STLLR Gold Inc. — M&A Activity 2021

May 1, 2021

Moneta Porcupine Mines Inc.

FORM 51-102F4

BUSINESS ACQUISITION REPORT

Incorporating Material by Reference

Certain information in this business acquisition report is incorporated by reference herein from Moneta Porcupine Mines Inc.’s (the “Company”) Consolidated Financial Statements for the year ended December 31, 2020; Management Discussion and Analysis for the year ended December 31, 2020; and the Annual Information Form for the year ended December 31, 2020 that may be accessed on SEDAR (www.sedar.com) under the ’Company’s profile with an effective date of March 31, 2021.

1.1 Name and Address of Company

Moneta Porcupine Mines Inc. 65 Third Avenue Timmins, Ontario P4N 1C2

1.2 Executive Officer

For further information, please contact:

Jason R. Macintosh CFO & Corporate Secretary Telephone: 705-264-2296

2.1 Nature of Business Acquired

On February 24, 2021, the Company announced that it had completed the acquisition of all the issued and outstanding shares of Northern Gold Mining Inc. (“Northern Gold”), a wholly owned subsidiary of O3 Mining Inc., which owns 100% of the Golden Bear assets, including the Garrison Gold project. The project is located adjacent to and contiguous with Moneta’s Golden Highway project in the Timmins Gold Camp as announced on January 14, 2021 (the “Transaction”). Moneta’s acquisition of Northern Gold increased Moneta’s landholdings by 9,269 hectares including 97 patents, 11 leases, 290 single cell claims and 243 boundary cell staked mining claims.

2.2 Acquisition Date

February 24, 2021

2.3 Consideration

Under the terms of the Transaction, O3 Mining was issued 149,507,273 common shares of the Company and currently owns approximately 27% of the outstanding Company shares.

2.4 Effect on Financial Position

The effect of the acquisition on the financial position of the Company is outlined in the unaudited pro forma consolidated financial statements referred to in Item 3 below, which shows the effect of the acquisition on the results of operations and the financial position of the Company.

2.5 Prior Valuations

No valuation opinion was obtained by the Company.

2.6 Parties to Transaction

The Transaction was not with an “informed person”, “associate” or “affiliate” (as each term is defined in securities legislation) of the Company.

2.7 Date of Report

April 30[th] , 2021

3.1 Financial Statements and Other Information

The following financial statements are included as part of this business acquisition report:

• a) audited annual carve-out financial statements of Northern Gold Mining Inc. for the years ended December 31, 2020 and 2019;

• b) unaudited pro forma statement of financial position of the Company as at December 31, 2020, reflecting the acquisition of Northern Gold Mining Inc.; and

• c) unaudited pro forma statement of loss and comprehensive loss of the Company for the year ended December 31, 2020 reflecting the acquisition of Northern Gold Mining Inc.

The auditors of Northern Gold Mining Inc. have not given their consent to include their audit reports in this business acquisition report.

Cautionary Statement Regarding Forward-Looking Statements

This business acquisition report contains or incorporates by reference certain forward-looking statements and forward-looking information within the meaning of Canadian securities laws (collectively, “forward-looking statements”). All statements contained herein that are not clearly historical in nature are forward-looking, and the words “anticipate”, “attempt”, “believe”, “expect”, “estimate”, “ensure”, “plans”, “focus”, “strategy”, “strive”, “plan”, “may”, “intend”, “indicate”, “potential” and similar expressions are generally intended to identify forward-looking statements. Forward-looking statements represent the Company’s internal projections, estimates, expectations, beliefs, plans, objectives, assumptions, intentions or statements about future events or performance. Forward-looking statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forwardlooking statements. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, no assurances can be given that these expectations will prove to be correct and such forward-looking statements should not be unduly relied upon. Many factors could cause the Company’s actual results to differ materially from those expressed or implied in any forward-looking statements made by, or on behalf of, the Company. Any forward-looking statements contained herein are made as of the date hereof and the Company assumes no responsibility to update them or revise them to reflect new events or circumstances, except as required by law.

Moneta Porcupine Mines Inc.

Unaudited Pro Forma Consolidated Financial Statements

(Expressed in Canadian Dollars)

December 31, 2020

MONETA PORCUPINE MINES INC.

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Pro Forma Consolidated Statement of Financial Position As at December 31, 2020

(Unaudited ‐ Expressed in Canadian Dollars)

	Moneta
	Porcupine	Northern Gold		Pro Forma	Pro Forma
	Mines Inc.	Mining Inc.	Notes	Adjustments	Consolidated
	$	$			$
Current assets
Cash and equivalents	5,852,006				5,852,006
Investments	56,233				56,233
Prepaid expenses	22,798				22,798
Receivables	36,956				36,956
Sales taxes recoverable	110,411	101,000			211,411
Interest receivable	2,235				2,235
Total current assets	6,080,639	101,000		‐	6,181,639
Investment in Northern Gold Mining Inc.			3(a)	49,337,400
			3(b)	(23,410,000)
			3(b)	(25,927,400)	‐
Reclamation deposit		161,000			161,000
Property, plant and equipment		105,000			105,000
Exploration and evaluation assets	2,103,733	24,592,000	3(b)	25,927,400	52,623,133
Total assets	8,184,372	24,959,000		25,927,400	59,070,772
Current liabilities
Accounts payable and accrued liabilities	1,088,362	260,000			1,348,362
Deferredpremium on flow‐through shares	1,399,836				1,399,836
Total current liabilities	2,488,198	260,000		‐	2,748,198
Asset retirement obligation		598,000			598,000
Deferred tax liability		691,000			691,000
Loanpayable	60,000				60,000
Total liabilities	2,548,198	1,549,000		‐	4,097,198
Shareholders' equity
Capital stock	62,921,151		3(a) & 4(a)	49,337,400	112,258,551
Contributed surplus	8,408,744	23,410,000	3(a) & 4(b)	(23,410,000)	8,408,744
Deficit	(65,693,721)				(65,693,721)
Total shareholders' equity	5,636,174	23,410,000		25,927,400	54,973,574
Total liabilities and shareholders' equity	8,184,372	24,959,000		25,927,400	59,070,772

See accompanying notes to the unaudited pro forma consolidated financial statements

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MONETA PORCUPINE MINES INC.

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Pro Forma Consolidated Statement of Financial Position As at December 31, 2020

(Unaudited ‐ Expressed in Canadian Dollars)

	Moneta
	Porcupine Mines	Northern Gold		Pro Forma	Pro Forma
	Inc.	Mining Inc.	Notes	Adjustments	Consolidated
	$	$			$
Expenses
Exploration and evaluation expenditures	4,263,579	‐			4,263,579
General & administration	517,800	209,000			726,800
Share based compensation	369,667	564,000			933,667
Wages and benefits	437,457	402,000			839,457
Legal & audit	240,310	305,000			545,310
	5,828,813	1,480,000			7,308,813
Other items
Other income	(103,597)	‐			(103,597)
Unrealized gain on investments	(56,233)	‐			(56,233)
Interest income	(32,590)				(32,590)
Loss before income taxes	5,636,393	1,480,000			7,116,393
Deferred taxes	(1,323,296)	211,000			(1,112,296)
Loss and comprehensive loss	4,313,097	1,691,000			6,004,097
Lossper share, basis and diluted	0.01				0.01
Weighted average shares outstanding	327,227,304			149,507,273	476,734,577
See accompanying notes to the unaudited pro forma	consolidated financial statements

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Moneta Porcupine Mines Inc. Notes to the Pro Forma Consolidated Financial Statements December 31, 2020 (Expressed in Canadian dollars) (Unaudited)

1. Basis of presentation

The accompanying unaudited pro forma consolidated financial statements (“pro forma financial statements”) have been prepared by Moneta Porcupine Mines Inc. (“Moneta”) and gives effect to the acquisition of all the issued and outstanding common shares of Northern Gold Mining Inc. (“Northern Gold Mining”) (the “Transaction”). These unaudited pro forma financial statements have been prepared by management in accordance with International Financial Reporting Standards (“IFRS”).

The pro forma financial statements are not intended to reflect the financial position that will exist following the Transaction. Actual amounts recorded when the Transaction closed will likely differ from those recorded in the pro forma financial statements. Any potential synergies that may be realized and integration costs that may be incurred upon consummation of the Transaction have been excluded from the pro forma financial statements.

Moneta determined that Northern Gold Mining did not meet the definition of a business in accordance with IFRS 3, Business Combinations. As the acquisition of Northern Gold Mining did not qualify as a business acquisition, Moneta accounted for the Transaction as an asset acquisition, measured under IFRS 2, Share‐based Payments. Refer to Note 2.

The pro forma financial statements are presented in Canadian dollars and have been compiled from and include:

• The statement of financial position and loss and comprehensive loss as at December 31, 2020, obtained from the audited financial statements of Moneta for the year ended December 31, 2020.

• The statement of financial position and loss and comprehensive loss as at December 31, 2020, obtained from the audited financial statements of Northern Gold Mining for the year ended December 31, 2020.

The pro forma financial statements do not contain all the information required for annual financial statements. Accordingly, it should be read in conjunction with the most recent annual financial statements of both Moneta and Northern Gold Mining. Based on the review of the accounting policies of Northern Gold Mining, it is Moneta management’s opinion that there are no material accounting differences between the accounting policies of the Moneta and Northern Gold Mining.

The pro forma adjustments and allocations of the purchase price of Northern Gold Mining by Moneta as an asset acquisition are based on the fair value of the common shares of Moneta. The unaudited pro forma consolidated financial statements are not intended to reflect the financial position of Moneta which would have actually resulted had the proposed Transaction been effected on the date indicated. The actual pro forma adjustments will depend on a number of factors and could result in a change to the unaudited pro forma financial statements.

The unaudited pro forma consolidated statement of financial position has been prepared as if the transaction had occurred as of December 31, 2020 and the unaudited pro forma consolidated loss and comprehensive loss has been prepared, giving effect to the Transaction as if it occurred on January 1, 2020.

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Moneta Porcupine Mines Inc. Notes to the Pro Forma Consolidated Financial Statements December 31, 2020 (Expressed in Canadian dollars) (Unaudited)

2. Acquisition of Northern Gold Mining Inc.

On January 13, 2021, Moneta Porcupine Mines Inc. entered into a Definitive Share Purchase Agreement (the “Agreement”) with O3 Mining Inc. ("O3 Mining"), the parent of Northern Mining (the “Transaction”). Pursuant to the terms of the Agreement, Moneta issued 149,507,273 common shares to O3 Mining in exchange for all the issued and outstanding common shares of Northern Gold Mining.

The acquisition of the Northern Gold Mining shares has been accounted for as an asset acquisition as, at the time of the Transaction; Northern Gold Mining did not meet the definition of a business. The consideration paid has been allocated to the exploration and evaluation assets as at the date of acquisition. The preliminary purchase price allocation of estimated consideration transferred is subject to change and is summarized as follows:

	$
Acquisitionprice ‐ 149,507,273 common shares at$0.33per share	49,337,400
Fair value of Northern Gold Mining's net assets acquired
Sales tax recoverable	101,000
Reclamation deposit	161,000
Property, plant and equipment	105,000
Exploration and evaluation assets	50,519,400
Accounts payable and accrued liabilities	(260,000)
Asset retirement obligation	(598,000)
Deferred tax liability	(691,000)
	49,337,400

The pro forma adjustments and allocations of the estimated consideration transferred are based in part on estimates of the fair value of assets to be acquired and liabilities to be assumed. The final determination of the consideration transferred and the related allocation of the fair value of Northern Gold Mining’s net assets to be acquired pursuant to the Transaction is ultimately to be determined after the closing of the transaction. It is likely that the final determination of the consideration transferred and the related allocation of the fair value of the assets acquired and liabilities assumed will vary from the amounts present in the unaudited pro forma consolidated financial statements and that those differences may be material.

3. Pro forma assumptions and adjustments

These pro forma financial statements incorporate the following pro forma assumptions:

• (a) The issuance of 149,507,273 common shares of Moneta to the existing Northern Gold Mining shareholders in exchange for all the issued and outstanding common shares of Northern Gold Mining was recognized at the fair value of $49,337,400.

• (b) To eliminate the investment and equity of Northern Gold Mining.

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Moneta Porcupine Mines Inc.

Notes to the Pro Forma Consolidated Financial Statements December 31, 2020 (Expressed in Canadian dollars) (Unaudited)

4. Pro forma share capital

• (a) The following table summarizes the pro forma share capital:

Capital stock

Issuance of shares on acquisition Moneta shares issued and outstanding December 31, 2020	Note	Number Amount
	3(a)	347,194,630 62,921,151 $ 149,507,273 49,337,400 $
		496,701,903 112,258,551 $

• (b) The following table summarizes the pro forma contributed surplus:

Contributed surplus

Moneta contributed surplus December 31, 2020 Northern Gold Mining contributed surplus December 31, 2020 Elimination of Northern Gold Mining contributed surplus pursuant to the acquisition	Note	Amount
	3(b)	8,408,744 $ 23,410,000 $ (23,410,000) $
		8,408,744 $

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