procedures.

Internal Controls

The Committee will periodically discuss with management and the outside auditor the quality and adequacy of the Company's internal controls and internal auditing procedures, if any, including any significant deficiencies in the design or operation of those controls which could adversely affect the Company's ability to record, process, summarize and report financial data and any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internat controls, and discuss with the outside auditor how the Company's financial systems and controls compare with industry practices.

Accounting Policies

The Committee will periodically review with management and the outside auditor the quality, as well as acceptability, of the Company's accounting policies, and discuss with the outside auditor how the Company's accounting policies compare with those in the industry and all alternative treatments of financial information within Canadian generally accepted accounting principles ('GAAP') that have been discussed with management, the ramifications of use of such alternative disclosures and treatments and the treatment preferred by the outside auditor.

Pre-approval of All Audit Servrces and Permitted Non-Audit Seryrces

The Committee will approve, in advance, all audit services and permitted non-audit services to be provided to the Company by the outside auditor; provided that any non-audit services performed pursuant to an exception to the preapproval requirement permitted under Nl 52-110 will not be deemed unauthorized. Specifically, the preapproval requirement is waived with respect to the provision of non-audit services if:

• the aggregate amount of all such non-audit services provided to the Company constitutes not more than five percent (5%) of the total amount of fees paid by the Company to its external auditors during the fiscal year in which the non-audit services are provided; (a)
• (b) such services were not recognized by the Company at the time of the engagement to be nonaudit services; and
• (c) such services are promptly brought to the attention of the Committee and approved, prior to the completion of the audit, by the Committee or by one or more members of the Committee to whom authority to grant such approvals has been delegated by the Committee.

The Committee may delegate to one or more independent members of the Committee the authority to preapprove non-audit services. The pre-approval of the non-audit services by any member of the Committee to whom authority has been delegated must be presented to the Committee at its first scheduled meeting following such pre-approval.

AnnualAudit

ln connection with the annual audit of the Company's financial statements, the Committee will

• request from the outside auditor a formal written statement delineating all relationships between the auditor and the Company; discuss with the outside auditor any such disclosed relationships and their impact on the outside auditor's objectivity and independence; and take appropriate action to oversee the independence of the outside auditor; 0
• approve the selection and the terms of the engagement of the outside auditor; a
• review with management and the outside auditor the audited financial statements and MD&A to be filed on the System for Electronic Document Analysis and Retrieval ("SEDAR"); a
• review any annual earnings press releases before such information is publicly disseminated; I
• perform the procedures set forth below in "Financial Reporting Procedures" with respect to the annual flnancial statements to be reported;
• review with management and the outside auditor the Company's critical accounting policies and practices; and
• recommend to the Board whether, based on the reviews and discussions referred to above, the annual financial statements and MD&A should be included in the Company's Annual Report (if any) to be filed on SEDAR.

Interim Reporfs

ln connection with the Company's preparation of its interim financial information to be included in the Company's quarterly reports filed on SEDAR, the Committee will:

• review with management the Company's critical accounting policy practices; 0
• review any interim earnings press releases before such information is publicly disseminated; and
• recommend to the Board whether, based on their reviews and discussions referred to above the interim financial statements and interim MD&A should be included in the Company's quarterly report to be filed on SEDAR.

Fi nan c i a I Reporti ng P rocedu res

ln connection with the Committee's review of each repofting of the Company's annual (and interim financial information, if the outside auditor has reviewed such interim financial statements) the Committee will:

• discuss with the outside auditor whether all material correcting adjustments identified by the outside auditor in accordance with Canadian GAAP and the rules of the CSA are reflected in the Company's financial statements;
• review with the outside auditor all material communications between the outside auditor and management, such as any management letter or schedule of unadjusted differences;
• review with management and the outside auditor any material financial or other arrangements of the Company which do not appear on the Company's financial statements and any transactions or course of dealings with third parties that are significant in size or involve terms or other aspects that differ from those that would likely be negotiated with independent parties, and which arrangements or transactions are relevant to an understanding of the Company's financial statements; and a
• resolve any disagreements between management and the outside auditor regarding financial reporting. I

Other

The Committee will also:

• review and approve the Company's hiring policies regarding partners, employees and former partners and employees of the present and former outside auditors of the Company; and
• ensure that adequate procedures are in place for the review of the Company's public disclosure of financial information extracted or derived from the Company's financial statements, other than the financial statements, MD&A and press releases referred to above.

Chafter

The Committee will review and reassess at least annually the adequacy of this Charter and recommend any proposed changes to the Board for approval.

Complaint Procedures

Any issue of significant financial misconduct will be brought to the attention of the Committee for its consideration. ln this connection, the Committee will establish procedures for (i) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters and (ii) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.