Talent Infinity Resource Developments Inc. — Capital/Financing Update 2026

Feb 4, 2026

No securities regulatory authority or regulator has assessed the merits of these securities or reviewed this document. Any representation to the contrary is an offence. This offering may not be suitable for you and you should only invest in it if you are willing to risk the loss of your entire investment. In making this investment decision, you should seek the advice of a registered dealer.

The securities offered under this offering document under the Listed Issuer Financing Exemption (this "Offering Document") have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons or persons in the United States except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This Offering Document does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby within the United States or to, or for the benefit of, U.S. persons or persons in the United States. "United States" and "U.S. person" have the meanings ascribed to them in Regulation S under the U.S. Securities Act.

Talent Infinity Resource Developments Inc. is conducting a listed issuer financing under section 5A.2 of National Instrument 45-106 Prospectus Exemptions. In connection with this offering, the issuer represents the following is true:

• The issuer has active operations, and its principal asset is not cash, cash equivalents or its exchange listing.
• The issuer has filed all periodic and timely disclosure documents that it is required to have filed.
• The issuer is relying on the exemptions in Coordinated Blanket Order 45-935 Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the "Order") and is qualified to distribute securities in reliance on the exemptions included in the Order.
• The total dollar amount of this offering, in combination with the dollar amount of all other offerings made under the listed issuer financing exemption and under the Order in the 12 months immediately preceding the date of the news release announcing this offering, will not exceed C$25,000,000.
• The issuer will not close this offering unless the issuer reasonably believes it has raised sufficient funds to meet its business objectives and liquidity requirements for a period of 12 months following the distribution.
• The issuer will not allocate the available funds from this offering to an acquisition that is a significant acquisition or restructuring transaction under securities law or to any other transaction for which the issuer seeks security holder approval.

OFFERING DOCUMENT UNDER THE LISTED ISSUER FINANCING EXEMPTION

FEBRUARY 3, 2026

Talent Infinity Resource Developments Inc.

What are we offering?

Type and Number of Securities Offered:

Talent Infinity Resource Developments Inc. (the "Company" or "TICO") currently anticipates offering up to a maximum of 14,489,274 units of the Company (the "Units") at a price of C$0.10 per Unit (the "Offering Price"), for gross proceeds of up to C$1,448,927.40 (the "Offering").

Each Unit will be comprised of one common share of the Company (each, a "Share") and one share purchase warrant of the Company (each share purchase warrant, a "Warrant"). Each Warrant will entitle the holder thereof to purchase one Share (each, a "Warrant Share") at an exercise price of C$0.15 per Warrant Share for a period of 24 months from the date of issuance thereof, subject to adjustment in certain circumstances; provided that the Warrants may not be exercised for a period of 60 days from the Closing Date (as defined herein).

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The Units that may be sold under the Offering will be offered for sale in each of the provinces in Canada (other than Québec), in reliance on the "Listed Issuer Financing Exemption" under Part 5A of National Instrument 45-106 – Prospectus Exemptions ("NI 45-106"), as amended by Coordinated Blanket Order 45-935 Exemptions from Certain Conditions of the Listed Issuer Financing Exemption. The Units may also be offered to investors in the United States and any sale of Units in the United States will be made to "Accredited Investors" pursuant to Rule 506 of Regulation D (including "Qualified Institutional Buyers" as defined in Rule 144A who are also "Accredited Investors") adopted by the United States Securities and Exchange Commission under the United Securities Act of 1933, as amended.

Offering Price: The Units will be offered at a price of C$0.10 per Unit for maximum gross proceeds of up to C$1,448,927.40.

Offering Size: The Company is Offering up to a maximum of 14,489,274 Units at the Offering Price.

Finders' Compensation: The Company may pay to certain persons a finder's fee cash payment of up to 6% of the gross proceeds received by the Company under the Offering and finder warrants entitling the finder to purchase such number of Shares equal to 6% of the Units sold under the Offering at an exercise price of $0.15.

Use of Proceeds: The net proceeds from the Offering will be used for working capital and general corporate purposes.

Closing Date: The Offering is expected to close on or about March 20, 2026, or such other earlier date(s) as the Company may determine.

Exchange: The Shares are listed for trading on the Exchange under the trading symbol "TICO". On February 2, 2026, being the last trading day before the date of this Offering Document, the closing price of the Shares on the Exchange was C$0.10 per Share.

SUMMARY DESCRIPTION OF BUSINESS

What is our business?

TICO is a mineral exploration company focused on the acquisition, exploration and development of precious metals and other mineral properties. The Company is based in Vancouver, B.C. and holds an option over the Wildcat Property located in British, Columbia (the "Wildcat Property").

Further information regarding the business of the Company and the Wildcat Property can be found on SEDAR+ (www.sedarplus.ca) under the Company's issuer profile.

Recent Developments

On February 3, 2026, concurrently with the announcement of the Offering, the Company announced that it had entered into an earn-in option agreement with two individuals, whereby the Company is entitled to purchase 100% of the interest in certain mining claims in New Brunswick and British Columbia subject to certain payment and spending requirements. On the same date, the Company announced that John Eren has been appointed Chief Executive Officer, President and Director, effective February 4, 2026. Derrick Gaon

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was announced to be stepping down from his role as Chief Executive Officer, but would remain on as a director of the Company.

On January 22, 2026, the Company announced it had entered into an amendment (the "Amendment") to the amended option agreement dated September 24, 2025, which was itself an amendment to the original option agreement dated June 30, 2020 (the "Option Agreement").

Pursuant to the Amendment, the parties agreed to the following terms:

• the Optioner agrees to waive a default of a missed payment of $200,000 due November 30, 2025;
• an option term of ten years plus five months;
• a C$300,000 option payment to be made by the Company immediately in cash or shares of the Company at a deemed issue price of C$0.06 representing 5 million shares of the Company, which shall be subject to customary securities laws hold periods of four months plus a day from issuance;
• no expenditures are required to be made on the Property (as defined in the Option Agreement) until November 2027;
• a C$300,000 option payment shall be made by the Company by March 1, 2027, with C$250,000 to be allocated and available to be spent as expenditures in developing the Property by November 30, 2027;
• a C$500,000 option payment shall be made by the Company by March 1, 2028, with C$500,000 to be allocated and available to be spent as expenditures in developing the Property by November 30, 2028;
• a C$1,000,000 option payment shall be made by the Company by March 1, 2028, and C$1,500,000 to be allocated and available to be spent as expenditures in developing the Property by November 30, 2029; and
• a C$10,000,000 final option payment shall be made by the Company by November 30, 2030.

On January 19, 2026, the Company announced it had closed the previously announced non-brokered private placement (the "January 2026 Offering") financing of 6,000,000 Shares at a price of C$0.05 per Share for gross proceeds of up to C$3,00,000. The Company issued 4,000,000 Shares at a price of C$0.05 per Share under the January 2026 Offering. The Shares issued in connection with the PP Offering are subject to a statutory hold period which expires four months plus a day from the closing date of the January 2026 Offering. The Company intends to use the net proceeds from the PP Offering for working capital requirements and other general corporate purposes, which includes legal and financing fees as part of the PP Offering. There were finder's fees of approximately C$4,550 paid in connection with the closing of the PP Offering.

On January 16, 2026, the Company announced the appointment of Mr. Chris Beltgens as director of the Company. Mr. Beltgens has over 15 years of investment, business development and corporate finance experience and he currently serves as President and Director of Somerset Energy Partners, a private focused oil production company, as well as serving as a director of Orex Minerals Inc.

On October 22, 2025, the Company announced that a company controlled by its Chief Executive Officer, Mr. Derrick Gaon, had acquired the outstanding debt representing C$213,046 of the loans payable previously held by a third-party creditor. This strategic transaction strengthened the Company's financial position and aligned management's interests with shareholders by consolidating key obligations under direct control of the CEO. The acquisition eliminated uncertainty surrounding the debt and provided the

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Company with greater flexibility in its ongoing financial and operational planning. The Company also announced that, following this acquisition, the Company was reviewing a consolidation and restructuring initiative designed to simplify its capital structure and better position the Company for the next phase of exploration and development work on the Wildcat Property.

On April 16, 2025, the Company announced the appointment of Ms. Wanting "Virginia" Li as Chief Financial Officer of the Company. Ms. Li has served on the Company's Advisory Board Committee as previously announced February 2, 2025 and has expertise as a capital markets and corporate finance professional with over 20 years of experience in investments, mergers and acquisitions group projects. She graduated from Beijing Normal University. Ms. Li has served as an officer in an investment company and has extensive practical experience in handling various international M&A transactions. Ms. Li replaced Mr. Barry Bergstrom, who resigned as CFO effective April 14th, 2025, but remains a director of the Company.

On February 25, 2025, the Company announced that it has formed a new Advisory Committee of uniquely qualified individuals to provide specialized consulting to the board to facilitate the Company's growth and development, consisting initially of the following members: Mr. Brian Peterson (Chair), Mr. Andy Chau, Ms. Virginia Li, Mr. Michael Tan, Mr. Raymond Ng, Mr. Peter Fu and Mr. Carl Di Placido.

Material facts

There are no material facts about the securities being distributed that have not been disclosed in this Offering Document or in any other document filed by the Company in the 12 months preceding the date of this Offering Document.

What are the business objectives that we expect to accomplish using the available funds?

The Company intends to use the net funds from the Offering, along with currently available funds (approximately C$190,346) for general working capital requirements and ordinary course corporate expenses.

USE OF AVAILABLE FUNDS

What will our available funds be upon the closing of the offering?

The following table discloses what the Company's available funds will be after the Offering, together with additional sources of funding:

		TOTAL
A	Amount to be raised by this offering	C$1,448,927.40
B	Estimated offering costs (e.g., legal, accounting, audit)	C$70,000
C	Net proceeds of offering: C=A-B	C$1,378,927.40^{(1)}
D	Working capital as at December 31, 2025	C$190,346
E	Additional sources of funding	C$200,000^{(2)}
F	Total available funds F=C+D+E	C$1,769,273.40^{(3)}

(1) Assumes no finder's fees will be paid in connection with the Offering.
(2) Amount represents gross proceeds from the January 2026 Offering.
(3) Assumes no finder's fees will be paid in connection with the Offering.

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As the Company is in the exploration stage, its operations have been substantially funded by the issuance of common stock and mineral property earn-in agreements.

How will we use the available funds?

The Company intends to use the available funds for general working capital requirements and ordinary course corporate expenses.

The following table provides a detailed breakdown of how the Company intends to use the available funds:

Description of intended use of available funds listed in order of priority	Total
Working capital and general corporate purposes, including salaries, legal, audit and public listing costs	C$1,769,273.40^{(1)}

(1) Assumes no finder's fees will be paid in connection with the Offering.

The Company's most recently filed audited annual financial statements and interim financial report each include a going concern note. The Company is an exploration stage mining company and has not yet generated positive cash flows from its operating activities, which may cast doubt on the Company's ability to continue as a going concern. The Offering is not expected to affect the decision to include a going concern note in the next annual financial statements of the Company.

The Company intends to spend the funds available to it as stated above. However, there may be circumstances where, for sound business reasons, a reallocation of the net proceeds may be necessary. The actual amount that the Company spends in connection with each of the intended uses of proceeds will depend on a number of factors, including the Company's ability to execute on its business plan and financing objectives.

How have we used the other funds we have raised in the past 12 months?

On January 19, 2026, the Company completed the January 2026 Offering. The Company issued 4,000,000 common shares for aggregate gross proceeds of C$200,000. The proceeds of the January 2026 Offering will be used for working capital and general corporate purposes.

Previous Financing	Intended Use of Funds	Use of Funds to Date	Variance and Impact on Business Objectives
January 2026 Offering (as outlined above).	The net proceeds from the January 2026 Offering are intended to be used for working capital and general corporate purposes.	None of the proceeds from the January 2026 Offering has been spent to date.	N/A

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FEES AND COMMISSONS

Who are the dealers or finders that the Company has engaged in connection with this offering, if any, and what are their fees?

The Company may pay a finder's fee in respect of those purchasers under the Offering introduced to the Company by certain persons (each, a "Finder"). Each Finder will be entitled to receive a cash payment equal to 6% of the gross proceeds received by the Company and finder warrants (each a "Finder Warrant") entitling the Finder to purchase that number of Shares equal to 6% of the Units sold to purchasers under the Offering who were introduced to the Company by such Finder at an exercise price of $0.15 per Finder Warrant, for a period of 24 months from the Closing Date.

PURCHASER'S RIGHTS

Rights of Action in the Event of a Misrepresentation

If there is a misrepresentation in this Offering Document, you have a right

(a) to rescind your purchase of these securities with the Company, or
(b) to damages against the Company and may, in certain jurisdictions, have a statutory right to damages from other persons.

These rights are available to you whether or not you relied on the misrepresentation. However, there are various circumstances that limit your rights. In particular, your rights might be limited if you knew of the misrepresentation when you purchased the securities.

If you intend to rely on the rights described in paragraph (a) or (b) above, you must do so within strict time limitations.

You should refer to any applicable provisions of the securities legislation of your province or territory for the particulars of these rights or consult with a legal adviser.

ADDITIONAL INFORMATION

Where can you find more information about us?

Prospective investors and security holders can access the Company's continuous disclosure under the Company's profile on SEDAR+ at www.sedarplus.ca and on the Company's website at http://www.westernexploration.com.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

This Offering Document contains "forward-looking information" or "forward-looking statements" within the meaning of applicable securities legislation (collectively, "forward-looking statements"). Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, identified by words or phrases such as "expects", "is expected", "anticipates", "believes", "plans", "projects", "estimates", "assumes", "intends", "strategy", "goals", "objectives", "potential", "possible" or variations thereof or stating that certain actions, events, conditions or results "may", "could", "would", "should", "might" or

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"will" be taken, occur or be achieved (or the negative of any of these terms and similar expressions)) are not statements of fact and may be forward-looking statements.

Forward-looking statements in this Offering Document include, but are not limited to, statements regarding the terms of the Offering; the use of proceeds of the Offering; the timing and ability of the Company to close the Offering; the timing and ability of the Company to receive necessary regulatory approvals; planned exploration programs and expenditures; expected results of exploration; the Company's ability to obtain required licences, permits, agreements with third parties and regulatory approvals required in connection with exploration plans, including, but not limited to, necessary permitting required to implement expected future exploration plans; and the ability to secure the required capital to conduct planned exploration programs, studies and the Company's objectives and strategies. Forward-looking statements are based upon a number of estimates and assumptions that, while considered reasonable by the Company at this time, are inherently subject to significant business, economic and competitive uncertainties and contingencies that may cause the Company's actual results, performance or achievements to differ materially from those expressed or implied herein. Some of the material factors or assumptions used to develop forward-looking statements include, without limitation, anticipated costs and the Company's ability to fund its programs; the Company's ability to carry on exploration activities; the Company's ability to secure and to meet obligations under property agreements; the timing and results of planned exploration drilling programs; the discovery of mineral resources and mineral reserves; that political and legal developments will be consistent with current expectations; the timely receipt of required approvals and permits; the costs of operating and exploration expenditures; the Company's ability to obtain financing as and when required and on reasonable terms; that the Company's activities will be in accordance with the Company's public statements and stated goals; and that there will be no material adverse change or disruptions affecting the Company or the Wildcat Property.

Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements to differ materially from those expressed or implied. Certain material risk factors that could cause actual results, performance or achievements to differ materially from those in the forward-looking statements include, among others: failure to receive required regulatory approvals; the impact of general economic conditions; industry conditions; volatility of commodity prices; currency fluctuations; uncertainty and variations in the estimation of mineral resources and mineral reserves; health, safety and environmental risks; uncertainties related to title to mineral properties; competition from other industry participants; the lack of availability of qualified personnel or management; stock market volatility; and ability to access sufficient capital from internal and external sources.

This list is not exhaustive of the factors that may affect any of the Company's forward-looking statements. Although the Company believes its expectations are based upon reasonable assumptions and have attempted to identify important factors that could cause actual results, performance or achievements to differ materially from those described in forward-looking statements, there may be other factors that cause actual results, performance or achievements not to be as anticipated, estimated or intended. For additional risk factors that could cause actual results, performance or achievements to differ materially from forward-looking statements, see the section entitled "Financial Instruments and Risk Management" in the Company's interim management's discussion & analysis dated November 19, 2025, a copy of which is available on SEDAR+ (www.sedarplus.ca) under the Company's issuer profile.

Investors are cautioned not to put undue reliance on forward-looking statements. The forward-looking statements contained in this Offering Document are made as of the date of such document only and, accordingly, are subject to change after such date. The Company disclaims any intent or obligation to update publicly or otherwise revise any forward-looking statements or the foregoing list of assumptions or factors,

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whether as a result of new information, future events or otherwise, except in accordance with applicable securities laws.

U.S. Securities Law Matters

The Shares and Warrants comprising the Units being offered in the Offering, and the Warrant Shares issuable upon exercise of the Warrants have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons or persons in the United States except in compliance with, or pursuant to an available exemption from, the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This Offering Document does not constitute an offer to sell, or the solicitation of an offer to buy, any of these securities within the United States or to, or for the account or benefit of, U.S. persons or persons in the United States. "United States" and "U.S. person" have the meanings ascribed to them in Regulation S under the U.S. Securities Act. The Warrants may not be exercised within the United States or to, or for the account or benefit of, U.S. persons or persons in the United States except in compliance with, or pursuant to an available exemption from, the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws.

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CERTIFICATE

This Offering Document, together with any document filed under Canadian securities legislation on or after February 3, 2026, contains disclosure of all material facts about the securities being distributed and does not contain a misrepresentation.

Dated February 3, 2026.

(signed) "Derrick Gaon"
Derrick Gaon
Chief Executive Officer

(signed) "Virginia Li"
Virginia Li
Chief Financial Officer